Amir Chand Jagdish Kumar Exports Limited - Prospectus

PROSPECTUS Dated: March 28, 2026, Please read Section 26 of the Companies Act, 2013 100% Book Built Issue (Please scan this QR Code to view the Prospectus) AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED CORPORATE IDENTITY NUMBER: U15312DL2003PLC121979 REGISTERED CORPORATE CONTACT PERSON TELEPHONE WEBSITE OFFICE OFFICE AND EMAIL 2735, Shop No. 9, Village Sillakheri, Jind Sadhna Khurana, Telephone: www.aeroplanerice.com Mohan Lal Palace, Road, Tehsil Safidon, Company Secretary and +91 85959 12447 Naya Bazar, District Jind, Haryana– Compliance Officer E-mail: Delhi–110 006, India. 126 112, India info@aeroplanerice. com OUR PROMOTERS: JAGDISH KUMAR SURI, RAHUL SURI AND RAMNIKA SURI DETAILS OF THE ISSUE TO THE PUBLIC TYPE FRESH ISSUE OFFER FOR TOTAL ISSUE ELIGIBLITY AND RESERVATIONS SIZE SALE SIZE SIZE AMONG QIBs, NIIs and RIIs Fresh Issue 20,754,716^ Equity Not Applicable 20,754,716^ The Issue was made pursuant to Regulation 6(1) Shares of face value Equity Shares of of the Securities and Exchange Board of India of ₹10 each face value of ₹10 (Issue of Capital and Disclosure Requirements) aggregating to each aggregating Regulations, 2018, as amended (“SEBI ICDR ₹4,400 million^# to ₹4,400 million^ Regulations”). For further details, see “Other Regulatory and Statutory Disclosures – Eligibility for the Issue” on page 415. For details in relation to share reservation among Qualified Institutional Buyers (“QIBs”), Non-institutional Investors (“NIIs”) and Retail Individual Investors (“RIIs”), see “Issue Structure” beginning on page 435. ^ Subject to Finalisation of the Basis of Allotment 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 Share is ₹10 each. The Floor Price, the Cap Price and the Issue Price as determined and justified by our Company, in consultation with the Book Running Lead Managers (“BRLMs”), on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations, and as stated under “Basis for the Issue Price” on page 130 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 or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS 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 were 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. ISSUER’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 Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentionsexpressed herein are honestly held and that there are no other facts, the omission of which make this Prospectus as a whole or any of such information or the expression of any such opinion or intentions misleading in any material respect. LISTING The Equity Shares to be issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”, and together with BSE, the “Stock Exchanges”). For the purposes of the Issue, BSE is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS Name and logo of the Book Running Contact Person(s) E-mail and Telephone Lead Managers Deepak Yadav/ Pooja Sarvankar E-mail: acjkel.ipo@emkayglobal.com Telephone: +91 22 6612 1212 Emkay Global Financial Services Limited Milan Soni/ Virendra Chaurasia E-mail: mbd@keynoteindia.net Telephone: +91 22 6826 6000 Keynote Financial Services Limited REGISTRAR TO THE ISSUE Name and logo of the Registrar to the Contact Person E-mail and Telephone Issue M. Murali Krishna E-mail: acjkel.ipo@kfintech.com Telephone: +91 40 6716 2222 KFin Technologies Limited BID/ ISSUE PERIOD ANCHOR MONDAY, BID/ ISSUE TUESDAY, BID/ ISSUE FRIDAY, INVESTOR MARCH 23, 2026 OPENED ON MARCH 24, CLOSED ON MARCH 27, BIDDING DATE 2026 2026 (#) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been utilised entirely towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus.PROSPECTUS Dated: March 28, 2026 Please read Section 26 of the Companies Act, 2013 100% Book Built Issue (Please scan this QR Code to view the Prospectus) AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED Our Company was incorporated as ‘Amir Chand Jagdish Kumar (Exports) Limited’, as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued on August 29, 2003 by the Registrar of Companies, N.C.T of Delhi & Haryana. Our Company was granted its certificate for commencement of business on May 13, 2004. For further details relating to our Company, please refer, “History and Certain Corporate Matters” on page 253. Corporate Identity Number: U15312DL2003PLC121979 Registered Office: 2735, Shop No. 9, Mohan Lal Palace, Naya Bazar, Delhi – 110 006, India; Corporate Office: Village Sillakheri, Jind Road, Tehsil Safidon, District Jind, Haryana – 126 112, India. Telephone: +91 85959 12447; Contact Person: Sadhna Khurana, Company Secretary and Compliance Officer; E-mail: info@aeroplanerice.com; Website: www.aeroplanerice.com OUR PROMOTERS: JAGDISH KUMAR SURI, RAHUL SURI AND RAMNIKA SURI INITIAL PUBLIC OFFER OF 20,754,716* EQUITY SHARES OF FACE VALUE ₹10 EACH (“EQUITY SHARES”) OF AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹212 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹202 PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING TO ₹4,400 MILLION* (THE “ISSUE”). THE ISSUE SHALL CONSTITUTE 20.04% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. * Subject to finalization of the Basis of Allotment. OUR COMPANY, IN CONSULTATION WITH THE BRLMS, UNDERTOOK A PRE-IPO PLACEMENT BY WAY OF PREFERENTIAL ALLOTMENT OF 755,812 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AT AN ISSUE PRICE OF ₹172 (INCLUDING A PREMIUM OF ₹162 PER EQUITY SHARE) FOR A CASH CONSIDERATION OF ₹130 MILLION ON AUGUST 20, 2025. THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT HAS BEEN REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. SUCH AMOUNT HAS BEEN ENTIRELY UTILISED TOWARDS OUR WORKING CAPITAL REQUIREMENTS, BEING ONE OF THE OBJECTS OF THE ISSUE. OUR COMPANY HAD INTIMATED THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE ISSUE, OR THE ISSUE WILL BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT HAVE BEEN MADE IN RELEVANT SECTIONS OF THIS PROSPECTUS. THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH AND THE ISSUE PRICE IS 21.20 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WERE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WERE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER AND ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER (HINDI BEING THE REGIONAL LANGUAGE OF DELHI, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND WERE MADE AVAILABLE TO THE BSE LIMITED (“BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (SEBI ICDR REGULATIONS). This was an Issue in terms of Rule 19(2)(b) of the Securities Contacts (Regulation) Rules, 1957 (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations. This Issue was made through the Book Building Process in compliance 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 Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) wherein our Company, in consultation with the BRLMs, allocated 27.27% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which 40% was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above could beallocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were to be added to the QIB Portion (other than the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, 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 Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion would be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Issue was made available for allocation on a proportionate basis to Non-Institutional Bidders of which one-third of the Non-Institutional Portion was made be available for allocation to Bidders with a Bid size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of the Non-Institutional Portion was made available for allocation to Bidders with a Bid size of more than ₹1.00 million and under-subscription in either of these two sub-categories of Non- Institutional Portion could be allocated to Bidders in the other sub-category of the Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid bids having been received from them at or above the Issue Price. Further, not less than 35% of the Issue was made available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Issue Price. All protentional Bidders (except Anchor Investors) were required to mandatorily participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (as defined hereinafter) using the UPI Mechanism), in which case the corresponding Bid Amounts were blocked by the SCSBs or by the Sponsor Bank(s) under the UPI Mechanism, as applicable to participate in the Issue. Anchor Investors were not permitted to participate in the Anchor Investor Portion of the Issue through the ASBA process. For details, see “Issue Procedure” beginning on page 440. RISK 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 Share is ₹10 each. The Floor Price, the Cap Price and the Issue Price as determined and justified by our Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations, and as stated under “Basis for the Issue Price” on page 130 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 or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS 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 were 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 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. ISSUER’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 make 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 to be Allotted through the Red Herring Prospectus and this Prospectus are proposed to be listed on BSE and NSE. Our Company has received ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to their letters each dated September 24, 2025. For the purposes of the Issue, BSE is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been filed with the RoC and a signed copy of this Prospectus is filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents which were made available for inspection from the date of the Red Herring Prospectus up to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 526. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE EMKAY GLOBAL FINANCIAL SERVICES LIMITED K E Y N O T E F I N A N CIAL SERVICES LIMITED KFIN TECHNOLOGIES LIMITED 7th Floor, The Ruby, Senapati Bapat Marg, 9th Floor, The Ruby, Senapati Bapat Marg, 301, The Centrium, 3rd Floor, Dadar (West), Mumbai - 400 028, Dadar (West), Mumbai - 400 028, 57 Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Maharashtra, India. Maharashtra, India. Mumbai – 400 070, Maharashtra, India. Telephone: +91 22 6612 1212 Telephone: 91 22 6826 6000 Telephone: +91 40 6716 2222; Toll Free No.: 1800 309 4001 E-mail: acjkel.ipo@emkayglobal.com E-mail: mbd@keynoteindia.net E-mail: acjkel.ipo@kfintech.com Investor Grievance E-mail: ibg@emkayglobal.com Investor Grievance E-mail: investors@keynoteindia.net Investor Grievance E-mail: einward.ris@kfintech.com Website: www.emkayglobal.com Website: www.keynoteindia.net Website: www.kfintech.com Contact Person: Deepak Yadav/ Pooja Sarvankar Contact Person: Milan Soni/ Virendra Chaurasia Contact Person: M. Murali Krishna SEBI Registration No: INM000011229 SEBI Registration No: INM000003606 SEBI Registration Number: INR000000221 BID/ISSUE PERIOD ANCHOR INVESTOR MONDAY, BID/ ISSUE OPENED ON TUESDAY, BID/ ISSUE CLOSED ON FRIDAY, BIDDING DATE MARCH 23, 2026 MARCH 24, 2026 MARCH 27, 2026 .TABLE OF CONTENTS SECTION I – GENERAL ................................................................................................................................. 1 DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 1 ISSUE DOCUMENT SUMMARY .................................................................................................................. 19 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ................................................................................................................ 31 FORWARD-LOOKING STATEMENTS ........................................................................................................ 34 SECTION II – RISK FACTORS .................................................................................................................... 36 SECTION III – INTRODUCTION ................................................................................................................ 84 THE ISSUE ...................................................................................................................................................... 84 SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS ......................................... 86 GENERAL INFORMATION ........................................................................................................................... 91 CAPITAL STRUCTURE ............................................................................................................................... 102 SECTION IV – PARTICULARS OF THE ISSUE ..................................................................................... 118 OBJECTS OF THE ISSUE ............................................................................................................................ 118 BASIS FOR ISSUE PRICE ............................................................................................................................ 130 STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................. 146 SECTION V – ABOUT OUR COMPANY .................................................................................................. 153 INDUSTRY OVERVIEW .............................................................................................................................. 153 OUR BUSINESS ............................................................................................................................................ 212 KEY REGULATIONS AND POLICIES ....................................................................................................... 241 HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 253 OUR MANAGEMENT .................................................................................................................................. 261 OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 287 OUR GROUP COMPANIES ......................................................................................................................... 293 DIVIDEND POLICY ..................................................................................................................................... 294 SECTION VI – FINANCIAL INFORMATION ......................................................................................... 295 RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 295 RESTATED STATEMENT OF CAPITALISATION ................................................................................... 357 OTHER FINANCIAL INFORMATION ........................................................................................................ 358 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ............................................................................................................................................... 361 FINANCIAL INDEBTEDNESS .................................................................................................................... 399 SECTION VII – LEGAL AND OTHER INFORMATION ....................................................................... 402 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 402 GOVERNMENT AND OTHER STATUTORY APPROVALS .................................................................... 409 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 415 SECTION VIII – ISSUE RELATED INFORMATION ............................................................................. 428 TERMS OF THE ISSUE ................................................................................................................................ 428 ISSUE STRUCTURE ..................................................................................................................................... 435 ISSUE PROCEDURE .................................................................................................................................... 440 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................. 462 SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ............................................................................................................................................. 463 SECTION X – OTHER INFORMATION ................................................................................................... 526 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 526 DECLARATION ............................................................................................................................................ 529SECTION 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 policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented or re-enacted 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 same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the SCRR, the Depositories Act and the rules and regulations made thereunder. Further, Issue related terms used but not defined in this Prospectus shall have the meaning ascribed to such terms under the General Information Document. In case of any inconsistency between the definitions used in this Prospectus and the definitions included in the General Information Document, the definitions used in this Prospectus shall prevail. Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Regulations and Policies”, “Statement of Special Tax Benefits”, “Financial Information”, “Basis for Issue Price”, “Outstanding Litigation and Material Developments” and “Description of Equity Shares and Terms of the Articles of Association” beginning on pages 153, 241, 146, 295, 130, 402 and 463, respectively, shall have the meaning ascribed to them in the relevant section. General Terms Term Description Our Company/ the Amir Chand Jagdish Kumar (Exports) Limited, a public limited company Company/ Issuer/ Issuer incorporated under the Companies Act, 1956 and having its Registered Office at Company 2735, Shop No. 9, Mohan Lal Palace, Naya Bazar, Delhi – 110 006, India and Corporate Office at Village Sillakheri, Jind Road, Tehsil Safidon, District Jind, Haryana – 126 112, India We/ us/ our Unless the context otherwise indicates or implies, refers to our Company and our Subsidiary, together, on a consolidated basis Company related terms Term Description ACJKEL Amir Chand Jagdish Kumar (Exports) Limited AoA/ Articles of The articles of association of our Company, as amended from time to time Association or Articles Audit Committee The audit committee of our Board, constituted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as described in “Our Management – Committees of our Board” on page 271 Auditor/ Statutory The statutory auditors of our Company, being Pramod K. Sharma & Co, Chartered Auditors Accountants Board/ Board of Board of directors of our Company, as described in “Our Management”, beginning Directors on page 261 Chairman/ Chairman The chairman and managing director of our Company, being, Jagdish Kumar Suri. and Managing Director For details, see “Our Management – Board of Directors” on page 261 Chief Financial Officer/ Chief financial officer of our Company, being, Anuj Verma. For details, see “Our CFO Management – Key Managerial Personnel” on page 283 Company Secretary and Company Secretary and Compliance Officer of our Company, being, Sadhna Compliance Officer Khurana. For details, see “Our Management – Key Managerial Personnel” on page 283 . Committee(s) Duly constituted committee(s) of our Board Corporate Office Our corporate office and place where books of accounts are maintained, situated at Village Sillakheri, Jind Road, Tehsil Safidon, District Jind, Haryana – 126 112, India 1Term Description CSR Committee/ Corporate social responsibility committee of our Board, constituted in accordance Corporate Social with applicable provisions of the Companies Act, 2013, and as described in “Our Responsibility Management – Committees of our Board” on page 271 Committee Deed of Assignment Deed of Assignment dated June 2, 2025, our Promoter, Chairman and Managing Director, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. For further details, refer “History and Certain Corporate Matters - Other Material Agreements” on page 257 Director(s) Directors of our Board, as appointed from time to time. For details, see “Our Management”, beginning on page 261 Dividend Policy Dividend distribution policy approved and adopted by our Board. For details, see “Dividend Policy” on page 294 Executive Director(s) Executive Directors of our Board, as described in “Our Management”, beginning on page 261 Equity Shares The equity shares of our Company of face value of ₹10 each Equity Shareholder/ The holders of the Equity Shares of our Company from time to time Shareholders(s) Independent Directors Independent directors on our Board, and who are eligible to be appointed as an independent directors under the provisions of the Companies Act and the SEBI Listing Regulations. For details of the Independent Directors of our Company, please see “Our Management” on page 261 IPO Committee IPO committee of the Board of Directors, as described in “Our Management – Committees of our Board” on page 271 Key Managerial Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) Personnel/ KMP of the SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 as applicable and as further disclosed in “Our Management-Key Managerial Personnel” on page 283 Material Subsidiary/ The material wholly-owned subsidiary of our Company, being ACJK Foods Private Subsidiary/ Wholly- Limited, as described in see “History and Certain Corporate Matter – Subsidiary of owned Subsidiary/ our Company” on page 258 WoS Materiality Policy The policy adopted by our Board in its meeting held on December 29, 2025, for identification of material: (a) outstanding litigation proceedings involving our Company. Subsidiary, Promoters, Directors; (b) creditors; and (c) group companies as defined in SEBI ICDR Regulations, pursuant to the requirements of the SEBI ICDR Regulations and for the purposes of disclosure in the Red Herring Prospectus and Prospectus MoA/ Memorandum of The memorandum of association of our Company, as amended from time to time Association Nomination and Nomination and remuneration committee of our Board, constituted in accordance Remuneration with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Committee Regulations, and as described in “Our Management – Committees of our Board” on page 271 Non-Executive Non-executive directors on our Board, as described in “Our Management” Director(s) beginning on page 261 Non-Independent Non-independent director on our Board, as described in “Our Management” Director beginning on page 261 Promoter(s) The Promoters of our Company, being Jagdish Kumar Suri, Rahul Suri and Ramnika Suri. For further details, please see “Our Promoters and Promoter Group” on page 287 Promoter Group Such individuals and entities which constituting the promoter group of our Company, pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter Group” on page 287 Registered Office The registered office of our Company, located at 2735, Shop No. 9, Mohan Lal Palace, Naya Bazar, Delhi – 110 006, India 2Term Description Registrar of The Registrar of Companies, National Capital Territory of Delhi-II at Central Delhi Companies/ RoC/ ROC Restated Consolidated The restated consolidated financial information of Amir Chand Jagdish Kumar Financial Information / (Exports) Limited and its Subsidiary (collectively referred as the ‘Group’) for the Restated Consolidated six months ended September 30, 2025, and the financial years ended March 31, Financial Statements 2025, March 31, 2024, and March 31, 2023, comprising the restated consolidated statement of assets and liabilities as at September 30, 2025, and March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated cash flow statement for the six months ended September 30, 2025 and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant accounting policies, and other explanatory information, as approved by our Board of Directors at their meeting held on December 29, 2025 and prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended, SEBI ICDR Regulations, as amended, Guidance Note on Reports in Company Prospectuses (Revised January, 2019) issued by the ICAI, as amended Risk Management Risk management committee of our Board, constituted in accordance with the Committee applicable provisions the SEBI Listing Regulations, and as described in “Our Management – Committees of our Board” on page 271 Senior Management Senior Management of our Company in accordance with Regulation 2(1) (bbbb) of the SEBI ICDR Regulations and as further disclosed in “Our Management-Senior Management” on page 283 Shareholder(s)/ Equity Shareholder(s) of our Company from time to time Shareholder(s) Stakeholders Stakeholders’ relationship committee of our Board, constituted in accordance with Relationship the applicable provisions of the Companies Act, 2013 and the SEBI Listing Committee Regulations, and as described in “Our Management – Committees of our Board” on page 271 Takeover Agreement Agreement dated January 14, 2005 entered into between our Company and erstwhile M/s. Amir Chand Jagdish Kumar, a proprietorship of Jagdish Kumar Suri, our Chairman and Managing Director, for the acquisition of all its assets and liabilities. For other details, refer “History and Certain Corporate Matters- Other Material Agreements” on page 257 Unit I Our Company’s rice milling, processing and packaging facility situated at Village Mehla Wala, near Kukkerawala, Anjala Road, Amritsar, Punjab – 143 001, India Unit II Our Company’s rice milling, processing and packaging facility located at Jind Road, Safidon District, Jind - 126 112, Haryana, India Unit III Our Company’s rice and FMCG packaging facility located at Khasra number 67/9, near Tata Telco service station, Village Alipur, Delhi – 110 036, India Units Unit I, Unit II and Unit III, collectively Whole-time Director/ The whole-time director of our Company, being, Rahul Suri. For details, see “Our WTD Management – Board of Directors” on page 261 Issue Related Terms Term Description Abridged Prospectus The memorandum containing such 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/ Allotment/ Unless the context otherwise requires, allotment of Equity Shares pursuant to the Allotted Issue Allotment Advice A note or advice or intimation of Allotment sent to all the Bidders who have bid in the Issue after approval of the Basis of Allotment by the Designated Stock Exchange Allottee A successful Bidder to whom the Equity Shares areAllotted 3Term Description Anchor Investor(s) A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who had bid for an amount of at least ₹100 million Anchor Investor The price i.e. ₹212 per Equity Share at which Equity Shares were allocated to Allocation Price Anchor Investors in terms of the Red Herring Prospectus and this Prospectus, which price was equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price was decided by our Company, in consultation with the BRLMs during the Anchor Investor Bidding Date Anchor Investor The application form used by an Anchor Investor to Bid in the Anchor Investor Application Form Portion and which was considered as an application for Allotment in terms of requirements specified under the SEBI ICDR Regulations and the Red Herring Prospectus and this Prospectus Anchor Investor Bid/ The day, being one Working Day prior to the Bid/Issue Opening Date, on which Issue Period/ Bidding Bids by Anchor Investors were submitted, prior to and after which the BRLMs did Date not accept any Bids from Anchor Investors, and allocation to Anchor Investors was completed Anchor Investor Issue The final price, in this case being ₹212 per Equity Share, at which the Equity Price Shares were issued and Allotted to Anchor Investors in terms of the Red Herring Prospectus and this Prospectus, which price was equal to or higher than the Issue Price but not higher than the Cap Price The Anchor Investor Issue Price was decided by our Company in consultation BRLMs Anchor Investor Pay-In With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, Date and in the event the Anchor Investor Allocation Price is lower than the Issue Price, not later than two Working Days after the Bid/ Issue Closing Date Anchor Investor Portion 2,830,380* Equity shares being 27.27% of the QIB Portion has been allocated by our Company, in consultation with the BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. 40% of the Anchor Investor Portion was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified could be allocated to domestic Mutual Funds., in accordance with the SEBI ICDR Regulations. * Subject to finalization of the Basis of Allotment. Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Blocked Amount/ ASBA Bid and authorizing an SCSB to block the Bid Amount in the relevant ASBA Account and included applications made by UPI Bidders using the UPI mechanism, where the Bid Amount was blocked upon acceptance of UPI Mandate Request by UPI Bidders using the UPI mechanism ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and included the account of a UPI Bidder which was blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder bidding through the UPI mechanism ASBA Bid A Bid made by an ASBA Bidder ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which 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, Refund Bank, Sponsor Banks and Public Issue Account Bank, as the case may be Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Issue, as described in “Issue Procedure” beginning on page 440. 4Term Description Bid(s) 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 Bid/ Issue Period by an Anchor Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto, as permitted under the SEBI ICDR Regulations, and in terms of the Red Herring Prospectus and the Bid cum Application Form The term “Bidding” shall be construed accordingly Bidder/ Applicant Any prospective investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form, and unless otherwise stated or implied, included an Anchor Investor Bid Amount The highest value of each Bids indicated in the Bid cum Application Form and paid by the Bidder and, in the case of Retail Individual Bidder (“RIB(s)”) Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such RIBs and mentioned in the Bid cum Application Form and paid by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the Issue, as applicable Bidding Centers Centers at which the Designated Intermediaries accepted the ASBA Forms, i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Bid cum Application The Anchor Investor Application Form or the ASBA Form, as the context may Form require Bid Lot 70 Equity Shares and in multiples of 70 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 did not accept any Bids, being, Friday, March 27, 2026, which was published in all editions of Financial Express, a widely circulated English national daily newspaper and all editions of Jansatta, a widely circulated Hindi national daily newspaper (Hindi also being the regional language of Delhi, where our Registered Office is located). Bid/ Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries started accepting Bids for the Issue, being Tuesday, March 24, 2026, which was published in all editions of Financial Express, an widely circulated English national daily newspaper and all editions of Jansatta, a widely circulated Hindi national daily newspaper (Hindi also being the regional language of Delhi, where our Registered Office is located). Bid/ Issue Period Except in relation to Bid by Anchor Investors, the period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders submitted their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and in terms of the Red Herring Prospectus. Provided that the Bidding was kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors. Book Building Process Book building process as described in Part A, Schedule XIII of the SEBI ICDR Regulations, in terms of which the Issue was being made Book Running Lead The book running lead managers to the Issue, being Emkay Global Financial Managers/ BRLMs Services Limited and Keynote Financial Services Limited Broker Centers Broker centers of the Registered Brokers as notified by the Stock Exchanges where ASBA Bidders submitted the ASBA Forms, provided that RIBs could only submit ASBA Forms at such broker centers if they were Bidding using the UPI Mechanism. The details of such broker centers, along with the names and contact details of the Registered Brokers, are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) CAN/Confirmation of Notice or advice or intimation of allocation of the Equity Shares sent to Anchor Allocation Note Investors, who have been allocated the Equity Shares, on/after the Anchor Investor Bid/ Issue Period/ Bidding Date Cap Price The higher end of the Price Band, i.e. ₹212 per Equity Share, subject to any revision, above which the Issue Price and the Anchor Investor Issue Price was 5Term Description finalised and above which no Bids were accepted, including any revisions thereof. The Cap Price was at least 105% of the Floor Price and less than or equal to 120% of the Floor Price CARE Care Analytics and Advisory Private Limited CARE Report The report titled “Industry Research Report on Rice Industry” dated January 13, 2026 prepared by Care Analytics and Advisory Private Limited, appointed by us pursuant to an engagement letter dated April 16, 2025, and exclusively commissioned by and paid for by our Company specifically in connection with the Issue. The Company commissioned CARE Report was available on the website of our Company at https://www.aeroplanerice.com/investor-information/ from the date of the Red Herring Prospectus till the Bid/ Issue Closing Date Cash Escrow and Agreement dated March 12, 2026 entered into and amongst our Company, the Sponsor Bank Agreement Registrar to the Issue, the BRLMs, the Syndicate Members, the Escrow Collection Banks, Public Issue Banks, Sponsor Banks and Refund Banks in accordance with UPI Circulars, for inter alia, the appointment of the Sponsor Bank in accordance, for the collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue Account(s) and where applicable, refunds of the amounts collected from Bidders, on the terms and conditions thereof Client ID Client identification number maintained with one of the Depositories in relation to the Bidder’s beneficiary account Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered Participant/ CDP with SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of the circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as per the list available on the websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time and the UPI Circulars Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Share Transfer Agents/ Bids at the Designated RTA Locations in terms of, among others, circular no. CRTAs CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI and available on the websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com Cut-off Price The Issue Price, i.e. ₹212 per Equiy Share as finalised by our Company in consultation with the BRLMs Only Retail Individual Bidders 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, PAN, DP ID, Client ID and bank account details and UPI ID, where applicable Designated CDP Such locations of the CDPs where Bidders (other than Anchor Investors) Locations submitted the ASBA Forms. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) as updated from time to time Designated Date The date on which the Escrow Collection Bank transferred funds from the Escrow Account(s) 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, instruction issued through the Sponsor Bank) 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 Equity Shares will be Allotted to successful Bidder in the Issue Designated SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who were Intermediary(ies) authorised to collect ASBA Forms from the ASBA Bidders, in relation to the Issue. 6Term Description In relation to ASBA Forms submitted by RIBs, NIBs Bidding with an application size of up to ₹ 500,000 (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 UPI Bidders where the Bid Amount was blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs with an application size of more than ₹500,000 (not using the UPI Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub- Syndicate/agents, Registered Brokers, CDPs and CRTAs Designated RTA Such locations of the RTAs where Bidders submitted the ASBA Forms to RTAs. Locations 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 websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time Designated SCSB Such branches of the SCSBs which collected ASBA Forms, a list of which is Branches available on the website of the SEBI at (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from time to time, and at such other websites as may be prescribed by SEBI from time to time Designated Stock BSE Limited Exchange Draft Red Herring The draft red herring prospectus dated June 27, 2025 filed with SEBI and issued Prospectus/ DRHP in accordance with the SEBI ICDR Regulations, which does not contain complete particulars of the Issue, the price at which the Equity Shares will be Allotted and the size of the Issue including any addenda or corrigenda thereto Eligible FPI(s) FPIs that were eligible to participate in the Issue from such jurisdictions outside India where it is not unlawful to make an offer/ invitation under the Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constituted an invitation to purchase the Equity Shares offered thereby. Eligible NRI(s) NRI(s) eligible to invest under the relevant provisions of the FEMA Rules, on a non-repatriation basis, from jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus and the Bid Cum Application Form constituted an invitation to subscribe or purchase for the Equity Shares. Emkay Emkay Global Financial Services Limited Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank and in whose favour the Bidders (excluding ASBA Bidders) transfered money through NACH/direct credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid Escrow Collection Bank The Bank which is a clearing member and registered with SEBI as bankers to an Issue under the SEBI BTI Regulations and with whom the Escrow Account is opened, in this case being Axis Bank Limited First Bidder/ Sole Bidder Bidder whose name was mentioned in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name also appeared as the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, i.e., ₹201 per Equity Share at or above which the Issue Price and the Anchor Investor Issue Price was finalised and below which no Bids were accepted Fraudulent Borrower A company or person, as the case may be, categorised as a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on fraudulent borrowers issued by the RBI and as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations 7Term Description Fugitive Economic An individual who is declared a fugitive economic offender under section 12 of Offender the Fugitive Economic Offenders Act, 2018 Fresh Issue / Issue The fresh issue of 20,754,716* Equity Shares of face value of ₹10 each for cash at a price of ₹ 212 each (including a premium of ₹201 per Equity Share) aggregating to ₹4,400 million*. *Subject to finalization of the Basis of Allotment Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. General Information The General Information Document for investing in public issues, prepared and Document / GID 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 Stock Exchanges and the BRLMs Gross Proceeds The proceeds from the Fresh Issue. For details in relation to use of the Net Proceeds and the Issue expenses, see “Objects of the Issue” beginning on page 118 Issue Agreement The agreement dated June 27, 2025 amongst our Company and the BRLMs pursuant to which certain arrangements are agreed to in relation to the Issue Issue Price ₹212 per Equity Share, being the final price within the Price Band, at which Equity Shares will be Allotted to ASBA Bidders in terms of the Red Herring Prospectus and this Prospectus. 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 BRLMs on the Pricing Date, in accordance with the Book Building Process and in terms of the Red Herring Prospectus Issue Proceeds The proceeds of the Issue which shall be available to our Company. For further information about use of the Issue Proceeds, see “Objects of the Issue” beginning on page 118 Keynote Keynote Financial Services Limited Life Insurance An entity registered with the Insurance Regulatory and Development Authority of Companies India under the provisions of the Insurance Act, 1938 Monitoring Agency CARE Ratings Limited, being a credit rating agency registered with SEBI Monitoring Agency Agreement dated January 29, 2026 entered into between our Company and the Agreement Monitoring Agency Mobile App(s) The mobile applications listed on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i ntmId=43 or such other website as may be updated from time to time, which may be used by Bidders to submit Bids using the UPI Mechanism MIM Structure Multiple investment manager structure in accordance with the SEBI master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 Mutual Fund(s) Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Mutual Fund Portion 5% of the Net QIB Portion, or 377,349* 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 8Term Description *Subject to finalization of the Basis of Allotment Net Proceeds Proceeds of the Issue less the Issue expenses. For further details regarding the use of the Net Proceeds and the Issue expenses, see the section titled “Objects of the Issue” on page 118 Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors Non-Institutional All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Investors/ NIIs or Non- Equity Shares for an amount more than ₹200,000 (but not including NRIs other Institutional Bidders or than Eligible NRIs) NIBs Non-Institutional Portion The portion of the Issue being not less than 15% of the Issue, consisting of 3,113,208* Equity Shares of face value of ₹10 each which was made available for allocation to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Issue Price, in the following manner: (a) One-third of the portion available to Non-Institutional Bidders was reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) Two-third of the portion available to Non-Institutional Bidders was reserved for applicants with an application size of more than ₹1,000,000. Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), could have been allocated to applicants in the other sub-category of Non-Institutional Bidders subject to valid Bids being having been received at or above the Issue Price * Subject to finalization of the Basis of Allotment Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs Pension Funds A fund registered with the Pension Fund Regulatory and Development Authority under the provisions of the Pension Fund Regulatory and Development Authority Act, 2013 Pre-IPO Placement Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025.The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilized towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. Price Band The price band of a minimum price of ₹201 per Equity Share of face value of ₹10 each (Floor Price) and the maximum price of ₹212 per Equity Share of face value of ₹10 each (Cap Price). The Cap Price was at least 105% of the Floor Price and was not be greater than 120% of the Floor Price The Price Band and the minimum Bid Lot size for the Issue was decided by our Company in consultation with the BRLMs, and was advertised, at least two Working Days prior to the Bid/Issue Opening Date, with the relevant financial ratios calculated at the Floor price and at the Cap Price, in all editions of Financial Express, a widely circulated English national daily newspaper and all editions of Jansatta, a widely circulated Hindi national daily newspaper (Hindi also being the regional language of Delhi, where our Registered Office is located) and was made available to Stock Exchanges for the purpose of uploading on their websites Pricing Date The date on which our Company in consultation with the BRLMs finalised the Issue Price 9Term Description Promoters’ Contribution Minimum Promoters’ contribution in accordance with Regulation 14 and Regulation 16(1) of the SEBI ICDR Regulations Prospectus This prospectus dated March 28, 2026 filed with the RoC in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Issue Price that was determined at the end of the Book Building Process, the size of the Issue and certain other information, including any addenda or corrigenda thereto Public Issue Account The ‘no-lien’ and ‘non-interest bearing’ account opened in accordance with Section 40(3) of the Companies Act, 2013, with the Public Issue Account Bank(s) to receive money from the Escrow Account(s) and from the ASBA Accounts on the Designated Date Public Issue Account The bank which is a clearing member and is registered with SEBI under the BTI Bank Regulations, with whom the Public Issue Accountis opened, in this case being, Kotak Mahindra Bank Limited QIB Category/ QIB The portion of the Issue (including the Anchor Investor Portion) being not more Portion than 50% of the Issue consisting of 10,377,357* Equity Shares of face value of ₹10 each which was made available for allocation on a proportionate basis to QIBs (including Anchor Investors in which allocation shall be on a discretionary basis, as determined by our Company in consultation with the BRLMs), subject to valid Bids having been received at or above the Issue Price or Anchor Investor Issue Price * Subject to finalization of the Basis of Allotment Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI Buyers/ QIBs/ QIB ICDR Regulations Bidders Red Herring Prospectus/ The red herring prospectus dated March 12, 2026 issued in accordance with RHP Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which did not have complete particulars of the Issue Price and the size of the Issue. The Red Herring Prospectus was filed with the RoC at least three Working Days before the Bid/ Issue Opening Date and became this Prospectus upon being filed with the RoC after the Pricing Date Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) 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(s) are opened, in this case being Axis Bank Limited Registered Brokers Stock brokers registered with Stock Exchanges having nationwide terminals, other than the members of the Syndicate and eligible to procure Bids in terms of circular number CIR/CFD/14/2012 dated October 4, 2012 and UPI Circulars, issued by SEBI. Registrar Agreement The agreement dated June 27, 2025 entered into amongst 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 Registrar and share transfer agents registered with SEBI and eligible to procure Transfer Agents/ RTAs Bids at the Designated RTA Locations as per the lists available on the websites of Stock Exchanges, and the UPI Circulars Registrar to the Issue/ KFin Technologies Limited Registrar Resident Indian A person resident in India, as defined under FEMA Retail Individual Bidders Individual Bidders (including HUFs applying through their Karta and Eligible or RIB(s) or Retail NRIs and does not include NRIs other than Eligible NRIs), who have Bid for the Individual Investors or Equity Shares for an amount not more than ₹200,000 in any of the bidding options RII(s) in the Issue. Retail Portion The portion of the Issue, being not less than 35% of the Issue of 7,264,151* Equity Shares of face value of ₹10 each aggregating to ₹1,540 million* which was made available for allocation to Retail Individual Bidders subject to valid Bids having 10Term Description been received at or above the Issue Price, which was not less than the minimum Bid Lot, subject to availability in the Retail Portion * Subject to finalization of the Basis of Allotment Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s), as applicable. QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders could revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/ Issue Closing Date. Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other Bank(s) or SCSB(s) than 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?doRecognisedFpi=yes&i ntmId=34 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i ntmId=35, as applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation to ASBA (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?doRecognisedFpi=yes&i ntmId=40, or such other website as may be prescribed by SEBI from time to time Applications through UPI 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 available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i ntmId=43, as updated from time to time Specified Locations The Bidding centers where the Syndicate shall accept Bid cum Application Forms from relevant Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in), and updated from time to time Sponsor Banks The Bankers to the Issue registered with SEBI which are appointed by our Company to act as a conduit between the Stock Exchanges and National Payments Corporation of India in order to push the UPI Mandate Request and/or payment instructions of the UPI Bidders into the UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars, the Sponsor Banks in this case being Axis Bank Limited and Kotak Mahindra Bank Limited Stock Exchanges Collectively, BSE Limited and the National Stock Exchange of India Limited Syndicate/ members of Together, the BRLMs and the Syndicate Members the Syndicate Syndicate Agreement Agreement dated March 12, 2026 entered into among our Company, the BRLMs and the Syndicate Members in relation to collection of Bid cum Application Forms by the Syndicate Syndicate Member(s) Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids, applications and place order with respect to the Issue and carry out activities as an underwriter, namely, Emkay Global Financial Services Limited (in Syndicate Member capacity), Keynote Capitals Limited and Sunflower Broking Private Limited Systemically Important Systemically important non-banking financial company as defined under Non-Banking Financial Regulation 2(1)(iii) of the SEBI ICDR Regulations. Company Underwriters Together, the BRLMs and the Syndicate Members Underwriting Agreement The underwriting agreement dated March 28, 2026 entered into amongst the Underwriters and our Company UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI UPI Bidders Collectively, individual Bidders who applied as Retail Individual Bidders in the Retail Portion, and individual Bidders who applied as Non-Institutional Bidders with a Bid Amount of up to ₹500,000 in the Non-Institutional Portion by using the UPI Mechanism. Pursuant to SEBI circular no. 11Term Description SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual investors applying in public issues where the application amount is up to ₹500,000 shall use UPI and shall provide their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity). UPI Circulars/ Circulars The SEBI ICDR Master Circular read with SEBI circular on streamlining public (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, SEBI circular issues (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021, SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/P/2022/45) dated April 5, 2022, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent that such circulars pertain to the UPI Mechanism), SEBI circular (SEBI/HO/CFD/TPD1/CIR/P/2023/140) dated August 9, 2023, each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, 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 these circulars are not rescinded by the SEBI RTA Master Circular, to the extent applicable), SEBI master circular number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 and any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this regard from time to time. UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment system developed by the NPCI UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application, by way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder initiated by the Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in case of Allotment UPI Mechanism The Bidding mechanism that may be used by a UPI Bidders to make a Bid in the Issue in accordance with UPI Circulars UPI PIN Password to authenticate UPI transaction Wilful Defaulter A company or person, as the case may be, categorised as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI and as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Working Day All days on which commercial banks in Mumbai, Maharashtra, 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 Mumbai, Maharashtra, India are open for business and the time period between the Bid/ Issue Closing Date and listing of the Equity Shares on Stock Exchanges, “Working Day” shall mean all trading days of Stock Exchanges excluding Sundays and bank holidays in India in accordance with circulars issued by SEBI, including UPI Circulars 12Conventional & General Terms and Abbreviations Term Description ₹/ Rs./ Rupees/ INR Indian Rupees A/c Account AED United Arab Emirates Dirham AGM Annual General Meeting AI Artificial Intelligence AIFs Alternative Investment Funds as defined in and registered under the SEBI AIF Regulations Air Act Air (Prevention and Control of Pollution) Act, 1981, as amended AY Assessment Year BIS Bureau of Indian Standards BSE BSE Limited COVID-19 An infectious disease caused by the SARS-CoV-2 virus (Corona virus disease) CAGR Compounded Annual Growth Rate Capital Employed Capital employed is sum of Total Equity and Total Net Debt (adjusted for cash, cash equivalents and other bank balances) Calendar Year or year Unless the context otherwise requires, shall refer to the twelve month period ending December 31 of that particular year Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI Regulations Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations Category II FPIs FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI Regulations Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulations CDSL Central Depository Services (India) Limited CIN Corporate Identity Number COGS Cost of Goods Sold Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and clarifications made thereunder, as the context requires Companies Act, 2013/ Companies Act, 2013 and the rules, regulations, notifications, modifications and Companies Act clarifications thereunder Competition Act Competition Act, 2002, and the rules, regulations, notifications, modifications and clarifications made thereunder, as the context requires Consolidated FDI The Consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, Policy and any modifications thereto or substitutions thereof, issued from time to time CCI Competition Commission of India CSR Corporate social responsibility CST Central Sales Tax DBO Defined Benefit Obligation Depositories Act Depositories Act, 1996 Depository or NSDL and CDSL Depositories DIN Director Identification Number DP ID Depository Participant’s Identification Number DP/ Depository A depository participant as defined under the Depositories Act Participant DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry EBIT EBIT means earnings before interest and tax and is calculated as restated profit before tax plus interest expense on borrowings minus other income. 13Term Description EBITDA EBITDA means earnings before interest, tax, depreciation and amortization and is calculated as restated profit before tax, extraordinary and exceptional items plus finance costs, depreciation and amortisation expense minus other income. EBITDA Margin (%) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations; EGM Extraordinary General Meeting EMS Environmental Management System EOU Export Oriented Unit EPS Net Profit after tax, as restated, divided by weighted average no. of equity shares outstanding during the year/ period. (as adjusted for change in capital due to bonus shares EUR/ € Euro ESI Act The Employees’ State Insurance Act, 1948 ESIC Employees’ State Insurance Corporation FDI Foreign direct investment FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Financial Year/ Fiscal/ Period of twelve months commencing on April 1 of the immediately preceding FY/ F.Y. calendar year and ending on March 31 of that particular year, unless stated otherwise FIR First information report FMCG Fast Moving Consumer Goods FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations FVCI Foreign Venture Capital Investors as defined under SEBI FVCI Regulations GDP Gross Domestic Product GFCF Gross Fixed Capital Formation GOI Government of India GST Goods and Services Tax GVA Gross Value Added HUF Hindu undivided family I.T. Act The Income Tax Act, 1961, as amended IBC Insolvency and Bankruptcy Code ICDS Income Computation and Disclosure Standards ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in the Ind AS Rules Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015 Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies Act, 2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. INR Indian National Rupee IPO Initial Public Offer IRDAI Insurance Regulatory Development Authority of India ISIN International Securities Identification Number IT Information Technology ITC Input Tax Credit KPI Key Performance Indicators kW Kilowatt KYC Know Your Customer LC Letter of Credit MAT Minimum Alternate Tax MCA Ministry of Corporate Affairs, Government of India Mn/ mn Million MEIS Merchandise Exports from India Scheme 14Term Description MSME Micro, Small & Medium Enterprises MTM Mark to Market Mutual Fund(s) A mutual fund registered with 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 N.C.T National Capital Territory NBFC Non Banking Financial Company NCDs Non-Convertible Debentures NEFT National Electronic Fund Transfer NFE Net Foreign Exchange Non-Resident A person resident outside India, as defined under FEMA NCLT National Company Law Tribunal NPCI National Payments Corporation of India NRE Account Non-resident external account established in accordance with the Foreign Exchange Management (Deposit) Regulations, 2016 NRI/ Non-Resident A person resident outside India who is a citizen of India as defined under the Foreign Indian Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955 NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange Management (Deposit) Regulations, 2016 NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB/ Overseas A company, partnership, society or other corporate body owned directly or indirectly Corporate Body to the extent of at least 60% by NRIs including overseas trusts in which not less than 60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003, and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not allowed to invest in the Issue OCED Organization for Economic Co-operation and Development P/E Ratio Price/Earnings Ratio PAN Permanent account number allotted under the I.T. Act PAT Profit before tax (less) current tax (less) deferred tax PAT Margin (%) PAT Margin is calculated as restated profit after tax for the year as a percentage of total revenue R&D Research and Development RBI Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act ROCE Return on Capital Employed ROE Return on Equity RONW Return on Net Worth Rs./ Rupees/ ₹ / INR Indian Rupees RTGS Real Time Gross Settlement SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web-based complaints redressal system launched by SEBI SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992 SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations Regulations, 2000 15Term Description SEBI ICDR Master SEBI ICDR Master Circular-SEBI master circular bearing reference Circular SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, as amended SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Regulations Requirements) Regulations, 2018 SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations Regulations, 2015 SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations Requirements) Regulations, 2015 SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 Bankers Regulations SEBI Mutual Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Regulations SEBI RTA Master SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 Circular dated May 7, 2024 SEBI SBEB Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Regulations Equity) Regulations, 2021 SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and Regulations Takeovers) Regulations, 2011 SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant to SEBI AIF Regulations SKU Stock Keeping Units State Government Government of a State in India STT Securities Transaction Tax TCS Tax Collected at Source TDS Tax Deducted at Source Trade Marks Act Trade Marks Act, 1999 UAE United Arab Emirates UK United Kingdom USD United States dollar US GAAP Generally Accepted Accounting Principles in the United States of America U.S. Securities Act U.S. Securities Act of 1933, as amended USA/ U.S./ US The United States of America USD/ US$ United States Dollars VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF Regulations WACA Weighted average cost of acquisition Technical, Business and Industry Related Terms Terms Description APEDA Agriculture and Processed Food Products Export Development Authority Basmati rice products Premium, Medium, Value and HORECA segments B2C Business-to-customer B2D Business-to-developers CCEA Cabinet Committee on Economic Affairs CIF Cost, insurance and freight CXL concessions Compute Express Link DDP Delivery duty paid D2C Direct to Customer E-NAM E-National Agriculture Market ERP software Enterprise resource planning software FOB Free-on-board FOR Free-on-road FPOs Farmer Producer Organisations GI Geographical Indication HORECA Hotel, Restaurant and Catering IMD India Meteorological Department 16Terms Description IMF International Monetary Fund IT Information Technology MT Metric Ton MTPA Million Tonnes per Annum MWPA Megawatt-Peak Per Annum MY Marketing Year PMFBY Pradhan Mantri Fasal Bima Yojana PMKVY Pradhan Mantri Kisan Maan Dhan Yojana PM-PRANAM Programme for Restoration, Awareness, Generation, Nourishment and Amelioration of Mother-Earth USDA United States Department of Agriculture Key Performance Indicators Term Explanation for the KPI Financial KPIs Revenue from operation is used by management to track the revenue profile of the Revenue from Operations business and in turn helps assess the overall financial performance of our Company and size of our business Gross Profit is calculated as Revenue from operations minus the Cost of Goods Gross Profit Sold. Cost of Goods Sold is an indicator of direct costs associated with production of goods. It reflects our reflects our ability to manage direct production costs. Gross Margin % is an indicator of the efficiency of the company in managing direct Gross Margin (%) expenses associated with the production of goods relative to its revenue EBITDA provides information regarding the operational efficiency of the business EBITDA of the Company. EBITDA Margin (%) is an indicator of the operational profitability and financial EBITDA Margin (%) performance of our business Profit after Tax provides information regarding the overall profitability of the PAT business PAT Margin (%) is an indicator of the overall profitability of the business relative PAT Margin (%) to its revenue and financial performance of our business RoE is an indicator of the Company’s efficiency as it measures the Company’s Return on Equity (%) profitability. RoE is indicative of our profit generation capability using own equity contribution. Return on Capital Employed RoCE is indicative of earnings generated by our Company from the total capital (%) employed. RoA is an indicator of our Company’s efficiency in utilizing its tangible assets to Return on Assets (%) generate net income. The debt-to-equity ratio compares the Company’s liabilities to its shareholder’s Debt-Equity Ratio equity and is used to gauge how much debt or leverage the organization is using. Total debt includes both short term and long term loans taken by the company to Total Debt manage its operations Interest coverage ratio is an indicator of the company's ability to make interest Interest coverage ratio payments during the year. Current Ratio Current Ratio is an indicator of liquidity of our Company. Operational KPIs Inventory days is an indicator of efficiency of inventory management by the company. Inventory days is calculated as 365 divided by Inventory turnover ratio. Inventory Days Inventory Turnover ratio is calculated as Revenue from Operations divided by average of beginning and ending inventory during the year Debtor days indicates how efficiently the company is managing its debtors. Debtors days is calculated as 365 divided by Debtor turnover ratio. Debtor Turnover ratio is Debtors Days calculated as Revenue from operations divided by average of beginning and ending receivables during the year Creditors days indicates how efficiently the company is managing payments to its Creditors Days suppliers. Creditors days is calculated as 365 divided by Creditors turnover ratio. 17Term Explanation for the KPI Creditors Turnover ratio is calculated as Cost of Goods Sold divided by average of beginning and ending payables during the year Domestic Revenue % indicates the share of revenue derived from domestic Domestic Revenue (%) customers of our company during the year Export Revenue % indicates the share of revenue derived from exports during the Export Revenue (%) year Number of exporting Number of exporting countries indicate the geographic reach of our company in countries selling our products outside India Number of registered Number of registered trademarks indicates the number of registered brands globally trademarks Number of distributors indicate the strength of distribution network of our company Distributors both in India and export markets Capacities (in MT) Production Capacity is the milling capacity of our company in an year Capacity Utilization indicates the company's efficiency in utilizing its installed Capacity Utilisation (%) capacity. It is calculated as the capacity utilized during the year divided by the installed capacity Volume sold is the amount of finished goods sold to generate revenue during the Volume Sold year 18ISSUE DOCUMENT SUMMARY The following is a general summary of the terms of the Issue included in this Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Prospectus filed, 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 the sections titled “Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated Consolidated Financial Information”, “Outstanding Litigation and Other Material Developments” and “Issue Procedure” on pages 36, 84, 102, 118, 153, 212, 287, 295, 402 and 440, respectively. Primary business of our Company We are a processor and exporter of basmati rice and other FMCG products in India. We cater to domestic and export markets and have a pan-India presence with extensive sales and distribution network that allows us to target a wide range of consumers and ensure effective penetration of our products and marketing campaigns. A significant portion of our revenue from operations is generated from export sales, with a focus on Middle East. We operate two processing facilities, one in Amritsar-Punjab and the other in Safidon-Haryana. We also have a packaging facility, in New Delhi, India. For further details, please see “Our Business” beginning on page 212. Industry in which our Company operates As per the Company commissioned CARE Report, India's agricultural landscape is characterized by cultivation of wide range of crops, catering to domestic consumption and international trade. Among these crops, rice holds a significant share of 35%. India is a major player in the global rice market as an exporter. Basmati rice, famous for its aroma and long grains, is one of the most prized varieties, with significant exports. Basmati rice from India has been granted a Geographical Indication (GI) tag, recognizing its unique identity and ensuring protection against counterfeit products in international markets. The GI tag covers Basmati rice grown in specific regions of Punjab, Haryana and Delhi. For further details, please see “Industry Overview” beginning on page 153. Promoters Our Promoters are Jagdish Kumar Suri, Rahul Suri and Ramnika Suri. For further details, please see “Our Promoters and Promoter Group” on page 287. Our Subsidiary We have one wholly-owned subsidiary, namely, ACJK Foods Private Limited which is also our material subsidiary. For further details in relation to the nature of business of our Subsidiary, please see the section titled “History and certain corporate matters –Subsidiary of our Company” on page 258. The Issue The Issue comprises of Fresh Issue of 20,754,716* Equity Shares of face value of ₹10 each for cash at a price of ₹212 per Equity Share (including a share premium of 202 per Equity Share), aggregating to ₹4,400 million*. * Subject to finalization of the Basis of Allotment Notes: (1) The Issue has been authorised by our Board pursuant to the resolution passed at its meeting dated June 13, 2025 and by our Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated June 16, 2025. (2) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the 19subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. The Issue constituted 20.04% of the post-Issue paid up Equity Share capital of our Company. For further details, please see chapter titled “The Issue” and “Issue Structure” beginning on page 84 and 435, respectively. Objects of the Issue The Net Proceeds are proposed to be used in the manner set out in in the following table: (₹ in million) Sr. Particulars Estimated Amount (1) No. 1. Funding working capital requirement of our Company 4,000 2. General corporate purposes(1) 111.14 Net Proceeds(2) 4,111.14* * Subject to finalization of the Basis of Allotment (1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue. (2) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. For further details, please see “Objects of the Issue” beginning on page 118. Aggregate pre-Issue and post-Issue shareholding of our Promoters and members of our Promoter Group as a percentage of our paid-up Equity Share capital of our Company The aggregate pre-Issue and post-Issue shareholding of our Promoters and members of the Promoter Group as a percentage of the pre-Issue paid-up equity share capital of our Company is set out below: Sr. Name of the Pre-Issue Post-Issue* No. Shareholders Number of Equity % of the pre- Number of % of the post- Shares of face value Issue paid up Equity Shares Issue paid up of ₹10 each Equity Share of face value Equity Share capital of ₹10 each capital Promoters 1. Jagdish Kumar Suri 74,101,350 89.50 74,101,350 71.56 2. Rahul Suri 6,878,850 8.31 6,878,850 6.64 3. Ramnika Suri 300,000 0.36 300,000 0.29 Sub Total (A) 81,280,200 98.17 81,280,200 78.49 Members of the Promoter Group 4. Siya Malhotra 150,000 0.18 150,000 0.14 5. Jasmine Suri 150,000 0.18 150,000 0.14 6. Nishi Saigal 300 Negligible 300 Negligible Sub Total (B) 300,300 0.36 300,300 0.29 Total (A + B) 81,580,500 98.53 81,580,500 78.78 *Subject to finalization of the Basis of Allotment. Except as disclosed above in the table, as on the date of this Prospectus, none of the other members of the Promoter Group hold any Equity Shares. 20For further details, please see “Capital Structure” beginning on page 102. Shareholding of our Promoters, members of our Promoter Group and additional top 10 Shareholders of our Company The aggregate pre-Issue and post-Issue shareholding, of each of our Promoters, members of our Promoter Group and additional top 10 Shareholders (apart from our Promoters and Promoter Group) as on the date of this Prospectus is set forth below: Sr. Name of the Pre-Issue shareholding as Post-Issue shareholding as at Allotment* No. Shareholders on date of this Prospectus Number of % of the At the lower end of the At the upper end of the Equity pre-Issue price band (₹201) price band (₹212) Shares of face paid up No. of % of Number % of the value of ₹10 Equity Equity Sharehol of Equity post- each Share Shares ding Shares of Issue capital face value paid up of ₹10 Equity each Share capital Promoters 1. Jagdish Kumar Suri 74,101,350 89.50 74,101,350 70.78 74,101,350 71.56 2. Rahul Suri 6,878,850 8.31 6,878,850 6.57 6,878,850 6.64 3. Ramnika Suri 300,000 0.36 300,000 0.29 300,000 0.29 Sub Total (A) 81,280,200 98.17 81,280,200 77.64 81,280,200 78.49 Promoter Group 4. Siya Malhotra 150,000 0.18 150,000 0.14 150,000 0.14 5. Jasmine Suri 150,000 0.18 150,000 0.14 150,000 0.14 6. Nishi Saigal 300 Negligible 300 Negligible 300 Negligible Sub Total (B) 300,300 0.36 300,300 0.29 300,300 0.29 Additional top 10 Shareholders# 7. Adit Jain 290,697 0.35 290,697 0.28 290,697 0.28 8. Shrey Jain 290,697 0.35 290,697 0.28 290,697 0.28 9. Somani Ventures 263,158 0.32 263,158 0.25 263,158 0.25 and Innovations Limited 10. Ankit Jagdishbhai 197,370 0.24 197,370 0.19 197,370 0.19 Agrawal 11. Mamta Tulshyan 174,418 0.21 174,418 0.17 174,418 0.17 Sub Total (C) 1,216,340 1.47 1,216,340 1.17 1,216,340 1.17 Total (A + B + C) 82,796,840 100 82,796,840 79.09 82,796,840 79.95 #Apart from the Promoter and Promoter Group members, there are only five Shareholders holding Equity Shares in our Company. * Subject to finalization of the Basis of Allotment Summary of Restated Consolidated Financial Information A summary of the restated consolidated financial information of our Company as derived from the Restated Consolidated Financial Statements for the six months ended September 30, 2025 and for Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 are as follows: 21(Amount in ₹ million, except per share data) Particulars Six months ended Financial Year Financial Year Financial Year September 30, ended March 31, ended March 31, ended March 31, 2025 2025 2024 2023 Equity Share 827.97 820.41 54.39 54.39 capital Net Worth 4,408.94 3,791.84 3,114.78 2,808.42 Revenue from 10,212.46 20,016.47 15,495.24 13,158.48 operation Total revenue 10,242.97 20,040.28 15,514.21 13,178.61 Profit for the 486.54 608.22 304.05 174.96 period / year Earnings per 5.93 7.46 3.75 2.14 Equity Share of face value of ₹10 each (Basic) Earnings per 5.93 7.46 3.75 2.14 Equity Share of face value of ₹10 each (Diluted) Return on Net 11.87% 17.61% 10.27% 6.43% Worth (%) Net Asset Value 53.68 46.29 38.09 34.35 per Equity Share of face value of ₹10 each Total borrowings 7,397.38 7,840.58 7,776.21 6,675.30 Notes: 1. Net Worth shall mean the aggregate value of the paid-up share capital and all reserves created out of the profit, securities premium account and debit or credit balance of profit and loss account after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write -back of depreciation and amalgamation. 2. Revenue from operations is calculated as revenue from sale of products as per the Restated Consolidated Financial Information. 3. PAT represents total profit for the year/period as per the Restated Consolidated Financial Information. 4. Basic EPS (₹) = Restated profit for the year/period attributable to the equity holders of our Company/Weighted average number of equity shares outstanding during the year/period. 5. Diluted EPS (₹) = Restated profit for the year/ended attributable to equity holders of our Company/Weighted average number of diluted equity shares and all dilutive potential equity shares outstanding during the year/period. 6. Return on Net worth attributable to the owners of our Company (%) = Restated profit / (loss) for the year/ period attributable to owners of the Company / Average net worth attributable to owners of the Company. 7. Net Asset Value per share is calculated as Net Worth attributable to owners of the Company as at the end of Fiscal year divided by the weighted average number of Equity Shares used in calculating basic earnings per share. 8. Total borrowings is calculated as a sum of long term and short term borrowings (including current maturities on long term borrowings). For further details, please see “Restated Consolidated Financial Information” beginning on page 295. Qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Information There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Information. For further details, see “Restated Consolidated Financial Information” beginning on page 295. Summary of Outstanding Litigations A summary of outstanding litigation proceedings involving our Company, our Subsidiary, our Directors, our Promoters, our Key Managerial Personnel and our Senior Management to the extent applicable, as on the date of this Prospectus is provided below: 22Disciplinary actions by the Aggregate SEBI or stock Statutory/ Material amount Name of Criminal Tax Exchanges Regulatory civil involved Entity Proceedings proceedings against our proceedings litigation** (₹ in Promoters in milli on)* last five financial years Company By our 1 Nil Nil Nil 3 115.56# Company Against our 1 22 Nil Nil 1 521.69 Company Subsidiary By our Nil Nil Nil Nil Nil Nil Subsidiary Against our Nil Nil Nil Nil Nil Nil Subsidiary Directors (Other than Promoters) By our Nil Nil Nil Nil Nil Nil Directors Against our Nil Nil Nil Nil Nil Nil Directors Promoters By our Nil Nil Nil Nil Nil Nil Promoters Against our 1 Nil Nil Nil 1 98.14 Promoters Key Managerial Personnel (Other than Promoters) By our KMP Nil NA Nil NA NA Nil Against our Nil NA Nil NA NA Nil KMP Senior Management By our Senior Nil NA Nil NA NA Nil Management Against our Nil NA Nil NA NA Nil Senior Management * Amount to the extent quantifiable. ** In accordance with the Materiality Policy # For the purpose of computing the amount of USD 0.80 million involved in the matter, the exchange rate of ₹90.95 as on February 27, 2026 as per www.rbi.org.in/scripts/ReferenceRateArchive.aspx has been considered. Note: Our Company has suo moto filed adjudication applications before the Registrar of Companies, Delhi and Haryana at New Delhi on April 15, 2025, seeking adjudication for certain non-compliances, erroneous disclosures, non-filings of certain forms as required under the provisions of the Companies Act, 1956 and Companies Act, 2013. For further details, please see “Outstanding Litigation and Material Developments” beginning on page 402. Risk Factors Specific attention of Investors is invited to “Risk Factors”, beginning on page 36 to have an informed view before making an investment decision. Set forth below are the top 10 risk factors applicable to our Company: Sr. No Description 1. Our packaging units are located in non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption. 2. Our operations are dependent on the supply of raw material. Inadequate or non-availability and fluctuations in the cost of raw material could adversely affect our business, results of operations, cash flows, profitability and financial conditions. 3. During the peak arrival season of paddy harvesting, our Company procures significant quantities of basmati paddy which is our primary raw material and for the purpose of doing the same, significant amount of working capital is required. Our business being working capital intensive, insufficient cash 23Sr. No Description flows or inability to borrow funds to meet our working capital requirements may materially and adversely affect our business and operations. 4. We rely on procurement agents to procure sufficient raw materials of the desired quality for our processing requirements. Further, we do not have long-term contracts with our procurement agents and engage them by way of purchase orders. Any failure on the part of such agents to procure, in a timely manner, the desired quality and quantity of raw materials at commercially favourable terms, may adversely affect our operations. 5. We have a high debt equity ratio and have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, cash flows and financial condition. 6. A significant portion of our income is derived from our export of basmati rice, which may be dependent on the policies passed by the GoI and the governments of the countries where we export and any unfavorable change in such policies may adversely affect our business. 7. We are subject to strict quality requirements from our customers, and any failure to comply with quality standards may lead to cancellation of existing and future orders and could negatively impact our business, results of operations, cash flows and financial condition. 8. If we are subject to product liability and other civil claims and costs incurred because of product recalls, it could expose us to costs and liabilities and adversely affect our reputation, business, revenues and profitability. 9. In the six months ended September 30, 2025, we derived 45.03% of our revenue from operations from our top 10 customers, 28.92% of our revenue from operations from our top five customers, with our single largest customer contributing to 9.35% of our revenue from operations in this periods. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations, cash flows and financial condition. 10. Our relationship with our distributors is critical to our business. We do not enter into long-term arrangements with our distributors, and we cannot assure you that we will be able to sell the quantities we have historically supplied, which could have an adverse impact on our sales, business growth and prospects, results of operations and financial condition. Summary of contingent liabilities and commitments The summary of our contingent liabilities as per Ind AS 37 as at September 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 as indicated in the Restated Consolidated Financial Statements are as follows: (₹ in million) Particulars As at As at March As at March As at March September 30, 31, 2025 31, 2024 31, 2023 2025 Contingent Liabilities Bill discounted from Banks 230.15 1,077.25 700.76 265.29 Claims against our Company not 144.72 144.72 144.72 144.72 acknowledged as debt (VAT Demand Dispute where appeal is pending before Sales Tax Department (Punjab) & High Court of Punjab & Haryana Claims against our Company not - 0.37 0.37 - acknowledged as debt (GST Demand Dispute where appeal is pending before Central Goods & Service Tax (Appeals) Commissionerate, Ludhiana (Punjab) Notice of Demand under section 156 278.83 278.83 - - of Income Tax Act, 1961 dated March 24, 2025 for Assessment Year 2023-24 Appeal has been filed via the National Faceless Appeal Center 24Particulars As at As at March As at March As at March September 30, 31, 2025 31, 2024 31, 2023 2025 Commitments Estimated amount of contracts 0.87 0.87 0.87 1.74 remaining to be executed on capital contracts and not provided for (Capital W-I-P - Refer Note 2B of the Restated Consolidated Financial Statements) For further details, refer “Restated Consolidated Financial Statement – Note 42 – Restated Contingent Liability & Commitments” and “Risk Factors- Our contingent liabilities could materially and adversely affect our business, results of operations, cash flows and financial condition.” on page 354 and 48 respectively. Summary of Related Party Transactions A summary of the related party transactions derived from the Restated Consolidated Financial for the six months ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 is set forth below: Description of Relationship Name of the Related Party Wholly Owned Subsidiary Company ACJK Foods Private Limited Managing Director Jagdish Kumar Suri Whole Time Director Rahul Suri Non Executive Non Independent Director Ramnika Suri Relative Of Director Jasmine Suri Chief Financial Office Anuj Verma Company Secretary Nancy Gulati (In effect till 31/03/2025) Sadhna Khurana (In effect from 10/04/2025) Transaction with the related parties: (₹ in million) Particulars Name of the For the period/ year ended related party September 30, March 31, March 31, March 31, 2025 2025 2024 2023 Rent paid by Jagdish Kumar - - 0.20 0.20 Company Suri Rahul Suri 0.06 0.13 0.11 - Loan received Jagdish Kumar 7.50 - - 14.00 by Company Suri Rahul Suri 6.00 5.00 - - Managerial Jagdish Kumar 7.20 14.40 14.40 9.72 remuneration to Suri Directors by Rahul Suri 3.90 7.80 7.80 6.48 Company & Ramnika Suri - 0.80 2.40 2.40 Subsidiary Salary & others Jasmine Suri 1.34 2.86 2.60 2.48 emoluments Salary & others Anuj Verma 0.66 1.37 - - emoluments Salary & others Nancy Gulati - 0.33 - - emoluments Salary & others Sadhna 0.30 - - - emoluments Khurana Sitting fees Ramnika Suri 0.74 0.90 - - (Non Executive Non Independent Director) 25Closing Balance of related party stand at the year/ period end: (₹ in million} Name of the Particulars For the period/ year ended related September 30, March 31, March 31, March 31, party 2025 2025 2024 2023 Jasmine Suri Salary & Others 0.30 0.37 0.37 0.25 Emoluments Jagdish Rent paid by - - 0.20 60.90 Kumar Suri Company/ Loan received by Company Managerial 11.07 7.00 - 5.14 remuneration to directors (ACJKEL & ACJK Foods) Rahul Suri Rent paid by - - 0.11 28.30 Company/ Loan received by Company Managerial 6.00 3.63 - 3.03 remuneration to Directors (ACJKEL & ACJK Foods) Ramnika Managerial - - - 1.28 Suri remuneration to directors Loan received by - - - 10.45 Company Anuj Verma Salary & others 0.16 0.45 - - emoluments Nancy Salary & others - 0.05 - - Gulati emoluments Sadhna Salary & others 0.05 - - - Khurana emoluments The table below sets forth the our related party transactions in the ordinary course of business and such transactions as a percentage of revenue from operations for the period and fiscal years indicated: (₹ in million) For the period/ financial year ended Name of % of % of % of % of Septe Mar Mar Particular the revenue revenue revenue Marc revenue mber ch ch s related from from from h 31, from 30, 31, 31, party operatio operatio operation 2023 operatio 2025 2025 2024 ns ns s ns Jagdish - - - - 0.20 Negligible 0.20 Negligible Rent paid Kumar by Suri Company Rahul 0.06 Negligible 0.13 Negligible 0.11 Negligible - - Suri Loan Jagdish 7.50 0.07% - - - - 14.00 0.11% received by Kumar Company Suri Loan 6.00 0.06% 5.00 0.02% - - - - Rahul received by Suri Rahul Suri 26For the period/ financial year ended Name of % of % of % of % of Septe Mar Mar Particular the revenue revenue revenue Marc revenue mber ch ch s related from from from h 31, from 30, 31, 31, party operatio operatio operation 2023 operatio 2025 2025 2024 ns ns s ns Managerial Jagdish 6.00 0.06% 12.0 0.06% 12.0 0.08% 9.00 0.07% remunerati Kumar 0 0 on to Suri directors Rahul 3.00 0.03% 6.00 0.03% 6.00 0.04% 6.00 0.05% (ACJKEL) Suri Ramnika - - 0.80 Negligible 2.40 0.02% 2.40 0.02% Suri Managerial Jagdish 1.20 0.01% 2.40 0.01% 2.40 0.02% 0.72 0.01% remunerati Kumar on to Suri Directors 0.90 0.01% 1.80 0.01% 1.80 0.01% 0.48 Negligible Rahul (ACJK Suri Foods) Salary & 1.34 0.01% 2.86 0.01% 2.60 0.02% 2.48 0.02% others Jasmine emolument Suri s Salary & 0.66 0.01% 1.37 0.01% - - - - others Anuj emolument Verma s Salary & 0.30 Negligible - - others Sadhna emolument Khurana s Salary & - - 0.33 Negligible - - - - others Nancy emolument Gulati s Sitting fees 0.74 0.01% 0.90 Negligible - - - - (Non Executive Ramnika Non Suri Independen t Director) For further details, please see “Restated Consolidated Financial Statements – Note 37 – Restated Related Party Transactions” beginning on page 351. Also see “Risk Factors- We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders.” on page 69. Financing Arrangements There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of business of the relevant financing entity, during a period of six months immediately preceding the date of this Prospectus. Weighted average price at which the Equity Shares were acquired by our Promoters in last one year preceding the date of this Prospectus Except as stated below, none of our Promoters have acquired any Equity Shares in one year preceding the date of this Prospectus: 27Name of the Promoters Number of Equity Shares Weighted average price at which acquired in one year preceding the Equity Shares were acquired the date of this Prospectus in the one year preceding the date of this Prospectus (in ₹)* Jagdish Kumar Suri Nil Nil Rahul Suri Nil Nil Ramnika Suri Nil Nil *As certified by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company, pursuant to their certificate dated March 28, 2026. For further details, please see “Capital Structure” beginning on page 102. Weighted average cost of acquisition of all Equity Shares transacted in the three years, eighteen months and one year preceding the date of this Prospectus. Particulars Weighted Average Cost Cap Price is ‘X’ times the Range of acquisition of Acquisition (WACA) Weighted Average Cost price Lowest Price- (in ₹)*^# of Acquisition Highest Price (in ₹)* Last 3 years 2.84 74.65 0-172 Last 18 months 165.12 1.28 0-172 Last 1 year 169.03 1.25 0-172 *As certified by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company pursuant to their certificate dated March 28, 2026. # Adjusted for corporare actions ^The Company has on September 11, 2024 issued Bonus in the proportion of fourteen Equity Shares for every one Equity Share held by the Shareholders as on the record date i.e. August 27, 2024. Average cost of acquisition of Equity Shares of our Promoters The average cost of acquisition of Equity Shares held by our Promoters as on the date of this Prospectus is set forth in the table below: Name of shareholders Number of Equity Shares Average cost of Acquisition per held^ Equity Share (in ₹)* Jagdish Kumar Suri 74,101,350 4.68 Rahul Suri 6,878,850 19.00 Ramnika Suri 300,000 0.33 *As certified by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company pursuant to their certificate dated March 28, 2026. ^The Company has on September 11, 2024 issued Bonus in the proportion of fourteen Equity Shares for every one Equity Share held by the Shareholders as on the record date i.e. August 27, 2024. Details of price at which specified securities were acquired in the last three years preceding the date of this Prospectus by our Promoters, members of the Promoter Group and Shareholder(s) with rights to nominate Director(s) or other special rights Except as mentioned below, our Promoters, members of our Promoters Group or our Shareholders with rights to nominate Director(s) or other special rights have not acquired any Equity Shares in the last 3 years preceding the date of this Prospectus: Name Date of Acquisition/ Nature of transaction Number Face Acquisition Allotment of Equity of Equity Value price per Shares Shares (in ₹) Equity Acquired Share (₹) Promoters Jagdish Kumar July 5, 2024 Transfer from Sushil Sehgal 90 10 560 Suri September 11, 2024 Bonus Issue in the ratio of 14 69,161,260 10 NA fully paid-up Equity Shares for every 1 Equity Share held by the 28Name Date of Acquisition/ Nature of transaction Number Face Acquisition Allotment of Equity of Equity Value price per Shares Shares (in ₹) Equity Acquired Share (₹) Shareholders on August 27, 2024 being the record date. Rahul Suri July 5, 2024 Transfer from Narendra Kumar 90 10 560 Sehgal September 11, 2024 Bonus Issue in the ratio of 14 6,420,260 10 NA fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Ramnika Suri September 11, 2024 Bonus Issue in the ratio of 14 280,000 10 NA fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Promoter Group Nishi Saigal August 1, 2024 Transfer from Sushil Sehgal 10 10 560 September 11, 2024 Bonus Issue in the ratio of 14 140 10 NA fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. December 3, 2024 Transfer from Satish Saigal 150 10 Nil Jasmine Suri September 11, 2024 Bonus Issue in the ratio of 14 140,000 10 NA fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Siya Malhotra September 11, 2024 Bonus Issue in the ratio of 14 140,000 10 NA fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Other Shareholders Ankit August 24, 2024 Preferential Allotment 13,158 10 2,280 Jagdishbhai September 11, 2024 Bonus Issue in the ratio of 14 184,212 10 NA Agarwal fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. As on the date of this Prospectus, there are no Shareholders in our Company who are entitled to have any other special rights including the right to nominate Directors on our Company’s Board. For details, refer “History and Certain Corporate Matters- Details of Shareholders’ agreements” on page 256. Details of pre-IPO Placement Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. 29For further details, see “Capital Structure - History of Share capital of our Company” on page 103. Issuance of Equity Shares for consideration other than cash in the last one year Our Company has not issued any Equity Shares for consideration other than cash or by way of bonus issue in the last one year preceding the date of this Prospectus. For further details, see “Capital Structure- Notes to Capital Structure” on page 103. Split/consolidation of Equity Shares in the last one year Our Company has not undertaken split or consolidation of its Equity Shares in the one year preceding the date of this Prospectus. For further details, see “Capital Structure” on page 102. Exemption from complying with any provisions of securities laws, if any, granted by SEBI Our Company has not sought any exemption from the SEBI from complying with any provisions of securities laws, as on the date of this Prospectus. 30CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references to “India” contained in this Prospectus are to the Republic of India and its territories and possessions. All references to the “Government”, “Indian Government”, “GOI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references to the “U.S.”, “US”, “U.S.A” or “United States” are to the United States of America and its territories and possessions. Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Further, unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus. Financial Data Unless stated, or, the context requires, otherwise all financial information and financial ratios in this Prospectus is derived from our Restated Consolidated Financial Information as at and for the six months ended September 30, 2025, and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, comprising of the restated consolidated statement of assets and liabilities as at September 30, 2025, and March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated cash flow statement for the six months ended September 30, 2025 and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant accounting policies, and other explanatory information, as approved by our Board of Directors at their meeting held on December 29, 2025 and prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended, SEBI ICDR Regulations, as amended, Guidance Note on Reports in Company Prospectuses (Revised January, 2019) issued by the ICAI, as amended. For further information, see “Financial Information” on page 295. Our Company’s financial year commences on April 1 and ends on March 31 of that particular calendar year. Accordingly, all references to a particular financial year or fiscal, unless stated otherwise, are to the 12 months period ended on March 31 of such years. Unless stated otherwise, or the context requires otherwise, all references to a “year” in this Prospectus are to a calendar year. 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, Ind AS, the Companies Act and SEBI ICDR Regulations. Any reliance by persons not familiar with the aforementioned policies and laws on the financial disclosures presented in this Prospectus should be limited. There are significant differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our Company does not provide a reconciliation of its financial statements with Indian GAAP, IFRS or U.S. GAAP requirements. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our financial data. For further details in connection with risks involving differences between Ind AS and other accounting principles, please see “Risk Factors – Significant differences exist between Ind-AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Prospectus.” on page 78. Unless the context otherwise requires or indicates, any percentage amounts (excluding certain operational metrics), as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 36, 212 and 361, respectively, and elsewhere in this Prospectus, have been derived from the Restated Consolidated Financial Information. In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Except as otherwise stated, all figures in decimals have been rounded off to the second decimal and all the percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. 31Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to conform to their respective sources. Non-GAAP Financial Measures Certain non-GAAP measures such as EBIT, EBITDA, EBITDA Margin, net worth, average net worth, return on average net worth, average borrowing, debt to equity ratio, net asset value per Equity share (“Non-GAAP Measures”) and certain other industry metrics relating to our operations and financial performance presented in this Prospectus are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year / period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by our activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these Non- GAAP Measures are not a standardised term and, therefore, a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us because these are widely used measures to evaluate a company’s operating performance. For further details, please see “Risk Factors- Significant differences exist between Ind-AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Prospectus” and “Other Financial Information” on pages 78 and 358, respectively. Currency and Units of Presentation All references to “Rupees” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$”, “US Dollar”, or “USD” are to United States Dollars, the official currency of the United States of America. In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in million. One million represents ‘million’ or ‘1,000,000’. However, where any figures that may have been sourced from third-party industry sources are expressed in denominations other than million, such figures appear in this Prospectus expressed in such denominations as provided in their respective sources. Exchange Rates This Prospectus contains conversion 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. Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts into Indian Rupee, are as follows: (in ₹) Exchange Rate as on Currency September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 1 USD 88.79 85.58 83.37 82.22 1 EUR 104.22 92.32 90.22 89.61 Source: www.fbil.org.in Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous Working Day has been disclosed. The reference rates are rounded off to two decimal places. 32Time Unless otherwise specified, all references to time in this Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year in this Prospectus are to a calendar year. Industry and Market Data Unless stated otherwise, the industry and market data set forth in this Prospectus has been obtained or derived from report titled “Industry Research Report on Rice Industry” dated January 13, 2026 (“CARE Report”) prepared by Care Analytics and Advisory Private Limited, appointed by us pursuant to an engagement letter dated April 16, 2025, and exclusively commissioned by and paid for by our Company for the purposes of the Issue. CARE is an independent agency which has no relationship with our Company, our Promoters, any of our Directors, Key Management Personnel, Senior Management or the BRLMs. The Company commissioned CARE Report is available on the website of our Company at https://www.aeroplanerice.com/investor-information/. Except for the Company commissioned CARE Report, we have not commissioned any report for purposes of this Prospectus and any market or industry related data, other than that derived from the Company commissioned CARE Report, used in this Prospectus has been obtained or derived from publicly available documents and other industry sources. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors- Certain sections of this Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 74. Accordingly, investors should not place undue reliance on or base their investment decision on this information. The extent to which the market and industry data used 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 business of our Company is conducted, and methodologies and assumptions may vary widely among different industry sources. In addition, certain data in relation to our Company used in this Prospectus has been obtained or derived from the Company commissioned CARE Report, which may differ in certain respects from our Restated Consolidated Financial Statements as a result of, inter alia the methodologies used in comparing such data. Accordingly, no investment decision should be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors. In accordance with the SEBI ICDR Regulations, “Basis for Issue Price”, beginning on page 130 includes information relating to our peer group companies. Such information has been derived from publicly available sources. No investment decision should be made solely on the basis of such information. 33FORWARD-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”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar import but are not the exclusive means of identifying such statements. Similarly, statements that describe our strategies, objectives, plans, goals, future events, future financial performance or financial needs are also forward-looking statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are 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. For the reason described below, we cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Therefore, investors are cautioned not to place undue reliance on such forward- looking statements and not to regard such statements as a guarantee of future performance. Actual results may differ materially from those suggested by forward-looking statements 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, 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, 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, the following: • Our packaging units are located in non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption. • Our operations are dependent on the supply of raw material. Inadequate or non-availability and fluctuations in the cost of raw material could adversely affect our business, results of operations, cash flows, profitability and financial conditions. • During the peak arrival season of paddy harvesting, our Company procures significant quantities of basmati paddy which is our primary raw material and for the purpose of doing the same, significant amount of working capital is required. Our business being working capital intensive, insufficient cash flows or inability to borrow funds to meet our working capital requirements may materially and adversely affect our business and operations. • We rely on procurement agents to procure sufficient raw materials of the desired quality for our processing requirements. Further, we do not have long-term contracts with our procurement agents and engage them by way of purchase orders. Any failure on the part of such agents to procure, in a timely manner, the desired quality and quantity of raw materials at commercially favourable terms, may adversely affect our operations. • We have a high debt equity ratio and have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, cash flows and financial condition. • A significant portion of our income is derived from our export of basmati rice, which may be dependent on the policies passed by the GoI and the governments of the countries where we export and any unfavorable change in such policies may adversely affect our business. • We are subject to strict quality requirements from our customers, and any failure to comply with quality standards may lead to cancellation of existing and future orders and could negatively impact our business, results of operations, cash flows and financial condition. • If we are subject to product liability and other civil claims and costs incurred because of product recalls, it could expose us to costs and liabilities and adversely affect our reputation, business, revenues and profitability. • In the six months ended September 30, 2025, we derived 45.03% of our revenue from operations from our top 10 customers, 28.92% of our revenue from operations from our top five customers, with our single largest customer contributing to 9.35% of our revenue from operations in this periods. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations, cash flows and financial condition. 34• Our relationship with our distributors is critical to our business. We do not enter into long-term arrangements with our distributors, and we cannot assure you that we will be able to sell the quantities we have historically supplied, which could have an adverse impact on our sales, business growth and prospects, results of operations and financial condition. For details regarding factors that could cause actual results to differ from expectations, please see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations”, beginning on pages 36, 212 and 361, 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 and are not a guarantee of future performance. 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. Our forward- looking statements reflect current views as 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 Promoters, our Directors, the BRLMs nor any of its respective affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company will ensure that the Bidders in India are informed of material developments until the time of the grant of listing and trading permission by Stock Exchanges for the Issue. 35SECTION II – RISK FACTORS RISK FACTORS An investment in the 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 evaluating our business and making an investment in the Equity Shares pursuant to the Issue. This section should be read in conjunction with “Industry Overview”, “Our Business”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Financial Statements”, on pages 153, 212, 361 and 295, respectively, before making an investment decision in relation to the Equity Shares. The risks and uncertainties described in this section are not the only risks that are relevant to us, the Equity Shares or the industry and sector in which we operate. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations, cash flows and financial condition. If any of the following risks or other risks that are not currently known or are now deemed immaterial actually occur, our business, results of operations, cash flows and financial condition could be adversely affected, the trading price of the Equity Shares could decline, and investors may lose all or part of their investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors described below. However, there are certain risk factors where such implications are not quantifiable, and hence any quantification of the underlying risks has not been disclosed in such risk factors. In making an investment decision, prospective investors must rely on their own examination of our Company and our Subsidiary and the terms of the Issue, including the merits and risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular consequences they may encounter from investing in the Equity Shares. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Prospectus. For details, see “Forward-Looking Statements” on page 34. Unless otherwise indicated or the context otherwise requires, the financial information, as of and for the six months period ended September 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, included herein is based on or derived from our Restated Consolidated Financial Information included in this Prospectus. For further information, see “Restated Consolidated Financial Information” on page 295. Our financial year ends on March 31 of each year, and references to a particular year are to the 12 months ended March 31 of that year. Accordingly, references to a “Fiscal” or “fiscal year” are to the 12-month period ended March 31 of the relevant year. References in this section to a “six months period” refers to the six months ended September 30 of a particular fiscal year. We have also included various operational and financial performance indicators in this Prospectus, some of which have not been derived from our Restated Consolidated Financial Information. The manner of calculation and presentation of some of the operational and financial performance indicators, and the assumptions and estimates used in such calculation, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other information relating to our business and operations included in this Prospectus. Unless otherwise indicated, industry and market data used in this section has been derived from the report entitled “Industry Research Report on Rice Industry”, dated January 13, 2026, prepared by CARE, commissioned and paid for by our Company in connection with the Issue pursuant to an engagement letter dated April 16, 2025, as no report is publicly available which provides a comprehensive industry analysis, particularly for our Company’s products and services, that is similar to the Company commissioned CARE Report. The Company commissioned CARE Report is available on the website of our Company at https://www.aeroplanerice.com/investor-information/ from the date of this Prospectus until the Bid/Issue Closing Date. CARE is an independent agency and is not related in any manner to our Company, its Promoters, Subsidiary, Directors, Key Management Personnel, members of Senior Management, or the BRLMs. The Company commissioned CARE Report has also been included in “Material Contracts and Documents for Inspection - Material Documents” on page 526. 36Internal Risks 1. Our packaging units are located in non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption. Our Company’s packaging unit is located at Khasra No. 67/9, near Tata Telco Service Station, Alipur Extension, Delhi – 110 036, and our Subsidiary’s packaging unit is located at 67/13, Revenue Estate, Village Alipur, Delhi – 110 036. These premises are situated in non-conforming industrial areas, i.e., areas not designated for industrial use under the Delhi Master Plan 2021 (“MPD-2021”). As per MPD-2021, only those non-conforming clusters meeting specific criteria such as a contiguous area of at least 4 hectares, a minimum of 70% of plots engaged in industrial activity, adequate road access, and other infrastructure norms, are eligible for redevelopment subject to notification by the Government of National Capital Territory of Delhi (“GNCTD”) and compliance with prescribed redevelopment norms. The redevelopment process also requires the formation of a society of landowners, compliance with environmental and pollution control norms, payment of applicable charges, and procurement of statutory clearances. In the event such redevelopment is not completed within the time specified by the relevant authorities, the industrial units in such clusters may be required to shift to conforming industrial areas or cease operations. Furthermore, no new licenses or renewals for existing operations will be issued in such non-conforming areas without obtaining land use clearance from competent authorities. We have availed requisite licenses for our packaging units as mentioned in “Government and Other Statutory Approvals” on page 409. However since our packaging units does not currently fall within any notified industrial cluster by the GNCTD, we are unable to obtain certain statutory consents and licenses such as fire no objection certificate for the packaging units, registration as a ‘principal employer’ under the Contract Labour (Regulation and Abolition) Act, 1970 and registration under the Delhi Shops & Establishment Act, 1954. In the event that the area where our packaging units are located is notified in the future or if the applicable authorities initiate enforcement actions, the operations of our Company will not be significantly affected since our Unit I and Unit II, with an aggregate installed capacity of 323,000 MT, have sufficient capacity to absorb and continue the operations of Unit III, if required. The transition from Unit III to Unit I and II can be executed within an estimated period of 20 to 25 days. We may also face slowdown in operations during the transition period. To the extent of the transition and the slowdown of the business, operations will be affected. 2. Our operations are dependent on the supply of raw material. Inadequate or non-availability and fluctuations in the cost of raw material could adversely affect our business, results of operations, cash flows, profitability and financial conditions. We derived over 97% of our revenue from operations from sale of rice products during the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023. Set out in the table below is the breakdown of our revenue generated from sale of rice, FMCG and other products and its percentage derived from the sale of products for the periods indicated: (₹ in million) Produc Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 t September 30, 2025 Catego Revenue % of Revenue % of Revenue % of Revenue % of ry from revenue from revenue from revenue from revenue operation from operation from operation from operation from operations operation operations operation derived s derived derived s derived from sale of from sale from sale of from sale products of products of products products Rice 10,121.20 99.39 19,651.08 99.07 15,094.52 99.04 12,847.06 98.73 FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 Others 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87 Total 10184.82 100.00 19835.68 100.00 15,241.01 100.00 13,012.75 100.00 Note: “Others” primarily comprise of revenue generated from sale of sale of by-products, unused packing material and paddy. Our business is dependent on our ability to source raw material at an acceptable price and maintain a stable and sufficient supply of our major raw material. Our principal raw materials for production of rice products are basmati paddy and unfinished rice. The following table sets forth our cost of materials consumed in the periods indicated: 37Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 As a % As a % As a % As a % Particulars In ₹ of total In ₹ of total In ₹ of total In ₹ of total million expenses million expenses million expenses million expenses (%) (%) (%) (%) Cost of materials 8,419.11 87.58 17,313.49 90.00 12,551.36 83.01 11,118.25 85.88 consumed The price and availability of such raw materials depend on several factors beyond our control, including overall economic conditions, change in climate conditions, crop conditions, market demand and competition for such materials, production and transportation cost, duties and taxes and popularity of competing crops. Climate change, to the extent it produces rising temperatures and changes in weather patterns, could affect the frequency and/or severity of adverse or extreme weather events, the affordability, availability and adequacy of basmati paddy, and consequently our costs of operations. We procure raw materials primarily from the states of Haryana, Punjab and Madhya Pradesh. We are dependent upon the production of the basmati paddy from these states, which might be affected by disease to the crop mainly caused by fungi, bacteria and viruses. Some of the diseases affecting the crops include sheath blight which is caused due to growth of fungus as result of humidity in the air, leaf blight which is a bacterial disease affecting the crops. The other reasons for the loss of crop are due to larvae and other insect infestation and rodent attack. Although we have not incurred any financial loss during the six months ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, due to loss of crop resulting from infestation or rodent attack, we cannot assure that such loss may not occur in the future. Moreover, with the increasing prevalence of genetically modified products in agriculture, there is a risk that genetically modified products used in different agricultural industries in India may contaminate the areas from which we source our basmati paddy. Furthermore, farmers who currently grow basmati paddy may shift planting to other crops for a variety of reasons, including without limitation, prices and demand of other crops, etc., which could result in a decrease in basmati paddy production. Because we cannot enter into arrangements to hedge against these factors, the availability and price of raw materials are outside of our control. Additionally, due to our inability to enter into long-term supply contracts with basmati farmers, we cannot assure you that we will receive the required quantities of raw materials to commensurate with our requirements. Our business depends on our ability to procure quality raw materials at our desired quantity and at commercially viable cost, and we cannot assure you that we will be able to procure all of our raw materials requirements in the future, or that we will be able to pass any increases in the price of raw materials on to our customers. Our inability to procure sufficient raw materials at reasonable cost could adversely affect our growth plans, business, results of operations and financial condition. 3. During the peak arrival season of paddy harvesting, our Company procures significant quantities of basmati paddy which is our primary raw material and for the purpose of doing the same, significant amount of working capital is required. Our business being working capital intensive, insufficient cash flows or inability to borrow funds to meet our working capital requirements may materially and adversely affect our business and operations. Since the paddy crop is grown once a year in the states of northern India, we are generally required to complete most of our annual procurement during the peak season, which is typically the period between September and January. However, the specific months of procurement in each year may change since the harvest period of the paddy crop may vary due to weather and other unpredictable factors. Since we typically purchase most of our raw material requirements during the harvesting season as the best quality of raw material is available during such period, we require significant amount of working capital during such peak season for the procurement and storing of raw materials. Further, our Company has not entered into any forward contracts or contracts with its procurement agents for procuring raw materials. In the event we are unable to procure and store raw materials during the peak season in a timely manner or at all and at a commercially reasonable price, we may have to incur additional procurement costs which may not be commercially favourable for us. In addition, we typically age our basmati rice for 3 to 24 months to ensure its most premium quality. As a result, our inventory turnover days have been high. 38The table below sets out certain financial information relating to our inventory management for the periods indicated: Six months ended Particulars September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025(1) Inventory as a percentage of current assets (%) 60.84 63.95 67.49 63.90 Inventory turnover days (days) (2) 161 157 168 176 (1) Not Annualized (2) Inventory turnover days = 365/ (Revenue from Operations/average inventory at the beginning and end of the year) Due to our high inventory turnover days, we are required to maintain a sufficient stock of raw materials and basmati rice at all times in order to meet production requirements, thus increasing our storage and working capital requirements. Consequently, there could be situations where our working capital available may not be sufficient to fulfil our commitments, and hence we may need to incur additional indebtedness in the future or utilize cash flows from operations and other activities to satisfy our working capital needs. If we experience insufficient cash flows or are unable to borrow funds on a timely basis, or, at all, to meet our working capital and other requirements, it could materially and adversely affect our business and results of operations. Below table sets forth the details of the outstanding borrowings of our Company for the period and years indicated: (₹ in million) Outstanding As on As on March As on March As on March amount as September 30, 31, 2025 31, 2024 31, 2023 Category of borrowing March 9, 2025 2026 Fund-Based Borrowings Working capital facilities 7,587.24 7384.25 7824.92 7,753.14 6,560.78 Term/ Vehicle loans 11.75 13.14 15.66 23.07 15.06 Total fund based 7,598.29 7,397.39 7,840.58 7,776.20 6,575.84 borrowings Loans from related - - - - 99.46 parties (Loan from D irectors) Total Consolidated 7,598.29 7,397.39 7,840.58 7,776.20 6,675.30 borrowings Letter of Credit including 52.50 52.50 52.50 253.10 415.95 forward contract/Bank guarantee * Total borrowings 7,650.79 7,449.89 7,893.08 8,029.30 7,091.25 *Credit exposure limit for forward contracts not included in the bank’s overall credit limit. Our ability to raise additional funds is subject to a number of risks, some of which are beyond our control, including the condition of the global capital markets and Indian economy. If we decide to incur more debt, our interest payment obligations will increase, and we may be subject to additional conditions from lenders, which could place restrictions on how we operate our business and result in reduced cash flows. If we decide to issue equity, the ownership interest of our existing Shareholders would be diluted. There can be no assurance that we will be able to raise adequate financing on acceptable terms. However, our failure to obtain sufficient financing or maintaining our existing credit facilities could adversely affect our cash flow and financial condition and result in the delay or abandonment of our development plans. 4. We rely on procurement agents to procure sufficient raw materials of the desired quality for our processing requirements. Further, we do not have long-term contracts with our procurement agents and engage them by way of purchase orders. Any failure on the part of such agents to procure, in a timely manner, the desired quality and quantity of raw materials at commercially favourable terms, may adversely affect our operations. Pursuant to legislations enacted by the state governments, only licensed agents that are authorized to procure paddy from mandis, can procure such paddy directly from farmers. We hold the requisite license to procure paddy 39from mandis and do procure part of our raw materials directly from mandis through our internal procurement personnel. However, due to the large volume of our raw materials procurement, we also rely on third-party procurement representatives and agents for procurement of raw materials from mandis. As of February 28, 2026, our procurement network included over 325 procurement agents spread across the states or union territory of Jammu and Kashmir, Punjab, Haryana, Uttar Pradesh, Uttarakhand, Madhya Pradesh and Rajasthan, in addition to our internal procurement personnel. The table below sets out the number of procurement agents we had arrangements with as at dates indicated: As at Particulars February 28, 2026 September 30, March 31, March 31, March 31, 2025 2025 2024 2023 Number of procurement 325 325 325 325 325 agent The table below sets forth the contribution of our procurement agents as a percentage of total cost for the periods indicated: For the six months Procureme ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 nt Agents’ 2025 Contributi % of % of % of % of ₹ ₹ ₹ ₹ on Total Total Total Total millions millions millions millions Purchases Purchases Purchases Purchases Top 1 1,688.32 20.90 3,085.73 16.88 2,625.70 17.87 3,018.19 27.74 Top 5 4,076.26 50.47 7,708.12 42.16 6,791.99 46.22 6,550.07 60.19 Top 10 5,236.43 64.83 9,304.97 50.90 8,193.98 55.76 7,247.71 66.61 For Fiscal 2025, the contribution of our top 10 procurement agents amounted to 50.90% of total purchases. As such, we have been relying on and may continue to rely on our top 10 procurement agents to procure our raw materials for our business operations. We are unable to disclose the names of our top 10 procurement agents for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 as we have not received their consents for inclusion of their names in this Prospectus. We have adopted standard operating procedures for our agents, including quality specifications and monitoring performance, but have no direct control over their basmati purchases. While we reserve the right to reject defective products, if our agents fail to deliver the correct quantity or quality of raw materials at the correct price, in a timely manner, or at all, our business and results of operations could be adversely affected. We typically enter into non- binding oral agreements with these agents for the procurement process, as per common industry practice, and do not have any long-term contracts with our procurement agents. We engage them by way of executing individual purchase orders. Prices are negotiated for each purchase order with the respective procurement agent. While selecting our procurement agents we consider cost, grade, quality, time to fulfil, the agents’ history and experience and capacities. Through decades of experience in the rice industry, we have established long standing relations with procurement agents in the states of Punjab, Haryana, Delhi and Uttar Pradesh, which are known for high quality paddy. In the past, we have not faced any material difficulties in dealing with our procurement agents and that none of our top 10 procurement agents had ceased to supply raw materials to our Company. However, we cannot assure you that we will be able to procure adequate supplies of raw materials in future, as and when we need them and on commercially acceptable and favourable terms. Our inability to enforce these arrangements on substantially the same terms as agreed, or at all, could adversely affect our business and results of operations. Further, in the absence of definitive agreements with our agents, we cannot assure you that they will continue to be associated with us in the future, on reasonable terms, or at all. 5. We have a high debt equity ratio and have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, cash flows and financial condition. As at September 30, 2025, we had total borrowings of ₹7,397.39 million. The table below sets forth certain information on our total borrowings, debt to equity ratio and finance cost as at the dates indicated: 40For the six months ended As at March As at March 31, As at March 31, Particulars September 30, 31, 2025 2024 2023 2025 Total Borrowings (1) (₹ in 7,397.39 7,840.58 7,776.21 6,675.30 million) Debt to equity ratio (2) 1.68 2.07 2.50 2.38 Finance Costs (₹ in million) 425.75 787.81 649.01 511.28 (1) Total borrowing is calculated as the sum of current and non-current borrowings. (2) Debt-Equity Ratio is calculated as Total Debt divided by total equity. Total Debt is calculated as the sum of (i) non-current borrowings and (ii) current borrowings (including the current maturities of non-current borrowings). Our Company has a high debt-equity ratio, which indicates a greater reliance on borrowed funds to finance our operations and growth. A high level of debt increases our financial leverage and consequently, our exposure to risks associated with interest rate fluctuations, repayment obligations, and debt servicing costs. Further, a high debt-equity ratio may negatively influence our credit profile and lead to a downgrade in our credit rating. A lower credit rating can result in higher borrowing costs, reduced access to capital markets, and more stringent lending terms, all of which may adversely affect our financial position and results of operations. The working capital requirements of our Company are currently funded through Cash Credit (CC) and Export Packing Credit (EPC) limits, and not through long-term borrowings. These facilities are serviced through the realization of trade receivables. A key objective of the Issue is to raise funds to meet the Company’s working capital requirements, which will enable the business to fund its operations through Issue proceeds until FY27, without incurring additional debt. This will facilitate a reduction in the post-issue debt-equity ratio, driven by lower debt levels and improved internal accruals. All of our outstanding borrowings as of September 30, 2025, are secured borrowings. These borrowings are secured, inter alia, through a charge by way of hypothecation on our entire current assets, and, in case of our term loans, on fixed assets that includes land and building on which our processing facilities are located in favour of lenders. As some of these secured assets pertain to our processing facilities, our rights in respect of transferring or disposing of these assets are restricted. In the event we fail to service our debt obligations, the lenders have the right to enforce the security in respect of our secured borrowings and dispose of our assets to recover the amounts due from us which in turn may compel us to shut down our processing facilities would adversely affect our business, results of operations, cash flows and financial condition. All loans availed by our Company are on floating interest rates, currently linked to RBLR (Repo Based Lending Rate): EPC limits at RBLR – 0.35% and CC limits at RBLR + 0.10%, with revisions occurring at 12-month intervals which exposes us to interest rate volatility. Although we aim to maintain adequate cash flows to service finance costs going forward, such interest rate volatility may impact our finance costs and overall profitability in the event of an upward revision in benchmark rates. Furthermore, our loan agreements with our lenders also contain certain negative covenants, including but not limited to, effecting any change in ownership, control, constitution and operating structure capital structure or shareholding pattern and/or management of our Company, any amendment in the constitutional documents, and restrictions on fund raising. Further, except as stated below there are no consequences of default which give the lender control over the Company directly or indirectly: 1. In the event of default in repayment to the Bank or if cross default has occurred the Bank will have the right to appoint its nominee on the Board of Directors of the borrower to look after its interests. 2. In stressed situation or restructuring of debt, the regulatory guidelines provide for conversion of debt to equity. The Bank shall have the right to convert loan to equity or other capital in accordance with the regulatory guidelines. While there has been no breach of covenants by us in the past, there is no assurance that such incident will not occur in the future. Any failure on our part to comply with these terms in our financing agreements including the security agreements would generally result in events of default under these financing agreements. In such a case, the lenders under each of these respective loan agreements may, at their discretion, accelerate payment and declare the entire outstanding amounts under these loans due and payable, and in certain instances, enforce their security which has been constituted. 416. A significant portion of our income is derived from our export of basmati rice, which may be dependent on the policies passed by the GoI and the governments of the countries where we export and any unfavorable change in such policies may adversely affect our business. As of February 28, 2026, we export a variety of our branded basmati rice to over 38 countries, with a focus in the Middle East, via our overseas distributors. The table below sets forth our segment revenue by location of customers in India and outside India and as a percentage of revenue from operations for the period and fiscal years indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % of total % of total % of total % of total Revenue Revenue Revenue Revenue revenue revenue revenue revenue Region from from from from from from from from operations operations operations operations operations operations operations operations (₹ in (₹ in (₹ in (₹ in (%) (%) (%) (%) million) million) million) million) India 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67 Middle East 1,457.44 14.27 4,032.17 20.14 6,927.82 44.71 6,639.26 50.46 Rest of 1,854.12 18.16 3,628.48 18.13 1,312.18 8.47 2,483.45 18.87 World* Total 10,212.46 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00 *Rest of World includes countries such as Australia, South Africa, Europe, Azerbaijan and others. If there is an economic slowdown or other factors that affect the economic health of our key exporting countries, our export customers may reduce or postpone their requirements significantly, which may in turn lower the demand for our products and have a material adverse effect on our revenues and profitability. Our exports are also exposed to certain political and other related risks inherent, including exposure to potentially unfavourable changes in tax rates or other laws, introduction of new laws, regulations and practices, partial or total expropriation or other government actions, and the risks of war, terrorism and other civil disturbances for which our Company carries no insurance coverage. Any change in overseas government policies and regulations including any ban imposed on particular variety of rice by the government might have an adverse impact on our exports. Iran has imposed seasonal bans on import of basmati rice from India in the recent past, particularly during harvest season every year, to protect local farmers. While we currently do not export our rice products to Iran, there is no assurance that other countries will not impose similar bans in the future. Ban on import of basmati rice from India by any of the countries where we export to will result in material and adverse impact on our business growth and financial conditions. Furthermore, the GoI has in the past and may in the future impose export duties or other export restrictions to balance domestic supply and price stability. For example, as per Company commissioned CARE Report, in July 2023, the GoI has banned non-basmati white rice exports to control inflation, followed by a 20% export duty on parboiled rice. We cannot assure you that the GoI will not impose duties or other export restrictions on basmati rice in the future. Further, any export duties, adverse changes in export policy, or other export restrictions related to our business could adversely affect our business and financial condition. The loss of any significant export rice market because of these events or conditions could have a material adverse effect on our business, results of operations and financial condition. See also, “Risk Factors - Exchange rate fluctuations may adversely affect our results of operations as our sales outside India and a portion of our expenditures are denominated in foreign currencies” on page 54. 7. We are subject to quality requirements from our customers, and any failure to comply with quality standards may lead to cancellation of existing and future orders and could negatively impact our business, results of operations, cash flows and financial condition. We must consistently satisfy the quality requirements of our customers in the domestic and international markets particularly with respect to our business-to-consumer (B2C) operations. Prior to procuring our raw materials, we conduct pre-harvest surveys through visual test and quality check. Such pre-harvest visual tests are conducted through external agencies, engaged by us, who use advanced survey technologies like satellite crop mapping and field survey. In addition, we also depend significantly on the 42effectiveness of our quality control systems and standard operating procedures adopted at our processing facilities. Our raw materials procured are sample checked at various stages, including before loading, once the raw materials arrive at our processing facilities, during unloading, storage, prior to dispatch of raw materials for processing and during processing. For instance, SOP for paddy sampling and analysis maintained by us, involves various steps which ensures standard quality is maintained throughout the process. The procedure includes (i) Initial Sampling and Manual Analysis whereby paddy samples are manually collected and subjected to a series of quality checks, including (a) Moisture Content: Measured using a calibrated moisture meter (b) Brown Rice Yield: Determined by husking the paddy sample (c) Varietal Purity: Assessed to ensure the sample matches the expected variety (d) Grain Quality: Evaluated for the presence of damaged or discoloured grains, chalky grains, immature grains or foreign matter (e.g., stones, husk, weed seeds). (ii) Secondary Sampling- The initial sample is further narrowed down, and the same analysis is repeated to confirm consistency and accuracy of results. (iii) The analyzed samples are compared against a set of predefined quality parameters, which specify acceptable limits for (a) moisture content; (b) percentage of green and red grains (c) foreign matter and other such quality indicators. Only paddy samples that meet all prescribed criteria are approved for further processing or procurement.Although we ensure to follows quality check at all stages, there can be no assurance that the verification of the sample quality checks conducted by us will be accurate at all times and certain inferior quality raw materials may go undetected, which may affect our results of operations and financial condition. In addition, we rely on our procurement agents for procurement of raw materials and are dependent on their assessment of the quality and price of the raw materials. If these agents fail to assess the correct quality of raw materials, we may not be able to procure good quality raw materials and our business and results of operations could be adversely affected. Although selective customers have carried out quality audits of our facilities and processing operations in the past. These customers may undertake similar audits periodically in the future. These successful audits play a critical role in customer retention, and although we have not experienced any loss of customers due to quality audits in the past, any issues that arise during these audits may lead to loss of the particular customer. Further, failure of our products to meet prescribed quality standards may result in rejection and reworking of our products. In addition, some of the countries to which our basmati rice is exported may require us to comply with certain additional quality standards and specifications, which may be upgraded or changed from time to time. We cannot guarantee that all the basmati rice will comply with the quality requirements of the countries we export. Further, we are required to comply with food and drugs laws and regulations of our export countries, which govern the production, labelling, distribution, sale, and safety of consumer products to protect public health. If we are unable to comply with the quality requirements or applicable laws of our export countries, our products may not be allowed to be imported in such countries, which may materially and adversely impact our financial conditions. While we have not experienced such ban of our products from any of our export countries in the past, we cannot assure you that such incident will not occur in the future. Our Company may receive complaints on account of any quality defect. The table below outlines instances where we received complaints from our customers. In several cases, orders were either returned by customers or required replacements. These issues resulted in financial losses amounting to ₹0.10 million in Fiscal 2025, ₹0.10 million in Fiscal 2024 and ₹0.04 million in Fiscal 2023. However no such financial loss was incurred during the six month ended September 30, 2025. Sr. Financial Party Name Type Of Complaint Action taken/ Goods No. Year/ Period Returned/ Replacement of goods 1. 2022-23 Walmart Quality Complaint Returned 2. Flipkart Wholesale Quality Complaint Returned 3. 2023-24 Gujrat Distributor Quality Complaint Products fumigated 4. 2 024-25 Walmart Quality Complaint Returned 5. Flipkart Wholesale Quality Complaint Products destroyed 6. Six months GMR HOSPITALITY Quality Complaint Replaced 7. ended METRO Quality Complaint Replaced 8. September 30, WALMART Quality Complaint Replaced 9. 2025 METRO Quality Complaint Replaced 10. SWIGGY Quality Complaint Replaced The complaints are immediately redressed by the us and in no event later than within 14 days. If we are unable to provide the quality desired and required by our customers, our growth, business, results of operations and financial condition may be adversely affected. 438. If we are subject to product liability and other civil claims and costs incurred because of product recalls, it could expose us to costs and liabilities and adversely affect our reputation, business, revenues and profitability. We may be exposed to risks of products recalls and returns. The table below sets forth our total returns and rejections and such returns and rejections as a percentage of revenue from operations for the period and fiscal years indicated: For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 Particulars % of % of % of % of Revenue ₹ in ₹ in Revenue ₹ in Revenue ₹ in Revenue from millions millions from millions from millions from operations operations operations operations Returns and 8.28 0.09 13.92 0.07 18.57 0.12 18.50 0.14 rejections In addition, we may be exposed to potential product liability claims resulting from processing defects, contamination, adulteration, product tampering or negligence in production, storage or handling which may lead to the deterioration of our products. For the six months ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023, we have not been subject to any product liability claims or lawsuits. However, there is no assurance that we will not be subject to any product liability claims in the future, the severity and timing of such product liability claims are unpredictable. Further, we do not have any product liability insurance. Accordingly, we face the risk of loss resulting from, and the adverse publicity associated with, product liability lawsuits, whether such claims are valid. Any adverse publicity would result in damage to our reputation, and may materially and adversely affect our goodwill, reputation and results of operations. Product liability claims, regardless of their merits or the ultimate success of the defence against them, are expensive. Even unsuccessful product liability claims would likely require us to incur substantial amounts on litigation and require our management’s time and focus. Accordingly, such product liability claims, may adversely affect our results of operation, goodwill and the marketability of our products. 9. In the six months ended September 30, 2025, we derived 45.03% of our revenue from operations from our top 10 customers, 28.92% of our revenue from operations from our top five customers, with our single largest customer contributing to 9.35% of our revenue from operations in this periods. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations, cash flows and financial condition. Our customers comprise of distributors and other institutional customers which we directly supply our products to. The table below sets forth our revenue from operations from our largest customer, top 3 customers, top 5 customers and top 10 customers and their contribution to our revenue from operations for the period and fiscal years indicated: Six months period ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 % % % % contribut Particulars contributi contributio contributi ion to ₹ in on to ₹ in n to ₹ in ₹ in on to revenue million revenue million revenue million million revenue from from from from operatio operation operations operations ns Largest 954.62 9.35% 2,116.24 10.57% 1,161.71 7.5% 1,895.63 14.41% Customer Top 3 1,990.34 19.49% 5,068.83 25.32% 2,955.58 19.07% 3,370.72 25.62% Customers Top 5 2,953.04 28.92% 6,710.64 33.53% 4,176.79 26.96% 4,432.12 33.69% Customers 44Six months period ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 % % % % contribut Particulars contributi contributio contributi ion to ₹ in on to ₹ in n to ₹ in ₹ in on to revenue million revenue million revenue million million revenue from from from from operatio operation operations operations ns Top 10 4,598.49 45.03% 9,570.87 47.81% 6,673.83 43.08% 6,303.12 47.91% Customers We rely and expect that we will continue to be reliant on our top 10 customers for a substantial portion of our revenue. The loss of any of our top 10 customers for any reason including due to limitation to meet any change in quality specification, change in technology; regulatory changes, disputes with a customer; adverse changes in the financial condition of our customers, such as possible bankruptcy or liquidation or other financial hardship or a reduction in the demand for our products by any of our top customers could have a material adverse effect on our business, results of operations, cash flows and financial condition. We usually do not enter into long-term supply contracts with any of our customers and typically rely on periodic purchase orders. There is no assurance that our customers (in particular our top 10 customers) will continue to source products from us at volumes or rates consistent with, and commensurate to, the amount of business received from them historically, or at all. Any decrease in the demand for our products from our top 10 customers, or a termination of our arrangements altogether, would adversely impact our business, results of operations, cash flows and financial condition. Further, the absence of a formal contract and dispute resolution mechanism may expose our Company to certain risks, including, unlimited liability in the event of customer claims or breaches, lack of mediation or arbitration provisions, potentially leading to costly litigation, difficulty in enforcing obligations or claiming damages and absence of confidentiality and termination clauses. For the six months ended September 30, 2025, all of our top 10 customers are distributors. For further risks relating to our reliance on distributors, see “Risk Factors- Our relationship with our distributors is critical to our business. We do not enter into long-term arrangements with our distributors, and we cannot assure you that we will be able to sell the quantities we have historically supplied, which could have an adverse impact on our sales, business growth and prospects, results of operations and financial condition.” on page 45. 10. Our relationship with our distributors is critical to our business. We do not enter into long-term arrangements with our distributors, and we cannot assure you that we will be able to sell the quantities we have historically supplied, which could have an adverse impact on our sales, business growth and prospects, results of operations and financial condition. Our business is primarily driven by our business-to-consumer (B2C) operations, wherein our products reach our consumers through our extensive distribution network. The table below sets out the number of our distributors in the international markets and in India as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, respectively: As at Particulars February September March March 31, March 28, 2026 30, 2025 31, 2025 2024 31, 2023 Number of distributors in India 431 431 425 390 380 Number of distributors outside of India 53 53 50 50 50 While our goods are sold directly to the distributors, the sales to our customers, through our distributors, involve paying a certain commission to these agents. The table below sets out the commission paid by us to our distributors for the periods indicated: 45(₹ millions, except percentages) For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 Particulars % of % of % of % of ₹ in ₹ in ₹ in ₹ in total total total total millions millions millions millions expense expense expense expense Commissions made to our 31.03 0.32 117.51 0.61 114.01 0.75 96.38 0.74 distributors (Brokerage) We presently do not have any long-term arrangements with any of our distributors, and we cannot assure you that we will be able to sell the quantities we have historically supplied such distributors or that they will not place orders with our competitors. As we rely on historical trends and other indicators to purchase the required quantities of raw materials during the harvesting season, we run the risk of purchasing more raw materials than is required in our operations, which could materially affect our results of operations. In addition, our distributors could change their business practices or seek to modify the trading terms which we have previously agreed with them, including in relation to their payment terms. In the event our distributors experience any delays in placing orders with us, do not effectively market our products, or if they prefer to market the products of our competitors instead, it could have a material adverse effect on our business growth and prospects, financial condition and results of operations. Any failure or delay in collecting outstanding payments or misappropriation of dues by our distributors could have a material adverse effect on our liquidity and results of operations. As part of our business strategies, we intend to increase penetration of our products under general trade channel by appointing new distributors. See “Our Business – Our Strategies - Geographical expansion and presence of our products in the Indian market” on page 220. In particular, we intend to increase the number of our distributors in India from over 431 as at February 28, 2026 to over 700 by the end of Fiscal 2028. There is no assurance that we will be able to increase our distributors as anticipated and any failure to extend our distribution network could have a material adverse effect on our business growth and financial condition. 11. Any decrease in the market price of Basmati rice between purchasing raw materials and selling Basmati rice may adversely affect our financial condition. The basmati rice industry is cyclical and is dependent on the basmati harvest, which occurs generally from September to January, although the specific months may vary each year depending on weather and other unpredictable factors. Our major raw material procurement generally beings in September and continues until March of the following year. However, the raw materials purchased is processed throughout the year. Following processing, there is a long period before the basmati rice is ready for sale. This is a unique feature of the basmati rice processing industry, where the quality of basmati rice being processed improves with age. Due to the higher market price of aged basmati rice, a significant amount of time passes between when we purchase raw materials and sell finished basmati rice. Depending on the market segments of our finished products, our raw materials, namely basmati paddy and unfinished rice is aged between 3 to 24 months. Our average holding period for raw materials is approximately nine months. During this period of aging, the price of basmati rice may fluctuate. Basmati rice is subject to price fluctuations due to weather, natural disasters, domestic and foreign trade policies, shifts in supply and demand and other factors beyond our control. Currently, we are not able to hedge against such price risk. While we have not experienced prolonged decrease in basmati rice prices in the past, there is no assurance that such incident will not occur in the future. Any prolonged decrease in basmati rice prices could have a material adverse impact on our operations and profitability. 12. Improper storage, processing and handling of raw materials and basmati rice may cause damage to our inventory leading to adverse effect on our business and results of operations. Our inventory primarily consists of raw materials and rice. We typically store raw materials on plinths in open as well as in covered warehouses and silos, and basmati rice is stored only in covered warehouses and silos. The property on which our warehouses are situated are either owned by us or leased. In the event the raw materials are not appropriately stored, handled and processed it may affect the quality of the raw materials and basmati rice. Further we also run the risk of our raw materials and basmati rice being affected by insects, pests, rodent attacks and spoilage due to improper warehousing. The storage insects and pests may also attack the stored raw materials and rice, if it is not well fumigated at all times. Further, uncertain rains may have an adverse effect on the quality and value of raw materials stored on open plinths. In addition, the occurrence of any negligence, oversight or 46leakages in the storage process may affect the quality and value of our raw materials and rice adversely affecting the yield and product quality leading to lower realizations. Our Company has incurred losses due to damage of inventory. During the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, we have incurred damages to our inventory resulting in loss in the amount of ₹3.76 million, ₹1.46 million, ₹6.23 million and ₹0.52 million, respectively. Insurance coverage for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, the aggregate coverage of the insurance policies obtained by us was ₹10,445.11 million, ₹9,349.00 million, ₹7,552.52 million and ₹7,535.28 million which constituted 110.02%, 92.67%, 85.55% and 105.05%, respectively, of our insured assets (insured assets includes inventory, net block of plant and machinery, vehicles and buildings) respectively. Although we have maintained insurance policies that cover such loss and that most of our claims under such policies have been satisfied, there is not assurance that any future claim made under applicable insurance policies obtained by us will be satisfied, either in whole or in party, or in a timely manner. 13. We have recently entered into the business of distributing FMCG products which is a relatively new business for our Company. If our FMCG products fail to gain market acceptance, our overall profitability may be adversely affected. We commenced our business of distributing FMCG products, including wheat flour (atta), refined wheat flour (maida), gram flour (besan), instant phirni, idli rice flour, salt, semolina (sooji) and sugar, recently. Set out in the table below is the revenue generated from sale of FMCG products and its percentage derived from the sale of products for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023: (₹ in million, unless stated otherwise) Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % of % of % of % of revenue revenue revenue revenue Product Category Revenue from Revenue from Revenue from Revenue from from operations from operations from operations from operations operations derived operations derived operations derived operations derived from sale from sale from sale from sale of products of products of products of products FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 As part of our business strategies, we intend to introduce additional FMCG products that are core “in the kitchen” products, such as pulses, cooking oils, ghee, daliya and poha in the near future. Further, we intend to launch additional FMCG products that are value added products, such as honey, pasta and rice noodles, which typically have higher profit margins. While our entry into these product segment was driven by the higher profit margins of these products and goal to utilize cross-selling opportunities, there is no assurance that our new FMCG products will achieve the desired success, as there are other established brands in the FMCG industry. We may also find it more difficult to hire, train and retain qualified employees compared to our competitors in this segment. As a result, it may be more expensive for us to produce and/ or distribute these products and it may take longer to reach expected sales and profit levels than anticipated, which could affect the viability of these operations or our overall profitability. Entering into a new business can be risky and expensive, and we cannot assure you that our new products will gain market acceptance or meet the particular tastes or requirements of consumers. If we do not successfully establish our reputation and brand image in this line of business, our product sales, financial condition and results of operations could be materially and adversely affected. 14. We have experienced negative cash flows in the past. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial condition. We have experienced negative cash flows in the recent past. The following table sets forth our cash flows for the period and fiscal years indicated as per our Restated Consolidated Financial Statements: 47(₹ millions, expect as otherwise indicated) For the six months Particulars ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 Net cash flow from operating activities (126.97) 949.57 (54.10) 736.22 Net cash flow generated from (used in) (21.00) (0.36) (31.03) (16.22) investing activities Net cash generated from/ (used in) 146.34 (933.01) 88.79 (701.02) financing activities Our Company reported net cash flows from (i) operating activities during the six months ended September 30, 2025, primarily on account of an increase in trade receivables arising from higher sales and extended credit terms to customers; (ii) investing activities during the Fiscal 2025 and the six months ended September 30, 2025, mainly due to sale of certain assets and redemption of investments and (iii) financing activities in Fiscal 2025, primarily on account of changes in utilisation levels of sanctioned working capital facilities to support business operations We had negative cash outflow from the (i) operating activities in Fiscal 2024 primarily due to increase in trade receivables; (ii) investing activities in Fiscal 2024 and 2023 which was primarily due to capital expenditure incurred for our manufacturing facilities; and (iii) financing activities in the six months ended September 30, 2025, Fiscal 2025, 2024 and 2023 which was primarily attributable to underutilization of sanctioned credit limit under our export packing credit facility for that respective period. Any negative cash flows in the future could adversely affect our business, results of operations and financial condition. For further details, see “Management’s Discussion and Analysis of our Financial Condition and Results of Operations – Cash Flows” on page 391. Negative cash flows over extended periods or significant negative cash flows in the short term, could materially impact our ability to operate our business and implement our growth plans. We cannot assure you that our net cash flows will be positive in the future. In the event we witness negative cash flows in the future, our consolidated results of operations, cash flows and financial condition may be adversely affected. 15. Our contingent liabilities could materially and adversely affect our business, results of operations, cash flows and financial condition. Our Restated Consolidated Financial Information disclosed the following contingent liabilities as at the dates indicated: The summary of our contingent liabilities as per Ind AS 37 as at September 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 as indicated in the Restated Consolidated Financial Statements are as follows: (₹ in million) Particulars As at September As at March As at March As at March 30, 2025 31, 2025 31, 2024 31, 2023 Contingent Liabilities Bill discounted from Banks 230.15 1,077.25 700.76 265.29 Claims against our Company not 144.72 144.72 144.72 144.72 acknowledged as debt; (Vat Demand Dispute where appeal is pending before Sales Tax Department (Punjab) & High Court of Punjab & Haryana Claims against our Company not - 0.37 0.37 - acknowledged as debt; (GST Demand Dispute where appeal is pending before Central Goods & Service Tax (Appeals) Commissionerate, Ludhiana (Punjab) Notice of Demand under section 156 278.83 278.83 - - of Income Tax Act, 1961 dated March 24, 2025 for Assessment Year 2023-24 48Particulars As at September As at March As at March As at March 30, 2025 31, 2025 31, 2024 31, 2023 Appeal has been filed via the National Faceless Appeal Center Commitments Estimated amount of contracts 0.87 0.87 0.87 1.74 remaining to be executed on capital contracts and not provided for (Capital W-I-P - Refer Note 2B of the Restated Consolidated Financial Information) For further details, refer “Restated Consolidated Financial Statement – Note 42- Restated Contingent Liability & Commitments” on page 354. Most of the liabilities have been incurred in the normal course of business. If these contingent liabilities were to fully materialize or materialize at a level higher than we expect, it may materially and adversely impact our business, results of operations, cash flows and financial condition. 16. We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/errors/non-filing/non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent. We are unable to trace (i) Form 1 and Form 23B filed in the year 2003; (ii) Form 2 filed in the year 2005 and (iii) Form 23 filed in the year 2006. While we believe that these documents were duly filed on a timely basis, we have neither been able to trace these forms in our records nor were we able to obtain copies of these documents from the RoC or otherwise. Such forms are not available at the RoC located at Manesar, Haryana, as certified by PWR Associates, Independent Practicing Company Secretaries, pursuant to their physical search verification conducted on March 21, 2024. Our Company has sent an intimation to the Registrar of Companies, on June 26, 2025, regarding such untraceable forms and if we could be provided copies of the same. We have included these details in this Prospectus in reliance on the other corporate records, such as, minutes of meetings, board and shareholders' resolutions, where available. However, we cannot assure you that the relevant corporate records will become available in the future. We cannot assure you that our Company had filed such forms and filings in a correct and timely manner, 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, if any, imposed by regulatory authorities for the same. Further, although, our Company endeavors to comply with all compliance/ reporting requirements, there may have been certain instances of delays/non-discourses/erroneous disclosures and non-filings of certain forms which were required to be filed as per the reporting requirements under the Companies Act, 1956 and Companies Act, 2013 with RoC. For instance, certain of our Company’s corporate regulatory filings and records in relation to inter alia change in our issued, subscribed and paid-up capital, have certain typographical and unintentional errors including non-attachment or attachment of incorrect documents with respect to the following (i) that the allotment was made for a consideration in ‘cash’ instead of ‘other than cash’ in Form 2 pertaining to allotment of equity shares dated June 4, 2008 and June 27, 2008, and (ii) the issue price as ₹10 each instead of ₹100 each in Form 2 pertaining to allotment of equity shares dated March 23, 2008. Further, the Company had due to oversight (i) failed to file Form MGT-14 for registering the board resolution dated December 30, 2014 passed for allotment of equity shares to Rahul Suri, against purchase of goods from Rahul Suri, proprietor of erstwhile M/s. ACJK (ii) failed to file Form 23 for registering the shareholder’s special resolution dated December 28, 2004 passed for conversion of outstanding loan into equity and (iii) failed to file Form 23 for registering the special resolution dated January 14, 2005 for allotment of equity shares to Jagdish Kumar Suri pursuant to takeover of M/s. Amir Chand Jagdish Kumar through Takeover Agreement. Further, in the past the Company had inadvertently and due to oversight failed to comply with Section 117 of the Companies Act at certain instances, few of them being: (i) failure to file Form 23 for registering shareholder’s resolution dated December 28, 2004, April 30, 2008 and November 30, 2011 in relation to increase in borrowing powers of the Company; (ii) failure to file form MGT 14 to register special resolution to be passed for reappointment of directors who had attained the age of 70 years; (iii) failure to file MGT 14 to register the 49resolution passed at the board meeting dated October 17, 2020 for investment in wholly owned subsidiary. Additionally, there have been certain non-compliances with respect to (i) failure to appoint company secretary during the period 2008 to 2016, (ii) failure to constitute audit committee during the period of 2008 to 2017, (iii) failure to constitute nomination and remuneration committee during the period 2014 to 2017 (iv) failure to constitute CSR committee during the period 2014 to 2017 and (v) failure to appoint independent directors during from 2018 to 2016. Although we have not received any show cause notice neither have any proceedings been initiated against us, with respect to the above mentioned discrepancies, non-compliances and non-filings , the Company has on a suo moto basis filed adjudication applications on April 15, 2025, with the Registrar of Companies, Delhi and Haryana at New Delhi, seeking adjudication for such non-compliances under the Companies Act. Our Company is currently awaiting the order of adjudication. 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. Further we cannot assure you that we will not be subject to any legal proceedings or regulatory actions, including monetary penalties by statutory authorities on account of any inadvertent discrepancies in our secretarial filings and/or corporate records in the future, which may adversely affect our business, financial condition and reputation. Furthermore, there have been certain instances of delays in filings of e-forms, for which our Company has made all the all the requisite filings with payment of additional fees to the Ministry of Corporate Affairs, as applicable. Going forward, we shall endeavor to file the requisite statutory form within the prescribed timelines, however we cannot provide assurance that there will be no delays in the filing of statutory forms in the future. 17. There are outstanding legal proceedings against our Company, our Promoters, and some of our Directors. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect our business, results of operations, cash flows and financial condition. Certain legal proceedings involving our Company, Promoters, and some of our Directors are pending at different levels of adjudication before various courts, tribunals and authorities. In the event of adverse rulings in these proceedings or consequent levy of penalties, we may need to make payments or make provisions for future payments, and which may increase expenses and current or contingent liabilities. Summary of Outstanding Litigations A summary of outstanding litigation proceedings involving our Company, our Subsidiary, our Directors, our Promoters, our Key Managerial Personnel and our Senior Management to the extent applicable, as on the date of this Prospectus is provided below: Disciplinary actions by the Aggregate SEBI or stock Statutory/ Material amount Name of Criminal Tax Exchanges Regulatory civil involved Entity Proceedings proceedings against our proceedings litigation** (₹ in Promoters in milli on)* last five financial years Company By our 1 Nil Nil Nil 3 115.56# Company Against our 1 22 Nil Nil 1 521.69 Company Subsidiary By our Nil Nil Nil Nil Nil Nil Subsidiary Against our Nil Nil Nil Nil Nil Nil Subsidiary Directors (Other than Promoters) By our Nil Nil Nil Nil Nil Nil Directors Against our Nil Nil Nil Nil Nil Nil Directors Promoters 50Disciplinary actions by the Aggregate SEBI or stock Statutory/ Material amount Name of Criminal Tax Exchanges Regulatory civil involved Entity Proceedings proceedings against our proceedings litigation** (₹ in Promoters in milli on)* last five financial years By our Nil Nil Nil Nil Nil Nil Promoters Against our 1 Nil Nil Nil 1 98.14 Promoters Key Managerial Personnel (Other than Promoters) By our KMP Nil NA Nil NA NA Nil Against our Nil NA Nil NA NA Nil KMP Senior Management By our Senior Nil NA Nil NA NA Nil Management Against our Nil NA Nil NA NA Nil Senior Management * Amount to the extent quantifiable. ** In accordance with the Materiality Policy # For the purpose of computing the amount of USD 0.80 million involved in the matter, the exchange rate of ₹90.95 as on February 27, 2026 as per www.rbi.org.in/scripts/ReferenceRateArchive.aspx has been considered. Note: Our Company has suo moto filed adjudication applications before the Registrar of Companies, Delhi and Haryana at New Delhi on April 15, 2025, seeking adjudication for certain non-compliances, erroneous disclosures, non-filings of certain forms as required under the provisions of the Companies Act, 1956 and Companies Act, 2013. For further details, please see “Outstanding Litigation and Material Developments” beginning on page 402. We cannot assure you that any of the outstanding litigation matters will be settled in our favour, or that no (additional) liability will arise out of these proceedings. We are in the process of litigating these matters. Further, such proceedings could divert management time and attention and consume financial resources in their defence. In addition to the foregoing, we could also be adversely affected by complaints, claims or legal actions brought by persons, before various forums such as courts, tribunals, consumer forums or sector-specific or other regulatory authorities in the ordinary course or otherwise, in relation to our products, our technology, our branding or our policies or any other acts/omissions. Further, we may be subject to legal action by our employees and/or ex- employees in relation to alleged grievances such as termination of their employment with us. There can be no assurance that such complaints or claims will not result in investigations, enquiries or legal actions by any courts, tribunals or regulatory authorities against us. Furthermore, our Promoters, Jagdish Kumar Suri and Rahul Suri, are party to a criminal proceeding which is currently pending. For details, refer “Outstanding Litigation and Material Developments- Criminal proceedings against our Promoters” on page 403. Such kind of proceedings are costly to defend and can materially affect our financial condition, even if we are successful in defending them or effectively redress such complaints. If we or our Promoters or Directors are unsuccessful in defending these proceedings or settling these complaints or disputes, we or our promoter/director may have to bear significant damages. Even if we or our promoter/director are successful in defending or settling them, our reputation could be materially harmed. 18. Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on our business, results of operations, cash flows and financial condition. We are required to make certain payments to various statutory authorities from time to time, including but not limited to payments pertaining to employee provident fund, employee state insurance, income tax and excise duty. The table below sets forth the details of the statutory dues paid by our Company in relation to our employees for the period and fiscal years indicated: 51(₹ in million, except as otherwise indicated) For the six months Nature of payment ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Provident Fund (₹) 0.89 1.83 1.81 1.75 Number of employees 84 95 95 96 for whom provident fund has been paid ESIC (₹) 0.25 0.58 0.59 0.62 Number of employees 85 135 128 146 for whom ESIC has been paid Professional Tax (₹) 0.00 0.01 0.00 0.00 Tax Deducted at Source 3.2 7.47 8.07 6.09 on salaries (“TDS”) Number of employees 5 15 18 19 for whom TDS has been paid TDS –Others (Non- 15.85 35.1 33.51 27.47 Salary) (Amount in ₹) TCS (Amount in ₹ 0.00 0.82 0.38 0.27 GST*(Amount in ₹) 1.69 1.98 1.55 2.51 *Net GST paid during the Fiscal Year after netting of input credit There have been certain instances of inadvertent delays in payment of statutory dues in the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 due to oversight. The table below provides the delays in payment of statutory dues by our Company during the period and fiscal years indicated: (₹ millions, expect as otherwise indicated) Particulars Delay for six Delay for Delay for Delay for months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 GST Number of instances 3 10 7 11 Amount (₹ millions) 0.06 0.68 0.33 3.39 Average number of days delayed 53 41 95 33 TDS Number of instances 6 39 63 60 Amount (₹ millions) 0.44 0.2 0.92 0.45 Average number of days delayed 25 39 77 120 ESIC Number of instances Nil Nil Nil 2 Amount (₹ millions) Nil Nil Nil 0.02 Average number of days delayed Nil Nil Nil 9 Provident Fund Number of instances Nil Nil Nil Nil Amount (₹ millions) Nil Nil Nil Nil Average number of days delayed Nil Nil Nil Nil Professional Tax Number of instances Nil 5 6 12 Amount (₹ millions) Nil 0.02 0.02 0.03 Average number of days delayed Nil 41 15 178 We cannot assure you to that we will be able to pay our statutory dues timely, or at all, in the future. Any failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as well as significant penalties, and may adversely impact our business, results of operations, cash flows and financial condition. 5219. We depend on the strength of our brand and reputation of our Company and Promoters. Further, we may incur higher advertising and marketing expenses to enhance our brand image and our business may be adversely affected if we are unable to maintain and grow our brand image. We market our primary product, i.e. rice under our anchor brand “AEROPLANE”, with more than 40 different sub-brands for various products, including without limitation, “Aeroplane La-Taste”, “Aeroplane Classic”, “Ali baba”, “World Cup”, “Jet”, “Aeroplane Metro” and “Aeroplane Power” while our FMCG products such as sugar, salt, maida, besan, sooji, phirni are marketed under the brand ‘AEROPLANE’. Our brands are one of our most important assets, and we believe our brands and reputation are significant in attracting customers to our products. We also believe that continuing to develop our reputation and awareness of our brand through focused and consistent business development initiatives among our customers is important for our ability to increase our sales volumes and our revenues, grow our existing market share and expand into new markets. For risks related to intellectual properties, see “Risk Factors – The availability of counterfeit products and any inability to protect our intellectual property or any claims that we infringe on the intellectual property rights of others could have a material adverse effect on us. Any deterioration in the reputation and market perception of our brands, or if our sales and marketing efforts are ineffective, it could adversely affect our sales, profitability and the implementation of our growth strategy” on page 67. We take many steps to increase awareness of our products and protect the value of our brands through marketing and promotion. The table below sets out our advertising and marketing expenses for the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 As a % of As a % of As a % of As a % of Particulars In ₹ total In ₹ total In ₹ total In ₹ total million expenses million expenses million expenses million expenses (%) (%) (%) (%) Advertising and marketing 33.87 0.35 59.00 0.31 71.43 0.47 61.57 0.49 expenses We anticipate incurring higher advertising and marketing expenses in the future to further our brand image. Notwithstanding our marketing efforts, our business is dependent on customers’ perception of our reputation and brands and such marketing campaigns. If we adopt unsuccessful marketing programs or are otherwise unable to maintain our customer relationships, we may only incur expenses without the benefit of higher revenues. Our competitors also may launch promotional activities, which may increase their brand visibility and we may not be able to match them. Further, we may not be able to invest adequately in marketing or customer engagement which could lead to loss of customers to competitors. If we fail to preserve the value of our brands, maintain our reputation, or attract consumers to our products, or provide good after-sale services to our customers, our business, results of operations, cash flows and financial condition could be adversely impacted. In addition, our failure in maintaining our quality accreditations and certifications may negatively impact our brand and reputation. Our Company’s business and growth are significantly dependent on the strength of its brand and the reputation it has built over the years, as well as the credibility and goodwill of its Promoters and their experience of over 40 years. Our brand plays a crucial role in retaining existing customers, attracting new clients, building vendor and distributor relationships, and expanding into new markets. Any adverse publicity, whether justified or not, relating to our Company and its Promoters, including in relation to business practices, regulatory non-compliance, litigation, financial performance, or other matters could materially affect the perception and reputation of our Company in the market and erode stakeholder trust. Further, our reputation and brands could be damaged by negative publicity in traditional or social media or by claims or perceptions about the quality of products and solutions, regardless of whether such claims or perceptions are true. Any untoward incidents such as litigation, regulatory actions or negative publicity, whether isolated or recurring and whether originating from us or otherwise, affecting our business or suppliers, can significantly reduce our brand value and consumer trust, and accordingly, adversely affect our business, results of operations, cash flows and financial condition. While no such incidents have occurred in the past, there is no assurance that such incidents will not occur in the future. 5320. Exchange rate fluctuations may adversely affect our results of operations as our sales outside India and a portion of our expenditures are denominated in foreign currencies. Our financial statements are prepared in Indian Rupees. Our sales outside of India are denominated in foreign currencies, primarily U.S. Dollar. Set out in the table below are the breakdown of our revenue from operations by geographic segments for the periods indicated: Geographic Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 segments September 30, 2025 ₹ in % of total ₹ in % of total ₹ in % of total ₹ in % of total million revenue million revenue million revenue million revenue from from from from operations operations operations operations India 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67 Middle East 1,457.44 14.27 4,032.17 20.14 6,927.82 44.71 6,639.26 50.46 Rest of World* 1,854.12 18.16 3,628.48 18.13 1,312.18 8.47 2,483.45 18.87 Total Revenue 10,212.46 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00 from operations *Rest of World includes countries such as Australia, South Africa, Europe, Azerbaijan and others. Accordingly, we have currency exposures relating to buying and selling in currencies other than in Indian Rupees, particularly the U.S. Dollar. Further, we expect our future capital expenditures in connection with our proposed expansion plans may include expenditures in foreign currencies for imported equipment and machinery. A significant fluctuation in the Indian rupee to U.S. dollar or other foreign currency exchange rates could materially and adversely affect our business, results of operations, cash flows and financial condition. The exchange rate between the Indian rupee and these currencies, primarily the U.S. dollar, has fluctuated in the past and any appreciation or depreciation of the Indian rupee against these currencies can impact our profitability and results of operations. Our results of operations have been impacted by such fluctuations in the past and may be impacted by such fluctuations in the future. For example, the Indian rupee had depreciated against the U.S. dollar for at least the past five years, which may impact our foreign currency expenditures. We have had gains and losses due to these fluctuations in foreign currency. We hedge our assets and liabilities against exchange rate movements by entering forward exchange contracts, cross currency swaps and interest rate swaps. We are affected primarily by fluctuations in exchange rates among the U.S. dollar and the Indian Rupee, and our business, results of operations, cash flows and financial condition may be adversely affected by fluctuations in the value of the Indian Rupee against the U.S. Dollar or other foreign currencies. Additionally, we have earned gains due to these fluctuations in foreign currency. The table set forth below provides our foreign exchange gain/(loss) (net) for the period and fiscal years indicated: (in ₹ millions) For the six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Foreign exchange gain/(loss) (net)* 22.85 (23.04) (137.58) (95.82) *Includes marked to market gain/(loss) on derivatives. We have had foreign currency losses in the past, which were primarily related to losses incurred from our export sales where the market exchange rate at the time of payment of transaction was not in our favour. We, run the risk from time to time that the market exchange rate may be less favourable to us which may result in foreign currency losses. 21. High working capital requirements during peak season results in elevated borrowings, and any acceleration of repayment obligations or a withdrawal or reduction of sanctioned limits by lenders could materially impact our liquidity position, results of operations, and adversely affect our financial condition. Due to our working capital-intensive nature of business we are required to maintain sufficient stock of raw material during peak harvesting season (typically September to January) and also maintain inventory throughout the year. Further a significant portion of revenue comes from exports, which require pre-shipment finance, letters of credit, and post-shipment working capital especially during peak procurement and shipping cycles. Such factors lead to 54increased working capital which contributes to our elevated debt levels. To meet such funding needs, we rely on short-term borrowings. The working capital facilities typically have tenor ranging from 90 to 270 days and are repayable on demand. If our lenders reduce, withdraw, or require immediate repayment of these facilities, our liquidity and operations could be adversely affected. The below table sets forth the details of working capital facilities availed by the Company along with repayment details and rate of interest: Sr. Name of Date of Nature of Sanction Tenure Repayment Rate of Interest No the Sanction borrowings Amount (₹ Schedule Lender Letter in million) 1. Bank of December Cash Credit 300.00 Upto 90 On demand 0.10% over India 12, 2025 including days subject to MCLR, presently WCDL renewal on effective at 8.95% annual basis p.a. EPC/PCFC 3,100.00 Upto 270 Not As per extant days applicable; guidelines Renewal on yearly basis Stand by Export 700.00 - Not As per extant Limits applicable; guidelines Renewal on yearly basis Foreign Bill 350.00 180 days Not As per extant Purchase applicable; guidelines Renewal on yearly basis Bank 500.00 Inland On demand 75% of applicable Guarantee/ Letter of incase of rates + GST Letter of Credit Credit – invocation including 90 days of guarantee forward forex be contract Foreign beneficiary Letter of or by way of Credit – submission 180 days of original guarantee bond on expiry of guarantee 2. Union October Cash Credit 300.00 - - EBLR + 0.10% Bank of 31, 2025 p.a. India PCFC 1,450.00 Upto 270 - 8.00% p.a. days Stand by Export 400.00 Upto 270 - As applicable for Limits days; Post regular export shipment limits up to 180 days Foreign Bill 500.00 Upto 180 - Bill under Purchase days Contract a. Upto 90 days: 8.65% b. 90-180 days: 8.80% Bills under LC (upto 180 days) 55Sr. Name of Date of Nature of Sanction Tenure Repayment Rate of Interest No the Sanction borrowings Amount (₹ Schedule Lender Letter in million) a. Prime Bank LC: 8.40% p.a. b. Non- Prime Bank LC: 8.55% Bank 400.00 Inland – - Inland: 1.60% Guarantee/ DP/DA Export: As per Letter of Credit 180 days extant guidelines ; Import LC – DP/DA 90 days 1. Indian December EPC/PCFC 850.00 Up to 270 Repayable EPC: 9.05% Bank 12, 2024 days on demand PCFC: Rate to be obtained from Co ID before availment of PCFC Stand by Export 150.00 As per Repayable 9.05% Limits extant on demand guidelines Foreign Bill 150.00 Up to 180 Repayable 9.05% Purchase days on demand Further, all borrowings availed by the Company are on floating interest rates, currently linked to RBLR (Repo Based Lending Rate): EPC limits at RBLR – 0.35% and CC limits at RBLR + 0.10%, with revisions occurring at 12-month intervals. Any increase in benchmark rates could raise our interest costs and impact our profitability and cash flows. Further, certain borrowings are secured against Company’s assets, including core operating assets including stock and book debts of our Company, export receivables of our Company, movable fixed assets/ properties both present and future at Amritsar – Unit I, factory land and building at Amritsar – Unit I and Safidon– Unit II and freehold residential land at Sushant Lok, Gurgaon. If we default on our obligations, lenders may enforce their security over such assets, which could disrupt our operations. Any inability to manage our working capital requirements, service our borrowings, or address interest rate fluctuations may materially and adversely affect our business, financial condition, and results of operations. 22. Our success largely depends upon the knowledge and experience of our Promoters, Directors, Key Managerial Personnel, and Senior Management as well as our ability to attract and retain personnel with technical expertise. Our inability to retain our Promoters, Directors, Key Managerial Personnel and Senior Management or our ability to attract and retain other personnel with technical expertise could adversely affect our business, results of operations, cash flows and financial condition. Our Promoters, Jagdish Kumar Suri and Rahul Suri, has experience of more than four (4) and three (3) decades in the rice industry, respectively. Both of them have been associated with our Company since inception. We rely on the extensive experience and expertise of our Promoters in the rice industry. We also depend on the management skills and guidance of our Promoters and Board of Directors for development of business strategies, monitoring their successful implementation and meeting future challenges. Further, we depend on the expertise, experience and continued efforts of our Key Managerial Personnel and Senior Management. Any loss of our Promoters, Directors, Key Managerial Personnel and Senior Management or our ability to attract and retain them and other skilled personnel could adversely affect our business, results of operations, cash flows and financial condition. Our future performance will depend largely on our ability to retain the continued service of our management team. If one or more of our Key Managerial Personnel or Senior Management are unable or unwilling to continue in his or her present position, it could be difficult for us to find a suitable or timely replacement and our business, results of operations, cash flows and financial condition could be adversely affected. In addition, we may require a long period of time to hire and train replacement personnel when personnel with technical expertise terminate their employment with us. We may also be required to increase our levels of 56employee compensation more rapidly than in the past to remain competitive in attracting and retaining personnel with technical expertise that our business requires. The loss of the services of such persons could have an adverse effect on our business, results of operations, cash flows and financial condition. The table below set forth the attrition rate for our employees for the period and fiscal years indicated: For the six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Attrition rate (%) 9.95 30.84 22.12 21.98 While these positions have been appropriately filled and we have not faced any impact due to the resignations, we cannot assure that future resignations will not have any impact on our Company’s business or operations. There is significant competition for management and other skilled personnel in the rice industry in which we operate, and it may be difficult to attract and retain the personnel we require in the future. There can be no assurance that our competitors will not offer better compensation packages, incentives and other perquisites to such skilled personnel. Further, as on the date of this Prospectus, we do not have key man insurance policies. If we are not able to attract and retain talented employees as required for conducting our business, or if we experience high attrition levels which are largely out of our control, or if we are unable to motivate and retain existing employees, our business, results of operations, cash flows and financial condition may be adversely affected. For further information, see “Our Management” on page 261. 23. Our business is dependent and will continue to depend on our processing facilities, and we are subject to certain risks in our processing operations. Any slowdown or shutdown in our processing operations that could interfere with our operations could have an adverse effect on our business, results of operations, cash flows and financial condition. As of the date of this Prospectus, our Company operates two processing facilities in India: Processing Unit-I, located in Amritsar (Punjab) and Processing Unit-II located in Safidon (Haryana). In addition, we operate one packaging facility, Packaging Unit, located in New Delhi, India. Our business is dependent upon our ability to manage our processing and packaging facilities, which are subject to various operating risks, including those beyond our control, such as the malfunction or failure of equipment as well as industrial accidents, civil unrest, severe weather conditions, natural disasters and other unforeseen events and circumstances. Any significant malfunction or failure of our machinery, our equipment, our automation systems, our IT systems or any other part of our processing operations or systems (together, our “Processing Assets”) may entail significant repair and maintenance costs and cause delays in our operations. If we are unable to repair Processing Assets in a timely manner or at all, our operations may need to be suspended until we procure the appropriate Processing Assets to replace them. Also, for our packaging unit - Unit III which is located in a non-conforming industrial area i.e., areas not designated for industrial use under the Delhi Master Plan 2021 (“MPD-2021”), we may have to relocate our operations incase of future notification or directive from regulatory authorities. Although our operation will not be significantly affected as our Unit I and Unit II, with an aggregate installed capacity of 323,000 MT, will be able to absorb and continue the operations of Unit III, and such transition will take 20 to 25 days, there may be no surety that the relocation will be a smooth process. We may incur additional cost for setting up and experience slowdown in operations during the transition period, which could affect our business operations and results of operations. For further details, refer “Risk Factors- Our packaging units are located in non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption.” on page 37 .” In addition, we may be required to carry out planned shutdowns of our processing facilities for maintenance, statutory inspections, customer or certifying agency audits and testing, capacity expansion, equipment upgrades. Factors beyond our control, such as an outbreak of a pandemic or any materially adverse social, political or economic development, civil disruptions, power outage and natural disasters in the states of Punjab and Haryana, could adversely affect operations of our integrated production facility. Although we have not experienced any malfunction or failure of Processing Assets or other significant disruptions at our processing facilities (other than normal wear and tear in the ordinary course of business) in the past, we cannot assure you that there will not be any disruptions in our operations in the future. Our inability to effectively respond to such events and rectify any such disruption in a timely manner and at an acceptable cost, could lead to the slowdown or shutdown of our operations or the under-utilization of our processing facilities, which in turn 57may have an adverse effect on our business, results of operations, cash flows and financial condition. 24. Uncertainty of supply contracts for our basmati rice from customers could adversely affect our business and results of operations. Our customers place purchase orders from time to time, which are short-term commitments for specified quantities of basmati rice. As a result, we typically complete the procurement process months before we receive purchase orders from customers, forcing us to rely on historical trends and other market indicators to predict demand. We cannot assure you that we will receive purchase orders commensurate with our operations on substantially the same terms, or at all. Without committed demand for finished basmati rice, we run the risk of acquiring and processing significantly more raw materials than we can sell. Uncertainty of supply orders leaves us vulnerable to the vagaries of market demand, including downturns, and could adversely affect our business and results of operations. 25. Our business faces the prospect of increased competition due to increased consolidation in the fragmented basmati rice sector, which may adversely affect our market share and business. As per Company commissioned CARE Report, India’s basmati rice exports will be key monitorable in 2024 after nearing a record high in 2023 due to increased competition from Pakistan, which is offering the grain at more competitive prices. Large and organized producers of basmati rice are typically more successful than smaller and fragmented producers due to the working capital requirements and lead time required to set up processing plants as well as the benefits that economies of scale bring to basmati paddy procurement, processing know-how, access to capital and client relationships. We expect competition from other Indian basmati rice producers to continue to intensify as they expand to take advantage of economies of scale. Increased consolidation and organization among companies in the basmati rice market could significantly increase competition and adversely affect our market share and business. If increased competition leads to a decline in demand for our products, we may be compelled to lower our prices, which could reduce our profit margins and negatively impact our operating results. 26. We have currently obtained on lease our Registered and Corporate Office, our packaging facility and some of our storage facilities. If these leases are terminated or not renewed on terms acceptable to us, it could have a material adverse effect on our business, financial condition and results of operations. Our Registered Office, Corporate Office, certain land located at Unit II, Unit III and as mentioned in “Our Business— Properties” on page 236, are located on leased land. There can be no assurance that we could not have obtained such lease on more favourable terms, had we obtained lease from non-related parties. We cannot assure you that we will be able to renew our leases on commercially acceptable terms or at all. While we have not failed to renew our lease arrangements for the material properties in the past three fiscal years, in the event that we are unable to in the future, we may be required to vacate our current premises and make alternative arrangements for new offices and processing operations. We cannot assure that the new arrangements will be on commercially acceptable terms. The total outlay on leased properties for the periods indicated below is as follows: (In ₹ million) Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Total outlay on Leased 14.96 23.27 22.05 21.22 Properties If we are required to relocate our business operations or shut down our processing or packaging facilities during this period, we may suffer a disruption in our operations or have to pay increased charges, which could have an adverse effect on our business, results of operations, cash flows and financial condition. For instance, our packaging unit - Unit III which is located in a non-conforming industrial area i.e., areas not designated for industrial use under the Delhi Master Plan 2021 (“MPD-2021”), may have to be relocated incase of future notification or directive from regulatory authorities. Although our operations will not be significantly affected as our Unit I and Unit II, with an aggregate installed capacity of 323,000 MT, will be able to absorb and continue the operations of Unit III, in the event of any unforeseen circumstances, we may have to relocate operations to alternate leased premises and may not be able to secure favourable lease terms and may have to incur additional cost for accommodating Unit III operations, which in turn increased operational expenses and temporary disruption to our business activities. For further details, refer “Risk Factors- Our packaging units are located in 58non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption.” on page 37 . Furthermore, the deeds for our existing and future leased properties may not be adequately stamped or such stamp duty may not be accepted as evidence in a court of law, and we may be required to pay penalties for inadequate stamp duty. Any adverse impact on the ownership rights of our landlords may impede our effective future operations of our packaging and warehousing facilities and our registered and corporate offices. 27. Under-utilization of our installed processing capacities and an inability to effectively utilize these capacities could have an adverse effect on our business, future prospects and future financial performance. Further, our inability to accurately forecast demand for our products may have an adverse effect on our business, results of operations, cash flows and financial condition. We process our products at our processing facilities, Processing Unit-I and Processing Unit-II and our packaging facility, Packaging Unit. For details of our production capacity and utilization rate at our processing facilities, see “Our Business – Manufacturing/ Processing Facilities” on page 229. Although our existing processing infrastructure was designed and built with future operation expansion in mind, prolonged under-utilization of our existing processing capacities and an inability to effectively utilize such processing capacities in the future could have an adverse effect on our business, prospects and future financial performance. We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, personnel requirements and other resource requirements, based on our estimates of customer orders for our products. We adjust our production periodically to meet the anticipated demand of our customers or significantly reduce production of certain products depending on potential orders. Changes in demand for our products could make it difficult to schedule production and lead to a mismatch of production and capacity utilization. Further, if we are unable to achieve and consistently maintain high levels of capacity utilisation or if our capacity utilisation falls below the current levels, our revenues and profitability could be adversely affected. In addition, lower processing capacity could also adversely impact our ability to attract additional customers and grow our business. Any such mismatch leading to under utilization of our processing facilities could adversely affect our business, results of operations, cash flows and financial condition. 28. If we are unable to adapt to change of customer preference, our growth will be adversely affected. We are required to adapt our product to anticipate the preferences of our customers. If we are unable to adapt our product to anticipate the preferences of our customers, our growth and business may be adversely affected. A significant portion of our revenues are generated from sales of basmati rice products. Set out in the table below is the breakdown of our revenue generated from sale of rice, FMCG and other products and its percentage derived from the sale of products for the periods indicated: (₹ in million) Produc Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 t September 30, 2025 Catego Revenue % of Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue from revenue ry operation from operation from operation from operation from Operations operation Operations Operation derived derived derived s derived from sale from sale from sale from sale of products of of products of products products Rice 10,121.20 99.39 19,651.08 99.07 15,094.52 99.04 12,847.06 98.73 FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 Other 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87 Total 101,84.82 100.00 19,835.68 100.00 15,241.01 100.00 13,012.75 100.00 Note: “Others” primarily comprise of revenue generated from sale by-products, unused packing material and paddy, etc. Our business also faces significant risk if customer preference shifts away from basmati rice. Any change in preferences or consumption patterns of basmati rice or any reduction in demand for basmati rice processed by us could materially and adversely affect our business, results of operation and financial condition. 5929. We may be subject to industrial unrest and increased employee costs, which may adversely affect our business and results of operations. As of February 28, 2026, our workforce comprised 225 permanent employees. Our employee benefits expense comprise payments made to all the personnel on our payroll and engaged in our operations. The table below sets forth our employee benefits expense and such as a percentage of total expenses for the period and fiscal years indicated: (₹ millions, expect percentages) For the six months ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Particulars % of % of % of ₹ in ₹ in ₹ in ₹ in % of total total total total millions millions millions millions expenses expenses expenses expenses Employee benefits 64.01 0.67 140.19 0.73 122.23 0.81 108.32 0.84 expense Our industry being labour intensive is highly dependent on labour force for carrying out its business operations. Since our labour is concentrated in Amritsar, Delhi and Haryana, any shortage of skilled or unskilled personnel or work stoppages caused by disagreements with employees could have an adverse effect on our business and results of operations. Strikes or work stoppages by our workforce at our processing facilities could halt our production activities which could impact our ability to deliver customer orders in a timely manner or at all, which could adversely affect the results of our operations and reputation. We do not have any registered labour unions at our processing facilities and there have been no disruptions to our processing operations in the past on account of labour-related disputes including strikes, lockouts, or collective bargaining arrangements. However, there can be no assurance that we will not experience work disruptions in the future due to disputes or other problems with our workforce. Any such event, at our current facilities or at any new facilities that we may commission in the future, may adversely affect our ability to operate our business and serve our customers, and impair our relationships with certain key customers, which may adversely impact our business, results of operations, cash flows and financial condition. 30. We are dependent on contract labour and any disruption to the supply of such labour for our processing facilities or our inability to control the composition and cost of our contract labour could adversely affect our operations. Our workforce includes personnel that we engage through independent contractors. Further, as on February 28, 2026, we employed approximately 270 persons on contract labour basis. We mainly use contract laborers for loading and unloading of basmati paddy and basmati rice at our processing and storage facilities. We incur certain contract labour charges for engaging workforce through independent contractors. The table below sets forth the contract labour charges and such contract labour charges as percentage of total expenses for the period and fiscal years indicated: (₹ in millions, expect percentages) For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 Particulars % of % of % of % of ₹ ₹ ₹ ₹ total total total total millions millions millions millions expenses expenses expenses expenses Contract 44.32 4.63 88.28 3.89 76.61 3.61 77.56 4.11 labour charges Although we do not engage these labourers directly, we may be held responsible for any wage payments to these labourers in the event of default by our independent contractors. While the amount paid in such an event can be recovered from the independent contractor, any significant requirement to fund the wage requirements of the engaged labourers or delay in recovering such amounts from the contractors may have an adverse effect on our cash flows and results of operations. 60We 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. For instance, the GoI has recently introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c) the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing central labour legislations. While the rules for implementation under these codes have not been notified, we are yet to determine the impact of all or some such laws on our business and operations which may restrict our ability to grow our business in the future and increase our expenses. 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. Any similar upward revisions could have an adverse impact on our costs and profitability in the future. 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 addition, our processing operation is dependent on a technology driven production system and any inability of the contract labourers to familiarize themselves with such technology could adversely affect our business and results of operations. 31. We use third party transportation and logistics service providers for delivery of our products to our customers and distributors as well as raw materials to our processing facilities. Any delay in delivery of our products or raw materials or increase in the charges of these entities could adversely affect our business, results of operations, cash flows and financial condition. We also may be exposed to the risk of theft, accidents and/or loss of our products in transit. Our processing operations are dependent on timely and cost-efficient transportation of raw materials to our facilities and of our products to our customers and distributors. We do not own any vehicles for the transportation of our products and instead use third party transportation and logistics providers for delivery of our products. We also use third party transportation providers for the delivery of raw materials. Such third-party transportation and logistics could stop providing transportation for our products and raw materials at any time. Any disruption in services by such third-party transportation provider could impact our processing operations and delivery of our products to our customers, distributors and channel partners. Further, transportation strikes could also have an adverse effect on supplies and deliveries to and from our customers or distributors and suppliers. While we did not face any significant disruptions due to our use of third party transportation and logistics service providers in the past, any disruptions of logistics in the future could impair our ability to deliver our products on time, which could materially and adversely affect our business, results of operations, cash flows and financial condition. The following table sets forth our freight and forwarding expenses and such expenses as a percentage of total expenses for the period and fiscal years indicated: (₹ in millions, except percentages) For the six months ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Particulars % of % of % of % of ₹ in ₹ in ₹ in ₹ in total total total total millions millions millions millions expenses expenses expenses expenses Freight and forwarding 54.76 0.57 136.35 0.71 119.29 0.79 120.18 0.93 expenses In addition, we pay for transportation costs in relation to the delivery of our certain of raw materials and other inputs to our processing facilities. We are subject to the risk of increases in freight costs. If we cannot fully offset any increases in freight costs through increases in the prices for our products, we would experience lower margins. Furthermore, we are exposed to the risk of theft, accidents and/or loss of our products in transit. While we believe we have adequately insured ourselves against such risk, we cannot assure you that our insurance will be sufficient to cover the losses arising due to such theft, accidents and/or loss of our products in transit. During the six months ended September 30, 2025, and in Fiscal 2025, 2024 and 2023, our Company experienced seven, three, six and three instances, respectively, of product damage during transportation as a result of unforeseen nature calamities and accidents. Against these instances, our Company claimed an insurance claim of ₹3.76 million, ₹1.46 million, ₹6.23 million and ₹0.52 million, respectively. Of these, insurance companies settled and paid amounts of ₹0.11 million, ₹1.44 million, ₹6.23 million, and ₹0.52 million, respectively. We cannot assure you that such incidents will not occur 61again in future. Any such acts could result in serious liability claims (for which we may not be adequately insured) which could adversely affect our business, results of operations, cash flows and financial condition. 32. We are dependent on third parties for the supply of utilities, such as electricity, water and fuel and any disruption in the supply of such utilities could adversely affect our processing operations. For production of our products, we use power, water and fuel to run our machines, equipment and in the production processes itself. While we partially rely on in-house solar panels and turbines to generate electricity at our Unit-I, we also partially rely on state power grid for electricity supply at Unit-I. For Unit-II and Unit-III, we rely on state power grid for electricity supply. We use ground water for our operations for our operations at Unit-I and Unit-II. The water requirements at Unit-III is met through water provided by Central Ground Water Authority on a need-basis. We also procure fuel from local suppliers. The table below sets forth our expenses for power and fuel and such expenses as a percentage of total expenses in the period and fiscal years indicated: (₹ millions, except percentages) For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars 2025 ₹ in % of total ₹ in % of total ₹ in % of total ₹ in % of total millions expenses millions expenses millions expenses millions expenses Power and fuel 34.02 0.35 91.80 0.48 71.12 0.47 61.78 0.48 Any interruption in the continuous supply of power, water and fuel in the future may negatively impact our processing operations, which may result in delays in delivery of our products or non-delivery, resulting in loss of revenue and damage to our reputation or customer relationship. In case of unavailability of any supply from, any of our utility providers for any reason, we are unable to assure you that we shall be able to source such utilities from alternate sources in a timely manner and at a commercially reasonable cost, which could adversely affect our business, results of operations, cash flows and financial condition. 33. Failure or disruption of our IT systems may adversely affect our business, results of operations, cash flows and financial condition. We have implemented various information technology (“IT”) and/or enterprise resource planning (“ERP”) solutions to cover key areas of our operations and accounting. In particular, we utilize customized food grain ERP software which supports sales, purchase, inventory management and financial reporting across our Units (i) by allowing us to record and categorize costs across raw materials, labor, and utilities; (ii) help to generate invoices for clients and tracks payments and sends reminders for overdues; (iii) monitors stock levels of raw and processed rice; (iv) generates profit/loss statements, balance sheets, and cash flow reports; (v) facilitates tax documentation and liability tracking; (vi) supports vendor transactions by keeping track of orders, payments and due dates and (vii) aids in creating budgets and financial forecasts which enables strategic financial planning. In addition, IT is important to our processing operations and automation. Our IT solutions 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 and to safeguard our IT systems we have implemented an IT policy aimed at minimizing cybersecurity threats and preventing data and privacy breaches. A significant or large-scale malfunction or interruption of one or more of our IT systems, ERP systems, or processing IT 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 a wider or sustained disruption to our business could also occur. 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. While we have not experienced malfunction of our data system security measures in the past, any such malfunction or disruptions in future could cause economic losses for which we could be held liable or cause damage to our reputation. Furthermore, any unavailability of, or failure to retain, well trained employees capable of constantly servicing our IT, and/or ERP systems may lead to inefficiency or disruption of our operations and thereby adversely affecting our business, results of operations, cash flows and financial condition. While we have had no incidents of disruption of our IT systems in the past, there is no assurance that such disruption will not occur in the future. Any disruption could have a material adverse effect on our business, results of operations, cash flows and financial condition. 6234. Our employees may engage in misconduct, fraud or other improper activities, including non-compliance with regulatory standards and requirements. We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include inventory loss and intentional failures to comply with any regulations applicable to us, to provide accurate information to regulatory authorities, to comply with processing standards we have established, or to report financial information or data accurately or disclose unauthorized activities to us. There can be no assurance that we will be able to identify and deter such misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risk. Although we have had no material incidents of employee misconduct in the past, if our employees engage in any such future misconduct, we could face penalties, fines, revocation of regulatory approvals and harm to our reputation, any of which could form a material adverse effect on our business, results of operations, cash flows and financial condition. 35. If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected. We are responsible for establishing and maintaining adequate internal measures commensurate with the size and complexity of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of internal systems on an ongoing basis so that our operations adhere to our policies, compliance requirements and internal guidelines. We periodically test and update our internal processes and systems and there have been no past material instances of failure to maintain effective internal controls 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. Further, we 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, such as India. If we are not in compliance with applicable anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, results of operations, cash flows and financial condition. Likewise, any investigation of any potential violations of anti-corruption laws by the relevant authorities could also have an adverse impact on our business and reputation. 36. We have substantial capital expenditure and may require additional financing to meet future capital expenditure requirements, which could have an adverse effect on our business, results of operations, cash flows and financial condition. Our business is capital intensive as we require adequate capital to operate and expand our processing operations. Our historical capital expenditure has been and is expected to be primarily used towards development and enhancement of production capacities and processing infrastructure. Historically, we have funded our capital expenditure requirements through a combination of internal accruals and external borrowings. The table below sets forth our capital expenditure during the period and fiscal years indicated: (₹ millions, expect percentages) For the six months ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Particulars % of total % of total % of total % of total ₹ in ₹ in ₹ in ₹ in capital capital capital capital millions millions millions millions expenditure expenditure expenditure expenditure Land Nil Nil 4.58 25.85 Nil Nil Nil Nil 63For the six months ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Particulars % of total % of total % of total % of total ₹ in ₹ in ₹ in ₹ in capital capital capital capital millions millions millions millions expenditure expenditure expenditure expenditure Plant Machinery 14.45 93.77 12.86 72.57 9.48 31.34 13.95 78.77 Office Equipment 0.15 0.97 0.04 0.23 0.14 0.46 0.08 0.45 Computer Equipment 0.38 2.47 0.19 1.07 0.22 0.73 0.06 0.34 Furniture Fixtures 0.43 2.79 0.05 0.28 Nil Nil Nil Nil Vehicles Nil Nil Nil Nil 19.48 39.17 3.62 16.97 Capital working NA NA NA NA 0.94 64.40 Nil Nil progress Total Capital 15.41 100 17.72 100 49.73 100.00 21.33 100.00 expenditure As part of our strategy, we intend to expand our business in India. There can be no assurance that our expansion plans will be implemented as planned or on schedule, or that we will achieve our increased planned output capacity or operational efficiency. We may experience delays or mishaps in the implementation of the expansion plans or are incur debt or issue of equity or debt securities or a combination of both to meet our capital expenditure requirement. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows and we may be subject to additional covenants, which could limit our ability to access cash flows from operations. Any issuance of equity upon conversion of debt, on the other hand, would result in a dilution of investor’s shareholding in our Company. 37. Our inability to collect receivables in time or at all and default in payment from our distributors, B2B customers, modern trade channels and e-commerce platforms could result in the reduction of our profits and affect our cash flows. We are exposed to payment delays and/or defaults by our customers. Our financial position and financial performance are dependent on the creditworthiness of our customers. There have been delays in payments by some of our customers and distributors in the past. However, as the said receivables are expected to be realised in the normal course of business, these have not been considered as impaired. A percentage of our sales are to customers and distributors on an open credit basis, with standard payment period of generally between 0 to 120 days. While we generally monitor the ability of our customers and distributors to pay these open credit arrangements and limit the credit, we extend to what we believe is reasonable based on an evaluation of financial condition and payment history, we may still experience losses because of the inability to pay. As a result, although we maintain what we believe to be a reasonable allowance for doubtful receivables for potential credit losses based upon our historical trends and other available information, there is a risk that our estimates may not be accurate, and we cannot assure you that we will not experience such delays in payment or default by our customers or distributors in the future. The table below sets forth our trade receivables and bad debts written off as at the dates indicated: (₹ in millions, expect as otherwise indicated) For the six months ended As at March As at March As at March 31, Particulars September 30, 31, 2025 31, 2024 2023 2025 Trade receivables 4,524.87 4,505.39 3,242.02 3,098.47 Bad debts written off - - - - The table below sets forth our trade receivables turnover days for the periods indicated: For the six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Trade receivable turnover days 81 71 75 86 Any increase in our trade receivables turnover days in the future will negatively affect our business, results of operations, cash flows and financial condition. If we are unable to collect customer receivables or if the provisions for doubtful receivables are inadequate, it could have a material adverse effect on our business, results of operations, cash flows and financial condition. 64Macroeconomic conditions could also result in financial difficulties, including insolvency or bankruptcy, for our major customers or distributors, and as a result could cause delayed payments to us, requests for modifications to payment arrangements, that could increase our receivables or affect our working capital requirements, or default on payment obligations to us. Delays or defaults in payments from our distributors, B2B customers, modern trade channels and e-commerce platforms, or an increase of our outstanding receivable in proportion to our total revenues could, amongst others, result in a reduction of our profits. An increase in bad debts or in defaults by our distributors, B2B customers, modern trade channels and e-commerce platforms may compel us to utilize greater amounts of our operating working capital and result in increased interest costs, thereby adversely affecting our business, results of operations, cash flows and financial condition. 38. We could incur losses under our purchase orders with our customers and distributors or be subjected to disputes or contractual penalties as a result of delays in delivery or failures to meet contract specifications or delivery schedules which may have a material adverse effect on our business, results of operations, cash flows and financial condition. We could incur losses under our purchase orders or be subjected to disputes or contractual penalties as a result of delays in delivery or failures to meet specifications or delivery schedules. In the six months ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 or Fiscal 2023, there have been no instances of disputes or contractual penalties being invoked as a result of our failure to meet specifications or delivery schedules. In the past, there were occasional disputes or contractual penalties arising from our failure to meet specifications or delivery schedules. However, these incidents did not have a material adverse impact on our business. There is no assurance that these incidents will not occur in the future, whether as a result of factors beyond our control or not. There can be no assurance that our customers and distributors in the future will not rescind their purchase orders with us if there is a delay in delivery beyond the time stipulated in the purchase order. This may have an impact on our reputation, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Further, payment of damages and renegotiation of terms of purchase orders could also have an adverse impact on our business, results of operations, cash flows and financial condition. In addition, certain of our customer purchase orders, enable our customers and distributors to set off payments for goods delivered against previous outstanding balances. Any such instances may also impact our cash flows and have an adverse impact on our business, results of operations, cash flows and financial condition. 39. We may not have sufficient insurance coverage to cover our economic losses as well as certain other risks, not covered in our insurance policies, which could adversely affect business, results of operations, cash flows and financial condition. Our operations are subject to various risks inherent to our operations and to the sale and maintaining inventory of products, as well as other risks, such as theft, robbery or acts of terrorism and other force majeure events. We maintain insurance coverage for anticipated risks which are standard for our type of business and operations. The table below sets forth particulars of our insurance coverage as at the dates indicated. (₹ in millions, expect as otherwise indicated) Particulars Amount of Assets as at Percentage of total Assets Percentage of (in %) insurance coverage (in %) Sep March March March Sep March March March Sep 30, March March March 30, 31, 31, 31, 30, 31, 31, 31, 2025 31, 31, 31, 2025 2025 2024 2023 2025 2025 2024 2023 2025 2024 2023 Insured Assets* 9,493.49 10,088.65 8,828.11 7,173.20 98.78 98.85 98.73 98.41 110.02 92.67 85.55 105.05 Uninsured 117.19 116.94 113.83 116.21 1.22 1.15 1.27 1.59 - - - - Assets Total Assets 9,610.68 10,205.60 8,941.94 7,289.41 100 100 100 100 110.02 92.67 85.55 105.05 *Insured Assets include inventory, net block of plant and machinery, vehicles and buildings. We maintain insurance policies that are customary for companies operating in our industry. For our operations, we have obtained industrial all-risk policy for our manufacturing, processing and packaging facilities, fire and special perils policy for our warehouses. Further, we maintain money and burglary insurance, commercial vehicle insurance, and marine cargo insurance, fire policy for our building, plant and machineries, etc. We have not taken insurances for all risks and liabilities, and our policies are subject to standard limitations. For example, we do not have key man insurance, directors and officers liability insurance or product liability insurance. There are many events that could significantly impact our operations, or expose us to third-party liabilities, for which 65we may not be adequately insured. There can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part, or on time. Further, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business. While none of our insurance policies are due for renewal as of the date of this Prospectus, we cannot assure you that such renewals in the future (on expiry) will be granted in a timely manner, at acceptable cost or at all. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, our business, results of operations, cash flows and financial condition could be adversely affected. For further details of insurance, see “Our Business” on page 212. 40. Negative publicity involving endorsing celebrities may adversely impact our brand image and business operations. Our Company may engage public figures or celebrities to promote and endorse its brand and products, especially in domestic and international markets where brand recall plays a key role in influencing consumer perception. While such endorsements are intended to enhance our visibility, trust, and market positioning. Any adverse publicity, controversy, or reputational issues associated with the endorsing celebrities whether or not directly related to our Company or its products may negatively affect our brand image. The Company had in the past engaged TV celebrity for endorsements however we had not faced any reputational harm due to negative publicity of such endorsing celebrities. Although no celebrity endorsement have been done during the six months ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, we may engage in such celebrity endorsement in the future as part of our marketing and advertisement strategies. Any incident leading to negative publicity of celebrity endorsing our products may lead to negative consumer sentiment, media scrutiny, loss of goodwill, and in certain cases, a decline in customer trust and preference. In the current social media-driven environment, even isolated incidents can receive widespread attention and potentially damage public perception of our brand. Our relationship with our brand ambassadors may deteriorate and our brand ambassadors may not continue to be supportive of our brands or products. Although we conduct diligence and include contractual safeguards while engaging endorsers, we may not be able to fully anticipate or control reputational risks arising from their actions. While there have been no instances in the past where negative publicity in relation to any of our past brand ambassadors impacted our business and reputation, we cannot assure you going forward, any negative publicity surrounding any of our brand ambassadors that we may appoint in future, will not impact our business and reputation. Any such adverse impact on our brand could materially affect our sales, customer loyalty, and overall business performance. 41. Any adverse changes in regulations governing our business, products and the products of our customers, may adversely impact our business, prospects and results of operations. Regulations and policies implemented by the Government of India as well as the countries to which we export our products can affect the demand for, expenses related to and availability of our products. In particular, since large portion of our revenues are derived from exports, any amendments to the export-import policies of the Government of India as well as the registration requirements in the countries where we export products may potentially impact the business of our Company. We have incurred and expect to continue incurring costs for compliance with such laws and regulations. Any changes in government regulations and policies, such as the withdrawal of or changes in tax benefits, incentives and subsidies levied by India or other countries, could adversely affect our business and results of operations. Protectionist measures, including countervailing duties and tariffs and government subsidization adopted or currently contemplated by governments in some of our export markets could adversely affect our sales. Further, regulatory requirements with respect to our products and the products of our customers are subject to change. An adverse change in the regulations governing the development of our products and their usage by our customers, including the development of licensing requirements and technical standards and specifications or the imposition of onerous requirements, may have an adverse impact on our operations. We may be required to alter our processing and/or distribution process, change our product portfolio and target markets and incur capital expenditure to achieve compliance with such new regulatory requirements applicable to us and our customers. We cannot assure you that we will be able to comply with the regulatory requirements. If we fail to comply with new statutory or regulatory requirements, there could be a delay in the submission or grant of approval for processing and marketing new products, or we may be required to withdraw existing products from the market. Moreover, if we fail to comply with the various conditions attached to such approvals, licenses, 66registrations and permissions once received, the relevant regulatory body may suspend, curtail or revoke our ability to market such products and/or we may be deemed to be in breach of our arrangements with our customers. Consequently, there is an inherent risk that we may inadvertently fail to comply with such regulations, which could lead to enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory approvals for our new products, which may adversely impact our business, results of operations, cash flows and financial condition. 42. Non-compliance with and changes in, safety, health, environmental laws and other applicable regulations in India, may adversely affect our business, results of operations, cash flows and financial condition. We are subject to laws and government regulations in India, including in relation to safety, health and environmental protection. For details, see section titled “Key Regulations and Policies in India” on page 241. These laws and regulations impose controls on air and water discharge, noise levels, storage handling, and other aspects of our processing operations. In addition, our products, including the process of processing, storage and distribution of such products, are subject to numerous laws and regulations in relation to quality, safety and health. Further, laws and regulations may limit the amount of pollutant discharge that our processing operations may release into the air and water. Our operations, particularly at our manufacturing and packaging facilities (Unit I, Unit II and Unit III), are subject to stringent scrutiny, inspection and audit from third party environmental agencies, including governmental authorities to ensure our compliance with applicable laws and regulations or the relevant regulatory bodies may require us to shut down our processing facilities for purported violations of safety, health, environmental laws, which in turn could lead to product shortages that delay or prevent us from fulfilling our obligations to customers or distributors. For instance, we may have to relocate our operations in Unit III incase of future notification or directive from regulatory authorities. For related risks, please refer “Risk Factors- Our packaging units are located in non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption.” on page 37 . The discharge of materials that are chemical in nature or of other hazardous substances into the air, soil or water beyond the limits required by applicable law or regulation may cause us to be liable to regulatory bodies or third parties. Any such legal proceedings in the future could adversely affect our business, results of operations, cash flows and financial condition. Furthermore, if the authorities deem that our responses do not sufficiently address the concerns raised in these notices, there is also a possibility that the environmental authorities may cancel, suspend or withdraw the approvals, permits or consents granted to us or may order the closure of the processing facilities until the concerns are sufficiently addressed or remedied. If such environmental notices result in litigation, fines or the cancellation of our licenses, it could adversely affect our business, results of operations, cash flows and financial condition. In March 2023, the Consent to Operate (CTO) for our Unit II was revoked due to environmental issue, but the same was reinstated in September 2023. Such temporary revocation of license did not result in material adverse impact on our sales or financial condition. Other than the abovementioned incident, we have not received any environmental notices nor been subjected to any litigation, fines or cancellation of our licenses due to non- compliance with environmental laws and regulations in the past. However, there is no assurance that such incidents will not occur in the future. We are also required to obtain permits from governmental authorities for certain aspects of our operations. These laws, regulations and permits often require us to purchase and install pollution control equipment or to make operational changes to limit impacts or potential impacts on the environment and/or health of our employees. There were no incidents where we delayed in making regulatory filings beyond prescribed timelines which resulted in action against us by the regulatory authorities. However there is no assurance that such incidents will not occur in the future, any non-compliances by us may adversely affect our business, results of operations, cash flows and financial condition. 43. The availability of counterfeit products and any inability to protect our intellectual property or any claims that we infringe on the intellectual property rights of others could have a material adverse effect on us. Any deterioration in the reputation and market perception of our brands, or if our sales and marketing efforts are ineffective, it could adversely affect our sales, profitability and the implementation of our growth strategy. As on date of this Prospectus, we have registered a total of 100 trademarks, including 70 in India and 30 across 6726 countries primarily in Europe, Asia and Africa, and 22 copyrights in India. Certain intellectual properties were registered in the name of our Promoter, Chairman and Managing Director, Jagdish Kumar Suri. Pursuant to the Deed of Assignment dated June 2, 2025, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. Our Company has made applications before the relevant authorities for registration of the said intellectual properties in its name, which are currently pending. Any delay in obtaining such registrations may affect the Company’s ability to enforce its rights over these intellectual properties. Our brand and reputation are among our important assets, and the performance and quality of products are critical to the success of our business. In particular, we operate and sell our products under our anchor brand “AEROPLANE”, with more than 40 different sub-brands for various products, including without limitation, “Aeroplane La-Taste”, “Aeroplane Classic”, “Ali baba”, “World Cup” and “Jet”, which, along with their respective variations and formative representations, are registered or pending registration in all our key markets and geographies in India and outside of India. Our ability to obtain and maintain trademarks, copyrights and other intellectual property protection for our products, technologies, designs and know-how without infringing the intellectual property of third parties, and to protect our intellectual property rights may affect our business and results of operations. As on date of this Prospectus, we have 26 trademark applications that are being opposed/ objected by the Trademarks Registry. While our Company has submitted replies in response to these objections/ oppositions, we cannot assure that the matters will be settled in our favour, or that no (additional) liability will arise out of these matters. Further, we have filed applications for registering additional three trademarks with the Trademarks Registry which are pending approval. If any of our unregistered trademark is registered in favor of a third party, we may not be able to claim registered ownership of that trademark and consequently, we may be unable to seek remedies for infringement of such trademark by third parties other than relief against “passing off” by other entities. Furthermore, we may commences selling and exporting products under our brands while such brands are pending trademarks registration. Our brands may not be registered as trademarks in all the jurisdictions where we export to. In addition to the above, we may not be able to protect our intellectual property rights, including our trademarks after receipt of approval from the Trademark Registry in India or trademark authorities internationally, against third-party infringement and unauthorised use of our intellectual property, including by our competitors. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our proprietary products, technology, systems and processes and use information that we consider proprietary. In addition, in respect of products without registered trademark protection, third parties may assert rights in our name, brands and marks. Further, unauthorized parties may also attempt, or successfully endeavour, to obtain our intellectual property, confidential information, and trade secrets through various methods, including through cybersecurity attacks, and legal or other methods of protecting this data may be inadequate. Entities could pass off their own products as ours, including producing counterfeit products. As a result, our market share could be reduced due to replacement of demand for our products and any deficiency in the quality of the counterfeit products will adversely affect our reputation and goodwill with customers. The proliferation of counterfeit products, and the time and attention lost to defending claims and complaints about counterfeit or pass off products could have an adverse effect on our goodwill and our business prospects, while our results of operations and financial condition could suffer. We have not entered into any proprietary agreement with our employees for the purposes for protection of trade secrets and proprietary information. Our trade secrets may become known or independently developed by our competitors, and in such cases, we may no longer enjoy the exclusive use of some of our formulations or maintain the confidentiality of information relating to our products. Except as stated in “Outstanding Litigation and Material Developments-Civil Proceedings against our Company” on page 402, we have not faced instances of intellectual property claims during the six months ended September 30, 2025, and during Fiscal 2025, Fiscal 2024 or Fiscal 2023. While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with certainty as to whether we are infringing on any existing third-party intellectual property rights, which may require us to alter our technologies, obtain licenses or cease some of our operations. We may also be susceptible to claims from third parties asserting infringement and other related claims. If such claims are raised, those claims could: (a) adversely affect our relationships with current or future customers: (b) result in costly litigation; (c) cause supplier delays or stoppages; (d) divert management's attention and resources; (e) subject us to significant liabilities; (f) require us to enter into potentially expensive royalty or licensing agreements and (g) require us to cease certain activities. In the case of an infringement claim made by a third party, we may be required to defend such claims at our own cost and 68liability and may need to indemnify and hold harmless our customers. Furthermore, necessary licenses may not be available to us on satisfactory terms, if at all. In addition, we may decide to settle a claim or action against us, which settlement could be costly. We may also be liable for any past infringement that we are not aware of. Any of the foregoing could adversely affect our business, results of operations, cash flows and financial condition. 44. We require various licenses and approvals for undertaking our businesses and the failure to obtain or retain such licenses or approvals in a timely manner, or at all, may adversely affect our business, results of operations, cash flows and financial condition. Our business operations are subject to various laws, the compliance of which is supervised by multiple regulatory authorities and government bodies in India. In order to conduct our business, we are required to obtain multiple licenses, approvals, permits and consents. Additionally, our government approvals and licenses are subject to numerous conditions. If we are unable to comply with any or all of their applicable terms and conditions or seek waivers or extensions of time for complying with such terms and conditions, our operations may be interrupted and penalties may be imposed on us by the relevant authorities. Further, a majority of these approvals and licenses are subject to ongoing inspection and compliance requirements and are valid only for a fixed period of time subject to renewals. As date of this Prospectus, some of our approvals have expired or are about to expire and we have either made or are in the process of making an application for obtaining the approval or its renewal. For details of our licenses and approvals, including those pending renewals, see “Government and Other Statutory Approvals- Material Approvals applied but not received as on date of this Prospectus” on page 414. Failure to comply with the conditions of the licenses or approvals may result in non-renewal or revocation of our existing licenses or approvals. In March 2023, the Consent to Operate (CTO) for our Unit II was revoked due to environmental issue, but the same was reinstated in September 2023. For details, see “Risk Factors – Non-compliance with and changes in, safety, health, environmental laws and other applicable regulations in India, may adversely affect our business, results of operations, cash flows and financial condition.” on page 67. Other than the abovementioned incident, no proceedings have been initiated against us where a license or approval was not renewed or revoked in the past. However, there is no assurance that we will be able to renew, obtain or retain our licenses or approvals in the future. If we fail to renew, obtain or retain any of such approvals, in a timely manner, or at all, our business, results of operations, cash flows and financial condition may be adversely affected. 45. We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders. The table below sets forth the arithmetic aggregated total of our related party transactions in the ordinary course of business (post intercompany elimination) and such transactions as a percentage of revenue from operations for the period and fiscal years indicated: For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025 Particulars % of % of % of % of ₹ in revenue ₹ in revenue ₹ in revenue ₹ in revenue millions from millions from millions from millions from operations operations operations operations Related party 27.70 0.27 33.59 0.18 27.51 0.18 35.28 0.27 transactions* *Post intercompany elimination All the related party transactions in the six months ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 or Fiscal 2023 have been carried out on an arm’s length basis are in compliance with Section 177 and Section 188 of the Companies Act, 2013 and other applicable laws. For details, refer “Restated Consolidated Financial Statements - Note 37 – Restated Related Party Transactions” on page 351. Pursuant to the Deed of Assignment dated June 2, 2025, our Promoter, Chairman and Managing Director, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. It is likely that we will continue to enter into related party transactions in the future and such transactions could potentially involve conflicts of interest. We cannot assure you that such future related party transactions, individually or in the aggregate, will not have an adverse effect on our business, results of operations, cash flows and financial condition. Although all related-party transactions that we may enter into will be subject to Audit Committee, Board or Shareholders’ approval, as may be required under the Companies Act, 2013 and the SEBI 69Listing Regulations, we cannot assure you that such transactions, individually or in the aggregate, will perform as expected/ result in the benefit envisaged therein. 46. Our Subsidiary, Promoters, certain members of our Promoter Group and certain Directors of our Company are in business similar to ours and may enter into ventures that may lead to real or potential conflicts of interest with our business. Further, our Promoters and certain Directors have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits. Any real or potential conflicts of interest that may arise in this regard may materially adversely impact our business, financial condition, results of operations and cash flows. Our Promoters and certain Directors may be deemed to be interested in our Company, in addition to the regular remuneration or benefits, reimbursements of expenses, Equity Shares held by them or their relatives, their dividend or bonus entitlement, benefits arising from their directorship in our Company. Further, our Promoters, Directors, Key Managerial Personnel and Senior Management may also be interested to the extent of any transaction entered into by our Company with any other company or firm in which they are directors or partners. Except for our Subsidiary which carries out a similar line of business and in which our Promoters and Directors, namely, Jagdish Kumar Suri, Rahul Suri and Ramnika Suri, our Independent Director, Yogendra Kumar Singhal, and certain members of our Promoter Group have indirect shareholding and/ or directorships, none of our Promoters, Directors, Key Managerial Personnel or Senior Management are engaged in any other business or ventures which carries out a similar line of business as that of our Company. While presently our Subsidiary’s business does not compete with our Company and accordingly there is no conflict of interest, we cannot assure you that our Promoters, Directors, Key Managerial Personnel or Senior Management may enter into business or ventures or may have any other interests that may lead to real or potential conflicts of interest with our business, and they may, for business considerations or otherwise, cause us to take certain actions, or refrain from taking certain actions, which in turn may materially adversely impact our business, financial condition, results of operations and cash flows. For further details, see “Our Management - Interest of our Directors”, “Our Promoters and Promoter Group - Interests of our Promoters”, “Issue Document Summary - Summary of Related Party Transactions” and “Restated Consolidated Financial Information” on pages 268, 289, 25 and 295, respectively. 47. Exposure to credit risk may disrupt the buying cycle and adversely impact our operations and cash flows. We extend credit to certain customers in the ordinary course of business, particularly in export markets, which exposes us to the risk of delayed or non-receipt of payments. A percentage of our sales are to customers and distributors on an open credit basis, with standard payment period of generally between 0 to 120 days. Failure by our customer to pay for goods as agreed, can significantly disrupt our working capital cycle and in turn our buying cycle. The buying cycle comprising procurement, production, and distribution is highly dependent on timely cash inflows. Delayed payments may result in cash flow mismatches, making it challenging to fund ongoing procurement of raw materials, pay suppliers on time, or meet daily operational requirements. Such disruptions may lead to production delays, higher reliance on short-term borrowing to bridge liquidity gaps, and increased finance costs, thereby negatively impacting our profitability. The table below sets forth our trade receivables turnover days for the periods indicated: For the six months ended Particulars Fiscal 2023 Fiscal 2024 Fiscal 2023 September 30, 2025 Trade receivable turnover days 81 71 75 86 Moreover, constrained cash flows can strain supplier relationships, potentially resulting in the loss of favourable credit terms or delivery delays. Persistent credit risk may also affect our willingness to enter new markets or extend credit to new customers, thus limiting growth opportunities. Although we have policies in place to assess customer creditworthiness and manage receivables, there is no assurance that these measures will fully mitigate the risks. Unmanaged or unexpected defaults can destabilize our procurement, production, and delivery cycles, thereby affecting our overall operational efficiency and financial performance. 7048. After the completion of the Issue, our Promoters will continue to collectively hold substantial shareholding in our Company exercising influence over us Currently, our Promoters own an aggregate of 98.17% of our issued, subscribed and paid-up Equity Share capital. Following the completion of the Issue, our Promoters will continue to hold approximately 78.49% of our post- Issue Equity Share capital. For details of their shareholding pre and post-Issue, see “Capital Structure” on page 102. By virtue of their shareholding, our Promoters will have the ability to exercise significant control over the outcome of the matters submitted to our Shareholders for approval, including the appointment of Directors, the timing and payment of dividends, the adoption of and amendments to our Memorandum and Articles of Association, the approval of a merger or sale of substantially all of our assets and the approval of most other actions requiring the approval of our Shareholders. The interests of our Promoters in their capacity as our Shareholders could be different from the interests of our other shareholders. Any such conflict may adversely affect our ability to execute our business strategy or to operate our business. 49. As a publicly listed company, we will be subject to additional compliance requirements and increased scrutiny. All of our directors do not have any prior experience of directorship of listed entities, which may affect the ability to meet these additional compliance requirements. As a listed company, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company. Also, we have not, historically, been subjected to the increased scrutiny of our affairs by Shareholders, regulators and the public at large that is associated with being a listed company. We will be subject to the listing requirements with the Stock Exchanges and compliances of SEBI Listing Regulations with respect to our business and financial condition. Upon listing, we will comply with such requirement in a time bond manner. Further, all of our directors do not possess prior experience in listed entity which may affect our ability to meet the additional compliance requirements and scrutiny we receive as a public listed company and be detrimental to our Board of Directors when making key decisions, which could adversely affect our business and results of operations. If we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies which may adversely affect the financial position of our Company. 50. We or our customers or counterparties may engage in transactions in or with countries or persons that may have in the past been or may currently be subject to U.S. and other sanctions. U.S. law generally prohibits or restricts U.S. persons from directly or indirectly investing or otherwise doing business in or with certain countries or territories and with certain persons or businesses that have been specially designated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or other U.S. government agencies. Other governments and international or regional organizations also administer similar economic sanctions. We or our customers or counterparties may engage in transactions in or with countries or persons that may have in the past been or may currently be subject to certain OFAC-administered and other sanctions, such as Iran and Iraq. In the past, we have shipped basmati rice to Iran and Iraq, which were not prohibited by U.S. sanctions. However, there can be no assurance that our future business will be free of risk under sanctions implemented against any sanctioned jurisdictions or persons or that we will be able to conform our business transactions to the expectations and requirements of authorities of any government that does not have jurisdiction over the business but nevertheless asserts the right to impose sanctions on an extraterritorial basis. Further, investors in the Equity Shares could incur reputational or other risks as a result of our or our customers’ or counterparties’ dealings in or with countries or with persons that are the subject of U.S. or other applicable economic or similar sanctions. In addition, because many sanctions programs are evolving, new requirements or restrictions could come into effect which might increase regulatory scrutiny of our business or result in our business activities being deemed to have violated sanctions or being sanctionable. 51. Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior Shareholders’ approval. Our proposed objects of the Issue are set forth under “Objects of the Issue” on page 118. At this stage, we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment, business conditions, economic conditions or other factors beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake 71any variation in the utilisation of the Net Proceeds without obtaining the Shareholders’ approval through a special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain the Shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such Shareholders’ approval may adversely affect our business or operations. Further, our Promoters or controlling Shareholders would be required to provide an exit opportunity to the Shareholders who do not agree with our proposal to modify the objects of the Issue as prescribed in the SEBI ICDR Regulations. If our shareholders exercise such exit option, our business and financial condition could be adversely affected. Therefore, we may not be able to undertake variation of objects of the Issue to use any unutilized proceeds of the Issue, if any, even if such variation is in the interest of our Company, which may restrict our ability to respond to any change in our business or financial condition and may adversely affect our business and results of operations. 52. 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 utilize the Net Proceeds of the Issue as set forth in “Objects of the Issue - Requirement of Funds and Utilization of Net Proceeds” beginning on page 119. The funding requirements mentioned as a part of the objects of the Issue are based on internal management estimates and have not been appraised by any bank or financial institution. This is based on current conditions and is subject to change in light of changes in external circumstances, costs, business initiatives, other financial conditions or business strategies. However, the deployment of Net Proceeds will be monitored by a monitoring agency appointed pursuant to the SEBI ICDR Regulations. We intend to deploy the Net Proceeds by the end of 2027, but may have to reconsider our estimates or business plans due to changes in underlying factors, some of which are beyond our control, such as interest rate fluctuations. Accordingly, prospective investors in the Issue will need to rely upon our management’s judgment with respect to the use of proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect our business and results of operations. Various risks and uncertainties, including those set forth in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. Accordingly, use of the Net Proceeds for other purposes identified by our management may not result in actual growth of our business, increased profitability or an increase in the value of our business and your investment. 53. Our inability to successfully implement some or all our business strategies in a timely manner or at all could have an adverse effect on our business. As part of our strategy aimed towards business growth and improvement of market position, we intend to implement several business strategies, which include: • promotion of our brands visibility and marketing initiatives; • geographical expansion and presence of our products in the Indian market; • expand our reach into various FMCG products; and • improving operational efficiency with better utilization of our Units. Our strategies may not succeed due to various factors, including our inability to reduce our debt and our operating costs, our failure to develop new products with sufficient growth potential as per the changing market preferences and trends, our failure to execute agreements with our customers, distributors or channel partners, our failure to effectively market our products or foresee challenges with respect to our business initiatives, our failure to sufficiently upgrade our infrastructure, machines, automation, equipment and technology as required to cater to the requirement of changing demand and market preferences, our failure to maintain highest quality in our operations or to ensure scaling of our operations to correspond with our strategy and customer demand, changes in Government of India policy or regulation, our inability to respond to regular competition, and other operational and management difficulties. For further details of our strategies, see “Our Business – Our Strategies” on page 220. 54. If we do not continue to invest in new technologies and equipment, our machines and equipment may become obsolete and our production costs may increase relative to our competitors, which may have an adverse impact on our business, results of operations, cash flows and financial condition. We believe that going forward, our profitability and competitiveness will depend in largely on our ability to 72maintain low cost of operations, including our ability to process and supply sufficient quantities of rice and other products as per the agreed specifications. If we are unable to respond or adapt to changing trends and standards in machines, equipment and technologies, or otherwise adapt our machines, equipment and technologies to changes in market conditions or requirements, in a timely manner and at a reasonable cost, we may not be able to compete effectively and our business, results of operations, cash flows and financial condition may be adversely affected. 55. Any downgrade of our credit ratings could adversely affect our business. Additionally, a downgrade in ratings of India and other jurisdictions we operate in may affect the trading price of the Equity Shares. Since the commencement of Fiscal 2023 and up to the date of this Prospectus, we have received the following credit ratings on our long debt and credit facilities from CARE Ratings Limited: Instrument or Rating Type ₹ crores Date Rating IVR A/ Positive (IVR Single A with Positive Long term bank facilities 120.00 July 28, 2025 outlook) Short term bank facilities 795.00 July 28, 2025 IVR A1 (IVR A One) IVR A/ Stable (IVR Single A with stable Long term bank facilities 120.37 May 25, 2024 outlook) Short term bank facilities 795.00 May 25, 2024 IVR A1 Stable (IVR Single A One) IVR A-/ Stable (IVR A Minus with stable Long term bank facilities 60.00 March 27, 2023 outlook) IVR A2+ (IVR A Two Short term bank facilities 855.00 March 27, 2023 Plus) These ratings assess our overall financial capacity to pay our obligations and are reflective of our ability to meet financial commitments as they become due. Further, there can be no assurance that these ratings will not be revised or changed by the above rating agencies due to various factors. We have not experienced downgrade in our credit ratings in the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023. There is no assurance that there will not be downgrade in our credit ratings in the future. Any downgrade in our credit ratings may increase interest rates for refinancing our outstanding debt, which would increase our financing costs, and adversely affect our future issuances of debt and our ability to raise new capital on a competitive basis. Further, our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating agencies may adversely impact our ability to raise additional financing. This could have an adverse effect on our ability to fund our growth on favourable terms and consequently adversely affect our business and financial performance and the price of the Equity Shares. 56. There can be no assurance that our Company will be in a position to pay dividends in the future. Our ability to pay dividends in the future may be affected by any material adverse effect on our future earnings, financial condition or cash flows. Our Board, at its meeting held on April 10, 2024, adopted a dividend distribution policy. The declaration and payment of dividends, if any, will be recommended by the Board of Directors and approved by the Shareholders, at their discretion, subject to the provisions of the Articles of Association and other applicable laws, including the Companies Act. Our Company has never declared and paid dividend since inception. Our ability to pay dividends in future will depend on our earnings, financial condition, contractual obligations and financing arrangements entered with our lenders and capital requirements. Further, our Promoters and Promoter Group will continue to hold a significant portion of our post-Issue paid-up Equity Share capital and may have a significant ability to control the payment and/or the rate of dividends. Therefore, our Company cannot assure you that it will be able to declare dividends, of any particular amount or with any frequency in the future. Accordingly, realization of gain on shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will appreciate in value. For further details, see the ‘Dividend Policy’ on page 294. 7357. Our Subsidiary may not pay cash dividends on shares that we hold in them. Consequently, our Company may not receive any return on investments in our Subsidiary. Our Subsidiary is a separate and distinct legal entity, having no obligation to pay dividends and may be restricted from doing so by law or contract, including applicable laws, charter provisions and the terms of their financing arrangements. We cannot assure you that our Subsidiary will generate sufficient profits and cash flows, or otherwise be able to pay dividends to us in the future. 58. Information relating to the installed capacity and storage capacity of our facilities included in this Prospectus are based on various assumptions and estimates and future production and capacity may vary. Information relating to the installed capacity and storage capacity of our facilities included in this Prospectus is based on various assumptions and estimates of our management that have been taken into account by Dharam Vir Mehta, Independent Chartered Engineer in the calculation of our installed capacity. The storage capacities have been calculated based on actual capacity and the storage area. Further, installed milling and sorting capacities, sorting and grading capacities, and packaging capacities, have been calculated on the basis of 3 shifts, each being 8 hours long in total of 340 days in a year and the sum total of various products that the Units are capable of manufacturing and is already manufacturing. Actual production and storage levels and rates may differ significantly from the installed capacity information of our facilities or historical installed capacity information of our facilities. Undue reliance should therefore not be placed on our historical installed capacity information for our existing facilities included in this Prospectus. 59. Certain sections of this Prospectus contain information from the CARE Report which we commissioned and purchased 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 Company commissioned Care Report prepared by Care Analytics and Advisory Private Limited, which is not related to our Company, Directors, Key Managerial Personnel or Senior Management. We commissioned and paid for this report for the purpose of confirming our understanding of the industry in connection with the Issue. All such information in this Prospectus indicates the Company commissioned Care Report as its source. Accordingly, any information in this Prospectus derived from, or based on, the Company commissioned Care Report should be read taking into consideration the foregoing. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information 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. Further, the Company commissioned Care Report is not a recommendation to invest / disinvest in any company, industry or sector covered in the Company commissioned Care Report. This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate assessments. All forecasts in the Company commissioned Care Report are based on assumptions considered to be reasonable by Care Analytics and Advisory Private Limited; however, the actual outcome may be materially affected by changes in the industry and economic circumstances, which could be different from the projections. Accordingly, prospective 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 based on, or derived from, the Company commissioned Care Report. You should consult your own advisors and undertake an independent assessment of information in this Prospectus based on, or derived from, the Company commissioned Care Report before making any investment decision regarding the Issue. See “Industry Overview” on page 153. 60. We have in this Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is applicable across the rice industry and may not be comparable with financial information of similar nomenclature computed and presented by other companies. Certain Non-GAAP Measures relating to our operations have been included in this Prospectus. For further details on non-GAAP financial measures used in this Prospectus, see “Certain Conventions, Use of Financial 74Information and Market Data and Currency of Presentation—Non-GAAP Financial Measures” on page 32. We compute and disclose such Non-GAAP Measures 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 companies in the rice industry, many of which provide such Non-GAAP 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 audited financial statements as reported under applicable accounting standards disclosed elsewhere in this Prospectus. These Non-GAAP 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 are not measures of operating performance or liquidity defined by generally accepted accounting principles, 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 in the rice industry. 61. We have issued Equity Shares at a price which was lower than the Issue Price in the last 12 months. During the last one year we have issued Equity Shares at a price which was lower than the Issue Price. For further details, see “Capital Structure” beginning on page 102. Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The prices at which Equity Shares have been issued by us in last one year should not be taken to be indicative of the Price Band, Issue Price and the trading price of our Equity Shares after listing. 62. We have made bonus issuances of securities in the past, and we cannot guarantee that we will be able to make such issuances in the future. In the past, our Company has made certain bonus issuances of Equity Shares, in compliance with applicable provisions of the Companies Act. For instance, on September 11, 2024, we undertook a bonus issue of equity shares, in the ratio of fourteen Equity Shares for every one Equity Share held of face value of ₹10 each to the shareholders. There is no guarantee that we will undertake such bonus issuances in the future. 63. We have in the past issued Equity Shares for consideration other than cash, and we cannot guarantee the consideration received by us was commensurate with the value of the Equity Shares issued. We have, in the past, issued Equity Shares for consideration other than cash, including by way of allotment of shares against assets or goods. For further details, see “Capital Structure” beginning on page 102. The value of such assets or goods was determined based on prevailing market rates at the time of allotment. There can be no assurance that such values accurately reflect the realizable value of those assets or that the consideration received was commensurate with the value of the shares issued. External Risks 64. Adverse geopolitical conditions such as an increased tension between India and its neighbouring countries, the Russia-Ukraine conflict, the conflict between Iran-Israel and other countries in West Asia, and the recent trade wars and imposition of tariffs could adversely affect our business, results of operations and financial condition. Adverse geopolitical conditions such as increased tensions between India and its neighbouring countries, resulting in any military conflict in the region could adversely affect our business and operations. For instance, tensions between India and Pakistan are at their highest in decades following a major escalation in Kashmir in May 2025. Due to heightened tensions between India and Pakistan, security threats at the Gujarat port have caused a minor delay in our product shipments. Any military conflict may lead to countries including the Government of India imposing restrictions which could have an adverse effect on the Indian economy. Further, any restriction on commodities, or other factors cause global supply chain disruptions could have an impact on global prices and could have an adverse effect on the commodities markets in India could be affected. For instance, the government of India has imposed additional tariffs in the nature of countervailing duty and anti-dumping duty on a number of items imported from China. Any such measure or reciprocal duties imposed on Indian products by China or other countries may adversely affect our results of operations and financial condition could have a chilling effect on trade and commerce between the nations which could lead to uncertainty in the securities and commodities 75markets, inflate costs etc. Further, prolonged Russia-Ukraine conflict and the armed hostilities between Israel and other countries in West Asia, impacting, inter alia, global trade, prices of oil and gas could have an inflationary impact on the Indian economy, result in higher interest rates and adversely affect our business, results of operations and financial condition. The conflict between Russia and Ukraine, the Israel-Gaza conflict or the ongoing tensions in the Red Sea, which are beyond our control, may lead to economic instability, including in India and globally, and may adversely affect our business, financial condition, cash flows and results of operations. The short and long-term implications of the conflict between Russia and Ukraine, the Israel-Hamas conflict and the Iran-Israel conflict are difficult to predict at this time. We continue to monitor any adverse impact that the conflict between Russia and Ukraine, the subsequent institution of sanctions against Russia by the United States and several European and Asian countries, and the Israel-Hamas conflict may have on the global economy in general, on the businesses and operations of us, our lenders and other third parties with which we conduct business. To the extent any geopolitical tension may adversely affect our business, it may also have the effect of heightening many of the other risks described herein. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation; disruptions to our global technology infrastructure, including through cyberattack, ransom attack, or cyber intrusion; adverse changes in international trade policies and relations; disruptions in global supply chains; significant volatility in commodity prices and supply of energy resources; political and social instability; changes in consumer or purchaser preferences and constraints; volatility, or disruption in the capital markets, any of which could negatively affect our business and financial condition. In the recent past, we have been witnessing increased geopolitical tensions globally. Any potential aftermaths of such tensions such as cross-border restrictions, sanctions, trade barriers, imposition of tariffs could adversely affect our supply chains and as a result our production schedules. While we have alternative supply sources and have not experienced any disruption to our business or supply due to geopolitical tension in the past, should the conflicts lead to global shortages of commodities that are related to our business, such as energy, we may face challenges in sourcing raw materials and parts, including experiencing significant procurement cost increases. Moreover, recent trade wars and increasing protectionist policies by several countries, including the imposition of import tariffs and duties on goods originating from certain regions, have created an unpredictable and unstable global trade environment. As such, the landed cost of our products in certain international markets may increase. This may adversely affect our pricing competitiveness, which could in turn impact customer retention, reduce order volumes, or result in delayed or cancelled orders from our international clients. Additionally, any withdrawal, renegotiation or suspension of favourable duty regimes under bilateral or multilateral trade arrangements may further increase our cost of compliance and disrupt existing export strategies. These developments may necessitate changes to our pricing models, operational realignments, or strategic shifts to alternate markets. Such changes, if material, could adversely affect our revenue, margins, and overall export performance. 65. A slowdown in economic growth in India could have a negative impact on our business, results of operations, cash flows and financial condition. Our performance and the growth of our business are dependent on the health of the overall Indian economy. Any slowdown or perceived slowdown in the Indian economy or future volatility in global commodity prices could adversely affect our business. Additionally, an increase in trade deficit, or a decline in India’s foreign exchange reserves could negatively affect liquidity, which could adversely affect the Indian economy and our business. In particular, the COVID-19 pandemic caused an economic downturn in India and globally. Any downturn in the macroeconomic environment in India could also adversely affect our business, results of operations, cash flows and financial condition. India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather conditions affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian economy could adversely affect the policy of the Government of India towards the rice industry, which may in turn adversely affect our financial performance and our ability to implement our business strategy. 66. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate thereby reducing our margins. Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased 76costs of transportation, wages, raw materials and other expenses relevant to our business. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in part, and may adversely affect our business, results of operations, cash flows and financial condition. In particular, we might not be able to reduce our costs or entirely offset any increases in costs with increases in prices for our products. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. 67. Our business is affected by global economic conditions, which may have an adverse effect on our business, results of operations, cash flows and financial condition. The Indian economy and its securities markets are influenced by global economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects on the market price of securities of companies located in other countries, including India. Negative economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may also affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in India and could then adversely affect our business, financial performance and the price of our Equity Shares. If we are unable to successfully anticipate and respond to changing economic and market conditions, our business, results of operations, cash flows and financial condition may be adversely affected. 68. Changing laws, rules, regulations or Government policies and legal uncertainties in India could lead to new compliance requirements that are uncertain and may affect our business, results of operations, financial conditions and cash flows. The regulatory and policy environment in which we operate is evolving and is subject to change. The Government of India or State governments in India may implement new laws or other regulations and policies that could affect our business in general, which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the Government of India, state governments and other regulatory bodies, or impose onerous requirements. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future. We may incur increased costs and other burdens relating to compliance with such new requirements, which may also require significant management time and other resources, and any failure to comply may adversely affect our business, results of operations, cash flows and financial condition. 69. Natural calamities, climate change and health epidemics and pandemics in India could adversely affect our business, results of operations, cash flows and financial condition. In addition, hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect our business, results of operations, cash flows and financial condition. India has experienced natural calamities, such as earthquakes and floods in recent years. Natural calamities could have an adverse impact on the Indian economy which, in turn, could adversely affect our business, and they may also damage or destroy our processing facilities, warehouses or other assets. Further, such events also may lead to the disruption of, or damage, to processing equipment and machines, logistics operations, information systems, electrical systems and telecommunication services for sustained periods. Natural calamities also may make it difficult or impossible for employees to reach our business locations. Damage or destruction that interrupts our operations or assets could adversely affect our reputation, our relationships with our customers, distributors or channel partners, our senior management team’s ability to administer and supervise our business or it may cause us to incur substantial additional expenditure to repair or replace damaged assets. equipment or machines. Though some of the losses are covered under appropriate insurance, the above factors may still adversely affect our business, results of operations, cash flows and financial condition. India has from time-to-time experienced instances of social, religious and civil unrest and hostilities between neighbouring countries. Military activity or terrorist attacks in the future could influence the Indian economy by 77disrupting communications and making travel and logistics more difficult. Such political tensions also could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia and Europe, could influence the Indian economy and could have a material adverse effect on the market for securities of Indian companies. 70. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative impact on our business, results of operations and cash flows. Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such funding is available. A downgrading of India’s credit ratings may occur, for example, upon a change of government tax or fiscal policy, which is outside our control. This could have an adverse effect on our ability to fund our growth on favourable terms and consequently adversely affect our business and financial performance and the price of the Equity Shares. 71. The extent and reliability of Indian infrastructure, to the extent insufficient, could adversely impact our business, results of operations, cash flows and financial condition. India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with its road and rail networks, electricity grid, communication systems or any other public facility could disrupt our normal business activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies including our products and raw materials, and add costs to doing business in India. These problems could interrupt our business operations, which could have adverse effect on our business, results of operations, cash flows and financial condition. 72. Significant differences exist between Ind-AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Prospectus. Our Consolidated Financial Information is prepared and presented in accordance with Ind-AS. 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. Ind AS differs from accounting principles with which prospective investors may be familiar in other countries, such as U.S. GAAP and IFRS. Significant differences exist between Ind-AS, U.S. GAAP and IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Prospectus. Accordingly, the degree to which the financial information included in this Prospectus will provide meaningful information is dependent on the prospective investor’s familiarity with Ind-AS and the Companies Act. Any reliance by persons not familiar with Ind-AS on the financial disclosures presented in this Prospectus should accordingly be limited. In addition, some of our competitors may not present their financial statements in accordance with Ind AS and their financial statements may not be directly comparable to ours, and therefore reliance should accordingly be limited. 73. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act may in turn adversely affect our business. The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or informal arrangement, understanding, or action in concert, which causes or is likely to cause an AAEC, is considered void and may result in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment, or the provision of services, or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or number of customers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to become the Competition (Amendment) Act, 2023 (“Competition Amendment Act”), amending the Competition Act and giving the CCI additional powers to prevent practices that harm competition and the interests of 78consumers. It has been enacted to increase the ease of doing business in India and enhance transparency. The Competition Amendment Act, inter alia, modifies the scope of certain factors used to determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI and empowers the CCI to impose penalties based on the global turnover of entities, for anti-competitive agreements and abuse of dominant position. The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in India. Consequently, all agreements entered by us could be within the purview of the Competition Act. Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact of the provisions of the Competition Act on the agreements entered by us cannot be predicted with certainty at this stage. We may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business, results of operations, cash flows and financial condition. 74. Investors may not be able to enforce a judgment of a foreign court against us. Our Company is a company incorporated under the laws of India. Our Board of Directors comprises members all of whom are Indian citizens. All of our Key Managerial Personnel and Senior Management are residents of India and majority of the assets of our Company and such persons are located in India. As a result, it may not be possible for investors outside India to effect service of process upon our Company or such persons in India, or to enforce against them judgments obtained in courts outside India. India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions, which includes, among others, the United Kingdom, Singapore, United Arab Emirates and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Code of Civil Procedure, 1908. Judgments or decrees from jurisdictions, which do not have reciprocal recognition with India, cannot be executed 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 or our officers or directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in a non-reciprocating territory within three years of obtaining such final judgment in the same manner as any other suit filed to enforce a civil liability in India. If, and to the extent that, an Indian court were of the opinion that fairness and good faith so required, it would, under current practice, give binding effect to the final judgment that had been rendered in the non-reciprocating territory, unless such a judgment contravenes principles of public policy in India. 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 Indian practice. In addition, any person seeking to enforce a foreign judgment in India is required to obtain prior approval of the RBI to repatriate any amount recovered pursuant to the execution of such a judgment. 75. Subsequent to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors. SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with respect to the shares of listed companies in India (the “Listed Securities”) in order to enhance market integrity, safeguard the interests of investors and potential market abuses. In addition to various surveillance measures already implemented, and in order to further safe guard the interest of investors, the SEBI and the Stock Exchanges have introduced additional surveillance measures (“ASM”) and graded surveillance measures (“GSM”). ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain objective parameters such as price-to-earnings ratio, percentage of delivery, client concentration, variation in volume of shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on Listed Securities where their price quoted on the Stock Exchanges is not commensurate with, among other things, the financial performance and financial condition measures such as earnings, book value, fixed assets, net worth, other measures such as price-to-earnings multiple and market capitalization 79Upon listing, the trading of our Equity Shares would be subject to differing market conditions which may include significant price and volume fluctuations. The price of our Equity Shares may also fluctuate after the Issue due to several factors such as volatility in the Indian and global securities market, our profitability and performance, performance of our competitors, changes in the estimates of our performance or any other political or economic factor. The occurrence of any of the abovementioned factors may lead to us triggering the parameters listed by SEBI and the Stock Exchanges for placing securities under the GSM or ASM framework such as net worth and net fixed assets of securities, high price to earnings ratio, high low variation in securities, client concentration and close to close price variation. In the event our Equity Shares are covered under such surveillance measures implemented by SEBI and the Stock Exchanges, we may be subject to certain additional restrictions in relation to 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. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute your future shareholding. Further any such further issuance of equity shares and sales of the Equity Shares by our Promoters, members of our Promoter Group or other major shareholders of our Company may adversely affect the trading price of the Equity Shares. We cannot assure you that we will not issue additional Equity Shares. Any future issuance of the Equity Shares, or securities linked to Equity Shares, including through exercise of employee stock options may lead to the dilution of investor’s shareholding in our Company. Any future equity issuances by us, or any public perception that such sales might occur, may adversely affect the trading price of the Equity Shares. Any sale of Equity Shares by these holders, which may include our Promoters, members of Promoter Group, pre- IPO investors or other major Shareholders, or any public perception that such sales might occur, may adversely affect the trading price of the Equity Shares. There can be no assurance that we will not issue Equity Shares or securities linked to Equity Shares or that our Promoters, members of the Promoter Group or Shareholders will not dispose of, pledge or encumber their Equity Shares in the future. 77. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares held as investments or dividend paid therein in an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months immediately preceding the date of transfer may be subject to long term capital gains tax in India at the specified rates depending on certain factors, whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty exemptions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less, immediately preceding the date of transfer will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident and the seller is entitled to avail the benefits thereunder. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. 8078. 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 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 the equity shares voting rights 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. Our decision to file an offering document or registration statement will depend on the costs and potential liabilities associated with any such registration as well as the perceived benefits of enabling holders in such jurisdiction to exercise their pre- emptive rights and any other factors we consider appropriate at such time. We may elect not to file an offering document or registration statement in relation to pre-emptive rights otherwise available to you by Indian law. To the extent that investors are unable to exercise pre-emptive rights granted in respect of our Equity Shares, they may suffer future dilution of their ownership position and their proportional interests in our Company may be reduced. 79. The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue. Further, the current market price of some securities listed pursuant to certain previous issues managed by the Book Running Lead Managers is below their respective issue prices. The determination of the Price Band is based on various factors and assumptions and will be determined by our Company in consultation with the Book Running Lead Managers. Furthermore, the Issue Price of the Equity Shares will be determined by our Company in consultation with the Book Running Lead Managers through the Book Building Process. These will be based on numerous factors, including factors as described under “Basis for Issue Price” on page 130 and may not be indicative of the market price for the Equity Shares after the Issue. Additionally, the current market price of securities listed pursuant to certain previous initial public offerings managed by the Book Running Lead Managers is below their respective issue price. For further details, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLMs” commencing on page 423. The factors that could affect the market price of the Equity Shares include, among others, broad market trends, financial performance and results of our Company post-listing, and other factors beyond our control. We cannot assure you that an active market will develop or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares will be traded after listing. 80. Our Company’s Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Issue, an active trading market for the Equity Shares may not develop, the price of our Equity Shares may be volatile and may not be indicative of the market price of Equity Shares after the Issue, and you may be unable to resell your Equity Shares at or above the Issue Price or at all. Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market for our Equity Shares may not develop. Listing and quotation does not guarantee that a market for our Equity Shares will develop, or if developed, the liquidity of such market for our Equity Shares. Investors might not be able to rapidly sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares. The Issue Price of our Equity Shares will be determined through a book-building process and may not be indicative of the market price of our Equity Shares at the time of commencement of trading of our Equity Shares or at any time thereafter. There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares after this Issue could fluctuate significantly as a result of market volatility or due to various internal or external risks, including but not limited to those described in this Prospectus. These broad market fluctuations and industry factors may materially reduce the market price of our Equity Shares, regardless of our Company’s performance. In addition, following the expiry of the six-month locked-in period on certain portions of the pre- Issue Equity Share capital, our Promoters may sell its shareholding in our Company, depending on market conditions and its investment horizon. Any perception by investors that such sales might occur could additionally affect the trading price of our Equity Shares. Consequently, the price of our Equity Shares may be volatile, and you may be unable to sell your Equity Shares at or above the Issue Price, or at all. A decrease in the market price of our Equity Shares could cause investors to lose some or all of their investment. 8181. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares. A company based in India may issue equity instruments to a person resident outside India subject to entry routes, sectoral caps and attendant conditions prescribed in the FEMA Rules. 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 requirements specified by the RBI. If the transfer of shares is not in compliance with such requirements or falls under any of the specified exceptions, then prior approval of the RBI will be required. Further, in accordance with the Consolidated FDI Policy dated October 15, 2020, Government of India, investments where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares land border with India, can only be made through the Government approval route. These investment restrictions shall also apply to subscribers of offshore derivative instruments. In addition, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no-objection or tax clearance certificate from the income tax authority. Additionally, the Indian government may impose foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the Indian government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in India. These restrictions may require foreign investors to obtain the Indian government’s approval before acquiring Indian securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities. 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. 82. 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 taken for such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, 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 Shareholders. For example, the exchange rate between the Indian 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 returns on our Equity Shares, independent of our operating results. 83. 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, and Retail Individual Investors are not permitted to withdraw their Bids after Bid / Issue Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. However, 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 all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Issue within such period as may be prescribed under applicable law, events affecting the Bidders’ decision to invest in the Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operation 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 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 8284. An Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Issue. Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately two Working Days from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods. For further details, see “Issue Procedure” on page 440 . 83SECTION III – INTRODUCTION THE ISSUE The following table summarizes details of the Issue: Issue of Equity Shares (1)^ Fresh Issue of 20,754,716* Equity Shares of face value of ₹10 each, aggregating to ₹4,400 million* The Issue consists of: A. QIB Portion (2)(3) 10,377,357* Equity Shares of face value of ₹10 each, aggregating to ₹2,200 million* of which: (i) Anchor Investor Portion(2) 2,830,380* Equity Shares of face value of ₹10 each (ii) Net QIB Portion (assuming Anchor 7,546,977 Equity Shares* of face value of ₹10 each Investor Portion is fully subscribed) of which: a. Available for allocation to Mutual Fund 377,349* Equity Shares of face value of ₹10 each Portion (5% of the Net QIB Portion) b. Balance of Net QIB for all QIBs 7,169,628* Equity Shares of face value of ₹10 each including Mutual Funds B. Non-Institutional Portion(3)(4)(5) 3,113,208* Equity Shares of face value of ₹10 each, aggregating to ₹660 million* of which: One-third of the Non-Institutional Portion 1,037,736* Equity Shares of face value of ₹10 each available for allocation to Bidders with an application size of more than ₹0.20 million to ₹ 1.00 million Two-third of the Non-Institutional Portion 2,075,472* Equity Shares of face value of ₹10 each available for allocation to Bidders with an application size of more than ₹1.00 million C. Retail Portion(3)(4) 7,264,151* Equity Shares of face value of ₹10 each, aggregating to ₹1,540 million* Pre and post-Issue Equity Shares Equity Shares outstanding prior to the Issue (as 82,796,840 Equity Shares of face value of ₹10 each at the date of this Prospectus) Equity Shares outstanding after the Issue 103,551,556 Equity Shares of face value of ₹10 each Use of Net Proceeds See “Objects of the Issue” on page 118 for information about utilization of Net Proceeds * Subject to finalization of the Basis of Allotment. (1) The Issue has been authorised by our Board pursuant to the resolution passed at its meeting dated June 13, 2025 and by our Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated June 16, 2025. ^Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. (2) Our Company in consultation with the BRLMs, allocated 27.27% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion was accordingly reduced for the shares allocated to Anchor Investors. 40% of the Anchor Investor Portion was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above could be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR 84Regulations. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares were to be added back to the QIB Portion. Further, 5% of the Net QIB Portion (excluding the Anchor Investor Portion) was made 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 been received at or above the Issue Price. However, if the aggregate demand from Mutual Funds was less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion would have to be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Issue Procedure” beginning on page 440. (3) Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in any category except the QIB Portion, was allowed to be met with spill over from any other category or combination of categories, as applicable, at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law. 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. For further details, see “Issue Procedure” on page 440. (4) Allocation to Bidders in all categories, except Anchor Investor Portion, Non-Institutional Portion and Retail Portion, was made on a proportionate basis subject to valid Bids having been received at or above the Issue Price. The allocation to each Retail Individual Bidder was not less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, were allocated on a proportionate basis. Not less than 15% of the Issue was made available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, were subject to the following: (i) one-third of the portion available to Non-Institutional Bidders was 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 was reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories could have been allocated to applicants in the other sub-category of Non-Institutional Bidders. The allocation to each Non-Institutional Bidder was not be less than ₹0.20 million, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, were allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. (5) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), 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 the UPI Mechanism. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹0.20 and up to ₹0.50 million, using the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant to Rule 19(2)(b) of the SCRR, the Issue was being made for at least 20.04% of the post-Issue paid-up Equity Share capital of our Company. Allocation to Bidders in all categories except the Anchor Investor Portion, Non- Institutional Portion and the Retail Portion, if any, was made on a proportionate basis subject to valid Bids having been received at or above the Issue Price, as applicable. The allocation to each of the RIBs was not be less than the minimum Bid Lot, subject to availability of Equity Shares in Retail Portion and the remaining available Equity Shares, if any, were allocated on a proportionate basis. The allocation to each of the NIIs was not less than ₹0.20 million, subject to the availability of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if any, were allocated on a proportionate basis in accordance with the SEBI ICDR Regulations. For further details, see “Issue Structure”, “Issue Procedure” and “Terms of the Issue” beginning on pages 435, 440 and 428 respectively. 85SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS The following tables set forth the summary financial information derived from the Restated Consolidated Financial Information for the six months ended September 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 on a consolidated basis. The summary financial information presented below should be read in conjunction with “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 295 and 361, respectively. RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES (₹ in million) Particulars As at September As at March 31, As at March 31, As at March 31, 30, 2025 2025 2024 2023 ASSETS Non-Current Assets (a) Property, Plant and 909.19 926.08 976.55 1,018.28 Equipment (b) Capital work-in- 16.96 16.96 16.96 16.02 progress (c) Investment Property 12.94 13.14 13.80 14.12 (d) Goodwill 12.74 12.74 12.74 12.74 (e) Other Intangible assets - - 2.50 5.00 (f) Financial Assets - Security Deposit 0.72 0.49 0.53 0.73 (g) Other Non-Current 10.48 10.48 10.28 9.66 Assets Total Non Current Assets 963.02 979.87 1,033.36 1,076.55 Current Assets (a) Inventories 8,701.49 9,279.52 7,965.39 6,271.13 (b) Financial Assets - Investments 25.66 14.47 20.34 7.41 - Trade receivables 4,524.87 4,505.39 3,242.02 3,098.47 - Cash and cash 56.92 59.37 15.09 87.46 equivalents - Bank balances other 136.94 136.10 164.18 88.12 than Cash and cash equivalents - Other Financial Assets 414.93 438.01 228.56 201.71 (c) Other Current Assets 440.38 77.58 166.35 59.78 Total Current Assets 14,301.19 14,510.43 11,801.93 9,814.08 Total Assets 15,264.21 15,490.32 12,835.29 10,890.63 EQUITY AND LIABILITIES Equity (a) Equity Share Capital 827.97 820.41 54.39 54.39 (b) Other Equity 3,580.97 2,971.43 3,060.39 2,754.03 Total Equity 4,408.94 3,791.84 3,114.78 2,808.42 Liabilities Non Current Liabilities (a) Financial liabilities - Borrowings 8.70 11.07 15.60 107.27 (b) Provisions 4.02 3.82 3.38 2.82 (c) Deferred Tax liabilities 35.10 38.38 47.59 56.73 (d) Other non-current - - 41.72 41.72 liabilities Total Non Current 47.82 53. 27 108.29 208.54 86Particulars As at September As at March 31, As at March 31, As at March 31, 30, 2025 2025 2024 2023 Liabilities Current liabilities (a) Financial liabilities - Borrowings 7,388.69 7,829.51 7,760.60 6,568.03 - Trade Payables:- (A) total outstanding dues of micro and - - - - small enterprises (B) total outstanding 1,535.91 1,458.54 552.67 1,011.18 dues of creditors other than micro and small enterprises. - Other financial 1,521.80 2170. 53 1,239.06 233.57 liabilities (other than those specified above) (b) Provisions 0.14 0.13 0.12 0.10 (c) Other current liabilities 98.35 49.86 15.25 36.36 (d) Current Tax Liabilities 262.58 136.64 44.51 24.43 (Net) Total Current Liabilities 10,807.46 11,645.21 9,612.22 7,873.67 Total Liabilities 15,264.21 15,490.32 12,835.29 10,890.63 87RESTATED CONSOLIDATED PROFIT & LOSS STATEMENT (₹ in million) Particulars Six months For the year For the year For the year ended ended March ended March ended March September 30, 31, 2025 31, 2024 31, 2023 2025 (I) Revenue from operations 10,212.46 20,016.47 15,495.24 13,158.48 (II) Other income 30.51 23.82 18.97 20.13 (III) Total Income (I+II) 10,242.97 20,040.28 15,514.21 13,178.61 (IV) Expenses Cost of materials consumed 8,419.11 17,313.49 12,551.36 11,118.25 Purchases of stock in trade 21.78 42.70 26.42 40.46 Changes in inventories of finished 214.44 (388.01) 422.64 (101.34) goods, work in progress & stock- in-trade Employee benefits expenses 64.01 140.19 122.23 108.32 Finance costs 425.75 787.81 649.01 511.28 Depreciation and amortization 32.13 70.25 73.37 73.34 expenses Other expenses 435.48 1,271.58 1,275.94 1,195.86 Total Expenses (IV) 9,612.69 19,238.01 15,120.98 12,946.17 (V) Profit/(loss) before exceptional 630.28 802.28 393.23 232.44 items and tax (III-IV) (VI) Exceptional items - - - - (VII) Profit/ (loss) before tax(V-VI) 630.28 802.28 393.23 232.44 (VIII) Tax expense: a) Current tax 147.20 193.00 96.00 65.50 b) Deferred tax/(Income) (3.47) (9.98) (9.71) (8.03) c) Short/Excess Payment of tax in - 11.03 2.89 0.01 Previous periods Total tax expense (VIII) 143.73 194.05 89.18 57.48 (IX) Profit (Loss) for the period 486.54 608.22 304.05 174.96 (VII-VIII) (X) Other Comprehensive Income i) Items that will not be reclassified 0.74 3.97 2.81 0.02 to Profit or Loss ii) Income Tax relating to items that (0.19) (0.77) (0.50) (0.00) will not be reclassified to Profit or Loss i)Items that will be reclassified to - - - - Profit or Loss ii) Income Tax relating to items that - - - - will be reclassified to Profit or Loss Total Other Comprehensive Income 0.56 3.21 2.31 0.02 (X) (XI) Total Comprehensive Income 487.10 611.43 306.36 174.98 (IX+I) Earnings per equity share Basic earning per share (Face Value of 5.93 7.46 3.75 2.14 INR 10 each) in (₹) Diluted earning per share (Face Value 5.93 7.46 3.75 2.14 of INR 10 each) in (₹) *EPS is not annualised for the period ended September 30, 2025 88RESTATED CONSOLIDATED CASH FLOW STATEMENT (₹ in million) Particulars Six months ended As at March 31, As at March 31, As at March 31, September 30, 2025 2025 2024 2023 A. Cash flow from Operating activities Net Profit 630.28 802.28 393.23 232.44 Before Tax Add/ less: Adjustments Gratuity 0.26 0.49 0.43 0.39 Provision Depreciation And 32.13 70.25 73.37 73.34 Amortisation Net Interest & 387.55 419.93 690.90 761.64 576.64 650.44 431.50 505.22 Hire Charges on Vehicle Loan Less: Adjustments Interest on FDR 4.54 10.82 8.64 5.74 and Deposits Operating Profit 1,045.67 1,553.09 1,035.03 731.92 Before Working Capital Changes Adjustment On Account Of Working Capital Changes: Decrease / (866.57) (886.88) 291.92 (322.23) (Increase) In Trade Receivables Decrease / (339.96) (120.83) (133.84) 241.33 (Increase) In Financial & Other Assets Increase / 578.03 (1,314.1 (1,694.26) 175.94 (Decrease) In 3) Trade Payables Decrease / 77.36 905.88 (458.51) (27.03) (Increase) In Inventories Increase / (736.88) 879.84 959.95 (22.65) (Decrease) In Liabilities and Provision Cash Reduced (1,288.02 (536.12) (1,034.74) 45.37 Before ) Extraordinary Items Less: Income Tax (115.38) 67.39 54.38 41.07 Paid Cash generated (126.97) 949.57 (54.10) 736.21 from Operating Activities (A) 89Particulars Six months ended As at March 31, As at March 31, As at March 31, September 30, 2025 2025 2024 2023 B. Cash flow from Investing Activities Net (Purchase)/ (15.04) (16.62) (29.77) (16.46) Sales Of Property, Plant & Equipments Net (Purchase)/ (10.50) 5.44 (9.90) (5.50) Sales Of Portfolio Investments Interest Received 4.54 10.82 8.64 5.74 On Fdr & Deposits Net Cash (21.00) (0.36) (31.03) (16.22) Reduced From Investing Activities (B) C. Cash Flow from Financing Activities: Capital 130.00 70.00 - - Introduction (Along With Securities Premium) Increase / 403.89 (312.11) 764.89 (283.52) (Decrease) In Secured Loans Increase / - - (99.46) 14.00 (Decrease) In Other Loans & Term Liabilities Hire Charges On 0.63 1.22 1.01 (0.50) Vehicle Loan Payment Of (388.18) (692.12) (577.64) (431.00) Interest Net Cash 146.34 (933.01) 88.79 (701.02) Generated From Financing Activities (C) Net Increase In (1.62) 16.21 3.67 18.97 Cash & Cash Equivalents Cash & Cash 195.47 179.26 175.58 156.61 Equivalent At Beginning Cash & Cash 193.86 195.47 179.26 175.58 Equivalent At The End Of The Year 90GENERAL INFORMATION Our Company was incorporated in the name and style of ‘Amir Chand Jagdish Kumar (Exports) Limited’ as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued on August 29, 2003 by the Registrar of Companies, N.C.T of Delhi and Haryana. Our Company was granted its certificate for commencement of business on May 13, 2004. The address and certain details of Registered and Corporate Office of our Company are as follows: Registered Office: Amir Chand Jagdish Kumar (Exports) Limited 2735, Shop No. 9, Mohan Lal Palace, Naya Bazar, Delhi – 110 006, India. For details in relation to the changes in the Registered Office of our Company, see “History and Certain Corporate Matters - Changes in the Registered Office of our Company” on page 253. Corporate Office: Amir Chand Jagdish Kumar (Exports) Limited Village Sillakheri, Jind Road, Tehsil Safidon, District Jind, Haryana – 126 112, India. Corporate Identity Number: U15312DL2003PLC121979 Company Registration Number: 121979 Address of the Registrar of Companies Our Company is registered with the Registrar of Companies, National Capital Territory of Delhi-II at Central Delhi situated at the following address: 8th Floor, Lok Nayak Bhawan Khan Market, New Delhi – 110 003, India Filing of the Draft Red Herring Prospectus A copy of the Draft Red Herring Prospectus had been filed electronically on the SEBI’s intermediary portal at https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and in accordance with SEBI ICDR Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. It was also filed with SEBI 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. Filing of the Red Herring Prospectus and this Prospectus A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the Companies Act, 2013 was filed with the RoC and a copy of this Prospectus will be filed under Section 26 of the Companies Act, 2013 with the RoC and through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. 91Board of Directors Our Board comprises the following Directors as on the date of this Prospectus: Name Designation DIN Address Jagdish Kumar Chairman & Managing 00012690 House No. 659-A, Sushant Lok-1, Block A, Suri Director Gurgaon, Haryana – 122 001, India. Rahul Suri Whole Time Director 00012654 House No. 659-A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 001, India. Ramnika Suri Non-Executive Non- 00012622 House No. 659-A, Sushant Lok-1, Block A, Independent Director Gurgaon, Haryana – 122 001, India. Yogendra Kumar Independent Director 09636972 B-4/139, 2nd Floor, Safdarjung Enclave, Delhi – Singhal 110 029, India. Gauri Shankar Independent Director 06764026 Flat No. 1101, 11th Floor, Tower – J, Amrapali Sapphire, Phase -1, Sector 45, Noida, Uttar Pradesh – 201 301, India. Rajni Independent Director 10650061 3041, Gali No. 12A, Near Shiv Chowk, Ranjit Nagar, Patel Nagar, Central Delhi, Delhi – 110 008, India. For brief profiles and further details of our Directors, see “Our Management” on page 261. Company Secretary and Compliance Officer Sadhna Khurana is the Company Secretary and Compliance Officer of our Company. Her contact details are as follows: Amir Chand Jagdish Kumar (Exports) Limited Village Sillakheri, Jind Road, Tehsil Safidon, District Jind, Haryana – 126 112, India. Telephone: +91 85959 12447 E-mail: info@aeroplanerice.com Investor Grievances Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related matters, 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. For all Issue related queries and for redressal of complaints, investors may also write to the BRLMs. 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(ies) 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(ies) 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 RIBs 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 to the Issue, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid Cum Application Form and the name and address of the 92BRLMs unique transaction reference number, the name of the relevant bank where the Bid cum Application Form was submitted by the Anchor Investor. Book Running Lead Managers Emkay Global Financial Services Limited 7th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai – 400 028, Maharashtra, India. Telephone: + 91 22 6612 1212 E-mail: acjkel.ipo@emkayglobal.com Investor Grievance E-mail: ibg@emkayglobal.com Website: www.emkayglobal.com Contact Person: Deepak Yadav/ Pooja Sarvankar SEBI Registration Number: INM000011229 Keynote Financial Services Limited 9th Floor, The Ruby, Senapati Bapat Marg Dadar (West), Mumbai – 400 028, Maharashtra, India. Telephone: + 91 22 6826 6000 E-mail: mbd@keynoteindia.net Investor Grievance E-mail: investors@keynoteindia.net Website: www.keynoteindia.net Contact Person: Milan Soni/ Virendra Chaurasia SEBI Registration Number: INM000003606 Statement of inter-se allocation of responsibilities among the BRLMs: Sr. No. Activity Responsibility Co-ordination 1. Capital structuring with the relative components and formalities BRLMs Emkay such as composition of debt and equity, type of instruments, positioning strategy and due diligence of the Company including its operations/management/ business plans/legal etc. Drafting, design and finalizing of the draft red herring prospectus, red herring prospectus and prospectus and of statutory / newspaper advertisements including a memorandum containing salient features of the prospectus. The BRLMs shall ensure compliance with SEBI ICDR Regulations and stipulated requirements and completion of prescribed formalities with the stock exchanges, RoC and SEBI and RoC filings and follow up and coordination till final approval from all regulatory authorities. 2. Drafting and approval of statutory advertisements preparation BRLMs Emkay of Audiovisual (AV) presentation. 3. Drafting and approval of all publicity material other than BRLMs Keynote statutory advertisement as mentioned above including corporate advertising, brochure, application form, abridged prospectus, etc. and filing of media compliance report. 4. Appointment of intermediaries advertising agency, Registrar to BRLMs Emkay the Issue, printer (including coordinating all agreements to be entered with such parties). 5. Appointment of intermediaries banker(s) to the Issue, Sponsor BRLMs Keynote Bank, Syndicate Members, Monitoring Agency etc. (including co-ordinating all agreements to be entered with such parties). 6. To upload the documents on the Document Repository platform BRLMs Emkay of the Stock Exchanges for all the stages of the IPO. 7. Preparation of road show presentation and frequently asked BRLMs Keynote questions. 93Sr. No. Activity Responsibility Co-ordination 8. International institutional marketing of the Issue, which will BRLMs Emkay cover, inter alia: • Institutional marketing strategy and preparation of publicity budget; • Finalising the list and division of international investors for one to-one meetings • Finalising international road show and investor meeting schedules. 9. Domestic institutional marketing of the Issue, which will cover, BRLMs Keynote inter alia: • Finalising the list and division of domestic investors for one- to-one meetings • Finalising domestic road show and investor meeting schedules. 10. Conduct non–institutional and retail marketing of the Issue, BRLMs Emkay which will cover, inter alia: • Finalising media, marketing and public relations strategy; • Follow-up on distribution of publicity and offer material including forms, the Prospectus and deciding on the quantum of Issue material; • Finalising commission structure • Finalising centers for holding conferences for brokers etc. and • Finalising collection centres. 11. Coordination with Stock Exchanges for book building software, BRLMs Keynote bidding terminals, mock trading, anchor coordination, anchor CAN and initiation of anchor allocation. 12. Managing the book and finalization of pricing in consultation BRLMs Keynote with our Company. 13. Post bidding activities including management of escrow BRLMs Keynote accounts, coordinate noninstitutional allocation, coordination with registrar, SCSBs and banks, intimation of allocation and dispatch of refund to bidders, etc. Post-Issue activities, which shall involve essential follow-up steps including allocation to Anchor Investors, follow-up with Bankers to the Issue and SCSBs to get quick estimates of collection and advising the issuer about the closure of the Issue, based on correct figures, finalisation of the Basis of Allotment or weeding out of multiple applications, coordination for unblock of funds by SCSBs, finalization of trading, dealing and listing of instruments, dispatch of certificates or demat credit and refunds and coordination with various agencies connected with the post- issue activity such as Registrar to the Issue, Bankers to the Issue, SCSBs including responsibility for underwriting arrangements, as applicable. Submission of all post Issue reports including the Initial and final Post Issue report to SEBI. Legal Counsel to the Issue as to Indian law M/s. Crawford Bayley & Co. State Bank Building, 4th Floor NGN Vaidya Marg Fort, Mumbai – 400 023 Maharashtra, India. Telephone: +91 22 2266 3353 94Registrar to the Issue KFin Technologies Limited 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai – 400 070, Maharashtra, India. Telephone: +91 40 6716 2222 Toll Free No.: 1800 309 4001 E-mail: acjkel.ipo@kfintech.com Investor Grievance E-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact Person: M Murali Krishna SEBI Registration Number: INR000000221 Statutory Auditors to our Company Pramod K. Sharma & Co., Chartered Accountants 11&12, 2nd floor, Sarnath Commercial Complex, Opp. Board Office, Shivaji Nagar, Bhopal, Madhya Pradesh – 462 016, India. Telephone: +91 0755-4273005 E-mail: pksharma_com@rediffmail.com, pramod360p@gmail.com Firm Registration Number: 007857C Peer review number: 020699 Contact Person: Pramod Sharma Changes in Statutory Auditors Except as mentioned below, there has been no change in our statutory auditors in the three years preceding the date of this Prospectus: Particulars of Auditors Date of change Reason Rajender Kumar Singal & Associates March 7, 2024 Resignation as statutory auditors of LLP, Chartered Accountants our Company due to rejection of proposal for increment of audit fees Pramod K Sharma & Co. Chartered March 29, 2024 Appointment as statutory auditors Accountants of our Company to fill the casual 11&12, 2nd floor, Sarnath Commercial vacancy Complex, Opp. Board Office, Shivaji Nagar, Bhopal, Madhya Pradesh – 462 016, India. Telephone: +91 0755-4273005 E-mail: pksharma_com@rediffmail.com, pramod360p@gmail.com Firm Registration Number: 007857C Promod K Sharma & Co. Chartered September 20, 2024 Reappointment as statutory Accountants auditors of our Company Banker(s) to the Issue Escrow Collection Bank and Refund Bank Axis Bank Limited MWBC Delhi, 3rd Floor, Plot No. 25, Pusa Road, New Delhi – 110 005, India. Telephone number: +91 99537 90979 E-mail: rohit106.singh@axisbank.com Website: www.axisbank.com Contact Person: Rohit Kumar Singh SEBI Registration Number: INBI00000017 95Public Issue Account Bank Kotak Mahindra Bank Limited Kotak Mahindra Bank Intellion Square, 501, 5th Floor, A Wing, Infinity IT Park, Gen. A.K. Vaidya Marg, Malad – East, Mumbai, Maharshtra – 400 097, India. Telephone: 022 6605 6603 E-mail: cmsipo@kotak.com Website: www.kotak.com Contact Person: Sumit Panchal SEBI Registration Number: INBI00000927 Sponsor Banks Axis Bank Limited MWBC Delhi, 3rd Floor, Plot No. 25, Pusa Road, New Delhi – 110 005, India. Telephone number: +91 99537 90979 E-mail: rohit106.singh@axisbank.com Website: www.axisbank.com Contact Person: Rohit Kumar Singh SEBI Registration Number: INBI00000017 Kotak Mahindra Bank Limited Kotak Mahindra Bank Intellion Square, 501, 5th Floor, A Wing, Infinity IT Park, Gen. A.K. Vaidya Marg, Malad – East, Mumbai, Maharshtra – 400 097, India. Telephone: 022 6605 6603 E-mail: cmsipo@kotak.com Website: www.kotak.com Contact Person: Sumit Panchal SEBI Registration Number: INBI00000927 Bankers to our Company Bank of India New Delhi Large Corporate Branch, PTI Building, 4, Parliament Street, New Delhi – 110 001, India. Telephone: 011-2346 1404/ 2376 5128 E-mail: largecorporatebr.newdelhi@bankofindia.co.in Website: www.bankofindia.co.in Contact Person: Deputy General Manager Union Bank of India 26/28-D, Connaught Place, New Delhi – 110 001, India. Telephone: +91 95409 63374 E-mail: ubin0549797@unionbankofindia.bank Website: www.unionbankonline.co.in Contact Person: Assistant General Manager Indian Bank Mid Corporate Branch, 165-Industrial Area A, Cheema Chowk, Ludhiana, India. Telephone: +91 90515 55521 96E-mail: mcbludhiana@indianbank.co.in Website: www.indianbank.in Contact Person: Chief Manager Syndicate Members Emkay Global Financial Services Limited (in Syndicate Member capacity) 7th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai – 400 028, Maharashtra, India. Telephone: + 91 22 6612 1212 E-mail: acjkel.ipo@emkayglobal.com Website: www.emkayglobal.com Contact Person: Anil Jagtap SEBI Registration Number: INZ000203933 Keynote Capitals Limited 9th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai- 400 028, Maharashtra, India. Telephone: +91 22 6826 6000-3 E-mail: ankur@keynoteindia.net Website: www.keynoteindia.net Contact Person: Ankur Mestry SEBI Registration Number: INZ000241530 Sunflower Broking Private Limited 6th Floor, Princess Crown Building, Opp. HDFC Bank, Near KKV Chowk, Kalawad Road, Rajkot – 360 001 Gujarat, India. Telephone: +91 95104 44111 E-mail: compliance@sunflowerbroking.com Website: www.sunflowerbroking.com Contact Person: Bhavik Vora SEBI Registration No.: INZ000195131 Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidders), not bidding through Syndicate/ Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time. Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism In accordance with SEBI ICDR master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, 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/2019/76 dated June 28, 2019, UPI Bidders may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as 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. 97Syndicate Self-Certified Syndicate Banks Branches In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at 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 Centre. 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 BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, 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 Stock Exchanges at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details, is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at https://www.nseindia.com/products-services/initial-public-offerings-asba-procedures, as updated from time to time. Experts Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent dated March 12, 2026 from the Statutory Auditor, namely, Pramod K. Sharma & Co., 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 Auditors, and in respect of (i) their examination report dated December 29, 2025 on the Restated Consolidated Financial Statements; and (ii) their report dated March 12, 2026 on the statement of possible special tax benefits in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Further, our Company has received written consent dated March 12, 2026 from Dharam Vir Mehta, Independent Chartered Engineer, to include its name as an “expert” as defined under Section 2(38) and other applicable provisions of the Companies Act, 2013 in respect of his certificate dated March 12, 2026, on installed capacity, actual utilisation at our manufacturing facility and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” and “consent” shall not be construed to mean an “expert” and “consent” as defined under the U.S. Securities Act. Our Company has received written consent dated March 12, 2026 from PWR Associates, Independent Practicing Company Secretaries, to include their name as an ‘expert’ as defined under Section 2(38) of the Companies Act to the extent and in its capacity as an independent practicing company secretary in respect of the certificate dated March 12, 2026 issued by it in connection secretarial compliances of our Company with inter alia, untraceable corporate records of our Company and such consent has not been withdrawn as of the date of this Prospectus. 98The term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act. Monitoring Agency In accordance with Regulation 41 of SEBI ICDR Regulations, our Company have appointed a monitoring agency to monitor the utilisation of the Gross Proceeds prior to the filing of the Red Herring Prospectus with RoC. For details in relation to the proposed utilisation of the Gross Proceeds, please see “Objects of the Issue” beginning on page 118. The details of the Monitoring Agency are as follows: CARE Ratings Limited 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai- 40002 Telephone: +91 99995 10596 E-mail: saurabh.vaish@careedge.in Investor Grievance E-mail: investor.relations@careedge.in Website: www.careratings.com Contact person: Saurabh Vaish SEBI Registration Number: IN/CRA/004/1999 Appraising Entity None of the objects of the Issue for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly, no appraising entity has been appointed in relation to the Issue. Credit Rating As this is an Issue of Equity Shares, there is no credit rating for the Issue. IPO Grading No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Issue. Debenture Trustees As this is an issue of Equity Shares, no debenture trustee has been appointed for the Issue. Green Shoe Option No green shoe option is contemplated under the Issue. Illustration of the Book Building Process Book building, in the context of the Issue, refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus and the Bid cum Application Forms within the Price Band, which was decided by our Company, in consultation with the BRLMs, and was advertised all editions of Financal Express, an English national daily newspaper and all editions of Jansatta, a Hindi national daily newspaper (Hindi being the regional language of Delhi, 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 on their respective websites. The Issue Price of ₹212 was determined by our Company in consultation with the BRLMs, after the Bid/ Issue Closing Date. For further details, see “Issue Procedure” on page 440. All Bidders, except Anchor Investors, were mandatorily required to use the ASBA process for participating in the Issue by providing details of their respective ASBA Account in which the corresponding Bid Amount was be blocked by SCSBs. In addition to this, the RIBs could participate through the ASBA process by either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount was required to be blocked by the SCSBs; or (b) through the UPI Mechanism. Except for Allocation to RIBs, Non-Institutional Bidders and the QIBs in the Net QIB Portion, Allocation in the Issue was done on a proportionate basis. Anchor Investors were not permitted to participate in the Issue through the ASBA process. 99In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not permitted to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors could revise their Bids during the Bid/ Issue Period and withdraw their Bids until the Bid/ Issue Closing Date. Further, Anchor Investors could not withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Investors was done on a proportionate basis while allocation to Anchor Investors was done on a discretionary basis of which 40% was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above was available for allocation to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. Each Bidder by submitting a Bid in the Issue, was deemed to have acknowledged the above restrictions and the terms of the Issue. For further details, see “Terms of the Issue” and “Issue Procedure” on pages 428 and 440 respectively. The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and are subject to change from time to time. Bidders were advised to make their own judgement about an investment through this process prior to submitting a Bid. The Bidders should note that the Issue is also subject (i) filing of this Prospectus by our Company with the RoC; and (ii) obtaining final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR Regulations. For further details on the method and procedure for Bidding, see “Issue Structure”, “Issue Procedure” and “Terms of the Issue” on pages 435, 440 and 428, respectively. Underwriting Agreement Our Company entered into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions to closing, as specified therein The Underwriting Agreement is dated March 28, 2026. The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the Issue Price, pursuant to the Underwriting Agreement: Indicative Number of Amount Name, Address, Telephone Number and Email Equity Shares to be Underwritten Address of the Underwriters Underwritten (in ₹ million) Emkay Global Financial Services Limited 7th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai - 400 028, Maharashtra, India. 5,660,377 1,200.00 Telephone: +91 22 6612 1212 E-mail: acjkel.ipo@emkayglobal.com Investor Grievance E-mail: ibg@emkayglobal.com Website: www.emkayglobal.com Keynote Financial Services Limited 9th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai - 400 028, Maharashtra, India. 5,660,276 1,199.98 Telephone: 9+1 22 6826 6000 E-mail: mbd@keynoteindia.net Investor Grievance E-mail: investors@keynoteindia.net Website: www.keynoteindia.net Sunflower Broking Private Limited 6th Floor, Princess Crown Building, 100Indicative Number of Amount Name, Address, Telephone Number and Email Equity Shares to be Underwritten Address of the Underwriters Underwritten (in ₹ million) Opp. HDFC Bank, Near KKV Chowk, Kalawad Road, Rajkot – 360 001, 9,433,963 2,000.00 Gujarat, India. Telephone: +91 95104 44111 E-mail: compliance@sunflowerbroking.com Contact Person: Bhavik Vora SEBI Registration No.: INZ000195131 Keynote Capitals Limited 9th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai - 400 028, Maharashtra, India. Telephone: +91 22 6826 6000-3 100.00 0.02 E-mail: ankur@keynoteindia.net Investor Grievance Id: investors@keynoteindia.net Website: www.keynoteindia.net Contact Person: Ankur Mestry SEBI Registration No: INZ000241530 The above-mentioned underwriting commitments are indicative and will be finalised after pricing of the Issue, the Basis of Allotment and actual allocation in accordance with provisions of the SEBI ICDR Regulations. In the opinion of our Board (based on representation made to our Company by the Underwriters), the resources of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The abovementioned Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges. Our Board, at its meeting held on March 28, 2026, has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. The extent of underwriting obligations and the Bids to be underwritten in the Issue shall be as per the Underwriting Agreement. 101CAPITAL STRUCTURE The share capital of our Company, as on the date of this Prospectus, is set forth below: Sr. Particulars Amount No. (in ₹ million, except share data or indicated otherwise) Aggregate value at Aggregate value at face value Issue Price* A. Authorised Share Capital(1) 120,000,000 Equity Shares of face value of ₹10 each 1,200.00 - B. Issued, Subscribed and Paid-Up Share Capital before the Issue 82,796,840 Equity Shares of face value of ₹10 each 827.97 - C. Present Issue in terms of this Prospectus Fresh Issue 20,754,716* Equity Shares of face value of 207.55* 4,400.00* ₹10 each aggregating to ₹4,400 million* (2) D. Issued, Subscribed and Paid-Up Share Capital after the Issues 103,551,556* Equity Shares of face value of ₹10 each 1,035.52* - E. Securities Premium Account Before the Issue 612.88 After the Issue* 4,516.47 * Subject to finalization of the basis of Allotment. (1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years preceding the date of this Prospectus, see “History and Certain Corporate Matters – Amendments to our Memorandum of Association” on page 253. (2) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in the relevant sections of this Prospectus. 102NOTES TO CAPITAL STRUCTURE 1. History of Share capital of our Company A. Equity Share Capital The following table sets forth details of the history of paid-up Equity Share capital of our Company: Date of No. of Face Issue Form of Nature/ Reason of Name(s) of allottee(s) and details of Equity Category of Cumulative Cumulative Allotment Equity value Price consideration Allotment Shares allotted per allottee Shareholders number of paid -up Shares (₹) (₹) Equity Capital Shares (₹) August 25, 70,000 10 10 Cash Subscription to MOA Subscription to the MOA by 7 subscribers Promoter, 70,000 700,000 2003* a) Jagdish Kumar Suri for 10,000 Equity Promoter Shares, b) Ramnika Suri for 10,000 Equity Group and Shares, c) Rahul Suri for 10,000 Equity Others Shares, d) Jasmine Suri for 10,000 Equity Shares, e) Siya Malhotra for 10,000 Equity Shares, f) Shakuntala Suri for 10,000 Equity Shares and g) Vikrant Anand for 10,000 Equity Shares January 14, 4,825,000 10 70 Other than Allotment pursuant to Allotment to 1 allottee, namely, Jagdish Promoter 4,895,000 48,950,000 2005# Cash takeover of erstwhile Kumar Suri for 4,825,000 Equity Shares M/s. Amir Chand Jagdish Kumar through Takeover Agreement March 23, 200 10 100^ Cash Preferential Allotment to 2 allottees, namely, a) Others 4,895,200 48,952,000 2008 Allotment Narendra Kumar Sehgal for 100 Equity Shares and b) Sushil Sehgal for 100 Equity Shares. June 4, 420,000 10 90 Cash@ Preferential Allotment to 1 allottee, namely, Jagdish Promoter 5,315,200 53,152,000 2008 Allotment Kumar Suri for 50,000 Equity Shares Other than Allotment pursuant to Allotment to 2 allottees, namely, a) Jagdish Promoter Cash conversion of loan Kumar Suri for 45,000 Equity Shares and b) Rahul Suri for 8,333 Equity Shares Allotment pursuant to Allotment to 1 allottee, namely, Rahul Suri Promoter purchase of goods for 316,667 Equity Shares from Rahul Suri, proprietor of 103Date of No. of Face Issue Form of Nature/ Reason of Name(s) of allottee(s) and details of Equity Category of Cumulative Cumulative Allotment Equity value Price consideration Allotment Shares allotted per allottee Shareholders number of paid -up Shares (₹) (₹) Equity Capital Shares (₹) erstwhile M/s. ACJK June 27, 13,500 10 90 Other than Allotment pursuant to Allotment to 1 allottee, namely, Rahul Suri Promoter 5,328,700 53,287,000 2008 Cash$ purchase of goods for 13,500 Equity Shares from Rahul Suri, proprietor of erstwhile M/s. ACJK February 3, 110,000 10 910 Other than Allotment pursuant to Allotment to 1 allottee, namely, Rahul Suri Promoter 5,438,700 54,387,000 2015 Cash purchase of goods for 110,000 Equity Shares from Rahul Suri, proprietor of erstwhile M/s. ACJK August 24, 13,158 10 2,280 Cash Preferential Allotment to 1 allottees, namely, Ankit Others 5,451,858 54,518,580 2024 Allotment Jagdishbhai Agarwal for 13,158 Equity Shares September 76,326,012 10 NA Other than Bonus Issue in the Allotment to 8 allottees, namely, a) Jagdish Promoter, 81,777,870 817,778,700 11, 2024 Cash ratio of 14 fully paid- Kumar Suri for 69,161,260 Equity Shares, Promoter up Equity Shares for b) Rahul Suri for 6,420,260 Equity Shares, Group and every 1 Equity Share c) Ramnika Suri for 280,000 Equity Shares, Others held by the d) Jasmine Suri for 140,000 Equity Shares, Shareholders on e) Siya Malhotra for 140,000 Equity August 27, 2024 Shares, f) Satish Saigal for 140 Equity being the record date. Shares, g) Nishi Saigal for 140 Equity Shares and h) Ankit Jagdishbhai Agarwal for 184,212 Equity Shares September 263,158 10 152 Cash Preferential Allotment to 2 allottees, namely, a) Somani Others 82,041,028 820,410,280 23, 2024 Allotment Ventures and Innovations Limited for 131,579 Equity Shares and b) Divya Deven Pathak for 131,579 Equity Shares. August 20, 755,812 10 172 Cash Preferential Allotment to 3 allottees, namely, a) Adit Others 82,796,840 8,27,968,400 2025 Allotment Jain for 290,697 Equity Shares, b) Shrey Jain for 290,697 Equity Shares and c) Mamta Tulshyan for 174,418 Equity Shares ⁎ Our Company was incorporated on August 29, 2003. The date of subscription to the Memorandum of Association was August 25, 2003. # Allotment of a total of 4,825,000 Equity Shares, as sale consideration, to Jagdish Kumar Suri (proprietor of erstwhile M/s. Amir Chand Jagdish Kumar) pursuant to takeover of the assets and liabilities of the erstwhile M/s. Amir Chand Jagdish Kumar by our Company, vide Takeover Agreement dated January 14, 2005. For further information, please refer to “History and Certain Corporate Matters- Other Material Agreements” on page 257. We have relied upon the disclosure forming part of the Board meeting minutes dated December 22, 2004, to ascertain details of the allotment, since Form 2 is not traceable in the records of 104the Company. Additionally, we have conducted a search at the RoC for such records but were unable to retrieve them and have relied on the physical search verification carried on March 21, 2024 by PWR Associates, independent practicing company secretaries as certified by their certificate dated March 12, 2026. ^ Our Company in Form 2, had inadvertently mentioned the issue price as ₹10 each instead of ₹100 each. In this regard, our Company had filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. @ Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of partly, in ‘cash’ and ‘other than cash’. In this regard, our Company had filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. $ Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of ‘other than cash’. In this regard, our Company had filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. For further information, please refer to “Risk Factors- We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/ errors/ non-filings/ non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent.” on page 49. 105B. Preference Share capital history of our Company Our Company does not have any issued or outstanding preference share capital as on the date of this Prospectus. C. Secondary transactions of Equity Shares The following table sets forth details of the history of acquisition of Equity Shares through secondary transactions by the shareholders of our Company: Date of No. Fac Trans For Nature/ Name of Category Name of Catego % of Transfer of e fer m of Reason of transferor of transferee ry of pre- of Equity Equi val Price consi transaction sharehold shareho Issue Shares ty ue (₹) derat ers lders capital Shar (₹) ion (transfero (transfe es r) ree) July 20, 10,0 10 NA NA Transmissi Shakuntal Promoter Jagdish Promot 0.01 2008 00 on a Devi Group Kumar er (deceased) Suri January 10,0 10 NA NA Gift Vikrant Promoter Ramnika Promot 0.01 16, 2018 00 Anand Group Suri er July 5, 90 10 560 Cash Off- Sushil Others Jagdish Promot Negligi 2024 Market Sehgal Kumar er ble Sale Suri July 5, 90 10 560 Cash Off- Narendra Others Rahul Promot Negligi 2024 Market Kumar Suri er ble Sale Sehgal August 10 10 560 Cash Off- Sushil Others Nishi Promot Negligi 1, 2024 Market Sehgal Saigal er ble Sale Group August 10 10 560 Cash Off- Narendra Others Satish Others Negligi 8, 2024 Market Kumar Saigal ble Sale Sehgal Decemb 150 10 Nil Nil Off- Satish Others Nishi Promot Negligi er 3, Market Saigal Saigal er ble 2024 Sale Group July 8, 131, 10 152 Cas Off- Divya Others Somani Others 0.16 2025* 579 h Market Deven Ventures Sale Pathak and Innovatio ns Limited * Since the transfer was an off-market sale, documents pertaining to the transfer were not provided to our Company. Therefore the date of transfer, details of transfer price and nature of consideration is ascertained by a confirmation letter dated January 22, 2025 provided by the transferee, i.e. Somani Ventures and Innovations Limited, confirming such details. 2. Issue of equity shares for consideration other than cash or out of revaluation reserves or by way of bonus issues: a) As on the date of this Prospectus, our Company has not issued any Equity Shares out of revaluation reserves since its incorporation. b) Except as stated below our Company has not issued any Equity Shares for consideration other than cash as on the date of this Prospectus: 106Date of Name of Category No. of Fac Issue Form of Nature/ Whether any Allotme Allottees of Equity e Price considerat Reason of benefits have nt Sharehold Shares val (₹) ion Allotment accrued to the ers ue Issuer out of (₹) the issue January Allotment to 1 Promoter 4,825,00 10 70 Other than Allotment Acquisition of 14, allottee, 0 Cash pursuant to the business of 2005* namely, Jagdish takeover of Amir Chand Kumar Suri for erstwhile Jagdish 4,825,000 M/s. Amir Kumar, Equity Shares Chand erstwhile Jagdish proprietorship Kumar firm of Jagdish through Kumar Suri on Takeover a going Agreement concern basis June 4, Allotment to 2 Promoter 53,333 10 90 Other than Allotment Liability of the 2008 allottees, Cash# pursuant to Company namely, a) conversion of converted to Jagdish Kumar loan Equity Shares Suri for 45,000 Equity Shares and b) Rahul Suri for 8,333 Equity Shares Allotment to 1 Promoter 316,667 10 90 Other than Allotment Liability of the allottee, Cash# pursuant to Company namely, Rahul purchase of converted to Suri for 316,667 goods from Equity Shares Equity Shares Rahul Suri, proprietor of erstwhile M/s. ACJK June 27, Allotment to 1 Promoter 13,500 10 90 Other than Allotment Liability of the 2008 allottee, Cash@ pursuant to Company namely, Rahul purchase of converted to Suri for 13,500 goods from Equity Shares Equity Shares Rahul Suri, proprietor of erstwhile M/s. ACJK Februar Allotment to 1 Promoter 110,000 10 910 Other than Allotment Liability of the y 3, allottee, Cash pursuant to Company 2015 namely, Rahul purchase of converted to Suri for 110,000 goods from Equity Shares Equity Shares Rahul Suri, proprietor of erstwhile M/s. ACJK Septemb Allotment to 8 Promoter, 76,326,0 10 NA Other than Bonus Issue Nil er 11, allottees, Promoter 12 Cash in the ratio of 2024 namely, a) Group 14 fully paid- Jagdish Kumar and up Equity Suri for Others Shares for 69,161,260 every 1 Equity Shares, Equity Share b) Rahul Suri held by the for 6,420,260 Shareholders Equity Shares, on August 27, c) Ramnika Suri 2024 being for 280,000 the record Equity Shares, date. d) Jasmine Suri 107Date of Name of Category No. of Fac Issue Form of Nature/ Whether any Allotme Allottees of Equity e Price considerat Reason of benefits have nt Sharehold Shares val (₹) ion Allotment accrued to the ers ue Issuer out of (₹) the issue for 140,000 Equity Shares, e) Siya Malhotra for 140,000 Equity Shares, f) Satish Saigal for 140 Equity Shares, g) Nishi Saigal for 140 Equity Shares and h) Ankit Jagdishbhai Agarwal for 184,212 Equity Shares ⁎ Allotment of a total of 4,825,000 Equity Shares, as sale consideration, to Jagdish Kumar Suri (proprietor of erstwhile M/s. Amir Chand Jagdish Kumar) pursuant to takeover of the assets and liabilities of the erstwhile M/s. Amir Chand Jagdish Kumar by our Company, vide Takeover Agreement dated January 14, 2005. For further information, please refer to “History and Certain Corporate Matters- Other Material Agreements” on page 257. We have relied upon the disclosure forming part of the Board meeting minutes dated December 22, 2004, to ascertain details of the allotment, since Form 2 is not traceable in the records of the Company. Additionally, we have conducted a search at the RoC for such records but were unable to retrieve them and have relied on the physical search verification carried on March 21, 2024 by PWR Associates, independent practicing company secretaries as certified by their certificate dated March 12, 2026. # Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of partly, in ‘cash’ and ‘other than cash’. In this regard, our Company has filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. @ Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of ‘other than cash’. In this regard, our Company had filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. For further information, please refer to “Risk Factors - We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/ errors/ non-filings/ non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent.” on page 49. c) Our Company has not issued any Equity Shares by way of bonus issue or at a price lower than the Issue Price during a period of one year preceding the date of this Prospectus. 3. Our Company is in compliance with the Companies Act, 1956 and 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 this Prospectus. 4. Our Company has not issued any Equity Shares under any employee stock option scheme or employee stock purchase scheme as on the date of this Prospectus. 5. Our Company has not allotted any Equity Shares in terms of any scheme of arrangement approved under Section 391-394 of the Companies Act, 1956 or Section 230-234 of the Companies Act, 2013. 6. Our Company has ensured that all transactions in Equity Shares by our Promoters and members of our Promoter Group, if any, between the date of filing of the Red Herring Prospectus and the Bid/ Issue Closing Date had been reported to the Stock Exchanges within 24 hours of such transactions. 7. Our Company has ensured that the Pre-IPO Placement undertaken was reported to the Stock Exchanges within 24 hours of the Pre-IPO Placement. 1088. Details of build-up of our Promoters’ equity shareholding: As on the date of this Prospectus, the Promoters of our Company, hold 81,280,200 Equity Shares of face value of ₹10 each, equivalent to 98.17% of the issued, subscribed and paid-up Equity Share capital of our Company and none of the Equity Shares held by the Promoters are subject to any pledge. Set forth below are the details of the build–up of our Promoters’ equity shareholding in our Company since incorporation: 1. Jagdish Kumar Suri: Date of Nature/ Reason of No. of Face Issue / Form of % of pre- % of Allotment / transaction Equity value transfer consideration Issue post Issue Transfer of Shares (₹) price (₹) capital capital Equity Shares August 25, Subscription to 10,000 10 10 Cash 0.01 0.01 2003* MOA January 14, Allotment 4,825,000 10 70 Other than 5.83 4.66 2005# pursuant to Cash takeover of erstwhile M/s. Amir Chand Jagdish Kumar through Takeover Agreement June 4, 2008 Preferential 95,000 10 90 Cash and 0.11 0.09 allotment of 50, Other than 000 Equity Shares Cash^ and allotment pursuant to conversion of loan of 45,000 Equity Shares July 20, Transfer from 10,000 10 NA Transmission 0.01 0.01 2008 Shakuntala Devi July 5, 2024 Transfer from 90 10 560 Cash Negligible Negligibl Sushil Sehgal e September Bonus Issue in the 69,161,260 10 NA Other than 83.53 66.79 11, 2024 ratio of 14 fully Cash paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Total 74,101,350 89.50 71.56 ⁎ Our Company was incorporated on August 29, 2003. The date of subscription to the Memorandum of Association was August 25, 2003. # Allotment of a total of 4,825,000 Equity Shares, as sale consideration, to Jagdish Kumar Suri (proprietor of erstwhile M/s. Amir Chand Jagdish Kumar) pursuant to takeover of all the assets and liabilities of the erstwhile M/s. Amir Chand Jagdish Kumar by our Company, vide Takeover Agreement dated January 14, 2005. For further information, please refer to “History and Certain Corporate Matters - Other Material Agreements” on page 257. We have relied upon the disclosure forming part of the Board meeting minutes dated December 22, 2004, to ascertain details of the allotment, since Form 2 is not traceable in the records of the Company. Additionally, we have conducted 109a search at the RoC for such records but were unable to retrieve them and have relied on the physical search verification carried on March 21, 2024 by PWR Associates, Independent Practicing Company Secretaries as certified by their certificate dated March 12, 2026. ^ Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of partly, in ‘cash’ and ‘other than cash’. In this regard, our Company has filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. For further information, please refer to “Risk Factors- We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/ errors/ non- filings/ non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent.” on page 49. 2. Rahul Suri: Date of Nature/ Reason of No. of Face Issue / Form of % of pre- % of post- Allotment / transaction Equity value transfer consideratio Issue Issue Transfer of Shares (₹) price n capital capital Equity (₹) Shares August 25, Subscription to 10,000 10 10 Cash 0.01 0.01 2003* MOA June 4, Allotment pursuant 325,000 10 90 Other than 0.39 0.31 2008 to conversion of Cash# loan for 8,333 Equity Shares and allotment pursuant to purchase of goods from Rahul Suri, proprietor of erstwhile M/s. ACJK for 316,667 Equity Shares June 27, Allotment pursuant 13,500 10 90 Other than 0.02 0.01 2008 to purchase of Cash^ goods from Rahul Suri, proprietor of erstwhile M/s. ACJK February 3, Allotment pursuant 110,000 10 910 Other than 0.14 0.11 2015 to purchase of Cash goods from Rahul Suri, proprietor of erstwhile M/s. ACJK July 5, 2024 Off-Market Sale 90 10 560 NA Negligible Negligible from Narendra Kumar Sehgal September Bonus Issue in the 6,420,260 10 NA Other than 7.75 6.20 11, 2024 ratio of 14 fully Cash paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Total 6,878,850 8.31 6.64 ⁎ Our Company was incorporated on August 29, 2003. The date of subscription to the Memorandum of Association was August 25, 2003. # Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of partly, in ‘cash’ and ‘other than cash’. In this regard, our Company has filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. 110^ Our Company in Form 2, had inadvertently mentioned that the allotment was made for a consideration in ‘cash’ instead of ‘other than cash’. In this regard, our Company had filed an application dated April 21, 2025, in Form GNL-1 with the RoC, requesting the RoC to take such discrepancies on record. For further information, please refer to “Risk Factors- We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/ errors/ non-filings/ non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent.” on page 49. 3. Ramnika Suri: Date of Nature/ Reason of No. of Face Issue / Form of % of pre- % of post- Allotment / transaction Equity value transfer consideration Issue Issue Transfer of Shares (₹) price (₹) capital capital Equity Shares August 25, Subscription to 10,000 10 10 Cash 0.01 0.01 2003* MOA January 16, Transfer from 10,000 10 NA Gift 0.01 0.01 2018 Vikrant Anand September Bonus Issue in 280,000 10 NA Other than 0.34 0.27 11, 2024 the ratio of 14 Cash fully paid-up Equity Shares for every 1 Equity Share held by the Shareholders on August 27, 2024 being the record date. Total 300,000 0.36 0.29 ⁎ Our Company was incorporated on August 29, 2003. The date of subscription to the Memorandum of Association was August 25, 2003. 9. All the Equity Shares held by our Promoters were fully paid-up on the respective date of acquisition of such Equity Shares. 10. As on the date of this Prospectus, the Company has 11 shareholders. 11. Details of Shareholding of our Promoters, members of our Promoter Group in our Company. The details of the shareholding of the Promoters and the members of the Promoter Group as on date of this Prospectus are set forth below: Sr. Name of the Shareholders Pre- Issue Post- Issue* No. Number of % of the pre- Number of % of the post- Equity Shares Issue paid up Equity Shares of Issue paid up of face value of Equity Share face value of ₹ Equity Share ₹10 each capital 10 each capital Promoters 1. Jagdish Kumar Suri 74,101,350 89.50 74,101,350 71.56 2. Rahul Suri 6,878,850 8.31 6,878,850 6.64 3. Ramnika Suri 300,000 0.36 300,000 0.29 Sub Total (A) 81,280,200 98.17 81,280,200 78.49 Members of the Promoter Group 4. Siya Malhotra 150,000 0.18 150,000 0.14 5. Jasmine Suri 150,000 0.18 150,000 0.14 6. Nishi Saigal 300 Negligible 300 Negligible Sub Total (B) 300,300 0.36 300,300 0.29 Total (A + B) 81,580,500 98.53 81,580,500 78.78 *Subject to completion of the Issue and finalization of the Allotment. 11112. Details of Promoters’ contribution locked in Pursuant to Regulation 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Issue Equity Share capital of our Company held by the Promoters shall be locked in for a period of eighteen months or any other period as may be prescribed under applicable law, as minimum promoters’ contribution from the date of Allotment (“Minimum Promoter’s Contribution”), and the Promoters’ shareholding in excess of 20% of the fully diluted post-Issue Equity Share capital shall be locked in for a period of six months or any other date as may be prescribed under applicable law, from the date of Allotment. The lock-in of the Minimum Promoter’s Contribution would be created as per applicable laws and procedures and details of the same shall also be provided to the Stock Exchanges before the listing of the Equity Shares. Our Promoters have given their consent to include such number of Equity Shares held by them as may constitute 20% of the fully diluted post-Issue Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have agreed not to dispose, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’ Contribution from the date of filing this Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations. The details of the Equity Shares held by our Promoters, which shall be locked - in for a period of 18 months from the date of Allotment as minimum Promoters’ contribution are set forth in the table below: Name of Number of Date of Nature/ Face Issue / % of % of Date up to Promoter Equity allotment/ Reason of value acquisit pre- post- which Shares transfer Transaction per ion Issue Issue Equity and date Equity price paid- paid-up Shares are when made Share per up capital* subject to fully paid- (₹) Equity capital lock in up Share (₹) Jagdish 20,710,312 September Bonus Issue 10 Nil 83.53 20.00 October Kumar 11, 2024 1, 2027 Suri Total 20,710,312 83.53 20.00 * Subject to the finalization of the Basis of Allotment. For details on the build-up of the Equity Share capital held by our Promoters, see “Capital Structure- Details of build-up of our Promoters’ equity shareholding” on page 109. Our Company undertakes that the Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoter’ Contribution under Regulation 15 of the SEBI ICDR Regulations. In this connection, we confirm the following: a. The Equity Shares offered as a part of the Minimum Promoters’ Contribution do not include Equity Shares acquired in the three immediately preceding years from the date of this Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets was involved in such transaction; or (b) resulting from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company or resulted from a bonus issue against Equity Shares, which are otherwise ineligible for computation of Minimum Promoter’s Contribution. b. Our 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 offered to the public in the Issue. c. As on the date of this Prospectus, Equity Shares held by our Promotes and offered for Minimum Promoter’s Contribution are not subject to pledge or any other form of encumbrance. d. Our Company has not been formed by the conversion of a partnership firm into a company in the past one year and thus, no Equity Shares have been issued to our Promoters upon conversion of a partnership firm in the past one year immediately preceding the date of this Prospectus. All the Equity Shares held by the 112Promoters are held in dematerialized form. In terms of undertaking executed by our Promoters, Equity Shares forming part of Promoter’s Contribution subject to lock in will not be disposed/ sold/ transferred by our Promoters during the period starting from the date of this Prospectus till the date of commencement of lock in period as stated in this Prospectus. Other than the Equity Shares locked-in as Minimum Promoters’ Contribution for a period of eighteen months as stated in the table above, the entire pre-Issue Equity Share capital of our Company, including the Equity Shares issued pursuant to the Pre-IPO Placement and the excess of minimum Promoter’ Contribution, as per Regulation 16 (1)(b) and 17 of the SEBI ICDR Regulations, shall be locked in for a period of six months from the date of Allotment of Equity Shares in the Issue. Such lock – in of the Equity Shares are recorded by the relevant Depositories. Other requirements in respect of ‘lock-in’ As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. In terms of Regulation 21(a) of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters can be pledged as collateral security for a loan only with any scheduled commercial banks or public financial institutions or a systemically important non-banking finance company or a housing finance company as collateral security for loans granted by such banks or financial institutions, provided that such loans have been granted for the purpose of financing one or more of the Objects of the Issue and pledge of the Equity Shares is a term of sanction of such loans. In terms of Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by the Promoters which are locked-in for a period of six months from the date of Allotment may be pledged only with scheduled commercial banks, public financial institutions, systemically important non-banking finance companies or housing finance companies as collateral security for loans granted by such entities, provided that such pledge of the Equity Shares is one of the terms of the sanction of such loans. However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period stipulated above in terms of the SEBI ICDR Regulations. In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked in as per the provisions of Regulation 16(1) of the SEBI ICDR Regulations, may be transferred to and amongst Promoters and/or members of the Promoter Group or to a new promoter(s) or person(s) in control of our Company, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to transfer till the lock-in period stipulated in SEBI ICDR Regulation has expired In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than our Promoters prior to the Issue and locked-in for a period of 6 months, may be transferred to any other person holding the Equity Shares which are locked-in as per Regulation 17 of the SEBI ICDR Regulations, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI Takeover Regulations as applicable. 13. Lock-in of Equity Shares Allotted to Anchor Investors 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. (Remainder of this page has been intentionally left blank) 11314. Shareholding Pattern of our Company The table below represents the shareholding pattern of our Company as on the date of this Prospectus: Number of Voting Rights held in each class of securities (IX) Shareholding Shareholdi as a % No. of locked-in Number of Category Category of SN ho a. r o ehf paN ido -. u o pf Efu ql uly i ty pPN aa io dr. t -o l uyf p usN nh do na e. gr ro e lf s y i T sho ata rl e sN ho e. lo df (on cof ag f St l E hoa ct a us qa r lua l ae in ts% t e yo d . ou unS tN d sh teo aa r. nr lo y def is i n n g g a c s ao c es o ps cnu un evm rrve cir e ti es rn i nei tg o i s tb n af (lu g aeo el s fl Equi (t Xy I S Ih ) ares E eq p nou l cte (i h udt Xe my g Ir eS Ibwd Ih ei ) rsa o e er r de s ShE aN rqo eu. s i o t hyf e ld Shareholder convertible in (I) olders Shares held Equity deposito (VII) = (IV) as per of diluted (II) (III) (IV) Shares ry +(V)+ (VI) SCRR) No. of voting rights securities Equity Share demateriali (including zed form held (V) receipts (VIII) As a Class Class Total Total as capital) As a % As a % warrants) (XIV) (VI) % of (Equity) (Other) a % of (XI)= of total of total (X) (A+B+C2) (A+B+C) (VII)+(X) As No. Equity No. Equity a % of (a) Shares (a) Shares (A+B +C2) held held (b) (b) (A) Promoters and 6 81,580,500 - - 81,580,500 98.53 81,580,500 - 81,580,500 98.53 - - - - - - 81,580,500 Promoter Group (B) Public 5 1,216,340 - - 1,216,340 1.47 1,216,340 - 1,216,340 1.47 - - - - - - 1,216,340 (C) Non-Promoter- - - - - - - - - - - - - - - - - - Non-Public (C1) Shares - - - - - - - - - - - - - - - - - underlying depository receipts (C2) Shares held by - - - - - - - - - - - - - - - - - employee trusts Total 11 82,796,840 82,796,840 100 82,796,840 - 82,796,840 100 82,796,840 Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI Listing Regulations, one (1) day prior to the listing of the Equity Shares. The shareholding pattern will be uploaded on the website of the Stock Exchanges before commencement of trading of such Equity Shares. 11415. Other details of shareholding of our Company: a) Particulars of the shareholders holding 1% or more of the paid-up Equity share capital of our Company and the number of shares held by them as on the date of filing of this Prospectus: Sr. Name of the Category of No. of Equity Shares % of Pre-Issue Equity No. Shareholders Shareholders of face value of ₹10 Share Capital each 1. Jagdish Kumar Suri Promoter 74,101,350 89.50 2. Rahul Suri Promoter 6,878,850 8.31 Total 80,980,200 97.81 b) None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company as on the date of the filing of this Prospectus are entitled to any Equity Shares upon exercise of warrant, option or right to convert a debenture, loan or other instrument. c) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares held by them ten days prior to the date of filing of this Prospectus: Sr. Name of the Category of No. of Equity Shares % of Pre-Issue Equity No. Shareholders Shareholders of face value of ₹10 Share capital as at ten each days prior to filing of this Prospectus 1. Jagdish Kumar Suri Promoter 74,101,350 89.50 2. Rahul Suri Promoter 6,878,850 8.31 Total 80,980,200 97.81 d) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares held by them one year from the date of filing of this Prospectus: Sr. Name of the Category of No. of Equity Shares % of Pre-Issue No. Shareholders Shareholders of face value ₹10 each Equity Share capital as at one year prior to filing of this Prospectus 1. Jagdish Kumar Suri Promoter 74,101,350 90.32 2. Rahul Suri Promoter 6,878,850 8.38 Total 80,980,200 98.70 e) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares held by them two years prior to filing of this Prospectus: Sr. Name of the Category of No. of Equity Shares of % of Pre-Issue No. Shareholders Shareholders face value ₹10 Equity Share capital as at two years prior to filing of this Prospectus 1. Jagdish Kumar Suri Promoter 4,940,000 90.83 2. Rahul Suri Promoter 458,500 8.43 Total 5,398,500 99.26 f) Our Company has not made any initial public offer of its Equity Shares or any convertible securities during the preceding two years from the date of this Prospectus. 16. Except as disclosed below, none of our Directors, Key Management Personnel or members of the Senior Management hold any Equity Shares in our Company: 115Sr. Name of the Designation No. of Equity % of Pre- Issue % of Post- Issue No. Shareholders Shares of Equity Share Equity Share face value of Capital# Capital ₹10 each 1. J agdish Kumar Suri* Chairman & Managing 74,101,350 89.50 71.56 Director 2. R ahul Suri* Whole-Time Director 6,878,850 8.31 6.64 3. R amnika Suri Non-Executive Non- 300,000 0.36 0.29 Independent Director *Also a Key Managerial Personnel 17. Except for the allotment of Equity Shares pursuant to the Issue, our Company does not have any intention or proposal to alter its capital structure within a period of six months from the date of opening of the Issue by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares whether preferential or bonus, rights or further public issue basis or qualified institutions placements or otherwise. 18. As on the date of this Prospectus, all Equity Shares held by our Promoters, members of the Promoter Group, and Directors are held in dematerialized form. Further as on the date of this Prospectus, the employees, the Key Managerial Personnel and members of the Senior Management do not hold any Equity Shares in the Company. 19. The Promoters, members of our Promoter Group, Directors of our Company and any of their relatives have not undertaken purchase or sale transactions in the Equity Shares of our Company, during a period of six months immediately preceding the date of this Prospectus. 20. There are no financing arrangements wherein the Promoters, members of our Promoter Group, the Directors of our Company and their relatives (as defined under Companies Act, 2013), have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing of this Prospectus. 21. Our Company, our Directors and the BRLMs have not entered into buyback arrangements and or any other similar arrangements for the purchase of Equity Shares being offered through the Issue. 22. The post- Issue paid up Equity Share Capital of our Company shall not exceed the authorised Equity Share Capital of our Company. 23. No person connected with the Issue, including, but not limited to the BRLMs, our Company, the Promoters, the Syndicate members, or our Directors or the members of the Promoter Group, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Issue. 24. Except for the allotment of Equity Shares pursuant to the Issue, there will be no further issue/offer of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of filing of this Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies have been refunded on account of non- listing,, as the case may be. 25. This Issue was made through Book Building Method. 26. None of the Equity Shares held by our Shareholders are pledged or otherwise encumbered as on the date of this Prospectus. 27. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other convertible instruments into, or which would entitle any person any option to receive Equity Shares of our Company, as on the date of this Prospectus. 28. Our Company will ensure that at any given time, there shall be only one denomination of Equity Shares of our Company, unless otherwise permitted by law. 29. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from time 116to time. 30. Our Company had ensured that any transactions in Equity Shares by our Promoters and the members of our Promoter Group during the period between the date of filing the Red Herring Prospectus and the date of closing of the Issue, if any, had been reported to the Stock Exchanges within 24 hours of the transaction. 31. All Equity Shares offered pursuant to the Issue shall be fully paid-up at the time of Allotment failing which no Allotment shall be made and there are no partly paid-up Equity Shares as on the date of this Prospectus. 32. As on the date of this Prospectus, the BRLMs 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. The BRLMs and its affiliates may engage in the transactions with and perform services for our Company and its in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company /or our Subsidiary for which they may in the future receive customary compensation. 33. As on the date of this Prospectus, we do not have any Employees Stock Option Scheme / Employees Stock Purchase Scheme/ Stock Appreciation Right Scheme and we do not intend to allot any shares to our employees under Employee Stock Option Scheme/ Employee Stock Purchase Plan from the proposed Issue. As and when, options are granted to our employees under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee Benefits) Regulations, 2014. 34. Neither our Promoters nor any of the members of our Promoter Group have participated in the Issue. 35. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Issue. 36. As on the date of this Prospectus, none of the Shareholders of the Company are directly or indirectly related to the BRLMs and/or their respective associates (as defined in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992). 37. Neither the (i) BRLMs nor any associate of the BRLM (except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the BRLMs); nor (ii) any person related to the Promoters and Promoters Group shall apply in the Issue under the Anchor Investor Portion. 117SECTION IV – PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE * The Issue comprises of a Fresh Issue of 20,754,716 Equity Shares of face value of ₹10 each, aggregating to ₹4,400 million by our Company. For details, see “The Issue” at page 84. * Subject to finalization of the Basis of Allotment. A Pre-IPO Placement has been undertaken by our Company, in consultation with the BRLMs, for an amount aggregating to ₹130 million. Accordingly, the size of the Fresh Issue has been reduced by ₹130 million and the revised Fresh Issue size aggregates to ₹4,400 million. Objects of the Fresh Issue The Net Proceeds of the Issue, i.e., gross proceeds of the Fresh Issue less the Issue expenses are proposed to be utilised for the following objects: 1. Funding working capital requirements of our Company; and 2. General Corporate Purposes. (collectively, referred to as the “Objects”/ “Objects of the Issue”) In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges including enhancing our Company’s visibility, brand name amongst our existing and potential customers and creation of a public market for our Equity Shares in India. The main object clause and objects incidental and ancillary to the main objects as set out in the Memorandum of Association enables our Company to undertake (i) our existing activities (ii) the activities proposed to be funded from the Net Proceeds and (iii) the activities for which the funds are earmarked toward general corporate purposes. Net Proceeds After deducting the expenses related to the Issue from the Gross Proceeds, we estimate the Net Proceeds of the Fresh Issue to be ₹4,111.14 million (“Net Proceeds”). The details of the Net Proceeds of the Issue are summarized in the table below. (₹ in million) Particulars Estimated Amount(1) Gross Proceeds from the Issue(1) 4,400.00* (Less) Issue expenses in relation to the Issue 288.86 Net Proceeds(1) 4,111.14* * Subject to finalization of the Basis of Allotment. (1) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre- IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in the relevant sections of this Prospectus. 118Requirement of Funds and Utilization of Net Proceeds The Net Proceeds are proposed to be used in the manner set out in in the following table: (₹ in million) Sr. No. Particulars Estimated Amount(1)* 1. Funding working capital requirements of our Company 4,000.00 2. General Corporate Purposes(2) 111.14 Total Net Proceeds 4,111.14 * Subject to finalization of the Basis of Allotment. (1) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre-IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in relevant sections of this Prospectus. (2) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue. Proposed schedule of implementation and deployment of Net Proceeds We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of implementation and deployment of funds as follows: (₹ in million) Sr. Particulars Total Estimated Estimated amount Estimated amount to No. amount/ to be deployed be deployed from expenditure (to be from the Net the Net Proceeds in funded entirely Proceeds in Fiscal F iscal 2027 from the Net 2026 Proceeds) 1. Funding working capital 4,000.00 600.00 3,400.00 requirements of our Company 2. General corporate purposes(1) 111.14 - 111.14 Total Net Proceeds(2) 4,111.14 600.00 3,511.14 (1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue. (2) Our Company, in consultation with the BRLMs, undertook a Pre-IPO Placement by way of preferential allotment of 755,812 Equity Shares of face value of ₹10 each at an issue price of ₹172 (including a premium of ₹162 per Equity Share) for a cash consideration of ₹130 million on August 20, 2025. The amount raised pursuant to the Pre- IPO Placement has been reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Such amount has been entirely utilised towards our working capital requirements, being one of the Objects of the Issue. Our Company had intimated the subscribers to the Pre-IPO Placement that there is no guarantee that our Company may proceed with the Issue, or the Issue will be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been made in the relevant sections of this Prospectus. The fund requirements, deployment of the funds and the intended use of the Net Proceeds as described herein are based on our current business plan, management estimates, prevailing market conditions and other commercial and technical factors including interest rates and other charges, and the financing and other agreements entered into by our Company. However, such fund requirements and deployment of funds have not been appraised by any bank or financial institution or any other independent agency. 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, access to capital, negotiation with lenders, and other external factors such as changes in the business environment and interest or exchange rate fluctuations, which may not be within the control of our management. This may entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a particular purpose at the discretion of our management, subject to compliance with 119applicable law. For risks, see “Risk Factors- Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior Shareholders’ approval.” on page 71. Further, in the event, that the estimated utilisation of Net Proceeds in a scheduled Financial Year is not completely met, due to reasons stated above, the same shall be utilized in the next Financial Year, as may be determined by our Company, in accordance with applicable laws. Subject to applicable law, in the event of any increase in the actual utilization of funds earmarked for the purposes set forth above, such additional funds for a particular activity will be met by way of funding means available to us, including from internal accruals and any additional equity and/or debt arrangements from the existing and future lenders. Further in case the actual utilization towards any of the Objects is lower than the proposed deployment, such balance will be used towards general corporate purposes to the extent that the total amount to be utilized towards general corporate purposes does not exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR Regulations. Means of finance The fund requirements for the Objects above are proposed to be entirely funded from the Net Proceeds, short- term borrowings and internal accruals and hence, no amount is proposed to be raised through any other means of finance. Accordingly, we confirm that there is no requirement to make firm arrangements of finance through verifiable means toward at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue and existing internal accruals, under Regulation 7(1)(e) of the SEBI ICDR Regulations. Details of Objects of the Fresh Issue 1. Funding working capital requirements of our Company Our Company funds a majority of its working capital requirements in the ordinary course of business from financing availed from banks and internal accruals. Our Company proposes to utilise ₹4,000 million from the Net Proceeds towards funding our Company’s incremental working capital requirements out of which it proposes to utilise ₹600 million in Fiscal 2026 and ₹3,400 million in Fiscal 2027. Our Company funds majority of its current requirement of working capital for its business through short term borrowings from the lenders. As on March 9, 2026 the outstanding fund-based borrowings of our Company is ₹7,598.29 million and non-fund-based borrowings is ₹52.50 million aggregating to ₹7,650.79 million. Further, as on March 9, 2026, our Company’s total outstanding indebtedness in respect of working capital facilities was ₹7,587.24 million. For further details of the working capital facilities currently availed by us see, “Financial Indebtedness” and “Restated Consolidated Financial Statements” on page 399 and 295, respectively. Further, for risks in relation to the use of the Net Proceeds for funding working capital gap of our Company, see “Risk Factors- During the peak arrival season of paddy harvesting, our Company procures significant quantities of basmati paddy which is our primary raw material and for the purpose of doing the same, significant amount of working capital is required. Our business being working capital intensive, insufficient cash flows or inability to borrow funds to meet our working capital requirements may materially and adversely affect our business and operations” on page 38. Our Board in its meeting dated January 29, 2026 took note than an aggregate amount of ₹4,000 million is proposed to be utilized to fund the working capital requirements of our Company. Requirement of working capital We are a processor and exporter of basmati rice and other FMCG products in India. We cater to domestic and export markets and have a pan-India presence with extensive sales and distribution network that allows us to target a wide range of consumers and ensure effective penetration of our products and marketing campaigns. A significant portion of our revenue from operations is generated from export sales, with a focus on Middle East. Our business is working capital intensive and we require working capital to fund inventories, trade receivables and manage trade payables. As on September 30, 2025, our Company has sanctioned fund based limits of working capital facilities of ₹8,250 million and non-fund based limits (including guarantees and letter of credit) for working capital of ₹900 million. Further as on March 9, 2026, we have utilised our fund based limits amounting to ₹7,598.29 million and non-fund based limits amounting to ₹52.50 million. 120The key drivers of our working capital needs are: Inventory levels: Due to the nature of the Industry in which we operate, the inventory turnover days of our Company are high. The reason for the high inventory days are (i) we are required to maintain a sufficient stock of raw materials at all times to meet production requirements. Since our primary raw material, the paddy crop is grown once a year in the states of northern India, we are generally required to complete most of our annual procurement during the peak season, which is typically the period between September and January. To ensure a steady supply of raw material for year-round we are required to procure and store large quantities of paddy during the harvesting period; (ii) we age our basmati for 3 to 24 months to ensure its most premium quality and (iii) we also maintain adequate levels of semi-finished goods, finished goods and packaging material inventory to ensure uninterrupted operations and ensure preparedness for anticipated future demand. Set forth below is a table showcasing the inventory days based on our standalone audited financial statements as on the six months ended September 30, 2025, and last three Fiscals: Six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Inventory as a percentage of current assets (%) 60.84 63.95 67.49 63.90 Inventory turnover days (days) (1) 161 157 168 176 (1) Inventory turnover days = 365/ (Revenue from Operations/average inventory at the beginning and end of the year) Trade Receivables: Due to intense competition in the industry, we cannot always dictate payment terms with our customers and distributors and to shield ourselves from volatile pricing, a percentage of our sales to customers and distributors are on an open credit basis, with standard payment period of generally between 0 to 120 days. For domestic sales, our receivable cycles typically range from 60 to 90 days. For exports, our receivable cycles typically range from 60 to 120 days depending on factors such as the buyer’s country, payment terms and shipping schedules. Our Company also requires sufficient working capital to schedule its pre-export activities, which include the procurement of packing materials, arrangement of freight costs up to the port, inspection charges, and the ocean freight bookings. Set forth below is a table showcasing the trade receivables and trade receivables turnover days based on our standalone audited financial statements as on the six months ended September 30, 2025, and last three Fiscals: For the six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Trade receivables (₹ in 4,524.87 4,505.39 3,242.02 3,098.47 million) Trade receivable turnover 81 71 75 86 days Trade Payables: Due to seasonal nature of our primary raw material, paddy crop and its geographical concentration in the states of northern India, we face pricing pressure during procurement period. In order to secure good quality and large quantities of paddy crop at competitive rates we often need to offer favourable credit terms or prompt payments to suppliers. Due to the reasons mentioned above the trade payables days are low. Set forth below is a table showcasing the trade payables and trade payables turnover days based on our standalone audited financial statements as on the six months ended September 30, 2025, and last three Fiscals: For the six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Trade payables (₹ in million) 1,535.91 1,458.54 552.67 1,011.18 Trade payables turnover days* 34 20 19 34 *Not Annualized 121Other Current Financial Liabilities (Vendor Bill Discounting) Additionally, a key driver of our Company’s working capital requirements is the timely settlement of dues to its MSME suppliers, in compliance with the MSMED Act. To address this, our Company leverages the Trade Receivables Discounting System (“TReDS”) of these partner banks on the digital platform, wherein the trade payable vendors approach these partner banks and discount our MSME supplier’s bills to get the payments immediately. This mechanism ensures prompt payments to suppliers while enabling our Company to manage its working capital efficiently by optimizing payment cycles, accessing short-term credit at competitive rates, and reducing overall financing costs Set forth below is a table showcasing the other current financial liabilities and other current financial liabilities days based on our standalone audited financial statements as on the six months ended September 30, 2025, and last three Fiscals: For the six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Other current financial 1,518.38 2,162.51 1,234.73 228.61 liabilities (₹ in million) Other current financial 38* 36 20 7 liabilities turnover days *Not Annualized Expected business growth: As per Company commissioned CARE report and the statistics provided by the United States Department of Agriculture (USDA) report, global rice production is estimated to have surged by 541.6 mmt in the marketing year 2025-26 as against the previous 2024-25 by 541.51 mmt. Therefore, production is projected to reach a record high, driven by larger yields in Asia, particularly with increased production forecasts for Bangladesh and Pakistan, more than offsetting reductions for countries like Indonesia, Thailand and Japan. Global consumption is also anticipated to hit a new record, mainly fuelled by strong growth in India, Bangladesh and the Philippines.. Our Company’s standalone revenue from operations increased from increased from ₹11,507.23 million in Fiscal 2023 to ₹17,125.40 million in Fiscal 2025, representing a CAGR of 21.90%. Additionally, our revenue from operations during the six months ended September 30, 2025 increased to ₹8,860.01 million from ₹17,125.40 million during Fiscal 2025. Our anticipated growth in operations is expected to drive higher working capital needs to support larger orders, increased inventory and extended receivables cycles. Therefore for the above stated reasons, we expect our working capital requirements to increase. In view of the above, we propose to utilise ₹4,000 million from the Net Proceeds towards funding our Company’s incremental working capital requirements out of which it proposes to utilise ₹600 million in Fiscal 2026 and ₹3,400 million in Fiscal 2027. Existing Working Capital Set forth below are the details of our Company’s existing working capital requirements as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, derived from the standalone financial statements of our Company: (₹ in million) Particulars As at September 30, March 31, March 31, March 31, 2025 2025 2024 2023 Current assets Inventories 8,622.68 9,276.67 7,942.34 6,269.66 Trade receivables 3,647.97 3,282.88 2,946.77 2,792.56 Other current financial assets 413.95 436.60 227.55 188.90 Other current assets 220.39 77.58 166.35 59.78 Total Current Assets (A) 12,904.99 13,073.73 11,283.01 9,310.90 Current liabilities Trade Payables 849.47 612.91 392.91 691.72 Other current financial liabilities 1,518.38 2,162.51 1,234.73 228.61 Other current liabilities 94.84 48.85 13.88 35.63 Provisions 0.14 0.13 0.12 0.10 122Particulars As at September 30, March 31, March 31, March 31, 2025 2025 2024 2023 Current tax liabilities 204.58 100.12 34.86 22.32 Total Current Liabilities (B) 2,667.41 2,924.52 1,676.50 978.38 Working Capital Requirements (A-B) 10,237.58 10,149.20 9,606.51 8,332.62 Funding Pattern Short term borrowings 7,388.69 7,829.51 7,760.60 6,568.00 Internal accruals and Equity 2,848.89 2,319.70 1,845.91 1,764.52 As certified by Pramod K. Sharma & Co., Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026 based on restated standalone financial statements. Estimated Working Capital The details of the estimated and projected working capital requirements of our Company for the Fiscals 2026 and 2027, respectively, as approved by our Board pursuant to its resolution dated January 29, 2026 are as set out in the table below: (₹ in million) Particulars Fiscal Year 2026 2027 (Estimated) (Projected) Current assets Inventories 10,600.00 12,294.04 Trade receivables 3,941.00 4,626.79 Other current financial assets 384.22 528.78 Other current assets 165.00 198.29 Total Current Assets (A) 15,090.22 17,647.90 Current liabilities Trade Payables 850.00 554.23 Other current financial liabilities 2,000.00 1,385.58 Other current liabilities 54.89 66.10 Provisions 0.10 0.10 Current tax liabilities 54.89 66.10 Total Current Liabilities (B) 2,959.88 2,072.11 Working Capital Requirements (A-B) 12,130.34 15,575.79 Funding Pattern Short term borrowings 8,180.65 8,226.09 Internal accruals and Equity 3,349.69 3,349.69 Net Working Capital Requirements 600.00 4,000.00 Amount proposed to be utilised from Issue proceeds 600.00 3,400.00 As certified by Pramod K. Sharma & Co., Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026. Key assumptions and justifications for estimated working capital requirement Holding levels On the basis of our existing working capital requirements, the details of our Company’s holding period (with days rounded to the nearest number) and justifications for holding period levels on the basis of our Company’s audited standalone financial statements, as approved by our Board pursuant to a resolution dated January 29, 2026, are as provided below: Particulars Holding Fiscal Year/ Period Ended (Actuals) Fiscal Year levels on the 2023 2024 2025 September 2026 2027 basis of 30, 2025 (Estimated) (Projected) Current Assets 123Particulars Holding Fiscal Year/ Period Ended (Actuals) Fiscal Year levels on the 2023 2024 2025 September 2026 2027 basis of 30, 2025 (Estimated) (Projected) Inventory Revenue from 201 193 183 185 184 186 operations Trade Revenue from 79 78 66 72 67 70 Receivables operations Other current Revenue from 9 6 7 9 8 8 financial operations assets Other current Revenue from 5 3 3 4 3 3 assets operations Current Liabilities Trade Net Purchases 29 18 13 18 16 10 Payables Other current Net Purchases 7 24 43 42 46 25 financial liabilities Other current Revenue from 3 1 1 2 1 1 liabilities operations Current tax Revenue from 1 1 1 3 1 1 liabilities operations As certified by Pramod K. Sharma & Co., Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026. Assumptions and justification for holding period levels of our Company The projections are calculated basis on assumption that the revenue from operations and raw materials purchases will increase with a CAGR of 22% over the period FY2025 to FY2027, keeping the financials of FY2025 as base for respective line item. The working capital projections made by our Company are based on certain key assumptions and justifications, as set out below: Sr. No Particulars Assumptions Current Assets 1. Inventory days The average inventory days for FY2023, FY2024 and FY2025 is approximately 186 days. The inventory days for FY2026 and FY2027 have been maintained at the same level as calculated. 2. Trade Receivables days The average trade receivables days for FY2023, FY2024 and FY2025 is 70 days. For FY 2026 and FY 2027, the management expects to maintain trade receivables at approximately 70 days, supported by improved management of receivable cycles. 3. Other current financial The average other current financial assets days for FY2023, FY2024 and assets days FY2025 is 8 days. The Other current financial assets days for FY2026 and FY2027 have been maintained at the same level as calculated. 4. Other current assets The average other current assets days for FY2023, FY2024 and FY2025 is 3 days. The other current assets days for FY2026 and FY2027 have been maintained at the same level as calculated. Current Liabilities 1. Trade Payables Management estimate that the trade payable bills will be maintained at the levels of 10 days, following the approach of reducing trade payable days to 10 days. 2. Other current financial Management estimate that Other current financial liabilities will be liabilities maintained at the levels of 25 days, in the range of the days derived in FY2024 Since the other current financial liabilities are also trade payable which are financed and paid to the vendors through financing option available 124Sr. No Particulars Assumptions from Trade Receivables Discounting System (TReDS) platform. The management has kept the sum of trade payable days and other current financial liabilities days in the range of 35 days, which is the average of sum of trade payable days and other current financial liabilities days for FY 2024 and FY 2023. 3. Other current liabilities The average Other current liabilities days for FY2023, FY2024 and FY2025 is 1 days. The Other current liabilities days for FY2026 and FY2027 have been maintained at the same level as calculated. 4. Current tax liabilities The average Current tax liabilities days for FY2023, FY2024 and FY2025 is 1 day. The Current tax liabilities days for FY2026 and FY2027 have been maintained at the same level as calculated. As certified by Pramod K. Sharma & Co., Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026. 2. General Corporate Purposes Our Company proposes to deploy the balance Net Proceeds aggregating to ₹111.14 million towards general corporate purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilise Net Proceeds include, without limitation, the following: (i) brand building, marketing, advertising expenditures and business development expenses viz. offering discounts to distributors and online sales platform, over the counter shelfs cost, advertisements, hiring new marketing talent, etc; (ii) deposits for new warehouses; (iii) meeting ongoing general corporate exigencies, expenses incurred by our Company in the ordinary course of business, and (iv) any other purpose as may be approved by our Board or duly appointed committee, from time to time, subject to compliance with Companies Act, 2013 and all other applicable laws. The allocation or quantum of funds towards each of the above purposes will be determined by our Board, based the amount actually available under this head and the business requirements of our Company, from time to time. Our Company’s management shall have flexibility in utilising surplus amounts, if any. In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient and as approved periodically by our Board, subject to compliance with necessary provisions of the Companies Act. In the event that we are unable to utilize the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such unutilized amount(s) in the subsequent Fiscal. Issue Expenses The total Issue expenses are estimated to be approximately ₹288.86 million. The expenses of the Issue include, among other things, listing fees, underwriting fees, selling commission, fees payable to the BRLMs, fees and expenses of legal counsel, fees payable to the Registrar to the Issue, fees and expenses of the auditors, fees to be paid to Sponsor Banks and Bankers to the Issue, including processing fees to the SCSBs for processing ASBA Forms, brokerage and selling commission payable to Registered Brokers, brokerage for Syndicate Member, commission to Registered Brokers, Collecting DPs and RTAs, and payments to consultants, and advisors, printing and stationary expenses, advertising and marketing expenses, and all other incidental and miscellaneous expenses for listing the Equity Shares in the Stock Exchanges. The estimated Issue expenses are as under: As a % of the Estimated total As a % of the Activity* expenses (1) estimated Issue Size ( ₹ in million) Issue expenses Fees payable to the to the BRLMs and commissions 196.03 67.86 4.46 125As a % of the Estimated total As a % of the Activity* expenses (1) estimated Issue Size ( ₹ in million) Issue expenses (including underwriting commission, brokerage and selling commission, as applicable) Commission/processing fee for SCSBs, Sponsor 11.14 3.86 0.25 Banks and Bankers to the Issue. Brokerage, underwriting commission and selling commission and bidding charges for members of the Syndicate, Registered Brokers, RTAs and CDPs(2)(3)(4)(5) Fees payable to the Registrar to the Issue 0.15 0.05 Negligible Others including but not limited to: (i) Listing fees, SEBI filing fees, upload fees, BSE and 33.28 11.52 0.76 NSE processing fees, book building software fees and other regulatory expenses; (ii) Printing and distribution of Issue stationery; 3.44 1.19 0.08 (iii) Advertising and marketing expenses; 27.85 9.64 0.63 (iv) Fees payable to legal counsel; 13.26 4.59 0.30 (v) Fees payable to other advisors to the Issue; Nil Nil Nil (vi) Fees payable to Statutory Auditors, Industry 2.82 0.98 0.06 Report provider, independent practicing company secretary and independent chartered engineer (vii) Miscellaneous expenses 0.89 0.31 0.02 Total estimated Issue expenses 288.86 100.00 6.56 (1) Issue Expenses include goods and services tax, where applicable. Issue expenses are estimates and are subject to change. (2) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and, Non-Institutional Bidders, which are directly procured and uploaded by the SCSBs, would be as follows: Portion for Retail Individual Bidders* 0.35% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price. No additional uploading/ processing fees shall be payable by our Company to the SCSBs on the Bid cum Application Forms directly procured by them. (3) SCSBs will be entitled to a processing fee for processing the ASBA Form procured by the members of the Syndicate (including their sub-Syndicate members), CRTAs or CDPs from Retail Individual Bidders and Non-Institutional Bidders (excluding UPI Bids) and submitted to the SCSBs for blocking 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) *Based on valid ASBA Forms Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-Institutional Bidders with bids above ₹500,000 would be ₹10 plus applicable taxes, per valid application. Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹ 1 million (plus applicable taxes) and in case the total processing fees exceeds ₹ 1 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 (4) Brokerage, selling commission and processing/ uploading charges on the portion for Retail Individual Bidders(using the UPI Mechanism), and Non-Institutional Bidders which are procured by the members of the Syndicate (including their sub-Syndicate members), CRTAs, CDPs or for using 3 in 1 type accounts-linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-Syndicate members) would be as follows: Portion for Retail Individual Bidders* 0.35% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price. The selling commission payable to the Syndicate/ Sub‐Syndicate Member will be determined 126(i) For Retail Individual Bidders and Non-Institutional Bidders (up to ₹500,000), 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. (ii) For Non-Institutional Bidders (above ₹ 500,000), 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 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 Syndicate / Sub Syndicate members and not the SCSB. The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal ID as captured in the bid book of BSE or NSE. The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled directly by the respective sub-Syndicate member. The selling commission payable to the CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE. (5) Uploading charges: i. Payable to members of the Syndicate (including their sub-Syndicate members), on the applications made using 3 in 1 accounts, would be ₹10 plus applicable taxes, per valid application bid by the Syndicate member (including their sub- Syndicate members) subject to maximum ₹1 million (plus applicable taxes) payable on pro rata basis. ii. Bid uploading charges payable to the SCSBs on the portion of QIB and Non-Institutional Bidders (excluding UPI Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/CRTAs/ CDPs and submitted to SCSB for blocking and uploading would be ₹10 per valid application (plus applicable taxes) The selling commission and bidding charges payable to Registered Brokers the CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE The Bidding/uploading charges payable to the Syndicate/sub-Syndicate members, CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE. Selling commission payable to the registered brokers, CRTAs and CDPs on the portion for Retail Individual Bidders and Non- Institutional Bidders which are directly procured by the Registered Brokers and submitted to SCSB for processing would be as follows: Portion for Retail Individual Bidders and Non-Institutional Bidders: ₹10 per valid ASBA Form (plus applicable taxes). Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under: Members of the Syndicate / RTAs / CDPs (uploading ₹10 per valid application (plus applicable taxes) subject to charges) maximum ₹1.5 million (plus applicable taxes) payable on pro data basis Sponsor Bank (Processing fee) – Axis Bank Limited ₹Nil per valid application (plus applicable taxes). The Sponsor Banks shall be responsible for making payments to the third parties such as remitter bank, 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 (Processing fee) – Kotak Mahindra Bank ₹Nil per valid application (plus applicable taxes). Limited The Sponsor Banks shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in connection with the performance of its duties under applicable SEBI circulars, agreements and other applicable laws The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and SEBI Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024 (to the extent applicable). The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by our Company with the respective Designated Intermediary. 127Bridge financing facilities As on the date of this Prospectus, our Company has not raised any bridge loans from any bank or financial institution which are required to be repaid from the Net Proceeds. Interim Use of Net proceeds Our Company, in accordance with the policies established by our Board from time to time, will have the flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described above, our Company will, in accordance with applicable law, temporarily invest the Net Proceeds in deposits in one or more scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934, for the necessary duration, as may be approved by our Board. Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets. Appraising agency None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency. Monitoring Utilization of Funds In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company has appointed a Monitoring Agency, namely, CARE Ratings Limited, for monitoring the utilisation of Gross Proceeds, as the proposed Fresh Issue exceeds ₹1,000 million. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation, on a quarterly basis, until such time as the Gross Proceeds have been utilised in full, which shall include item-by-item description for all the expense heads under each object of the Issue. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use under a separate head in our balance sheet for such fiscals as required under applicable law, clearly specifying the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains unutilised. Our Company will also, in its balance sheet for the applicable fiscals, provide details, if any, in relation to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Further, our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various expense heads, as applicable, in the notes to our quarterly consolidated results. Our Company will indicate investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges. Pursuant to the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the Statutory 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 Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh 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 27 of the Companies Act and applicable provisions of the SEBI ICDR Regulations, our Company shall not vary the Objects of the Issue without being authorised to do so by our Shareholders by way of a special resolution. In addition, the notice issued to our Shareholders in relation to the passing of such special resolution shall specify the prescribed details as required under the Companies Act and 128applicable rules and which shall simultaneously be published in the newspapers, one in English, one in Hindi and one in the regional language of the jurisdiction where our Registered Office is located. In accordance with the Companies Act, our Promoters will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association, the Companies Act and the SEBI ICDR Regulations. Other Confirmations There is no proposal whereby any portion of the Issue Proceeds will be paid to our Promoters, members of Promoter Group, our Directors, or our KMPs and Senior Management. There are no existing or anticipated transactions in relation to the utilisation of the Net Proceeds with our Promoters, members of Promoter Group, our Directors, our KMPs and Senior Management. 129BASIS FOR ISSUE PRICE The Issue Price of ₹212 determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of the qualitative and quantitative factors as described below and is justified in view of these parameters. The face value of the Equity Shares is ₹10 each and the Issue Price is 20.10 times the face value of the Equity Shares at the lower end of the Price Band and 21.20 times the face value at the higher end of the Price Band. Investors should also refer to “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information”, and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 36, 212, 295, and 361, respectively, to have an informed view before making an investment decision. I. Qualitative Factors Some of the qualitative factors and our strengths which form the basis for computing the Issue Price are: • As per Company commissioned CARE Report, we rank 3rd among our peers in terms of revenue, we are among the few Indian branded rice players that have ventured into FMCG staples. • Well established and wide distribution network of over 431 distributors in India and 53 distributors globally enables us to efficiently penetrate major markets; • Strong international presence with exports to over 38 countries; • As per Company commissioned CARE Report, basmati rice enjoys a premium status and it being famous for its aroma and long grains, is one of the most prized varieties; • Integrated operations with well established quality control system and modern equipment including equipment imported from Japan, Germany and the United States; • Strategically located processing and packaging facilities in Delhi, Haryana and Amritsar are in close proximity to basmati producing regions of northern India including the basmati paddy mandis in the states of Haryana, Punjab and Madhya Pradesh; • As per Company commissioned CARE Report, Basmati rice from India has been granted a Geographical Indication (GI) tag, recognizing its unique identity and ensuring protection against counterfeit products in international markets. We procure our Basmati rice grown in regions of Punjab, Haryana, Himachal Pradesh, Western Uttar Pradesh and Jammu & Kashmir, which are granted GI tag; • Experienced management team with Promoters having over four decades of experience in the basmati rice industry in India; • Our Company has registered a total of 100 trademarks, including 70 in India and 30 across 26 countries, and 22 copyrights in India. For further details, see “Our Business – Our Competitive Strengths” on page 216. II. Quantitative Factors Certain information presented below relating to our Company is derived from the Restated Consolidated Financial Information for the six months ended September 30, 2025 and for Fiscals 2025, 2024 and 2023. For details, see the section titled “Restated Consolidated Financial Information” on page 295. Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows: a) Basic and Diluted Earnings Per Share (“EPS”), as adjusted for changes in capital: Financial Year / Period ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight March 31, 2025 7.46 7.46 3 March 31, 2024 3.75 3.75 2 March 31, 2023 2.14 2.14 1 Weighted Average 5.34 5.34 - Six months ended September 30, 2025* 5.93 5.93 - *Not Annualized 130Notes: 1. The face value of each Equity Share is ₹10 each. 2. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/Total of weights 3. Basic Earnings per Equity Share (₹) = Net profit after tax attributable to owners of the Company, as restated / Weighted average no. of Equity Shares outstanding during the year. 4. Diluted Earnings per Equity Share (₹) = Net Profit after tax attributable to owners of the Company, as restated / Weighted average no. of potential Equity Shares outstanding during the year 5. Earnings per Share calculations are in accordance with the notified Indian Accounting Standard 33 ‘Earnings per share’ 6. The weighted average of shares is determined by taking the number of outstanding shares and multiplying by the percentage of the reporting period for which that the number applies for each period. 7. The figures disclosed above are derived from the Restated Consolidated Financial Statements. b) Price/Earning (“P/E”) ratio in relation to Price Band of ₹201 to ₹212 per Equity Share of our Company: Particulars P/E at the Floor Price P/E at the Cap Price (number of times) (number of times) Based on basic EPS as per the Restated 26.94 28.42 Consolidated Financial Statements for Fiscal 2025 Based on diluted EPS as per the Restated 26.94 28.42 Consolidated Financial Statements for Fiscal 2025 c) Industry Peer Group P/E ratio Based on the peer company information (excluding our Company) given below in this section: Particulars Industry P/E ratio Highest (LT Foods Limited) 22.03 Lowest (Sarveshwar Foods Limited) 10.14 Average 14.52 Notes: 1) The highest and lowest industry P/E shown above based on the peer set provided below under “Comparison of Accounting Ratios with Listed Industry Peers”. 2) The industry average has been calculated as the arithmetic average P/E of the peer set provided below. 3) The industry P / E ratio mentioned above is for the financial year ended March 31, 2025 and closing market price of equity shares on BSE for peers as of March 25, 2026. d) Return on Net Worth (“RoNW”) as derived from the Restated Consolidated Financial Statements: Fiscal / Period ended RoNW (%) Weight March 31, 2025 17.61% 3 March 31, 2024 10.27% 2 March 31, 2023 6.43% 1 Weighted Average** 13.30% - Six months ended September 30, 2025* 11.87% *Not Annualized ** Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for each year/Total of weights Notes: 1) Return on Net Worth (%) = Net Profit after tax attributable to owners of the Company / Restated Average Equity at the end of the year/period 2) Total Equity equals Equity Share Capital plus Other Equity excluding Foreign Currency Translation Reserve and Capital Reserve) 131e) Net Asset Value Per Equity Share of face value of ₹10 each (“NAV”) Fiscal / Period ended NAV per equity share (₹) As at March 31, 2023 34.35 As at March 31, 2024 38.09 As at March 31, 2025 46.29 As at September 30, 2025* 53.68 After the Completion of the Issue: - At Floor Price 84.69 - At Cap Price 85.62 - At Issue Price 85.62 *Not Annualized Notes: 1) Net Asset Value per Equity Share (in ₹) is computed as net worth total equity at the end of the year divided by weighted average number of Equity Shares outstanding during the year. 2) Weighted average of outstanding shares = Aggregate of weighted outstanding shares divided by the total number of days during the period. (Remainder of this page has been intentionally left blank) 132f) Comparison of Accounting Ratios with Listed Industry Peers We believe following is our peer group which has been determined on the basis of listed public companies comparable in the similar line of segments in which our Company operates and whose business segment in part or full may be comparable with that of our business, however, the same may not be exactly comparable in size or business portfolio on a whole with that of our business. Following is the comparison with our peer companies listed in India: Face EPS (₹) NAV Closing Value Revenue for EV/ price on PAT Name of the Consolidated/ per Fiscal 2025 RoNW EBITD P/E Ratio (₹ per March 25, Margin company Standalone Equity operations Basic Diluted (%) A share) 2026 (₹ (%) Share (₹ in million) per share) (₹) Amir Chand Jagdish Kumar Consolidated 10 15.16# 28.42# 20,016.47 7.46 7.46 46.22 17.61% 212# 3.04% (Exports) Limited Listed Peer Companies LT Foods Limited Consolidated 1 13.02 22.03 86,814.66 17.43 17.43 21.38 16.81% 383.90 7.05% KRBL Limited Consolidated 1 10.62 14.57 55,938.10 20.80 20.80 27.20 9.43% 303.05 8.51% Chaman Lal Setia Standalone 2 8.88 11.04 14,952.56 20.68 20.68 19.46 14.22% 228.35 6.88% Exports Limited GRM Overseas Consolidated 2 11.81 14.81 13,481.93 10.21 8.87 15.18 16.09% 151.20 4.54% Limited Sarveshwar Foods Consolidated 1 4.50 10.41 11,362.29 0.28 0.27 0.93 9.68% 2.84 2.37% Limited #Closing price is considered as the Issue Price i.e. ₹212 per Equity Share. Source: All the financial information for listed industry peers mentioned above is sourced from the annual reports of the respective companies for the Fiscal Year ending 2025, as available on the websites of the Stock Exchanges. Notes: 1) Market data for calculation of P/E and EV/EBITDA is as of closing price on March 25, 2026 2) EV/EBITDA is calculated as Enterprise Value (Total Equity + Total Debt + Minority Interest + Preferred Stock – Cash and Cash Equivalents)/EBITDA of FY25. Total Equity is calculated as (Total number of outstanding shares as of 31st March 2025 * Closing price of March 25, 2026) 3) P/E is calculated as Closing Price of March 25, 2026/EPS of FY 2025 133The Issue price is 21.20 times of the face value of the Equity Shares The Issue Price of ₹212 has been determined by our Company in consultation with the Book Running Leads Managers, on the basis of market demand from investors for Equity Shares through the Book Building Process. Investors should read the abovementioned information along with “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Information” on pages 36, 212, 361. III. Key financial and operational performance indicators (“KPIs”) The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for the Issue Price. The KPIs disclosed below have been used historically by our Company to understand and analyse the business performance, which in result, help in analysing the growth of business and various verticals in comparison to our Company’s listed peers, and other relevant and material KPIs of the business of our Company and have a bearing for arriving at the Basis for Issue Price. The KPIs disclosed herein below have been approved by a resolution of our Audit Committee dated March 12, 2026. The members of the Audit Committee have verified the details of all KPIs pertaining to our Company, and have confirmed that there are no KPIs pertaining to our Company that have been disclosed to investors at any point of time during the three years period prior to the date of the Red Herring Prospectus. Additionally, the KPIs have been subjected to verification and certification by the management of our Company vide certificate dated March 12, 2026 and also by Pramod K. Sharma & Co, Chartered Accountants, our Statutory Auditors by their certificate dated March 12, 2026 which has been included as part of the “Material Contracts and Documents for Inspection” on page 526. The KPIs of our Company have also been disclosed in the sections titled “Our Business”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Definitions and Abbreviations” on pages 212, 361 and 1, respectively. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or 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 on the Stock Exchanges or till the utilisation of the Issue Proceeds as per the disclosure made in the section “Objects of the Issue” on page 118, whichever is later, or for such other duration as may be required under the SEBI ICDR Regulations. (₹ in million unless otherwise stated) Key Performance Indicators For the six months Fiscal period ended 2025 2024 2023 September 30, 2025 Consolidated Financials KPIs Revenue from Operations(1) 10,212.46 20,016.47 15,495.24 13,158.48 Gross Profit(2) 1,557.13 3,048.29 2,494.82 2,101.11 Gross Margin (%)(3) 15.25% 15.23% 16.10% 15.97% EBITDA(4) 1,057.64 1,636.52 1,096.64 796.93 EBITDA Margin (%)(5) 10.36% 8.18% 7.08% 6.06% PAT 486.54 608.22 304.05 174.96 PAT Margin (%)(6) 4.76% 3.04% 1.96% 1.33% Return on Equity (%)(7 11.87% 17.61% 10.27% 6.43% Return on Capital Employed 9.16% 14.36% 10.41% 7.82% (%)(8) Return on Assets (%)(9) 3.16% 4.29% 2.56% 1.58% Debt-Equity Ratio(10) 1.68 2.07 2.50 2.38 Total Debt 7,397.38 7,840.58 7,776.21 6,675.30 Interest coverage ratio(11) 2.48 2.02 1.61 1.45 Current Ratio (12) 1.32 1.25 1.23 1.25 Operational KPIs 134Key Performance Indicators For the six months Fiscal period ended 2025 2024 2023 September 30, 2025 Consolidated Domestic Revenue (%) 67.57% 61.73% 46.82% 30.67% Export Revenue (%) 32.43% 38.27% 53.18% 69.33% Inventory Days (13) 161 157 168 176 Debtors Days (14) 81 71 75 86 Creditors Days (15) 34 20 19 34 Number of exporting countries 38 37 37 37 Number of registered 100 100 100 100 trademarks Distributors 484+ 475+ 440+ 430+ Capacities (in mt) Rice 550,800 MTPA* 550,800 MTPA 550,800 MTPA 550,800 MTPA Capacity Utilization (%) 24.37% 50.46% 35.66% 32.44% Volume Sold 134,226 MTPA* 277,908 MTPA 196,393 MTA 178,690 MTPA *Not Annualized Notes: (1) Revenue from Operations: Reported revenue from operations for the financial year which includes revenue from the sale of products and trading (2) Gross Profit: (Revenue from Operations – COGS) where COGS = Cost of Material Consumed + Purchase of stock-in-trade + changes in inventory of finished goods, work-in-progress and stock-in-trade (3) Gross Margin % = Gross Profit/Revenue from Operations (4) EBITDA = Profit Before Tax + Finance Costs + Depreciation and Amortization Expenses – Other Income (5) EBITDA Margin % = EBITDA/Revenue from Operations (6) PAT Margin % = Net Profit for the year /Revenue from Operations (7) Return on Equity (ROE) % = Net Profit for the year / average Total Equity at the beginning and end of the years (8) Return on Capital Employed (ROCE) % = EBIT/average Capital Employed at the beginning and end of the year • EBIT = Profit Before Tax + Finance Costs • Average Capital Employed = Total Assets – (Current liabilities excluding short term borrowings) (9) Return on Assets % = Net Profit for the year / Net Tangible Assets • Net Tangible Assets = Net PPE + Capital Work-in-progress + Right-to-use Assets (10) Debt-Equity Ratio = Total Debt (Long term debt + Short Term Debt)/Total Equity (11) Interest Coverage Ratio = EBIT / Interest paid during the year (12) Current Ratio = Current Assets / Current Liabilities (13) Inventory Turnover Days = 365/ (Revenue from Operations/average inventory at the beginning and end of the year) (14) Debtor Turnover Days = 365/ (Revenue from Operations/average receivables at the beginning and end of the year) (15) Creditor Turnover Days = 365/ (Net Purchases /average payables at the beginning and end of the year) Explanation of the historic use of the Key Performance Indicators by our Company to analyse, track or monitor the operational and/ of financial performance of our Company In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and assess our performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information. These KPIs may not be defined under Ind AS and are not presented in accordance with Ind AS and hence, should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our performance, liquidity, profitability or results of operations. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other companies and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends. Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric to evaluate our business. For further details please see “Risk Factors –We have in this Prospectus included certain 135Non-GAAP Measures that may vary from any standard methodology that is applicable across the rice industry and may not be comparable with financial information of similar nomenclature computed and presented by other companies” on page 74. Set out below are explanations for how the KPIs listed above have been used by the management historically to analyse, track, or monitor the operational and/or financial performance of our Company: Term Explanation for the KPI Financial KPIs Revenue from operation is used by management to track the revenue profile of the Revenue from Operations business and in turn helps assess the overall financial performance of our Company and size of our business Gross Profit is calculated as Revenue from operations minus the Cost of Goods Sold. Gross Profit Cost of Goods Sold is an indicator of direct costs associated with production of goods. It reflects our reflects our ability to manage direct production costs. Gross Margin % is an indicator of the efficiency of the company in managing direct Gross Margin (%) expenses associated with the production of goods relative to its revenue EBITDA provides information regarding the operational efficiency of the business EBITDA of the Company. EBITDA Margin (%) is an indicator of the operational profitability and financial EBITDA Margin (%) performance of our business Profit after Tax provides information regarding the overall profitability of the PAT business PAT Margin (%) is an indicator of the overall profitability of the business relative to PAT Margin (%) its revenue and financial performance of our business RoE is an indicator of the Company’s efficiency as it measures the Company’s Return on Equity (%) profitability. RoE is indicative of our profit generation capability using own equity contribution. Return on Capital Employed RoCE is indicative of earnings generated by our Company from the total capital (%) employed. RoA is an indicator of our Company’s efficiency in utilizing its tangible assets to Return on Assets (%) generate net income. The debt-to-equity ratio compares the Company’s liabilities to its shareholder’s Debt-Equity Ratio equity and is used to gauge how much debt or leverage the organization is using. Total debt includes both short term and long term loans taken by the company to Total Debt manage its operations Interest coverage ratio is an indicator of the company's ability to make interest Interest coverage ratio payments during the year. Current Ratio Current Ratio is an indicator of liquidity of our Company. Operational KPIs Inventory days is an indicator of efficiency of inventory management by the company. Inventory days is calculated as 365 divided by Inventory turnover ratio. Inventory Days Inventory Turnover ratio is calculated as Revenue from Operations divided by average of beginning and ending inventory during the year Debtor days indicates how efficiently the company is managing its debtors. Debtors days is calculated as 365 divided by Debtor turnover ratio. Debtor Turnover ratio is Debtors Days calculated as Revenue from operations divided by average of beginning and ending receivables during the year Creditors days indicates how efficiently the company is managing payments to its suppliers. Creditors days is calculated as 365 divided by Creditors turnover ratio. Creditors Days Creditors Turnover ratio is calculated as Cost of Goods Sold divided by average of beginning and ending payables during the year Domestic Revenue % indicates the share of revenue derived from domestic Domestic Revenue (%) customers of our company during the year 136Term Explanation for the KPI Export Revenue % indicates the share of revenue derived from exports during the Export Revenue (%) year Number of exporting Number of exporting countries indicate the geographic reach of our company in countries selling our products outside India Number of registered Number of registered trademarks indicates the number of registered brands globally trademarks Number of distributors indicate the strength of distribution network of our company Distributors both in India and export markets Capacities (in MT) Production Capacity is the milling capacity of our company in an year Capacity Utilization indicates the company's efficiency in utilizing its installed Capacity Utilisation (%) capacity. It is calculated as the capacity utilized during the year divided by the installed capacity Volume sold is the amount of finished goods sold to generate revenue during the Volume Sold year We have also described and defined the KPIs, as applicable, in “Definitions and Abbreviations – Key Performance Indicators” on page 17. IV. Comparison of KPIs of our Company and our listed peers While the listed peers mentioned below operate in the same industry as us, and may have similar offerings or end use applications, our business may be different in terms of differing business models, different product verticals serviced or focus areas or different geographical presence. Below are details of the KPIs of our listed peers for the six months ended September 30, 2025 and as at the financial year ended March 31, 2025, March 31, 2024, March 31, 2023. Six months ended September 30, 2025 (₹ in million, unless otherwise indicated) Particulars Amir Chand LT KRBL Chama GRM Sarveshwa Jagdish Foods Limited n Lal Oversea r Foods Kumar Limited Setia s Limited (Exports) Exports Limited Limited Limited Financial KPIs Revenue from Operations 10,212.46 52,296.5 30,954.3 5,802.20 6,892.07 6,362.08 2 0 Gross Profit 1,557.13 17,706.9 8,029.60 1,323.58 932.65 521.72 5 Gross Margin (%) 15.25% 33.86% 25.94% 22.81% 13.53% 8.20% EBITDA 1,057.64 5,818.52 4221.70 536.86 387.70 341.46 EBITDA Margin (%) 10.36% 11.13% 13.64% 9.25% 5.63% 5.37% PAT 486.54 3,323.58 3,226.90 405.74 338.525 152.51 PAT Margin (%) 4.76% 6.36% 10.42% 6.99% 4.91% 2.40% Return on Equity (%) 11.87% 8.27% 6.02% 5.43% 7.47% 3.97% Return on Capital Employed (%) 9.16% 11.15% 8.61% 8.40% 5.76% 5.76% Return on Assets (%) 3.16% 4.41% 5.17% 4.70% 3.81% 1.50% Debt-Equity Ratio 1.68 0.28 0.00 0.09 0.44 0.57 Total Debt 7,397.38 11,831.8 224.70 669.23 2,112.23 2,641.97 0 Interest coverage ratio 2.48 9.17 171.22 15.43 3.69 2.35 Current Ratio (%) 1.32 2.01 8.58 3.85 2.13 1.69 Operational KPIs Domestic Revenue (%) 67.57% NA NA NA NA NA Export Revenue (%) 32.43% NA NA NA NA NA Inventory Days 161 NA NA NA NA NA 137Particulars Amir Chand LT KRBL Chama GRM Sarveshwa Jagdish Foods Limited n Lal Oversea r Foods Kumar Limited Setia s Limited (Exports) Exports Limited Limited Limited Debtors Days 81 NA NA NA NA NA Creditors Days 34 NA NA NA NA NA Number of exporting countries 38 NA NA NA NA NA Number of registered trademarks 100 NA NA NA NA NA Distributors 484 NA NA NA NA NA Capacities 550,800 NA NA NA NA NA MTPA# Capacity Utilisation (%) 24.37% NA NA NA NA NA Volume Sold 134,226 NA NA NA NA NA MTPA# #Not annualized Fiscal 2025 (₹ in million, unless otherwise indicated) Particulars Amir Chand LT Foods KRBL Chaman GRM Sarveshw Jagdish Kumar Limited Limited Lal Setia Overseas ar Foods (Exports) Exports Limited Limited Limited Limited Financial KPIs Revenue from Operations 20,016.47 86,814.66 55,938.10 14,952.56 13,481.93 11,362.29 Gross Profit 3,048.29 29,412.03 13,794 3,281.27 2,241.21 1,241.67 Gross Margin (%) 15.23% 33.88% 24.66% 21.94% 16.62% 10.93% EBITDA 1,636.52 10,068.84 6,743.70 1,410.74 796 718.25 EBITDA Margin (%) 8.18% 11.60% 12.06% 9.43% 5.90% 6.32% PAT 608.22 6,118.01 4,760.50 1,028.80 612.36 269.19 PAT Margin (%) 3.04% 7.05% 8.51% 6.88% 4.54% 2.37% Return on Equity (%) 17.61% 16.81% 9.43% 14.22% 16.09% 9.68% Return on Capital 14.36% 21.77% 12.48% 18.03% 14.08% 13.17% Employed (%) Return on Assets (%) 4.29% 9.09% 7.83% 10.49% 7.29% 3.18% Debt-Equity Ratio 2.07 0.19 0.07 0.17 0.85 0.99 Total Debt 7,840.58 7,434.22 3,765.70 1,231.63 3,341.64 3,027.62 Interest coverage ratio 2.02 10.38 44.99 14.95 5.77 1.92 Current Ratio 1.25 1.85 6.26 4.70 1.80 1.51 Operational KPIs Domestic Revenue (%) 61.73% NA NA NA NA NA Export Revenue (%) 38.27% NA NA NA NA NA Inventory Days 157 236.77 363.85 1,023.97 125.68 345.11 Debtors Days 71 30.02 25.15 52.25 130.21 69.82 Creditors Days 20 1,975.18 6,652.95 3.51 25.98 97.66 Number of exporting 37 NA NA NA NA NA countries Number of registered 100 NA NA NA NA NA trademarks Distributors 475+ NA NA NA NA NA Capacities (in MT) 550,800 MTPA NA NA NA NA NA Capacity Utilisation (%) 24.37% NA NA NA NA NA Volume Sold 277,908 MTPA NA NA NA NA NA 138Fiscal 2024 (₹ in million, unless otherwise indicated) Particulars Amir Chand LT Foods KRBL Chaman GRM Sarveshw Jagdish Kumar Limited Limited Lal Setia Overseas ar Foods (Exports) Exports Limited Limited Limited Limited Financial KPIs Revenue from Operations 15,495.24 77,724.07 53,846.90 13,556.28 13,124.42 8,695.93 Gross Profit 2,494.82 24,942.94 13,847.70 3,037.59 1,880.55 816.42 Gross Margin (%) 16.10% 32.09% 25.72% 22.41% 14.33% 9.39% EBITDA 1,096.64 9,867.51 8,022.90 1,618.94 721.95 557.89 EBITDA Margin (%) 7.08% 12.70% 14.90% 11.94% 5.50% 6.42% PAT 304.05 5,975.99 5,958.60 1,156.36 607.19 167.80 PAT Margin (%) 1.96% 7.69% 11.07% 8.53% 4.63% 1.93% Return on Equity (%) 10.27% 19.20% 12.48% 17.49% 19.98% 7.19% Return on Capital 10.41% 23.26% 16.10% 21.84% 14.43% 11.79% Employed (%) Return on Assets (%) 2.56% 10.52% 10.35% 12.76% 7.81% 2.46% Debt-Equity Ratio 2.50 0.15 0.10 0.25 1.18 1.18 Total Debt 7,776.21 5,261.53 5,070.50 1,750.27 3,931.06 2,973.30 Interest coverage ratio 1.61 10.65 34.02 16.66 4.91 1.57 Current Ratio (%) 1.23 2.08 5.40 3.80 1.67 1.74 Operational KPIs Domestic Revenue (%) 46.82% 54.88% 75.02% 11.00% 22.58% 90.91% Export Revenue (%) 53.18% 45.12% 24.98% 89.00% 77.42% 9.09% Inventory Days 168 154 293 123 74 133 Debtors Days 75 32 20 48 123 76 Creditors Days 19 79 10 3 21 124 Number of exporting 37 52 90+ 90+ 37 25+ countries Number of registered 100 NA NA NA 3 NA trademarks Distributors 440+ 1400+ 850+ NA 270+ 75+ Capacities (in MT) 550,800 MTPA 2190 195 12 4,40,800 350 MT/day Tonnes/ho MT/hour MTPA MT/day ur Capacity Utilisation (%) 35.66% 0.75 NA NA NA NA Volume Sold 196,393 MTPA NA NA NA NA NA 139Fiscal 2023 (₹ in million, unless otherwise indicated) Particulars Amir LT Foods KRBL Chaman GRM Sarveshw Chand Limited Limited Lal Setia Overseas ar Foods Jagdish Exports Limited Limited Kumar Limited (Exports) Limited Financial KPIs Revenue from Operations 13,158.48 69,357.92 53,647.40 13,873.46 13,794.62 6,893.24 Gross Profit 2,101.11 23,583.30 15,798.40 3,289.94 2,431.38 633.36 Gross Margin (%) 15.97% 34.00% 29.45% 23.71% 17.63% 9.19% EBITDA 796.93 7,285.69 9,387.90 1,588.82 982.55 324.53 EBITDA Margin (%) 6.06% 10.50% 17.50% 11.45% 7.12% 4.71% PAT 174.96 4,227.58 7,009.80 1,176.68 628.62 78.01 PAT Margin (%) 1.33% 6.10% 13.07% 8.48% 4.56% 1.13% Return on Equity (%) 6.43% 17.10% 16.00% 23.12% 26.10% 4.14% Return on Capital 7.82% 18.78% 22.19% 27.31% 17.55% 8.14% Employed (%) Return on Assets (%) 1.58% 8.73% 13.56% 17.05% 8.66% 1.44% Debt-Equity Ratio 2.38 0.34 0.04 0.20 1.50 1.34 Total Debt 6,675.30 9,377.46 2,013.60 1,205.86 4,131.11 2,869.81 Interest coverage ratio 1.45 7.85 64.85 22.59 5.41 1.41 Current Ratio (%) 1.25 1.96 6.35 4.27 1.45 1.77 Operational KPIs Domestic Revenue (%) 30.67% 55.00% 64.00% 12.00% 55.00% 64.00% Export Revenue (%) 69.33% 45.00% 36.00% 88.00% 45.00% 36.00% Inventory Days 176 143 238 98 67 131 Debtors Days 86 34 20 43 107 104 Creditors Days 34 68 14 6 23 46 Number of exporting 37 37 90+ 80+ 37 90+ countries Number of registered 100 NA NA NA 3 NA trademarks Distributors 430 1300+ 750+ NA 210+ 500+ Capacities (in MT) 550,800 3 lakh 195 12 440,800 350 MTPA MTPA Tonnes/hour MT/hour MTPA MT/day Capacity Utilisation (%) 32.44% 0.80 NA NA NA NA Volume Sold 178,690 NA NA NA NA NA MTPA Comparison of KPIs based on additions or dispositions to our business. Our Company has not made any material acquisitions or dispositions to its business during the six months ended September 30, 2025 and Fiscal 2025, 2024 and 2023. 140V. Weighted average cost of acquisition. a) The price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on the primary/ new issue of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP Scheme and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the pre-issue paid- up share capital of our Company in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary Transactions”) are as follows: Our Company has not issued any Equity Shares or convertible securities, excluding the issuance of bonus shares, during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more that 5% of the paid-up share capital of our Company (calculated based on the pre-issue capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary Issuance”). b) Price per share of the Company (as adjusted for corporate actions, including bonus issuances) based on secondary sale or acquisition of equity shares or convertible securities (excluding gifts) where Promoters or members of the Promoter Group other shareholders with rights to nominate directors are a party to the transaction during the 18 months preceding the date of filing of this Prospectus, where the 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 ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”) There have been no secondary sales/ acquisitions of Equity Shares or any convertible securities, where the Promoters, members of the Promoter Group or Shareholder(s) having the right to nominate director(s) on our Board are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the paid up share capital of our Company (calculated based on the pre-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 (“Secondary Transactions”). Since there are no such transactions to report under ‘a’ and ‘b’ above, the following are the details of the price per share of our Company basis the last five primary or secondary transactions (secondary transactions where Promoters, members of the Promoter Group or Shareholder(s) having the right to nominate Director(s) on the Board, are a party to the transaction), not older than three years prior to the date of this Prospectus irrespective of the size of the transactions: (Remainder of this page has been intentionally left blank) 141Primary Transactions: Except as disclosed below, there are no primary transactions, in the last three years preceding the date of this Prospectus irrespective of the size of the transaction: Date of Nature/ Name (s) of allottee No. of Transaction Price Total Cost Weighte Allotm Reason of (s) and details of Equity as a % of per (₹) d ent Allotment Equity Shares Shares fully diluted Equity average allotted per allottee capital of Share cost of the (₹) acquisiti Company on (calculated based based on the on pre-issue primary capital issue of before such Equity transaction/ Shares s) (₹) August Preferential Allotment to 1 allotee, 13,158 0.24% 2,280 30,000,240 152* 24, Allotment namely, Ankit 2024 Jagdishbhai Agarwal for 13,158 Equity Shares Septem Preferential Allotment to 2 263,158 0.32% 152 40,000,016 152 ber 23, Allotment allottees, namely, a) 2024 Somani Ventures and Innovations Limited for 131,579 Equity Shares and b) Divya Deven Pathak for 131,579 Equity Shares August Preferential Allotment to 3 7,55,812 0.92% 172 12,99,99,664 172 20, Allotment allottees, namely, Adit 2025 Jain for 2,90,697 Equity Shares, Shrey Jain for 2,90,697 Equity Shares and c) Mamta Tulshyan for 1,74,418 Equity Shares Weighted Average Cost of Acquisition (WACA) (Primary Transactions) (₹ per Equity Share) 164.43 *As adjusted for bonus issue (Remainder of this page has been intentionally left blank) 142Secondary Transactions: Except as disclosed below, there have been no secondary transactions where our Promoters, Promoter Group, or shareholder (s) having the right to nominate director(s) on our Board are a party to the transaction, in the last three years preceding the date of this Prospectus: Date of No. Tra Form Nature/ Name of Category Name of Category Weighted Transf of nsfe of Reason of transferor of transferee of average cost er of Equ r consi transactio sharehol sharehol of Equity ity Pric derat n der der acquisition Shares Sha e ion based on res (₹) secondary transaction of Equity Shares (₹)* July 5, 90 560 Cash Transmissi Sushil Others Jagdish Promoter 0.41 2024 on Sehgal Kumar Suri July 5, 90 560 Cash Off- Narendra Others Rahul Suri Promoter 0.41 2024 Market Kumar transaction Sehgal August 10 560 Cash Off- Sushil Others Nishi Promoter 3.73 1, 2024 Market Sehgal Saigal Group transaction August 10 560 Cash Off- Narendra Others Satish Others 3.73 8, 2024 Market Kumar Saigal transaction Sehgal Decem 150 Nil NA Off- Satish Others Nishi Promoter 0 ber 3, Market Saigal Saigal Group 2024 transaction Weighted Average Cost of Acquisition (WACA) (Secondary Transactions) (₹ per Equity 0.75 Share) *As adjusted for bonus issue. VI. Weighted average cost of acquisition, floor price and cap price The Floor Price is 1.22 times and 268 times, and the Cap Price is 1.29 times and 282.67 times the weighted average cost of acquisition based on Primary Issuances and Secondary Transactions as disclosed below: Past Transactions Weighted average cost of Floor Price Cap Price acquisition (in ₹) (₹ 201) (₹ 212) WACA for Primary Issuances equal to or more Not Applicable that 5% of the pre-issue paid-up share capital of our Company WACA for Secondary Transactions equal to or Not Applicable more that 5% of the pre-issue paid-up share capital of our Company 143Since there were no Primary Transactions or Secondary Transactions of equity shares of the Company during the 18 months preceding the date of filing of this Prospectus, where either issuance or acquisition/ sale is equal to or more than five per cent of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), the information has been disclosed for price per share of the Company based on the last five secondary transactions where Promoters (also the Selling Shareholders) or the members of the Promoter Group shareholder(s) having the right to nominate director(s) in the Board of the Issuer Company, are a party to the transaction, during the last three years preceding to the date of filing of this Prospectus irrespective of the size of the transaction. Past Transactions Weighted average cost of Floor Price Cap Price acquisition (in ₹) (₹ 201) (₹ 212) Weighted average cost of acquisition of last 5 164.43 1.22 times 1.29 times transactions based on Primary issuances in last 3 years as set out above Weighted average cost of acquisition of last 5 0.75 268 times 282.67 times transactions based on Secondary Transactions in last 3 years as set out above As certified by Pramod K. Sharma & Co., the Statutory Auditors of our Company by way of their certificate dated March 28, 2026. Explanation for Issue Price / Cap Price vis-a-vis weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (as set out above) along with our Company’s key performance indicators and financial ratios for the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023 and in view of the external factors which may have influenced the pricing of the Issue, if any. • As per Company commissioned CARE Report, we rank 3rd among our peers in terms of revenue, we are among the few Indian branded rice players that have ventured into FMCG staples. • Well established and wide distribution network of over 431 distributors in India and 53 distributors globally enables us to efficiently penetrate major markets; • Strong international presence with exports to over 38 countries; • As per Company commissioned CARE Report, basmati rice enjoys a premium status and it being famous for its aroma and long grains, is one of the most prized varieties; • Integrated operations with well established quality control system and modern equipment including equipment imported from Japan, Germany and the United States; • Strategically located processing and packaging facilities in Delhi, Haryana and Amritsar are in close proximity to basmati producing regions of northern India including the basmati paddy mandis in the states of Haryana, Punjab and Madhya Pradesh; • As per Company commissioned CARE Report, Basmati rice from India has been granted a Geographical Indication (GI) tag, recognizing its unique identity and ensuring protection against counterfeit products in international markets. We procure our Basmati rice grown in regions of Punjab, Haryana, Himachal Pradesh, Western Uttar Pradesh and Jammu & Kashmir, which are granted GI tag; • Experienced management team with Promoters having over four decades of experience in the basmati rice industry in India; • Our Company has registered a total of 100 trademarks, including 70 in India and 30 across 26 countries, and 22 copyrights in India. For further details, see, “Our Business – Our Competitive Strengths” on page 219. The Issue Price of ₹212 has been determined by our Company in consultation with the BRLMs, on the basis of market demand from investors for Equity Shares, as determined through the Book Building Process, and is justified in view of the above qualitative and quantitative parameters. Investors should read the aforementioned information along with “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Restated Consolidated Financial Information” on pages 36, 212, 361 and 295, respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your investments. 144Confirmations Any special rights, post listing shall be subject to approval of the Shareholders by way of a special resolution, in a general meeting of the Company held post listing of the Equity Shares. 145STATEMENT OF SPECIAL TAX BENEFITS To, The Board of Directors, Amir Chand Jagdish Kumar (Exports) Limited 2735, Shop No.9, Mohan Lal Palace, Naya Bazar, Delhi – 110 006, India. (The “Company”) AND Emkay Global Financial Services Limited 7th Floor, The Ruby, Senapati Bapat Marg, Dadar (West), Mumbai – 400 028, Maharashtra, India. Keynote Financial Services Limited 9th Floor, The Ruby, Senapati Bapat Marg Dadar (West), Mumbai – 400 028, Maharashtra, India. (Emkay Global Financial Services Limited and Keynote Financial Services Limited referred to as the “Book Running Lead Managers” or the “BRLMs”) Re: Proposed initial public offering of equity shares of face value of ₹ 10 each (the “Equity Shares” and such offering, the “Issue”) of Amir Chand Jagdish Kumar (Exports) Limited (the “Company”) This report is issued in accordance with the Engagement Letter dated March 27, 2024 We, Pramod K. Sharma & Co. (Chartered Accountants) FRN. 007857C hereby report that the enclosed Annexure I prepared by the Company, initialed by us and the Company for identification purpose, states the possible special tax benefits available to the Company, and its shareholders, under direct and indirect taxes (together “the Tax Laws”), presently in force in India as on the signing date, which are defined in Annexure I. These possible special tax benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company, its material subsidiary and its shareholders to derive these possible special tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the Company and its material subsidiary may face in the future and accordingly, the Company, its material subsidiary and its shareholders may or may not choose to fulfill. The benefits discussed in the enclosed Annexure II cover the possible special tax benefits available to the material subsidiary of the Issuer and its shareholders under direct and indirect taxes. Further, the preparation of the enclosed Annexure II and its contents is the responsibility of the management of the Company and is not exhaustive. We were informed that the Statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the 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 proposed initial public offering of equity shares of the Company comprising a fresh issue of the Equity Shares by the Company particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the possible special tax benefits, which an investor can avail. Neither we are suggesting nor advising the investors to invest money based on this Statement. We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note 146requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Charted Accountants of India. 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. We do not express any opinion or provide any assurance as to whether: i) the Company, its material subsidiary and its shareholders will continue to obtain these possible special tax benefits in future; or ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/ would be met with. The contents of enclosed Annexures are based on the information, explanation and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to the Company and any other person in respect of this Statement, except as per applicable law. We hereby give consent to include this Statement in the Red Herring Prospectus (“RHP”), to be filed with SEBI, Stock Exchanges and any other regulatory or governmental authorities, and in any other material used in connection with the proposed Issue. The Statement is not to be used, referred to or distributed for any other purpose without our prior written consent. We confirm that the information included in this certificate are true, fair, correct, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable investors to make a well informed decision. We confirm that we will immediately communicate any changes in writing in the above information to the BRLMs until the date when the Equity Shares commence trading on the relevant stock exchanges. In the absence of any such communication from us, the BRLMs and the legal advisor, can assume that there is no change to the above information until the Equity Shares commence trading on the relevant stock exchanges pursuant to the Issue. This certificate may be relied on by the Book Running Lead Managers and the legal advisor in relation to the Issue in conducting and documenting their investigation of the affairs of the Company in connection with the Issue and for the purpose of any defence the Book Running Lead Managers may wish to advance in any claim or proceeding in connection with the Issue. We also consent to this certificate to be uploaded on the website, repository and, or, the database of the Stock Exchanges We also consent to the inclusion of this letter as a part of “Material Contracts and Documents for Inspection” in connection with this Issue, which will be available for public for inspection from date of the filing of the RHP until the 147Bid/ Issue Closing Date. We also consent to this certificate to be uploaded on the website, repository and, or, the database of the Stock Exchanges. This certificate may be relied on by the BRLMs, their affiliates and the legal counsel in relation to the Issue. All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Issue Documents. Yours faithfully, Pramod K. Sharma & Co. (Chartered Accountants) FRN 007857C CA Pramod Sharma (Partner) M. No.: 076883 UDIN: 26076883RVIAFO5681 Place: Bhopal Date: March 12, 2026 Encl: As above CC: Legal Counsel to the Issue M/s. Crawford Bayley & Co. 4th Floor, State Bank Buildings N.G. N. Vaidya Marg Fort, Mumbai 400 023 148ANNEXURE I STATEMENT OF TAX BENEFITS (DIRECT AND INDIRECT) STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA – INCOME TAX ACT, 1961 Outlined below are the special tax benefits available to Amir Chand Jagdish Kumar (Exports) Limited (“The Company”) and its Shareholders under The Income Tax Act,1961 (the “Act”) as amended by the Finance act, 2023 applicable from Financial Year 2019-20 and presently in force in India. A. Special tax benefits available to the company a) Provision of section 115BAA of the Act-Lower corporate tax rates on income of domestic companies. The Taxation Laws (Amendment) Act, 2019 introduced section 115BAA wherein domestic companies are entitled to avail a concessional tax rate of 22% (plus applicable surcharge and cess) on fulfilment of certain conditions. The option to apply this tax rate is available from FY 2019-20 relevant to AY 2020-21 and the option once exercised shall apply to subsequent assessment years. The concessional rate of 22% is subject to the Company not availing any of the following specified tax exemptions/incentives under the Act: • Deduction u/s 10AA: Tax holiday available to units in a Special Economic Zone; • Deductions available under the Chapter VI-A except under section 80JJAA and section 80M; • Deduction u/s 32 (1) (iia): Additional Depreciation; • Deduction u/s 32Ad: Investment allowance; • Deduction u/s 35AD: Deduction for capital expenditure incurred on specified businesses; • Deduction under certain sub-sections/clauses of Section 35: Expenditure on scientific research. The total income of a Company availing the concessional rate of 22% is required to be computed without set- off of any carried forward loss and depreciation attributable to any of the aforesaid deductions / incentives. A company can exercise the option to apply for the concessional tax rate in its return of income filed under section 139(1) of the Act. Further, provisions of Minimum alternate Tax (“MAT”) under section 115JB of the Act shall not be applicable to companies availing this reduced tax rate, thus, any carried forward MAT credit also cannot be claimed. The provisions do not specify any limitation / condition on account of turnover, nature of business or date of incorporation for opting for the concessional tax rate. Accordingly, all existing as well as new domestic companies are eligible to avail the concessional rate of tax. Based on the information provided by the management and representation given we state that: • The Company has opted for the lower corporate tax with effect from Financial Year 2020 – 2021. • The Company has opted for benefit available U/s. 115BAB i.e the reduced tax liability @ 22% (exclusive of SC and Cess) with effect from Financial Year 2020 – 2021. As per section 112A of the Income-tax Act, 1961 (‘the Act’), long-term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 10% (without indexation) of such capital gains subject to fulfillment of prescribed conditions under the Act as well as per Notification No. 60/2018/F. No.370142/9/2017-TPL dated 1 October 2018. It is worthwhile to note that tax shall be levied where such capital gains exceed INR 1,25,000. 149As per section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 15% subject to fulfillment of prescribed conditions under the Act. B. Special tax benefits available to the Shareholders of the Company There are no special tax benefits available to the Shareholders of the Company for investing in the equity shares of the Company. STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABE TO THE COMPANY AND ITS SHAREHOLDERS There are no special indirect tax benefits available to the company and its shareholders. Notes to the above: 1. This annexure is as per the Income Tax Act, 1961 as amended by the Finance Act, 2024 read with relevant rules, circulars and notifications applicable for the Financial Year 2024-25 relevant to the Assessment Year 2025-26, presently in force in India. 2. The tax benefits discussed in the Statement of Possible Special Tax Benefits are not exhaustive and is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax arising out of their participation in the Issue. 3. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under the relevant Double Tax Avoidance Agreement(s), if any, between India and the country in which the non- resident has fiscal domicile. 4. No assurance is provided that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. 5. This Annexure does not cover any general tax benefits available to the Company and its shareholders. 6. The above is as per the current Tax Laws. 7. The above Statement of Possible Special Tax Benefits sets out the provisions of Tax Laws in a summary manner only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and disposal of equity shares of the Company. 8. The Statement of Possible Special Tax Benefits are subject to several conditions and eligibility criteria which need to be examined for precise tax implications. 9. This Statement of Possible Special Tax Benefits does not discuss any tax consequences in any country outside India of an investment in the equity shares of the Company. The shareholders / investors in any country outside India are advised to consult their own professional advisors regarding possible income tax consequences that apply to them under the laws of such jurisdiction. 150ANNEXURE II STATEMENT OF DIRECT AND INDIRECT TAX BENEFITS STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABE TO THE MATERIAL SUBSIDIARY AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA – INCOME TAX ACT, 1961 Outlined below are the special tax benefits available to ACJK Foods Private Limited (“Subsidiary”) and its Shareholders under The Income Tax Act,1961 (the “Act”) the Taxation Laws (Amendment) Act, 2019 introduced section 115BAB and further amended by the Finance Act, 2023 applicable from the Financial Year 2019-20 and presently in force in India. A. Special tax benefits available to the Subsidiary a) Provision of section 115BAB of the Act-Lower corporate tax rates on income of domestic companies. The Taxation Laws (Amendment) Act, 2019 introduced section 115BAB wherein domestic companies are entitled to avail a concessional tax rate of 15% (plus applicable surcharge and cess) on fulfilment of certain conditions. The option to apply this tax rate is available from FY 2019-20 relevant to AY 2020-21 and the option once exercised shall apply to subsequent assessment years. The concessional rate of 15% is subject to the subsidiary not availing any of the following specified tax exemptions/incentives under the Act: • Deduction u/s 10AA: Tax holiday available to units in a Special Economic Zone; • Deductions available under the Chapter VI-A except under section 80JJAA and section 80M; • Deduction u/s 32 (1) (iia): Additional Depreciation; • Deduction u/s 32Ad: Investment allowance; • Deduction u/s 35AD: Deduction for capital expenditure incurred on specified businesses; • Deduction under certain sub-sections/clauses of Section 35: Expenditure on scientific research. The total income of a Subsidiary availing the concessional rate of 15% is required to be computed without set-off of any carried forward loss and depreciation attributable to any of the aforesaid deductions / incentives. A company can exercise the option to apply for the concessional tax rate in its return of income filed under section 139(1) of the Act. Further, provisions of Minimum alternate Tax (“MAT”) under section 115JB of the Act shall not be applicable to companies availing this reduced tax rate, thus, any carried forward MAT credit also cannot be claimed. The provisions do not specify any limitation / condition on account of turnover, nature of business or date of incorporation for opting for the concessional tax rate. Accordingly, all existing as well as new domestic companies are eligible to avail the concessional rate of tax. Based on the information provided by the management and representation given, we state that: • The Subsidiary has opted for the lower corporate tax with effect from Financial Year 2020 – 2021. • The Subsidiary has opted for benefit available U/s. 115BAB i.e the reduced tax liability @ 15% (exclusive of SC and Cess) with effect from Financial Year 2020 – 2021. As per section 112A of the Income-tax Act, 1961 (‘the Act’), long-term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 10% (without indexation) of such capital gains subject to fulfillment of prescribed conditions under the Act as well as per Notification No. 60/2018/F.No.370142/9/2017-TPL dated 1 October 2018. It is worthwhile to note that tax shall be levied where such capital gains exceed INR 1.25,000. As per section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 15% subject to fulfillment of prescribed conditions under the Act. 151B. Special tax benefits available to the Shareholders of the Subsidiary There are no special tax benefits available to the shareholders of the Subsidiary for investing in the equity shares of the Subsidiary. STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABE TO THE MATERIAL SUBSIDIARY AND ITS SHAREHOLDER There are no special indirect tax benefits available to either to the Subsidiary or its shareholder. Notes to the above: 1. This annexure is as per the Income Tax Act, 1961 as amended by the Finance Act, 2024 read with relevant rules, circulars and notifications applicable for the Financial Year 2024-25 relevant to the Assessment Year 2025-26, presently in force in India. (Notification No. 46 of 2019 (Dated 11 December, 2019) of The Taxation Laws (AMENDMENT) Act, 2019 2. This Annexure does not cover any general tax benefits available to the Company and its shareholders. 3. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under the relevant Double Tax Avoidance Agreement(s), if any, between India and the country in which the non-resident has fiscal domicile. 4. No assurance is provided that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. 5. The tax benefits discussed in the Statement are not exhaustive and is 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. 152SECTION V – ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise indicated, industry and market data used in this section has been derived from the report entitled “Industry Research Report on Rice Industry”, dated January 13, 2026, prepared by CARE, commissioned and paid for by our Company in connection with the Issue pursuant to an engagement letter dated April 16, 2025, as no report is publicly available which provides a comprehensive industry analysis, particularly for our Company’s products and services, that is similar to the Company commissioned CARE Report. The Company commissioned CARE Report was available on the website of our Company at www.aeroplanerice.com/investor-information/ from the date of the Red Herring Prospectus until the Bid/Issue Closing Date. CARE is an independent agency and is not related in any manner to our Company, its Promoters, Subsidiary, Directors, Key Management Personnel, members of Senior Management, or the BRLMs. The Company commissioned CARE Report has also been included in “Material Contracts and Documents for Inspection - Material Documents” on page 526. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information 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. Further, the Company commissioned CARE Report is not a recommendation to invest / disinvest in any company covered in the Company commissioned CARE Report. Accordingly, prospective investors should not place undue reliance on, or base their investment decision solely on this information. For further details, see “Risk Factors – Certain sections of this Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 74. Also see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation –Industry and Market Data” on page 74. h and Training Ltd Economic Outlook Global Economy Global growth, which reached 3.5% in CY23, stabilized at 3.3% for CY24 and projected to decrease to 3.2% 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 D G CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P CY30P World -2.7% 6.6% 3.8% 3.5% 3.3% 3.2% 3.1% 3.2% 3.2% 3.2% 3.1% Advanced Economies -3.9% 6.0% 3.0% 1.7% 1.8% 1.6% 1.6% 1.7% 1.7% 1.6% 1.5% Emerging Market and -1.8% 7.0% 4.3% 4.7% 4.3% 4.2% 4.0% 4.2% 4.1% 4.1% 4.0% Developing Economies Source: IMF – World Economic Outlook, October 2025; Notes; Notes: P-Projection, E-Estimated 153Table 1: GDP growth trend comparison - India v/s Other Economies (Real GDP, Y-o-Y change in %) Real GDP (Y-o-Y change in %) CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P CY30P India -5.8 9.7 7.6 9.2 6.5 6.6 6.2 6.4 6.5 6.5 6.5 China 2.3 8.6 3.1 5.4 5.0 4.8 4.2 4.2 4.0 3.7 3.4 Indonesia -2.1 3.7 5.3 5.0 5.0 4.9 4.9 5.0 5.0 5.1 5.1 Saudi Arabia -3.8 6.5 12.0 0.5 2.0 4.0 4.0 3.3 3.3 3.3 3.3 Middle East -2.3 4.7 6.4 2.6 2.6 3.5 3.8 3.8 3.7 3.7 3.7 Latin America -6.9 7.4 4.3 2.4 2.4 2.4 2.3 2.6 2.7 2.8 2.6 Brazil -3.3 4.8 3.0 3.2 3.4 2.4 1.9 2.2 2.3 2.4 2.5 Euro Area -6.0 6.4 3.6 0.4 0.9 1.2 1.1 1.4 1.3 1.2 1.1 United States -2.1 6.2 2.5 2.9 2.8 2.0 2.1 2.1 2.1 1.9 1.8 Source: IMF- World Economic Outlook Database (October 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. Indian Economic Outlook GDP Growth and Outlook Resilience to External Shocks remains Critical for Near-Term Outlook India’s economy continues to show rapid growth. In H1FY26, the country’s GDP grew by 8.0% compared to the same period last year, which saw a 6.1% increase. For the full year FY26, GDP is expected to grow by 7.3%, supported by rising rural demand, better job opportunities, and active business conditions. In FY25, provisional estimates show a growth of 6.5% (Rs 187.97 trillion), led by robust performance in manufacturing, construction, and financial services. Consumer spending rose by 7.6%, and government spending increased by 3.8%, both contributing to the overall growth. In FY24, India’s GDP grew by 9.2% (Rs 176.5 trillion), the highest in over a decade (excluding the pandemic year). Chart 2: Trend in Real Indian GDP growth rate 250.00 12.0% 9.7% 9.2% 10.0% 200.00 7.6% 7.3% 8.0%8.0% 6.5% 6.5% 6.1% 6.0% 1 1 0 55 0 00 . .. 00 0 000 3 9 .9 3 1 5 3 .5 4 13.9% 5 9 .6 3 1 2 2 .0 5 1 5 6 .1 6 1 1 5 .6 7 1 7 9 .7 9 6 .1 5 3 .9 8 2 5 .6 9 --024 42...0 00 .. 00%%% %% 8 0 -5.8% 1 2 -6.0% - -8.0% FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26F H1FY25 H1FY26 (FE) (FRE) (PE) Real GDP (in Rs trillion) Y-o-Y growth (in %) Source: MOSPI; Note: SAE- Second Advance Estimates, FRE – First Revised Estimates, FE – Final Estimate 154GDP Growth Outlook FY26 GDP Outlook: The RBI projects real GDP growth at 7.3% for 2025–26, driven by industrial and services sectors. The upward trajectory of growth is also due to income tax and goods and services tax (GST) rationalization, softer crude oil prices, increase of government capital expenditure, and facilitative monetary and financial conditions lower inflation rates. 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 year) Q3FY26P Q4FY26P Q1FY27P Q2FY27P 7.3% 7.0% 6.5% 6.7% 6.8% Source: Reserve Bank of India; Note: P-Projected Consumer Price Index The Consumer Price Index (CPI) for the April–November 2025 recorded a combined inflation rate of 1.8%, there was an increase of 46 basis points in November 2025 from October 2025. The increase in inflation in November 2025 was driven by increase in inflation of Vegetables, Egg, Meat and fish, Spices and Fuel and light. Chart 3: Retail Price Inflation in terms of index and Y-o-Y Growth in % (Base: 2011-12=100) 6.7% 7% ) r e 6.2% 5.6% 6% b m u n 4.8% 5.5% 5.4% 4.7% 5% ( 4% x e 3.4% d 3% n i e 2% c ir p 6 .9 3 .6 3 .5 8 .3 7 .4 1 .4 7 .2 3 .2 6 .5 1.8% 1% 3 4 5 6 7 8 9 9 9 lia 1 1 1 1 1 1 1 1 1 0% t e R 9 0 1 2 3 4 5 4 5 1 2 2 2 2 2 2 2 2 Y Y Y Y Y Y Y 'v 'v F F F F F F F o o N N - - r r p p A A Index number Y-o-Y growth in % Source: MOSPI The RBI maintained a ‘neutral’ monetary policy stance, continuing to signal confidence that India’s economic growth would remain resilient, underpinned by robust private consumption and sustained expansion in fixed capital formation, while also emphasising persistent external risks. The domestic demand conditions remain supportive even as global uncertainties prevail. On trade policy, the temporary pause on US tariff increases concluded in August 2025, and higher duties on certain Indian exports have since taken effect, although bilateral trade talks continue to manage tariff-related tensions. 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. 155Contribution of the 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. As of FY24, under PM-PRANAM, 14 states reduced chemical fertilizer use by 1.51 million tonnes, while PMFBY provided insurance coverage to over 61 million hectares and MSP hikes for Kharif 2024-25 ensured continued income support for farmers. 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 (PE) Source: MOSPI; Note: FRE – First Revised Estimates, FE– Final Estimate, SAE- Second Advance Estimates 1.5.1 Subsidies for fertilisers Fertilisers 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 season (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 ~14% to Rs 156,451 crore as compared to Rs 182,956 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. 156Chart 5: Subsidies provided to the fertiliser sector 3,00,000.0 2,50,000.0 5 .0 4 2,00,000.0 3 ,1 11 ,, 505 000 ,,, 000 000 000 ... 00 0 3 .4 4 1 7 .1 2 9 ,7 2 ,1 0 .6 0 8 ,3 5 ,1 5 ,2 5 .1 0 9 ,8 8 ,1 0 .6 5 9 ,2 8 ,1 0 .1 5 4 ,6 5 ,1 ,1 8 - FY20 FY21 FY22 FY23 FY24 FY25 FY26 Source: Union Budget FY26 document 1.5.2 Top States- Major Crops Production (2023-24) The major crops produced in the top 3 states in India in 2023-24 are: Table 3: Major crops state-wise production Food Grains: Crop State Production (Million Tonnes) Uttar Pradesh 15.99 Rice West Bengal 15.69 Telangana 16.87 Madhya Pradesh 22.58 Wheat Punjab 17.74 Uttar Pradesh 35.34 Karnataka 5.71 Maize Bihar 5.63 Madhya Pradesh 4.34 Rajasthan 8.09 Total Nutri/Coarse Karnataka 7.79 Cereals Madhya Pradesh 5.84 Madhya Pradesh 2.91 Gram Maharashtra 2.84 Rajasthan 1.92 Maharashtra 0.89 Tur Karnataka 1.02 Uttar Pradesh 0.40 Madhya Pradesh 5.97 Total Pulses Rajasthan 3.33 Maharashtra 4.01 Madhya Pradesh 41.47 Uttar Pradesh 60.29 Total Foodgrains Punjab 32.54 157Oilseeds: Crop State Production (Million Tonnes) Gujarat 4.64 Groundnut Rajasthan 2.03 Madhya Pradesh 0.98 Rajasthan 5.76 Rapseed & Mustard Uttar Pradesh 1.96 Madhya Pradesh 1.92 Madhya Pradesh 5.47 Soyabean Maharashtra 5.26 Rajasthan 1.17 Karnataka 0.07 Sunflower Haryana 0.03 Odisha 0.02 Rajasthan 9.37 Total Oilseeds Madhya Pradesh 8.58 Gujarat 7.28 Uttar Pradesh 215.81 Sugarcane Maharashtra 112.09 Karnataka 41.81 Gujarat 9.06 Cotton Maharashtra 8.05 Telangana 5.08 West Bengal 7.87 Jute & Metals Assam 0.67 Bihar 0.99 Source: India Budget, Economic Survey Note: 1. Data for the year 2023-24 is of the 3rd Advance Estimates 2. Cotton Production in Bales, 1 Bale = 170 Kg 3. Jute & Mesta Production in Bales, 1Bale=180 Kg 1.6 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 ysields, 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, India's economy remains relatively strong, with an IMF forecast of 6.6% GDP growth in CY25 (FY26 according to the fiscal year), compared to the global projection of 3.2%. Key drivers include strong domestic demand, government capital expenditure and moderate inflation. 158Public 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. The recent 56th meeting of the Goods and Services Tax (GST) Council announced some major changes in the existing GST structure. The focus is majorly on simplifying it to a two-tiered GST tax structure of 5% and 18%, phasing out the currently existing 12% and 28% slabs. There is also a de-merit tax rate for luxury and ‘sin’ goods at a 40% tax slab. These changes are typically aimed at increasing the disposable income and in turn boosting consumption, as well as promoting the ease of doing business. The GST rationalization is expected to be a positive step towards economic growth, stimulating private consumption and ease inflationary pressures. The recent revisions in income tax rates, coupled with the reduction in GST, are expected to result in savings of over Rs 2.5 lakh crore, which is likely further boost the consumption. 2 Overview of the Rice Industry 2.1 Overview of the Indian Agricultural Industry Agriculture continues to remain the backbone of the Indian economy Agriculture remains a cornerstone of the Indian economy, providing the primary source of livelihood for about 58% of the population. India boasts the world's largest cattle herd (buffaloes) and the largest areas planted for wheat, rice, and cotton. It is also the leading global producer of milk, pulses, and spices, and ranks as the second-largest producer of sugar, rice, fruits, vegetables, tea, farmed fish, sugarcane, wheat, and cotton. With the second-largest agricultural land area globally, the sector employs approximately half of the country's population, underscoring the vital role of farmers in sustaining the nation. The government's initiatives, such as supporting farmer-producer organisations, promoting crop diversification, and enhancing agricultural productivity through the Agriculture Infrastructure Fund, have significantly contributed to the industry's growth. Additionally, the Pradhan Mantri Kisan Samman Nidhi (PM-KISAN) scheme has provided income support to farmers, encouraging alternative income sources and increasing their resilience to weather-related shocks. A significant portion of India's agriculture depends on a timely and normal monsoon season, critical for ensuring adequate produce. Recognising this, the Government of India remains committed to the welfare of farmers. As per the Union Budget 2025-26, the Ministry of Agriculture and Farmers' Welfare has been allocated Rs. 1.27 lakh crore, reflecting a 2.9% decrease compared to Rs. 1.31 lakh crore in FY24-25. In the 2025-26 budget, several key initiatives have been announced to further bolster the agriculture sector: • Prime Minister Dhan-Dhaanya Krishi Yojana: A comprehensive program aimed at enhancing agricultural productivity and ensuring food security. • Rural Prosperity and Resilience Programme: A multi-sectoral initiative designed to boost rural employment, empower women, and incorporate best practices in the rural sector through assistance from multilateral agencies. • Mission for Aatmanirbharta in Pulses: A six-year mission focusing on achieving self-reliance in pulses, particularly Tur, Urad, and Masoor, to reduce import dependence. • Establishment of a Makhana Board in Bihar: Aimed at promoting the cultivation and marketing of makhana, benefiting local farmers and boosting regional economies. • National Mission on High-Yielding Seeds: An initiative to promote the use of high-yielding seed varieties, enhancing crop productivity and ensuring food security. 159• Second Gene Bank: Establishment of a gene bank housing 10 lakh germplasm lines to preserve genetic diversity and ensure future food and nutritional security. • Five-Year Mission for Cotton Productivity: A program aimed at promoting extra-long-staple cotton varieties, enhancing quality and yield. • Kisan Credit Card (KCC) Loan Limit Increase: The KCC loan limit has been raised from Rs. 3 lakhs to Rs. 5 lakhs, providing greater financial support to farmers. • 12.7 Lakh Metric Tons Urea Plant in Namrup, Assam: Establishment of a urea plant to meet the fertiliser needs of the region, supporting agricultural productivity. • Framework for Sustainable Harnessing of Fisheries: Special focus on the Andaman & Nicobar and Lakshadweep islands to promote sustainable fishing practices and boost the local economy. 2.2 Overview of Rice Industry The rice industry in India is a crucial component of the country's agricultural sector, economy, and food security. Rice is the most common staple food in many Asian countries, including India. India is one of the world's largest producers and consumers of rice. Rice cultivation is widespread across the country, with various regions specialising in different varieties. India cultivates a diverse range of rice varieties to cater to regional preferences and culinary traditions. It forms the primary source of nutrition for millions of people, particularly in states like West Bengal, Odisha, Bihar, Uttar Pradesh, and Tamil Nadu. Rice is consumed in various forms, including steamed rice, biryani, pulao, idlis, dosa, and more. Major rice-producing states include West Bengal, Uttar Pradesh, Punjab, Andhra Pradesh, Telangana, Tamil Nadu, Odisha, Bihar and Haryana. India is a major player in the global rice market as an exporter. Basmati rice, famous for its aroma and long grains, is one of the most prized varieties, with significant exports. Other popular varieties include Sona Masuri, Kolam, Mogra, Swarna, etc. The government imposes quality standards and regulations to maintain the reputation of Indian rice in the global market and implements various policies and schemes to support rice farmers. These include Minimum Support Prices (MSPs), subsidies on fertilisers and seeds, irrigation schemes, crop insurance, and infrastructure development. Rice is a water-intensive crop, and water scarcity poses a major challenge. Efficient water management and irrigation practices are essential to ensure sustainability. Efforts are underway to adopt modern agricultural practices, mechanisation, biotechnology, and precision farming techniques to improve rice production, yield, and quality. Research institutions and agricultural universities collaborate with farmers to develop high-yielding varieties, drought- resistant strains, and eco-friendly cultivation methods. There is ample scope to increase the productivity of rice in the country, as about 90% of the cultivated land belongs to marginal, small and medium farmers, which is another constraint in increasing the productivity of rice. The rice industry in India continues to evolve and adapt to changing circumstances. With the adoption of advanced technologies, sustainable practices, and supportive government policies, the Indian rice industry aims to enhance productivity, ensure food security, and maintain its competitive edge in the global market. 160Chart 6: Rice is a major crop in the Indian agriculture industry in terms of area under cultivation Area under Cultivation of Crops (In Lakh Ha) 514.23 327.61 254.86 120.17 128.64 72.10 39.8 6.05 12.29 4.42 Source: Ministry of Agriculture & Farmers Welfare Data for the year 2024-25 is as per the 3rd Advance Estimates released India's agricultural landscape is characterised by the cultivation of a wide range of crops, catering to both domestic consumption and international trade. Among these crops, rice holds a significant share of 35%, with substantial acreage dedicated to its cultivation, followed by wheat with a share of 22% and coarse cereals with a share of 17%. Apart from rice, India cultivates a diverse array of crops, including wheat, pulses, millets, oilseeds, sugarcane, cotton, fruits, and vegetables. The cultivation of these crops varies based on factors such as agro-climatic conditions, soil fertility, water availability, and market demand. 2.3 India’s Rice Different Varieties of Rice: India is home to numerous varieties of rice, each with its unique characteristics in terms of flavour, texture, aroma, and culinary use. Some of the most popular types of rice cultivated and consumed in India include: 1. Basmati Rice: Known for its distinctive aroma and long grains, Basmati rice is one of the most celebrated varieties in India, which caters to diverse preferences across different regions of the country. It is primarily grown in the foothills of the Himalayas in the states of Punjab, Haryana, and Uttar Pradesh. Primarily grown in the Himalayan foothills of Punjab, Haryana, and Uttar Pradesh, Basmati rice stands out as a highly favoured and desired variety with origins tracing back to the Indian subcontinent. Its cultivation requires meticulous care, involving precise water management, soil preparation, and harvesting techniques to maintain its exceptional quality and aroma. Basmati rice from India has been granted a Geographical Indication (GI) tag, recognising its unique identity and ensuring protection against counterfeit products in international markets. The GI tag covers Basmati rice grown in specific regions of Punjab, Haryana, Himachal Pradesh, Uttarakhand, Delhi, Western Uttar Pradesh, and Jammu & Kashmir. This designation reinforces India's stronghold over the global Basmati rice market and safeguards its authenticity. Basmati rice holds immense cultural significance in India, featuring prominently in traditional festivals, celebrations, and religious ceremonies. It is a staple ingredient in classic Indian dishes such as biryani, pulao, and pilaf, revered for their exquisite taste. As a leading producer and exporter of Basmati rice, India dominates the global market with its premium-quality grains. Basmati rice exports contribute significantly to India's agricultural economy, generating substantial revenue and foreign exchange earnings. The demand for Indian Basmati rice extends to international 161markets including the Middle East, Europe, North America, and Southeast Asia, where it is prized for its superior quality and aroma. 2. Jasmine Rice: The jasmine rice replicates the basmati rice quality in terms of taste and texture. Renowned for their aromatic qualities, both Basmati and jasmine rice are often considered interchangeable options. In India, there's a growing preference for Thai cuisine, and jasmine rice is the preferred choice to accompany these dishes, aligning perfectly with the flavours and aromas of Thai culinary delights. Jasmine rice, also known as Thai fragrant rice, is indigenous to Thailand, where it has been cultivated for centuries. Jasmine rice is a staple ingredient in Southeast Asian cuisines, particularly Thai, where it serves as the foundation for dishes like green curry, stir-fries, and rice bowls. Its fragrant aroma and tender texture complement a wide range of savoury and spicy flavours, making it an ideal accompaniment to various dishes. 3. Mogra Rice: Mogra is among the cheapest rice varieties in the market, known for its affordability, versatility and suitability for everyday meals. While it shares some similarities with premium varieties like Basmati in terms of aroma and texture, Mogra rice is distinct and widely appreciated for its practical use in a variety of dishes. Mogra rice typically features shorter grains compared to Basmati rice. It possesses a mild fragrance, making it a pleasant addition to daily meals without being overly aromatic. Mogra rice is cultivated in several parts of India, including Maharashtra, Gujarat, and Madhya Pradesh, where the climate and soil conditions are favourable. The cultivation involves standard paddy farming techniques with a focus on efficient water management and timely harvesting to ensure good quality grains. It is versatile enough for various rice dishes, including fried rice, pulao, and khichdi, providing a good balance of flavour and texture. It is widely available across India in local markets and supermarkets. 4. Indrayani Rice: Indrayani Rice is a highly esteemed variety of rice originating from the state of Maharashtra, India. It derives its name from the sacred Indrayani River in Maharashtra, where it has been cultivated for generations. This medium-grain rice variety thrives in the fertile plains of Maharashtra, particularly in regions with rich soil and adequate irrigation. Cultivating Indrayani rice requires careful attention to traditional farming techniques, including proper water management, soil preparation, and harvesting methods, to ensure optimal yield and quality. While this rice primarily refers to a specific variety cultivated in Maharashtra, similar medium-grain rice varieties are grown in other parts of India, each with its distinct flavour profile and culinary uses. This rice is a staple in many Maharashtrian households and is used in a variety of traditional dishes, where it is used to prepare traditional dishes such as Varan Bhaat (dal rice), Masale Bhaat (spiced rice), and Kheer (rice pudding). The rice's versatility and adaptability make it a beloved grain in Maharashtrian cuisine, cherished for its ability to elevate the flavours of various dishes. The cooking time for this variety of rice is very low, which means you need to be pretty quick in turning off the stove, in comparison to other rice varieties. 5. Kolam: Kolam rice, renowned for its unique characteristics and cultural significance, holds a special place in South Indian cuisine. This report provides an overview of Kolam rice, detailing its origins, cultivation, attributes, culinary uses, and cultural importance. Originating from the fertile paddy fields of Kerala, Kolam rice, also known as Kollam or Kaima rice, benefits from the region's tropical climate and ample rainfall. Cultivators use traditional and organic farming methods, including manual harvesting, to maintain their distinctive flavour and texture. Kolam rice is a staple in South Indian cuisine, particularly in Kerala, where it is used in traditional dishes like Malabar biryani, Kerala-style curries, and festive delicacies. Its soft texture and flavour-absorbing qualities make it ideal for rice-based dishes, soups, and desserts. Kolam rice is also integral to religious rituals, social gatherings, and daily meals, symbolising prosperity and hospitality. Notably, its small, spongy grains emit a floral aroma when cooked, making it a popular choice for sweet Pongal and other everyday dishes. 6. Regular White or Polished Rice: Regular white rice, also known as polished rice, is one of the most commonly consumed types of rice worldwide. It undergoes a refining process that removes the husk, bran, and germ, resulting in a milled, white grain. This process extends its shelf life and enhances its cooking qualities. White rice has a polished, bright white appearance, with uniform, medium-to-long grains. It has a mild, neutral flavour that readily absorbs the flavours of other ingredients in a dish. White rice is cultivated in various regions around the world, including Asia, North and South America, and parts of Africa. Major producers include China, India, Indonesia, and the United States. 1627. Sugandha: Sugandha Rice is a premium variety of long-grain rice known for its exceptional aroma and high quality. Often compared to Basmati rice, sugandha rice is appreciated for its distinct flavour, fragrance, and versatility in culinary applications. Sugandha rice features long, slender grains that elongate significantly when cooked, similar to Basmati rice. When cooked, sugandha rice grains are fluffy and separate, providing a light and airy texture. Sugandha rice is predominantly grown in the northern states of India, including Haryana, Punjab, and Uttar Pradesh. These regions offer ideal conditions for its cultivation, such as fertile soil and a suitable climate. The cultivation of sugandha rice involves advanced agricultural techniques, including the use of high-quality seeds, proper irrigation, and effective pest management to ensure optimal yield and quality. There is a significant demand for sugandha rice in international markets, particularly in the Middle East, Europe, and North America. Its premium quality and aromatic properties make it a favoured choice among consumers abroad. 8. Parboiled Rice: Parboiled Rice is a partially precooked rice that undergoes a unique processing method involving soaking, steaming, and drying the rice while it is still in its husk. This process alters the rice's texture, nutritional content, and cooking properties, making it a popular choice in many parts of the world. Parboiled rice has a slightly yellowish or amber colour due to the parboiling process, which changes the hue of the rice kernels. Parboiled rice retains more nutrients compared to regular white rice because the parboiling process drives some of the vitamins and minerals from the bran into the grain. It is often richer in vitamins like B6 and B12, and minerals such as magnesium and zinc. Eligibility of a Rice Variety to be Notified as Basmati According to the provisions of the Seed Act, 1966, and the recommendations of the Central Sub Committee on Crops, Standards, Notification, and Release of Varieties for Agricultural Crops, established by the Central Seed Committee under Section 3 of the Seed Act, 1966, the following standards have been established to determine and classify a rice variety as Basmati. According to the Indian Agricultural and Processed Food Products Export Development Authority (APEDA), a rice variety is eligible to be called basmati if it has Table 4: Primary Basmati Quality Characteristics S. No. Parameters Value 1 Minimum average precooked milled rice length (mm) 6.6 2 Average precooked milled rice breadth (mm) ≤ 2 3 Minimum length/breadth ratio of precooked milled rice (L/B Ratio) 3.5 4 Minimum average cooked rice, length (mm) 12.0 Minimum cooked rice length/precooked rice length ratio or 5 1.7 Minimum elongation ratio 6 Average volume expansion ratio > 3.5 Present (Qualitative sensory 7 Aroma analysis as Panel Test*) The texture of cooked grain for high integrity (without bursting the Present (Qualitative sensory 8 surface), non-stickiness, tenderness, good taste and good mouthfeel analysis as Panel Test*) Source: APEDA Note 1: The grain sample for analyses will necessarily have to be ‘aged’ for three months under protected conditions at normal room temperature as a milled kernel *: As per standardised protocol (Directorate of Rice Research, Hyderabad) 163Cultivation of Basmati Rice Special Status of Basmati Basmati rice holds a unique position in rice cultivation due to its excellent cooking and eating qualities. Basmati rice is renowned for its distinctive aroma, flavour, and ability to elongate more than twice its original size when cooked. These distinct characteristics result from specific harvesting, processing, and geographical conditions. The GI tag acknowledges the unique nature and origin of the Basmati rice genome, establishing it as a distinct brand and identity linked to its country of origin. Basmati rice is cultivated in the Himalayan foothills of the Indian subcontinent and is protected under Geographical Indications 1(GI). In India, the GI designation covers seven states: Western Uttar Pradesh, Punjab, Haryana, Uttarakhand, the Jammu division of Jammu and Kashmir, Himachal Pradesh, and Delhi. Seed production of Basmati rice is restricted to these designated GI areas. The cultivation of Basmati rice demands meticulous care and expertise. Recommended Practices for Satisfactory Yield To achieve satisfactory yields of Basmati rice, the following practices are recommended: • Timely Sowing and Transplanting: Ensure adherence to the recommended schedule for better quality rice. • Avoid Mixing Varieties: Maintain the purity of Basmati varieties by preventing mixing. • Insect-Pest Management: Regularly monitor insect-pest populations and apply recommended control measures. • Disease Management: Basmati varieties, particularly Pusa Basmati 1121, are susceptible to foot rot disease. Use only disease-free seeds and apply seed treatments to prevent seed-borne diseases. Climatic Requirements Basmati varieties, like semi-dwarf rice varieties, thrive in conditions of prolonged sunshine, high humidity, and assured water supply. Superior cooking and eating characteristics are achieved when the crop matures in relatively cooler temperatures. High temperatures during the grain-filling period can negatively impact the quality features of Basmati rice, such as kernel elongation and the non-stickiness of cooked rice. The cultivation of Basmati rice demands meticulous care and expertise. Farmers follow traditional methods, respecting the natural rhythms of the land. The sowing, nurturing, and harvesting processes are guided by experience and passed down through generations, ensuring the authenticity and quality of the grain. Notified Basmati Varieties as per APEDA (August 31st, 2022) India cultivates various Basmati rice varieties, each with its unique characteristics and flavour profiles. Some popular varieties include Traditional Basmati, Pusa Basmati, 1121 Basmati, 1509 Basmati, etc. These varieties differ in grain length, aroma intensity, cooking qualities, and suitability for different culinary applications. So far, 45 varieties of Basmati rice have been notified under the Seeds Act, 1966. These are Basmati 217, Punjab Basmati 1 (Bauni Basmati), Basmati 386, Punjab Basmati 2, Punjab Basmati 3, Basmati 370, Haryana Basmati 1, Taraori Basmati (HBC 19), Type 3 (Dehraduni Basmati), Pant Basmati 1 (IET 21665), Pant Basmati 2 (IET 21953), Kasturi, Mahi Sugandha, Basmati CSR 30 (After amendment), Malviya Basmati Dhan 10-9 (IET 21669), Ranbir Basmati, Basmati 564, Pusa Basmati 1, Pusa Basmati 1121 (After amendment), Pusa Basmati 1509 (IET 21960), Pusa Basmati 6 (Pusa 1401), Pusa Basmati 1609, Pusa Basmati 1637, Pusa Basmati 1728, Vallabh Basmati 22, Vallabh Basmati 21 (IET 19493), Vallabh Basmati 23, Vallabh Basmati 24, Pusa Basmati 1718, Punjab Basmati 4, Punjab Basmati 5, Haryana Basmati 2, Pusa Basmati 1692, Jammu Basmati 118, Jammu Basmati 138, Jammu Basmati 129, 1 Geographical Indications (GI) are a form of intellectual property rights that identify a product as originating from a specific geographical location, which endows the product with unique qualities, reputation, or characteristics. In the context of rice, GI tags help protect and promote traditional rice varieties that have distinct attributes linked to their place of origin 164Jammu Basmati 123, Pusa Basmati 1847, Pusa Basmati 1885, Pusa Basmati 1886, Pusa Basmati 1985, Pusa Basmati 1979, Pusa Basmati 1882, Punjab Basmati 7. Rice Cultivating Districts of India Haryana and Punjab: The Basmati bowl of India Haryana and Punjab •Karnal, Panipat, Kurukshetra, Kaithal, Amritsar, Fategarh, Gurdaspur, Basmati Hoshiarpur, Jalandhar, Patiala, Sangrur, Roopnagar Himachal Pradesh •Kangra, Solan, Una, Mandi, Sirmour Rajasthan •Bundi Uttar Pradesh •Saharanpur, Muzaffarnagar, Pilibhit, Bareilly, Bijnor, Moradabad, Jyotibaphule Nagar, Rampur, Sitapur & Rae Bareli Uttarakhand •Udham Singh Nagar, Haridwar and Dehradun Source: Industry Sources 2.4 Growth Potential Factors that are driving the growth of the Basmati rice industry are as follows: 1. Export Opportunities: India is the largest exporter of Basmati rice globally, with countries like Iran, Saudi Arabia, Iraq, UAE, etc. being major importers. The growing demand for Basmati rice in international markets presents significant export opportunities for Indian farmers and exporters, driving the expansion of Basmati rice cultivation. 2. Increasing Demand: Basmati rice enjoys high demand both domestically and internationally due to its various characteristics. With rising incomes, changing dietary preferences, and increasing awareness of healthy eating habits, the demand for Basmati rice is expected to continue growing in India. HORECA (Hotel, Restaurant and Catering), encompassing the hotel and food service sectors, relies on Basmati rice as a staple ingredient due to its widespread popularity among consumers. Restaurants and hotels consistently face high demand for Basmati rice, driving up production and sales within the market. This surge in demand plays a pivotal role in fuelling the growth of the Basmati rice market. 3. Premium Pricing: Basmati rice commands premium prices in both domestic and international markets compared to other rice varieties. This premium pricing offers lucrative returns for farmers and incentivises them to expand Basmati rice cultivation. 4. Geographical Expansion: Basmati rice cultivation traditionally concentrated in states like Punjab, Haryana, Uttar Pradesh and parts of Bihar. However, there is potential for the geographical expansion of Basmati rice cultivation to other regions with suitable agro-climatic conditions. States like Uttarakhand, Jammu and Kashmir, Himachal Pradesh, and West Bengal etc. are exploring Basmati rice cultivation, further enhancing its growth potential. 1655. Sustainable Practices: There is increasing emphasis on sustainable agricultural practices, including organic farming and water-saving techniques, in Basmati rice cultivation. Adoption of sustainable practices not only ensures environmental conservation but also enhances the quality and marketability of Basmati rice, contributing to its growth potential. 6. Growth in Per-Capita Consumption and the Shift towards Packaged Rice: There has been a noticeable rise in per-capita consumption of rice alongside a notable shift towards packaged varieties. This trend indicates a growing preference among consumers for convenient, pre-packaged rice options. A robust economy and rising income enable more people to opt for quality rice, especially the basmati variety. Moreover, people tend to adapt to changing lifestyles. 7. Convenience/Online Store: Convenience stores are designed to provide people with various essential items for daily living, including financial services, food, groceries, fuel, and more. Now, convenience stores worldwide are expanding their inventory to include Basmati products. This trend is driving up sales rates and significantly boosting revenue within the industry. Following the pandemic crisis, there has been a notable surge in the trend of online ordering for food and groceries. Additionally, the proliferation of e-commerce platforms and quick commerce services has further facilitated people in purchasing Basmati rice and other essentials from their homes, ensuring faster deliveries and enhanced convenience. 8. Government Support: The Indian government provides various support schemes and incentives to promote Basmati rice cultivation. This includes Minimum Support Prices (MSPs), subsidies on seeds, fertilisers, and irrigation, crop insurance, infrastructure development, and export promotion initiatives. Government support encourages farmers to invest in Basmati rice cultivation and contributes to its growth. 9. Increased Awareness Through Branding and Marketing: Growing consumer awareness, driven by branding and marketing efforts, has led to a shift towards organised players in the Basmati rice market. Leading brands are leveraging digital campaigns, packaging innovations, and certifications (such as GI tagging and organic labelling) to build trust and attract consumers. This has boosted demand for branded Basmati rice over unbranded alternatives, enhancing market growth and premiumization. Overall, the growth potential of Basmati rice in India is promising, fuelled by increasing demand, export opportunities, technological advancements, government support, geographical expansion, brand recognition, and sustainable practices. Continued focus on these factors can further propel the growth trajectory of Basmati rice cultivation in India. 2.5 Domestic Challenges • Government Restrictions on Rice Exports: India has imposed several restrictions on rice exports over the years to balance domestic supply and price stability. In July 2023, the government banned non-basmati white rice exports to control inflation, followed by a 20% export duty on parboiled rice. Additionally, a Minimum Export Price (MEP) of $950 per tonne was introduced for basmati rice to stabilise the domestic market. Earlier, between 2007 and 2011, India had also banned non-basmati rice exports due to concerns over food security. These frequent policy changes create uncertainty for exporters and global buyers, impacting India’s position as the leading rice exporter. • Availability of Rice from Mandis: The availability of rice at Mandis fluctuates due to various factors, including seasonal supply, procurement delays, and weather conditions. Erratic monsoons and labour shortages often lead to inconsistent arrivals, affecting mandi prices. Farmers also prefer selling to private traders instead of government agencies due to quicker payments and fewer procurement formalities. Additionally, mandi fees and transportation costs vary across states, leading to regional price disparities that impact supply chain efficiency. • Quality Issues: Quality concerns remain a significant challenge in both domestic and export markets. Indian rice sometimes faces issues related to moisture content, broken grains, and pesticide residues, which can lead to rejections in international markets. Several shipments to the EU and the Middle East have been turned away due to excessive pesticide levels. Additionally, the lack of standardisation and grading mechanisms affects the marketability of Indian rice, making it difficult for exporters to command premium prices. 166• MSP vs. Export Market Prices: The Minimum Support Price (MSP) for paddy in FY25 was set at Rs. 2,300 per quintal for the common variety. However, global rice prices often remain lower than the MSP, making Indian rice less competitive in export markets. This price disparity forces exporters to either seek government subsidies or operate at lower margins, reducing India's competitiveness against countries like Thailand and Vietnam, where production costs are lower. • Storage Issues & Supply Shortages: Inadequate storage facilities pose a major problem for both farmers and the government. Due to limited warehousing infrastructure, farmers are often forced to sell their produce immediately after harvest at lower prices. Additionally, government warehouses face spoilage and wastage due to improper storage conditions. The lack of efficient procurement and distribution networks leads to supply shortages, impacting both domestic consumption and export commitments. 2.6 Extent of Competition The rice industry in India faces significant competition domestically and internationally. By focusing on quality, innovation, and strategic policies, India can maintain its position as a leading rice producer and exporter. Domestic Competition: The competition in India's rice industry is multifaceted, involving a diverse mix of small, medium, and large players competing on various fronts such as price, quality, product differentiation, and branding. Regional preferences and the export market add further complexity. Success in this competitive landscape depends on innovation, quality assurance, and strategic marketing. 1. Climate Change: Variations in rainfall patterns, heatwaves, and extreme weather events can disrupt rice production in India, impacting its ability to compete in the global market. 2. Fragmentation: The Indian rice market is highly fragmented, with numerous small and medium-scale farmers contributing to overall production. This fragmentation can make it challenging to maintain consistent quality standards and compete with larger players in the market. Thus, the rice industry comprises a wide array of market players, including: • Small-Scale Farmers: These players focus on local markets and often produce traditional and speciality varieties of rice, catering to regional tastes and preferences. • Medium-Sized Enterprises: These companies operate at regional levels, supplying rice to both local and neighbouring states. They typically have a mix of traditional and hybrid varieties. • Large Corporations: Big players like LT Foods (Daawat), KRBL Limited (India Gate), Amir Chand Jagdish Kumar (Aeroplane Rice), Kohinoor Foods Limited (Kohinoor) and Chaman Lal Setia Exports (Maharani) dominate the market with extensive distribution networks, advanced processing facilities, and strong brand recognition. 3. Product Differentiation: The competition is also driven by the variety of rice products available in the market, including Basmati Rice which is known for its aroma and long grains, basmati rice is a premium segment with significant export potential while Non-Basmati Rice, which comes in all different shapes and sizes (i.e. long, short, thick and slender) with no aroma, includes a wide range of varieties catering to domestic consumption, with lower price points compared to basmati. Moreover, increasing health consciousness has led to a rise in demand for organic, brown, and speciality rice varieties, prompting players to diversify their offerings. 4. State Procurement: The Indian government's Minimum Support Price (MSP) program aims to ensure a minimum income for farmers but can also create competition between private millers and government procurement agencies for paddy (unmilled rice). Seasonal fluctuations and changes in consumer demand impact pricing strategies. 5. Quality and Branding: Quality and branding play crucial roles in differentiating products in the competitive rice market. Key strategies include quality assurance, which aims to ensure high standards through quality control measures and certifications (e.g., organic certification), building brand loyalty through consistent quality, effective marketing, and strong distribution networks and innovation involving the introduction of fortified, flavoured, or quick-cook rice products to meet changing consumer preferences. 1676. Interstate Competition: Rice-producing states in India compete with each other for domestic market share. This can lead to price fluctuations depending on regional surpluses or deficits. Major rice-producing states in India include West Bengal, Uttar Pradesh, Andhra Pradesh, Punjab, Haryana, Tamil Nadu, Odisha, and Bihar. International Competition: 1. Major Exporters: India is the world's leading rice exporter, supplying over 150 countries. However, it faces competition from other major players like Vietnam, Thailand, and Pakistan, as these countries offer different rice varieties and may have lower production costs in some cases. 2. Trade Policies: International trade policies, including tariffs and export restrictions, can significantly impact the competitiveness of Indian rice in the global market. For example, export restrictions imposed by India to ensure domestic food security can make Indian rice less attractive to international buyers. 3. Competitors: In the Asia Pacific region, which is the largest consumer and producer of rice, countries like India, China, Indonesia, and Bangladesh are major competitors. These countries possess abundant rice resources and actively participate in both domestic and international markets. 4. Quality and Price: Indian rice needs to compete on both quality and price in the global market. While basmati rice enjoys a premium status, non-basmati varieties need to offer competitive pricing and consistent quality to sustain market share. 5. New Rice Varieties: Other rice-producing countries might develop new high-yielding or climate-resistant rice varieties, posing a challenge to Indian rice competitiveness. Global and Indian Rice Industry Global Rice Industry India’s Dual Role as Top Exporter and Major Producer The global rice industry is a critical segment of the agricultural sector, significantly contributing to food security, economic stability, and cultural traditions worldwide. Rice is a fundamental dietary staple which sustains millions of people globally. Asia is the epicentre of global rice production, with China, India, Indonesia, Bangladesh, Vietnam, and Thailand at the forefront. These countries benefit from favourable climatic conditions and have a long history of rice cultivation. Currently, India and China collectively account for more than half of the world's rice output. Supplying over half of the global population, nearly 83% of the world's rice is produced by just ten countries. Global rice consumption is steadily increasing, driven by population growth, particularly in Asia and Africa. The productivity of rice cultivation has been significantly enhanced by technological advancements, including the development of high-yield varieties and improved irrigation techniques. These innovations have been pivotal in meeting the rising demand for rice, ensuring food security for a substantial portion of the global population. Rice is a staple food for over half of the world's population, especially in Asia, where it forms a substantial part of the daily diet. In this region, rice constitutes a significant portion of the daily diet, reflecting its importance not only as a food source but also as a cultural cornerstone. Climate change and extreme weather events threaten rice production, impacting harvests and causing price fluctuations. Trade disruptions due to geopolitical tensions and logistical hurdles can affect rice availability and affordability. International trade in rice is crucial for food security. While other countries may cultivate basmati rice varieties, Indian basmati has Protected Geographical Indication (PGI) status, ensuring its authenticity and quality. 168Chart 7: China and India dominate the Global Rice Production during Marketing Year 2024-25 Top Global Rice Producers 1,50,000 1,45,280 ) T M 0 0 0 n I ( 36,600 34,600 26,950 20,550 12,350 11,900 9,750 8,470 Source: United States Department of Agriculture (USDA) Over 541.51 million metric tonnes (mmt) of milled rice were produced in the 2024-25 harvesting year at a global level, with India accounting for most of the upward revision. As per the USDA report, global rice production is estimated to have surged by 541.6 mmt in the marketing year 2025-26, as against the previous 2024-25 by 541.51 mmt. Therefore, production is projected to reach a record high, driven by larger yields in Asia, particularly with increased production forecasts for Bangladesh and Pakistan, more than offsetting reductions for countries like Indonesia, Thailand and Japan. Global consumption is also anticipated to hit a new record, mainly fuelled by strong growth in India, Bangladesh, and the Philippines. Chart 8: India is the largest exporter of rice to the world (MY 2024-25) Exports (000 MT) Percent of World Exports % in MY 2024-25 2% India 2% 1% 2% Vietnam 5% Thailand 6% Pakistan 40% 10% Cambodia United States 12% 12% Burma Brazil Uruguay MY 2023-24 MY 2024-25 Source: United States Department of Agriculture (USDA) During MY 2023-24, out of total global exports of 56.8 million metric tonnes, India had the highest export volume of rice worldwide, at 14.4 million metric tonnes, followed by Thailand with about 9.9 million metric tonnes of rice. Whereas during MY 2024-25, out of total global exports of 60.6 million metric tonnes, export volume from India increased by 70% with retained the highest share amongst other countries and Pakistan offsetting the same. Collectively, India, Thailand, Vietnam and Pakistan accounted for 74% of the dominant share globally during MY 2024-25. These countries export various types of rice, including jasmine, basmati, and parboiled rice. Thailand and Vietnam are known for their high-quality aromatic rice varieties, while India is famous for basmati rice. Rice 169cultivation is highly susceptible to changes in weather patterns, including droughts, floods, and rising temperatures, which can affect yields. Efforts are being made to develop climate-resilient rice varieties and sustainable farming practices. Chart 9: Top Global Importers of Rice with % Share (MY 2024-25) Imports ('000 MT) Percent of World Imports (%) in MY 2024-25 Philippines 3% 3% Vietnam 3% 9% Nigeria 4% 6% 4% 5% European 4% 4% Union Iraq MY 2023-24 MY 2024-25 Source: USDA The Philippines, Vietnam, Nigeria, the European Union and Iraq collectively accounted for 28% share of imports at global level during MY 2024-25 and import substantial quantities to supplement their domestic supply. Countries in Africa and the Middle East are significant importers of rice due to their insufficient domestic production to meet demand. Price fluctuations in the global rice market can have significant impacts on food security and economic stability, particularly in rice-dependent countries. Trend in the Indian Rice Industry A better monsoon forecast will propel rice production in India. Rice is the primary staple food crop cultivated nationwide, forming an essential part of the diet. India is the world’s second-largest producer of rice and has witnessed significant growth in rice production over the years. According to the Ministry of Agriculture & Farmers Welfare, the total food grain production in the country as per the 2nd advanced estimates for 2024-25, was estimated at 3,309.19 lakh tonnes, which is lower by 13.8 lakh tonnes than the production of food grains of 3,322.98 lakh tonnes achieved during 2023-24. Out of total food grain production, production of rice constituted a 41.2% share amongst the other crops (Wheat, Maize, Pulses, Tur, etc). Predominantly harvested in the fall, rice is a kharif season crop, requiring substantial water during transplanting and early growth stages, which the southwest monsoon (June-September) provides. The planting and growth of rice in India depend heavily on the arrival of the southwest monsoon in June or early July and its continuation through September. Trend of Rice Area under Cultivation and Yield India has a total rice cultivation area of 478 Lakh Hectares as of 2023-24, hovering under irrigated as well as rainfed conditions, which signifies a substantial portion of the country’s total agricultural land, indicating the crop's importance in the agrarian economy. The rainfed areas are often affected by vagaries of the monsoon, making them more fragile. The area under rice cultivation has seen a consistent increase with minor fluctuations over the years, growing by 12% to 478 Lakh Hectares in 2023-24 as against 428 Lakh Hectares in 2012-13. Similarly, yield is increased by 17% to 2,882 Kg per Hectare in 2023-24 as against 2,461 Kg per Hectare in 2012-13. Supportive government policies, including subsidies, minimum support prices (MSP), and expanded irrigation through schemes like the Pradhan Mantri Krishi Sinchayee Yojana (PMKSY), have improved land suitability for rice farming. Investments in rural infrastructure, such as storage, transportation, fertiliser management, and crop insurance, have 170encouraged farmers to expand rice cultivation. High-yield and hybrid rice varieties offer higher returns, motivating farmers to increase cultivation areas. Improved transportation and market access further enhance farmers’ ability to sell their produce efficiently, supporting economic stability. Chart 10: Trend of Rice Area under Cultivation and Yield 490 478 3,500 478 480 463 3,000 470 ) a H h 460 458 2,500 ) a H / k a L n i( a e r 444 345 000 428 440 439 435 440 438 442 437 112 ,,, 050 000 000 g K n i( d le iY A 420 1 4 0 0 4 6 8 2 7 8 8 2 6 2 9 0 9 7 3 2 1 9 3 8 500 410 4 4 3 4 4 5 6 7 7 7 8 8 ,2 ,2 ,2 ,2 ,2 ,2 ,2 ,2 ,2 ,2 ,2 ,2 400 0 Yield (in Kg/Ha) Area (in Lakh Ha) Source: Department of Agriculture and Farmers Welfare Note: Annual Report 2024-25 of the Department of Agriculture and Farmers Welfare The Indian government has implemented several policies to promote rice cultivation, including subsidies for seeds, fertilisers, and machinery. Schemes such as the National Food Security Mission (NFSM) and the Rashtriya Krishi Vikas Yojana (RKVY) focus on boosting rice production. These combined efforts have led to the expansion of rice cultivation areas and increased yields, effectively meeting the growing demand for this staple crop and ensuring not only food security for the nation but also contributing to the livelihoods of millions of farmers across the country Trends in Supply of Rice The production of rice is influenced by factors like climate, soil quality, and agricultural practices. The trend in rice supply in India has shown a consistent increase in both Kharif and Rabi seasons, with a few fluctuations. From 2014- 15 to 2020-21, rice production in both seasons rose steadily. During this period, Kharif rice production increased from 914 lakh tonnes to 1,052 lakh tonnes, while Rabi rice production increased from 141 lakh tonnes to 192 lakh tonnes. For 2024-25, total rice production is estimated at 1,491 lakh tonnes (rise by 8% as against the previous year) due to favourable monsoon rains and optimal weather, which improved soil moisture and expanded sowing areas for Kharif crops. Enhanced conditions also supported higher yields and extended cultivation into the Rabi and summer seasons, with intermittent Rabi rainfall further boosting overall agricultural output. These combined factors develop the substantial gains observed in rice production across both seasons. 171Chart 11: Rice production in India commands a significant 42% share among other crops during FY25 1,49 1,24 1,29 1,35 1,37 1157 s e n 1 5, 10 45 1 1 4, 10 34 0 1 7, 10 39 4 1 8, 11 52 6 1 51,1 46 4 1 91, 61 68 4 192 5 185 8 150 8146 n o T h k a L n I 4 1 9 4 1 9 3 6 9 1 7 9 0 2 0 ,1 3 2 0 ,1 2 5 0 ,1 0 1 1 ,1 5 0 1 ,1 3 3 1 ,1 9 1 2 ,1 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-242024-25* Kharif Rice Rabi Tice Source: Department of Agriculture & Farmers Welfare (DA&FW) *: Third Advance Estimates of Production of Food Grains for 2024-25 Note: Total production number for 2023-24 also includes summer crop production of 100 lakh tonnes along with Rabi and Kharif Rice An above-normal southwest monsoon for the current year has brightened the prospects of agriculture and rural demand. However, much would depend on the geographical spread of rainfall during the southwest monsoon season, which has been uneven over the past few years. The supply of non-basmati rice has grown steadily, driven by extensive cultivation in major states such as West Bengal, Andhra Pradesh, and Tamil Nadu. Adoption of improved seed varieties, advanced irrigation, and mechanisation has increased productivity. Government initiatives like MSP and procurement programs support consistent production. Better processing and storage facilities have minimised losses, ensuring a reliable supply to meet rising domestic consumption and export opportunities. Chart 12: IMD Forecasts for All India Rainfall (in LPA) and Yield (Kg/Ha) All India Rainfall (LPA) 110% 110% 108% 108% 105% 94% 2019 2020 2021 2022 2023 2024 172Yield (Kg/Ha) 2,899 2,838 2,832 2,798 2,772 2,717 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 Source: Department of Agriculture & Farmers Welfare and Ministry of Earth Sciences (MoES) Note: 2023 and 2024 cover the Southwest Monsoon season (June-September) and 2019-2022 covers All India Rainfall Pattern (in LPA) Final estimates of Yield have been taken from the Ministry of Agriculture and Farmers Welfare, and years considered here are from October- September. The rainfall for the country, for the Annual (Jan-Dec)-2022 has been recorded as 1257 mm which is 108% of its Long Period Average (LPA). The rainfall in India in the past decade has decreased marginally owing to extreme weather conditions. This resulted in huge crop losses, adversely impacting the industry. Monsoons are integral to India, providing about 70% of annual rainfall and affecting major crops such as rice, wheat, sugarcane, soybeans, and groundnuts. In 2023, India received 820 mm of rainfall (94% of LPA) due to unfavourable ocean-atmospheric patterns, which weakened the monsoon and led to uneven rainfall across major agricultural regions. In 2024, rainfall improved to 934.8 mm (108% of LPA) as favourable climatic patterns strengthened monsoon activity, resulting in better rainfall distribution and improved crop performance. Chart 13: Rice Production in Major Indian Producing States during 2024-25 250 16.00% 14.04% 14.00% 200 11.47% 11.06% ) 209.31 12.00% s e 9.63% n 10.00% n o 150 170.94164.91 t h k 143.616.45%6.14% 5.73%5.66%5.38% 8.00% a L 100 4.79% 4.07% 6.00% n I ( 96.14 91.5 85.35 84.41 80.16 3.30% 2.71%2.69% 4.00% 50 71.36 60.6 49.18 2.00% 40.46 40.08 0 0.00% Rice Production % to all India Source: Ministry of Agriculture & Farmers Welfare Note: Data for the year 2024-25 is as per 3rd Advanced Estimates The major rice cultivating states in India are Uttar Pradesh, Telangana, West Bengal, Punjab, Odisha, Madhya Pradesh, Chhattisgarh, Bihar, Andhra Pradesh, Tamil Nadu, Haryana, Assam and Maharashtra etc. As per the Ministry of Agriculture & Farmers Welfare, Uttar Pradesh, Telangana, West Bengal, Punjab, Odisha, Madhya Pradesh, Chhattisgarh and Bihar together accounted to 70% of all India level production in the marketing year 2024-25. 173India’s Export Destinations India's rice in recent years has shown significant growth. In CY24, the total rice exports of India increased by 21% y-o- y to 19.9 million metric tonnes as compared to 16.4 million metric tonnes in CY23. Basmati rice exports surged to a record 5.9 million metric tons in CY24, driven by strong demand from key markets such as Saudi Arabia, Iraq, and the United Arab Emirates. Non-Basmati rice also showed strong growth of 25% y-o-y in CY24. Going forward with favourable monsoon conditions as well as favourable trade policies expected to boost crop yields, the rice exports are expected to grow at a CAGR of 6% between CY24 to CY30. This expansion is seen as vital for the country's economy, where agriculture plays a critical role for 42% of the population. Further, Basmati rice and non- Basmati rice are expected to grow at a CAGR of 8% and 5% respectively, between CY24 to CY30. Chart 14: Total World Exports from India (in Million MT) 27.9 25.9 24.3 21.2 22.4 20.7 21.7 22.9 19.9 16.4 CY21 CY22 CY23 CY24 CY25E CY26E CY27E CY28E CY29E CY30E Rice Exports (in million mt) Source: CMI, CareEdge Research. Note: E indicates Estimated Chart 15: Basmati and Non-Basmati World Exports from India (in Million MT) 18.5 17.8 17.3 17.3 16.4 15.6 14.9 13.9 14.4 11.1 9.4 8.6 7.9 7.3 5.9 6.3 6.8 5.2 4.6 3.9 CY21 CY22 CY23 CY24 CY25E CY26E CY27E CY28E CY29E CY30E Basmati Non-Basmati Source: CMI, CareEdge Research. Note: E indicates Estimated 174Top countries contribute up to 50% of India’s Rice Exports in 2024-25. India’s robust domestic demand, strategic reserves, and significant rice production contribute to its role as a major player in the global rice market. Any reduction in India’s rice exports could impact global food inflation. India, being the leading exporter of rice, caters to a wide range of global markets. The country's rice export destinations span across various continents, which highlights its significant role in the international rice trade. Chart 16: Middle East Accounting for Larger Share in India’s Total Exports of Rice in FY25 (In Tonnes) 6.85% Saudi Arabia 11.16% Benin Iraq 4.61% Iran Guinea 50.34% 4.27% Cote d'Ivoire (Ivory Coast) 5.62% UAE Togo 5.56% Yemen 3.14% 4.47% USA 2.30% 1.66% Source: CMIE The Middle East stands out as one of the largest importers of Indian rice, especially Basmati rice, with major markets including Saudi Arabia, Iran, the UAE, Iraq, and Kuwait. Africa, on the other hand, is a vital market for non-Basmati rice from India, with countries like Benin and Senegal meeting local staple food needs. In Asia, countries such as Bangladesh, Nepal, China, and Malaysia import both Basmati and non-Basmati rice varieties. Trade policies, geopolitical factors, and the domestic production levels of importing countries significantly influence export patterns. Consequently, Basmati rice predominates in exports to the Middle East, Europe, and North America, while non-Basmati rice is more favoured in Africa and parts of Asia. India mainly exports parboiled rice to West Africa and basmati rice to the Middle East. In March 2024, as part of India's outreach to the Global South, the government has approved the export of 110,000 tonnes of rice to three African countries to support their food security needs. According to a notification by the Directorate General of Foreign Trade (DGFT), 30,000 tonnes of non-basmati white rice will be exported to Tanzania, while Djibouti will receive 30,000 tonnes of broken rice, and Guinea-Bissau will receive 50,000 tonnes. El Nino is a climatic phenomenon characterised by warmer-than-average ocean surface temperatures in the central and eastern tropical Pacific Ocean. Hence, El Nino-led drought severely impacted Asian rice fields, reducing yields and tightening global rice supplies. Although the export of non-basmati white rice has been banned since July 2023, to ensure adequate domestic supplies and control inflation, some exports are being permitted to friendly nations to support their food security, which has been disrupted due to the ongoing Russia-Ukraine war. Further measures included restricting non-basmati white rice exports, a 20% duty on parboiled rice and specific milled rice varieties, effective from May 1, 2025. The government also removed the minimum export price (MEP) for basmati rice of USD 950 per metric tonne. 175Import of Rice to India India is one of the world’s largest producers and exporters of rice, and imports usually happen when there is a shortfall in domestic production due to adverse weather conditions, such as droughts or floods, or when specific varieties not widely grown in India are needed for niche consumption. Most rice imports come from countries like the Philippines, Vietnam and Nigeria. In recent years, India’s rice imports have remained minimal compared to its exports, as domestic production continues to meet most of the country’s consumption needs. In CY24, the total rice imports of India increased marginally by 3% y-o-y to 6.2 million metric tonnes as compared to 6.0 million metric tonnes in CY23. Basmati rice imports remained stable, whereas non-basmati rice showed an uptick of 4% y-o-y in CY24. Going forward, the rice exports are expected to grow at a CAGR of 4% between CY24 to CY30. Further, Basmati rice and non-Basmati rice are expected to grow at a CAGR of 4% each, between CY24 to CY30. Chart 17: Total World Imports to India (in MT) 11.8 7.9 7.5 6.0 6.2 6.4 6.6 6.9 7.2 3.8 CY21 CY22 CY23 CY24 CY25E CY26E CY27E CY28E CY29E CY30E Rice Imports (in MT) Source: CMI, CareEdge Research. Note: E indicates Estimated Chart 18: Basmati and Non-Basmati World Imports to India (in MT) 11.3 7.4 7.0 5.6 5.8 6.0 6.2 6.4 6.7 3.6 0.2 0.5 0.4 0.4 0.4 0.4 0.4 0.5 0.5 0.5 CY21 CY22 CY23 CY24 CY25E CY26E CY27E CY28E CY29E CY30E Basmati Non-Basmati 176Source: CMI, CareEdge Research. Note: E indicates Estimated MSP in Rice A key policy to support farmers, ensure food security, and stabilise prices in India The Minimum Support Price (MSP) in the rice industry serves as a significant policy tool implemented by the Indian government to ensure price stability, income security, and food security for farmers. The MSP is a price floor set by the Indian government to safeguard farmers against market volatility and ensure a minimum level of income for their produce. This mechanism acts as a safety net, ensuring farmers receive a fair price for their crops, thereby fostering increased production and ensuring food security. In the rice sector, MSP announced by the government is for various rice varieties, including common varieties like non-Basmati rice and premium varieties like Basmati rice. The MSP is determined based on factors such as production costs, market prices, input costs, and demand-supply dynamics. The announcement of MSP assures rice farmers that they will receive a fair price for their produce, irrespective of market fluctuations. This encourages farmers to invest in rice cultivation, adopt modern agricultural practices, and increase productivity. MSP also plays a vital role in stabilising rice prices in the market, as it serves as a reference price for procurement agencies and private traders. The government often procures rice at MSP through agencies such as the Food Corporation of India (FCI) to build buffer stocks and fulfil public distribution system (PDS) requirements. Chart 19: MSP paid to farmers for paddy procurement increased, which benefited their lives Source: Ministry of Consumer Affairs, Food and Public Distribution The government has been urged to revise MSPs regularly based on comprehensive cost calculations and market dynamics to better support farmers' livelihoods, ensure fair and remunerative prices for farmers, enhance procurement efficiency, and promote sustainable agriculture. Overall, MSP in the rice sector remains a critical policy instrument aimed at supporting farmers, ensuring food security, and stabilising rice prices in India. Its effectiveness, however, hinges on robust implementation, periodic revisions, and complementary policies to address structural challenges in agriculture. The current MSP for rice in India applies to paddy, which is unmilled rice. The paddy procurement is undertaken by both state-owned FCI as well as private agencies. The paddy is procured at the MSP directly from the farmers and is 177utilised for meeting the demand under several welfare schemes. Basmati rice is the costliest product in the world since its price is mostly set, and it commands high rates on the worldwide market. Chart 20: MSP for Paddy over Past Years 2,389 2,320 2,203 2,060 1,960 1,770 1,835 1,888 1,590 1,345 1,400 1,450 1,510 0 1 3 ,1 0 6 3 ,1 0 1 4 ,1 0 7 4 ,1 0 5 5 ,1 0 5 7 ,1 5 1 8 ,1 8 6 8 ,1 0 4 9 ,1 0 4 0 ,2 3 8 1 ,2 0 0 3 ,2 9 6 3 ,2 2013-142014-152015-162016-172017-182018-192019-202020-212021-222022-232023-242024-252025-26 Common Grade A Source: CMIE, Ministry of Agriculture and Farmers Welfare, Press Information Bureau. The MSP trend for both Paddy-Common and Paddy-Grade A has consistently increased over the last decade. This rise reflects the government's commitment to providing fair compensation to farmers and supporting their livelihoods. During Kharif Marketing Season (KMS) 2023-24, the government has announced higher MSP at Rs. 2,183 per quintal (increased by around 7% over last year) for Paddy- ‘Common’, while Rs. 2,203 per quintal (increased by 6.9% over last year) for Paddy-Grade ‘A’, demonstrating the government's ongoing efforts to enhance the income security of agricultural producers. This is the second steepest increase in the last decade, and the last highest increase of ₹200 per quintal in the paddy MSP was recorded in 2018-19. For KMS 2024-25, the MSP was revised upward by 5% to 2,300 per quintal for Paddy Common and 2,320 per quintal for Paddy Grade A. Subsequently, in KMS 2025–26, the MSP was increased by 3% to 2,369 per quintal and 2,389 per quintal, respectively. As per the Ministry of Agriculture and Farmers Welfare, these revisions are aligned with the policy of ensuring a minimum of 50% return over the cost of production for Kharif crops. Chart 21: Price Trend of Rice (All India Average) 44.1 40.7 36.0 37.0 34.3 31.7 g K / .s R n I 2019 2020 2021 2022 2023 2024 Source: Department of Consumer Affairs (Price Monitoring Division) 178Globally, weather disruptions and El Nino risks in Southeast Asia, a major growing region, have impacted market dynamics. India, the largest rice exporter, imposed export restrictions in 2022 and 2023, leading to soaring prices. Amid the rise in rice prices, the Union government has extended the 20% export duty on parboiled rice indefinitely. Government interventions, including Minimum Support Prices (MSPs), procurement policies, subsidies, and trade regulations, play a significant role in determining rice prices. MSPs act as a price floor, providing a guaranteed minimum price to farmers and influencing market prices. Government procurement operations, particularly for public distribution and buffer stocking, also impact market prices. Rice prices are influenced by the balance between production and consumption within the country. Any disruptions in production due to adverse weather conditions, such as droughts, floods, or pest infestations, can lead to fluctuations in prices. Historically, rice prices in India have experienced fluctuations influenced by seasonal variations in supply, market demand, and international trade dynamics. Generally, prices tend to fluctuate throughout the year, with peaks often observed during the harvesting season due to increased supply and troughs during the off-season or lean periods. The prices have shown an increasing trend over the past years in India. It has increased by 10% in CY23 as against CY22. Moreover, the cost of storage and transport has also increased in the last few years. Chart 22: Wholesale Price Index for Rice (Basmati & Non-Basmati Rice) 193.0 189.9 181.6 165.9 151.0 150.2 154.6 154.4 152.6 143.5 131.2 129.2 146.8 145.7 150.8 131.1 120.9 111.9 114.7 111.8 117.5 102.6 96.0 99.0 Basmati Rice Non - Basmati Rice Source: CMIE Note: 2024-2025* includes data from (April-September 2025) The Wholesale Price Index (WPI) for Basmati and Non-Basmati rice in India varied based on market conditions, demand-supply dynamics, and other factors. The WPI measures the changes in the average wholesale prices of goods and services over time and serves as an important indicator of inflationary trends in the economy. For Basmati rice, the WPI reflects the wholesale prices of different Basmati rice varieties, including traditional Basmati, Pusa Basmati, 1121 Basmati, and others. Similarly, for non-Basmati rice, the WPI covers various non- Basmati rice varieties commonly consumed in India, such as Sona Masuri, Ponni, IR-64, and others. The WPI for Basmati and Non-Basmati rice can fluctuate based on factors such as production levels, market demand, government policies, international trade dynamics, and seasonal variations. During periods of high demand or supply shortages, rice prices tend to increase, leading to a corresponding rise in the WPI. Conversely, during periods of oversupply or weak demand, rice prices may decrease, resulting in a decline in the WPI. India Dominating Global Basmati Rice Market Basmati rice production in India is a significant component of the country's agricultural sector and economy. It occupied a special status in rice cultivation. As per the Crop Survey conducted for basmati rice during 2023, India is 179one of the largest producers of Basmati rice globally, producing around 75% of the world’s basmati rice, renowned for its premium quality grains. According to the Directorate General of Commercial Intelligence and Statistics data, India exported basmati rice to 150 countries in 2023-24, while in the 2022-23 fiscal year, it had sold the commodity to 149 countries. Iran, Saudi Arabia, the United Arab Emirates, and Iraq are the main importers among them. The areas of Basmati Rice production in India are the states of Jammu and Kashmir, Punjab, Haryana, Delhi, Uttarakhand, Himachal Pradesh, and western Uttar Pradesh. These regions provide the ideal agro-climatic conditions, including fertile soil, temperate climate, and access to water from rivers like the Ganges and Yamuna, essential for the cultivation of Basmati rice. The basmati rice is also stated to be the Pearl of Rice. Basmati rice cultivation in India typically follows traditional methods, although modern agricultural practices are also being adopted to enhance productivity and quality. Farmers employ techniques such as direct seeding or transplanting of seedlings, controlled irrigation through canal systems or tube wells, and the use of organic fertilisers and pesticides to maintain soil health and minimise environmental impact. Basmati rice is harvested manually to ensure minimal damage to the delicate grains. The harvested paddy undergoes milling and processing to remove the husk, bran, and other impurities, resulting in polished white grains ready for consumption. The basmati rice industry in India is predominantly unorganised, with approximately only 30-40% of production being managed by major players. The necessity for extensive branding and marketing efforts deters small and medium-sized enterprises (SMEs) from entering the basmati segment. Additionally, rice millers must be situated near paddy-growing areas to ensure continuous milling operations year-round. In the non-basmati segment, less than 10% of the market is organised, given the presence of small players and their limited advertising and sales-related spends. The Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Commerce and Industry, had conducted a Basmati crop survey to estimate acreage, assess crop health and expected yield of aromatic and long grain rice during the 2022-2023 kharif crop season using climate-based yield modelling. As per the survey model, field-based as well as satellite imagery surveys are being carried out based on a sample group of farmers selected at the district level in seven Basmati-producing states of Punjab, Haryana, Himachal Pradesh, Uttarakhand, Delhi, western Uttar Pradesh (30 districts) and three districts in Jammu & Kashmir. As per the survey model, field based as well as satellite imagery surveys is being carried out based on a sample group of farmers selected at the district level in seven Basmati-producing states of Punjab, Haryana, Himachal Pradesh, Uttarakhand, Delhi, western Uttar Pradesh (30 districts) and three districts in Jammu & Kashmir. The cultivation and quality of Basmati rice are influenced by various factors, including geographical conditions and agricultural practices. Efforts have been made to promote the use of certified seeds and good agricultural practices to meet international standards. Chart 23: State-level Satellite data and Field-based Basmati Rice Area and Production during Kharif 2023 Basmati Rice Area and Production (in '000 Tonnes) 3,843 3,679 2,050 788 812 462 47 164 19 80 8 31 Haryana Punjab Uttar Pradesh Jammu & Kashmir Uttarakhand Himachal Pradesh Total Acreage ('000 Ha) Total Production ('000 Tonnes) Source: Crop Survey Report by APEDA as of Dec 2023 180Note: The above estimates for basmati acreage and production were done from July-October covering the majority of districts in the above states. The above chart depicts that states like Punjab, Haryana and Uttar Pradesh collectively constitute over 97% share in the total production of basmati rice amongst the above regions with the highest acreage. The acreage of Basmati Rice in Haryana is 788 thousand hectares, with the highest acreage of sown varieties being PB 1121, PB 1718 and PB 1885 collectively. In Punjab, the cropping pattern suggests that Basmati varieties are consistently spread across the state and found in almost all the districts. The highest acreage of sown varieties is PB 1121, PB 1718 and PB 1885 collectively, followed by PB 1509, PB 1692, PB 1847 and PB 1401, PB 01, PB 06, and PB 1882. The total production figures of the Basmati Varieties in Punjab are 3,843 thousand tonnes, which is 4% higher than production in Haryana with 3,679 thousand tonnes. In Uttar Pradesh, the acreage of sown varieties of PB 1509, PB 1692, and PB 1847 collectively is higher than PB 1121, PB 1718, and PB 1885. The estimated production of Basmati Rice is 2,050 thousand tonnes. Chart 24: Production Trend of Basmati and Non-Basmati Rice in India (In Tonnes) 10,72,703 10,65,438 10,48,197 10,05,460 9,80,360 10,09,760 8,94,368 8,98,612 8,89,734 8,63,985 8,35,914 7,02,592 4,10,922 4,05,965 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26* Basmati Rice Non-Basmati Rice Source: CMIE Note: 2025-2026* includes data from (April-September 2025) India remains one of the largest producers as well as exporters of basmati rice in the world, with the largest area under basmati rice in the state of Haryana, followed by Punjab and then Uttar Pradesh. Basmati rice production in India has shown significant trends and developments over the past five years. In terms of production volumes, India has consistently produced substantial quantities of Basmati rice with few fluctuations. Overall, basmati rice production in India has been robust, contributing significantly to both domestic consumption and international trade. The production witnessed a decline of ~5% y-o-y in marketing year 2024-25 as against the previous year. The decline in rice production is mainly attributed to the uneven distribution of monsoon rains despite an increase in the area dedicated to paddy production, coupled with certain geopolitical developments impacting rice trade further. Moreover, with Pakistan’s increased production, it has allowed Pakistan to offer lower prices than India, impacting India’s market share. Despite facing challenges such as water scarcity and climate change, India remains the leading producer and exporter of Basmati rice, catering to the diverse palates of consumers worldwide. During marketing season 2024-2025, Basmati growers continued obtaining higher prices and profit margins on strong export demand. During the marketing year 2025–26, both Basmati and Non-Basmati rice production increased, driven by early monsoon conditions, higher export demand for Basmati, and improved cultivation practices for Non-Basmati varieties. 181Chart 25: Basmati Rice: India's Pride on the International Stage Top Basmati Rice Exports from India (Quantity in MT) Saudi Iran Iraq UAE Yemen USA Kuwait UK Oman Jordan Qatar Arabia Republic 2022-23 2023-24 2024-25 Source: APEDA Agriexchange India, being the leading exporter of Basmati Rice to the global market, exported 60,65,500 MT of Basmati Rice (increased by 16% as against the previous year) to the world for the worth of Rs. 50,312 crores/ USD 5,944 million. during the year 2024-25, according to APEDA. During the year 2023-24, the country exported 52,42,000 MT of Basmati Rice (increased by 15% as against the previous year) to the world for the worth of Rs. 48,389.20 crores/ USD 5,837.12 million), According to APEDA, with increased y-o-y percentage share of countries like Iraq, Oman, UK, Qatar, Saudi Arabia, USA and Kuwait. Similarly, during the year 2022-23, the country exported 45,58,972 MT of Basmati Rice (increased by 15% as against the previous year) to the world for the worth of Rs. 38,524.10 crores/ USD 4,787.50 million. During the same period, Iran, the largest importer of Indian basmati rice, decreased its purchases in 2022-23, but higher shipments to other countries offset the shortfall. During the same period, Iran, the largest importer of Indian basmati rice, decreased its purchases in 2022-23, but higher shipments to other countries offset the shortfall. The countries like Jordan have increased their exports by 69%, Oman by 45%, Saudi Arabia and the Yemen Republic both increased their exports by 41% as against the previous period 2021-22. During the past five years, India exported rice to about 150 countries globally. The major export destinations were Saudi Arab, Iran, Iraq, UAE, Yemen Republic etc. Having the largest share of the global rice trade, India is expanding its rice export footprint in Asia, Africa, and the European Union. India’s basmati rice exports will be a key monitorable in 2024 after nearing a record high in 2023 due to increased competition from Pakistan, which is offering the grain at more competitive prices. The increased production in Pakistan this year coupled with lower prices, are impacting India’s export prospects as buyers opt for Pakistan’s lower- priced rice. Moreover, the depreciation of the Pakistani rupee has made Pakistan’s exports more attractive, which may result in surge in total rice exports from the country in 2023-24. Therefore, the fall in basmati rice production estimates in India in MY 2023-24 is influenced by competition, currency dynamics, as well as market demand. India’s rice exports faced sharp decline in FY24, due to government restrictions on non-basmati category. In September 2022, the government imposed a 20% duty on exports of select non-basmati variety and a ban on broken- rice exports to secure internal consumption, feed stock and ethanol supplies. This was followed by a complete ban on non-basmati white rice exports in July 2023 and imposition of 20% duty on parboiled rice in the month of August 2023, these restrictions resulted in lower export margins and declined sales volume for rice exporters in India. In March 2025, India lifted the ban on exporting 100% broken white rice, which had been imposed since September 2022. This decision was prompted by record rice stockpiles and positive domestic production forecasts. It is expected to increase India's rice export revenue which has already seen improvements in FY25 and aid global markets, especially in Africa and Southeast Asia. Overall, basmati rice production in India plays a crucial role in the country's agricultural economy, providing livelihoods to millions of farmers and contributing to food security and export earnings. With its premium quality 182grains and global popularity, Basmati rice remains a flagship agricultural product that symbolises India's rich culinary heritage and agricultural excellence. Furthermore, India leads the global non-basmati rice market with its high production, diverse varieties, and cost- effective pricing. Backed by supportive government policies and consistent global demand, it continues to be a key supplier, especially to African, Asian, and Middle Eastern countries, maintaining its stronghold in the global rice trade. Key players in the Indian Rice Industry KRBL Limited Product profile: • India Gate Basmati – premium & daily regular basmati • India Gate Golden Sella Range • Zabreen Basmati Range • India Gate White Sella Range • Doon Basmati Range • Bemisal Basmati Range • Unity Basmati Rice • Nurjahan Basmati Range • Non-basmati rice - Sona Masoori, Surti Kolam, Wada Kolam, Jeera Rice, Ambemor, Gobindobhog Product Portfolio • India Gate Brown Rice • Quinoa • Flax Seeds • Chia Seeds • India Gate Weight Watchers Special Chart 26: KRBL Limited’s Domestic and Export Sales (in Rs. Crores) 6,000 5,000 1,473 1,331 1,931 4,000 s 1,451 r C .s R 3,000 1,897 919 494 2,000 3,950 4,099 3,336 2,648 1,000 2,002 1,940 2,143 - FY21 FY22 FY23 FY24 FY25 H1FY25 H1FY26 Domestic Sales Export Sales Source: Company Reports, CareEdge Research 183KRBL Limited’s domestic sales are higher than its export sales. The domestic sales stood at Rs. 2,143 cr. In H1FY26, with a y-o-y growth of 10%. The domestic sales grew at a CAGR of 20% between FY21 to FY25. The exports for H1FY25 stood at Rs. 494 cr. showing a positive trend, increased by approximately 86% y-o-y for H1FY26, and a negative of CAGR of 6% between FY21 to FY25. LT Foods Limited Product profile: • Dawaat Finest Rice • Royal Basmati Rice • Others - Heritage, Devaaya, Gold Seal Indus Valley, 817 Elephant, Leev, Golden Star, Kari, and Rozana Chart 27: LT Foods Limited’s Domestic and Export Sales (in Rs. Crores) 1,367 1,349 s r 1,214 C .s R 1,127 811 977 1,855 1,993 1,593 1,193 1,085 1,159 FY20 FY21 FY22 FY23 FY24 FY25 Domestic Sales Export Sales Source: Company Reports, CareEdge Research Note: These are standalone numbers, LT Foods Limited’s domestic sales for FY25 stood at Rs. 1,993 cr. with a y-o-y growth of 7%. The domestic sales grew at a CAGR of 11% between FY20 to FY25. The exports for FY25 were Rs. 1,367 cr., a y-o-y growth of 1% for FY25. The exports for LT Foods Limited have grown at a CAGR of 11% between FY20 to FY25. Chaman Lal Setia Product profile: • Maharani Supreme Basmati Rice • Maharani Basmati Rice 1121 • Maharani Classic Reserve Basmati Rice • Maharani Royal Basmati Rice (Golden Sella) • Maharani Brown Basmati Rice • Maharani Everyday Basmati Rice 184• Maharani Rice is suitable for Diabetics • Begum Basmati Rice (Golden) • Roopalee 1121 Basmati Rice • Mithas Rice Chart 28: Chaman Lal Setia Exports Limited’s Domestic and Export Sales (in Rs. Crores) 1,600 1,400 1,200 1,000 s r 1,011 1,260 C .s 800 1,208 R 600 819 771 400 618 498 200 376 235 80 113 148 114 82 - FY21 FY22 FY23 FY24 FY25 H1FY25 H1FY26 Domestic Sales Export Sales Source: Company Reports, CareEdge Research Chaman Lal Setia Exports Limited’s domestic sales stood at Rs. 82 cr. for H1FY26, with a y-o-y decline of 28%. The domestic sales grew at a CAGR of 31% between FY21 to FY25. The exports for H1FY26 are Rs. 498 cr., with a y-o-y decline of 19%, and a reflecting a CAGR of 13% between FY21 to FY25. GRM Overseas Product profile: • Basmati Rice - 10X Basmati Rice • 10x Steam Rice • 10 X Long Grain Basmati Rice • 10x Cream Sella • 10x Golden Sella 185Chart 29: GRM Overseas Estimated Production Domestic and Export Sales (in Rs. Crores) 1,600 1,400 1,200 1,000 785 s r C .s 800 1,058 1,016 R 911 600 652 400 686 560 200 296 272 83 138 199 - FY20 FY21 FY22 FY23 FY24 FY25 Domestic Sales Export Sales Source: Company Reports, CareEdge Research GRM Overseas domestic sales for FY25 stood at Rs. 560 cr., a 106% y-o-y increase. The domestic sales grew at a CAGR of 46% between FY20 to FY25. The exports for FY25 stood at Rs. 785 cr., a y-o-y decline of -23% for FY25, reflecting a CAGR of 3% between FY20 to FY25. Sarveshwar Foods Limited Product profile • Basmati Rice – Jammu Traditional Rice • Super Basmati Rice • Utra XL Basmati Rice Chart 30: Sarveshwar Foods Limited (SFL)’s Estimated Production 400.00 350.00 300.00 T 250.00 M '0 200.00 0 0 n 150.00 I 100.00 50.00 0.00 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 186Source: CMI, CareEdge Research. Note: E indicates Estimated Chart 31: Sarveshwar Foods Limited (SFL)’s Exports 120.00 100.00 80.00 T M '0 60.00 0 0 n I 40.00 20.00 0.00 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E Source: CMI, CareEdge Research. Note: E indicates Estimated Sarveshwar Foods Limited has shown robust growth in the past years with a CAGR of 16.80% from 2021 to 2024, and a projected growth estimated CAGR of 16.18% from 2025 to 2030. Similarly, the exports for Sarveshwar Limited Exports have grown at a CAGR of 141.30% from the 2021–2024 period and the outlook for exports are projected with a CAGR of 18.25% from 2025 onwards. Aata India's consumer food business has thrived due to increased urbanisation, enhanced living standards, a growing number of supermarkets and malls, and the booming online food delivery sector. The industry is undergoing significant transformation driven by global events and evolving consumer dynamics. The pandemic-fuelled surge in online consumer goods demand has compelled Fast Moving Consumer Goods companies to adopt direct-to-customer strategies and prioritise digital distribution channels. Shifting consumer priorities and a heightened focus on conscious living post-pandemic are prompting the industry to offer products that meet nutritional needs and promote holistic health. Moreover, supportive government policies and subsidies for wheat cultivation, the primary raw material for sooji, is paving the way for the growth of this industry. The demand for atta in India is deeply rooted in cultural and traditional preferences for staple foods like roti, chapati, and paratha. These atta-based foods hold immense cultural significance, ensuring consistent demand across diverse demographic segments. Urbanisation, rising disposable incomes, and changing lifestyles further contribute to the growing consumption of packaged atta products. Increasing health consciousness among consumers plays a pivotal role in driving the demand for atta, as it is perceived as a healthier alternative to refined flour (maida) due to its higher fibre content and lower glycaemic index. The convenience offered by packaged atta products has also led to higher adoption among urban consumers with busy lifestyles. Ready-to-use atta packs save time and effort in the kitchen, making them attractive to modern consumers seeking convenience without compromising on nutrition. Packaged atta is commonly used in chapatis, bread, pastries, and other wheat-based products. Its extended shelf life, due to protective packaging, makes it a practical choice for households. Moreover, the versatility of atta allows for a 187wide range of culinary creations beyond traditional Indian dishes, from bread and pizza bases to cakes and cookies. atta can be used in various international cuisines, expanding its potential usage among diverse consumer groups. Packaged Aata offers hygiene, ease of storage, and consistent quality compared to traditionally ground wheat (chakki atta). Traditionally, Indian households used chakki atta, freshly ground whole wheat flour from local mills. The COVID-19 pandemic has significantly influenced consumer behaviour, increasing awareness and preference for packaged products, including atta. Heightened concerns about hygiene and safety have made packaged atta a preferred choice due to its perceived protection from contamination. With lockdowns and movement restrictions, consumers turned to packaged atta for its convenience, ensuring a reliable and readily available supply without frequent market visits. Additionally, packaged atta products often come with quality certifications and consistent standards, providing consumers with assurance regarding the quality and purity of the product. On the supply side, India's abundant wheat production ensures a steady supply of raw material for atta milling. Additionally, technological advancements in milling processes and logistics infrastructure facilitate the efficient production and distribution of atta across the country. However, fluctuations in wheat prices, weather-related challenges affecting crop yields, and logistical constraints can impact the balance between demand and supply in the atta market. Going forward, India is poised for a consecutive record wheat harvest in the marketing year (April-March) 2024-25 as per the USDA. Favourable weather in key wheat-growing regions is supporting record planting and normal crop growth. FAS (Foreign Agricultural Service) New Delhi forecasts a record production of 112.5 mmt from 31.8 million hectares, surpassing the current year's record of 110.6 mmt from 31.4 million hectares, assuming normal weather conditions hold from March end 2024 through the harvest at the end of April. The timely withdrawal of the 2023 monsoon, favourable weather conditions, and expectations of higher market prices and government support have driven record wheat planting. Consistent weather and soil moisture, maintained through supplemental irrigation, are enhancing crop growth and yield prospects. Established brands have leveraged their reputation to build trust among consumers, emphasising the safety, quality, and nutritional benefits of their packaged atta products. This trust, combined with the practical benefits and health advantages of atta, continues to drive its demand in the Indian market. The atta industry is dominated by established brands such as ITC's Aashirvaad Atta, MTR Foods, Hindustan Unilever's Shakti Atta and General Mills (Pillsbury), alongside regional players with a strong local presence. Sooji With sooji’s use in a wide range of dishes, it makes it a staple item in Indian households. An increasing urban population leads to higher consumption of processed and convenience foods. The demand for quick and easy-to- prepare food options like upma, rava dosa, and halwa is on an increasing trend. The supportive government policies and subsidies for wheat cultivation, the primary raw material for sooji, is paving way for the growth of this industry. Sooji, or semolina, is a coarse flour derived from durum wheat, integral to various cuisines, especially Indian dishes like upma, halwa, and different breads. Its culinary versatility makes it a vital product in the food industry. The Indian sooji market is substantial and growing, fuelled by rising consumption of traditional and convenience foods. Increasing disposable incomes, urbanisation, and evolving dietary preferences drive this growth, with sooji seen as a nutritious alternative to refined flours. Consumers are increasingly favouring branded and packaged sooji for its assured quality, hygiene, and convenience, especially after the COVID-19 pandemic spurred a rise in home cooking. Packaged sooji ensures consistent texture and quality, unlike loose, locally milled varieties. Sooji is distributed through various channels, including traditional retail, modern trade, and online platforms. Supermarkets and hypermarkets play a crucial role in urban areas, while local kirana stores remain important in rural regions. E-commerce platforms are increasingly becoming popular, providing consumers with the convenience of home delivery and a wider range of choices. The sooji market faces challenges such as fluctuating wheat prices and the need to maintain quality standards. However, there are significant opportunities for growth. The increasing demand for convenience foods, the trend towards healthier eating, and the expansion of retail networks are expected to drive market expansion. Innovations in 188packaging and the introduction of fortified and organic sooji products are also likely to attract health-conscious consumers. The sooji market is populated by several key players, both large and small. Sooji production is primarily driven by major atta and wheat flour processing companies such as ITC (Sunfeast brand), MTR Foods, Hindustan Unilever (Shakti brand), along with several regional players. These companies typically operate dedicated sooji production lines within their larger wheat processing facilities. Additionally, numerous regional and local brands cater to specific geographic areas, maintaining strong local presence and loyalty. Hence, the Sooji industry in India is poised to benefit from the overall growth of the packaged wheat products market, driven by urbanisation, convenience preferences, and product innovation. Therefore, from savoury upma to sweet halwa, this ingredient reigns supreme in Indian kitchens. Maida The growing popularity of bakery products it boosted the demand for maida. Additionally, increasing health consciousness is also leading consumers to seek alternatives to maida (refined flour), such as whole wheat flour, multigrain flour, and other healthier options etc. Urbanisation, as well as fast-paced and evolving lifestyles, drive the demand for quick and easy meal options, which are often made from maida, and the growth in e-commerce platforms and online grocery shopping increases the vailability and sales of packaged maida. Maida, a refined wheat flour, holds a significant place in the Indian culinary landscape, widely used in dishes ranging from bread to sweets. The maida market in India is robust and continually evolving, driven by changing consumer preferences, culinary innovations, and economic factors. Maida is derived from wheat flour through a refining process, making its supply closely linked to wheat production and processing capacity in India. Government policies related to agriculture, trade, and food processing can influence the supply of maida by affecting wheat procurement, pricing, and distribution channels. The capacity and efficiency of maida mills and processing units play a crucial role in determining the supply of maida in the market. One of the key drivers of the maida market is the growing demand for bakery and confectionery products in urban and semi-urban areas. Maida's versatility makes it essential in the production of bread, biscuits, cakes, pastries, and other baked goods, catering to the evolving tastes of Indian consumers. The expanding food processing industry in India also significantly contributes to the growth of the maida market. Food manufacturers utilise maida in snacks, ready- to-eat meals, instant noodles, and other processed foods, capitalising on its texture-enhancing and binding properties. The maida market experiences seasonal fluctuations, with demand surging during festive seasons and special occasions due to increased consumption of sweets, snacks, and baked goods. Additionally, the popularity of Western-style bakery products and the rise of quick-service restaurants (QSRs) have further stimulated demand for maida-based items. There is a noticeable shift towards branded and fortified maida products, driven by rising consumer awareness regarding food safety, quality, and nutrition. Established brands are focusing on product diversification, packaging innovations, and marketing strategies to cater to evolving consumer preferences and maintain competitiveness in the market. Despite growth opportunities, the maida market faces challenges such as price volatility of wheat, fluctuations in raw material availability, and increasing competition from alternative flours and gluten-free products. Strategic initiatives, technological advancements, and collaborations across the value chain are expected to drive the continued expansion of the maida market in India. 189Besan Besan is one of the gluten-free, high-protein, and rich in vitamins as well as minerals, which makes it one of the popular choices for health-conscious individuals. Besan, being a staple ingredient amongst Indian households, is used in a variety of Indian cuisines; hence, the growing trend towards vegetarianism and veganism is boosting the demand for plant-based protein sources like Besan and also consumers are moving towards value-based items. Government is also supporting for pulse farming and initiatives to promote chickpea cultivation. The besan market in India is robust, driven by its culinary versatility, health benefits, and changing consumer preferences. Strategic focus on innovation, quality control, and expanding distribution channels will continue to drive market growth. Besan, also known as gram flour, is a staple in Indian cuisine, made from ground chickpeas. Its extensive use in traditional dishes, snacks, and sweets underpins its significant market presence in India. Integral to recipes such as pakoras, dhoklas, and laddoos, besan's versatility drives consistent demand across diverse demographic segments. The growing health consciousness among consumers has boosted besan's popularity due to its high protein content, gluten-free nature, and lower glycaemic index compared to wheat flour. Additionally, rapid urbanisation and evolving lifestyles have increased the demand for ready-to-cook and packaged food products, where besan is a key ingredient. The preference for branded and packaged besan is rising due to concerns about quality, hygiene, and convenience, with consumers trusting branded products for their consistency and safety. Manufacturers are introducing organic besan products to cater to health-conscious consumers. Innovations in packaging to enhance shelf life and convenience are also on the rise. Local kirana stores continue to be major distribution channels, especially in rural and semi-urban areas. In urban areas, supermarkets and hypermarkets play a crucial role by offering a wide range of besan products. Online platforms are gaining popularity, providing consumers with the convenience of home delivery and access to various brands and products. India is a major producer of chickpeas, the primary raw material for besan. The supply of besan is closely tied to chickpea production, which can be influenced by climatic conditions and agricultural practices. The efficiency and capacity of besan mills significantly affect the overall supply, making advances in milling technology and infrastructure development crucial for maintaining a steady supply of high-quality besan. Fluctuations in chickpea prices can impact the cost of besan, affecting both producers and consumers. Ensuring consistent quality and purity of besan can be challenging due to varying standards among local and regional producers. However, the ingrained culinary usage of besan in numerous Indian dishes ensures a steady demand. India's burgeoning population and rapid urbanisation will likely boost the demand for packaged and convenient food options, potentially increasing the demand for ready-made besan mixes. Besan's status as a good source of protein and fiber compared to refined wheat flour makes it a healthier alternative, driving demand as health consciousness grows. Additionally, besan's naturally vegan and gluten-free properties cater to dietary restrictions, expanding its consumer base. Salt The salt industry in India is a vital contributor to the nation's economy, meeting the significant domestic demand for this essential commodity. The Indian salt industry not only fulfils domestic needs but also supports exports to various countries. It provides significant employment opportunities, especially in coastal areas where salt production is a primary source of livelihood. Government policies, pricing mechanisms, and quality standards play crucial roles in shaping the industry's dynamics. Salt production in India primarily occurs in coastal regions, where traditional methods involve solar evaporation of seawater in salt pans. Key production hubs include Gujarat, Tamil Nadu, Andhra Pradesh, and Maharashtra. This method, where seawater is evaporated under the sun to leave behind salt crystals, is a blend of small-scale operations and larger, organised enterprises. While traditional practices remain widespread, modernisation and mechanization have enhanced efficiency and productivity. Technological advancements in refining, iodisation, and packaging have 190also improved quality standards, ensuring a steady supply of iodised salt to address public health concerns related to iodine deficiency. The main sources of salt in India are Sea brine, Lake brine, Rock salt deposits and sub-soil brine. The types of salt produced in India is listed below: Rock salt: Extracted from underground rock formations. Marine salt: Produced by evaporating seawater. Solar salt: Made by evaporating brine under the sun. Iodised salt: Table salt fortified with iodine, a crucial mineral for cognitive development and thyroid function. Efforts to promote iodised salt consumption, ensure sustainable production practices, and address environmental concerns are key to the industry's development. Salt serves as a critical raw material in the chemical industry, essential in manufacturing chemicals such as sodium carbonate (soda ash), caustic soda, hydrochloric acid, chlorine, bleaching powders, chlorates, sodium sulphate (salt cake), and sodium metal. Beyond culinary and household uses, salt is extensively employed in industries like meat packing, fish curing, dairy processing, hide preservation, soap and detergent manufacturing, dyeing and fabric finishing, refrigeration, ceramics glazing, explosives production, leather tanning, bakery products, soil stabilisation, artificial rubber manufacturing, and wood preservation. India is the third largest salt (common) producing country in the world after China and the USA. The production of Rock Salt in 2021-22 was 286 tonnes (down by 41%) as compared to that in the preceding year. However, a significant increase of 250% was witnessed in 2022-23 to 1,002 tonnes as against 2021-22. As per the Indian Minerals Yearbook 2022 (dated March 2024), the per-capita consumption of salt in the country is estimated to be about 14 kg, which includes edible and industrial salt. Moreover, the current annual requirement of salt in the country is estimated to be 63 lakh tonnes for edible use (including requirement for cattle) and 118 lakh tonnes for industrial use. Sugar India stands as the largest consumer and second-largest producer of sugar globally, commanding about 15% of global sugar consumption and 20% of global production as per the Ministry of Consumer Affairs, Food and Public Distribution. These significant figures mean that trends in the Indian sugar industry heavily influence global markets. In the Eastern Hemisphere, India is the leading player in the sugar market, with Brazil dominating the Western Hemisphere. Moreover, India's position as the third-largest ethanol producer, following the USA and Brazil, highlights its commitment to green energy. This strategic shift not only addresses the surplus sugar issue domestically but also reduces fossil fuel imports and helps meet India's COP 26 environmental targets. The Indian sugar industry has undergone extensive modernisation and expansion, diversifying to exploit the potential of its by-products for additional revenue, thus ensuring a sustainable and profitable business model. Its resilience was particularly evident during the COVID-19 pandemic when it continued operations amidst lockdowns, even producing enough hand sanitisers to meet national demand. Demand-Supply Scenario For the sugar season (SS) October 2022- September 2023, the exact production after sugar diversion towards ethanol stood at 328 lakh tonnes (a decline of 8.4%), as compared to the record high production of 358 lakh tonnes in SS 2021- 22. Falling sugar cane yields in states like Maharashtra and Karnataka due to the early maturity of the crop and adverse climatic conditions likely resulted in a decline in sugar outputs. However, for SS 2023-24 and SS 2024-25, Maharashtra and Uttar Pradesh will continue to be the major contributors with gross production at 111 lakh tonnes (down by 5% as against SS 2023-24) and at 113 lakh tonnes (up by 3% as against SS 2023-24) respectively as on July 2024. 191According to the Indian Sugar & Bio-Energy Manufacturers Association (ISMA), sugar production is estimated to decline for the current SS 2023-24 to 320 lakh.2 tonnes after diversion. This is because India witnessed the weakest monsoon last year since 2018, resulting in reduced cane yields. However, a favourable monsoon in the current SS will augur well for the sugar industry going forward. Moreover, the changing climatic patterns have led to a drop in per- hectare sugarcane yield and posed significant challenges for sugar production, especially in Maharashtra and Karnataka. Hence, the drop in Indian cane production due to El Nino, the global climate phenomenon, affected the ethanol production from syrup as well as B-Heavy Molasses from mid-December 2023. The sugar season (SS) (October to September) 2021-22 registered a successful year with record-level sugarcane production, sugar exports, cane procured, ethanol production and cane dues clearance. With a consistent increase in surplus sugar production, the country’s sugar exports grew by 105% CAGR to 112 lakh tonnes in the season. On account of increased exports and the rising ethanol diversion, the opening stock witnessed a reduction over the past three years. The opening stock of sugar was estimated at 56 lakh tonnes for the current SS 2023-24. On the other hand, sugar consumption in the country has been healthy at an average of 265-275 lakh tonnes over the past three years and is estimated to increase to approximately 285 lakh tonnes in the current SS as per ISMA on the back of strong demand due to the intense heatwave. Moreover, the growth has been recorded for production and consumption at a CAGR of 2.6% and 1.4%, respectively, in the past five years. Chart 32: Past Trends in Sugar Stock, Production, Consumption, and Exports (in Lakh Tonnes) 358 312 328320 266273279285 107 111 82 82 91 70 56 72 64 55 56 0 Opening stock Production Consumption Exports Closing stock Sugar Season (SS) 2020-21 2021-22 2022-23 2023-24 Source: CMIE, ISMA, CareEdge Research For the SS 2022-23, on account of lower sugar production amid buoyant demand, a quota system was introduced to curb exports. The export quota was set at 64 lakh tonnes for the SS 2022-23. As a result, exports of sugar declined to 64 lakh tonnes during the SS 2022-23, from 72 lakh tonnes and 112 lakh tonnes in SS 2020-21 and SS 2021-22, respectively. At present, there are curbs on the export of sugar for an indefinite period. However, these export curbs ensure adequate supply in the domestic market, affordable prices, sufficient availability for ethanol production, and adequate closing stock at the end of the season. The government is prioritising stock availability for domestic consumption and ethanol production. Besides, in October 2023, the Director General of Foreign Trade (DGFT) extended the restrictions on the export of sugar (raw sugar, white sugar, refined sugar, and organic sugar) indefinitely beyond the previous cut-off date of October 31, 2023, under which all sugar exporters are required to secure permission from the food ministry for export. 2 Indian Sugar & Bio-energy Manufacturers Association (ISMA) 192However, the restriction does not apply to sugar exported to the European Union and the US under the CXL concession and Tariff Rate Quota (TRQ). Another important factor for the sugar industry in India is the Ethanol Blended Petrol (EBP) program that aims to reduce the sugar glut situation in India. The EBP program supports the diversion of sugarcane and surplus sugar towards the manufacturing of ethanol, which became the key focus point for the future of the sugar industry. The government also releases procurement prices for ethanol to divert sugarcane towards the production of ethanol. Further ethanol blending helps sugar mills maintain their cash flow/profitability margin. Whereas the Ethanol Blending Petrol (EBP) Programme was introduced in 2003 to increase the ethanol blend level with petrol. Under this, the ethanol blending percentage has increased from 5% in ESY 2019-20 to 12% in ESY 2022- 23 and further 13.07% in ESY 2023-24 (as of July 2024). Driven by the significant progress in blending percentage, the government has advanced the target of 20% ethanol blending in petrol by 5 years to 2025 from 2030 previously. However, owing to government restrictions imposed in December 2023 on using sugar feedstocks for the production of ethanol, it will be key to monitor in the near term for achieving the ethanol-petrol blending target further. India pays the Highest Cane Price in the World to Sugarcane Farmers. The margin of sugar mills is largely impacted by the Fair and Remunerative Price (FRP) payable to farmers and the Minimum Support Price (MSP) fixed by the government. The government has increased the FRP at a CAGR of 4.1% over the past ten years in SS 2023-24. To benefit over 5 Crore sugarcane farmers and ensure their prosperity, CCEA has approved the FRP of sugarcane by Rs. 25 to Rs. 340 per quintal for the SS 2024-25, the highest-ever increase since 2014, on February 21, 2024. Additionally, in a boost for sugarcane farmers, the Uttar Pradesh government has announced an increase in the sugarcane State Advised Price (SAP) for SS 2023-24 to ₹20 per quintal. The SAP for early maturing varieties of sugarcane has been increased from Rs 350 per quintal to Rs 370. However, the Minimum Support Price (MSP) was last fixed at Rs 31/kg in February 2019. Chart 33: Sugar Season-wise FRP announced by the Central Government 355 340 315 305 285 290 ) 275 275 la 255 t n 230 230 iu 210 220 Q r e P .s R n I ( Source: CMIE, Department of Food and Public Distribution Payment of cane prices to sugarcane-growing farmers by the sugar mills is a continuous process. The cash flows for sugar mills have improved, resulting in prompt payment to cane farmers through the sale of ethanol. 99.9% of cane dues of sugarcane farmers for the sugar season up to 2021-22 have already been cleared by sugar mills. For the sugar season 2022-23, sugar mills have cleared about 99.5% of cane dues payments of farmers as per the latest announcement from the Ministry of Consumer Affairs, Food and Public Distribution. Amidst a consistent rise in sugar production costs, adjustment of the MSP in line with the FRP for sugarcane will be a key monitorable going forward. For 2025– 26, the government increased the FRP of sugarcane by 4.4% to Rs. 355 per quintal from Rs. 340 per quintal in 2024– 25, reflecting higher raw material costs that are expected to keep operating expenses elevated. However, the MSP of 193sugar has not been revised. Although the government raised the price of ethanol produced from rice, ethanol prices derived from sugarcane juice and B-heavy molasses have remained unchanged over the past two years. Impact of Pandemic and Other Geopolitical Developments on the Indian Rice Industry The COVID-19 pandemic and various geopolitical developments have significantly impacted the rice industry, affecting production, trade, and market stability. These events highlighted the vulnerability of global supply chains and the importance of resilience and adaptability in agricultural practices. Going forward, the rice industry is likely to see increased emphasis on sustainability, technological innovation, and strategic policy measures to ensure food security and economic stability. Impact of Pandemic The pandemic caused significant disruptions in global supply chains. Restrictions on movement, lockdowns, and reduced workforce availability affected the transportation and distribution of many products, including rice. Initial panic buying and stockpiling by countries for certain products led to price surges and concerns about food security in some regions, while subsequent stabilisation efforts and changing demand patterns caused fluctuations. Supply chain disruptions affected the availability of essential agricultural inputs such as seeds, fertilisers, and pesticides, potentially impacting crop yields. Lockdowns and border restrictions caused disruptions in the global rice trade. Labour shortages in harvesting and processing also affected production and exports. Restrictions and health concerns led to labour shortages in the farming, processing, and transportation sectors, impacting rice production and distribution efficiency. Restrictions on mobility, transport, and trade disrupted the rice value chain, which affected the movement of rice from farms to consumers. Moreover, declining income and reduced demand affected farmers’ ability to invest in inputs and technology during the pandemic period. This uncertainty and disruptions caused volatility in rice prices. This also led to delays and increased costs in shipping rice to international markets. Some rice-exporting countries imposed temporary export bans or restrictions to ensure domestic food security, leading to supply shortages in importing countries and increased global market volatility. For instance, countries like Vietnam temporarily restricted rice exports to ensure domestic food security during the pandemic. With more people staying home, demand for packaged and ready-to-eat rice products increased. Lockdowns and restrictions on movement limited access to fresh groceries, including vegetables and meat. Rice, being a shelf-stable staple, became more appealing during that period. Impact of Geopolitical Developments The pandemic and geopolitical developments underscored the importance of food security, prompting many countries to reassess their rice reserves and dependency on imports. This led to increased efforts to boost domestic production capacities and diversify supply sources. The challenges faced during the pandemic accelerated the adoption of technological innovations in the rice industry. Digital platforms for market access, precision farming techniques, and improved supply chain management systems became more prominent post-pandemic. 1. Altered Weather Patterns Significantly Affect Crop Yields, Fisheries, and Food Security Shifting rainfall patterns and extreme weather events pose significant risks to food security at local, regional, and global levels. Climate change disrupts the rice industry by affecting both productivity and stability. Rising temperatures cause heat stress in rice plants, particularly during the grain-filling stage, resulting in smaller, less viable grains. Disrupted temperature patterns affect planting and harvesting schedules, leading to mismatches with optimal climate conditions. Increased frequency and severity of droughts limit water availability crucial for rice paddies, while excessive rainfall and flooding cause crop damage, soil erosion, and nutrient depletion. Extreme weather events such as cyclones and storms physically damage rice fields, destroy infrastructure, and disrupt supply chains, resulting in economic losses for farmers and the industry. 194These climate-related challenges significantly reduce rice production, impacting global food security and causing price hikes. For example, extreme heat during flowering stages can lead to spikelet sterility, reducing grain production. Geopolitical focus on climate change has heightened awareness and policy measures addressing the impacts of extreme weather on rice production. Global and regional initiatives promoting sustainable farming practices aim to reduce the environmental footprint of rice cultivation, influencing production methods and costs. Drought conditions in Southeast Asia exemplify how climate change can impact rice production. In a recent scenario, an intensified El Niño has led to lower rainfall in rice-producing regions, negatively impacting yields. Additionally, climate change poses significant risks to rice production. El Niño influences the Indian monsoon, causing fluctuations in rainfall patterns. This results in mixed effects, with some districts experiencing reduced yields due to water scarcity, while others may see higher production. Furthermore, in addition to war-related disruptions, an earlier-than-usual El Niño is expected to hamper rice production across Asia. The warmer and drier weather associated with El Nino can adversely affect rice crops, exacerbating food security concerns. 2. India’s Export Restrictions on Rice Continue to Disrupt Global Markets, Supplies and Prices India's trade policies and tariffs for rice aim to balance domestic food security with the promotion of rice exports. Trade policies and tariffs play a complex role in India's rice industry, affecting both domestic production and exports. Export tariffs and bans can significantly reduce India's rice exports, impact its global market share and potentially lead to a domestic surplus. India's export restrictions can disrupt the global rice market, causing price fluctuations and raising food security concerns for rice-importing countries. Trade disputes and tariff impositions between major rice-exporting and rice- importing nations influence market access and competitiveness. Additionally, declining yields in prominent rice- producing countries like Thailand have led to rising rice prices in Southeast Asia. India, being the world’s top rice exporter, imposed export bans on non-basmati rice, exacerbating food insecurity in Southeast Asia. India imposed a 20% export duty on certain varieties of rice in September 2022, which aims to control domestic rice prices after a heatwave threatened harvests. Further, in July 2023, India imposed a complete ban on broken rice exports and restricted exports of non-basmati rice varieties. This aims to further ensure domestic food security. Concerns over domestic food security may prompt countries to restrict rice exports. For instance, Myanmar joined India and Vietnam in limiting rice exports in 2023, potentially tightening global rice availability. Recently, in May 2025, the government has again imposed a 20% export duty on parboiled rice exports. 3. Impact of the Ukraine Conflict on the Global Rice Industry Russia’s invasion of Ukraine threatened global grain supplies as it reduced production and exports while increasing trade costs. Although Ukraine is not a major rice producer, the conflict has disrupted global wheat exports, leading some countries to substitute rice, thereby increasing demand and putting pressure on prices. The ongoing war in Ukraine has significantly affected the global food supply, including the rice industry, coupled with India’s decision to ban rice exports due to erratic monsoons. Before the conflict, Ukraine was a key exporter of agricultural commodities, including grains. The disruption of Ukrainian grain exports has had a ripple effect on global markets. The impact extends to rice production across South and Southeast Asia, which may face additional challenges, especially with the anticipated El Nino event. The conflict has tightened global cereal and oilseed markets, resulting in prices nearly doubling over the past two years and adversely affecting food security in importing countries. Therefore, the war in Ukraine has caused significant supply chain disruptions, increased trade risks, and affected global food security. As a result, rice production, along with other cereals and oilseeds, faces considerable challenges due to these combined factors. 195Hence, international conflicts disrupt trade routes and create uncertainty, affecting the global supply of commodities like rice. 4. Disruption in the Red Sea impacting the Cost of Transport Due to increased shipping costs, shipping companies are hesitant to use the Red Sea route due to security concerns. This forces them to take longer routes, significantly increasing shipping costs for rice exports. The uncertainty and delays caused by the Red Sea situation can disrupt established supply chains, making it difficult to fulfil export commitments on time. The increased costs and logistical challenges may make Indian basmati rice less competitive in some export markets, which may affect demand from traditional buyers in the Middle East, Europe, and North America. Exporters are exploring alternative routes, though they are often longer and more expensive. The higher shipping costs might be passed on to consumers in the form of increased rice prices in importing countries. These disruptions created a temporary but significant challenge for Indian basmati rice exports. While the industry has adapted through alternative routes and price adjustments, the ongoing situation adds uncertainty and could potentially hinder future export growth. Hence, this current disruption in the Red Sea is impacting the cost of transport, which is a key monitorable as the Indian players may expect the actual impact to be in Q1FY25 going forward. 5. Impact of Israel-Hamas Conflict on the Rice Industry Israel’s economy heavily relies on imports for major agricultural commodities like cereals and oilseeds from the world. Palestine imports cereals in a major share from India as compared to other items like oilseeds, fruits, vegetables etc. Israel and India share a significant bilateral trade relationship, with India primarily dealing in non-agricultural products, which reduces the direct impact on Indian farmers and exporters in agriculture. On the other hand, the Israel-Hamas war added to the uncertainty in the global economy, involving significant chances of disruptions and economic slowdown worldwide if the war escalates further. The war could also affect the oil- producing countries, including Iran and Saudi Arabia, in West Asia, even while Israel and Gaza are not major oil producers themselves, as the India-Middle East-Europe Economic Corridor (IMEEC), which connects India and Europe through West Asian countries, can face delays or challenges owing to war. Hence, the trade between the two countries may not be immediately impacted, but could suffer if the entire region becomes involved in the conflict. However, Indian exports could get heavily impacted if the region turns into a conflict zone with countries such as Iran, Israel and other adjoining nations being major consumers of Indian basmati rice. India’s basmati rice trade, which was hit by supply chain disruption caused by the Houthi attacks on the Red Sea, is still at ongoing risk, posing a rise in shipping costs. The Red Sea is an important lifeline for the global supply chain and international trade. Over one-third of production is shipped to countries like West Asia, North Africa and North America via the Red Sea, constituting the majority share of India’s basmati rice exports, which got severely impacted as the alternative route via the Cape of Good Hope has raised shipping costs. Therefore, basmati prices will be key monitorable in the near to medium term if disturbances on the Red Sea and Houthi attacks are sustained, posing a rise in shipping costs. 6. Impact of the Sudanese Civil War on the Rice Industry The Sudanese war, which erupted in April 2023, between the Sudanese army and the paramilitary Rapid Support Forces (RSF) had created one of the world’s largest hunger crisis, spreading across the nation. The ongoing civil war threatened Sudan’s food security and agricultural capacity as agriculture accounts for more than 50% share of total national exports and contributes massively in Sudan’s GDP. Despite the export duty on non-basmati white rice in India, its exports increased owing to international shortages amidst geopolitical tensions as well as unfavourable weather conditions. 196Sudan’s location on the Red Sea is crucial for trade flows through the Suez Canal, and any disruption could impact global trade, including that of India and other countries. However, the direct impact of the Sudanese war on the Indian rice industry may be limited currently, as it broadly affects regional dynamics. Complexities Hindering the Growth of the Rice Industry in India 1. Regulatory and Policy Challenges: Complex and sometimes inconsistent government regulations can create barriers for farmers and exporters. Navigating these regulations requires significant effort and resources. While government subsidies support farmers, over-reliance on these can sometimes create inefficiencies and discourage innovation and sustainable practices. Moreover, any change on the policy front, such as a ban on rice exports or an increase in the minimum support price, affects rice mills in the country. These government-imposed export bans and tariffs, which aim at ensuring domestic food security, can reduce India's share in the global market and affect overall industry growth. 2. Climate Change and Environmental Factors: Rising temperatures, erratic rainfall patterns, and extreme weather events like droughts and floods significantly impact rice yields. The frequency and severity of these events have increased, leading to instability in production. Rice cultivation is highly water-intensive, and regions reliant on monsoon rains are particularly vulnerable to changes in rainfall patterns. Water shortages and inefficient irrigation practices exacerbate this challenge. Being an agricultural commodity, paddy is subject to risks in the form of vagaries of nature. Paddy cultivation requires a large amount of water; unseasonal rain and floods could seriously threaten the crop. Moreover, farming practices, including the overuse of chemical fertilisers and pesticides, have led to soil degradation, reducing the fertility and productivity of rice paddies. 3. Economic and Market Factors/ Currency Fluctuations: Strong currency fluctuations can lead to substantial changes in rice prices, thereby influencing global demand. The fluctuations in rice prices, influenced by both domestic policies and international market dynamics, create uncertainty for farmers. Export restrictions and tariffs can also disrupt market stability. Since India competes with countries such as Vietnam and Thailand, in the export market therefore any significant appreciation of the rupee can lower the mills' profitability. Currency fluctuations, along with trade policies, play a crucial role in shaping rice exports. Volatile exchange rates make it challenging for exporters to predict and plan their pricing strategies effectively. 4. Infrastructure Deficiencies: Inadequate storage facilities, poor transportation infrastructure, and limited access to modern farming equipment hinder the efficiency and profitability of rice farming. 5. Technological Gaps: Although there have been advancements in agricultural technology, the adoption rate among small-scale farmers remains low. This limits potential productivity gains and the implementation of sustainable practices. Additionally, the use of traditional and outdated processing technology can lead to low-quality output, resulting in broken rice, discoloured grains, uneven shapes and sizes, and other impurities. Upgrading to modern equipment can mitigate these risks. Further, conducting extensive and regular quality checks can ensure the production of superior quality rice. 6. Cost of Inputs: Rising costs of seeds, fertilisers, and other agricultural inputs add to the financial burden on farmers, affecting their overall profitability. 7. Research and Development: Insufficient investment in R&D for developing resilient and high-yield rice varieties limits the industry's ability to cope with changing environmental conditions and pest resistance. 8. Socio-Economic Factors: The fragmentation of agricultural land into small holdings sometimes makes it challenging to achieve economies of scale, affecting productivity and profitability. Moreover, urban migration and the shift away from agriculture as a preferred occupation lead to labour shortages, particularly during peak 197Government Policies The government of India has implemented various initiatives to support and enhance the rice industry. These initiatives aim to improve productivity, ensure food security, provide financial assistance to farmers, and promote sustainable agricultural practices. 1. Pradhan Mantri Krishi Sinchayee Yojana The Pradhan Mantri Krishi Sinchayee Yojana (PMKSY), launched in 2015-16, aims to improve water accessibility on farms, expand irrigated areas, enhance on-farm water use efficiency, and promote sustainable water conservation. PMKSY operates as an umbrella scheme with two major components managed by the Ministry of Jal Shakti: The Accelerated Irrigation Benefit Programme (AIBP) and Har Khet Ko Pani (HKKP). HKKP includes four sub-components: Command Area Development & Water Management (CAD&WM), Surface Minor Irrigation (SMI), Repair, Renovation and Restoration (RRR) of Water Bodies, and Ground Water (GW) Development (approved only until 2021-2022). Additionally, the scheme incorporates the Watershed Development component (WDC) by the Ministry of Rural Development and the Per Drop More Crop (PDMC) component by the Department of Agriculture and Farmers Welfare (Doa&fw), which is now implemented separately. The AIBP component of PMKSY provides partial financial assistance from the Government of India for major and medium irrigation projects. In 2016-17, 99 ongoing projects were prioritised under PMKSY-AIBP, with funding from the long-term Irrigation Fund via NABARD. Out of these, 53 projects have been completed, while the rest are at various stages of implementation, with significant progress reported in many. Further, after approval of the implementation of PMKSY during 2021-2026, seven additional irrigation projects have been included under PMKSY-AIBP from 2021-22 onwards, which are presently under implementation. 2. National Food Security Mission (NFSM) The National Food Security Mission (NFSM), launched in 2007-08, aims to boost the production of rice, wheat, and pulses through area expansion and productivity enhancement, while also restoring soil fertility, creating employment opportunities, and improving farm-level economies. Coarse cereals were added to the mission in 2014-15. During the 12th Five-Year Plan, the NFSM targeted an additional production of 25 million tonnes of food grains. Post-12th Plan, new targets included an additional 13 million tonnes of food grains from 2017-18 to 2019- 20. Currently, NFSM includes sub-components such as NFSM-Rice, NFSM-Wheat, NFSM-Pulses, NFSM-Coarse Cereals, NFSM-Nutri-Cereals, and NFSM-Commercial Crops, and is implemented in 28 states and 2 union territories. The mission helps with cluster demonstrations, seed distribution, farm machinery, water application tools, and farmer training, covering about 80,000 hectares under food grain technology demonstrations from 2014- 15 to 2019-20. The NFSM focuses on improving seed replacement rates and varietal replacement by distributing mini kits of the latest varieties free of charge. Provides financial assistance for the adoption of improved technologies, high- yielding varieties, and better farm practices. The mission also focuses on enhancing productivity and sustainability in rice farming. 3. Rashtriya Krishi Vikas Yojana Initiated in 2007, the Rashtriya Krishi Vikas Yojana (RKVY) is an umbrella scheme designed to ensure the holistic development of agriculture and allied sectors in India. It allows states to select their agricultural development activities in line with district and state plans. Initially, it operated as an Additional Central Assistance scheme with 100% central funding, which changed to a Centrally Sponsored Scheme in 2014-15. Since 2015-16, the funding pattern has been adjusted to 60:40 between the Centre and states, with a 90:10 ratio for North Eastern and Himalayan states, and 100% central funding for Union Territories. The scheme incentivises states to increase public investment in agriculture by providing them with the flexibility and autonomy to plan and execute projects based on their specific needs and agro-climatic conditions. In November 2017, the Cabinet approved the continuation of RKVY as Rashtriya Krishi Vikas Yojana- Remunerative Approaches for Agriculture and Allied Sector Rejuvenation (RKVY-RAFTAAR) for 2017-18 to 1982019-20 with a financial allocation of Rs. 15,722 crores. RKVY-RAFTAAR aims to make farming a profitable activity by strengthening farmers' efforts, mitigating risks, and promoting agri-business entrepreneurship. Funds are allocated across three main streams: Regular RKVY-RAFTAAR (70% of the annual outlay) focusing on infrastructure, value addition, and flexi funds; special sub-schemes (20%) targeting national priorities; and innovation and agri-entrepreneur development (10%) for fostering innovation and entrepreneurship through skill development and financial support. Basically, the scheme aims to incentivize states to invest more in agriculture and allied sectors. Funds are provided to states for various agricultural development projects, including those focused-on rice cultivations. This initiative promotes the development of infrastructure, research, and innovation in the rice sector. 4. Pradhan Mantri Kisan Samman Nidhi PM-KISAN is a central sector scheme launched on 24th February 2019, which aims to provide financial assistance to all landholding farmer families nationwide, subject to specific exclusion criteria, to help cover expenses related to agriculture, allied activities, and domestic needs. Under this scheme, Rs. 6000 per year is transferred directly to farmers' bank accounts in three instalments of Rs. 2000 each, every four months. So far, benefits worth ₹2.81 lakh crore have been provided to over 11 crore farmers under the scheme. 5. Pradhan Mantri Fasal Bima Yojana (PMFBY) Launched in 2016, the Pradhan Mantri Fasal Bima Yojana (PMFBY) aims to provide a simple and affordable crop insurance product that offers comprehensive risk coverage to farmers. This scheme protects crops against all non- preventable natural risks from pre-sowing to post-harvest, ensuring adequate claim amounts. In the year 2022-23, PMFBY enrolled 1174.7 lakh farmer applications with an allocated fund of Rs. 15,500 crores. The scheme supports sustainable agricultural production by providing financial aid for crop loss, stabilising farmers' income, encouraging modern agricultural practices, and ensuring the flow of credit to the agriculture sector, thereby contributing to food security and crop diversification. The PMFBY utilises an integrated IT solution and a web-based ecosystem to streamline service delivery, unify databases, and eliminate manual processes. This digital approach enhances the speed and efficiency of providing insurance services to farmers. The government is working to integrate all stakeholders, including farmers, insurance companies, financial institutions, and government agencies, on a single IT platform to improve administration, coordination, and transparency. The Crop Insurance portal has digitised notifications for areas, crops, and schemes, facilitating easier access for farmers, especially those in remote and economically disadvantaged regions, to avail crop insurance services. This secure and seamlessly integrated ecosystem ensures that multiple stakeholders, including farmers, government functionaries, and financial intermediaries, can access real-time information and monitoring. Threats & Challenges to Issuers and their Products 1. Pest and Disease Infestation – Rice crops are highly prone to various pests and diseases that can cause substantial yield losses. Harmful pests such as the brown planthopper, rice hispa, stem borer, armyworm, and rice bug can damage crops, while diseases like rice blast, bacterial leaf blight, sheath rot, tungro virus, and false smut pose serious threats to production. Ineffective pest and disease control strategies can further worsen the situation, leading to lower harvests and financial strain on farmers. However, when it comes to storage, parboiled rice provides an edge over raw rice as it is less prone to insect infestation, making it easier to store and maintain with minimal losses. 2. Climate Change and Weather Uncertainty – The increasing global temperature due to greenhouse gas emissions has disrupted traditional weather patterns, delayed monsoons and altered rainfall distribution. These climatic shifts make rice farming more unpredictable, as sudden droughts, unseasonal rainfall, and extreme weather events negatively affect crop growth and yield. Farmers face mounting challenges in adapting to these rapid environmental changes. 1993. Declining Soil Fertility and Degradation – The overuse of chemical fertilisers and poor agricultural practices has severely impacted soil health. The excessive application of fertilisers has led to increased soil salinity, gradually reducing its fertility and negatively affecting crop yield. The destruction of the natural microbial ecosystem further weakens soil quality, leading to long-term sustainability issues for rice farming. 4. Nutrient Imbalance and Poor Soil Management – To achieve high yields, rice plants require an adequate supply of nutrients from the soil. However, indiscriminate use of chemical fertilisers disrupts the soil’s natural microbiome, affecting nutrient absorption. The depletion of essential nutrients leads to weaker plants, lower resistance to pests and diseases, and a decline in grain quality, ultimately reducing the economic value of the harvest. 5. Fluctuating Market Prices and Rising Costs – Farmers are often caught in a cycle of price instability, where rice prices fluctuate due to global demand, government policies, and market speculation. Additionally, the rising costs of essential agricultural inputs such as fertilisers, pesticides, labour, and irrigation further strain profitability. Without stable pricing and cost-effective solutions, many rice farmers struggle to sustain their livelihoods. 6. Policy Gaps, MSP Challenges, and Dependence on Subsidies – The effectiveness of the Minimum Support Price (MSP) system remains inconsistent, as many farmers face obstacles in accessing fair prices due to middlemen and inefficient procurement mechanisms. Moreover, the industry's dependence on government subsidies raises concerns about long-term financial sustainability. Frequent policy shifts also create uncertainty, affecting investment and production decisions. 7. Shifting Consumer Preferences and Health Concerns – Growing health consciousness is influencing dietary habits, with an increasing preference for alternative grains like millets, quinoa, and wheat. Additionally, concerns over pesticide residues and arsenic contamination in rice have driven demand for organic and chemical-free varieties. Traditional rice farmers face the challenge of adapting to these evolving consumer trends while maintaining productivity and profitability. 8. Quality Concerns- Ensuring consistent quality in the rice industry is a major challenge, as variations in grain size, moisture levels, and purity can hurt consumer trust and damage a brand’s reputation. Risks like contamination from pesticides, heavy metals, or harmful microbes pose serious health concerns and can lead to strict regulations. Additionally, mixing lower-quality or different varieties of rice weakens product values and reduces and shakes customer confidence. Poor handling after harvest, such as inadequate storage or transportation, can cause spoilage, insect damage, or broken grains, all of which harm quality. 9. Rising Competition- Competition in the rice industry is increasing both in the domestic market as well as in the global market. With more local producers and brands entering the market, prices and profit margins are under constant pressure. At the same time, changing consumer tastes toward other grains and superfoods are cutting into rice demand. Competition has increased by eating into established brands, as retailers offer private-label and low-cost rice options. Companies with proper milling, packaging, and marketing techniques also get an upper hand. 10. Geopolitical Risks – Geopolitical factors pose significant challenges for the rice industry. Trade barriers like tariffs, quotas, and export bans can disrupt supply chains and limit access to important markets. Political instability or sudden policy shifts in key rice-producing regions can also hamper production and exports. Fluctuations in currency values add uncertainty to pricing and profitability, while international sanctions may restrict trade and complicate business partnerships. Additionally, evolving climate change policies often require farmers and producers to adopt more sustainable, but sometimes costlier, practices, adding further pressure on the industry. 200Road Ahead From Farm to Grid: Potential of the Indian Rice Industry to contribute to renewable energy solutions with rice straw and husk The rice industry in India presents a significant opportunity to contribute to the country's renewable energy goals. Rice cultivation generates a substantial amount of agricultural residue, such as rice husk and straw (by-products of rice production), which can be utilised as feedstock for renewable energy production through processes like biomass gasification and combustion for power generation. Rice straw and husk are widely used for various purposes in India, such as animal feed, fuel, as well as a raw material in the paper and packaging industries. By harnessing rice residue for renewable energy, the industry can play a pivotal role in reducing greenhouse gas emissions, reducing the country’s dependence on fossil fuels, mitigating air pollution caused by open field burning of crop residues, and promoting sustainable agricultural practices. Furthermore, integrating renewable energy production with rice cultivation can create additional revenue streams for farmers and enhance rural livelihoods. Therefore, the availability of these by-products has opened opportunities for producing renewable energy in the form of biofuels. Implementing initiatives to promote the adoption of renewable energy technologies in the rice industry, coupled with supportive government policies and incentives, can unlock the industry's potential to contribute significantly to India's renewable energy targets while fostering rural development and environmental sustainability. The consumption of basmati and non-basmati rice in the domestic market is evolving due to modern trade, D2C initiatives, e-commerce, premiumization, branding, and celebrity endorsements. Consumers are increasingly opting for organised, branded options that promise quality, convenience, and authenticity, with modern trade and e-commerce making rice shopping more accessible. Premium basmati rice is gaining popularity as consumers seek higher-quality products, and branding plays a key role in differentiating these offerings. Celebrity endorsements further elevate brand visibility and appeal. Meanwhile, even non-basmati rice is seeing a rise in share from organised players, driven by innovation in packaging, quality, and consumer-focused marketing. This shift is reshaping the market towards more premium and branded rice choices, enhancing competition and consumer engagement. Outlook The future of the rice industry in 2025 will be shaped by policy reforms, technological advancements, and sustainable farming initiatives. Governments worldwide are working to ease trade regulations, stabilise exports, and adopt climate-resilient agricultural practices to strengthen food security and enhance market competitiveness. A key focus is on developing high-yield and disease-tolerant rice varieties to counter the impact of climate change. Sustainable farming methods such as direct-seeded rice (DSR), precision agriculture, and organic cultivation are gaining prominence to conserve water, improve soil fertility, and boost productivity. In FY25, India’s rice production was approximately 149 million tonnes, and basmati rice production was approximately 1 million tonnes. Out of which, nearly two-thirds of the Basmati rice sold domestically is still distributed in loose form. As per industry sources, only around 19% of the urban households opt for packaged Basmati rice, indicating significant untapped potential for growth within the packaged segment of the domestic market. The broader trend of shifting consumer preference from loose to packaged rice, across both Basmati and non- Basmati categories, presents a great opportunity for growth and capturing the unorganised market. This shift is driven by rising demand for convenience, food safety, and consistent quality, especially among the rapidly growing urban Indian population. As migration towards urban cities continues, the demand for packaged rice is expected to rise simultaneously. The Indian rice market is projected to experience steady growth, with its value expected to rise from USD 55,103 million in CY25 to USD 59,754 million in 2030, reflecting a Compound Annual Growth Rate (CAGR) of 1.8% between CY25 and CY30. The growth is driven by increasing domestic consumption, robust export demand, and 201the adoption of advanced agricultural practices. While the growth rate remains moderate, ongoing investments in technology-driven farming, improved irrigation systems, and policy reforms aimed at ensuring farmer welfare and trade stability will be critical in sustaining the industry's momentum. A balanced approach integrating innovation, sustainability, and efficient market strategies will be key to ensuring long-term resilience and expansion in India's rice sector. By CY33, the market is anticipated to reach USD 64,097 million, driven by increasing domestic consumption, robust export demand, and the adoption of advanced agricultural practices. While the growth rate remains moderate, ongoing investments in technology-driven farming, improved irrigation systems, and policy reforms aimed at ensuring farmer welfare and trade stability will be critical in sustaining the industry's momentum. A balanced approach integrating innovation, sustainability, and efficient market strategies will be key to ensuring long-term resilience and expansion in India's rice sector. Competitive Landscape Business Profile Table 5: Peer business profiling (FY25) Rice Domestic Installed Exports - Advertisement Export Sales - Peers Capacity Distributors Value in Expense - in Plant Location Countries Value in Rs. (MTPA) Rs. Rs. Mn Million Million 5 Plants KRBL Uttar Pradesh 12,14,720 850+ 14,730 90+ 40,992 907.6 Limited Punjab Haryana Delhi Gujarat LT Foods 2 plants 7,99,350 1,400+ 13,672 80+ 19,931 1,765.5 Limited Haryana Punjab Amir Chand Jagdish 3 Plants Kumar 5,50,800 425+ 7,661 37 12,356 59.0 Punjab Haryana (Exports) Delhi Limited 3 Plants Gohana Road, GRM Haryana Naultha Overseas 4,40,800 270+ 7,847 42 5,602 15.04 (Panipat), Limited Haryana Gandhidham, Gujarat Chaman Lal 1 Plant Setia Exports 2,40,900 440+ 12,600 90+ 2,350 34.6 Karnal Limited 3 Plants Sarveshwar Seora, Jammu 1,27,750 75+ 1,423 25+ 9,939 0.42 Food Limited Bharmna, Jammu Gujarat Source: Company Financials, CareEdge Research Table 6: Player Profile Amir Chand LT Sarveshwar GRM Chaman Lal KRBL Jagdish Kumar Product portfolio Foods Food Overseas Setia Exports Limited (Exports) Limited Limited Limited Limited Limited Basmati ✓ ✓ ✓ ✓ ✓ ✓ 202Non-Basmati ✓ ✓ ✓ ✓ Regional rice ✓ ✓ ✓ ✓ ✓ Edible Oil ✓ Atta ✓ Besan ✓ Maida ✓ ✓ Sooji ✓ Salt ✓ Sugar ✓ ✓ ✓ Masala packs / Spices ✓ ✓ ✓ Source: Company Financials, CareEdge Research LT Foods Limited LT Foods Ltd, established in the year 1978, is the leading processor of rice and other speciality foods in India. The Company has a presence in over 80 countries and over 1,400 distributors worldwide. The Company’s key brands include ‘Daawat’ and ‘Royal’. Apart from basmati, it also sells speciality rice (Arborio Rice, Jasmine Rice, Fortified Rice, etc.), organic food and ingredients, and health products. The total manufacturing capacity of the company is 7,99,350 MTPA, while operational capacity utilisation was recorded at 85% as of March 2025. Furthermore, the company plans to expand its product portfolio in the ready-to-cook division both domestically and internationally. Table 7: Financials of LT Foods Limited Financial indicators FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 6,936 7,772 8,681 5,230 Operating profit (EBITDA) (Rs. Crores) 729 987 1,007 582 Operating margin (in %) 10.50% 12.70% 11.60% 11.13% EBIT Margin (in %) 9.30% 11.37% 10.48% 9.82% Net profit (Rs. Crores) 423 598 612 332 Net profit margin (in %) 6.10% 7.69% 7.05% 6.36% Total debt (Rs. Crores) 938 526 743 1,183 Debt-to-Equity 0.34 0.15 0.19 0.28 Current Ratio 1.96 2.08 1.85 2.01 Return on Capital Employed (ROCE) (in %) 18.78% 23.26% 21.77% 11.15% Return on Equity (ROE) (in %) 17.10% 19.20% 16.81% 8.27% Return on Assets (ROA) (in %) 8.73% 10.52% 9.09% 4.41% Debtor Days 34 32 30 28 Creditor Days 68 79 87 68 Inventory Days 143 154 165 138 Working Cycle 108 107 108 98 Source: Company Financials, CareEdge Research Note: Creditors days are reported as COGS for H1FY26. 203KRBL Limited KRBL Ltd, incorporated in 1889, is one of the largest rice millers in India with the combined capacity of 207 tonnes per hour for milling and 233 tonnes per hour for packaging as of March 2025. It is also a leading basmati rice manufacturer and exporter with shipments to more than 90 countries spanning across 6 continents. The company has established manufacturing facilities in 5 states, namely, Punjab, Gujarat, Delhi, Haryana and Uttar Pradesh, and it has over 850 distributors and approx. over 4,09,604 retail outlets in India. The company has a wide range of products and is mainly into basmati rice (India Gate Classic Basmati Rice, Dubar Basmati Rice, India Gate Select Basmati Rice, etc) and non-basmati rice (India Gate Sona Masoori, India Gate Surti Kolam, India Gate Jeera Rice) products. They also have another segment among health food where a variety of products are crafted to address health concerns. These include Quinoa, Flax seeds, Chia seeds, etc. KRBL Ltd has plans to expand into the edible oils business by selling rice bran oil. Along with this, it aims to grow its premium non-basmati segment by establishing 2 processing facilities in Karnataka and Madhya Pradesh. Table 8: Financials of KRBL Limited Financial indicators FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 5,365 5,385 5,594 3,095 Operating profit (EBITDA) (Rs. Crores) 939 802 674 422 Operating margin (in %) 17.50% 14.90% 12.06% 13.64% EBIT Margin (in %) 17.82% 15.23% 11.70% 14.11% Net profit (Rs. Crores) 701 596 476 323 Net profit margin (in %) 13.07% 11.07% 8.51% 10.42% Total debt (Rs. Crores) 201 507 377 22 Debt-to-Equity 0.04 0.10 0.07 0.00 Current Ratio 6.35 5.40 6.26 8.58 Return on Capital Employed (ROCE) (in %) 22.19% 16.10% 12.48% 8.61% Return on Equity (ROE) (in %) 16.00% 12.48% 9.43% 6.02% Return on Assets (ROA) (in %) 13.56% 10.35% 7.83% 5.17% Debtor Days 20 20 25 30 Creditor Days 14 10 11 13 Inventory Days 238 293 272 182 Working Cycle 243 302 286 199 Source: Company Financials, CareEdge Research *Note: Creditors days is calculated using COGS due to limited disclosures Amir Chand Jagdish Kumar (Exports) Limited Amir Chand Jagdish Kumar (Exports) Ltd, established in 2003, is one of India’s leading producers and exporters of basmati rice. Operating under the flagship brand Aeroplane Rice, the company also markets a diverse portfolio of rice varieties through other in-house brands such as La-Taste, Alibaba, World Cup, Hani, Palm Tree, Budallah, Sophia, and Al Jazira. The company ranks 3rd among the peer set in terms of revenue, it is also among the few Indian branded rice players that have ventured into FMCG staples. With a robust installed production capacity of 550,800 MTPA, Amir Chand Jagdish Kumar (Exports) Ltd has the 3rd largest installed production capacity as compared to select players. Amir Chand Jagdish Kumar (Exports) Limited is a key player in the organised rice market, and with organised players slowly taking over the unorganised market, the company may also benefit from the changing trend going forward. 204Operations and Infrastructure The company is engaged in rice milling and processing, with modern manufacturing facilities located in Amritsar (Punjab) and Safidon (Haryana). These strategic locations offer several competitive advantages, including easy access to high-quality paddy, favourable procurement pricing, and lower logistics costs. Its state-of-the-art, fully automated rice milling and processing units produce a wide range of rice, including aromatic rice, sweet rice, long grain rice, medium grain rice, and rough (paddy) rice. These products are distributed across both domestic and international markets. Global Presence Amir Chand Jagdish Kumar (Exports) Ltd exports to over 38 countries, including key markets like Iraq, Saudi Arabia, Oman, Jordan, U.A.E, Palestine, Azerbaijan, Bahrain and South Africa, among other major rice-importing nations. Distribution and Market Reach The company has established a strong distribution network, comprising over 431 partners in India and more than 53 international partners. Financial and Brand Strength In terms of domestic performance, the company reported Rs. 12,355.82 million in revenue from domestic sales in FY25. They have a cost-effective branding strategy, with an advertising expenditure of Rs. 59 million, substantially lower than its peers. Manufacturing Footprint The company operates across three key locations: Punjab, Haryana, and Delhi, reinforcing its presence in major agricultural and commercial hubs. Table 9: Financials of Amir Chand Jagdish Kumar (Exports) Limited Financial indicators FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 1,316 1,550 2,002 1,021 Operating profit (EBITDA) (Rs. Crores) 80 110 164 106 Operating margin (in %) 6.06% 7.08% 8.18% 10.36% EBIT Margin (in %) 5.65% 6.73% 7.94% 10.34% Net profit (Rs. Crores) 17 30 61 49 Net profit margin (in %) 1.33% 1.96% 3.04% 4.76% Total debt (Rs. Crores) 668 778 784 740 Debt-to-Equity 2.38 2.50 2.07 1.68 Current Ratio 1.25 1.23 1.25 1.32 Return on Capital Employed (ROCE) (in %) 7.82% 10.41% 14.36% 9.16% Return on Equity (ROE) (in %) 6.43% 10.27% 17.61% 11.87% Return on Assets (ROA) (in %) 1.58% 2.56% 4.29% 3.16% Debtor Days 86 75 71 81 Creditor Days 34 19 20 34 205Financial indicators FY23 FY24 FY25 H1FY26 Inventory Days 176 168 157 161 Working Cycle 228 224 208 208 Source: Company Financials, CareEdge Research Chaman Lal Setia Exports Limited The company was established back in 1974 in Amritsar, in Punjab and went on to become one of the largest manufacturers and exporters of basmati rice. Situated amidst the richest paddy fields at Amritsar in Punjab, Karnal in Haryana and Delhi, the company gets an eagle eye view over 140 grain markets spread over 4000 sq. kms of rice producing area. The company is engaged in the business of milling and processing basmati rice. The company has been involved in export operations since 1982 and was recognised as an export house by the Ministry of Commerce in 1989; at present, the company is a ‘Star Export House’. It holds a strong nationwide presence along with its substantial presence in more than 90 countries and packaging private label brands in numerous markets around the world. Table 10: Financial of Chaman Lal Setia Exports Limited Financial indicators FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 1,387 1,356 1,495 580 Operating profit (EBITDA) (Rs. Crores) 159 162 141 54 Operating margin (in %) 11.45% 11.94% 9.43% 9.25% EBIT Margin (in %) 11.86% 12.13% 9.77% 9.93% Net profit (Rs. Crores) 118 116 103 41 Net profit margin (in %) 8.48% 8.53% 6.88% 6.99% Total debt (Rs. Crores) 121 175 123 67 Debt-to-Equity 0.20 0.25 0.17 0.09 Current Ratio 4.27 3.80 4.70 3.85 Return on Capital Employed (ROCE) (in %) 27.31% 21.84% 18.03% 8.40% Return on Equity (ROE) (in %) 23.12% 17.49% 14.22% 5.43% Return on Assets (ROA) (in %) 16.35% 12.76% 10.49% 4.18% Debtor Days 43 48 52 61 Creditor Days using COGS 6 3 3 7 Inventory Days 98 123 114 102 Working Cycle 135 168 163 156 Source: Company Financials, CareEdge Research Note – Consolidated data is not available, *Creditors days is calculated using COGS due to limited disclosures 15.5 GRM Overseas Limited The group was established as a Partnership Firm in 1974 as “Garg Rice & General Mills”. In 1995, the company was incorporated into a public company with the name of GRM Overseas Limited. The company is engaged in the milling and processing of basmati rice with an installed capacity of 4,40,800 metric tonnes per annum at Panipat, Haryana. During the initial years, GRM exported rice to the Middle East, the United Kingdom and the United States. The main 206products which the company deals in are domestic and international Basmati rice, spices, classic atta and the biryani kit. Gradually expanding its reach, GRM has developed a market for its rice in more than 50 countries in September 2025. Table 11: Financial of GRM Overseas Limited Financial indicators FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 1,379 1,312 1,348 689 Operating profit (EBITDA) (Rs. Crores) 98 72 80 39 Operating margin (in %) 7.12% 5.50% 5.90% 5.63% EBIT Margin (in %) 7.77% 7.70% 7.60% 7.90% Net profit (Rs. Crores) 63 61 61 34 Net profit margin (in %) 4.56% 4.63% 4.54% 4.91% Total debt (Rs. Crores) 413 393 364 211 Debt-to-Equity 1.50 1.18 0.85 0.44 Current Ratio 1.45 1.67 1.80 2.13 Return on Capital Employed (ROCE) (in %) 17.55% 14.43% 14.08% 7.74% Return on Equity (ROE) (in %) 26.10% 19.98% 16.09% 7.47% Return on Assets (ROA) (in %) 8.66% 7.81% 7.29% 3.81% Debtor Days 107 123 130 135 Creditor Days 23 21 13 7 Inventory Days 67 74 72 72 Working Cycle 151 176 189 200 Source: Company Financials, CareEdge Research Note: Creditors days are reported as COGS for H1FY26. Sarveshwar Foods Limited Sarveshwar Foods Ltd, founded in 1890, has a rice processing and packaging capacity of more than 350 MT per day. The Company has operations in over 25 countries. It serves customers in several Indian states, including Jammu and Kashmir, Punjab, Haryana, Rajasthan, Uttar Pradesh, Gujarat, Madhya Pradesh, West Bengal, Maharashtra, Telangana, Andhra Pradesh, Karnataka, Kerala, and Tamil Nadu. The company has two state-of-the-art Buhler German Rice milling plants in Jammu with parboiling plants, grain storage silos, warehousing capacity of 3,00,000 Sq. Ft. with ultra-modern packaging plants on 24 acres of land. The main products which the company deals in are Indian traditional Basmati rice (Sarveshwar Traditional Basmati Rice, Sarveshwar Ultra Long Basmati Rice) and non-Basmati rice. They have also launched new millet-based products with an emphasis on organic farming. The company has plans to expand its global footprint over time. Table 12: Financials of Sarveshwar Foods Limited Financial indicators FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 689 870 1,136 636 Operating profit (EBITDA) (Rs. Crores) 32 56 72 34 Operating margin (in %) 4.71% 6.42% 6.32% 5.37% EBIT Margin (in %) 5.48% 7.12% 6.70% 5.53% 207Net profit (Rs. Crores) 8 17 27 15 Net profit margin (in %) 1.13% 1.93% 2.37% 2.40% Total debt (Rs. Crores) 287 297 303 264 Debt-to-Equity 1.34 1.18 0.99 0.57 Current Ratio 1.77 1.53 1.51 1.69 Return on Capital Employed (ROCE) (in %) 8.14% 11.79% 13.17% 5.76% Return on Equity (ROE) (in %) 4.14% 7.19% 9.68% 3.97% Return on Assets (ROA) (in %) 1.44% 2.46% 3.18% 1.50% Debtor Days 104 76 70 90 Creditor Days using COGS 46 124 161 83 Inventory Days 131 133 139 137 Working Cycle 190 85 48 144 Source: Company Financials, CareEdge Research Note: Creditors days are reported as COGS for H1FY26. 208KPIs Comparison Peers LT Foods Ltd KRBL Ltd Amir Chand Jagdish Kumar (Exports) Ltd FY23 FY24 FY25 H1FY26 FY23 FY24 FY25 H1FY26 FY23 FY24 FY25 H1FY26 Net Sales (Rs. Crores) 6936 7772 8681 5230 5365 5385 5594 3095 1316 1550 2002 1021 Revenue Growth (%) 27.79% 12.06% 11.70% - 117.23% 4.51% 3.88% - 7.82% 17.76% 29.14% - Operating Margin (in 10.50% 12.70% 11.60% 11.13% 17.50% 14.90% 12.06% 13.64% 6.06% 7.08% 8.18% 10.36% %) Net Profit Margin (in 6.10% 7.69% 7.05% 6.36% 13.07% 11.07% 8.51% 10.42% 1.33% 1.96% 3.04% 4.76% %) Total Debt (Rs. 938 526 743 1183 201 507 377 22 668 778 784 740 Crores) Debt-to-Equity 0.34 0.15 0.19 0.28 0.04 0.10 0.07 0.00 2.38 2.50 2.07 1.68 Current Ratio 1.96 2.08 1.85 2.01 6.35 5.40 6.26 8.58 1.25 1.23 1.25 1.32 Return on Capital Employed (ROCE) (in 18.78% 23.26% 21.77% 11.15% 22.19% 16.10% 12.48% 8.61% 7.82% 10.41% 14.36% 9.16% %) Return on Equity 17.10% 19.20% 16.81% 8.27% 16.00% 12.48% 9.43% 6.02% 6.43% 10.27% 17.61% 11.87% (ROE) (in %) Return on Assets 8.73% 10.52% 9.09% 4.41% 13.56% 10.35% 7.83% 5.17% 1.58% 2.56% 4.29% 3.16% (ROA) (in %) Source: Company Financials, CareEdge Research 209Peers Chamanlal Setia Exports Ltd GRM Overseas Ltd Sarveshwar Foods Ltd FY23 FY24 FY25 H1FY26 FY23 FY24 FY25 H1FY26 FY23 FY24 FY25 H1FY26 Net Sales (Rs. 1387 1356 1495 580 1379 1312 1348 689 689 870 1136 636 Crores) Revenue 48.78% -2.29% 10.27% - 21.62% -4.86% 2.76% - 13.99% 26.15% 30.60% - Growth (%) Operating 11.45% 11.94% 9.43% 9.25% 7.12% 5.50% 5.90% 5.63% 4.71% 6.42% 6.32% 5.37% Margin (in %) Net Profit 8.48% 8.53% 6.88% 6.99% 4.56% 4.63% 4.54% 4.91% 1.13% 1.93% 2.37% 2.40% Margin (in %) Total Debt (Rs. 121 175 123 67 413 393 364 211 287 297 303 264 Crores) Debt-to-Equity 0.20 0.25 0.17 0.09 1.50 1.18 0.85 0.44 1.34 1.18 0.99 0.57 Current Ratio 4.27 3.80 4.70 3.85 1.45 1.67 1.80 2.13 1.77 1.74 1.51 1.69 Return on Capital 27.31% 21.84% 18.03% 8.40% 17.55% 14.43% 14.08% 7.74% 8.14% 11.79% 13.17% 5.76% Employed (ROCE) (in %) Return on Equity (ROE) 23.12% 17.49% 14.22% 5.43% 26.10% 19.98% 16.09% 7.47% 4.14% 7.19% 9.68% 3.97% (in %) Return on Assets (ROA) 16.35% 12.76% 10.49% 4.18% 8.66% 7.81% 7.29% 3.81% 1.44% 2.46% 3.18% 1.50% (in %) Source: Company Financials, CareEdge Research 210The strategic presence of the Amir Chand Jagdish Kumar (Exports) Ltd.’s (ACJKEL) rice mills in the regions gives a competitive advantage in terms of easy availability of paddy, lower freight, and favourable pricing terms. During H1FY26, the company has been consistently improving EBITDA and PAT, amongst its peers for the last three years. On account of efficient utilisation of resources, the company has been able to generate a consistently improving return ratio in ROCE and ROE, for the last three Fiscals as compared to peers. This suggests that the company is effectively utilising its capital and equity to generate profits. This may be due to strong management practices, efficient cost control, and effective resource allocation. Formulas used Parameter Formula Revenue Revenue from Operations Cost of Material Consumed + Purchase Stock in Trade +/- Changes in COGS inventories of finished goods, stock-in-trade and work-in-progress Profit Before Tax + Depreciation & Amortization + Finance Cost – Other EBITDA Income EBIT Profit Before Tax + Finance Cost Debt Long-term Borrowings + Short-term Borrowings Cash Cash and cash equivalents + Bank EBITDA Margin EBITDA/ Revenue from operations EBIT Margin EBIT/ Revenue from operations PAT Margin Profit after Tax/ Revenue from operations Equity Share Capital + Other Equity reserves & surplus + Noncontrolling Total Equity Interest Total Equity + Long term Debt + Short Term Debt – Cash and Cash Capital Employed equivalent Debt to Equity Debt/ Total Equity Return on Equity (ROE) PAT/ Average Equity Return on Asset PAT/ Average Total Asset Return on Capital Employed EBIT/ Average Total Capital Employed (ROCE) Current Ratio Current Assets/ Current Liabilities Debtor Days 365/ (Revenue from Operations/Average Trade Receivables) Creditor Days using Net Purchases 365/ (Net Purchases/Average Trade Payables) Creditor Days using COGS 365/ (COGS/Average Trade Payables) Inventory Days 365/ (Revenue from Operations/Average Inventory) Working Cycle Days Debtors Days + Inventory Days – Creditors Days 211OUR BUSINESS Unless stated otherwise, all financial information is derived from our Restated Consolidated Financial Information. Further, references in this section to “we”, “our” or “us” (including in the context of any financial information) are to the Company along with its Subsidiary, on a consolidated basis. To obtain a complete understanding of our Company and business, prospective investors should read this section in conjunction with ‘Risk Factors’, ‘Industry Overview’, ‘Management’s Discussions and Analysis of Financial Condition and Results of Operations’ and ‘Financial Information’ on pages 36, 153, 361 and 295, respectively, as well as financial and other information contained in this Prospectus as a whole. Additionally, please refer to ‘Definitions and Abbreviations’ on page 1 for certain terms used in this section. Some of the information set out in this section, especially information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section titled ‘Forward Looking Statements’ on page 34 for a discussion of the risks and uncertainties related to those statements and also the section titled ‘Risk Factors’ on page 36 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. We have included various operational and financial performance indicators in this Prospectus, some of which may not be derived from our Restated Consolidated Financial Information or otherwise subjected to an examination, audit or review or any other services by our Statutory Auditor, or any other expert. The manner of calculation and presentation of some of the operational and financial performance indicators, and the assumptions and estimates used in such calculation, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other information relating to our business and operations included in this Prospectus. Our financial year ends on March 31 of every year, so all references to a particular financial year are to the 12 month period ended March 31 of that year. Unless otherwise indicated, industry and market data used in this section has been derived from industry report titled ‘Industry Research Report on Rice Industry’ dated January 13, 2026, prepared and issued by Care Analytics and Advisory Private Limited, appointed by us pursuant to engagement letter dated April 16, 2025, and exclusively commissioned and paid for by us in connection with the Issue (the “CARE Report”), for the purposes of confirming our understanding of the industry in which we operate. Unless otherwise indicated, all industry and other related information derived from the ‘CARE Report’ and included herein with respect to any particular year refers to such information for the relevant calendar year. Care Analytics and Advisory Private Limited was appointed by our Company and is not connected to our Company, our Directors and our Promoters. The Company commissioned CARE Report will form part of the material documents for inspection and a copy of the Company commissioned CARE Report is available on the website of our Company at https://www.aeroplanerice.com/investor-information/. Unless otherwise indicated, operational, industry and other related information included herein with respect to any particular year refers to such information for the relevant financial year. For further details, see section titled “Risk Factors — Certain sections of this Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 74. Overview We are a processor and exporter of basmati rice and other FMCG products in India. Leveraging the extensive expertise of our Promoters, our Company benefits from over four decades of experience in the basmati rice industry in India. As per Company commissioned CARE Report, we rank 3rd among our peers in terms of revenue, we are among the few Indian branded rice players that have ventured into FMCG staples. We believe we are one of the few Indian companies with fully integrated operations with a presence across the basmati rice value chain, with operations that include procurement, storage, processing, marketing and sales. In addition, we have also diversified into FMCG products, offering staples and essential kitchen supplies such as aata, maida, sooji, besan, salt and sugar, We market our products under our flagship registered and trademarked brand “AEROPLANE”, with more than 40 different sub- brands for various products, including without limitation, “Aeroplane La-Taste”, “Aeroplane Classic”, “Ali baba”, “World Cup” and “Jet”. As on date of this Prospectus, we have registered a total of 100 trademarks, including 70 212trademarks in India and 30 trademarks across 26 countries primarily in Europe, Asia and Africa, and 22 copyrights in India. We provide our customers with a diverse range of brands across multiple price segments catering to various demographics. Our products are broadly categorized into two (2) segments: (i) rice and (ii) FMCG. The products in our rice segment comprise of basmati rice and other specialty rice, such as kolam rice, sona masuri, idli rice and ponni rice. We derive a majority of our revenue from our basmati rice products. Basmati rice, famous for its aroma and long grains, is a premium variety and one of the most prized varieties of rice. As per Company commissioned CARE Report, basmati rice from India has been granted a Geographical Indication (GI) tag, recognizing its unique identity and ensuring protection against counterfeit products in international markets. As per Company commissioned CARE Report, India is the leading exporter of basmati rice to the world with an export volume of 6,065,500 MT (increased by 16% as against the previous year) to the world for the worth of Rs. 50,312 crores/ USD 5,944 million, during the year 2024- 25, according to Agricultural and Processed Food Products Export Development Authority (APEDA). As per Company commissioned CARE Report, during the past five years, India exported rice to about 150 countries globally. The major export destination being the Middle East, including Saudi Arab, Iran, Iraq, UAE, etc. Our basmati rice products are further categorized into “premium”, “medium” “value” and “HORECA” segments, depending on type and blend of grain, the respective brands under which such products are distributed, the target customers and the price range. Leveraging our existing market presence, distribution networks, quality control expertise, procurement efficiencies and brand recognition, we have recently expanded into FMCG products. Products in our FMCG segment comprise of kitchen essential supplies, including wheat flour (atta), refined wheat flour (maida), gram flour (besan), instant phirni, idli rice flour, salt, semolina (sooji) and sugar. Set out in the table below is the breakdown of our revenue generated from sale of rice, FMCG and other products and its percentage derived from the sale of products for the periods indicated: (₹ in million, unless stated otherwise) Product Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 Category September 30, 2025 Revenue % of Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue from revenue operation from operation from operation from operation from Operations operation Operations Operations derived derived derived derived from sale from sale from sale from sale of of of of products products products products Rice 10,121.20 99.39 19,651.08 99.07 15,095.52 99.04 12,847.06 98.73 FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 Others 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87 Total 10,184.82 100.00 19,835.68 100.00 15,241.01 100.00 13,012.75 100.00 Note: “Others” primarily comprise of revenue generated from sale by-products, unused packing material and paddy, etc. We sell our rice products both in the domestic as well as the international markets whereas our FMCG products are sold in the domestic market only. Our revenue from operations derived from domestic sales have grown at a CAGR of approximately 74.90% from Fiscal 2023 to Fiscal 2025. As at February 28, 2026, our Company exported its products to more than 38 countries across four (4) continents. Set out in the table below is a breakdown of our revenue from domestic sales and exports for the period indicated : Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % of % of % of % of Particulars Revenue Revenue revenue revenue Revenue revenue Revenue revenue (in ₹ (in ₹ from from (in ₹ million) from (in ₹ million) from million) million) operations operations operations operations Exports 3,311.55 32.43 7,660.65 38.27 8,240.01 53.18 9,122.71 69.33 213Domestic 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67 Total 10,212.45 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00 The revenue bifurcation between online and offline channels for the six months period ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 is as follows: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Revenue (₹ Revenue (₹ Revenue (₹ Revenue (₹ % % % % in million) in million) in million) in million) Online 15.49 0.15 32.53 0.16 34.41 0.23 27.93 0.21 Offline 10169.33 99.85 19,803.15 99.84 15,206.60 99.77 12,984.82 99.79 Total 10,184.82 100 19,835.68 100 15,241.01 100 13,012.75 100 Our products are sold through our distributors to the end customers and also directly by us to institutional consumers, retail chains and through our Company’s website, other e-commerce sites and quick commerce channels. We have also established a strong sales and distribution network in our international markets and in India, which has enabled us to cater and service the consumer demand. The table below sets out the number of our distributors in the international markets and in India as at dates indicated: As at Particulars February 28, September 30, March March March 31, 2026 2025 31, 2025 31, 2024 2023 Number of distributors in India 431 431 425 390 380 Number of distributors outside of 53 53 50 50 50 India As of February 28, 2026, we operated three (3) manufacturing, processing and packaging facilities in India strategically located in the states of Punjab, Haryana and New Delhi. The details of each of our Units are as follows: Name of Unit Location Function Unit I Amritsar Unit- Village Mehla Wala, near 1. Rice milling Kukkerawala, Anjala Road, Amritsar, Punjab – 143 2. Rice processing and packaging 001, India Unit II Haryana Unit- Jind Road, Safidon District, Jind - 1. Rice milling 126 112, Haryana, India 2. Rice processing and packaging Unit III Delhi Unit - Khasra number 67/9, near Tata Telco 1. Rice packaging service station, Village Alipur, Delhi – 110 036, 2. FMCG packaging India The following table sets forth information on the aggregate installed capacities and capacity utilization of our Units for rice production for the periods indicated: For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars 2025 (MT)(1) (MT) (MT) (MT) Installed Capacity 550,800 550,800 550,800 550,800 Actual Production 134,226 277,908 196,393 178,690 Capacity Utilization 24.37 50.46 35.66 32.44 (%) As certified by Dharam Vir Mehta, Independent Chartered Engineer pursuant to certificate dated March 12, 2026. (1) Installed capacity for the six months ended September 30, 2025 is not annualized. 214All of our Units operate under a food safety management system which complies with the requirements of ISO 22000: 2018. In addition, they are also Hazard Analysis and Critical Control Point (“HACCP”) accredited. We typically store the basmati paddy and rice in open and covered warehousing facilities (including silos). We procure basmati paddy primarily from the basmati producing states in northern India, through our own procurement team as well as our extensive and entrenched procurement network consisting of registered procurement agents across various agricultural produce markets known as “mandis”. Our strong relationships with these procurement agents, combined with the expertise of our Promoters and senior management in basmati procurement and production, enable us to implement a successful procurement strategy. The table below sets out the number of procurement agents we had arrangements with as at dates indicated: As at Particulars February September 30, March 31, March 31, March 31, 28, 2026 2025 2025 2024 2023 Number of procurement agent 325 325 325 325 325 Two of our Promoters, Jagdish Kumar Suri and Rahul Suri, have experience of more than four and three decades in the rice industry, respectively. In 1998-1999, Jagdish Kumar Suri, through his previous sole proprietorship, had received the National Export Awards from the Ministry of Commerce and Industry, in recognition for his outstanding performance in the rice industry in India. Jagdish Kumar Suri is responsible for overseeing our procurement, domestic sales, strategic operations, finance and also responsible for overseeing the strategic growth initiatives and expansion plans of our Company. Rahul Suri is responsible for overseeing the production, export sales, quality control, marketing and other day to day operations of our Company. Furthermore, Ramnika Suri, our Promoter, is responsible for overseeing our marketing and administrative functions. Our Promoters have contributed to the growth trajectory of our Company. For further details, please refer to “Our Business – Our Competitive Strengths ” on page 219 and “Our Promoters and Promoter Group” on page 287. Set out below are a few key performance indicators: As at/ For the Six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Revenue from operations(₹ in million) (1) 10,212.46 20,016.47 15,495.24 13,158.48 EBITDA (₹ in million) (2) 1,057.64 1,636.52 1,096.64 796.93 EBITDA margin (%)(3) 10.36% 8.18% 7.08% 6.06% Profit after tax (PAT) (₹ in million) 486.54 608.22 304.05 174.96 PAT Margin (%)(4) 4.76% 3.04% 1.96% 1.33% Return on equity(%)(5) 11.87% 17.61% 10.27% 6.43 Return on capital employed (%) (6) 9.16% 14.36% 10.41% 7.82% Total debt (₹ in million) 7,397.38 7,840.58 7,776.21 6,675.30 Debt to equity ratio(7) 1.68 2.07 2.50 2.38 Inventory days(8) (days) 161 157 168 176 Distributors 484+ 475+ 440+ 430+ Notes: (1) Revenue from Operations = Reported revenue from operations for the financial year which includes revenue from the same of products and trading. (2) EBITDA = Profit Before Tax + Finance Cost + Depreciation and Amortization Expenses – Other Income (3) EBITDA Margin % = EBITDA/ Revenue from Operations (3) PAT Margin = Profit after tax / Revenue from Operations. (4) PAT Margin % = Net Profit for the year/ Revenue from Operations (5) Return on Equity (RoE) % = Net Profit for the year/ Average Total Equity at the beginning and end of the year (6) Return on Capital Employed (RoCE) % = EBIDT / Average Capital Employed at the beginning and end of the year - EBIT = Profit Before Tax + Finance Costs - Average Capital Employed = Total Assets – (Current liabilities excluding short term borrowings) (7) Debt to Equity Ratio = Total Debt (Long term debt + Short Term Debt)/ Total Equity (8) Inventory Turnover Ratio = 365/ (Revenue from Operations/average inventory at the beginning and end of the year) 215Our Competitive Strengths One of India’s leading producers and exporters of basmati rice As per Company commissioned CARE Report, the basmati rice industry in India is predominantly organized, with approximately 30-40% of production being managed by major players. We, through our Promoter, launched our anchor brand, “Aeroplane”, in India over 40 years ago, which serves as our primary identity in the market. In order to meet a varied range of customer needs in the market, our brand has been expanded through more than 40 different sub-brands, including without limitation, “Aeroplane La-Taste”, “Aeroplane Classic”, “Ali baba”, “World Cup” and “Jet”. Despite low advertising and marketing expenses incurred during the past three years, we rank 3rd among our peers in terms revenue, as per Company commissioned CARE Report. The table below sets out our advertising and marketing expenses for the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Particulars As a % of As a % of As a % of As a % of In ₹ In ₹ In ₹ In ₹ total total total total million million million million expenses expenses expenses expenses Advertising and 33.87 0.35 59.00 0.31 71.43 0.47 61.57 0.48 marketing expenses As per Company commissioned CARE Report, we are among the few Indian branded rice processors who have ventured into FMCG staples. Furthermore, we are able to sell our products directly to end-customers via our D2C operations, whether through our sales team or through our Company’s website. We believe our expansion into FMCG products and our D2C operations are made possible as a result of our strong brand. In addition, we believe that in our industry, branded basmati rice commands a premium over the unbranded variety. Our branding differentiates our offerings from other private labels by providing customers with quality assurance, facilitating product recognition and brand recall, which helps in attracting new customers and retaining our existing customer base. Retention of our existing customer base also allows us to maintain margins, as increase in production and distribution costs are factored into the price of our products, supported by our significant brand value. Strong procurement capabilities and location advantage We believe that our network of procurement agents spread across the basmati paddy producing regions of northern India enables us to effectively procure quality paddy at competitive prices in a timely manner. We have developed an effective procurement strategy and mechanism through our well-established relationships with procurement agents as well as the knowledge and experience of our Promoters and the senior management regarding basmati paddy production areas, cultivation cycles and practices followed by farmers. We believe that our large operations, effective procurement mechanism and timely payment to procurement agents have over the years enabled us to establish significant goodwill among the procurement agents. The following table sets forth our trade payable turnover days for the periods indicated: For the six months Particulars ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Trade payable turnover days 34* 20 19 34 *Not annualized Our goodwill together with the size and geographical coverage of our procurement model enables us to negotiate better terms including bulk discounts, avoid reliance on any limited set of vendors, and implement economies of scale, as well as to stabilize procurement costs in fluctuating demand and supply conditions. 216Our manufacturing and processing facilities are strategically located in the states of Punjab and Haryana and our packaging facility is located in New Delhi, in close proximity to the basmati paddy producing regions of northern India, including the basmati paddy mandis in the states of Haryana, Punjab and Madhya Pradesh. As per the Company commissioned CARE Report, the states of Punjab, Haryana and Uttar Pradesh together account for over 97% of India’s total basmati rice production in kharif 2023. The strategic location of our manufacturing and processing facilities close to rice-producing regions enable us to effectively participate in the basmati paddy procurement process across the various mandis, and can minimize transportation costs and ensure a steady supply of raw material for procurement. This strategic location minimizes transit time for shipments and enhances our operational efficiency. Additionally, the location contributes to cost-effective logistics as transportation costs are optimized due to the reduced distances to various regions, positively impacting our overall cost structure. Integrated operations with well-established quality control system and modern equipment We believe we are one of the few Indian companies with fully integrated operations with a presence across the basmati rice value chain, with operations that include procurement, storage, processing, packaging, branding, marketing and distribution. Such integration provides us with several competitive advantages and allows us to benefit from economies of scale, facilitate efficient supply chain and inventory management and maintain greater control on the quality of our products. Our well-established quality control system spans across procurement, processing and delivery of our products. As of February 28, 2026, we have a dedicated quality assurance department comprising of 14 employees. Our procurement teams conduct surveys to ascertain the total estimated crop-areas under basmati paddy cultivation, yields per acre and the quality and availability of the raw material - paddy. Laboratory tests at our Processing Units are conducted to determine the yield of the paddy and after-cooking characteristics of the rice. Our quality control procedures include both internal processes wherein in-process sampling is undertaken at each stage, as well as external checks, through verification of goods prior to dispatch. All of our Units hold Central FSSAI licenses from the Food Safety and Standards Authority of India, operate under a food safety management system which complies with the requirements of ISO 22000:2018, are also Hazard Analysis and Critical Control Point (“HACCP”) accredited. Additionally, vertical integration allows us to use the entire paddy to increase revenue or reduce costs. For details on our vertical integrated manufacturing process, Please refer to “Our Business – Manufacturing Process” on page 228. Once processed, paddy gets processed into rice, bran and husk. In addition to selling whole grain rice, we use the husk for producing steam in the boilers installed in our plants for rice processing as well as generating power at our Unit I. This eliminates the requirement of other sources, such as coal, to produce steam in our processing plants, and thus reduces our costs. We also sell rice bran to edible oil extraction units and cattle feed without any processing. Our complete integration of operations has helped us in achieving cost efficiency, sustainability in our business operations and business continuity. We use modern equipment in our manufacturing process. In particular, our Unit I is equipped with automated machinery imported from Japan, Germany and the United States. Our Unit II is equipped with automated machinery imported from Japan. These automated machinery streamlines various stages of production, from cleaning and de- husking to polishing, grading, sorting and packaging. Automation reduces manual labor, minimizes errors, and accelerates production rates. Advanced equipment’s ensures precise operations, leading to consistent product quality. Our processing technology offers operational efficiency resulting in a lower percentage of broken rice and provides higher yield to our Company. Through automated systems, we maintain uniformity in grain size, texture, and appearance, which is crucial for meeting market standards and consumer expectations. Our integrated operations with well-established quality control system and technological advancement enables us to stay competitive, meet market demands effectively, and sustain long-term growth. Wide distribution network in India enabling us to efficiently penetrate major markets We have a pan-India presence with our extensive sales and distribution network that allows us to target a wide range of consumers and ensure effective penetration of our products and marketing campaigns. Our business is primarily driven by our business-to-consumer (B2C) operations, wherein our products reach our consumers through our extensive distribution network. Our B2C operations comprise of general trade channels, modern trade channels and 217e-commerce channels. We service our general trade channel via our distributors. The table below sets out the number of our distributors in India as at dates indicated: As at Particulars February 28, September 30, March 31, March March 2026 2025 2025 31, 2024 31, 2023 Number of distributors in India 431 431 425 390 380 Our modern trade channel includes arrangements with retail players, who have both a pan India and regional presence. We also have a digital presence in our B2C operations, wherein we partner with third-party online marketplaces and quick commerce marketplaces, allowing us to reach a wider customer case. Other than B2C operations, we also sell our products directly to end-customers through our D2C operations, which mainly comprise sales to institutional customers, such as hotels, hospitals, flight, caterers, etc., through our sales team and to end-consumers through our Company’s website. Over the years, we have increased our distribution base by increasing distributors, resulting in increased sales and reduced overpricing by distributors. Our strong brand, product quality, infrastructure and effective supply chain have enabled us to attract distributors and retail players as our partners. Due to our strong relationship with our distributors, we are able to stock some of our finished goods with our distributors, thereby enabling us to maintain an efficient inventory management. Our wide, extensive and stable distribution network in India enables us to penetrate all major markets in an efficient manner. We work closely with our distributors to understand customer preferences, to receive feedback on our products and that of our competition, which enables us to formulate an effective strategy for sales, trade marketing and pricing. Our distribution network is also well integrated with our marketing and promotional activities, and helps in strengthening our brand image. Strong international presence We are recognized as a Three Star Export House by the Ministry of Commerce & Industry in India. A significant portion of our revenue from operations is generated from export sales, with a focus on Middle East. Set out in the table below are the breakdown of our revenue from operations by geographic segments for the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Geographic % of total % of total % of total % of total segments revenue revenue revenue revenue ₹ million ₹ million ₹ million ₹ million from from from from operations operations operations operations India 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67 Middle East 1,457.44 14.27 4,032.17 20.14 6,927.82 44.71 6,639.26 50.46 Rest of World* 1,854.12 18.16 3,628.48 18.13 1,312.18 8.47 2,483.45 18.87 Total Revenue from 10,212.46 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00 operations *Rest of World includes countries such as Australia, South Africa, Europe, Azerbaijan and others. We rely on our distributors for sales of our basmati rice and specialty rice products outside India. The table below sets out the number of our distributors outside India as at dates indicated: As at Particulars February September March March 31, March 31, 28, 2026 30, 2025 31, 2025 2024 2023 Number of distributors outside of India 53 53 50 50 50 218We believe we have developed strong relationships with various distributors in our key export markets, with a focus in Middle East. We believe our brand, our ability to cater to large orders, meet stringent quality requirements specified by our customers and ability to timely delivery on orders, have led to repeated orders from our overseas distributors. Healthy financial performance We believe that our performance is attributable to our focused approach on profitable growth, efficient working capital management, and healthy financial risk profile. A summary of our financial performance is as follows: As at/ For the Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Revenue from operations 10,212.46 20,016.47 15,495.24 13,158.48 (₹ in million) EBITDA (₹ in million) 1,057.64 1,636.52 1,096.64 796.93 Profit after tax (PAT) 486.54 608.22 304.05 174.96 (₹ in million) Total borrowings 7,397.38 7,840.58 7,776.21 6,675.30 (₹ in million) Net debt / EBITDA ratio 6.81 4.67 6.93 8.16 Net working capital days 208 208 223 228 (days) Inventory days (days) 161 157 168 176 For a reconciliation of Non-GAAP measures, Please refer to “Management’s Discussion and Analysis of Financial Position and Results of Operations –Non-GAAP Financial Measures” on page 379. We strive to maintain prudent financial management practices to create a resilient and financially stable business model, which has allowed us to perform well in a competitive market. We believe that our strong financial performance reflects the efficacy of the manufacturing operations and supply-chain management protocols that we have implemented. Due to our strong relationship with our distributors, we are able to stock some of our finished goods with our distributors, thereby enabling us to maintain an efficient inventory management. Our working capital availability is enhanced by our ability to source basmati paddy at favorable payment terms through procurement agents and demand for better credit terms from our distributors. Experienced management team Jagdish Kumar Suri, Promoter and Managing Director of our Company, has been associated with our Company since 2003. He has rich experience of more than four (4) decades in the industry we operate. Jagdish Kumar Suri has been associated with our Company since 2003 and has been appointed as the Managing Director of our Company with effect from October 1, 2020. He is responsible for overseeing our procurement, domestic sales and strategic operations of our Company. Prior to joining our Company, Jagdish Kumar Suri was the sole proprietor of M/s. Amir Chand Jagdish Kumar, which was engaged in the business of manufacturing and trading of rice. In 2005, a business transfer agreement was executed between Jagdish Kumar Suri and our Company to take over the assets and liabilities of the proprietorship concern. Jagdish Kumar Suri, therefore, has a deep understanding of our business. In addition, we also benefit from the experience and vision of Rahul Suri, our Promoter and Director. Rahul Suri has experience of more than three (3) decades in the rice industry. He has been associated with our Company since 2003, and has been appointed as a Director of our Company with effect from October 1, 2020. He is responsible for overseeing the production, export sales, marketing and quality control of our Company. Furthermore, Ramnika Suri, our Promoter and Director, is responsible for overseeing our marketing and administrative functions. In addition to our Promoters, our key management and senior management team includes qualified, experienced and skilled professionals who possess requisite experience across various divisions of our business. We believe that our key management and senior management team is well qualified to leverage our market position with their collective experience and knowledge in their respective professional practice areas as well as our industry, to execute our 219business strategies and drive our future growth. We believe the stability of our management team and the industry experience brought on by our Promoters enable us to continually take advantage of future market opportunities. Our Strategies Promotion of our brands visibility and marketing initiatives Growing consumer awareness, driven by branding and marketing efforts, has led to a shift towards organized players in the basmati rice market. As per Company commissioned CARE Report, the basmati rice industry in India is predominantly organized, with approximately 30-40% of production being managed by major players. Our brand “AEROPLANE” is the preferred brand for our rice and other FMCG products. We aim to reach our consumers with the right mix of brands and a meaningful brand message that is relevant for that market. For the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, our advertising and marketing expenses were relatively low. The table below sets out our advertising and marketing expenses for the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Particulars In ₹ As a % of total In ₹ As a % of total In ₹ As a % of total In ₹ As a % of total million expenses million expenses million expenses million expenses Advertising and 33.87 0.35 59.00 0.31 71.43 0.47 61.57 0.48 marketing expenses We plan to strengthen our brand building and promotional initiatives moving forward and will implement comprehensive brand development strategies aligned with our growth across various market segments. In particular, we plan to initiate an advertising campaign featuring prominent Tollywood or Bollywood celebrities to elevate our brand profile and establish it as a widely recognized consumer brand. We are confident that celebrity endorsements will enhance our brand image and generate significant benefits for operations, particularly D2C operations. In addition, we plan to further strengthen both our product and brand promotional campaigns. For product promotions, we will leverage television commercials, print advertisements, and various point-of-sale initiatives to support consumer purchase decisions. For brand-building efforts, we aim to enhance our presence through increased advertising on radio and social media platforms. We will also place a greater emphasis on performance marketing strategies and sponsored keywords to maximize brand visibility and engagement. We will continue to attend global exhibits to promote our products. Utilizing social media platforms and other online marketing strategies, we believe our brand-building initiatives will also benefit our export sales. By leveraging a mix of digital and traditional marketing strategies, and fostering customer loyalty, we intend to enhance our brand's reputation and achieve long- term success. We believe that our branding exercise will enhance the recall value in the minds of our customers and will help in increasing demand of our products, supported by higher disposable income and a shift in consumer preference towards branded and higher quality products. Geographical expansion and presence of our products in the Indian market Currently, we have presence in most of the metros, tier 1 and tier 2 cities across India. We intend to continue to increase the penetration of all our products in the Indian market to establish a greater presence. In particular, we plan to prioritize geographical expansion in tier 3 and tier 4 cities, which we believe will pose high potential to us given our current low penetration in these cities. Simultaneously, we intend to increase our market share in tier 1 and tier 2 cities across India. To increase penetration of our products under general trade channel, we intend to appoint new distributors, particularly distributors in tier 3 and tier 4 cities, to widen our distribution network geographically. We intend to increase the number of our distributors in India from over 431 as at February 28, 2026 to over 700 by the end of Fiscal 2028. To further our reach under modern trade channel, we intend to partner with additional retail players (including smaller retail chains) and HORECA players, particularly in tier 3 and tier 4 cities. 220We believe our planned expansion will be well supported by our existing manufacturing infrastructure. Our existing manufacturing infrastructure was designed and built with future operation expansion in mind. For the six months ended September 30, 2025, our manufacturing, processing and packaging facilities have an aggregated installed production capacity of 134,226 MTPA (not annualized), with a utilization rate of 24.37%. For Fiscal 2025, our manufacturing, processing and packaging facilities have an aggregate installed production capacity of 277,908 MTPA, with a utilization rate of 50.46%. As of February 28, 2026, we have paddy storage capacity of 140,000 MT and rice storage capacity of 130,000 MT at our manufacturing and processing facilities. Our existing manufacturing infrastructure and storage capacities are sufficient to support our planned expansion in the future. The below table provides the storage capacity for the period and fiscals indicated: Storage Capacity Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Rice 130,000 MT 120,000 MT 120,000 MT 115,000 MT Paddy 140,000 MT 140,000 MT 140,000 MT 140,000 MT As certified by Dharam Vir Mehta, Independent Chartered Engineer pursuant to certificate dated March 12, 2026. Expanding our market presence and increasing distribution reach to other states in India offers numerous benefits, including broader customer base, increased sales, diversified market risks, enhanced brand recognition, economies of scale, competitive advantage, valuable consumer insights, and a strengthened distribution network. Furthermore, when compared to exports, domestic sales can result in savings in logistics costs and freight charge, enhancing our cost structure. While maintaining our international sales, we believe further expansion into the domestic market will enhance our revenue and profit margins. Expanding our reach into various FMCG products We believe that the growth of the FMCG industry in India will be driven by increased urbanization, enhanced living standards, higher disposable income and increased demand for home cooking post the Covid-19 pandemic. As per Company commissioned CARE Report, there is a noticeable shift towards branded refined wheat flour (maida), gram flour (besan and semolina (sooji), driven by rising consumer awareness regarding food safety, quality and nutrition. We have a presence in rice products in India. We intend to leverage our existing market presence, distribution networks, quality control expertise, procurement efficiencies and brand recognition to expand further into FMCG products, including other kitchen essential supplies and value added products. Currently, our FMCG products primarily include wheat flour (atta), refined wheat flour (maida), gram flour (besan), instant phirni, idli rice flour, salt, semolina (sooji) and sugar. The table below sets out the breakdown of our revenue from operations derived from sale of products by product categories for the periods indicated: (₹ in million, unless stated otherwise) Product Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 Category September 30, 2025 Revenue % of Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue from revenue operation from operation from operation from operation from Operations operation Operations Operations derived derived derived derived from sale from sale from sale from sale of of of of products products products products Rice 10,121.20 99.39 19,651.08 99.07 15,094.52 99.04 12,847.06 98.73 FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 Others 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87 Total 10,184.82 100.00 19,835.68 100.00 15,241.01 100.00 13,012.75 100.00 Note: “Others” primarily comprise of revenue generated from sale by-products, unused packing material and paddy, etc. We intend to increase our revenue from operations derived from FMCG in the future. In particular, we intend to introduce additional FMCG products that are core “in the kitchen” products, such as pulses, cooking oils, ghee, daliya and poha in the near future. Further, we intend to launch additional FMCG products that are value added products, 221such as honey, pasta and rice noodles, which typically have higher profit margins. Diversification into FMCG can also enhance profitability by capitalizing on higher-margin products and creating cross-selling opportunities. Additionally, our Company's established supply chain and customer trust can facilitate a smoother entry into the competitive FMCG market, driving sustained growth. By expanding into additional FMCG products which are essential kitchen commodities or value added products, we are able to offer a diverse range of products under various brands across multiple price segments catering to various demographics. Improving operational efficiency with better utilization of our Units We strive to improve operating efficiencies and optimize our manufacturing operations through various initiatives, including better capacity utilization at our Units. Increased production volumes can result in more efficient utilization of equipment and human resources, lowering overhead costs. Higher utilization of our Units as a result of our expansion strategy is expected to result in cost-efficiencies and economies of scale, improving our profit margins. DESCRIPTION OF OUR BUSINESS Our Products Our products can broadly be divided into the following two (2) categories: (i) rice; and (ii) FMCG products. Set out in the table below are the breakdown of our revenues generated from sale of rice, FMCG and other products and its percentage derived from the sale of products for the periods indicated: (₹ in million, unless stated otherwise) Product Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 Category September 30, 2025 Revenue % of Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue from revenue operation from operation from operation from operation from Operations operation Operations Operations derived derived derived derived from sale from sale from sale from sale of of of of products products products products Rice 10,121.20 99.39 19,651.08 99.07 15,094.52 99.04 12,847.06 98.73 FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 Others 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87 Total 10,184.82 100.00 19,835.68 100.00 15,241.01 100.00 13,012.75 100.00 Note: “Others” primarily comprise of revenue generated from sale by-products, unused packing material and paddy, etc. Basmati rice We are primarily engaged in the business of processing and marketing branded basmati rice in the domestic and international market. Our basmati rice products are further categorized into “premium”, “medium” “value” and “HORECA” segments, depending on type and blend of grain, the respective brands under which such products are distributed, target customers and the price range. Through our bouquet of brands comprising of products of different price points, we aim to deliver the perfect product solutions to our customers. Premium Segment Quality of grain is determined by the length of the grain, its aroma and flavor. Grains in our premium segment typically have a distinct aroma, length and texture. They are typically aged and matured, which enhances the flavor and aroma of the rice. Grains in our premium segments are usually aged for 12 to 24 months. These premium grains command higher price and higher margins. Our basmati rice products under the niche segment are primarily marketed under our Aeroplane La-Taste, Aeroplane Classic, Aeroplane Super and Ali Baba brands. 222The following table sets forth our major products in the premium segment of the basmati rice segment: Aeroplane La Taste Aeroplane Classic Aeroplane Super Aeroplane 1121 Aeroplane Gold Aeroplane Select ALI BABA Aeroplane Royal Medium Segment Grains in our medium segment are of good quality but may not be as aged and matured as the grains in the premium segment. Grains in the medium segment are typically aged for three (3) to nine (9) months. Our basmati rice products under the medium segment are primarily marketed under our Aeroplane Metro, Aeroplane Rozana Premium, Aeroplane Apple and World Cup brands. The following table sets forth our major products in the medium segment of the basmati rice segment: Aeroplane Metro Aeroplane Rozana Premium Aeroplane Apple World Cup Palm Tree Season Value segment 223Grains in our value segment are generally shorter in length than those in the premium and medium segment. Our products in the value segment are suitable for customers preferring an economic option, whether for cooking volumes or otherwise. Our basmati rice products under the value segment are primarily marketed under our Aeroplane Super Tibar, Aeroplane Spl Dubar, Aeroplane Daily, Aeroplane Regular and Aeroplane Everyday brands. The following table sets forth our major products in the value segment of the basmati rice segment: Aeroplane Super Aeroplane Spl Aeroplane daily Aeroplane Regular Aeroplane Tibar Dubar Everyday HORECA segment The target customers for our rice products in the HORECA segment are typically hotels, restaurants and catering. Our products in the HORECA segment are suitable for large cooking volumes and commercial consumption. Our basmati rice products under the HORECA segment are marketed under our Jet, Aeroplane Power brands, among others. The following table sets forth our major products in the HORECA segment of the basmati rice segment: Jet Aeroplane Power Aeroplane Speed Aeroplane Shan Aeroplane Race Other specialty rice Other specialty rice products primarily comprise of kolam rice, sona masuri, idli rice, ponni rice and brown rice. Unpolished or brown rice is considered to have more fiber and is more nutritious in nature, providing a healthy alternative to our customers. Our specialty rice products are primarily marketed under our Aeroplane brand. The following table sets forth our major specialty rice products: Aeroplane Kolam Rice Aeroplane Idli Rice Sona Masoori 224Aeroplane Diabetic Rice Aeroplane Brown Rice Aeroplane Quick Cook FMCG Products in our FMCG segment primarily comprise of wheat flour (atta), refined wheat flour (maida), gram flour (besan), instant phirni, idli rice flour, salt, semolina (sooji) and sugar. Our FCMF products are primarily marketed under our Aeroplane main brand. Aeroplane Phirni Aeroplane Idli Rice Aeroplane Maida Aeroplane Besan (Instant) Powder Aeroplane Sooji Aeroplane Sugar Aeroplane Atta (Shudh Aeroplane Salt Chakki Atta), 100% Wheat Flour Our Operations We have an integrated business model and our operations include procurement, storage, drying, de-husking, polishing, color sorting, grading, inspecting, maturing (pre and post processing) packaging, branding, sales and distribution. 225Raw Materials and Procurement Our principal raw material for our processing of rice is basmati paddy and unfinished rice. The following table sets forth our cost of materials consumed in the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Particulars As a % of As a % of As a % of As a % of In ₹ In ₹ In ₹ In ₹ total total total total million million million million expenses expenses expenses expenses Cost of 8,419.11 87.58 17,313.49 90.00 12,551.36 83.01 11,118.25 85.88 materials consumed Pursuant to legislations enacted by the State governments, only licensed agents that are authorized to procure paddy from mandis, can procure such paddy directly from farmers. We hold the requisite license to procure paddy from mandis and do procure part of our raw materials directly from mandis through our internal procurement personnel. However, due to the large volume of our raw materials procurement, we also rely on third-party procurement representatives and agents for procurement of raw materials from mandis. The table below sets forth the bifurcation of procurement activities carried out by our internal and external procurement team: For the six months Procurement ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 Agents’ 2025 Contribution ₹ % of Total ₹ % of Total % of Total ₹ % of Total ₹ millions millions Purchases millions Purchases Purchases millions Purchases Internal 129.43 1.60 592.77 3.24 449.63 3.06 501.19 4.61 Procurement Team (Direct Purchase) Third Party 7947.87 98.40 17689.54 96.76 14,244.92 96.94 10,380.25 95.39 Procurement Team (Third party representatives and Procurement Agent ) Total 8,077.30 100 18,282.31 100 14,694.55 100 10,881.44 100 Purchase We believe that our network of procurement agents spread across the basmati paddy producing regions of northern India enables us to effectively procure quality paddy at competitive prices in a timely manner. Our manufacturing and processing facilities are strategically located in the states of Punjab and Haryana, and our packaging facility is located in New Delhi, in close proximity to the basmati paddy producing regions of northern India, including the basmati paddy mandis in the states of Haryana, Punjab and Madhya Pradesh. The table below sets forth the contribution of our procurement agents as a percentage of total purchases for the periods indicated: 226For the six months ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 Procurement 30, 2025 Agents’ ₹ % of total ₹ % of total % of total % of total Contribution ₹ millions ₹ millions millions purchases millions purchases purchases purchases Top 1 1,688.32 20.90 3,085.73 16.88 2,625.70 17.87 3,018.19 27.74 Top 5 4,076.26 50.47 7,708.12 42.16 6,791.99 46.22 6,550.07 60.19 Top 10 5,236.43 64.83 9,304.97 50.90 8,193.98 55.76 7,247.71 66.61 For Fiscal 2024 and 2025, the contribution of our top 10 procurement agents amounted to 55.76% and 50.90% of total purchases. As such, we have been relying on and may continue to rely on our top 10 procurement agents to procure our raw materials for our business operations. We are unable to disclose the names of our top 10 procurement agents for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 due to business sensitivity of such information. We rely on our in-house procurement team in getting good quality paddy from procurement agents. The selection criteria for procurement include the quality of the paddy, the moisture content, and the absence of impurities. We typically enter non-binding oral arrangements with procurement agents for the procurement process, which is based on good faith, and we have managed to build such network and relationship over the years by making timely payments and procuring large quantities of paddy. Through decades of experience in the rice industry, we have established long standing relationships with our procurement agents in the states of Punjab, Haryana, Delhi and Uttar Pradesh, which are known for high quality paddy. Establishing strong relationships with suppliers is essential, facilitating consistent supply and enabling negotiations for favorable terms and bulk purchasing discounts. We collect information regarding quality and quantity of basmati paddy in various zones through our in-house procurement team, procurement agents and external agencies who use advanced survey technologies like satellite crop mapping and field survey. This helps us in optimizing our procurement process. Prior to large-scale purchase, samples are tested for these parameters to guarantee they meet the company’s stringent standards. Once procured, the paddy is transported under carefully controlled conditions to maintain its integrity until it reaches the processing facility. We reserve the right to reject defective materials, and any warranty claims accepted by us for defective materials supplied by our suppliers are passed on to such suppliers. Raw materials are primarily transported to our Units and from one Unit to another Unit by road. Peak and off-peak season procurement Since the paddy crop is grown once a year in the states of northern India, we are generally required to complete most of our annual procurement during the peak season, which is typically the period between September and January. However, the specific months of procurement in each year may change since the harvest period of the paddy crop may vary due to weather and other unpredictable factors. We have sufficient storage space at our Units to store large quantities of paddy before the milling procedure. The availability of storage space provides us an advantage to procure large quantities of paddy at the peak season at competitive prices. We purchase small quantities of raw material from stockists in the off-season to supplement our procurement requirements or to benefit from lower paddy prices. Ageing of rice Ageing of basmati rice is a critical process that significantly enhances the quality and flavor profile of the final product. The ageing process of our basmati paddy and unfinished rice ranges between 3 months to 24 months. The process involves storing harvested and milled rice under controlled conditions for a period ranging from a few months to two years. During ageing, the moisture content in the rice grains gradually stabilizes, leading to several beneficial changes. The starch structure within the grains undergoes transformation, resulting in improved texture and reduced stickiness when cooked. Aged rice is known for its superior cooking qualities; it absorbs water more evenly, cooks more consistently, and the grains tend to remain separate and firm, making it particularly prized for culinary applications that require distinct, non-clumpy grains, such as biryani, pilafs and fried rice. Furthermore, the flavor of rice deepens and becomes more nuanced with ageing. 227Storage of paddy and rice We typically store the basmati paddy and rice in open and covered warehousing facilities. As part of our covered storage, we have extensive storage capacities at silos operated by us that protect the grains to ensure quality control throughout our processing activities. We also have silos for semi-processed rice that ensure timely delivery of the product to our customers. Proper storage is critical to our business as we are required to purchase a significant portion of our requirements in basmati paddy procurement season during the peak season and the ageing of the basmati paddy is essential to enhance its cooking qualities. Proper storage also ensures protection against insects, pests, rodent attacks and spoilage. Manufacturing Process The detailed process of rice manufacturing from pre-cleaning to the final product involves multiple stages, each designed to ensure the removal of impurities, reduction of moisture, and enhancement of rice quality through precise cleaning, milling, polishing, sorting, and grading. 1. Pre-cleaning: The raw paddy is first passed through pre-cleaners. These machines separate the large foreign materials based on size and weight, ensuring that the paddy is free from coarse contaminants before further processing. 2. Drying: The cleaned paddy is dried using vertical dryers using hot air to optimize to reduce the moisture content. This prevents spoilage and ensures the grains are stable for storage. Mechanical dryers control the temperature and humidity to achieve uniform drying without causing cracks in the grains. 3. Pre-cleaning (Second stage): The dried paddy is subjected to a second stage of pre-cleaning where there is removal of dust, particles, and small debris that may have been missed during the initial cleaning. This ensures that the paddy entering the de-stoning stage is as clean as possible. 4. De-stoning: The paddy is fed into de-stoners to separate the heavier stones or pebbles from the lighter paddy. The cleaned paddy is now free of any stones and ready for de-husking. 5. De-husking: The de-stoned paddy is passed through de-husking machines for removal of outer shell of paddy (unpolished rice). The mixture of rice and husk is then sent to a husk separator where air flow and sieves separate the husk from the rice. 6. Milling/polishing: The rice is milled using abrasive or friction-type whitening machines. These machines remove the bran layer from the rice grains through controlled abrasion. 2287. Fine Polishing: The milled white rice undergoes fine polishing in polishing machines that use gentle friction to smoothen and brighten the rice grains with mixture of water and air. 8. Sorting: The polished rice is fed into color sorting machines to remove discolored or defective grains to ensure uniform quality. 9. Length Grading: The sorted rice is passed through grading cylinders with different slot sizes to separate the grains into different length categories. This ensures that the final product has uniform grain length, which is particularly important for premium rice varieties like Basmati. 10. Final Product: The graded rice is weighed and packed into bags or containers of various sizes using automatic packing machines. The packaging process includes sealing and labeling to ensure the rice is ready for market distribution. Proper packaging helps maintain the quality and extend the shelf life of the rice. 11. Ageing: Ageing is a technique used to enhance the flavor, texture, and overall quality of rice. The process involves storing basmati paddy and unfinished rice for a specific period before it is milled and packaged for consumption. The rice is typically aged for 3 months to 24 months at our company warehouse. FMCG Products Our FMCG products are typically sourced by us with stringent quality control from local suppliers. We package these FMCG products in bags and containers under our main AEROPLANE brand in our various sizes. We may also process these purchases further to achieve our desired quality. Packaging Product packaging is crucial to our business. Rice product packaging is conducted at both of our manufacturing and processing facilities (Unit I and Unit II) and our packaging facility (Unit III) located in New Delhi. Packaging for our FMCG products is conducted solely at our Unit-III. We pack different kinds of rice products in different types and s of packaging which includes food grade poly packs, jute, cloth and pet jars. We have a dust-free, fully closed hygienic facility with automated machines to pack different sizes and weights of packaging. Our packaging material is sourced from different suppliers in India. Dispatch We have an in-house dispatch department that works with our sales team to coordinate the delivery of our products to our customers. For domestic sales, we mainly rely on railway and road for delivery of our products to distributors/customers. For international sales, we mainly rely on sea transports. Depending on cost effectiveness, our products are either loaded to containers at factory for Inland Container Depot (ICD) dispatch or loaded in shipping line contains direct from connecting seaports, namely Mundra or Nhava Sheva. Our products are sold in ex-work/free- on-road (“FOR”)/free-on-board (“FOB”)/cost, insurance and freight (“CIF”) and/or delivery duty paid (“DDP”) basis. Further, we have storage facilities at our packaging facility (Unit III) for the purposes of holding inventories of finished goods. We do not own any vehicles for the transportation of our products and instead use third party transportation and logistics providers for delivery of our products. We do not enter into long-term agreements with these third party transportation and logistics providers. For related risks, Please refer to “Risk Factors –. We use third party transportation and logistics service providers for delivery of our products to our customers and distributors as well as raw materials to our manufacturing facilities. Any delay in delivery of our products or raw materials or increase in the charges of these entities could adversely affect our business, results of operations, cash flows and financial condition. We also may be exposed to the risk of theft, accidents and/or loss of our products in transit.” on page 61. Manufacturing/ Processing Facilities As of date of this Prospectus, we operated two (2) manufacturing and processing facilities in India: Unit-I located in Amritsar (Punjab) and Unit-II located in Safidon (Haryana). In addition, we operated one (1) packaging facility in 229India: Unit-III located in New Delhi. All of our manufacturing, processing and packaging facilities operate under a food safety management system which complies with the requirements of ISO 22000: 2018. In addition, they are also Hazard Analysis and Critical Control Point (HACCP) accredited. Unit I Unit II Unit III The table below sets forth certain details regarding our processing and packaging capacities at our manufacturing, processing and packaging facilities: Capability Facility Rice milling Unit I and Unit II Rice processing and packaging Unit I, Unit II and Unit III FMCG packaging Unit III Our manufacturing, processing and packaging facilities use modern technology and offer high operational efficiency. Our Unit I are equipped with automated machinery imported from Japan, Germany and the United States. Our Unit II are equipped with automated machinery imported from Japan. As a result, we have been able to ensure the processing of rice and paddy into quality products with lower breakages, negligible losses and better sorting and grading processes. The following table sets forth information on the aggregate installed capacities and capacity utilization of Manufacturing Facility for rice production for the periods indicated: For the six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars September 30, 2025 (MT) (1) (MT) (MT) (MT) Installed Capacity 550,800 550,800 550,800 550,800 Actual Production/ Sales 134,226 277,908 196,393 178,690 Volume Capacity Utilization (%) 24.37 50.46 35.66 32.44 As certified by Dharam Vir Mehta, Independent Chartered Engineer pursuant to certificate dated March 12, 2026. (1)Installed capacity for the six months ended September 30, 2025 is not annualized. Note: The information relating to the installed production capacity of our Units, as included above and elsewhere in this Prospectus are based on various assumptions and estimates that have been considered by the independent chartered engineer for calculation of our capacity. These assumptions and estimates include the standard capacity calculation practice of the independent chartered engineer after examining the calculations and explanations provided by us. Actual production levels and utilization rates may vary from the capacity information of our Units included in this Prospectus and undue reliance should not be placed on such information. Customers, Sales and Marketing We sell our products through our extensive global distribution network, which is primarily driven by sales and marketing team. As of February 28, 2026, our sales and marketing team comprised of 43 dedicated employees having vast experience in developing customer relationships and generating business opportunities. 230Our Customers Our business is primarily driven by our business-to-consumer (B2C) operations, wherein our products reach our consumers through our extensive distribution network. Our B2C operations comprise of general trade channels, modern trade channels and e-commerce channels. We service our general trade channel via our distributors, who in turn sell to retail outlets, wholesale and retail agents, modern trade, hotels, restaurant chains, hospitals, etc. Our modern trade channel includes arrangements with retail players. We also have a digital presence in our B2C operations, wherein we partner with third-party online marketplaces and quick commerce marketplaces, allowing us to reach a wider customer case. Other than B2C operations, we also sell our products directly to end-customers through our D2C operations, which mainly comprise of sales to institutional customers through our sales team and to end-consumers through our Company’s website. Geographical split of customers Our revenue from operations derived from domestic sales have grown at a CAGR of approximately 74.90% from Fiscal 2023 to Fiscal 2025. Our revenue from operations from export sales has CAGR of approximately (8.40)% from Fiscal 2023 to Fiscal 2025. As of February 28, 2026, we export our products to over 38 countries. We have a strong presence in Middle East, where Indian basmati rice is in high demand. The following table sets forth our sales of products from the different markets in which we operate and as a percentage of total revenue from operations in the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % of total % of total % of total Revenue Revenue Revenue Revenue % of total revenue revenue revenue Region from from from from revenue from from from from operations operations operations operations operations operations operations operations (₹ (₹ (₹ (₹ (%) (%) (%) (%) million) million) million) million) India 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67 Middle East 1,457.44 14.27 4,032.17 20.14 6,927.82 44.71 6,639.26 50.46 Rest of World* 1,854.12 18.16 3,628.48 18.13 1,312.18 8.47 2,483.45 18.87 Total 10,212.46 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00 * Rest of World includes countries such as Australia, South Africa, Europe, Azerbaijan and others. Sale of our products in India We sell our basmati rice, specialty rice and FMCG products in India. Sales are made via our B2C operations and B2D operations. Under our general trade channel, we sell to distributors, who in turn sell to retail outlets, wholesale and retail agents, modern trade, hotels, restaurant chains, hospitals, etc. The table below sets out the number of our distributors in India as at dates indicated: As at Particulars February September 30, March 31, March 31, March 31, 28, 2026 2025 2025 2024 2023 Number of distributors in India 431 431 425 390 380 We select our distributors carefully with certain selection criteria, such as area coverage, marketing skills, financial and operational metrics, market goodwill and credit policies. While we do not enter into long-term contracts with our distributors, we have long-term business relationships with many of our distributors. 231Sale of our products outside India We rely on our distributors for sales of our basmati rice and specialty rice products outside India. Our FMCG products are not sold outside of India. We believe we have developed strong relationships with various customers in our key export markets for our rice products, with a focus in Middle East, leading to repeat orders from such customers. The table below sets out the number of our distributors outside India as at dates indicated: As at Particulars February September 30, March 31, March 31, March 31, 28, 2026 2025 2025 2024 2023 Number of distributors outside 53 53 50 50 50 India While we do not enter into long-term contracts with our overseas distributors, we have long-term business relationships with many of our overseas distributors. Concentration of customers The table below sets forth our revenue from our largest customer, top 3 customers, top 5 customers and top 10 customers and their contribution to our revenue from operations for the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % % % % contribut contrib contribut contributio Particulars ion to ution to ion to ₹ n to ₹ ₹ ₹ million revenue revenue revenue million revenue million million from from from from operation operatio operatio operations s ns ns Largest Customer 954.62 9.35 2,116.24 10.57 1,161.71 7.5 1,895.63 14.41 Top 3 Customers 1,990.34 19.49 5,068.83 25.32 2,955.58 19.07 3,370.72 25.62 Top 5 Customers 2,953.04 28.92 6,710.64 33.53 4,176.79 26.96 4,432.12 33.69 Top 10 Customers 4,598.49 45.03 9,570.87 47.81 6,673.83 43.08 6,303.12 47.91 For the six months ended September 30, 2025, all of our top 10 customers are distributors. Marketing activities Strategic planning of our marketing and brand-building initiatives is critical to driving revenue growth and sustaining consumer loyalty. Our ability to differentiate our brand and product offerings from competitors through targeted branding, advertising, and promotional efforts plays a significant role in attracting and retaining customers. To enhance brand visibility, we use different forms of advertisements, ranging from print media to outdoor hoarding. In addition, we also partner with retail chains to conduct in-store promotions. We participate in various events and local festivals to reach out to wider audience. Further, we place advertisements on social media platforms to attract retail customers. In the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, our advertising and marketing expenses were ₹33.87 million, ₹59.00 million, ₹71.43 million and ₹61.57 million, respectively, representing 0.35%, 0.31%, 0.47% and 0.48%, of our total expenses during those periods. To further strengthen our brand, we intend to engage media agencies, which will advise us on strategic brand-building and market visibility across platforms such as television, print, and radio. Through our advertising campaigns, we intend to achieve wider reach and visibility across various media channels including television, cinema, radio, and newspapers, with commercials designed to broaden consumer outreach and reinforce product propositions. 232A professional advertising agency will help in building recall value for our brand and thereby help increasing our brand awareness, reach and visibility in untapped markets. Their advice and expertise will enable us to achieve this goal through strategic campaigns across diverse media platforms including digital, social, print, radio and television. Utilities Our operations require the use of power, fuel and water. Power We rely on the state electricity boards through a power grid for the supply of electricity, solar panels (997 kW) and turbine generated power (950 kW) and utilize diesel generators to ensure that our facilities are operational during power failures or other emergencies. In particular, our Unit I is operated through the power generated through husk collected during the cleaning process. Our Company has adopted a circular process for energy generation, wherein the by-products and waste material are either used in power generation or sold on commercial basis to third parties for manufacturing sustainable products. Water Our Unit I and Unit II use ground water for our manufacturing operations. To minimize the wastage of water as well as to reduce the water procurement cost, we process the water in effluent treatment plant for recycling and reuse it in the manufacturing process. The water requirements at our Unit III is met through water provided by Central Ground Water Authority on a need- basis during the course of our business operations. Quality Control Our Company employs comprehensive quality control measures at every stage of the production process, from raw material inspection to final packaging and storage, and after sales product review from our customers. These measures ensure that our products produced meets the highest standards of quality, safety, and consumer satisfaction. By adhering to stringent quality control protocols and continuously improving practices, our Company maintains its reputation for delivering high-quality products to the market. All raw materials are procured through our procurement agents and our requirements ahead of the procurement season are informed in prior. Samples of paddy are tested against our required specifications. Samples of basmati and other FMCG products are tested in our laboratory managed by experienced quality testers for various parameters, such as purity, rice yield, moisture content and grain size (as applicable) before large-scale procurement. This ensures that only high-quality raw materials enter the production process. We take customer feedback on regular basis and analyzed to identify areas for improvement. All our processing units are equipped with automated machinery streamlining various stages of production, from cleaning and de-husking to polishing and packaging which enables increased production speed and higher operational efficiencies, including lower breakages, production losses as well as more efficient cleaning, de-stoning, sorting and grading processes. Both of our manufacturing and processing units (i.e., Unit I and Unit II) are equipped with paddy and rice laboratories for quality control purposes. We have received various quality accreditations. All of our Units also hold Central FSSAI licenses from the Food Safety and Standards Authority of India, ensuring our facilities compliance with the Indian food authorities. All of our Units operate under a food safety management system which complies with the requirements of ISO 22000: 2018. In addition, they are also Hazard Analysis and Critical Control Point (“HACCP”) accredited. We remain committed to ongoing investment in research and development to drive process innovation and enhance product quality and safety. In particular, we are prioritizing R&D initiatives focused on advancing our laboratory equipment and analytical methodologies. 233Environment, Social and Governance Initiatives We believe embracing Environmental, Social, and Governance (ESG) initiatives is essential for sustainable operations and long-term success which led us to achieve reduction of our carbon footprint and a value creation in the society. We are mindful of the impacts of groundwater consumption and realise the increasing need to protect and nurture freshwater and groundwater sources. We have put in place sustainability initiatives that recycle process water and enable reuse of water in various processes through effluent treatment plants at our manufacturing units. We are conscious of the impacts of air pollutants and the adverse impacts it has on living beings and our planet. Many of our initiatives have been centered around reduction of use of fossil fuels and use of more sustainable and energy efficient technology. Mindful of the same, we have installed solar power panels (997 kW) and co-power generation biomass turbine (950 kW) at our Amritsar plant (Unit I) for captive consumption to harness clean energy and reduce our carbon footprint. Further, our Company also recycles agricultural waste, such as rice husks, into bioenergy and other useful products. Our Company has adopted a circular process for energy generation, wherein the by-products and waste material are either used in power generation or sold on commercial basis to third parties for manufacturing sustainable products Competition We face competition from other large basmati rice companies including KRBL Limited, LT Foods Limited and Sarveshwar Foods Limited, and various smaller unorganized processors. As basmati rice is a product that is protected by geographic indications internationally, we face limited competition on a global scale. However, India faces increased competition from Pakistan which is offering the grain at more competitive prices, as per Company commissioned CARE Report. For further information on the competition we face in the markets in which we operate, please see the chapter titled “Industry Overview” beginning on page 153. Technical Collaborations Our Company does not have any technical collaboration as on the date of this Prospectus. Information Technology We believe that an appropriate information technology infrastructure is important to support the growth of our business. We utilize customized food grain ERP software which supports sales, purchase, inventory management and financial reporting across our Units. Further, we use modern technology and sophisticated plants and machinery for our large-scale processing. Insurance We maintain insurance policies that are customary for companies operating in our industry. For our operations, we have obtained industrial all-risk policy for our manufacturing, processing and packaging facilities, fire and special perils policy for our warehouses. Further, we maintain money and burglary insurance, commercial vehicle insurance, and marine cargo insurance, fire policy for our building, plant and machineries, etc. These policies are renewed from time to time We have not taken insurances for all risks, and our policies are subject to standard limitations. For example, we do not have key man insurance, directors and officers liability insurance or product liability insurance. 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. Please refer to “Risk Factors – We may not have sufficient insurance coverage to cover our economic losses as well as certain other risks, not covered in our insurance policies, which could adversely affect business, results of operations, cash flows and financial condition” on page 65. 234The table below sets forth particulars of our insurance coverage against total insurable assets for the periods/year indicated. Particulars Amount of Assets as at ( ₹ in million) Percentage of total Assets (in Percentage of %) insurance coverage (in %) Sept 30, March March March Sept March March March Sept March March March 2025 31, 2025 31, 2024 31, 2023 30, 31, 31, 31, 30, 31, 31, 31, 2025 2025 2024 2023 2025 2025 2024 2023 Insured Assets(1) 9,493.49 1 0 , 0 88.65 8,828.11 7,173.20 98.78 98.85 98.73 98.41 110.02 92.67 85.55 105.05 Uninsured Assets 117.19 116.94 113.83 116.21 1.22 1.15 1.27 1.59 - - - - Total Assets 9,610.68 10,205.60 8,941.94 7,289.41 100 100 100 100 110.02 92.67 85.55 105.05 (1)Insured Assets include inventory, net block of plant and machinery, vehicles and buildings. Corporate Social Responsibility We have constituted a corporate and social responsibility committee and have adopted and implemented a CSR Policy pursuant to which we carry out CSR activities. In terms of our CSR policy our CSR expenditure may be towards, amongst others, eradicating hunger and poverty, promoting health care, promoting children education, promoting birds and animal welfare and empowering women. The table below sets forth our CSR expenses for the periods indicated: Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 As a % of As a % of As a % of Particulars In ₹ total In ₹ total In ₹ total In ₹ As a % of total million expenses million expenses million expenses million expenses (%) (%) (%) (%) CSR expenses 4.67 0.05 5.54 0.03 3.96 0.03 3.59 0.03 Employees and Human Resources We believe our employees and personnel are one of our most important assets and critical to maintaining our competitive position in our industry. Our human resource policies focus on recruiting qualified and talented personnel, whom we believe integrate well with our current workforce. We develop and train our employees in order to facilitate the growth of our operations and have instituted programmes for the employees which aid in their personal development and enhances their productivity. We conduct regular events to recognize and award employees based on performance and the impact they have made, irrespective of their designation, department or location. As of February 28, 2026, we had 225 permanent employees, as set forth below, by function: Function Employees Procurement 11 Production 79 Plant maintenance 10 Dispatch and supply chain 10 Support functions 24 Quality Assurance and Control 14 Marketing and Sales 43 Human Resources, Administration and Finance 30 Compliance and legal department 2 Product Innovation and Development 2 Total 225 235The table below set forth the attrition rate for our employees for the periods indicated: Six months ended Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Attrition Rate (%) 9.95 30.84 22.12 21.98 Our employees are not unionised into any labour or workers’ unions. We have not experienced any major work stoppages due to labour disputes or cessation of work in the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023. Further, as on February 28, 2026, we employed approximately 270 persons on contract labour basis. We mainly use contract laborers for loading and unloading of basmati paddy and basmati rice at our processing and storage facilities. Intellectual Property We consider our brands and intellectual property to be an asset. As on date of this Prospectus, we have registered a total of 100 trademarks, including 70 trademarks in India and 30 trademarks across 26 countries primarily in Europe, Asia and Africa, and 22 copyrights in India. Certain intellectual properties were registered in the name of our Promoter, Chairman and Managing Director, Jagdish Kumar Suri. Pursuant to the Deed of Assignment dated June 2, 2025, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. Our Company has made applications before the relevant authorities for registration of the said intellectual properties in its name which are currently pending. Any delay in obtaining such registrations may affect the Company’s ability to enforce its rights over these intellectual properties. For further details, refer “History and Certain Corporate Matters – Other Material Agreements”, “Government and Other Statutory Approvals – Intellectual Property” and for related risks, see “Risk Factors – The availability of counterfeit products and any inability to protect our intellectual property or any claims that we infringe on the intellectual property rights of others could have a material adverse effect on us. Any deterioration in the reputation and market perception of our brands, or if our sales and marketing efforts are ineffective, it could adversely affect our sales, profitability and the implementation of our growth strategy” on page 257, 236 and 67, respectively. Properties The following table sets forth certain details of our properties as at the date of this Prospectus: Lease Lessor/ Amount Area in Duration of d/ Lessee (₹) square Lease Purpose Address Lessor Owne Relationsh meters (if applicable) d ip (approx.) Registered 2735/9, Mohan Lal Leased Rahul Suri Promoter & ₹10,000 4.00 Period of 36 Office Palace, Naya Bazar, Whole time per month months from Delhi-110 006, India Director of 01/03/2024 to Company 28/02/2027 Unit I: Village Dalam, Near Owned NA - - 20,360.76 NA manufacturi Kukkeranwala, Ajnala ng unit Road, Amritsar, India Unit I: Village Owned NA - - 45,248.93 NA manufacturi Mehalanawala, Near ng unit Kukkeranwala, Ajnala Road, Amritsar, India Guest House House No.659-A, Owned NA - - 450.00 NA Sushant Lok-1, Block A, Gurgaon, Haryana- 122 001, India 236Lease Lessor/ Amount Area in Duration of d/ Lessee (₹) square Lease Purpose Address Lessor Owne Relationsh meters (if applicable) d ip (approx.) Unit I: Village Leased Ashish Pal Not related ₹79,750 16,187.00 Period of 11 warehouse Mehalanawala, Tehsil Singh per month months from Ajnala, Ditt Amritsar, 01/02/2026 to Punjab, India 31/12/2026 Unit I: Khasra No-44/26 Leased Bhupinder Not related ₹130,909 12,267.00 Period of 11 warehouse Village Singh per month months from ChhinaVpoHarshaCh 01/02/2026 to hina Near 31/12/2026 KukkerawalaAjnala Road, Distt Amritsar, Punjab, India Unit I: open Khasra No-95/15 (8-0) Leased Mandeepak Not related ₹53,165 16,187.00 Period of 11 land 94/11(8-0)12 (8-0)13 Pal Singh per month months from (8-0) Village 01/02/2026 to Mehalanawala, Tehsil 31/12/2026 Ajnala, Distt Amritsar, Punjab, India Unit I: open Khasra No-94/ 1 (8-0 ) Leased Harnav Not related ₹79,975 24,543 Period of 11 land 94/2 (7-19)3 (7-11)9/3 Singh per month months from (5-0) 10 (8-0)95/5(4- 01/02/2026 to 0) 6(4-0) Village 31/12/2026 Mehalanawala, Tehsil Ajnala, Distt Amritsar, Punjab, India Unit I: open Khasra No-94/8/1 (2- Leased Navdeep Not related ₹18,475 5,565.00 Period of 11 land 9), (8-2) (2-9), (8-3) Kaur per month months from (0-9),(8-4) (2-4), 01/02/2026 to 94/8/5 (0-9) (9-1) (2- 31/12/2026 0) (9-2) (1-0) Village Mehalanawala, Tehsil Ajnala, Distt Amritsar, Punjab, India Unit I: open Village Dalam, Khasra Leased Ravdeep Not related ₹59,400 24,281.00 Period of 11 land No-28-1-1/1=0.08,28- Kaur per month months from 1-1/2=7.15,28- 01/02/2026 to 0/10/1=3.11,28- 31/12/2026 10/10/2 =4.09,28- 9=2.13,Village Mehalanawala,96- 2=7.13,96-3=8.00,96- 4=8.00,96-9=9/1 =4.17,96-9=9/2=0.02, Village Dalam, Tehsil, Ajnala, Distt Amritsar, Punjab, India Unit I: Khasra no. 1444, o/s Leased Ram Not related ₹100,000 21,700.00 Period of 06 warehouse Bhagtanwala Mandi, Krishan per month & months from near Satnam Dharam Puri 1,600.00 01/10/2025 to Kanda, Amritsar, Tarn 31/03/2026 Taran, Punjab, 143 009, India Unit I: KHASRA No. Leased Pawan Not related ₹111,000 8,000.00 Period of 3 months warehouse 15//17/2, 15//16/1/2 Kumar per month from 01/01/2026 min 16/3, 17/1, 26/1, Bhanot to 31/03/2026 237Lease Lessor/ Amount Area in Duration of d/ Lessee (₹) square Lease Purpose Address Lessor Owne Relationsh meters (if applicable) d ip (approx.) 15//24, opposite Bhullar Palace, near Zimidara Dharam Kanda, Tarn Taran Road, Amritsar, Amritsar, Punjab, 143 006, India Unit I: Near Village Leased Talwinder Not related ₹82,674 1280.00 Period of 11 Warehouse Balachak, Next to Singh per month months from Deep Resort, Amritsar 10/10/2025 to - Tarn Taran Road, 09/09/2026 Distt. Tarn Taran Corporate Jind Road, Safidon- Leased Jagdish Promoter, NA 17,858.00 Period from Office and 126112, Haryana, Kumar Suri Chairman 01/09/2010 to Unit II - India & 31/08/2030 manufacturi Managing ng unit Director of Company Unit II – Village Silla Kheri, Leased Satparkash Not related ₹15,000 1,518.00 Period of 11 labour Jind Road, Safidon, per month months from quarter Haryana, India 01/11/2025 to 30/09/2026 Unit II – Village RattaKhera, Owned NA - - 12,344.00 NA open land Safidon, India Unit II – Village RattaKhera, Leased Atul Jain & Not related ₹75,361 16,391.00 Period of 08 open land & Jind Road, Safidon, Others per month months from Godown Haryana, India 01/02/2026 to 30/09/2026 Unit II – Village Silakheri, Jind Leased Rakesh Not related ₹55,000 16,190.00 Period of 11 open land Road, Safidon, Singhal & per month months from Haryana, India Prem 01/03/2026 to Singhal 31/01/2027 Unit II – Vpo Jaipur, Jind Leased Arya Not related ₹61,250 923.00 Period from Godown Road, Safidon, India Collateral per month 19/01/2026 to last Warehousi bag in godown ng Services Private Limited Unit II – No. 24, Jind Road, Leased Praveen Not related ₹60,760 2,170.00 Period of 5 months Godown Sillakhedi, Distirct Kumar Jain per month (in metric from 01/11/2025 Jind, Safidon, India & others tons) to 31/03/2026 Unit II – No. 25, Jind Road, Leased Praveen Not related ₹28,000 1,000.00 Period of 6 months Godown Sillakhedi, Distirct Kumar Jain per month (in metric from 17/10/2025 Jind, Safidon, India & others tons) to 31/03/2026 Unit II – Village RattaKhera, Leased Atul Jain & Not related ₹1,20,750 1394.00 Period of 11 Godown Jind Road, Safidon, Others per month months from Haryana, India 15/09/2025 to 14/08/2026 Unit II – No. 29, Jind Road, Leased Praveen Not related ₹33,600 1,200.00 Period of 5 months Godown Sillakhedi, Distirct Kumar Jain per month (in metric from 04/11/2025 Jind, Safidon, India & others tons) to 31/03/2026 Unit III – Khasra no. 67/9, near Leased Rajinder Not related ₹1,12,500 1,254.19 Period of 11 packaging Tata Telco, G.T Kumar per month months from unit Bajaj 238Lease Lessor/ Amount Area in Duration of d/ Lessee (₹) square Lease Purpose Address Lessor Owne Relationsh meters (if applicable) d ip (approx.) Karnal Road, Alipur, 01/02/2026 to North Delhi, Delhi, 31/12/2026 110 036, India Unit III – Khasra No. 43/19, Leased Deepa Not related ₹36,000 501.68 Period of 11 warehouse Village. Alipur, New Garg per month months from Delhi, North Delhi, 01/02/2026 to Delhi, 110 036, India 31/12/2026 Unit III – Khasra No. 43/22, Leased Rajesh Not related ₹1,61,280 1,685.63 Period of 11 warehouse Village. Alipur, New Singhal, per month months from Delhi, North Delhi, Manoj 01/10/2025 to Delhi, 110 036, India Kumar 31/08/2026 Singhal, Sarita Singhal & Babita Singhal Unit III – Khasra No. 67/12, Leased Karmine Not related ₹90,000 836.13 Period of 11 warehouse MIN 1-00 VILLAGE. Developers per month months from Alipur, New Delhi, Private 01/02/2026 to North Delhi, Delhi, Limited 31/12/2026 110036 Unit III – Khasra No. 43/23, Leased Sanmeet Not related ₹75,000 842.82 Period of 11 warehouse Village. Alipur, New Singh, per month months from Delhi, North Delhi, Virender 01/02/2026 to Delhi, 110 036, India Singh, 31/12/2026 Navneet Kaur, Gurpreet Singh (HUF), Harneet Kaur Unit III – Khasra No. 43/21, Leased Rajiv Not related ₹60,291 836.13 Period of 11 warehouse Village. Alipur, New Gupta, per month months from Delhi, North Delhi, Sandeep 01/02/2026 to Delhi, 110 036, India Bansal 31/12/2026 (HUF) and Anupam Saxena Unit III – Khasra No. 49/10, Leased Karmine Not related ₹168,000 1,755.87 Period of 11 warehouse Village. Alipur, New Developers per month months from Delhi, North Delhi, Pvt Ltd & 01/02/2026 to Delhi, 110 036, India Manglam 31/12/2026 Param Dev Builders Private Limited Unit III – Khasra No. 68/21/2 & Leased Pitamber Not related ₹149,920 3,133.81 Period of 11 warehouse 68/22, VILLAGE. Lal per month months from Alipur, New Delhi, 01/02/2026 to North Delhi, Delhi, 31/12/2026 110 036, India 239Lease Lessor/ Amount Area in Duration of d/ Lessee (₹) square Lease Purpose Address Lessor Owne Relationsh meters (if applicable) d ip (approx.) Unit III – Khasra No. 67/12, Leased Gulshan Not related ₹96,800 919.74 Period of 11 warehouse Village. Alipur, New Kumar per moth months from Delhi, North Delhi, Diwan & 01/02/2026 to Delhi, 110 036, India Sushil 31/12/2026 Kumar Diwan Unit III – Khasra No. 67/2, Leased Monika Not related ₹85,000 836.13 Period of 11 warehouse Village,. Alipur, New Sharma & per month months from Delhi, North Delhi, Neelam 01/03/2026 to Delhi, 110036 Luthra 31/01/2027 Unit III – Khasra No. 69/9, Leased Neeta Not related ₹90,000 1,003.35 Period of 11 warehouse Village. Alipur, New Chopra per month months from Delhi, North Delhi, 01/02/2026 to Delhi, 110 036, India 31/12/2026 Unit III – Ground, Kh No 66/6 Leased Babita Not related ₹71,500 919.74 Period of 11 warehouse Min 010 15min 011, Goel per month months from Revenue Estate, 01/01/2026 to Alipur, Alipur, New 30/11/2026 Delhi, North Delhi, Delhi, 110 036, India Unit III – Khasra no. 49/2, Leased Parkash Not related ₹56,250 627.10 Period of 11 warehouse Revenue Estate Goel per month months from Village Alipur, 01/07/2025 to Godown, Alipur, New 31/05/2026 Delhi, North Delhi, Delhi, 110 036, India Unit III – Khasra No. 49/11, Leased Hari Not related ₹32,500 418.06 Period of 11 warehouse Village Alipur, Delhi Kishan per month months from – 110 036, India Chhabra & 01/02/2026 to Sunil 31/12/2026 Chhabra Unit III – Khasra no 49/8 min Leased Himanshu Not related ₹1,00,000 836.13 Period of 11 warehouse (1-03), Revenue Estate Goel per month months from Alipur, New Delhi, 10/09/2025 to 110036, India 09/07/2026 Unit III – KH. NO. 67/13 Leased Rajesh Jain Not related ₹25,000 209.03 Period of 11 warehouse Revenue Estate & Gaurav per month months from Alipur, New Delhi, Jain 01/11/2025 to 110036, India 30/09/2026 For related risks, see “Risk Factors - We have currently obtained on lease our Registered and Corporate Office, our packaging facility and some of our storage facilities. If these leases are terminated or not renewed on terms acceptable to us, it could have a material adverse effect on our business, financial condition and results of operations” and “We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders” on page 58 and 69. 240KEY REGULATIONS AND POLICIES The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars and policies which are applicable to our Company and the business undertaken by our Company. The information detailed in this section has been obtained from publications available in the public domain. The regulations set forth 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. The information detailed in this section is based on the current provisions of applicable law, and remain subject to judicial and administrative interpretations, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Taxation statutes such as the Income Tax Act, 1961, the Customs Act, 1962, the relevant goods and services tax legislation statutes apply to us as it does to any other company. The details of such government approvals have more particularly been described for your reference in the chapter titled “Government and Other Statutory Approvals” on page 409. INDUSTRY SPECIFIC LAWS APPLICABLE TO OUR COMPANY The Food Safety and Standards Act, 2006 (“FSSA”) and the regulations framed thereunder The FSSA was enacted on August 23, 2006, repealing and replacing the Prevention of Food Adulteration Act, 1954. The FSSA was enacted with a view to consolidate the laws relating to food and establish the Food Safety and Standards Authority of India (“FSSAI”) for laying down scientific standards for articles of food and to regulate their manufacture, storage, distribution, sale and import to ensure availability of safe and wholesome food for human consumption, and for matters connected therewith or incidental thereto. The FSSAI is required to provide scientific advice and technical support to the GoI and the state governments in framing the policy and rules relating to food safety and nutrition. The standards prescribed by the FSSAI include specifications for food additives, flavourings, processing aids and materials in contact with food, ingredients, contaminants, pesticide residue, biological hazards and labels. Under the provisions of the FSSA, no person may carry on any food business except under a license granted by the FSSAI. The FSSA sets forth the requirements for licensing and registering of food businesses in addition to laying down the general principles for safety, responsibilities of food business operators and liabilities of manufacturer and sellers, and adjudication by the Food Safety Appellate Tribunal and also lays down penalties for various offences (including recall procedures). The FSSAI has also framed, among others, the following food safety and standards regulations in relation to various food products and additives: • Food Safety and Standards Rules, 2011 • Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011 • Food Safety and Standards (Food Products Standards and Food Additives) Regulations, 2011(as amended by the Food Safety and Standards (Food Products Standards and Food Additives) First Amendment Regulations, 2023) • Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011 • Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011 • Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, 2011 • Food Safety and Standards (Import) Regulations, 2017 • Food Safety and Standards (Food Recall Procedure) Regulations, 2017 • Food Safety and Standards (Packaging) Regulations, 2018 • Food Safety and Standards (Advertising and Claims) Regulation, 2018 • Food Safety and Standards (Labelling and Display) Regulations, 2020 For enforcement under the FSSA, the ‘commissioner of food safety’, ‘food safety officer’ and ‘food analyst’ have been granted with detailed powers of seizure, sampling, taking extracts and analysis. Penalties are levied for various defaults such as for selling food not of the nature or substance or quality demanded, sub-standard food, misbranded food, misleading advertisement, food containing extraneous matter, for failure to comply with the directions of Food Safety officer, for unhygienic or unsanitary processing or manufacturing of food, for processing adulterant. Apart from the penalties, there are punishments prescribed for selling, storing, distributing or importing unsafe food, for 241interfering with seized items, for providing false information, for obstructing or impersonating a Food Safety officer, for carrying out a business without license and for other subsequent offences. The FSSA also contains the provisions for offences by companies. Further, the Food Safety and Standards Rules, 2011 (“FSSR”) which have been operative since August 5, 2011, provide, among other things, the qualifications mandatory for the posts of the ‘commissioner of food safety’, ‘food safety officer’ and ‘food analyst’, and the procedure for taking extracts of documents, sampling and analysis. The Legal Metrology Act, 2009 (“Legal Metrology Act”) The Legal Metrology Act provides that the units of weights and measures must be in accordance with the metric system based on the international system of units, and prohibits quotations made otherwise. The Legal Metrology (General) Rules, 2011, which came into force on April 1, 2011, also provides detailed specifications of standard weights and measures and the standard equipment. The Legal Metrology (Packaged Commodities) Rules, 2011, which also came into force on April 1, 2011, provide the specification with respect to price, origin, expiry date and other details which are required to be mentioned on the label of products. The Legal Metrology Rules are ancillary to the Legal Metrology Act and set out to define various manufacturing and packing terminology. The Rules require a declaration of 'country of origin' or 'country of manufacture' or 'country of assembly' on the imported products. 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. The Legal Metrology Act regulates the trade and commerce in weights and measures, and provides for the appointment of a director, controller and other legal metrology officers, and empowers them to undertake inspection or forfeiture to ensure compliance with its provisions. It provides for imposition of penalty on use of non-standard, or unverified weights and measures, and for making any transaction, deal or contract in contravention of the standards weights and measures. The Legal Metrology Act allows companies to nominate a person who will be held responsible for the breach of provisions of this legislation. The Legal Metrology (Packaged Commodities) Rules, 2011, with amendments up to June 2017 (“Legal Metrology Rules”) The Legal Metrology Rules are ancillary to the Legal Metrology Act and set out to define various manufacturing and packing terminology. The Rules require a declaration of 'country of origin' or 'country of manufacture' or 'country of assembly' on the imported products. 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. The Amendment Rules issued in 2017 brought e-commerce under the ambit of the Rules by defining terms such as ‘e-commerce’, ‘e-commerce entity’ and ‘marketplace-based model of e-commerce’. The Rules also lay down the declarations e-commerce entities are required to make. These rules aim to foster a healthier marketplace for consumers by ensuring that standardized and ethical practices are followed with respect to packaging and sale of goods and laying down strict penalties in cases of violations of manner of labelling and packaging. The Agricultural and Processed Foods Products and Export Development Authority Act, 1985 (“APEDA Act”) The APEDA Act provides for establishment of Agricultural and Processed Food Products Export Development Authority (the “APEDA”) for the development and promotion of export of certain agriculture and processed food products. Persons exporting any one or more of the products specified in the schedules to the APEDA Act are required to be registered under the APEDA Act and are required to adhere to specified standards and specifications. The APEDA Act provides for imprisonment and monetary penalties for breach of its provisions. Further, the Agricultural and Processed Food Products Export Development Authority Rules, 1986, have been framed for effective implementation of the APEDA Act and provides for the application, grant and cancellation of registration to be obtained by exporters of agricultural produce. APEDA has signed multiple MoUs with different institutions engaged in Agri-trade and Agri-infrastructure to foster cooperation in the areas of critical technology intervention requirements for organic as well as chemical/ residue free production systems; development of Common Processing Centres; 242effectively supporting the entire value chain system in clusters identified under the Agriculture Export Policy (AEP); developing pre-production, production, post harvesting, primary processing, secondary processing and transportation/ distribution guidelines for all the stakeholders including farmers to meet international compliances, capacity building of various stakeholders and providing technical support to tribal farmers & groups, federations, organizations working with farmers, engaging cooperatives involved in agricultural production for improving the quality of Agri-produce, its consolidation and export for better price realization to the farmers; facilitating necessary certifications for Agri- produce/ organic produce; capacity development of Agri-processing and allied cooperative societies/SHGs; showcasing the products and services being produced/offered by Agri-produce/processing cooperatives in the Indian and global markets, etc. Such MoUs are expected to facilitate the development of clusters identified under the AEP, thus benefiting the farmers in those clusters and promoting Agri exports from the country. In pursuance of Section 10 A of the APEDA Act and in exercise of the powers conferred by Section 21 of the Geographical Indications of Goods (Registration and Protection) Act,1999, APEDA has developed Basmati.Net as web-based traceability system. Basmati. Net is aimed to provide a common platform to all stakeholders in supply chain to enter details of activity/activities undertaken by them as part of Basmati value chain. All stake holders namely, paddy traders/millers/processors/ exporters/ suppliers in domestic markets forming part of supply chain between the commission agent and customer of Basmati rice through retail, need to register their organization and their activities on Basmati.Net so that the authenticity is intact. The Agricultural Produce (Grading and Marking) Act, 1937 read with General Grading and Marking Rules, 1988 (“Grading and Marking Laws”) The Grading and Marking Laws provide for the grading and marking of agricultural and other allied commodities with the objectives of making available quality agricultural produce including horticulture and livestock produce to consumers. The Central Government has implemented rules fixing grade designation to indicate the quality of any scheduled article, defining the quality indicated by every grade designation; specifying grade designation mark to represent particular grade designation; authorising a person or body of persons to use a grade designation mark with respect to any article subject to prescribed conditions; prescribe the manner in which an article could be packed, sealed and marked, and providing for the confiscation and disposal of produce marked otherwise than in accordance with the prescribed conditions with a grade designation mark. The Agricultural Produce Marketing Legislations The agricultural produce marketing legislations enacted by state governments regulate marketing of agricultural, horticultural, livestock products and certain other produce in market areas and establishes market committees for every market area in the state to regulate transactions in agricultural produce. It provides for the organization and composition of committees and their powers and functions which include granting licenses to operate in the market, provide for necessary facilities in the market area, regulate and control transactions in the market and admissions to the market. Punjab Agricultural Produce Markets Act, 1961 (the “Punjab Agricultural Produce Markets Act”) read with the Punjab Agricultural Produce Markets (General) Rules, 1962 The Punjab Agricultural Produce Markets Act regulates the marketing of agricultural products in the states of Punjab and Haryana. The Act creates a structured framework for the sale and purchase of agricultural products, ensures that fair trade practices prevail, provides for better transparency of transactions. The Act also establishes regulated markets under the Punjab State Agricultural Marketing Board (PSAMB), with primary goal to prevent exploitation of farmers and to promoter the growth of the agriculture sector in Punjab. The Act enables the formation of marketing committees to oversee the functioning of such regulated markets established in various locations across the state. By handing over the management of functions of the markets to these marketing committees, the Act excludes the role and influence of middlemen and encourages farmers to make direct relations with traders, which results in farmers being able to secure the best market price for their produce. 243The Export (Quality Control and Inspection) Act, 1963 (the “EQCI Act”) read with the Export of Basmati Rice (Quality Control and Inspection) Rules, 2003 The EQCI Act provides for the development of the export trade of India by ensuring quality control by conducting inspection. Food products are notified commodities under the EQCI Act and require pre-shipment inspection and certification by Export Inspection Agencies, as identified under the EQCI Act. The Export of Basmati Rice (Quality Control and Inspection) Rules, 2003 were established by the GoI to regulate and ensure the quality of Basmati rice exported from India. These rules mandate exporters to obtain certification from the Export Inspection Council (EIC) or its agencies before exporting. The rice must meet prescribed quality standards regarding grain size, aroma, purity, and cleanliness. Adulteration with non-Basmati rice or artificial substances is strictly prohibited. Inspection and sampling procedures are detailed to verify compliance with the set standards. Any non-compliant consignment is rejected or requires corrective action before export. Exporters must maintain proper documentation, including inspection certificates, to facilitate traceability. The rules aim to protect the reputation of Indian Basmati rice in the global market, uphold its Geographical Indication (GI) status, and prevent misuse of the Basmati label. These regulations are binding for all exporters of Basmati rice from India and ensure adherence to international quality expectations. Basmati Rice (Export) Grading and Marking Rules, 1979 (the “Basmati Rice Rules”) The Basmati Rice Rules were formulated by the GoI to establish a set of standardized guidelines for the grading, marking, and certification of basmati rice which is meant to be exported. The Rules lay down the manner in which the produce of basmati rice should be packed, graded and labelled. The aim of these rules is to ensure that high-quality rice which meets set standards is marketed under the name ‘Basmati’ so that it does not lose its distinctiveness and global recognition. The Rules provide for grading of rice based on various factors such as grain length, colour, moisture content, and foreign matter, and these parameters help in determining the distinctiveness of Basmati Rice and allow the exporter to justify the authenticity of their product. This authenticity if further certified through ‘Agmark’ certification, which is issued by the Directorate of Marketing and Inspection, Ministry of Agriculture. 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 interest 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 or service providers or 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. It establishes 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 ten lakh. In cases of manufacturing for sale or storing, selling or distributing or importing products containing an adulterant, the imprisonment may vary between six months to seven years and fine between one lakh to ten lakh depending upon the nature of injury to the consumer. Bureau of Indian Standards Act, 2016 (the “BIS Act”) read with Bureau of Indian Standards Rules, 2018 (“BIS Rules”) The BIS Act provides for the establishment of the National Standards Body of India for the standardisation, 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 244Indian Standard or whether the standard mark has been improperly used in relation to any article or process with or without a license. A person may apply to the bureau for grant of license or certificate of conformity, if the articles, goods, process, system or service confirms to an Indian Standard. Further, the Ministry, vide notification no. G.S.R. 584(E) dated June 25, 2018, has notified the BIS Rules. The BIS Rules have been notified in supersession of the Bureau of Indian Standards Rules, 1987, in so far as they relate to Chapter IV A of the said rules, and in supersession of the Bureau of Indian Standards Rules, 2017, except in relation to things done or omitted to be done before such supersession. According to the BIS Rules, the Bureau shall establish Indian Standards in relation to any goods, article, process, system, or service, review of Indian standards, adoption of standards as Indian standards and for publishing of Indian standards and shall reaffirm, amend, revise or withdraw Indian Standards so established, as may be necessary. The Indian Boilers Act, 1923 (“Boilers Act”) read with Indian Boilers Regulations, 1950 The Boilers Act along with relevant regulations establishes and enforces the standards that regulate the materials, design and construction, inspection and testing of boilers and boiler components for compliance by the manufacturers and users of boilers in India. The State Government is empowered to appoint a director to exercise the powers and to discharge duties. The State Government has the power to limit the extent of the Boilers Act. Under the Act, “boiler” means a pressure vessel in which steam is generated for use external to itself by application of heat which is wholly or partly under pressure when steam is shut off. The Act further provides that no owner of a boiler shall use the boiler or permit it to be used unless it has been registered in accordance with the provisions of this Boilers Act. The Boilers Act also provides for penalties for illegal use of boilers, penalty for breach of rules and other penalties. The Boilers Regulations provide for inter alia, standard requirements with respect to material, construction, safety and testing of boilers. Petroleum Act, 1934 and Rules framed thereunder (“Petroleum Rules, 2002”) The Petroleum Act, 1934, governs the import, transport, storage, production, refining and blending of petroleum. The aim of the Act is to ensure the safety of the public and the environment by regulating the production, supply, distribution and storage of petroleum products. It also provides for the licensing of refineries, storage facilities and transportation of petroleum products. The Petroleum Rules, 2002, have been framed under this Act. These rules further elaborate on the procedure of obtaining licenses for import, export, transportation etc. It also lays down the various licenses required during different stages of the petroleum lifecycle. The Rules also provide various safety guidelines for handling petroleum products, fire safety and ways to prevent accidents involving petroleum products. Sale of Goods Act, 1930 (“SOGA”) The SOGA 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 SOGA 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. Shop and establishment legislations in various states Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set up, establishments are required to be registered. These legislations regulate the working and employment conditions of the workers employed in shops and establishments including commercial establishments and provide for fixation of opening and closing hours, daily and weekly working hours, rest intervals, overtime, holidays, leave, health and safety measures, termination of service, wages for overtime work, maintenance of shops and establishments and other rights and obligations of the employers and employees. There are penalties prescribed in the form of monetary fine or imprisonment for violation of the legislations. 245ENVIRONMENTAL LAWS The Environment (Protection) Act, 1986 (“EPA”) read with The Environment (Protection) Rules, 1986 and Environmental Impact Assessment Notification, 2006 (“EIA Notification”) The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying on any industry, operation or process shall discharge or emit or permit to be discharged or emit any environmental pollutant in excess of such standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous substance except in accordance with such procedure and after complying with such safeguards as may be prescribed. EPA empowers the Central Government to take all measures necessary to protect and improve the environment such as laying down standards for emission or discharge of pollutants, providing for restrictions regarding areas where industries may operate and generally to curb environmental pollution. Penalties for violation of the EPA include fines up to ₹1.00 million or imprisonment of up to five years, or both. As per the Environment Protection Rules, every person who carries on an industry, operation or process requiring consent under Water Act or Air Act or both or authorization under the Hazardous Wastes Rules is required to submit to the concerned state pollution control board an environmental audit report for that financial year in the prescribed form. Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering the relevant state pollution control boards. Under the Water Act, any individual, industry or institution discharging industrial or domestic waste into water must obtain the consent of the relevant state pollution control board, which is empowered to establish standards and conditions that are required to be complied with. The Water Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) Under the Air Act, the relevant state pollution control board may inspect any industrial plant or manufacturing process and give orders, as it may deem fit, for the prevention, control and abatement of air pollution. Further, industrial plants and manufacturing processes are required to adhere to the standards for emission of air pollutants laid down by the relevant state pollution control board, in consultation with the Central Pollution Control Board. The relevant state pollution control board is also empowered to declare air pollution control areas. Additionally, consent of the state pollution control board is required prior to establishing and operating an industrial plant. The consent by the state pollution control board may contain provisions regarding installation of pollution control equipment and the quantity of emissions permitted at the industrial plant. Whoever contravenes any of the provisions of the Air Act or any order or direction issued is punishable with imprisonment for a term which may extend to 3 months or with a fine of ₹10,000 or with both, and in case of a continuing offence, with an additional fine which may extend to ₹5,000 for every day during which such contravention continues after initial conviction. Plastic Waste Management Rules, 2016 and the amendments thereto The Ministry of Environment, Forest and Climate Change published the Plastic Waste Management Rules, 2016 with the aim of facilitating collection and recycling of plastic waste. It delegates responsibility to the waste generators for waste segregation and disposal. These rules are applicable to every waste generator, local body, Gram Panchayat, manufacturer, importers, and producer. This provides the basic framework for how plastic waste generators, manufacturers, importers etc. shall manage plastic waste by stipulating conditions for the manufacture, importer stocking, distribution and use of plastic carry bags, plastic sheets, packaging etc. Plastic Waste Management (Amendment) Rules, 2018 prescribed a central registration system for the registration of the producer/importer/brand owner. The Plastic Waste Management (Amendment) Rules, 2021 extended the applicability of rules to brand owner, plastic waste processor, including the recycler and co-processor etc. The latest amendment, being the Plastic Waste Management (Amendment) Rules, 2022 emphasize on registration of producers, brand owners, importers and Plastic Waste Processors with the State Pollution Control Board or Central Pollution Control Board through their online portals, in order to obtain renewal of their consent to operate. 246Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (and Amendments thereto) The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste. Under the Hazardous Waste Rules, “hazardous waste”, inter alia, means any waste which by reason of characteristics such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger or is likely to cause danger to health or environment, whether alone or in contact with other wastes or substances. Every occupier and operator of a facility generating hazardous waste must obtain authorization from the relevant state pollution control board. Further, the occupier, importer or exporter is liable for damages caused to the environment or third party resulting from the improper handling and management and disposal of hazardous waste and must pay any financial penalty that may be levied by the respective state pollution control board LABOUR RELATED LEGISLATIONS The employment of workers, depending on the nature of the activity, is currently regulated by a wide variety of generally applicable labour legislations, including the Industrial Disputes Act, 1947, the Contract Labour (Regulation and Abolition) Act, 1970, Industrial Employment (Standing Orders) Act, 1946, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Employee’s Compensation Act, 1923, the Trade Unions Act, 1926, the Payment of Bonus Act, 1965, the Equal Remuneration Act, 1976, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Child Labour (Protection Regulation) Act, 1986, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Apprentices Act, 1961. Contract Labour (Regulation and Abolition) Act, 1970 Contract labour is the system of employing labourers through a contract by a contractor for a specified period. A workman is known as a contract labourer when they are assigned to a work of an establishment for a specific period through a contract by a contractor with or without the knowledge of the principal employer. Thus, the Contract Labour (Regulation and Abolition) Act, 1970 was enacted to regulate the employment of contract labour in certain establishments and to provide for its abolition in certain circumstances. Its primary aim is to prevent the exploitation of contract workers at the hands of contractors and the management of the establishment they are contracted to work for. The Act provides that the appropriate Government may, after consultation with the Central or State Advisory Boards (constituted under the Act), prohibit employment of contract labour in any process, operation or other work in any establishment. Employees’ State Insurance Act, 1948 (the “ESI Act”) The Employees’ State Insurance Act 1948 encompasses certain health related eventualities that the workers are generally exposed to; such as sickness, maternity, temporary or permanent disablement, Occupational disease or death due to employment injury, resulting in loss of wages or earning capacity-total or partial. Social security provision made in the Act to counterbalance or negate the resulting physical or financial distress in such contingencies, are thus, aimed at upholding human dignity in times of crises through protection from deprivation, destitution and social degradation while enabling the society the retention and continuity of a socially useful and productive manpower. Employees’ Provident Fund and Miscellaneous Provisions, 1952 This Act has been enacted as a social security measure which falls under the ground of ‘retirement benefits’, and it aims to inculcate the habit of saving in the form of a non-withdrawable financial benefit, and this sum becomes payable on retirement or death of the employee. It creates a statutory obligation on an employer to deduct a specific percentage as contribution from the employees’ salary, and the employer also contributes the same sum towards the employees’ provident fund. The administration of the scheme under this Act is in the hands of the Central Board, State Board, the regional committee, and a Chief Executive Committee appointed by the Central Government. In order to rationalise and reform labour laws in India, the Government has enacted the following codes which will be brought into force on a date to be notified by the Central Government: 247• Code on Wages, 2019, which regulates, inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. It 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. • Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of employment in industrial establishments and undertakings, and the investigation and settlement of industrial disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947. • Code on Social Security, 2020, which amends and consolidates laws relating to social security. It governs the constitution and functioning of social security organisations such as the employees’ provident fund and the employees’ state insurance corporation, regulates the payment of gratuity, the provision of maternity benefits, and compensation in the event of accidents to employees, among others. It subsumes various legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972. • Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws regarding the occupational safety, health and working conditions of persons employed in an establishment. It subsumes various legislations including the Factories Act, 1948, and the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. Certain portions of the Code on Wages, 2019, have come into force upon notification by the Ministry of Labour and Employment. The remainder of these codes shall come into force on the day that the Government shall notify for this purpose. Bombay Labour Welfare Fund Act, 1953 (as extended to the National Capital Territory of Delhi)(the “Welfare Fund Act”) and the Delhi Labour Welfare Fund Rules, 1997 (the “Welfare Fund Rules”) The Labour Welfare Fund is a fund contributed by an employer, employee and in some states by the Government as well. These Funds are formed with the intent to provide housing, medical care, educational and recreational facilities to workers and their dependents. This Fund is managed by the Labour Board which is responsible for formulating various welfare schemes for workers. The Welfare Fund Act was initially enacted to provide welfare for workers in the State of Maharashtra and was extended to the National Capital Territory of Delhi vide a notification issued in 1966. The Act provides for establishment of a fund that is financed by employers and employees focusing on the above-mentioned benefits for workers. The Delhi Welfare Rules were enacted for securing the welfare of industrial workers in Delhi by laying down provisions to improve their social and economic conditions, and their overall quality of life. The Rules provide a rate of contribution that determines the quantum of contribution by an employer and employee and also gives an outline of the manner in which the funds should be utilized. Further, it requires industrial establishments in Delhi to register under the Delhi Welfare Labour Fund Act to be recognized as a contributor to the fund. Further, under these Rules establishments are required to maintain proper records about the utilization of the fund, and these records are also subject to audit for ensuring transparency and accountability in the fund’s management. Punjab Labour Welfare Fund Act, 1965 (the “Punjab Welfare Act”) and the Punjab Labour Welfare Fund Rules, 1966 (the “Punjab Welfare Rules”) The Punjab State Government enacted the Punjab Welfare Act for establishment of the Punjab Labour Welfare Fund, administered by the Punjab Labour Welfare Board which has been given the responsibility to identify and fund various activities to promoter the welfare of workers and their dependents. For all the employers and employees covered under the Act, it makes it mandatory for them to contribute a certain amount to the fund monthly. Further, the State Government has issued the Punjab Welfare Rules which regulate various aspects of the Board such mode of payment towards the fund, meetings of the Board, budget of the Board, additional expenditures, maintenance of accounts and audit, and other functions. The fund aims to cover various benefits for workers including loan schemes, shagun 248scheme, marriage loan, stipend for education, leave travel concessions, subsidy for purchase of medical kits such as spectacles, dentures and hearing aids, death and disability compensation, medical benefits, and other such financials aids which are necessary for the smooth functioning of workers’ lives and helps them maintain a quality social standard. Factories Act, 1948 (“Factories Act”) The Factories Act defines a ‘factory’ to cover any premises which employs 10 or more workers and in which manufacturing process is carried on with the aid of power and any premises where there are at least 20 workers, even while there may not be an electrically aided manufacturing process being carried on. State Governments have authority to formulate rules in respect of matters such as prior submission of plans and their approval for the establishment of factories and registration and licensing of factories. The Factories Act provides that the person who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must ensure the health, safety and welfare of all workers. It provides such safeguards of workers in the factories as well as offers protection to the exploited workers and improve their working conditions. FOREIGN INVESTMENT AND TRADE LAWS Foreign Exchange Management Act, 1999 (the “FEMA”) Foreign investment in India is primarily governed by the provisions of FEMA. Pursuant to FEMA, the Government of India and the RBI have promulgated various regulations, rules, circulars and press notes in connection with various aspects of foreign exchange with facilitation of external trade and payments for promoting orderly developments and maintenance of foreign exchange market in India. FEMA replaced the erstwhile Foreign Exchange Regulation Act, 1973. Foreign investment is permitted (except in the prohibited sectors) in Indian companies, either through the automatic route or the government approval route, depending upon the sector in which foreign investment is sought to be made. Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“FEMA NDI Rules”) 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. Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) In India, the main legislation concerning foreign trade is 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 exemptions; and (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. FTA read with the Indian Foreign Trade Policy 2015 –2020 (extended up to September 30, 2021) provides that no export or import can be made by a company without an Importer-Exporter Code (“IEC”) granted by the Director General of Foreign Trade, Ministry of Commerce (“DGFT”), unless such person or 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. An importer-exporter code number allotted to an applicant is valid for all its branches, divisions, units and factories. Failure to obtain the IEC number shall attract penalty under the FTA. The IEC granted to any person may be suspended or cancelled inter alia in case the person contravenes any of the provisions of FTA or any rules or orders made thereunder or the DGFT or any other officer authorized by him has reason to believe that any person has 249made an export or import in a manner prejudicial to the trade relations of India. Any person who makes any export or import in contravention of any provision of this Act or any rules or orders made thereunder, or the foreign trade policy would become liable to a penalty under the FTA. Under section 5 of the FTA the Central Government has notified the Foreign Trade Policy 2023. Export Promotion Capital Goods Scheme (“The EPCG Scheme”) The EPCG Scheme provides that importers can benefit from reduced duties on the import of capital goods provided that they fulfil an export obligation to export a prescribed amount of their goods manufactured or services rendered (such amount being a multiple of the duty saved) within a specified period. Export obligations can be fulfilled by physical exports or by way of “deemed exports”, which are transactions deemed to be exports. Export Oriented Unit Scheme (“EOU Scheme”) The Ministry of Commerce, Government of India introduced the EOU Scheme on December 31, 1980. The EOU Scheme is governed by chapter six of the Foreign Trade Policy. An Export oriented unit can import from bonded warehouses in the domestic tariff area which are outside SEZ and Export oriented unit. They are typically required to fulfil certain criteria such as achievement of positive net foreign exchange earnings cumulatively in a five-year block period. Export oriented units are units which must export their entire production (except permitted sales in Domestic Tariff Area). They may be engaged in the manufacture, services, development of software, trading, repair, remaking, reconditioning and re-engineering. Export oriented units are allowed to import or locally procure, duty free, all types of goods including capital goods, raw materials and consumables required for export production. Export oriented unit premises are approved as private warehouses under Section 58 of the Customs Act. INTELLECTUAL PROPERTY LAWS Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India provides for copyright protection under the Copyright Act, 1957 and trademark protection under the Trade Marks Act, 1999. These enactments provide for the protection of intellectual property by imposing civil and criminal liability for infringement. In addition to the domestic laws, India is a party to several international intellectual property-related instruments including the Patent Cooperation Treaty, 1970, the Paris Convention for the Protection of Industrial Property, 1883, the Berne Convention for the Protection of Literary and Artistic Works, 1886, the Universal Copyright Convention adopted at Geneva in 1952, the International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations, 1961 and as a member of the World Trade Organisation is a signatory to the Agreement on Trade-Related aspects of Intellectual Property Rights. Trade Marks Act, 1999 (“Trade Marks Act”) The Trade Marks Act provides for the registration and better protection of trademarks for goods and services and for the prevention of the use of fraudulent marks. The registration of a trademark under the Trade Marks Act confers on the proprietor the exclusive right to the use of the trademark, and the right to obtain relief in respect of infringement of the trademark. The registration of a trademark shall be for a period of ten years but may be renewed from time to time as prescribed under the Trade Marks Act. The Trade Marks Act also prescribes penalties for the falsification or false application of trademarks. Further, pursuant to the notification of the Trademarks (Amendment) Act, 2010, simultaneous protection of trademark in India and other countries has been made available to owners of Indian and foreign trademarks. It also seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or transmission and to bring the law in line with international practices. The Copyright Act, 1957 and the Copyright Rules, 2013 (the “Copyright Rules”) The 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. 250TAXATION LAWS Goods and Service Tax (GST) The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central Government and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the Central Government and by the state government including union territories on intra-state supply of goods or services. Further, Central Government levies GST on the inter-state supply of goods or services. The GST law is enforced by various acts viz. Central Goods and Services Act, 2017 (“CGST”), relevant State’s Goods and Services Act, 2017 (“SGST”), Union Territory Goods and Services Act, 2017 (“UTGST”), Integrated Goods and Services Act, 2017 (“IGST”), Goods and Services (Compensation to States) Act, 2017 and various rules made thereunder. Income Tax Act, 1961 The Income Tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of this Act or rules made there under depending upon its “Residential Status” and “Type of Income” involved. The Income Tax Act provides for the taxation of persons resident in India on global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income tax under the Income Tax Act is required to comply with the provisions thereof, including those relating to tax deduction at source, advance tax, minimum alternative tax, etc. In 2019, the Government has also passed an amendment act pursuant to which concessional rates of tax are offered to a few domestic companies and new manufacturing companies. Professional Tax The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or any 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 List II of the Constitution of India. The professional taxes are classified under various tax slabs. 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 wage payable to such person before such salary or wage 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 wage, in respect of whom the tax is payable by the employer), shall obtain a certificate of enrolment from the assessing authority. Customs Act, 1962 and the Customs Tariff Act, 1975 The Customs Act, 1962 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 requiring 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. OTHER LAWS Indian Contract Act, 1872 (the “Indian Contract Act”) The Indian Contract Act governs the conditions for validity of contracts formed through electronic means; communication and acceptance of proposals; additionally, revocation, and contract formation between consumers, sellers, and intermediaries. Further, the terms of service, privacy policy, and return policies of any online platform must be legally binding agreements. Additionally, the law is yet to update to deal with the lack of online signatures. Additionally, this will require certain types of contracts and the impossibility of determining the true consumer’s age, with the standard age to enter into contracts set at 18 years. 251Competition Act, 2002 (the “Competition Act”) The Competition Act is an act to prevent practices having adverse effect on competition, to promote and sustain competition in markets, to protect interest of consumer and to ensure freedom of trade in India. The act deals with prohibition of (i) certain agreements such as anti-competitive agreements and (ii) abuse of dominant position and regulation of combinations. No enterprise or group shall abuse its dominant position in various circumstances as mentioned under the Competition Act. The prima facie duty of the Competition Commission of India (“Commission”) is to eliminate practices having adverse effect on competition, promote and sustain competition, protect interest of consumer, and ensure freedom of trade. The Commission shall issue notice to show cause to the parties to combination calling upon them to respond within 30 days in case it is of the opinion that there has been an appreciable adverse effect on competition in India. The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder The IT Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic data interchange and other means of electronic communication, commonly referred to as “electronic commerce”, involving alternatives to paper-based methods of communication and storage of information, (ii) facilitate electronic filing of documents, and (iii) create a mechanism for the authentication of electronic documentation through digital signatures. The IT Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects intermediaries in respect of third-party information liability and creates liability for failure to protect sensitive personal data. The IT Act also prescribes civil and criminal liability. Including fines and imprisonment, for computer related offences including those relating to unauthorized access to computer systems, tampering with or unauthorised manipulation of any computer, computer system or computer network and, damaging computer systems and creates liability for negligence in dealing with or handling any sensitive personal data or information in a computer resource and in maintaining reasonable security practices and procedures in relation thereto. The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices and procedures and sensitive personal data. In exercise of this power, the Department of Information Technology, Ministry of Electronics and Information Technology, Government of India, in April 2011, notified the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) prescribe directions for the collection, disclosure, and transfer of sensitive personal data by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body corporate or person who on behalf of the body corporate receives, stores or handles information to provide a privacy policy for handling and dealing with personal information, including sensitive personal data, publishing such policy on its website. The IT Security Rules further require that all such personal data be used solely for the purposes for which it was collected and any third-party disclosure of such data is made with the prior consent of the information provider, unless contractually agreed upon between them or where such disclosure is mandated by law. In addition to the above, our Company is also required to comply with the provisions of the Companies Act and rules framed thereunder, and other applicable statutes imposed by the Centre or the State Government and authorities for our day-to-day business and operations. Further, presently we carry on our operations and business in domestic and foreign jurisdictions and may continue to expand our operations. For further details, see “Our Business” on page 212. Our business and operations in such foreign jurisdictions are and will be subject to applicable local laws. 252HISTORY AND CERTAIN CORPORATE MATTERS Our Company was incorporated in the name and style of ‘Amir Chand Jagdish Kumar (Exports) Limited’ as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued on August 29, 2003 by the Registrar of Companies, N.C.T of Delhi and Haryana. Our Company was granted its certificate for commencement of business on May 13, 2004. Changes in the Registered Office of our Company As on date of this Prospectus, the registered office of our Company is currently situated at 2735, Shop No. 9, Mohan Lal Palace, Naya Bazar, Delhi - 110 006, India. Except as disclosed below, there has been no change in our Registered Office since incorporation: Effective date of change Details of change Reason for change January 14, 2005 Change in registered office of our Company from BW- Operational convenience 35A, Shalimar Bagh, Delhi- 88 to 2735, Shop No. 9, Mohan Lal Palace, Naya Bazar, Delhi- 110 006. Main Objects of our Company The main objects contained in the Memorandum of Association of our Company is mentioned below: 1. “To carry on the business as buyers, sellers and importers, exporters, distributors, manufacturers, processors, agents, brokers, factors, stockists, commission agents and dealers of all kinds of rice, rice products, rice brans, grains, paddy, cereals and other products and by-products made from rice and food grains. 2. To deal in all kinds of machines used in manufacture of rice, rice bran, husk, rice bran oil, flour, dal, basin, flakes and allied products. 3. To carry on business as buyer, sellers, importers, exporters, distributors, manufacturers, processors, agents, brokers, factors, stockiest including cold storage, commission agent and dealers in all kinds of spices, grains, cereals, atta, suji, dalia, maida, coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee, flour and preparations made from cereals, bread, pastry and confectionery, ices; honey, treacle, yeast, baking powder, salt, mustard, vinegar, sauces, condiments, spices, ice, meat, fish, poultry and game, meat extracts, preserved, dried and cooked fruits and vegetables, jellies, jams, fruit sauces, eggs, milk and milk products, edible oils (vanaspati, vegetable oils and ghee) and fats and to deal in agricultural, vegetable and fruit products and also deal and trade with any bye-products made from above said items. 4. To carry on the trade and the business of meal manufacturers, dealers in consumable stores and provisions of all kinds of foods stuffs, grains, flour, seeds, fodders, cane, oils, maize, soyabean meal, corn, wheat, wheat products, stores, vegetable oils, ghee and vanaspati products.” The main objects clause and matters necessary for furtherance of the main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being undertaken by us. Amendments to our Memorandum of Association The following amendments have been made to the Memorandum of Association of our Company in the last ten years: 253Date of Shareholders’ Nature of amendments resolution May 18, 2016 Clause III (A) i.e. Object Clause of our Memorandum of Association was amended to insert the following: “3. To carry on business as buyer, sellers, importers, exporters, distributors, manufacturers, processors, agents, brokers, factors, stockiest including cold storage, commission agent and dealers in all kinds of spices, grains, cereals, atta, suji, dalia, maida, coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee, flour and preparations made from cereals, bread, pastry and confectionery, ices; honey, treacle, yeast, baking powder, salt, mustard, vinegar, sauces, condiments, spices, ice, meat, fish, poultry and game, meat extracts, preserved, dried and cooked fruits and vegetables, jellies, jams, fruit sauces, eggs, milk and milk products, edible oils (vanaspati, vegetable oils and ghee) and fats and to deal in agricultural, vegetable and fruit products and also deal and trade with any bye-products made from above said items. 4. To carry on the trade and the business of meal manufacturers, dealers in consumable stores and provisions of all kinds of foods stuffs, grains, flour, seeds, fodders, cane, oils, maize, soyabean meal, corn, wheat, wheat products, stores, vegetable oils, ghee and vanaspati products.” August 20, 2024 Clause V i.e. Capital Clause of our Memorandum of Association was amended to reflect the increase in the authorised share capital of the Company from ₹75,000,000/- (Rupees Seven Crores Fifty Lakh) divided into 7,500,000 (Seventy Five Lakh) Equity Shares of face value of ₹10 each (Rupees Ten Only) to ₹1,200,000,000/- (Rupees One Hundred Twenty Crores Only) divided into 120,000,000 (Twelve Crore Only) Equity Shares face value of ₹10 (Rupees Ten Only) each. Major Events and Milestones The table below sets forth some of the key events, milestones in our history since its incorporation: Year Activity 2003 Incorporation as a public limited company Acquired erstwhile M/s. Amir Chand Jagdish Kumar, proprietorship firm of Jagdish Kumar Suri, our 2005 Promoter, vide a Takeover Agreement dated January 14, 2005, through which all assets and liabilities were acquired, including the Unit II and Unit III 2008 Our revenue achieved more than ₹5,000 million Awarded the status of a Star Trading House by the Ministry of Commerce and Industry, Government 2009 of India. 2010 Acquired land in Amritsar for setting up Unit I with turbine plant Received certificate of registration of rice mill for conforming to standard operating procedures for 2012 export to USA by the Directorate of Plant Protection, Quarantine & Storage, Government of India 2013 Enhanced installed capacity of Unit I from 384 MT/day to 576 MT/day Received certificate of registration of rice mill for conforming to standard operating procedures for 2015 export to China by the Directorate of Plant Protection, Quarantine & Storage, Government of India Awarded the status of a Three Star Export House by the Ministry of Commerce and Industry, Government of India 2017 Received approval from Export Inspection Council of India for processing of basmati rice for our Unit II 2018 Launched the e-commerce website of the Company 2020 Incorporated ACJK Foods Private Limited, a wholly owned subsidiary 2022 Started production and packaging of new products such as atta, besan, sugar, salt, sooji, and maida 254Year Activity Registered a total of 100 trademarks, including 70 in India and 30 across 26 countries, and 22 2025 copyrights in India Key awards, accreditations or recognition Our Company does not have any award, accreditations or recognition as on date of this Prospectus. Time and Cost Overrun There have been no time/cost overruns in relation to our business operations or implementation of our projects since incorporation. Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks Our Company has not defaulted in repayment of any loan availed from any banks or financial institutions. The tenure of repayment of any loan availed by our Company from banks or financial institutions has not been rescheduled or restructured. Details regarding material acquisition or disinvestments of business / undertakings, mergers, amalgamation, etc. in the last ten years Our Company has not made any business acquisition, merger, amalgamation or disinvestment of business in the last ten years. Revaluation of assets Our Company has neither revalued its assets nor has issued any Equity Shares (including bonus shares) by capitalizing any revaluation reserves in the last ten years. Strategic and Financial Partners Our Company does not have any strategic or financial partners as on date of this Prospectus. Collaboration Our Company has not entered into any collaborations as on the date of this Prospectus. Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation or location of plants For details of key products or services launched by our Company, capacity / facility creation, location of our plants and entry into new geographies or exit from existing markets, please refer “Our Business” on page 212. Lock-Out and Strikes There have been no instances of strikes or lock-outs at any time in our Company since incorporation. Injunction or Restraining Orders There are no injunctions/restraining orders that have been passed against our Company since incorporation. 255Details of Shareholders’ agreements Except as disclosed below, as on the date of this Prospectus, there are no subsisting shareholder’s agreements among our shareholders vis-à-vis our Company. All the terms defined below for a particular agreement shall be specific to the description of the agreements included in this section. Further, as on the date of this Prospectus, there are no special rights for nominee/ nomination rights and information rights available to any of the Promoters/ shareholders of the Company. The Articles of Association of our Company do not give any special rights of any kind of persons. Shareholders’ Agreement dated August 13, 2024, entered into by our Company and Jagdish Kumar Suri, Rahul Suri, Ramnika Suri (the “Promoters”) and Ankit Jagdishbhai Agrawal (the “Investor”) (referred to as the “Shareholders’ Agreement”); and Share Subscription Agreement dated August 13, 2024, entered into by our Company and the Investor (referred to as the “Share Subscription Agreement”), read with the Amendment and Waiver Agreement (“Amendment Agreement”) dated January 15, 2026. Pursuant to the Share Subscription Agreement, the Investor was allotted 13,158 Equity Shares of face value of ₹ 10 each of the Company at a premium of ₹ 2,270 for a total consideration of ₹ 30 millions. Our Company, our Promoters, and the Investor (collectively, the “Parties”) have entered into the Shareholders’ Agreement to record their mutual understanding and inter-se rights and obligations regarding the management and operations of the Company by virtue of them being the shareholders. The salient features of the Shareholders’ Agreement are follows: a. The Company and the Promoters have agreed and acknowledged their obligation to take all possible measures for conducting an initial public offering (“IPO”) to facilitate an exit to the Investor from the Company at a valuation determined by an independent merchant banker appointed by the Company. If the IPO contains an offer for sale component, the Investor will have the right to offer its shares for sale in the IPO, with priority over other shareholders. b. If any applicable law requires alterations to the Investors rights as set out in the Shareholders’ Agreement and/or the rights attached to the shares of the Investor (“Modification of Rights”), the Investor’s written consent will be required and within twelve months of the Modification of Rights or, if earlier, by the date on which the initial public offering process is not complete by reason of it being cancelled, withdrawn, discontinued, or postponed, such that the Company is not admitted to trading on a recognized stock exchange, the Company shall undertake all necessary actions to ensure that the Investor is restored to the same position and rights as enjoyed immediately prior to the Modification of Rights. Moreover, if, the IPO is not consummated within 12 (twelve) months from the closing date, in accordance with applicable law, (“Investor Exit Period”), the Company and the Promoters shall procure an exit to the Investor through third party sale wherein the Company shall make best efforts to procure an offer from any person to acquire all the shares of the Investor. The Shareholders’ Agreement also provides restriction with respect to transfer of the Investor’s shares which includes (i) restriction on transfer of Equity Shares except certain permitted transfers (ii) Promoters right of first refusal and (iii) tag along rights. c. In the event the Company is unable to provide an exit to the Investor during the Investor Exit Period, the Investor shall be entitled to rights under the Shareholders Agreement, in respect of certain reserved matters defined under the Shareholders Agreement without the consent of the Investor. These reserved matters include but are not limited to alteration in the Company’s share capital, transaction with related parties exceeding an aggregate value of ₹ 250 million during a financial year, transaction leading to dilution of the rights of the Investor and amendment to the charter documents of our Company. d. The Company shall indemnify and hold the Investor harmless from all direct losses resulting from the breaches of warranty, material misrepresentation or failure to perform obligations, of the Company and the Promoters. However, the Parties have agreed that the aggregate monetary liability of the Company and the Promoters shall 256not exceed the subscription amount invested by the Investor. This liability will not apply to losses arising from gross negligence, fraud, wilful misconduct or misrepresentation by the Company and Promoters. e. To facilitate the Issue, the Parties have entered into the Amendment Agreement to the Shareholders Agreement, to which the Parties have agreed to a) waive the requirements of certain reserved matters from the Investor, b) the rights with respect to transfer of shares including the right of first offer, tag along right, restrictions on transfer of shares, c) exit and third party sale rights in relation to the Issue, d) waiver/consent in relation to the confidentiality obligations imposed by the Shareholders Agreement. f. The Amendment Agreement shall stand terminated by any Party upon earlier of the following: a) by the mutual written agreement of all the Parties; or b) with regard to any Party who is party to this Amendment Agreement, upon such Party, either directly or together with their respective affiliates, ceasing to hold any Equity Shares in the Company; or c) in the event the consummation of the initial public offer and listing of the Equity Shares on the stock exchanges is not completed on or prior to 12 months from the UDRHP Approval Date or such period as may be prescriber by SEBI, including for validity of the Issue Documents filed/to be filed; d) if the Company, in consultation with the book running lead managers, decide not to undertake the proposed IPO; or e) where the IPO is abandoned, withdrawn or is unsuccessful due to any reason. All provisions of Part B of the Articles of Association of our Company containing the special rights available to the shareholders of our Company shall automatically terminate and cease to have any force and effect on and from the date of commencement of listing of Equity Shares ,and the provisions of Part A of the Articles of Association shall continue to be in effect and be in force, without any further action by our Company or by the shareholder. The effective date on which this Shareholders’ Agreement and Share Subscription Agreement has come into force is August 13, 2024 and the Amendment and Waiver Agreement on January 15, 2026. The Shareholders’ Agreement, Amendment and Waiver Agreement and the Share Subscription Agreement have also been included in “Material Contracts and Documents for Inspection– Material Documents” on page 526. Other Material Agreements Except as disclosed below, our Company has not entered into any other material agreements, including with strategic partners, joint venture partners and/or financial partners, other than in the ordinary course of business of our Company. Takeover Agreement dated January 14, 2005 entered into by and between our Company and erstwhile M/s. Amir Chand Jagdish Kumar a proprietorship firm constituted by its proprietor Jagdish Kumar Suri, our Promoter (the “Proprietorship Firm”) (referred to as the “Takeover Agreement”) Pursuant to the Takeover Agreement, our Company acquired all the assets and liabilities of the erstwhile M/s. Amir Chand Jagdish Kumar, a proprietorship firm of Jagdish Kumar Suri, our Promoter on a going concern basis and allotted 4,825,000 fully paid-up Equity Shares of the Company having a face value of ₹ 10 each at a premium of ₹ 60 per Equity Share as sale consideration in lieu of the acquisition under the terms of the Takeover Agreement. The effective date on which this Takeover Agreement came into force was January 14, 2005. The Takeover Agreement has been included in “Material Contracts and Documents for Inspection–Material Documents” on page 526. Deed of Assignment dated June 2, 2025 (the “Deed”) amongst Jagdish Kumar Suri (the “Assignor”) and the Company (the “Assignee”) Pursuant to the Deed of Assignment dated June 2, 2025, the Assignor transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to the Assignee. The Assignor has irrevocably and unconditionally sold, transferred and/or assigned to the Assignee together with its associated goodwill such trademarks and copyrights for a total consideration of ₹0.20 million. The said consideration has been paid by our Company to the Assignor on June 6, 2025. This Deed has been included in “Material Contracts and Documents for Inspection – Material Documents” on page 526. Further risks related to intellectual properties, see “Risk Factors – The availability of counterfeit products and any inability to protect our intellectual property or any claims that we infringe on the intellectual property rights of others 257could have a material adverse effect on us. Any deterioration in the reputation and market perception of our brands, or if our sales and marketing efforts are ineffective, it could adversely affect our sales, profitability and the implementation of our growth strategy” on page 67. There are no other agreements/ arrangements and clauses / covenants in the agreements entered into by our Company or our Promoters, which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision or which are adverse or pre-judicial to the interest of the investors, other than the ones which have already disclosed in this Prospectus. Further, except as disclosed above, there are no other agreements, deed of assignments, acquisition agreements, shareholder agreements, inter-se agreements or agreements of like nature Agreements with Key Managerial Personnel, Senior Management or a Director or Promoter or any other employee of the Company There are no agreements entered into by a Key Managerial Personnel or Senior Management or Director or Promoter 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 guarantees given to third parties by the Promoters offering their shares in the offer for sale None of our Promoters are offering their shares for sale as on the date of this Prospectus. Holding Company As on the date of this Prospectus, our Company does not have a holding company. Joint ventures or associates of our Company As on the date of this Prospectus, our Company does not have any joint ventures or associate companies. Subsidiary of our Company As on the date of this Prospectus, our Company has one Wholly-owned Subsidiary namely ACJK Foods Private Limited, which is also our Material Subsidiary. ACJK Foods Private Limited (“ACJK Foods”) Corporate Information ACJK Foods Private Limited was incorporated as a private limited company on November 11, 2020 under the Companies Act, 2013 with Registrar of Companies, Delhi and Haryana at New Delhi. The registered office of ACJK Foods is located at 2735/9, Mohan Lal Palace, Naya Bazar, Delhi- 110 006, India and corporate office is located at khasra No 67/13, Revenue Estate, Alipur, North- West Delhi, Delhi-110 036, India. Its CIN is U15120DL2020PTC373123. Nature of business ACJK Foods is authorised under its memorandum of association and is engaged in various activities, including the import, distributing, manufacturing of a wide range of products such as rice, rice products, cereals, food stuffs, seeds and handles machinery for processing of rice and cereal. 258Capital Structure As on the date of this Prospectus, the authorized share capital of ACJK Foods is ₹10,000,000 divided into 1,000,000 equity shares of face value of ₹10 each. The issued, subscribed and paid-up equity share capital of ACJK Foods is ₹10,000,000 divided into 1,000,000 equity shares of face value of ₹10 each. Shareholding Pattern The following table sets for the shareholding pattern of ACJK Foods as on the date of this Prospectus: Name of Shareholder No. of equity share of face value Percentage of equity ₹10 each shareholding (%) Amir Chand Jagdish Kumar (Exports) 999,900 100.00 Limited Rahul Suri* 50 Negligible Jagdish Kumar Suri* 10 Negligible Ramnika Suri* 10 Negligible Jasmine Suri* 10 Negligible Siya Malhotra* 10 Negligible Nishi Saigal* 10 Negligible Total 1,000,000 100.00 *Nominee shareholder on behalf of Amir Chand Jagdish Kumar (Exports) Limited. Summary of financial results of our Subsidiary (₹ in million) Particulars Six months ended March 31, March 31, 2024 March 31, 2023 September 30, 2025 2025 Equity Share Capital 10 10 10.00 10.00 Reserves and surplus (excluding 468.59 350.09 145.31 56.06 revaluation reserves) Net worth 478.59 360.09 155.31 66.06 Revenue from operations 1352.44 2891.91 2,048.73 1,668.79 Profit/(loss) after tax 118.50 204.89 87.14 25.05 Earning per share (in ₹) (basic & 118.50 207.32 89.25 25.04 diluted) Total borrowings 0.00 0.00 0.00 0.00 To see financial statements of our Subsidiary for the last three Fiscals, please visit https://www.aeroplanerice.com/financial-information/. Accumulated profits or losses of our Subsidiary not accounted for by our Company. As on the date of this Prospectus, there are no accumulated profits or losses of our Subsidiary, not accounted for, by our Company. Common Pursuits Our wholly owned subsidiary, ACJK Foods is authorised by its constitutional documents to engage in a similar line of business as that of our Company, and accordingly there are certain common pursuits among ACJK Foods and our Company. Further, our Subsidiary, ACJK Foods is formed to undertake or operate in line with the business as that of our Company and as a result there may be common pursuits with respect to business aspects. However, there is no conflict of interest among our Subsidiary and our Company, as our Subsidiary is controlled by us. Our Company will adopt necessary procedures and practices as permitted by law and regulatory guidelines to address any conflict 259situations if and when they arise. For further details, please refer “Restated Consolidated Financial Information-Note 37 – Restated Related Party Transactions” on page 351 and for risks related to conflict of interest “Risk Factors–Our Subsidiary, Promoters, certain members of our Promoter Group and certain Directors of our Company are in business similar to ours and may enter into ventures that may lead to real or potential conflicts of interest with our business. Further, our Promoters and certain Directors have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits. Any real or potential conflicts of interest that may arise in this regard may materially adversely impact our business, financial condition, results of operations and cash flows.” on page 70. Business interest between our Company and our Subsidiary Other than as mentioned in this section, and in “Issue Document Summary - Summary of Related Party Transactions” and “Our Business” on pages 25 and 212, respectively, our Subsidiary has no business interests in our Company. Confirmations Our Subsidiary is not listed on any stock exchange in India or abroad. Further, our Subsidiary has not been refused listing by any stock exchange in India or abroad, nor has our Subsidiary failed to meet the listing requirements of any stock exchange in India or abroad, to the extent applicable. Our Subsidiary has not made any public or rights issue (including any rights issue to the public) in the three years preceding the date of this Prospectus. Any special rights, post listing shall be subject to approval of the Shareholders by way of a special resolution, in a general meeting of the Company held post listing of the Equity Shares. 260OUR MANAGEMENT Board of Directors The Articles of Association of our Company require that our Board shall comprise of not less than three Directors and not more than fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a special resolution in a general meeting. As on the date of this Prospectus, our Board comprises of six Directors, including two Executive Directors, one Non- Executive Non-Independent woman Director and three Independent Directors, including one independent woman director. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof. The following table sets forth details regarding our Board as of the date of this Prospectus: Sr. Name, designation, date of birth, address, occupation, Age (in Directorships in other No. nationality, period, term and DIN years) Companies 1. Jagdish Kumar Suri 76 Indian Companies: Designation: Chairman and Managing Director 1. ACJK Foods Private Limited Date of Birth: March 30, 1949 Foreign Companies: Address: House No. 659-A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 001, India Nil Occupation: Business Current Term: For a period of 5 years with effect from October 1, 2025 Period of Directorship: Director since incorporation DIN: 00012690 2. Rahul Suri 50 Indian Companies: Designation: Whole Time Director 1. ACJK Foods Private Limited Date of Birth: July 12, 1975 Foreign Companies: Address: House No. 659-A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 001, India Nil Occupation: Business Current Term: For a period of 5 years with effect from October 1, 2025. Period of Directorship: Director since incorporation DIN: 00012654 3. Ramnika Suri 75 Indian Companies: Designation: Non-Executive Non-Independent Director Nil 261Sr. Name, designation, date of birth, address, occupation, Age (in Directorships in other No. nationality, period, term and DIN years) Companies Date of Birth: July 27, 1950 Foreign Companies: Address: House No. 659-A, Sushant Lok-1, Block A, Nil Gurgaon, Haryana – 122001, India. Occupation: Business Current Term: Appointed with effect from July 24, 2025; Liable to retire by rotation. Period of Directorship: Director since incorporation and redesignated as Non-Executive Non-Independent Director since July 31, 2024 DIN: 00012622 4. Yogendra Kumar Singhal 70 Indian Companies: Designation: Independent Director 1. ACJK Foods Private Limited Date of Birth: April 29, 1955 Foreign Companies: Address: B-4/139, 2nd Floor, Safdarjung Enclave, Delhi – 110 029, India Nil Occupation: Professional Current Term: For a period of 5 years with effect from September 30, 2022 Period of Directorship: Director since June 10, 2022 DIN: 09636972 5. Gauri Shankar 70 Indian Companies: Designation: Independent Director 1. Shivalaya Construction Limited Date of Birth: March 25, 1956 2. Optiemus Infracom Limited Address: Flat No. 1101, 11th Floor, Tower – J, Amrapali 3. Trontek Electronics Sapphire, Phase -1, Sector 45, Noida, Uttar Pradesh – 201 301, Limited India. 4. PNC Infratech Limited 5. Universal Fingrowth Occupation: Professional Private Limited 6. IFCI Venture Capital Current Term: For a period of 2 years with effect from July Funds Limited 9, 2024. 7. Spaark Bresson WTE Private Limited Period of Directorship: Director since July 09, 2024 Foreign Companies: DIN: 06764026 Nil 6. Rajni 53 Indian Companies: 262Sr. Name, designation, date of birth, address, occupation, Age (in Directorships in other No. nationality, period, term and DIN years) Companies Designation: Independent Director 1. PAN India Corporation Limited Date of Birth: June 24, 1972 2. BITS Limited 3. Skyways Air Services Address: 3041, gali no. 12 A, Near Shiv Chowk, Ranjit Nagar, Limited Patel Nagar, Central Delhi, Delhi – 110 008, India. 4. Forin Container Line Private Limited Occupation: Professional 5. Rahat Continental Private Limited Current Term: For a period of 2 years with effect from August 6. Brace Port Logistics 27, 2024. Limited* 7. Skart Global Express Period of Directorship: Director since August 27, 2024 Private Limited 8. Odyssey Logistics DIN: 10650061 Private Limited * Appointed as additional independent director Foreign Companies: Nil Brief profiles of our Directors Jagdish Kumar Suri is the Chairman, Managing Director and one of the Promoters of our Company. He has been associated with our Company since its inception. He completed his higher secondary examination from the Punjab University in the year 1964. Prior to incorporating our Company in 2003, he carried on the business of basmati rice through his sole proprietorship, erstwhile M/s. Amir Chand Jagdish Kumar, since the year 1982, which was subsequently acquired by our Company pursuant to the Takeover Agreement dated January 14, 2005. He has more than four decades of experience in the rice industry. His proprietorship was awarded with a certificate of merit for outstanding performance in exports in the rice industry during the year 1998-99 under ‘National Export Award’ by the Government of India. He is responsible for overseeing our procurement, domestic sales, strategic operations, finance and also responsible for overseeing the strategic growth initiatives and expansion plans of our Company. Rahul Suri is the Whole Time Director and one of the Promoters of our Company. He has been associated with our Company since its inception. He completed his secondary school examination from the Central Board of Secondary Education. Prior to incorporating the Company in 2003, he carried on the business of basmati rice through his sole proprietorship, erstwhile A.C.J.K, since the year 1993. He has more than 30 years of experience in the rice industry. He is responsible for overseeing the production, export sales, quality control, marketing and other day to day operations of our Company. Ramnika Suri is the Non-Executive Non-Independent Director and one of the Promoters of our Company. She has been associated with our Company since its inception. She holds a Master of Arts degree from the Punjab University. She has over 22 years of experience in the rice industry. She is responsible for marketing and administrative functions of our Company. Yogendra Kumar Singhal is an Independent Director of our Company. He holds a Bachelor of Arts degree from the University of Delhi and has completed middle management course from the Indian Institute Management, Ahmedabad. He is a retired professional and has over 40 years of experience in securities markets, primarily in the field of registrar and transfer agent services. He has been associated with various companies, including Bigshare Services Private Limited where he served as vice president, Alankit Assignments Limited as senior vice president and MAS Services Private Limited as an assistant manager. 263Gauri Shankar is an Independent Director of our Company. He holds a Bachelor of Commerce Degree and Bachelor of Science Degree from the University of Delhi. He has cleared Part I of the Associate Examination of the Indian Institute of Bankers. He is a retired banker and has 39 years of experience in the banking and finance sector. He was associated with the Punjab National Bank and served as a chief executive officer and managing director on the board of Punjab National Bank, as a non-executive chairman on PNB International Limited and as a director in PNB Gilts Limited, PNB Housing Finance Limited and JSC SB PNB Kazakhstan. He also served as a general manager at Bank of India. Rajni is an Independent Director of our Company. She holds a Bachelor of Commerce Degree from the University of Delhi. She is a Company Secretary and member of the Institute of Company Secretaries of India. She has 12 years of experience in the field of secretarial compliances including one year with a listed company. Previously, she was associated as a consultant for company law and RBI matters, with V.V Kale & Company, Chartered Accountants. She has also worked in her capacity as a company secretary in companies, namely, PAN India Corporation, Radiant Innovative Manufacturing Limited, Super Plastronics Private Limited, Delhi Sports & Entertainment Private Limited and Delhi Soccer Private Limited. Arrangement or understanding with major shareholders, customers, suppliers or others None of our Directors have been appointed by our Board pursuant to any arrangement or understanding with major Shareholders, customers, suppliers or others. Service Contracts with Directors None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of their employment. Details of directorships in companies suspended or delisted None of our Directors is or was a director of any listed company during the last five years immediately preceding the date of this Prospectus shares have been or were suspended from being traded on the stock exchanges during their tenure as a director in such companies. None of our Directors is or was a director of any listed companies which has been or was delisted from any stock exchange, during their tenure as a director in such companies. Confirmations None of our Directors have given any guarantees to any third party, with respect to the Equity Shares, as on the date of this Prospectus. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which they are interested by any person either to induce them to become or to help them qualify as a Director, or otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the promotion or formation of our Company. None of our Directors have been identified as a Wilful Defaulter or a Fraudulent Borrower as defined under the SEBI ICDR Regulations. None of 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 in the capacity of a promoter or director, are 264or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India. None of our Directors are or have been on the board of directors of any company that was or has been directed by any Registrar of Companies to be struck off from the rolls of such Registrar of Companies under Section 248 of the Companies Act. However, the following Directors appear in the list of Directors of companies which had applied for voluntary strike off, namely, Suri J K Exports Private Limited which was struck off on March 25, 2011 and Genie E- Commerce Private Limited which was struck off on September 1, 2016: Name of Director Name of struck off Company as per RoC Position held in struck off Company. Jagdish Kumar Suri Genie E-Commerce Private Limited Director Suri J K Exports Private Limited Director Rahul Suri Genie E-Commerce Private Limited Director Suri J K Exports Private Limited Director There is no conflict of interest between our Directors and the suppliers of raw materials and third-party service providers, which are crucial for the operations of our Company. There is no conflict of interest between our Directors and lessors of the immovable properties, which are crucial for the operations of our Company. Relationship between our Directors and Key Managerial Personnel or Senior Management Except as disclosed below, none of the Directors are related to each other, or to any of the Key Managerial Personnel or Senior Management: Sr. Names Designation Relationship No. 1. Jagdish Kumar Suri Chairman & Spouse of Ramnika Suri and Father of Rahul Suri Managing Director 2. Ramnika Suri Non-Executive Non- Spouse of Jagdish Kumar Suri and Mother of Rahul Independent Director Suri 3. Rahul Suri Whole Time Director Son of Jagdish Kumar Suri and Ramnika Suri Terms of appointment of the Executive Directors of our Company: Executive Directors 1. Jagdish Kumar Suri – Chairman and Managing Director Jagdish Kumar Suri was appointed as the Chairman and Managing Director of our Company since incorporation. He was re-appointed as the Managing Director of our Company for a period of five years with effect from October 1, 2025, to September 30, 2030, pursuant to resolution passed by the Board in their meeting held on September 5, 2025, and approved by the Shareholders at their meeting held on September 30, 2025. Jagdish Kumar Suri is entitled to the following remuneration and other employment benefits, as approved by our Board and Shareholders, and pursuant to an employment agreement dated August 6, 2024 read with addendum to the employment agreement dated October 1, 2025: Annual Remuneration ₹12.00 million per annum Overall Remuneration The aggregate of salary, perquisites and allowances in any one financial year shall not exceed the limits prescribed under Section 197, 198 and other applicable provisions and Schedule V of the Companies Act, 2013. 265Minimum Remuneration In the event of loss or inadequacy of profits in any financial year during the tenure of 5 years from the date of his appointment as Managing Director, the total remuneration payable shall not exceed the limits as provided under sections 197 and 198 read with Schedule V of the Companies Act, 2013. Perquisites • Use of Company car for official purposes and telephone at residence and cell phones (including payment for local calls and long-distance official calls). • Social Security and other statutory benefits as per applicable law and Company Policy. • Encashment of unavailed leave as per the Rules of the Company at the time of retirement/cessation of service. • Costs and expenses incurred by the Company in connection with transfer from one location to another as per the Rules of the Company. 2. Rahul Suri – Whole Time Director Rahul Suri was appointed as the Whole Time Director of our Company with effect from August 29, 2003. He was re- appointed as the Whole Time Director of our Company for a period of five years with effect from October 1, 2025 to September 30, 2030, pursuant to resolution passed by the Board in their meeting held on September 5, 2025, and approved by the Shareholders at their meeting held on September 30, 2025. Rahul Suri is entitled to the following remuneration and other employment benefits, as approved by our Board and Shareholders: Annual Remuneration ₹6.00 million per annum Overall Remuneration The aggregate of salary, perquisites and allowances in any one financial year shall not exceed the limits prescribed under Section 197, 198 and other applicable provisions and Schedule V of the Companies Act, 2013. Minimum Remuneration In the event of loss or inadequacy of profits in any financial year during the tenure of 5 years from the date of his appointment as Managing Director, the total remuneration payable shall not exceed the limits as provided under sections 197 and 198 read with Schedule V of the Companies Act, 2013. Perquisites • Free use of Company’s car and fuel expenses for use on the Company’s business as well as for own use in line with the position of Whole Time Director • Social security and other statutory benefits as per applicable laws and the Company’s policy. Sitting fees of Independent Directors Pursuant to the resolution passed at the meeting of the Board held on September 26, 2016, each Independent Director of our Company is entitled to receive sitting fee of ₹20,000 for attending each meeting of our Board and ₹10,000 for attending each committee meeting. 266Remuneration to the Executive Directors of our Company Details of the remuneration paid to the Executive Directors of our Company for Fiscal 2025 are as follows: (₹ in million) Sr. Name of Executive Directors Designation Remuneration No 1. Jagdish Kumar Suri Chairman & Managing Director 12.03 2. Rahul Suri Whole Time Director 6.03 Remuneration to the Non-Executive Director of our Company Details of the remuneration and sitting fees paid to the Non-Executive Non-Independent Director of our Company for the Fiscal 2025 are as follows: (₹ in million) Sr. No Name of Non-Executive Director Remuneration 1. Ramnika Suri 1.71 Remuneration to the Independent Directors of our Company Details of the remuneration/ sitting fees paid to the Independent Directors of our Company for the Fiscal 2025 are as follows: (₹ in million) Sr. No Name of Independent Director Remuneration 1. Yogendra Kumar Singhal 0.20 2. Gauri Shankar 0.17 3. Rajni 0.09 Renumeration paid or payable to our Directors by our Subsidiary Our Company has one wholly-owned subsidiary, ACJK Foods Private Limited. Jagdish Kumar Suri, Rahul Suri and Yogendra Kumar Singhal are directors of our subsidiary. Details of the remuneration/ sitting fees paid to the Directors of our Company by our Subsidiary for the Fiscal 2025 are as follows: (₹ in million) Sr. No Name of Director Remuneration 1. Jagdish Kumar Suri 2.40 2. Rahul Suri 1.80 3. Yogendra Kumar Singhal 0.02 Contingent or deferred compensation payable to Directors There is no contingent or deferred compensation payable to our Directors for Fiscal 2025, which does not form part of their remuneration during Fiscal 2025. Bonus or profit-sharing plan of the Directors Our Company does not have any bonus or profit-sharing plan for our Directors. Shareholding of Directors in our Company Our Articles of Association do not require our Directors to hold any qualification shares. Except as disclosed below, none of our Directors hold any Equity Shares in our Company as on the date of this Prospectus: 267Name of Director Designation Number of Equity Percentage of holding Shares held (%) Jagdish Kumar Suri Chairman and Managing 74,101,350 89.50 Director Rahul Suri Whole Time Director 6,878,850 8.31 Ramnika Suri Non-Executive Non- 300,000 0.36 Independent Director Total 81,280,200 98.17 Shareholding of Directors in our Subsidiary Name of Director Designation Number of Equity Percentage of holding Shares held (%) Jagdish Kumar Suri* Chairman and Managing Director 10 Negligible Rahul Suri* Whole Time Director 50 Negligible Ramnika Suri* Non-Executive Non-Independent 10 Negligible Director *Nominee shareholders on behalf of Amir Chand Jagdish Kumar (Exports) Limited. Interest of our Directors Our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of our Board or a committee thereof, to the extent of other remuneration and reimbursement of expenses, if any, payable to them by our Company under our Articles of Association and their respective appointment letters, and to the extent of remuneration paid to them for the services rendered as an officer or employee of our Company. For further details, see “Our Management - Terms of appointment of the Executive Directors of our Company” on page 265. Our Executive Directors, Jagdish Kumar Suri and Rahul Suri, and our Non-Executive Non-Independent Director Ramnika Suri are interested to the extent of Equity Shares together with dividends and other distributions in respect of such equity shares held by them in our Company. For details, see “Our Management- Shareholding of Directors in our Company” on page 267. Our Directors may also be interested to the extent of Equity Shares and to the extent of any dividend, bonuses or other distribution payable to them, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or held by their relatives 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, pursuant to the Issue. Our Chairman & Managing Director, Jagdish Kumar Suri, our Whole Time Director, Rahul Suri and our Non- Executive Non-Independent Director, Ramnika Suri use the guest house of the Company, located at House No. 659- A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 001, India, to carry out their duties. Except as aforementioned and stated in “Restated Consolidated Financial Information - Note 37 – Restated Related Party Transactions” on page 351, no amount or benefit has been paid or given within the two years preceding the date of this Prospectus or is intended to be paid or given to any of our Directors. Our Executive Directors, Jagdish Kumar Suri and Rahul Suri, our Independent Director, Yogendra Kumar Singhal and our Non-Executive Non-Independent Director, Ramnika Suri may also be deemed to be interested to the extent of directorships and/ or equity shares held by them in our Subsidiary. Further, except for our Subsidiary which has certain common pursuits with the Company and in which our Executive Directors, Jagdish Kumar Suri and Rahul Suri, our Independent Director, Yogendra Kumar Singhal and our Non- Executive Non-Independent Director, Ramnika Suri, holds shareholding (in capacity of nominee shareholders) and/ or directorships, our Directors do not have any interest in any venture that is involved in any activities similar to those of our Company. However, these businesses do not compete with our Company, and accordingly there is no conflict of interest. For risks relating to the same, please refer to “Risk Factors- Our Subsidiary, Promoters, certain members 268of our Promoter Group and certain Directors of our Company are in business similar to ours and may enter into ventures that may lead to real or potential conflicts of interest with our business. Further, our Promoters and certain Directors have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits. Any real or potential conflicts of interest that may arise in this regard may materially adversely impact our business, financial condition, results of operations and cash flows.” on page 70. Our Chairman & Managing Director, Jagdish Kumar Suri, our Whole Time Director, Rahul Suri and our Non- Executive Non-Independent Director, Ramnika Suri, also our Promoters, have extended personal guarantees for certain loan facilities availed by the Company. Additionally, our Promoter, Chairman and Managing Director has also mortgaged factory land and building of Unit II owned by him. Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Information – Note 37 – Restated Related Party Transactions” on page 351, our Directors do not have any other interests in the business of our Company. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which any of our Directors are interested as members, by any person, either to induce him to become, or to qualify him as, as a Director, or otherwise for services rendered by our Directors or by the firm or company in which they are interested as members, in connection with the promotion or formation of our Company. Pursuant to the Takeover Agreement, our Company acquired all the assets and liabilities of the erstwhile M/s. Amir Chand Jagdish Kumar, a proprietorship firm of Jagdish Kumar Suri, our Promoter, Chairman & Managing Director, on a going concern basis and allotted 4,825,000 fully paid-up Equity Shares of the Company having a face value of ₹ 10 each at a premium of ₹60 per Equity Share as sale consideration in lieu of the acquisition under the terms of the Takeover Agreement. The effective date on which this Takeover Agreement came into force was January 14, 2005. For further details, see “History and Certain Corporate Matters - Other Material Agreements” on page 257. Interest in promotion or formation of our Company Except our Executive Directors, Jagdish Kumar Suri and Rahul Suri and our Non-Executive Non-Independent Director, Ramnika Suri, who are also the Promoters of our Company, none of our Directors have any interest in the promotion or formation of our Company. Interest in acquisition of land, construction of building and supply of machinery of our Company Our Directors have no interest, whether direct or indirect, in any land or property acquired by our Company within the preceding three years from the date of this Prospectus or proposed to be acquired by it, or in any transaction by our Company with respect to the construction of building or supply of machinery, etc. Except as stated below, none of our Directors have any direct or indirect interest in the properties that our Company has taken on lease or leased: Land at which our Unit II is located has been leased to our Company (“Lessee”) by our Promoter, Chairman & Managing Director, Jagdish Kumar Suri (“Lessor”) pursuant to lease agreement dated September 13, 2010. Our Registered Office has been leased out to us by our Whole Time Director and Promoter, Rahul Suri pursuant to Lease Agreement dated September 30, 2024, entered between Rahul Suri (“Lessor”) and our Company (“Lessee”). For further details, please refer “Our Business – Properties” on page 236. Interest in Intellectual Property Certain intellectual properties were registered in the name of our Promoter, Chairman and Managing Director, Jagdish Kumar Suri. Pursuant to the Deed of Assignment dated June 2, 2025, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. Subsequently, 269none of Directors are interested in any of the intellectual property rights that are used by our Company. For further details in relation to the Deed of Assignment, please refer “History and Certain Corporate Matters - Other Material Agreements” on page 257. Loans to Directors None of our Directors have availed loans from our Company. Changes in the Board in the last three years The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth below: Name Date of Change Reason for change Gauri Shankar July 9, 2024 Appointed as an Additional Independent Director Bhupinder Nayyar July 22, 2024 Resignation as director due to professional reasons Ramnika Suri July 31, 2024 Change in designation to Non-Executive Non- Independent Director from Whole Time Director. Gauri Shankar July 31, 2024 Regularized appointment as an Independent Director. Yashpal Sachdev August 31, 2024 Resignation as director on account of pre-occupation. Rajni August 27, 2024 Appointed as an Additional Independent Director Rajni August 28, 2024 Appointed as an Independent Director. Ramnika Suri July 24, 2025 Reappointed as Non-Executive Non-Independent Director Jagdish Kumar Suri October 1, 2025 Reappointed as Managing Director Rahul Suri October 1, 2025 Reappointed as Whole-time Director Borrowing powers of our Board In accordance with our Articles of Association and applicable provisions of the Companies Act, 2013, and pursuant to the board resolution dated July 9, 2024 and special resolution passed by our Shareholders dated July 31, 2024, our Board has been authorised to borrow as and when required from any bank and/or other financial institutions and/or foreign lender and/or anybody corporate/entity/ entities and/or authority/authorities either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board notwithstanding that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the paid up capital, free reserves and securities premium of our Company, provided that the total amount borrowed shall not exceed the limit of ₹20,000 million. Corporate Governance The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to us immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, the Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution of the Board and committees thereof and formulation and adoption of policies, as applicable. The corporate governance framework is based on an effective independent Board and constitution of the Board committees, as required under law. Our Board has been constituted in compliance with the Companies Act, the SEBI Listing Regulations and in accordance with best practices in corporate governance. The Board of Directors function either as a full board, or through various committees constituted to oversee specific operational areas. As on the date of this Prospectus, our Board comprises of two Executive Directors, one Non-Executive Director and three Independent Directors, of which two are woman Director. The present composition of our Board and its committees is in accordance with the corporate governance requirements provided under the Companies Act and the 270SEBI Listing Regulations. In compliance with Section 152 of the Companies Act, not less than two thirds of the Directors (excluding Independent Directors) are liable to retire by rotation. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing Regulations and the Companies Act. Committees of our Board Our Board has been constituted in compliance with the Companies Act, the SEBI Listing Regulations. The Board of Directors function either as a full board, or through various committees constituted to oversee specific operational areas. In addition to the Committees described below, our Board of Directors may, from time to time, constitute Committees for various functions. In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following committees of the Board of directors: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Risk Management Committee (d) Stakeholders’ Relationship Committee (e) Corporate Social Responsibility Committee For the purpose of this Issue, our Board has also constituted an IPO Committee. Audit Committee The Audit Committee was constituted pursuant to board resolution dated January 28, 2017 and thereafter was re- constituted by a resolution passed by our Board at their meeting held on August 27, 2024. The current constitution of the Audit Committee is as follows: Name of the Director Position in the Committee Designation Gauri Shankar Chairperson Independent Director Rajni Member Independent Director Rahul Suri Member Whole Time Director The Company Secretary and Compliance Officer of the Company will act as the Secretary of the Committee. The constitution, scope and function of the Audit Committee are in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The terms of reference of the Audit Committee include: A. Powers of Audit Committee The Audit Committee shall have powers, including the following: a) To investigate any activity within its terms of reference; b) To seek information from any employee of our Company; c) To obtain outside legal and other professional advice; d) To secure attendance of outsiders with relevant expertise, if it considers necessary; e) To approve the disclosure if the Key Performance Indicators to be disclosed in the documents in relation to the initial public offering of the equity shares of the Company. B. Role of Audit Committee The role of Audit Committee shall include the following: 2711) oversee of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible; 2) recommendation of appointment, re-appointment, replacement remuneration and terms of appointment of auditors of our Company; 3) approve payment to statutory auditors for any other services rendered by them 4) review, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to: a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause I of sub-section (3) of Section 134 of the Companies Act. b. changes, if any, in accounting policies and practices and reasons for the same. c. major accounting entries involving estimates based on the exercise of judgment by 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) review, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval. 6) review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds 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 and performance, and effectiveness of audit process. 8) Formulating a policy on related party transactions, which shall include materiality of related party transactions and the definition of material modifications of related party transactions. 9) subject to and conditional upon approval of our Board, approval of related party transactions or subsequent modifications thereto and omnibus approval for related party transactions proposed to be entered into by our Company, subject to conditions as may be prescribed. Provided that only those members of the Committee, who are Independent Directors, shall approve related party transactions Explanation: The term “related party transactions” shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act. 10) approval of related party transactions to which the subsidiary(ies) of the Company is a party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the Company, subject to such other conditions prescribed under the SEBI Listing Regulations; 11) shall review the following information for approval of a proposed Related Party Transactions: a. type, material terms and particulars along with name of related party involved, its relationship with the Company or its Subsidiary including nature of its concern or interest. 272b. tenure and value of proposed transaction, along with its percentage representation of the Company’s annual consolidated turnover from the previous financial year including additional calculations for any subsidiaries involved. c. loans, inter-corporate deposits, advances, or investments related to the proposed transaction, including the source of funds, nature and cost of any incurred financial indebtedness, and the tenure of such indebtedness. d. applicable terms related to the proposed transaction; justification as to why transaction is in interest of Company and details of utilisation of funds by the ultimate beneficiary. e. the status of long-term (more than one year) or recurring RPTs on an annual basis. Further, an RPT for which the audit committee has granted omnibus approval shall continue to be placed before the shareholders if it is material in terms of regulation 23(1) of the LODR Regulations. 12) scrutinize inter-corporate loans and investments; 13) valuation of undertakings or assets of the Company, wherever it is necessary; 14) evaluation of internal financial controls and risk management systems; 15) review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 16) review 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; 17) discussion with internal auditors of any significant findings and follow up there on; 18) review 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; 19) 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; 20) 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; 21) to review the functioning of the whistle blower mechanism; 22) monitoring the end use of funds through public offers and related matters; 23) oversee the vigil mechanism established by our Company, with the chairman of Audit Committee directly hear grievances of victimization of employees and directors, who use vigil mechanism to report genuine concerns in appropriate and exceptional cases; 24) approve the appointment of chief financial officer (i.e the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision and 25) consider and comment on rationale, cost-benefit and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; 26) approving the key performance indicators for disclosure in the Issue documents; 27327) carrying out any other function as is mentioned in the terms of reference of the audit committee and any other terms of references as may be decided by the board of directors of our company or specified/provided under the Companies Act or by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or by any other regulatory authority. 28) to formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time. 29) oversee the procedures and processes established to attend to issues relating to the maintenance of books of accounts, administrations procedures, transactions and other matters having a bearing on the financial position of our company, whether raised by the auditors or by any other person. 30) Act as a compliance committee to discuss the level of compliance in our Company and any associated risks and to monitor and report to the Board on any significant compliance breaches. Audit Committee shall mandatorily review the following information: i) management discussion and analysis of financial condition and results of operations. ii) management letters / letters of internal control weaknesses issued by the statutory auditors. iii) internal audit reports relating to internal control weaknesses; iv) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. v) statement of deviations in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b. 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 pursuant to board resolution dated January 28, 2017 and was subsequently re-constituted by a resolution of our Board dated August 17, 2024. The current constitution of the Nomination and Remuneration Committee is as follows: Name of the Director Position in the Committee Designation Yogendra Kumar Singhal Chairperson Independent Director Gauri Shankar Member Independent Director Ramnika Suri Member Non-Executive Non-Independent Director The Company Secretary of our Company shall act as secretary to the Nomination and Remuneration Committee. The constitution, scope and function of the Nomination and Remuneration Committee are in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The terms of reference of the Nomination and Remuneration Committee include: 1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees. 2) for appointment of an independent directors, evaluation of the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, preparation of a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: 274a. 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 and carrying out evaluation of every director’s performance (including independent director) 6) Reviewing and recommending to the Board, manpower plan/ budget and sanction of new senior management positions from time to time in the future; 7) 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; 8) recommend to the board, all remuneration, in whatever form, payable to senior management. 9) the Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that: a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of our Company and its goals. 10) perform such functions as required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, including the following: a. administering the employee stock option plans of our Company, as may be required; b. determining the eligibility of employees to participate under the employee stock option plans of our Company; c. granting options to eligible employees and determining the date of grant; d. determining the number of options to be granted to an employee; e. making allotment pursuant to the employee stock option plans; f. determining the exercise price under the employee stock option plans of our Company; and g. construing and interpreting the employee stock option plans of our Company and any agreements defining the rights and obligations of our Company and eligible employees under the employee stock option plans of our Company, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the employee stock option plans of our Company. 11) frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003,. 12) performing such other activities as may be delegated by the Board or specified or provided under the Companies Act or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the rules and regulations made thereunder or other applicable law, including any amendments thereto as may be made from time to time. 27513) Carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any statutory notification, amendment or modification, as may be applicable; 14) Performing such other functions as may be necessary or appropriate for the performance of its duties; 15) Periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes; 16) Authorization to obtain advice, reports or opinions from internal or external counsel and expert advisors; 17) Ensuring proper induction program for new directors, key managerial personnel and senior management and reviewing its effectiveness along-with ensuring that on appointment, they receive a formal letter of appointment in accordance with guidelines provided under the Companies Act; 18) Developing a succession plan for our Board and senior management and regularly reviewing the plan; 19) Ensuring that it proactively maintains a balance between fixed and incentive pay reflecting short and long term Risk Management Committee The Risk Management Committee was constituted by a resolution of our Board dated August 17, 2024. The current constitution of the Risk Management Committee is as follows: Name of Director Position in the Committee Designation Rahul Suri Chairperson Whole Time Director Gauri Shankar Member Independent Director Jagdish Kumar Suri Member Chairman & Managing Director The scope and functions of the Risk Management Committee are in accordance with Regulation 21 of the SEBI Listing Regulations and its terms of reference include the following: 1) to review and assess the risk management system and policy of the Company from time to time and recommend for amendment or modification thereof; 2) to implement and monitor policies and/or processes for ensuring cyber security; 3) to frame, devise and monitor detailed risk management plan and policy of the Company which shall include: a. a framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly ESG related risks), information, cyber security risks, or any other risk as may be determined by the Committee. b. measures for risk mitigation including systems and processes for internal control of identified risks. c. Business Continuity Plan 4) to review and recommend potential risk involved in any new business plans and processes; 5) to review the Company’s risk-reward performance to align with the Company’s overall policy objectives; 6) monitor and review regular updates on business continuity; 7) to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. 8) advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy; 2769) performing such other activities as may be delegated by the Board or specified/ provided under the Companies Act, or by the Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority. 10) to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the company; 11) to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 12) to periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; 13) to keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken; 14) to review the appointment, removal, and terms of remuneration of the Chief Risk Officer (if any). 15) coordination of activities with other committee, in instances where there is any overlap with the activities of such committees as per the framework laid down by the Board of Directors. Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated August 27, 2024. The current constitution of the Stakeholders’ Relationship Committee is as follows: Name of Director Position in the Committee Designation Ramnika Suri Chairperson Non-Executive Non-Independent Director Rajni Member Independent Director Rahul Suri Member Whole Time Director The Company Secretary of the Company shall act as the secretary of the committee. The constitution, scope and function of the Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders’ Relationship Committee include the following: 1) consider and look into various aspects of interest of shareholders, debenture holders and other security holders; 2) consider and resolve the grievances of security holders of the Company including compliance related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividend, issue of new/duplicate certificates, general meetings etc; 3) formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; 4) giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities; 5) issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; 6) monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures; 2777) reference to statutory and regulatory authorities regarding investor grievances; 8) reviewing the measures taken for effective exercise of voting rights by the shareholders, 9) reviewing adherence to the service standards adopted by the Company with respect to all the services rendered by the Registrar and Share Transfer Agent; 10) to dematerialize or rematerialize the issued shares; 11) reviewing the measures and initiatives taken by the Company to reduce the quantum of unclaimed dividends; 12) ensuring timely receipt of dividend warrants/Annual Reports/Statutory Notices by the Shareholders of the Company; and 13) carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. Corporate Social Responsibility Committee The Corporate Social Responsibility committee was constituted pursuant to Board resolution dated January 28, 2017 and thereafter reconstituted by a resolution of our Board dated June 10, 2022. The current constitution of the Corporate Social Responsibility Committee is as follows: Name of Director Position in the Committee Designation Rahul Suri Chairperson Whole Time Director Ramnika Suri Member Non-Executive Non-Independent Director Yogendra Kumar Singhal Member Independent Director The terms of reference of the Corporate Social Responsibility Committee include the following: 1) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board. 2) To identify corporate social responsibility policy partners and corporate social responsibility policy programs; 3) To formulate and recommend to the Board, an annual action plan in pursuance to the Corporate Social Responsibility Policy, which shall include the following, namely a. The list of Corporate Social Responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in the schedule VII of the Companies Act; b. The manner of execution of such projects or programmes as specified in Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014; c. The modalities of utilization of funds and implementation schedules for the projects or programmes; d. Monitoring and reporting mechanism for the projects or programmes; and e. Details of need and impact assessment, if any, for the projects undertaken by the company. Provided that the Board may alter such plan at any time during the financial year, as per the recommendations of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect. 4) To recommend the amount of expenditure to be incurred for the Corporate Social Responsibility activities and the distribution of the same to various Corporate Social Responsibility programs undertaken by the Company; 5) To delegate responsibilities to the Corporate Social Responsibility team and supervise proper execution of all delegated responsibilities; 2786) To review and monitor the implementation of Corporate Social Responsibility programs and issuing necessary directions as required for proper implementation and timely completion of Corporate Social Responsibility programs and; 7) To perform such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promoter the Corporate Social Responsibility activities of the Company and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of section 135 of the Companies Act. IPO Committee The IPO Committee was constituted by a meeting of our Board held on December 28, 2024. The members of the IPO Committee are: Name of Director Position in the Committee Designation Jagdish Kumar Suri Chairman Chairman & Managing Director Rahul Suri Member Whole Time Director Ramnika Suri Member Non-Executive Non-Independent Director The IPO Committee is authorized on behalf of the Board, in relation to the Issue, to undertake the following acts: 1) To make applications, seek clarifications, obtain approvals and seek exemptions from, where necessary, the RBI, SEBI, the relevant registrar of companies and nay other governmental or statutory authorities as may be required in connection with the Issue and accept on behalf of the Board such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required and wherever necessary, incorporate such modifications / amendments as may be required in the draft and red herring prospectus, the red herring prospectus and the prospectus; 2) To appoint one or more Merchant Bankers as Book Running Lead Manager, in relation to the Initial Public Offer, on such terms and conditions as may be mutually agreed upon 3) To appoint any agency(ies) or person(s) or intermediary(ies), including but not limited to any Legal Counsel(s), if required, and to negotiate and finalize the terms of their appointment and execute such agreements as may be necessary, may be required in connection with the Issue, on such terms and conditions as may be mutually agreed upon. 4) To accept and appropriate the proceeds of the Issue in accordance with the applicable laws 5) To decide in consultation with the BRLMs the actual size of the Issue and taking on record the number of equity shares and/or reservations on a competitive basis, and/or any rounding off in the event of any oversubscription and/or any discount to be offered to retail individual bidders or eligible employees participating in the Issue and all the terms and conditions of the Issue, including without limitation timing, opening and closing dates of the Issue, price band, allocation/allotment to eligible persons pursuant to the Issue, including any anchor investors, and to accept any amendments, modifications, variations or alterations thereto 6) To approve and file the DRHP with SEBI, the RHP and Prospectus with the RoC and thereafter with SEBI and the Stock Exchanges and the preliminary and final international wrap (including amending, varying, supplementing or modifying the same, or providing any notices, addenda, or corrigenda thereto, together with any summaries thereof as may be considered desirable or expedient) in relation to the Issue as finalised by the Company, therein; 7) To submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the relevant stock exchanges where the Equity Shares are to be listed 8) To decide in consultation with the book running lead managers (“BRLMs”) on the timing, pricing and all the terms and conditions of the Issue, including the price band, Issue price, Issue size, reservation, discount, and to accept any amendments, modifications, variations or alterations thereto; 2799) To appoint and enter into agreements with the BRLMs, and in consultation with the BRLMs enter into agreements with underwriters to the Issue, syndicate members to the Issue, brokers to the Issue, escrow collection bankers to the Issue, sponsor banks to the Issue, registrars, legal advisors, advertising agency and any other agencies or persons or intermediaries to the Issue and to negotiate and finalise the terms of their appointment, including but not limited to execution of the mandate letters and termination clauses or arrangements with such intermediaries; 10) To take on record the approval of the selling shareholder(s) for offering their Equity Shares in the offer for sale; 11) To authorize the maintenance of a register of holders of the Equity Shares; 12) To negotiate, finalise, sign, execute, deliver and settle and to execute where applicable and deliver or arrange the delivery of the DRHP, RHP, the Prospectus, the abridged prospectus, the preliminary international wrap and final international wraps, Issue agreement, share escrow agreement, syndicate agreement, underwriting agreement, cash escrow and sponsor bank agreement, agreements with the registrar and the advertising agency, bid-cum- application forms, confirmation of allotment notes, and all other documents, deeds, agreements and instruments and any notices, supplements and corrigenda thereto (including any amendments, changes, variations, alterations or modifications thereto or termination thereof), and relevant documents with the investors regarding Pre-IPO, if any, as may be required or desirable in relation to the Issue; 13) To open with the bankers to the Issue such accounts as may be required by the regulations issued by SEBI 14) To open with the Registrar to the Issue / brokers / depository participants, such demat escrow account(s) as may be required for deposit of offer for sale shares and for transfer of such offer for sale shares to applicants; 15) To seek, if required, the consent of the lenders to the Company and its subsidiaries (if any), parties with whom the Company has entered into various commercial and other agreements, and any other consents that may be required in relation to the Issue; 16) To open and operate bank accounts in terms of the cash escrow and sponsor bank agreement with a scheduled bank to receive applications along with application monies, handling refunds and for the purposes set out in Section 40(3) of the Companies Act, 2013,as amended, in respect of the Issue, and to authorise one or more officers of the Company to execute all documents/deeds as may be necessary in this regard 17) To approve any corporate governance requirements that may be considered necessary or as may be required under the applicable laws or the uniform listing agreement to be entered into by the Company with the relevant stock exchanges; 18) To authorize and approve, the incurring of expenditure and payment of fees, commission, remuneration and expenses in connection with the Issue. 19) To finalise and approve strategies of the Company and the Objects of Issue for disclosure of the same in the Issue Documents 20) To determine and finalise the bid opening and bid closing dates (including bid opening and bid closing dates for anchor investors), the floor price/price band for the Issue (including anchor investor Issue price), reservation, discount, approve the basis of allotment and confirm allocation/allotment of the Equity Shares to various categories of persons as disclosed in the DRHP, the RHP and the Prospectus, in consultation with the BRLM and do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Issue including any alteration, addition or making any variation in relation to the Issue. 21) To finalise and issue allotment letters/confirmation of allotment notes with power to authorise one or more officers of the Company to sign all or any of the aforestated documents 22) To authorize and approve notices, advertisements in relation to the Issue in consultation with the relevant intermediaries appointed for the Issue 28023) To do all such acts, deeds, matters and things and execute all such other documents, etc., deem necessary or desirable for such purpose, including without limitation, finalise the basis of allocation and to allot the shares to the successful allottees as permissible in law, issue of share certificates in accordance with the relevant rules; 24) To withdraw the DRHP, RHP and the Issue at any stage, in accordance with applicable laws and in consultation with the BRLM, if deemed necessary 25) To make applications (both in-principle and final applications) for listing of the Equity Shares in one or more stock exchange(s) and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchange(s); 26) To settle all questions, difficulties or doubts that may arise in regard to such issues or allotment and matters incidental thereto as it may deem fit and to delegate such of its powers as may be deemed necessary to the officials of the Company 27) To authorize and empower officers of the Company (each, an “Authorized Officer”), for and on behalf of the Company, to execute and deliver, on a several basis, any declarations, affidavits, certificates, consents, agreements and arrangements as well as amendments or supplements thereto as may be required from time to time or that the Authorized Officers consider necessary, appropriate or advisable, in connection with the IPO, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreements, the registrar’s agreement, the depositories agreements, the offer agreement with the BRLM (and other entities as appropriate), the underwriting agreement, the syndicate agreement, the escrow agreement and confirmation of allocation notes, with the BRLMs, lead manager, syndicate members, bankers to the IPO, registrar to the IPO, bankers to the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, advertising agencies, and all such persons or agencies as may be involved in or concerned with the Issue, if any and to do or cause to be done any and all such acts or things that the IPO Committee or the Authorized Officer may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Issue and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing The powers of the IPO Committee described above are inclusive and shall not be deemed to be restricted to or be constrained by the provisions of any other part of this resolution. (Remainder of this page has been intentionally left blank) 281Management Organization Structure Set forth below is the Management Organization Structure : Board of Directors Jagdish Yogendra Kumar Suri Rahul Suri Ramnika Suri Kumar Gauri Rajini Shankar Chairman & Whole Time Non Executive Singhal Independant Independant Managing Director Director Independant Director Director Director Director Key Senoir Mangerial Personnel Management Sadhna Mohan Lal Khurana Sandeep Anuj Verma Saini Virat Vasan Chief Financial Company Production Anju Rani Mohini Rawat Neeraj Dua Kumar Plant Head Officer Secretary & Head HR Admin Export Sales Local Sales Plant Head Compliance (Unit I) (Unit II) Officer (Unit III) 282Key Managerial Personnel and Senior Management Key Managerial Personnel In addition to the Jagdish Kumar Suri, our Chairman and Managing Director and Rahul Suri, our Whole Time Director, also our Promoters, whose details are provided in “Our Management –Brief profiles of our Directors” on page 263, the details of the Key Managerial Personnel of our Company are as follows: Anuj Verma is the Chief Financial Officer of our Company. He joined our Company on September 12, 2012 as Head of Accounts. Thereafter, he was designated as the Chief Financial Officer of our Company with effect from August 17, 2024. He holds a Bachelor of Commerce Degree from the University of Delhi and a Master of Commerce degree and a post graduate diploma in international business operations from the Indira Gandhi National Open University, New Delhi. He also holds a post graduate diploma in business administration from Symbiosis Centre for Distance Learning. He also completed his LLB (Bachelor of Legislative Law) from the Chaudhary Charan Singh University. He has approximately 20 years of experience in the field of finance, audit and taxation. Previously, he was associated with Rajender Kumar Singhal & Associates, Chartered Accountants from 2004 to 2011. He received a remuneration of ₹1.37 million in Fiscal 2025. Sadhna Khurana is the Company Secretary and Compliance Officer of our Company. She joined our Company on April 10, 2025. She holds Bachelor of Commerce degree from the University of Delhi. She is an associate member of the Institute of Company Secretaries of India (“ICSI”) and has over 12 years of experience in secretarial compliance. Previously, she was associated with Knauf India Private Limited and USG Boral Building Products (India) Private Limited in her capacity as a company secretary. She has not received any remuneration from the Company in Fiscal 2025 as she was appointed in Fiscal 2026. Senior Management The details of our Senior Management in terms of the SEBI ICDR Regulations, as on the date of this Prospectus are set forth below: Anju Rani is the Human Resource and Administration head of our Company. She joined our Company on March 30, 2009, as a secretary to the joint managing director and over the years was promoted to her current position. She is responsible for managing human resource and employee relations. She has 16 years of experience in our Company. She was paid ₹ 0.62 million as remuneration for Fiscal 2025. Neeraj Dua is the Sales Head – Domestic of our Company. He joined our Company on January 14, 2005. He holds a Bachelor of Commerce Degree from the University of Delhi and a post graduate diploma in Business Administration from Symbiosis Centre for Distance Learning. He is responsible for leading general trade business operations, including sales forecasting, distributor management and execution of strategic initiatives. He has 20 years of experience in our Company. He was paid ₹1.26 million as remuneration for Fiscal 2025. Virat Vasan is the Plant Head for Unit I of our Company. He joined our Company on January 14, 2005 as ‘Production Supervisor’ and subsequently he was promoted to current position on August 31, 2015. He is responsible for overseeing production operations, managing inventory and machines. He has 20 years of experience in our Company. He was paid ₹1.03 million as remuneration for Fiscal 2025. Sandeep Kumar is the Plant Head for Unit II of our Company. He joined our Company as a ‘Production Supervisor’ on April 1, 2011 and subsequently he was promoted to the current position on April 1, 2018. He is responsible for overseeing the end-to-end milling operations, managing the workforce and inventory. He passed his matriculation examination in year 1994. He has 14 years of experience in our Company. He was paid ₹0.53 million as remuneration for Fiscal 2025. Mohini Rawat is the Sales Head – International. She joined our Company on January 14, 2005. She holds a Bachelor of Arts degree from the University of Delhi. She is responsible for the international business development, managing global sales, and participation in tender biddings. She has 20 years of experience in our Company. She was paid ₹0.79 million as remuneration for Fiscal 2025. 283Mohan Lal Saini is the Production Head of our Unit III. He joined our Company on April 1, 2019 and he was subsequently promoted to the current position of ‘Production Head’ on August 30, 2022. He is responsible for overseeing production operations. He completed his matriculation examination in the year 2003 from the board of secondary education, Rajasthan. He has 6 years of experience in our Company. He was paid ₹0.52 million as remuneration for Fiscal 2025. Details of the remuneration outstanding for Fiscal 2025 and paid in Fiscal 2026 is as follows: (₹ in million) Sr. No Name of Executive Directors Designation Remuneration 1. Anuj Verma Chief Financial Officer 0.452 2. Nancy Gulati Erstwhile Company Secretary and 0.050 Compliance Officer 3. Sadhna Khurana Company Secretary and Compliance Nil* Officer *No remuneration payable for Fiscal 2025 as she was appointed in Fiscal 2026. Details of the remuneration payable to KMPs of our Company for Fiscal 2025 is as follows: (₹ in million) Sr. No Name of Executive Directors Designation Remuneration 1. Jagdish Kumar Suri Chairman & Managing Director 7.057 2. Rahul Suri Whole Time Director 3.632 3. Anuj Verma Chief Financial Officer 0.452 4. Nancy Gulati Erstwhile Company Secretary and 0.050 Compliance Officer 5. Sadhna Khurana Company Secretary and Compliance Nil* Officer *No remuneration payable for Fiscal 2025 as she was appointed in Fiscal 2026. Status of Key Managerial Personnel and Senior Management All our Key Managerial Personnel and Senior Management are permanent employees of our Company. Relationship among Key Managerial Personnel and Senior Managerial Personnel None of our Key Managerial Personnel and/or Senior Management are related to each other. Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Key Managerial Personnel and Senior Management have been appointed None of our Key Managerial Personnel and Senior Management have been appointed pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others. Shareholding of Key Managerial Personnel and Senior Management Except as disclosed in “Our Management- Shareholding of Directors in our Company” on page 267, none of our Key Managerial Personnel or Senior Management hold any Equity Shares in our Company as on the date of this Prospectus: 284Service Contracts with Key Managerial Personnel and Senior Management Other than statutory benefits upon termination of their employment in our Company or retirement, none of the Key Managerial Personnel or Senior Management have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment or retirement. Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management As on the date of this Prospectus, there is no contingent or deferred compensation which is accrued to our Key Managerial Personnel and Senior Management, which does not form part of their remuneration for such period. Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Except for performance based bonus which the Board may from time to time decide to give to its employees, none of the Key Managerial Personnel and Senior Management is party to any bonus or profit-sharing plan with our Company. Interest of our Key Managerial Personnel and Senior Management Our Key Managerial Personnel and Senior Management of our Company are interested in our Company only to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. No loans have been availed by our Key Management Personnel or Senior Management from our Company as on the date of this Prospectus. Changes in the Key Managerial Personnel and Senior Management in the last three years The changes in the Key Managerial Personnel of our Company during the three years immediately preceding the date of this Prospectus are set forth below. Further there have been no changes in our senior management in the three years immediately preceding the date of this Prospectus. Name Designation Date of change Reason of change Key Managerial Personnel Ramnika Suri Non-Executive Non- July 31, 2024 Change in designation from Whole Time Independent Director Director to Non-Executive Non- Independent Director Anuj Verma Chief Financial Officer August 17, 2024 Appointed as Chief Financial Officer Nancy Gulati Company Secretary September 1, 2024 Appointed as Company Secretary Nancy Gulati Company Secretary March 31, 2025 Resigned as Company Secretary due to other engagements Sadhna Khurana Company Secretary and April 10, 2025 Appointed as Company Secretary and Compliance Officer Compliance Officer Jagdish Kumar Suri Chairman & Managing October 1, 2025 Reappointed as Managing Director Director Rahul Suri Whole-time Director October 1, 2025 Reappointed as Whole-time Director The attrition rate of the Key Managerial Personnel and Senior Management of our Company is as per industry standards. Payment or benefit to Key Managerial Personnel and Senior Management of our Company Except for our Promoter, Chairman and Managing Director, Jagdish Kumar Suri, details of whom are mentioned in “Our Promoters and Promoter Group - Payment or benefits to our Promoters and Promoter Group during the last two years”, no non-salary amount or benefit has been paid or given to any of our Company’s employees including the Key Managerial Personnel and Senior Management within the two years preceding the date of this Prospectus or is intended to be paid or given, other than in the ordinary course of their employment. 285Employee Stock Options Our Company does not have any employee stock option schemes as on the date of this Prospectus. Other Confirmations None of our Key Managerial Personnel or Senior Management have any interest in any property acquired or proposed to be acquired of our Company or by the Company or in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Except as disclosed in section titled “Interests of Directors – Interest in acquisition of land, construction of building and supply of machinery of our Company” on page 269, our Company has not leased or taken on lease any property from the Key Managerial Personnel or Senior Management None of our Key Managerial Personnel or Senior Management have availed loans from our Company. There is no conflict of interest between Key Managerial Personnel or Senior Management and the suppliers of raw materials and third-party service providers, which are crucial for the operations of our Company. There is no conflict of interest between our Key Managerial Personnel or Senior Management and lessors of the immovable properties, which are crucial for the operations of our Company. 286OUR PROMOTERS AND PROMOTER GROUP Our Promoters The Promoters of our Company are Jagdish Kumar Suri, Rahul Suri, and Ramnika Suri. As on the date of this Prospectus, our Promoters in aggregate hold 81,280,200 Equity Shares of face value ₹10 each in our Company, representing 98.17% of the pre-Issue issued, subscribed, and paid-up Equity Share Capital of our Company. All Equity Shares of face value of ₹10 each issued to our Promoters were fully paid up at the time of allotment. For further details of the built-up of our Promoters’ shareholding in our Company, please refer to “Capital Structure – Details of build-up of our Promoters’ equity shareholding” on page 109. Details of our Promoters Jagdish Kumar Suri Jagdish Kumar Suri, aged 76 years, is one of our Promoters and is Chairman and Managing Director of our Company. Date of Birth: March 30, 1949 Address: House No. 659-A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 001, India Permanent Account Number: ABBPS7140M For the complete profile of Jagdish Kumar Suri i.e. his educational qualifications, professional experience, positions/posts held in the past, directorships held, and interest in other entities, special achievements, business and financial activities, see section titled “Our Management-Brief Profile of our Directors” on page 263. As on date of this Prospectus, Jagdish Kumar Suri holds 74,101,350 Equity Shares of face value ₹10 each, representing 89.50% of the issued, subscribed and paid-up equity share capital of our Company. Rahul Suri Rahul Suri, aged 50 years, is one of our Promoters and Whole Time Director of our Company. Date of Birth: July 12, 1975 Address: House No. 659-A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 00, India Permanent Account Number: AAQPS8357J For the complete profile of Rahul Suri i.e. his educational qualifications, professional experience, positions/posts held in the past, directorships held, and interest in other entities, special achievements, business and financial activities, see section 287titled “Our Management-Brief Profile of our Directors” on page 263. As on date of this Prospectus, Rahul Suri holds 6,878,850 Equity Shares of face value ₹10 each, representing 8.31% of the issued, subscribed and paid-up equity share capital of our Company. Ramnika Suri Ramnika Suri, aged 75, is one of our Promoters and Non- Executive Non-Independent Director of our Company. Date of Birth: July 27, 1950 Address: House No. 659-A, Sushant Lok-1, Block A, Gurgaon, Haryana – 122 001, India Permanent Account Number: BBAPS4230G For the complete profile of Ramnika Suri i.e. her educational qualifications, professional experience, positions/posts held in the past, other directorships held, and interest in other entities, special achievements, business and financial activities, see section titled “Our Management- Brief Profile of our Directors” on page 263. As on date of this Prospectus, Ramnika Suri holds 300,000 Equity Shares of face value ₹10 each, representing 0.36% of the issued, subscribed and paid-up equity share capital of our Company. Our Company confirms that the permanent account number (PAN), bank account number(s), passport number, Aadhaar Card Number, and driving license number of each of our Promoters will be submitted to the Stock Exchanges at the time of filing this Prospectus. Please note that Jagdish Kumar Suri and Ramnika Suri do not possess a driving license as on the date of this Prospectus. Further, the driving license of Rahul Suri has expired and an application for renewal has been made to the competent authority. Other Ventures of our Promoters Other than as disclosed in this section under the heading “Or Promoters and Promoter Group - Entities forming part of the Promoter Group” and in “Our Management – Board of Directors” on page 292 and 261, respectively, our Promoters are not involved in any other ventures. Change in Control of our Company Our Promoters are the original promoters of our Company and there has been no effective change in control of our Company in the five years immediately preceding the date of this Prospectus. Experience of our Promoters in the business of our Company Our Promoters have adequate experience in the industry in which our Company conducts its business. For Further details please refer to section titled “Our Management-Brief profiles of our Directors” on page 263. 288Interest of our Promoters Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of their respective shareholding and the shareholding of the members of the Promoter Group in our Company and (iii) the dividends payable upon such shareholding any other distributions in respect of the Equity Shares held by them; (iv) of being Directors, Key Managerial Personnel and Senior Management of our Company and the remuneration, benefits and reimbursement of expenses, payable to them as per the terms of their appointment as such, sitting fees and commission payable to them by our Company; as applicable and (v) that our Company has undertaken transactions with them, or their relatives or entities in which our Promoters hold shares or have an interest, if applicable. For further details, please see sections titled “Capital Structure”, “Our Management” and “Restated Consolidated Financial Statements” on pages 102, 261, and 295, respectively. Our Promoters may also be interested to the extent of Equity Shares and to the extent of any dividend, bonuses or other distribution payable to them, if any, held by them or held by the entities in which they are associated as directors, partners, proprietors or trustees or held by their relatives 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, pursuant to the Issue. Our Promoters may also be deemed to be interested to the extent of directorships and/ or equity shares held by them in our Subsidiary. Except for our Subsidiary which has certain common pursuits with the Company and in which our Promoters hold shareholding (in capacity of nominee shareholders) and/ or directorships, our Promoters do not have any interest in any venture that is involved in any activities similar to those of our Company. However, these businesses do not compete with our Company, and accordingly there is no conflict of interest. For risks relating to the same, please refer to “Risk Factors- Our Subsidiary, Promoters, certain members of our Promoter Group and certain Directors of our Company are in business similar to ours and may enter into ventures that may lead to real or potential conflicts of interest with our business. Further, our Promoters and certain Directors have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits. Any real or potential conflicts of interest that may arise in this regard may materially adversely impact our business, financial condition, results of operations and cash flows.” on page 70”. Our Promoters have extended personal guarantees for certain loan facilities availed by the Company. Additionally, our Promoter, Chairman and Managing Director, Jagdish Kumar Suri, has also mortgaged factory land and building of Unit II owned by him. Pursuant to the Takeover Agreement, our Company acquired all the assets and liabilities of the erstwhile M/s. Amir Chand Jagdish Kumar, a proprietorship firm of Jagdish Kumar Suri, our Promoter, Chairman & Managing Director, on a going concern basis and allotted 4,825,000 fully paid-up Equity Shares of the Company having a face value of ₹ 10 each at a premium of ₹ 60 per Equity Share as sale consideration in lieu of the acquisition under the terms of the Takeover Agreement. The effective date on which this Takeover Agreement came into force was January 14, 2005. For further details, see “History and Certain Corporate Matters - Other Material Agreements” on page 257. Interest in our Company arising out of being a member of a firm or company No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested, in cash or shares or otherwise, by any person, either to induce them to become or to qualify them, as directors or promoters or otherwise for services rendered by our Promoters or by such firm or company, in connection with the promotion or formation of our Company. Interest in our Company other than as Promoter Our Promoters are interested in our Company to the extent of their directorship (and consequently remuneration payable to them, reimbursement of expenses and other benefits) in our Company and the dividends payable, if any, and any other distribution in respect of their respective shareholding in our Company or the shareholding of their relatives in our Company. For further details, please see sections titled “Our Management- Shareholding of Directors 289in our Company”, “Capital Structure” and “Financial Information” on pages 267, 102 & 295 respectively, our Promoters do not have any other interest in our Company. Interest in Intellectual Property Certain intellectual properties were registered in the name of our Promoter, Chairman and Managing Director, Jagdish Kumar Suri. Pursuant to the Deed of Assignment dated June 2, 2025, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. Accordingly, none of the Promoters are interested in any of the intellectual property rights that are used by our Company. For further details in relation to the Deed of Assignment, please refer “History and Certain Corporate Matters-Other Material Agreements” on page 257. Interest in acquisition of land, construction of building and supply of machinery of our Company Our Promoters have no interest, whether direct or indirect, in any land or property acquired by our Company within the preceding three years from the date of this Prospectus or proposed to be acquired by it, or in any transaction by our Company with respect to the construction of building or supply of machinery, etc. Further, except as stated below none of our Promoters have any direct or indirect interest in the properties that our Company is using on a leasehold or rental or leave and license basis: Land at which our Unit II is located, i.e., at Village Sillakheri, Jind Road, Tehsil Safdion, District Jind, Haryana, 126 112, India, has been leased to our Company by our Promoter, Chairman & Managing Director Jagdish Kumar Suri (“Lessor”) pursuant to lease agreement dated September 13, 2010. Our Registered Office has been leased to us by our Promoter and Whole Time Director Rahul Suri pursuant to Lease Agreement dated September 30, 2024, entered into between Rahul Suri (“Lessor”) and our Company (“Lessee”). For further details, please refer “Our Business- Properties” on page 236. Payment or benefits to our Promoters and Promoter Group during the last two years Except as stated below, remuneration and sitting fees paid to Promoters and members of the Promoter Group and in the ordinary course of business and as disclosed in the sections entitled “Our Management” and “Financial Information –Notes to Restated Consolidated Financial Information Note 37– Restated Related Party Transaction” on pages 261 and 351, respectively, no amount or benefit has been paid or given to our Promoters or any of the members of the Promoter Group during the two years preceding the filing of this Prospectus nor is there any intention to pay or give any amount or benefit to our Promoters or any of the members of the Promoter Group other than in the ordinary course of business. Pursuant to the Deed of Assignment dated June 2, 2025, our Promoter, Chairman and Managing Director, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. For further details in relation to the Deed of Assignment, please refer “History and Certain Corporate Matters- Other Material Agreements” on page 257. For risks related to the same, please refer “Risk Factors- The availability of counterfeit products and any inability to protect our intellectual property or any claims that we infringe on the intellectual property rights of others could have a material adverse effect on us. Any deterioration in the reputation and market perception of our brands, or if our sales and marketing efforts are ineffective, it could adversely affect our sales, profitability and the implementation of our growth strategy.” on page 67. Our Promoters use the guest house of the Company to carry out their duties. 290Material Guarantees given by our Promoters to third parties with respect to Equity Shares of our Company Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on the date of this Prospectus. Details of Companies / Firms form which our Promoters have disassociated in the last three years Except as mentioned below, our Promoters have not disassociated themselves from any company/firm during the three years preceding this Prospectus. Name of Name of the Company or firm Date of Reasons for and circumstances the from which the Promoters have dissociation leading to Disassociation Promoter disassociated Rahul Suri A.C.J. K (proprietorship) April 4, 2024 On account of dissolution of the proprietorship Relationship between our Promoters Names Relationship Jagdish Kumar Suri Spouse of Ramnika Suri and Father of Rahul Suri Ramnika Suri Spouse of Jagdish Kumar Suri and Mother of Rahul Suri Rahul Suri Son of Jagdish Kumar Suri and Ramnika Suri Other Confirmations None of our Promoters have been declared as wilful defaulters or fraudulent borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued by the Reserve Bank of India. None of our Promoters have been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act, 2018. None of our Promoters or members of Promoter Group of our Company have been debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters are not and have never been promoters, directors or person in control of any other company, which is debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. There are no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority in India or overseas against our Promoters except as stated in section titled “Outstanding Litigation and Material Developments” on page 402. There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are crucial for operations of our Company) and our Promoters and members of our Promoter Group. There is no conflict of interest between the lessors of the immovable properties (which are crucial for operations of our Company) and our Promoters and members of the Promoter Group. OUR PROMOTER GROUP In addition to our Promoters, the following individuals and entities form part of our Promoter Group of our Company as on the date of this Prospectus, in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations: 291A. Individuals forming part of our Promoter Group The individual forming part of our Promoter Group by virtue of being immediate relatives of our Promoters are as follows: Name of the Promoter Name of the Promoter Group Relationship with the Promoter Members Jagdish Kumar Suri Ramnika Suri Spouse Nirmal Kochar Sister Rahul Suri Son Siya Malhotra Daughter Vikrant Anand Spouse’s Brother Nishi Saigal Spouse’s Sister Sammita Sachdev Spouse’s Sister Ashwi Birdi Spouse’s Sister Rahul Suri Jagdish Kumar Suri Father Ramnika Suri Mother Jasmine Suri Spouse Siya Malhotra Sister Aryan Suri Son Manjeet Kaur Spouse’s Mother Ramneek Singh Spouse’s Brother Sarvjeet Singh Spouse’s Brother Ramnika Suri Jagdish Kumar Suri Spouse Rahul Suri Son Siya Malhotra Daughter Vikrant Anand Brother Nishi Saigal Sister Sammita Sachdev Sister Ashwi Birdi Sister Nirmal Kochar Spouse’s Sister B. Entities forming part of the Promoter Group Entities forming part of our Promoter Group are as follows: Proprietorships 1. Manjeet Metal World 2. Pushpamanohar LLC 292OUR GROUP COMPANIES Pursuant to Board resolution dated December 29, 2025, our Board formulated a policy for identification of group companies (“Materiality Policy”) and has noted that in accordance with the SEBI ICDR Regulations, the term “Group Companies”, includes (i) such companies (other than 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, in the Restated Consolidated Financial Information, and (ii) any other company, as considered material by our Board in accordance with the Materiality Policy. Accordingly, based on the parameters outlined above, as on the date of this Prospectus, we do not have any group companies. 293DIVIDEND POLICY The declaration and payment of dividends is recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association, and applicable laws including the Companies Act read with rules made thereunder. In addition, declaration and payment of dividends would be subject to our Company’s dividend policy, adopted by our Board on April 10, 2025 (“Dividend Distribution Policy”). The dividend, if any, will depend on a number of factors, including but not limited to the growth of our Company, the cash flow position of our Company, accumulated reserves, business cycles, economic environment, changes in the government policies, industry specific rulings and regulatory provisions and other factors considered relevant by our Board. We may retain all our future earnings, if any, for use in the operations and expansion of our business. For details in relation to risks involved in this regard, see “Risk Factors - There can be no assurance that our Company will be in a position to pay dividends in the future. Our ability to pay dividends in the future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.” on page 73. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or financing arrangements our Company may enter into to finance our fund requirements for our business activities. Our Company may pay dividend by cheque, or electronic clearance service, as will be approved by our Board in the future. Our Board may also declare interim dividend from time to time. Our Company has not paid any dividend on Equity Shares in the last three Fiscals years and the period from April 1, 2025 until the date of this Prospectus. 294SECTION VI – FINANCIAL INFORMATION RESTATED CONSOLIDATED FINANCIAL INFORMATION (Remainder of this page has been intentionally left blank) 295STATUTORY AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION The Board of Directors Amir Chand Jagdish Kumar (Exports) Limited 2735, Shop No.9, Mohan Lal Palace, Naya Bazar, Delhi, Delhi, India, 110006 Dear Sirs, 1. We have examined the attached Restated Consolidated Financial Information of Amir Chand Jagdish Kumar (Exports) Ltd (the “Company”, “Holding Company” or the “Issuer”) and its subsidiary (the holding company and its subsidiary together referred to as the “Group”), comprising of the Restated Consolidated Statement of Assets and Liabilities as at September 30 2025, March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statements of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Cash Flow Statement for the six months period ended September 30, 2025 and for each of the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the Summary Statement of Significant Accounting Policies and other explanatory information (collectively, the "Restated Consolidated Financial Information"), annexed to this report, as approved by the Board of Directors of the Company at their meeting held on December 29, 2025 for the purpose of inclusion in the Red Herring Prospectus, (“RHP”), and Prospectus prepared by the Company in connection with its proposed Initial Public Offer of equity shares “IPO”) prepared in terms of the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (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 (the “Guidance Note”). 2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the, Red Herring Prospectus, (“RHP”), and Prospectus to be filed with the Securities and Exchange Board of India, National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) (collectively, the “Stock Exchanges”) and the Registrar of Companies, Delhi and Haryana, at New Delhi in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in note 1B to the Restated Consolidated Financial Information. The Board of Directors of the companies included in the Group have responsibility which includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note. 3. We have examined such Restated Consolidated Financial Information taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in 296accordance with our engagement letter dated January 01, 2025 in connection with the proposed IPO of equity shares of the Company; b) The Guidance Note, which 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 Consolidated Financial Information; and d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO. 4. These Restated Consolidated Financial Information have been compiled by the management of the Holding Company from: a) Audited Consolidated Special Purpose Interim Ind AS financial statements of the Group as at and for the six (6) months period ended 30th September 2025 prepared in accordance with Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting" issued by Institute of Chartered Accountants of India and other accounting principles generally accepted in India (the "Special Purpose Interim Ind AS Financial Statements") which have been approved by the Board of Directors at their meeting held on December 29, 2025. b) Audited Consolidated Ind AS financial statements of the Group as at and for the years ended March 31, 2025 and March 31, 2024 were audited by us, and for March 31, 2023 by Rajender Kumar Singal & Associates LLP, prepared in accordance with Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on September 2025, August 27, 2024 and September 27, 2023 respectively. 5. For the purpose of our examination, we have relied on: a) The Auditor’s reports issued by us dated December 29, 2025 on the Audited Consolidated Special /Purpose Interim Ind AS financial statements of the Company as at and for the six (6) months period ended 30th September 2025 as referred in Paragraph 4(a) above. There were no emphasis of matter and qualification; b) The Auditor’s report issued by us dated September 05, 2025 on the Audited Consolidated Ind AS financial statements of the Company as at and for the year ended March 31, 2025 as referred in Paragraph 4(b) above. There were no emphasis of matter and qualification; 297c) The Auditor’s report issued by us dated August 27, 2024 on the Audited Consolidated Ind AS financial statements of the Company as at and for the year ended March 31, 2024 as referred in Paragraph 4(b) above. There were no emphasis of matter and qualification; d) The Auditor’s report issued by Rajender Kumar Singal & Associates LLP dated September 27, 2023 on the Audited Consolidated Ind AS financial statements of the Company as at and for the year ended March 31, 2023 as referred in Paragraph 4(b) above. There were no emphasis of matter and qualification; e) We did not audit the financial statements of the Subsidiary for the financial year ended March 31, 2023, whose share of total assets, total revenues, net worth, net cash inflows/(outflows) included in the consolidated financial statements, for the relevant years is tabulated below, which have been audited by other auditors, and whose reports have been furnished to us by the Company’s management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors: f) 1. Details on the subsidiary financials not audited by us are as follows: (₹) in Millions Net Cash Company Total Net Year Ended Revenue Inflow/ name Assets Worth (outflow) ACJK Foods Private March 31, 393.33 1668.79 66.06 24.77 Limited 2023 2. Details of auditors in subsidiary not audited by us are as follows. Date of Company name Auditor Name Year Ended Signing ACJK Foods Rajender Kumar Singal & September March 31, 2023 Private Limited Associates LLP* 6, 2023 * Rajender Kumar Singal & Associates LLP is a peer reviewed firm 6. Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated 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, 2025, 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 six (6) months period ended September 30th, 2025; b. there are no qualifications in the auditors' reports on the Special Purpose Interim Consolidated Ind AS Financial Statements of the Group as at and for the six (6) months period ended September 30, 2025, Audited Consolidated Ind AS financial statements of 298the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 which require any adjustments to the Restated Consolidated Summary Information; and c. Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 7. 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. 8. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the report on audited financial statements mentioned in paragraph 4 above. 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 or Previous Auditors, 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 Red Herring Prospectus (“RHP”), Prospectus to be filed with the Securities and Exchange Board of India, NSE, BSE and Registrar of Companies Delhi and Haryana, at New Delhi and can be used by Book running lead managers 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 Pramod K. Sharma & Co Chartered Accountants Firm’s Registration No. 007857C Sd/- CA Pramod Sharma Partner Membership No.: 076883 UDIN: 26076883KZCSVA3782 Place: New Delhi Date: 29th December 2025 299AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED CIN: U15312DL2003PLC121979 (ANNEXURE-I) RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES As at September As at March 31, As at March 31, As at March 31, Particulars Note 30, 2025 2025 2024 2023 (₹) in Millions (₹) in Millions (₹) in Millions (₹) in Millions ASSETS Non-current assets (a) Property, Plant and Equipment 1 909.19 926.08 976.55 1,018.28 (b) Capital work-in-progress 2 16.96 16.96 16.96 16.02 (c) Investment Property 3 12.94 13.14 13.80 14.12 (d) Goodwill 4 12.74 12.74 12.74 12.74 (e) Other Intangible assets 5 - - 2.50 5.00 (f) Financial Assets - Security Deposit 6 0.72 0.49 0.53 0.73 (g) Other Non-Current Assets 7 10.48 10.48 10.28 9.66 Total Non Current Assets 963.02 979.87 1,033.36 1,076.55 Current assets (a) Inventories 8 8,701.49 9,279.52 7,965.39 6,271.13 (b) Financial Assets 9 - Invesments 9A 25.66 14.47 20.34 7.41 - Trade receivables 9B 4,524.87 4,505.39 3,242.02 3,098.47 - Cash and cash equivalents 9C 56.92 59.37 15.09 87.46 - Bank balances other than Cash and cash 9D 136.94 136.10 164.18 88.12 equivalents - Other Financial Assets 9E 414.93 438.01 228.56 201.71 (c) Other Current Assets 10 440.38 77.58 166.35 59.78 Total Current Assets 14,301.19 14,510.43 11,801.93 9,814.08 Total Assets 15,264.21 15,490.32 12,835.29 10,890.63 EQUITY AND LIABILITIES Equity (a) Equity Share Capital 11 827.97 820.41 54.39 54.39 (b) Other Equity 12 3,580.97 2,971.43 3,060.39 2,754.03 Total Equity 4,408.94 3,791.84 3,114.78 2,808.42 Liabilities Non Current Liabilities (a) Financial liabilities 13 - Borrowings 13A 8.70 11.07 15.60 107.27 (b) Provisions 14 4.02 3.82 3.38 2.82 (c) Deferred Tax liabilities 15 35.10 38.38 47.59 56.73 (d) Other non-current liabilities 16 - - 41.72 41.72 Total Non Current Liabilities 47.82 53.27 108.29 208.54 300As at September As at March 31, As at March 31, As at March 31, Particulars Note 30, 2025 2025 2024 2023 (₹) in Millions (₹) in Millions (₹) in Millions (₹) in Millions Current liabilities (a) Financial liabilities 17 - Borrowings 17A 7,388.69 7,829.51 7,760.60 6,568.03 - Trade Payables:- 17B (A) total outstanding dues of micro and - - - - small enterprises (B) total outstanding dues of creditors other 1,535.91 1,458.54 552.67 1,011.18 than micro and small enterprises. - Other financial liabilities (other than those 17C 1,521.80 2,170.53 1,239.06 233.57 specified above) (b) Provisions 18 0.14 0.13 0.12 0.10 (c) Other current liabilities 19 98.35 49.86 15.25 36.36 (d) Current Tax Liabilities (Net) 20 262.58 136.64 44.51 24.43 Total Current Liabilities 10,807.46 11,645.21 9,612.22 7,873.67 Total Liabilities 15,264.21 15,490.32 12,835.29 10,890.63 The above statement should be read with Statement of adjustments to Restated Financial Information in Annexure-IV and Material Accounting Policies forming part of the Restated Consolidated Financial Statement in Annexure-V with Notes to Restated Consolidated Financial Statement For Pramod K. Sharma & Co. For and on behalf of the Board of Directors of, (Chartered Accountants) (Amir Chand Jagdish Kumar (Exports) Limited) Firm's Registration No : 007857C Sd/- Sd/- Sd/- CA. PRAMOD SHARMA JAGDISH KUMAR SURI RAHUL SURI (Membership No.076883) (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR) UDIN : 26076883KZCSVA3782 ( DIN.00012690) ( DIN.00012654) PLACE: NEW DELHI PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 DATE: December 29, 2025 Sd/- Sd/- ANUJ VERMA SADHNA KHURANA (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY) PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 301AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED CIN: U15312DL2003PLC121979 (ANNEXURE-II) RESTATED CONSOLIDATED PROFIT & LOSS STATEMENT Six month period For the year ended For the year ended For the year ended Particulars Note ended September March 31, 2025 March 31, 2024 March 31, 2023 30, 2025 (₹) in Millions (₹) in Millions (₹) in Millions (₹) in Millions (I) Revenue from operations 21 10,212.46 20,016.47 15,495.24 13,158.48 (II) Other income 22 30.51 23.82 18.97 20.13 (III) Total Income (l+Il) 10,242.97 20,040.28 15,514.21 13,178.61 (IV) Expenses Cost of materials consumed 23 8,419.11 17,313.49 12,551.36 11,118.25 Purchases of stock in trade 24 21.78 42.70 26.42 40.46 Changes in inventories of finished goods ,work in 25 214.44 (388.01) 422.64 (101.34) progress & stock-in-trade Employee benefits expenses 26 64.01 140.19 122.23 108.32 Finance costs 27 425.75 787.81 649.01 511.28 Depreciation and amortization expenses 28 32.13 70.25 73.37 73.34 Other expenses 29 435.48 1,271.58 1,275.94 1,195.86 Total expenses (IV) 9,612.69 19,238.01 15,120.98 12,946.17 (V) Profit/(loss) before exceptional items and tax 630.28 802.28 393.23 232.44 (III-IV) (VI) Exceptional items - - - (VII) Profit/ (loss) before tax(V-VI) 630.28 802.28 393.23 232.44 (VIII) Tax expense: 30 a) Current tax 147.20 193.00 96.00 65.50 b) Deferred tax/(Income) (3.47) (9.98) (9.71) (8.03) c) Short/Excess Payment of tax in Previous periods - 11.03 2.89 0.01 Total tax expense (VIII) 143.73 194.05 89.18 57.48 (IX) Profit (Loss) for the period (VII-VIII) 486.54 608.22 304.05 174.96 (X) Profit/(loss) for the period 486.54 608.22 304.05 174.96 (XI) Other Comprehensive Income i) Items that will not be reclassified to Profit 0.74 3.97 2.81 0.02 or Loss ii) Income Tax relating to items that wiil not (0.19) (0.77) (0.50) (0.00) be reclassified to Profit or Loss i)Items that will be reclassified to Profit or - - - Loss ii) Income Tax relating to items that wiil be - - - reclassified to Profit or Loss Total Other Comprehensive Income (XI) 0.56 3.21 2.31 0.02 (XII) Total Comprehensive Income (X+XI) 487.10 611.43 306.36 174.98 302Earnings per equity share ( Total Comprehensive Income/ Weighted Average number of equity shares Outstanding during the year) Basic earning per share (Face Value of INR 10 each) in 5.93 7.46 3.75 2.14 (₹) Diluted earning per share (Face Value of INR 10 each) 5.93 7.46 3.75 2.14 in (₹) *EPS is not annualised for the period ended September 30, 2025 The above statement should be read with Statement of adjustments to Restated Financial Information in Annexure-IV and Material Accounting Policies forming part of the Restated Consolidated Financial Statement in Annexure-V with Notes to Restated Consolidated Financial Statement For Pramod K. Sharma & Co. For and on behalf of the Board of Directors of. (Chartered Accountants) (Amir Chand Jagdish Kumar (Exports) Limited) Firm's Registration No : 007857C Sd/- Sd/- Sd/- CA. PRAMOD SHARMA JAGDISH KUMAR SURI RAHUL SURI (Membership No.076883) (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR) UDIN : 26076883KZCSVA3782 ( DIN.00012690) ( DIN.00012654) PLACE: NEW DELHI PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 DATE: December 29, 2025 Sd/- Sd/- ANUJ VERMA SADHNA KHURANA (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY) PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 303AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED CIN: U15312DL2003PLC121979 (ANNEXURE-III) RESTATED CONSOLIDATED CASH FLOW STATEMENT As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars (₹) in (₹) in (₹) in (₹) in (₹) in (₹) in (₹) in (₹) in Millions Millions Millions Millions Millions Millions Millions Millions CASH FLOW FROM A. OPERATING ACTIVITIES: Net Profit Before Tax 630.28 802.28 393.23 232.44 Add/Less: Adjustments: Gratuity Provision 0.26 0.49 0.43 0.39 Depreciation And Amortisation 32.13 - 70.25 73.37 73.34 Net Interest & Hire Charges On Vehicle Loan 387.55 419.93 690.90 761.64 576.64 650.44 431.50 505.22 Less : Adjustments: Interest On Fdr & Deposits 4.54 10.82 8.64 5.74 4.54 10.82 8.64 5.74 Operating Profit Before Working Capital Changes 1,045.67 1,553.09 1,035.03 731.92 Adjustment On Account Of Working Capital Changes: Decrease / (Increase) In Trade Receivables (866.57) (886.88) 291.92 (322.23) Decrease / (Increase) In Financial & Other Assets (339.96) (120.83) (133.84) 241.33 Decrease / (Increase) In Inventories 578.03 (1,314.13) (1,694.26) 175.94 Increase / (Decrease) In Trade Payables 77.36 905.88 (458.51) (27.03) Increase / (Decrease) In Liablities & Provisions (736.88) 879.84 959.95 (22.65) Cash Reduced Before Extraordinary Items (1288.02) (536.12) (1034.74) 45.37 Less: Income Tax Paid (115.38) 67.39 54.38 41.07 Cash Generated From Operating Activities (A) (126.97) 949.57 (54.10) 736.21 CASH FLOW FROM B. INVESTING ACTIVITIES Net (Purchase)/Sales Of Property, Plant & Equipments (15.04) (16.62) (29.77) (16.46) Net (Purchase)/Sales Of Portfolio Investments (10.50) 5.44 (9.90) (5.50) Interest Received On Fdr & Deposits 4.54 10.82 8.64 5.74 Net Cash Reduced From Investing Activities (B) (21.00) (0.36) (31.03) (16.22) 304As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars (₹) in (₹) in (₹) in (₹) in (₹) in (₹) in (₹) in (₹) in Millions Millions Millions Millions Millions Millions Millions Millions CASH FLOW FROM C. FINANCING ACTIVITIES: Capital Introduction (Along With Securities Premium) 130.00 70.00 Increase / (Decrease) In Secured Loans 403.89 -312.11 764.89 (283.52) Increase / (Decrease) In Other Loans & Term Liabilities - - (99.46) 14.00 Hire Charges On Vehicle Loan 0.63 1.22 1.01 (0.50) Payment Of Interest (388.18) (692.12) (577.64) (431.00) Net Cash Generated From Financing Activities (C) 146.34 (933.01) 88.79 (701.02) Net Increase In Cash & Cash Equivalents (1.62) 16.21 3.67 18.97 Cash & Cash Equivalent At Beginning 195.47 179.26 175.58 156.61 Cash & Cash Equivalent At The End Of The Year 193.86 195.47 179.26 175.58 BREAK-UP OF CASH AND CASH EQUIVALENT AT THE END OF THE YEAR ENDED CASH 0.77 1.61 1.78 1.15 BANK INCLUSIVE OTHER BANK BALANCES 193.09 193.86 177.49 174.43 TOTAL 193.86 195.47 179.26 175.58 Change in Liability Arising from Financing Activities (₹) in Millions As at As at Particulars March 31, Cash flow Others September 2025 30, 2025 Non-current borrowings 15.67 (2.53) - 13.14 Current borrowings 6,747.68 406.42 - 7,154.10 Total 6,763.35 403.89 - 7,167.24 (₹) in Millions As at As at April Particulars Cash flow Others March 31, 1, 2024 2025 Non-current borrowings (including current maturities) 23.08 (7.41) - 15.67 Current borrowings 7,052.38 (304.70) - 6,747.68 Total 7,075.46 (312.11) - 6,763.35 (₹) in Millions As at As at April Particulars Cash flow Others March 31, 1, 2023 2024 Non-current borrowings (including current maturities) 114.53 (91.45) - 23.08 Current borrowings 6,295.49 756.89 - 7,052.38 Total 6,410.02 665.44 - 7,075.46 305(₹) in Millions As at As at April Particulars Cash flow Others March 31, 1, 2022 2023 Non-current borrowings (including current maturities) 181.23 (66.70) - 114.53 Current borrowings 6,498.31 (202.82) - 6,295.49 Total 6,679.54 (269.52) - 6,410.02 The Above Cash Flow Statement Has Been Prepared Under The 'Indirect Method' As Set Out In Ind As 7, 'Statement Of Cash Flows'. The Accompanying Notes Form An Integral Part Of The Consolidated Financials Statements. This Is The Consolidated Cash Flow Statement Referred To In Our Report Of Even Date. For Pramod K. Sharma & Co. For and on behalf of the Board of Directors of. (Chartered Accountants) (Amir Chand Jagdish Kumar (Exports) Limited) Firm's Registration No : 007857C Sd/- Sd/- Sd/- CA. PRAMOD SHARMA JAGDISH KUMAR SURI RAHUL SURI (Membership No.076883) (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR) UDIN : 26076883KZCSVA3782 ( DIN.00012690) ( DIN.00012654) PLACE: NEW DELHI PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 DATE: December 29, 2025 Sd/- Sd/- ANUJ VERMA SADHNA KHURANA (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY) PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 306AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED CIN: U15312DL2003PLC121979 RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY B. Restated Other Equity (1) As at September 30, 2025 Reserves and Surplus (₹) in Millions Other Reserves and Surplus Retained Securities General Reserve Comprehensive Total Earnings Premium Income Balance as at March 31, 2025 2033.90 447.80 490.44 (0.71) 2971.43 Add/Less: Total Comprehensive income 486.54 - - 0.56 487.10 Transfer (to)/from General Reserve - - - - - Transfer (to)/from Other Comprehensive Income - - - - 0.00 Transfer (to)/from equity share capital - - - - 0.00 Any Change in the respective period - - 122.44 - 122.44 Balance as at September 30, 2025 2520.44 447.80 612.88 (0.15) 3580.97 (2) As at March 31, 2025 Reserves and Surplus (₹) in Millions Other Reserves and Surplus Retained Securities General Reserve Comprehensive Total Earnings Premium Income Balance as at March 31, 2024 2187.24 447.80 423.20 2.15 3060.40 Add/Less: Total Comprehensive income 608.22 - - 3.21 611.43 Transfer (to)/from General Reserve - - - - - Transfer (to)/from Other Comprehensive Income 1 .69 - - (2.10) (0.41) Transfer (to)/from equity share capital (763.26) - - - (763.26) Any Change in the respective period - - 67.24 (1.53) 65.70 Transfer (to)/from from Retained Earnings (2.43) (2.43) Balance as at March 31, 2025 2033.90 447.80 490.44 (0.71) 2971.43 (3) As at March 31, 2024 Reserves and Surplus (₹) in Millions Other Reserves and Surplus Retained Securities General Reserve Comprehensive Total Earnings Premium Income Balance as at March 31, 2023 1,883.10 447.61 423.20 0.11 2,754.03 Add/Less: Total Comprehensive income 3 04.05 - - 2 .31 306.36 Transfer (to)/from General Reserve - - - (0.18) (0.18) Transfer (to)/from Other Comprehensive Income 0 .09 0 .18 (0.09) 0 .18 Transfer (to)/from from Retained Earnings - - - - - Balance as at March 31, 2024 2 ,187.24 4 47.80 4 23.20 2 .15 3 ,060.39 307AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED CIN: U15312DL2003PLC121979 RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (4) As at March 31, 2023 Reserves and Surplus (₹) in Millions Other Reserves and Surplus Retained Securities General Reserve Comprehensive Total Earnings Premium Income Balance As at March 31, 2022 1,720.15 435.61 423.20 0 .10 2,579.05 Add/Less: Total Comprehensive income 1 74.96 - - 0 .02 174.98 Transfer (to)/from General Reserve (12.00) - - - (12.00) Transfer (to)/from Other Comprehensive Income - - - - - Transfer (to)/from from Retained Earnings - 1 2.00 - - 12.00 Balance as at March 31, 2023 1 ,883.10 4 47.61 4 23.20 0 .11 2 ,754.03 The above statement should be read with Statement of adjustments to Restated Financial Information in Annexure-IV and Material Accounting Policies forming part of the Restated Consolidated Financial Statement in Annexure-V with Notes to Restated Consolidated Financial Statement For Pramod K. Sharma & Co. For and on behalf of the Board of Directors of. (Chartered Accountants) (Amir Chand Jagdish Kumar (Exports) Limited) FIRM'S REGISTRATION NO : 007857C Sd/- Sd/- Sd/- CA. PRAMOD SHARMA JAGDISH KUMAR SURI RAHUL SURI (Membership No.076883) (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR) UDIN : 26076883KZCSVA3782 ( DIN.00012690) ( DIN.00012654) PLACE: NEW DELHI PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 DATE: December 29, 2025 Sd/- Sd/- ANUJ VERMA SADHNA KHURANA (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY) PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 308AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED (ANNEXURE - V) CIN: U15312DL2003PLC121979 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FORMING PART OF THE RESTATED C ONSOLIDATED FINANCIALS STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: A. COMPANY INFORMATION Amir Chand Jagdish Kumar (Exports) Limited (the Company) "is a public limited company having its registered office at 2735, Shop No.9, Mohan Lal Palace, Naya Bazar, Delhi, Delhi, India, 110006 (there was no change of registered office in any of the reported financial years) was incorporated under the Indian Companies Act, 1956 with its subsidiary i.e. collectively referred to as "the Group")" & an ISO 22000:2018 company, company promoted by Mr. Jagdish Kumar Suri, having more than 40 years of expertise in the rice industry. The Company's manufacturing and processing facilities are fully equipped with automatic online rice processing machineries having total capacity of 550800 Metric Ton yearly of rice and facilitate co-power generation through Biomass turbine having capacity 950 KW and Solar panels having capacity of generating 997 KW. The Company has made its marks in more than 38 countries and has established a goodwill with its prime Brands like "Aeroplane". B. BASIS OF PREPARATION The Company's Restated financial statements and information have been prepared in accordance with Indian Accounting Standards (IndAS) as prescribed under Section 133 of the Companies Act ,2013 read with Companies (Indian Accounting Standards) Rules ,2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and relevant provisions of the Companies Act, 2013 and the provisions of the RBI guidelines/regulations to the extent applicable on an accrual basis. The company adopted Indian Accounting Standards (IndAS) as prescribed under Section 133 of the Companies Act ,2013 w.e.f. April 1st 2021 The financial statements have been prepared on a historical cost convention except for the certain financial assets & liabilities measured at fair value (refer accounting policy regarding financial instruments) at the end of each reporting period as explained in the accounting policies below. The financial statements are presented in Indian Rupees (Rs.), which is also the Company’s functional currency, and all values are recorded to the nearest Millions, except where otherwise indicated. Accounting policies followed in the preparation of these financial statements are consistent with the previous year. And there are no changes in accounting policies in any of the last three financial years and for the period ended September 30th, 2025. The Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in the Draft Red Herring Prospectus (‘DRHP’) to be filed by the Company with the Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited and BSE Limited in connection with proposed Initial Public Offering (“IPO”) of its equity shares of the Company comprising of a fresh issue of equity shares (the “Offer”). The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company, have been prepared in accordance with the requirements of : (a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act"); (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( “ICDR”) as amended from time to time; and (c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) as amended (the “Guidance Note”) Restated Consolidated Financial Information: (a) do not require any adjustments for the changes in accounting policies or material errors (b) do not require any adjustment for modification as there is no modification in the underlying audit report. (c) appropriate regroupings have been made retrospectively in the financial year ended March 31st, 2025, March 31st, 2024 and March 31st, 2023, in order to bring them in line with the presentation as per the Audited Consolidated financial statement for the period ended September 30, 2025 These Restated Consolidated Financial Information have been prepared for the Group as a going concern basis These Restated Consolidated Financial Information have been compiled from: (a) Audited Consolidated Ind AS financial statements of the Group as at and for the years ended March 31st, 2025, March 31st, 2024 and March 31st, 2023. (b) Audited Consolidated Special Purpose Interim IND AS Financial Statement of the Group for the period ended September 30th , 2025. 309Principles of Consolidation (a) The financial statements of the Company and its subsidiaries are combined on a line-by-line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intragroup transactions. (b) Profits or losses resulting from intra-group transactions that are recognised in assets, such as Inventory and Property, Plant and Equipment, are eliminated in full. C. Significant accounting judgments, estimates and assumptions The preparation of the financial statements in conformity with Indian Accounting Standards (IndAS) requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities as of the balance sheet date, reported amounts of revenues and expenses for the period ended and disclosure of contingent liabilities as of the balance sheet date along with their disclosures. The estimates and assumptions used in these financial statements are based upon management’s evaluation of the relevant facts and circumstances as on the date of the financial statements. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Actual results may differ from those estimates. Any revision to accounting estimates is recognized prospectively. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. · Taxes Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. · Fair value measurement of financial instruments When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors c ould affect the reported fair value of financial instruments. · Employee benefit plans The cost of defined benefit gratuity plan and other post-employment benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response t o demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates. · Estimation of provisions and contingencies Provision for expected credit losses of trade receivables and contract assets Impairment of financial assets The impairment provision for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Estimated impairment allowance on trade receivables is based on the aging of the receivable balances and historical experiences. Individual trade receivables are written off when management deems them not to be collectible. D . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1) Current versus non-current classification The Company presents assets and liabilities in the Consolidated balance sheet based on current/ noncurrent classification. An asset is treated as current when it is: (i) Expected to be realised or intended to be sold or consumed in normal operating cycle, (ii) Held primarily for the purpose of trading, (iii) Expected to be realised within twelve months after the reporting period, or (iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: (i) It is expected to be settled in normal operating cycle, (ii) It is held primarily for the purpose of trading, (iii) It is due to be settled within twelve months after the reporting period, or (iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. 310Deferred tax assets and liabilities are classified as noncurrent assets and liabilities. Operating cycle for current and non-current classification The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle. 2) Fair value measurement of financial instruments 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: (i) In the principal market for the asset or liability, or (ii) In the absence of a principal market, in the most advantageous market for the asset or liability The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the Consolidated financial 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 financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the 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. In determining the fair value or its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value includes discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result from general approximation of value and the same may differ from the actual realised value. 3) REVENUE RECOGNITION The Company is engaged in the business of processing, packaging and trading of Rice and other Fast-moving consumer goods, the portfolio of the business can be broadly categorised into Rice and other Fast-moving consumer product. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, if any. The Company recognizes revenue when it transfers control over a product or service to a customer. The standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. As required by Ind-AS 115 a five-step process must be applied before revenue can be recognised: 1) identify contracts with customers 2) identify the separate performance obligation 3) determine the transaction price of the contract 4) allocate the transaction price to each of the separate performance obligations, and 5) recognise the revenue as each performance obligation is satisfied. Sale of Goods Sale of goods is recognized when control of the goods has transferred to the customers, depending on individual terms. i.e. at the time of dispatch, delivery or formal customer acceptance depending on agreed terms. Sales are recognised net of Goods and Service tax, trade discounts. Royalty Income Royalty Income is recognised based on agreements/arrangements with the customers as the service is performed using the proportionate completion method, when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service and is recognised net of applicable taxes. Dividend income Dividend is recognised when the Company’s right to receive the payment is established, which is generally when shareholders approve the dividend. Interest income Interest income is recognized using the time proportion method based on the rates implicit in the transaction. 3114) PROPERTY PLANT & EQUIPMENT (PPE) Tangible Assets: Property Plant & Equipment are stated at cost of acquisition less accumulated depreciation and impairment loss, if any. The cost of acquisition includes direct cost attributable to bringing the assets to their present location and working condition for their intended use. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date and excludes any tax for which input credit is taken. Subsequent expenditure is capitalised only when it increases the future economic benefits for its intended from the existing assets beyond its previously assessed standard of performance. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives and capitalises cost of replacing such parts if capitalisation criteria are met. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized. Assets individually costing Rs. 5000 or less are expensed out in the year of acquisition. Intangible Assets: Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. 5) DEPRECIATION Depreciation on Tangible assets: Depreciation is provided on the written down value method over the useful life of the assets as specified in Schedule II of the Companies Act, 2013. Depreciation is charged on a pro-rata basis from / up to the date of acquisition /sale or disposal. The Company has used the following useful lives as prescribed in Schedule II of the Companies Act, 2013 Asset Class Details Freehold land Not Depreciable Building 30 Years/60 Years Plant & Equipment 15 Years/25 Years Electrical Installations 10 Years Office Equipment 5 Years Furniture & Fixtures 10 Years Computers and data processing equipment’s 3 Years/ 6 Years Vehicle 8 Years/ 10 Years 6) IMPAIRMENT OF ASSETS As at the end of each accounting year, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the said assets are tested for impairment so as to determine the impairment loss, if any. The intangible assets with indefinite life are tested for impairment each year. Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined: (i) In the case of an individual asset, at the higher of the net selling price and the value in use; and (ii) In the case of a cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use. The amount of value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of the Company suitably adjusted for risks specified to the estimated cash flows of the asset). For this purpose, a cash generating unit is ascertained as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss. 3127) FINANCIAL INSTRUMENTS A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Subsequent measurement of financial assets: All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification financial assets. Following are the categories of financial instrument: a) Financial assets at amortised cost b) Financial assets at fair value through other comprehensive income (FVTOCI) c) Financial assets at fair value through profit or loss (FVTPL) a) Financial assets at amortised cost - Financial assets are subsequently measured at amortised cost using the effective interest rate method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in the statement of profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables, loans and other financial assets. b) Financial assets at fair value through other comprehensive income (FVTOCI) - Debt financial assets measured at FVOCI: Debt instruments are subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI financial assets is reported as interest income using the EIR method. c) Financial assets at fair value through profit or loss (FVTPL) - Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading. Other financial assets such as unquoted Mutual funds are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when: a) the rights to receive cash flows from the asset have expired, or b) the Company has transferred its rights to receive cash flows from the asset, and (i) the Company has transferred substantially all the risks and rewards of the asset, or (ii) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. On derecognition of a financial asset in its entirety, the differences between the carrying amounts measured at the date of derecognition and the consideration received is recognised in the Statement of Profit and Loss. 313Impairment of financial assets In accordance with Ind AS 109, the Company applies expected credit loss (‘ECL’) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure: a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables and bank balance b) Financial assets that are debt instruments and are measured at FVTOCI. c) Financial guarantee contracts which are not measured as at FVTPL. The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date. ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider: 1. All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument 2. Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the Statement of Profit and Loss. This amount is reflected under the head ‘other expenses’ in the Statement of Profit and Loss. In the balance sheet, ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings. Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss. Gains or losses on liabilities held for trading are recognised in the profit or loss Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/losses are not subsequently transferred to P&L. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. Loans and borrowings This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. 314Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to b orrowings. De-recognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss. Financial guarantee contracts Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Reclassification of financial assets The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities s imultaneously. 8) Inventories The Inventories have been valued at cost or net realizable value whichever is lower. The Inventory is physically verified by the management at regular intervals. Cost of Inventory comprises of Cost of Purchase, Cost of Conversion and other Costs incurred to bring them to their respective present location and condition. 9) Employee Benefit Expenses Short term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and short term compensated absences, etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. Defined Benefit Plan Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on Projected Unit Credit Method made at the end of the financial year. Actuarial gains and losses for both defined benefit plans are recognized in full in the period in which they occur in the statement of OCI. Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Consolidated balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss: • Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and • Net interest expense 31510) Taxation Current Tax: Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Current income tax relating to items recognised outside profit or loss are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where a ppropriate. Deferred Tax: Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax relating to items recognised outside profit or loss is recognised outside profit and loss (either in other comprehensive income or in equity). 11) Borrowing costs Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds including interest expense calculated using the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset until such time as the assets are substantially ready for the intended use or sale. All other borrowing costs are expensed in the period in which they occur. 12) Provisions, Contingent Liabilities & Contingent Assets Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. A provision for onerous contracts is recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract. Contingent liability is disclosed in the case of: • a present obligation arising from past events, when it is not probable that an outflow of resources will be required to see the obligation; • a present obligation arising from past events, when no reliable estimate is possible: • a possible obligation arising from past events, unless the probability of outflow of resources is remote. A contingent asset is disclosed where an inflow of economic benefits is probable. Provisions, contingent liability & contingent asset are reviewed at each balance sheet. 13) Earnings Per Share Basic earnings per share is calculated by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earing per share adjusts the figures used in determination of basic earnings per share to take into account the conversion of all dilutive potential equity shares. 31614) Leases Where the Company is 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 impairment losses, and adjusted for any remeasurement 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. The right-of-use assets are also subject to impairment. Lease Liabilities 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, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. 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. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases (i.e. Those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. 15) Investment in Shares of Company ACJK Foods Private Limited was incorporated as Wholly Owned Subsidiary on November 11th, 2020. 16) Events after reporting date Where events occur after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the Restated Consolidated Financial Information. Otherwise, events after the balance sheet date of material size or nature are only disclosed 317Note No 1: Restated Property Plant & Equipment (₹) in Millions Office Factory Plant Office Computer Furniture Particular Land Vehicles Total Building Building Machinery Equipments Equipments Fixtures Gross Value As at March 31, 2022 1 02.33 4 8.92 2 4.59 9 32.96 0 .31 0 .75 1 7.35 1 5.18 1 ,142.40 Additions for the year - - - 1 3.95 0 .08 0 .06 - 3 .62 1 7.71 Disposals/capitalised - - - - - - - 3 .48 3 .48 As at March 31, 2023 1 02.33 4 8.92 2 4.59 9 46.90 0 .39 0 .81 1 7.35 1 5.33 1 ,156.63 Additions for the year - - - 9 .48 0 .14 0 .22 - 1 9.48 2 9.31 Disposals/capitalised 0 .16 - - 0 .09 0 .02 - - 0 .02 0 .29 As at March 31, 2024 1 02.18 4 8.92 2 4.59 9 56.29 0 .51 1 .03 1 7.35 3 4.79 1 ,185.66 Additions for the year 4 .58 - - 1 2.86 0 .04 0 .19 0 .05 - 1 7.72 Disposals/capitalised - - - - - - - 8 .72 8 .72 As at March 31, 2025 1 06.75 4 8.92 2 4.59 9 69.15 0 .55 1 .23 1 7.41 2 6.07 1 ,194.66 Additions for the year - - - 1 4.45 0 .15 0 .38 0 .43 - 1 5.41 Disposals/capitalised - - - - - - 0 .18 0 .18 As at September 30, 2025 1 06.75 4 8.92 2 4.59 9 83.60 0 .70 1 .61 1 7.83 2 5.90 1 ,209.89 Accumulated depreciation For the financial year ended March 31, 2022 - 0 .89 1 .13 6 3.58 0 .04 0 .14 1 .66 3 .37 7 0.81 Additions for the year - 0 .92 1 .13 6 3.66 0 .06 0 .16 2 .62 2 .28 7 0.84 Disposals/capitalised - - - - - - - 3 .29 3 .29 For the financial year ended March 31, 2023 - 1 .81 2 .27 1 27.24 0 .10 0 .30 4 .28 2 .36 1 38.36 Additions for the year - 0 .92 1 .13 6 3.28 0 .05 0 .17 2 .35 2 .97 7 0.87 Disposals/capitalised - - - 0 .09 0 .02 - - 0 .02 0 .12 For the financial year ended March 31, 2024 - 2 .73 3 .40 1 90.43 0 .13 0 .47 6 .63 5 .31 2 09.11 Additions for the year - 0 .92 1 .13 6 0.04 0 .06 0 .13 1 .56 3 .91 6 7.75 Disposals/capitalised - - - - - - - 8 .28 8 .28 For the financial year ended March 31, 2025 - 3 .65 4 .53 2 50.48 0 .20 0 .60 8 .19 0 .94 2 68.58 Additions for the year - 0 .46 0 .57 2 8.44 0 .04 0 .10 0 .57 1 .95 3 2.13 Disposals/capitalised - - - - - - - - - For the financial year ended September 30, - 4 .11 5 .10 2 78.91 0 .24 0 .69 8 .76 2 .89 3 00.71 2025 318(₹) in Millions Office Factory Plant Office Computer Furniture Particular Land Vehicles Total Building Building Machinery Equipments Equipments Fixtures Net Carrying Amount As at March 31, 2023 1 02.33 4 7.11 2 2.33 8 19.66 0 .29 0 .51 1 3.07 1 2.97 1 ,018.28 As at March 31, 2024 1 02.18 4 6.19 2 1.19 7 65.86 0 .38 0 .56 1 0.72 2 9.48 9 76.55 As at March 31, 2025 1 06.75 4 5.27 2 0.06 7 18.67 0 .35 0 .63 9 .22 2 5.14 9 26.08 As at September 30, 2025 1 06.75 4 4.81 1 9.49 7 04.68 0 .46 0 .91 9 .07 2 3.01 9 09.19 Note 2 : Restated Capital Work-in-Progress (₹) in Millions Particular Amount As at March 31, 2022 1 6.02 Additions for the year - Disposals/capitalised - As at March 31, 2023 1 6.02 Additions for the year 0 .94 Disposals/capitalised - As at March 31, 2024 1 6.96 Additions for the year - Disposals/capitalised - As at March 31, 2025 16.96 Additions for the year Disposals/capitalised As at September 30, 2025 16.96 Net Carrying Amount As at March 31, 2023 1 6.02 As at March 31, 2024 1 6.96 As at March 31, 2025 1 6.96 As at September 30, 2025 1 6.96 319Note 2A: Ageing schedule for Capital Work-in-Progress: (₹) in Millions Amount in CWIP for a period of April 1, 2025 to Total September 30, 2025 CWIP Less than More than 3 1-2 years 2-3 years 1 year years Projects in progress - - - 16.96 16.96 Projects temporarily suspended - - - - - (₹) in Millions Amount in CWIP for a period of April 1, 2024 to Total March 31, 2025 CWIP Less than More than 3 1-2 years 2-3 years 1 year years Projects in progress - - - 16.96 16.96 Projects temporarily suspended - - - - - (₹) in Millions Amount in CWIP for a period of April 1, 2023 to Total March 31, 2024 CWIP Less than More than 3 1-2 years 2-3 years 1 year years Projects in progress - - - 16.96 16.96 Projects temporarily suspended - - - - - (₹) in Millions Amount in CWIP for a period of April 1, 2022 to Total March 31, 2023 CWIP Less than More than 3 1-2 years 2-3 years 1 year years Projects in progress - - - - - Projects temporarily suspended - - - 16.02 16.02 *1. Construction of Property was suspended during FY 2021-22 & FY 2022-23 due to a legal dispute between Developer i.e. Parsavnath Landmark Developers Pvt. Ltd and DMRC. Thus, the period of completion was underterminible during that period, However the work has resumed in FY 23-24 and is expected to complete in next 1-2 years. Note 2B: Work Overdue Schedule for Capital Work-in-Progress For period ended September 30, 2025 (₹) in Millions To be completed in CWIP Less than More than 3 1-2 years 2-3 years 1 year years Construction of Guest House 0.87 - - * * There are no cost over-runs, the Work-Overdue schedule depicts the amount that entity is still required to pay to the developer and time expected for completion of the project. 320Note 3 : Restated Investment Property (₹) in Millions Freehold Particular Land As at March 31, 2022 1 5.19 Additions for the year - Disposals 1 .07 Capitalised - As at March 31, 2023 1 4.12 Additions for the year - Disposals 0 .32 Capitalised As at March 31, 2024 1 3.80 Additions for the year - Disposals 0.67 Capitalised - As at March 31, 2025 13.14 Additions for the year - Disposals 0.20 Capitalised - As at September 30, 2025 12.94 (₹) in Millions Freehold Particular Land Accumulated depreciation As at March 31, 2022 - Additions for the year - Disposals/capitalised - As at March 31, 2023 - Additions for the year - Disposals/capitalised - As at March 31, 2024 - Additions for the year - Disposals/capitalised - As at March 31, 2025 - Additions for the year - Disposals/capitalised - As at September 30, 2025 - Net Carrying Amount As at March 31, 2023 1 4.12 As at March 31, 2024 1 3.80 As at March 31, 2025 1 3.14 As at September 30, 2025 1 2.94 321Note 4 : Restated Goodwill (₹) in Millions Particular Goodwill As at March 31, 2022 6 3.69 Additions for the year - Disposals/capitalised - As at March 31, 2023 6 3.69 Additions for the year - Disposals/capitalised - As at March 31, 2024 6 3.69 Additions for the year - Disposals/capitalised - As at March 31, 2025 63.69 Additions for the year Disposals/capitalised As at September 30, 2025 63.69 Accumulated depreciation & Impairement For the financial year ended March 31, 2022 5 0.95 Additions for the year - Disposals/capitalised - Impairement - For the financial year ended March 31, 2023 5 0.95 Additions for the year - Disposals/capitalised - Impairement - For the financial year ended March 31, 2024 5 0.95 Additions for the year - Disposals/capitalised - Impairement - For the financial year ended March 31, 2025 50.95 Additions for the year - Disposals/capitalised - Impairement - Six months period ended September 30, 2025 50.95 Net Carrying Amount As at March 31, 2023 1 2.74 As at March 31, 2024 1 2.74 As at March 31, 2025 1 2.74 As at September 30, 2025 1 2.74 * The Goodwill was generated on January 14th, 2005 as a result of acquisition of Proprietorship Amir Chand Jagdish Kumar. *EntitypresenteditsFinancialStatementsaspertraditionalAccountingStandardsprescribedbyCompaniesAct,2013untilFY2021-22(theyearin whichEntitywasrequiredtoadoptINDAS)andAsperAS14(AccountingforAmalgamation)Goodwillarisingonamalgamationistobeamortised totheincomeonaSystematicBasisoveritsusefullife,So,aspermanagement'sJudgementitwasappropriatetoamortizetheGoodwillovertheperiod of 20 years due to its extended benefit that the Entity would enjoy. *However,InFY2021-22,theEntitywasrequiredtoadoptIND-ASandasperIND-AS103,Goodwillarisingonamalgamationisonlytobetested for impairment as per IND-AS 36 and thus the Goodwill (carried forward amount as on March 31, 2021) is tested annually for impairement. 322Note 5 : Restated Other Intangible Assets (₹) in Millions Particular Trademark As at March 31, 2022 1 0.00 Additions for the year - Disposals/capitalised - As at March 31, 2023 1 0.00 Additions for the year - Disposals/capitalised - As at March 31, 2024 1 0.00 Additions for the year - Disposals/capitalised - As at March 31, 2025 10.00 Additions for the year - Disposals/capitalised - As at September 30, 2025 10.00 Accumulated depreciation For the financial year ended March 31, 2022 2 .50 Additions for the year 2 .50 Disposals/capitalised - For the financial year ended March 31, 2023 5 .00 Additions for the year 2 .50 Disposals/capitalised - For the financial year ended March 31, 2024 7 .50 Additions for the year 2.50 Disposals/capitalised - For the financial year ended March 31, 2025 1 0.00 Additions for the year Disposals/capitalised - Six months period ended September 30, 2025 1 0.00 Net Carrying Amount As at March 31, 2023 5 .00 As at March 31, 2024 2 .50 As at March 31, 2025 - As at September 30, 2025 - 323Non-Current Assets Note : Restated Financial Assets Note 6 : Restated Other Financial Assets (₹) in Millions Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Secuity Deposits (Non Current) 0.72 0 .49 0 .53 0 .73 Total 0.72 0 .49 0 .53 0 .73 Note 7 : Restated Other Non-Current Assets (₹) in Millions Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 (1) Advances other than capital advances (a) Statutory Deposits 10.48 1 0.48 10.28 9 .66 Total 10.48 1 0.48 10.28 9 .66 Current Assets Note 8 : Restated Inventories (₹) in Millions Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 a) Raw Materials 1) Paddy 40.44 5 64.92 487.79 2 3.36 2) Unfinished Rice 7,867.03 7 ,740.58 6,966.32 5 ,337.54 b) Work-in-Progress 1) Rice 53.53 2 8.12 62.18 - c) Finished goods 1) Rice 322.63 5 62.02 141.08 627.27 d) Stock-in-trade - 1) FMCG Goods 2.19 2 .67 2.28 1.48 e) Stores and spares - 1) Bardana & Hdpe Bags 414.36 3 79.92 305.18 281.48 f) By-Product 1.32 1 .30 0.57 - Total 8,701.49 9 ,279.52 7,965.39 6 ,271.13 Note 9 : Restated Financial Assets Note 9A : Restated Investments (₹) in Millions Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 (1) Investment in Mutual Funds 25.66 1 4.47 20.34 7 .41 Total 25.66 1 4.47 20.34 7 .41 324Classification of Investments (₹) in Millions Cost of Cost of Cost of Cost of Market Market Market Market Investment Investment Investment Investment Value as on Value as on Value as on Value as Particulars held as on held as on held as on held as on September March 31, March 31, on March September 30, March 31, March 31, March 31, 30, 2025 2025 2024 31, 2023 2025 2025 2024 2023 Aggregate amount of quoted investment 27.00 25.66 16.00 14.47 1 7.50 20.34 7.50 7.41 Aggregate amount of unquoted investment - - - - - - - - Aggergate amount of impairment in value of investment - - - - - - - - Total 27.00 25.66 16.00 14.47 1 7.50 20.34 7.50 7.41 (₹) in Millions Units as on NAV as on Units as on NAV as on Units as on NAV as on Units as on NAV as Particulars September 30, September March 31st, March 31, March 31st, March 31, March 31, on March 2025 30, 2025 2025 2025 2024 2024 2023 31, 2023 Union Mutual Fund-(1) 0.10 9.65 - - - - 0.03 15.29 Union Mutual Fund-(2) 0.60 8.36 - - - - 0.16 12.22 Boi Axa Liquid Mutual Fund 2.00 9.84 1.00 9.54 0 .75 10.10 - - Union Mutual Fund - - 0.60 8.21 0 .38 13.79 - - Boi Multi Cap Fund - - - - 0.50 15.08 0.50 9.98 Total 1.60 1 .63 0.69 Note 9B : Restated Trade Receivables (₹) in Millions Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 - Trade Receivables considered good - Secured - - - Trade Receivables considered good - Unsecured 4,524.87 4,505.39 3,242.02 3,098.47 - Trade Receivables which have significant increase in Credit Risk - - - Trade Receivables - credit impaired - - Total 4524.87 4505.39 3242.02 3098.47 325Trade Receivables ageing schedule as at September 30, 2025 (₹) in Millions Outstanding for following periods from due date of payment Particulars Less than 6 6 months -1 More than 3 Total 1-2 Years 2-3 years months year years (i) Undisputed Trade receivables — considered good 4,265.25 258.39 1.07 0.16 - 4,524.87 (ii) Undisputed Trade Receivables — which have significant increase in credit risk - - - - - - (iii) Undisputed Trade Receivables — credit impaired - - - - - - (iv) Disputed Trade Receivables—considered good - - - - - - (v) Disputed Trade Receivables — which have significant increase in credit risk - - - - - - (vi) Disputed Trade Receivables — credit impaired - - - - - - Trade Receivables ageing schedule As at March 31, 2025 (₹) in Millions Outstanding for following periods from due date of payment Particulars Less than 6 6 months -1 More than 3 Total 1-2 Years 2-3 years months year years (i) Undisputed Trade receivables — considered good 4,250.56 234.58 20.17 0.08 4,505.39 (ii) Undisputed Trade Receivables — which have significant increase in credit risk - - - - - - (iii) Undisputed Trade Receivables — credit impaired - - - - - - (iv) Disputed Trade Receivables—considered good - - - - - - (v) Disputed Trade Receivables — which have significant increase in credit risk - - - - - - (vi) Disputed Trade Receivables — credit impaired - - - - - - Trade Receivables ageing schedule As at March 31, 2024 (₹) in Millions Outstanding for following periods from due date of payment Particulars Less than 6 6 months -1 More than 3 Total 1-2 Years 2-3 years months year years (i) Undisputed Trade receivables — considered good 3,238.75 0.34 0.05 2.68 0 .20 3,242.02 (ii) Undisputed Trade Receivables — which have significant increase in credit risk - - - - - - (iii) Undisputed Trade Receivables — credit impaired - - - - - - (iv) Disputed Trade Receivables—considered good - - - - - - (v) Disputed Trade Receivables — which have significant increase in credit risk - - - - - - (vi) Disputed Trade Receivables — credit impaired - - - - - - 326Trade Receivables ageing schedule As at March 31, 2023 (₹) in Millions Outstanding for following periods from due date of payment Particulars Less than 6 6 months -1 More than 3 Total 1-2 Years 2-3 years months year years (i) Undisputed Trade receivables — considered good 3,088.66 7.69 0.05 0.55 1 .52 3,098.47 (ii) Undisputed Trade Receivables — which have significant increase in credit risk - - - - - - (iii) Undisputed Trade Receivables — credit impaired - - - - - - (iv) Disputed Trade Receivables—considered good - - - - - - (v) Disputed Trade Receivables — which have significant increase in credit risk - - - - - - (vi) Disputed Trade Receivables — credit impaired - - - - - - Note:Noamountisreceivablefromdirectorsorotherofficersofthecompanyoranyofthemeitherseverallyorjointlywithanyotherpersonordebts due by firms or private companies respectively in which any director is a partner or a director or a member. Note 9C : Restated Cash and Cash Equivalents (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 - Cash on Hand 0.77 1.61 1.78 1.15 - Balances With Banks Balance With Scheduled Banks a) In Current Accounts 56.15 50.29 13.31 70.64 b) Term deposits having maturity not greater than 3 months - 7.47 - 15.67 Total 5 6.92 5 9.37 1 5.09 8 7.46 Note 9D : Restated Bank Balance other than covered above (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 Bank deposits with less than 12 months maturity 136.94 136.10 164.18 88.12 Total 1 36.94 1 36.10 1 64.18 8 8.12 1) Pledge of Term Deposits with Bank of India as colleteral security Rs. 120.81 Millions. 2) Non-fund Based facilities - Union Bank of India against Bank gurantees Rs. 42.94 Millions. 327Note 9E : Restated Other Financial Assets (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 Secuity Deposits 0.00 0.01 48.66 0.00 Other receivable 414.93 438.00 179.90 201.71 Total 4 14.93 4 38.01 2 28.56 2 01.71 Note 10 : Restated Other Current Assets (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 Pre-paid Expenses 23.97 40.51 25.25 18.18 Advances to suppliers 415.51 37.07 141.10 41.61 Advances to Staff 0.90 - - - Total 4 40.38 7 7.58 1 66.35 5 9.78 Note - Movement in Contract Assets (₹) in Millions Balance as April 1, 2022 2 25.64 Net Increase/decrease ( 184.03) Balance As at March 31, 2023 4 1.61 Net Increase/decrease 9 9.49 Balance As at March 31, 2024 1 41.10 Net Increase/decrease ( 104.03) Balance As at March 31, 2025 3 7.07 Net Increase/decrease 3 78.44 Balance As at September 30, 2025 4 15.51 Equity Note 11 : Restated Equity Share Capital As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars Number of (₹) in Number of (₹) in Number of (₹) in Number of (₹) in shares Millions shares Millions shares Millions shares Millions (A) Authorised, issued, subscribed and paid-up share (a) Authorised Share Capital Equity Shares of Rs.10 each (September 30, 2025: 12,00,00,000 March 31, 2025: 12,00,00,000; March 31, 2024: 75,00,000; March 31st, 2023: 75,00,000) 12,00,00,000 1,200.00 1 2,00,00,000 1,200.00 7 5,00,000 7 5.00 7 5,00,000 7 5.00 (b) Issued, subscribed and paid up Equity Shares of Rs.10 each (September 30, 2025: 8,27,96,840 March 31, 2025: 8,20,41,028; March 31, 2024: 54,38,700; March 31, 2023: 54,38,700; March 31, 2022: 54,38,700) 8,27,96,840 827.9684 8 ,20,41,028 820.41 5 4,38,700 5 4.39 5 4,38,700 5 4.39 32811.1) Reconciliation of numbers of equity shares outstanding at the beginning and at the end of the year No. of No. of Shares No. of No. of Shares as at Shares Shares Particulars As at September 30, as at March As at March March 31, 2025 31, 2025 31, 2024 2023 Equity shares as at the beginning of the year/period 8 ,20,41,028 54,38,700 5 4,38,700 5 4,38,700 Add : Preferential shares issued as on August 24, 2024 13,158 - - Add : Bonus Shares issued as on September 11, 2024 7,63,26,012 - - Add : Preferential issue as on September 23, 2024 2,63,158 - - Add : Preferential issue as on August 20th, 2025 7 ,55,812 Equity shares as at the end of the year/period 8 ,27,96,840 8,20,41,028 5 4,38,700 5 4,38,700 11.2) Rights, Preferences and Restrictions Attached to Equity Shares of Rs.10: 11.3) Details of shareholders holding more than 5% shares in the Company As at March 31st, Name of the shareholders As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 2023 No. of Shares % of No. of Shares % of No. of % of No. of % of Particulars held Holding held Holding Shares held Holding Shares held Holding Jagdish Kumar Suri 7,41,01,350 89.50% 7 ,41,01,350 90.32% 4 9,40,000 90.83% 4 9,40,000 90.83% Rahul Suri 68,78,850 8.31% 6 8,78,850 8.38% 4 ,58,500 8.43% 4 ,58,500 8.43% Total 8,09,80,200 97.81% 8 ,09,80,200 98.71% 5 3,98,500 99.26% 5 3,98,500 99.26% 11.4) For the period of five years immediately preceding the date at which the Balance Sheet is prepared, the company has not:- a) allotted any shares as fully paid up pursuant to contract without payment being received in cash; b) bought back any class of shares 11.5) The company has issued 7,63,26,012 Bonus shares in the ratio 14 Equity shares for each 1 equity shares held by them on the record date August 27, 2024. The company has utilised the free reserves available with the company as on the record date.no revaluation reserves have been utilised 11.6) Shareholding of Promoter & Promoter Group Shares held by promoter and promoter group at the period ending September 30, 2025 %of total Promoter & Promoter Group No. of Shares % Change during the period shares Equity Shares of Rs.10 each Jagdish Kumar Suri 7,41,01,350 89.50% 0.00 % Rahul Suri 68,78,850 8.31% 0.00 % Ramnika Suri 3,00,000 0.36% 0.00 % Jasmine Suri 1,50,000 0.18% 0.00 % Siya Malhotra 1,50,000 0.18% 0.00 % Nishi Saigal 300 0.00% 0.00 % Total 8,15,80,500 98.53% Shares held by promoter and promoter group at the year ending March 31, 2025 %of total Promoter & Promoter Group No. of Shares % Change during the period shares Equity Shares of Rs.10 each Jagdish Kumar Suri 7,41,01,350 90.32% 1400.03 % Rahul Suri 68,78,850 8.38% 1400.29 % Ramnika Suri 3,00,000 0.37% 1400.00 % Jasmine Suri 1,50,000 0.18% 1400.00 % Siya Malhotra 1,50,000 0.18% 1400.00 % Nishi Saigal 300 0.00% 100.00 % Total 8,15,80,500 99.44% Shares held by promoter and promoter group at the year ending March 31, 2024 %of total Promoter & Promoter Group No. of Shares % Change during the year shares 329Equity Shares of Rs.10 each Jagdish Kumar Suri 49,40,000 90.83% 0.00% Rahul Suri 4,58,500 8.43% 0.00% Ramnika Suri 20,000 0.37% 0.00% Jasmine Suri 10,000 0.18% 0.00% Siya Malhotra 10,000 0.18% 0.00% Total 54,38,500 100.00% Shares held by promoter and promoter group at the year ending March 31, 2023 %of total Promoter & Promoter Group No. of Shares % Change during the year shares Equity Shares of Rs.10 each Jagdish Kumar Suri 49,40,000 90.83% 0.00% Rahul Suri 4,58,500 8.43% 0.00% Ramnika Suri 20,000 0.37% 0.00% Jasmine Suri 10,000 0.18% 0.00% Siya Malhotra 10,000 0.18% 0.00% Total 54,38,500 100.00% 330Note 12 : Restated Other Equity (₹) in Millions As at March 31st, Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 2023 Retained Earnings As per last Balance Sheet 2,033.90 2,187.25 1,883.11 1,720.15 Profit for the year 486.54 608.22 304.05 174.96 Transfer (to)/from General Reserve - - (12.00) Issue of Bonus Shares (763.26) Transfer (to)/from Other 1.69 0.09 Comprehensive Income 2,520.45 2,033.90 2,187.25 1,883.11 General Reserve As per last Balance Sheet 447.80 447.80 447.61 435.61 Transfer (to)/from Retained - Earnings - - 12.00 Transfer (to)/from Other - - 0.18 Comprehensive Income 447.80 447.80 447.80 447.61 Securities Premium As per last Balance Sheet 490.44 423.20 423.20 423.20 Any Change in the respective FY 122.44 67.24 - - 612.88 490.44 423.20 423.20 Other Comprehensive Income As per last Balance Sheet (0.71) 2.15 0.11 0.10 Add/Less: Total Comprehensive 0.56 income for the Previous year 3.21 2.31 0.02 Any Change in the respective period (1.53) Transfer (to)/from General Reserve - (0.18) - Transfer (to)/from from Retained (2.43) Earnings Transfer (to)/from Other (2.10) (0.09) Comprehensive Income (0.15) (0.71) 2.15 0.11 Total 3 ,580.97 2,971.43 3 ,060.40 2 ,754.03 Nature & Purpose of Reserves: RetainedEarnings-Retainedearningsrepresenttheprofitacompanyhassavedovertimeandthereforetheportionthatcanbeusedtoreinvestinthe business (in new equipment, R&D, or marketing, among others) or distributed to shareholders. GeneralReserve-GeneralReserveistostrengthenthefinancialpositionofthecompanyandtherearenospecificpurposedefinedforthisreserveand thus can be used for many reasons. SecuritiesPremium-Securitiespremiumisthegainmadebytheorganisationonissuingofshareofacertainfacevalueforapricehigherthanthesaid face value and can be used for purpose defined under Section 52 of the Companies Act, 2013. 331Non-Current Liabilities Note 13 : Restated Financial Liabilities Note 13A : Restated Borrowings (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 a) Term loans (I) from banks 8.70 11.07 15.60 7.81 b)Loans from related parties - - - 99.46 (Loan form Directors) Total 8 .70 1 1.07 1 5.60 1 07.27 1. Union Bank Of India - Car loans I MG Hector Repayble in 24 ( AS ON 31.03.2025-30) monthly installments with 8.35% rate of interest II XUV- Repayble in 24 ( AS ON 31.03.2025-30) monthly installments with 8.35% rate of interest Security Secured by Hypothecation of Vehicle Guarantee Shri Jagdish Kumar Suri 2. UCO Bank - Car loan Repayble in 16 (AS ON 31.03.2025-22 ) monthly installments with 8.15% rate of interest Security Secured by Hypothecation of Vehicle No Guarantee provided 3. Axis Bank - Car loan Repayble in 37 ( AS ON 31.03.2025- 43 ) monthly installments with 8.75% rate of interest Security Secured by Hypothecation of Vehicle Note 14 : Restated Provisions (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 Gratuity 4.02 3.82 3.38 2.82 Total 4 .02 3 .82 3 .38 2 .82 Note 15 : Restated Deferred Tax Liabilities (Net) (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 35.10 38.38 47.59 56.73 (a) Deferred Tax Liabilities (Net) Total 35.10 3 8.38 4 7.59 56.73 Deffered Tax Liabilities (Net) (₹) in Millions As at As at As at As at March Particulars September March 31, March 31, 31, 2025 30, 2025 2024 2023 Opening balance 3 8.38 4 7.59 5 6.73 6 4.75 Deferred tax Liabilities in relation to: Difference in Depreciation as per Income Tax Act & Depreciation assessed as per ( 3.23) ( 9.10) ( 9.06) ( 7.94) Provision for Gratuity ( 0.05) ( 0.11) ( 0.14) ( 0.08) Deferred tax Closing balance 3 5.10 3 8.38 4 7.59 5 6.73 Recognised in Profit or Loss (3.28) (9.22) (9.21) (8.03) 332Note 16 : Restated Other Non-Current Liabilities (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 a) Other Non Current Liabilities - 4 1.72 4 1.72 Trade -(Performance Security)* - Total - - 4 1.72 4 1.72 Business advance against performance security Current Liabilities Note 17 : Restated Financial Liabilities Note 17A : Restated Borrowings (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 a) Loans repayable on demand (I) loans from banks 7,154.09 6,747.67 7,052.37 6,295.49 b) Non-current borrowings maturing in next 12 months 4.44 4.59 7.46 7.25 c) Receivables Discounted from banks 230.15 1,077.25 700.76 265.29 7 ,388.69 7 ,829.51 7 ,760.60 6 ,568.03 Working Capital facilities & Non-fund Based facilities financed under Consortium Banking lead by Bank of India with other member banks are Union Bank of India and Indian Bank Prinicipal Security Working Capital facilities i) First par passu on Stocks & Book Debts. ii) First pari passu charge on export recelvables not of negotiation/purchase. Non-fund Based facilities i) Pledge of TDR- Margin (15%) for BG/ LC facilities. ii) Pledge of TDR - Margin (25%) fort LCs for Capital Goods Collateral Security For WCFB & NFB limit 1) First pari passu charge by way of EQM of land owned by Mr. Jagdish Kumar Suri at Safidon, Haryana, 2) First pari passu charge by way of EQM of Freehold residential plot no. 659, Block A, Sushant Lok, Phase I, Gurgaon, Haryana in the name of the 3) First pari-passu charge by way of pledge of TDR of Rs.103.20 millons (principle value) and interest accured thereon. 4) First pari passu charge by way of hypothecation (residual value) of company's moveable fixed assets. 5) First pari passu charge on the industrial land & building and Plant & Machinery situated at Ajnala Road, Village Mehlanwala and Village Dalam, District Amritsar, Punjab 6) First pari passu charge on entire fixed assets including Land and Building, plant and machinery at Village Mehlanwala and Village Dalam, District Amritsar, Punjab 7. First pari passu charge on Vacant Land admeasuring 450 Sq Mtrs located at A- 652, Sushant Lok, Phase-1, Gurgaon, Haryana in the name of Mr Jagdish Kumar Suri and Mr Rahul Suri. Personal Guarantee (1) Shri Jagdish Kumar Suri (2) Shri Rahul Suri S/o Mr. Jagdish Kumar Suri (3) Smt Ramnika Suri W/0 Mr. Jagdish Kumar Suri 333Note 17B : Restated Trade Payables (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 a) MSME - - - b) Others 1,535.91 1,458.54 552.67 1,011.18 Total 1 ,535.91 1 ,458.54 5 52.67 1 ,011.18 Trade Payables ageing schedule As at September 30, 2025 (₹) in Millions Outstanding for following periods from due date of payment Particulars Total Less than 1 More than 3 1-2 years 2-3 years Yr years (i) MSME - - - - - (ii) Others 1,483.94 49.49 - 2.47 1,535.91 (iii) Disputed dues - MSME - - - - - (iv) Disputed dues - Others - - - - - Trade Payables ageing schedule As at March 31, 2025 (₹) in Millions Outstanding for following periods from due date of payment Particulars Total Less than 1 More than 3 1-2 years 2-3 years Yr years (i) MSME - - - - - (ii) Others 1,456.07 - - 2.47 1,458.54 (iii) Disputed dues - MSME - - - - - (iv) Disputed dues - Others - - - - - Trade Payables ageing schedule As at March 31, 2024 (₹) in Millions Outstanding for following periods from due date of Particulars Less than 1 More than 3 Total 1-2 years 2-3 years Yr years (i) MSME - - - - - (ii) Others 550.20 - - 2.47 5 52.67 (iii) Disputed dues - MSME - - - - - (iv) Disputed dues - Others - - - - - Trade Payables ageing schedule As at March 31, 2023 (₹) in Millions Outstanding for following periods from due date of Particulars payment Total Less than 1 1-2 years 2-3 years More than 3 (i) MSME - - - - - (ii) Others 1,008.71 - - 2.47 1 ,011.18 (iii) Disputed dues - MSME - - - - - (iv) Disputed dues - Others - - - - - 334Note 17C : Restated Other Financial Liabilities (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 a) Employee Related 7.86 10.68 9.61 9.09 b) Others Expenses Payable 86.76 135.73 136.48 125.91 c) Vendor Bills Payable 1,427.18 2,024.11 1,092.97 98.58 Total 1 ,521.80 2 ,170.53 1 ,239.06 2 33.57 Note 18 : Restated Provisions (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 Gratuity 0.14 0.13 0.12 0.10 Total 0 .14 0 .13 0 .12 0 .10 Note 19 : Restated Other Current Liabilities (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 a) Revenue received in advance 59.86 7.71 6.49 30.42 b) Statutory dues Payable 4.68 9.27 8.76 5.94 c) Advance Received against sale of property 33.80 32.87 Total 9 8.35 4 9.86 1 5.25 3 6.36 Note 19A - Movement in Contract liabilities (₹) in Millions Balance as on April 1, 2022 130.99 Net Increase/decrease (100.57) Balance as on March 31, 2023 30.42 Net Increase/decrease (23.93) Balance as on March 31, 2024 6.49 Net Increase/decrease 1.22 Balance as on March 31, 2025 7.71 Net Increase/decrease 52.14 Balance as on September 30, 2025 59.86 Note 20 : Restated Current Tax Liabilities (Net) (₹) in Millions As at As at As at March As at March Particulars September 30, March 31, 31, 2024 31, 2023 2025 2025 Current Tax Liabilities (Net of 262.58 1 36.64 4 4.51 2 4.43 Advance Tax & TDS) Total 2 62.58 1 36.64 4 4.51 2 4.43 335Note 21 : Restated Revenue from Operations (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 (1) Sale of products i) Sale of Rice 1 0,121.20 1 9,651.08 1 5,095.52 1 2,847.06 ii) Sale of FMCG 22.46 43.15 29.12 52.09 iii) Sale of Other Products 41.16 141.45 116.37 113.60 (2) Sale of Services Job Work Receipts - - 0.61 6.62 (3) Other operating revenues Insurance/ Shipping Cost on Rice Sale 1.19 2.73 3.67 3.84 Export Incentive 26.45 52.66 72.09 88.43 Commission Income - 41.54 90.36 46.82 Custom Duty on Exports Sales - 83.84 87.51 - Total 1 0,212.46 2 0,016.47 1 5,495.24 1 3,158.48 Note 22 : Restated Other Income (Net) (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 a) Interest Income i)FDR Interest 4.54 1 0.26 8 .26 5 .49 ii) Interest received on security deposit 0.00 0 .57 0 .38 0 .25 iii) Interest received from customers 0.00 - 3 .01 0 .51 b) other non-operating income i) Duty Draw Back Refund 0.36 0 .81 1 .33 2 .24 ii) Profit on Sale of Fixed Assets 2.65 1 1.25 3 .40 9 .57 iii) Foreign Exchange Gain 2 2.85 - - - iii) Sale of Solar Power Energy 0.11 0.93 2 .59 2.03 iv) Sale of Scraps - 0.04 Total 3 0.51 2 3.82 1 8.97 2 0.13 Note 23 : Restated Cost of Material Consumed (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Paddy Opening Stock (Paddy) 564.92 4 87.79 2 3.36 118.53 + Purchase (Paddy) 212.04 2 ,623.12 2 ,657.74 1,826.63 - Closing Stock (Paddy) (93.97) 6 82.99 (564.92) 2 ,546.00 (487.79) 2 ,193.32 (23.36) 1 ,921.79 Rice Opening Stock (Rice) 7,740.58 6 ,966.32 5 ,337.54 5,472.32 + Purchase (Rice) 7,775.70 1 5,409.79 1 1,814.86 8,793.37 - Closing Stock (Rice) (7813.49) 7 ,702.79 (7740.58) 1 4,635.53 (6966.32) 1 0,186.09 (5337.54) 8 ,928.14 Bardana Opening Stock (Bardana) 379.92 3 05.18 2 81.48 328.81 + Purchase (Bardana) 67.78 2 06.69 1 95.53 220.98 - Closing Stock (Bardana) (414.36) 3 3.33 (379.92) 1 31.96 (305.18) 1 71.83 (281.48) 2 68.31 Wheat Opening Stock (Wheat) - - - - + Purchase (Wheat) - - 0.12 - - Closing Stock (Wheat) - - - - - 0.12 - - Total 8 ,419.11 1 7,313.49 1 2,551.36 1 1,118.25 336Note 24 : Restated Purchase of Stock-in-Trade (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 FMCG Goods 21.78 4 2.70 2 6.42 4 0.46 Total 2 1.78 4 2.70 2 6.42 4 0.46 Note 25 : Restated Changes in inventories of finished goods ,work in progress & stock-in-trade (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Finnished Goods Opening Stock 562.02 1 41.08 6 27.27 504.43 - Closing Stock (322.63) 239.39 (562.02) (420.95) 1 41.08 4 86.19 627.27 (122.83) By Products Opening Stock 1.30 0 .57 - 1.57 - Closing Stock (1.32) (0.02) (1.30) (0.73) 0 .57 (0.57) - 1 .57 Stock in Trade Opening Stock 2.67 2 .28 1 .48 - - Closing Stock (2.19) 0.49 (2.67) (0.40) 2 .28 (0.80) 1.48 (1.48) WIP Opening Stock 28.12 6 2.18 - 21.40 - Closing Stock (53.53) (25.42) (28.12) 34.06 6 2.18 (62.18) - 21.40 Total 214.44 (388.01) 4 22.64 (101.34) Note 26 : Restated Employee benefits expenses (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Salary & Wages 5 1.58 1 02.14 1 03.02 9 1.07 Bonus 0 .01 2 .67 2 .41 2 .36 Contribution to Provident Fund 0 .89 1 .83 1 .81 1 .75 Gratuity 0 .26 0 .49 0 .43 0 .39 Staff Welfare Expenses 1 .64 3 .04 2 .63 2 .42 Other Employee Related Expenses 9 .64 3 0.02 1 1.93 1 0.33 Total 6 4.01 1 40.19 1 22.23 1 08.32 Note 27 : Restated Finance costs (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Interest Bank Interest 387.54 6 90.29 5 75.85 4 29.52 Other borrowings costs Bank Charges 38.20 9 6.91 7 2.37 7 9.79 Other Interest Charges 0.01 0 .61 0 .79 1 .98 Total 4 25.75 7 87.81 6 49.01 5 11.28 Note 28 : Restated Depreciation and amortization expenses (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Depreciation Tangible Assets 32.13 6 7.75 7 0.87 7 0.84 Amortisation Intangible Assets - 2 .50 2 .50 2 .50 Total 3 2.13 7 0.25 7 3.37 7 3.34 337Note 29 : Restated Other expenses (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Direct & Manufacturing Expenses Power and Fuel 34.02 9 1.80 7 1.12 6 1.78 Repairs Maintenance Charges - Others 4.45 7 .76 3 .92 4 .04 Repairs Maintenance Charges - Plant & Machinery 7.31 1 7.61 1 6.06 1 0.15 Freight Charges 12.06 1 8.86 7 .07 1 4.42 Warehousing Expenses 14.79 2 2.76 2 0.33 1 9.11 Other Manufacturing Costs 51.55 1 21.59 9 4.60 9 1.04 Administrative, and General Expenses Payment to Auditors :-Statutory Audit 0.26 0 .38 0 .38 0 .33 :-Tax Audit & Other Compliances Matters - 0 .13 0 .13 0 .08 Books Periodicals 0 .00 0 .01 0 .01 0 .02 Computer Maintenance 0 .80 1 .32 0 .98 0 .91 CSR Expenses 4 .67 5 .54 3 .96 3 .59 Fees & Taxes 1 4.77 1 6.60 6 .01 5 .24 Festival Exp. 0 .13 4 .88 3 .42 3 .96 Foreign Exchange Loss - 2 3.04 1 37.58 9 5.82 General Expenses 2 .47 2 .58 3 .24 2 .24 GST, Sales Tax & Service Tax Expenses 1 0.96 2 0.45 1 6.41 1 3.39 Insurance Expenses 8 .50 1 0.49 8 .95 9 .73 Legal & Professional Charges 1 6.62 4 4.09 2 7.20 2 4.76 Office & General Maintenance 1 .82 3 .04 4 .12 2 .59 Postage & Courier 0 .51 1 .10 0 .90 0 .92 Printing Stationery 0 .57 0 .86 0 .92 1 .03 Rent-Office & Others 0 .17 0 .51 1 .72 2 .11 Safety And Security Expenses 3 .11 5 .99 4 .80 4 .66 Subscriptions & Membership Fees 0 .23 0 .43 1 .13 0 .57 Telephone, Mobile & Telex Expenses 0 .68 1 .06 1 .26 1 .09 Travelling & Conveyance Expenses 5 .70 1 8.04 1 8.94 1 6.66 Vehicle Running Expenses 1 .48 3 .99 6 .53 3 .82 Selling & Distribution Expenses Advertisement 1.12 2 .20 4 .80 2 .96 Brokerage 31.03 1 17.51 1 14.01 9 6.38 Business And Marketing Expenses 32.75 5 6.79 6 6.63 5 8.62 Clearing And Forwarding Charges 44.20 2 38.70 1 32.13 1 32.86 Custom Duty (Exports) 0.00 1 14.70 1 70.09 3 2.71 Freight Outward 42.71 1 17.48 1 12.21 1 05.76 Inspection Fee & Charges 8.02 2 2.61 1 2.39 4 0.95 Rebate & Discount 10.77 2 3.47 2 4.52 2 9.82 Ship Freight 67.26 1 33.24 1 77.49 3 01.74 Total 4 35.48 1 ,271.58 1 ,275.94 1 ,195.86 Note 30 : Restated Tax Expense (₹) in Millions For the period ended For the period ended For the period ended For the period ended Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Current tax a) Income tax 147.20 193.00 9 6.00 65.50 b) Deferred tax/(Income) (3.47) (10.75) (9.21) (8.03) c) Short/Excess Payment of tax in 0.00 Previous periods 11.03 2 .89 0.01 Total 1 43.73 1 93.29 8 9.68 57.48 338Note 31 - Restated Financial instruments A. Fair value Measurement hierarchy As at September 30, 2025 As at March 31, 2025 Carrying Level of input used in- Carrying Level of input used in- Particulars amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 At Amortised Cost Non-Current -Invesments* - - - - - - - - Current -Trade receivables 4,524.87 - - - 4,505.39 - - - -Cash and cash equivalents 56.92 - - - 59.37 - - - -Bank balances other than covered above 136.94 - - - 136.10 - - - -Other Financial Assets 414.93 - - - 438.01 - - - At FVTOCI -Invesments 25.66 25.66 14.47 14.47 Total 5,159.32 2 5.66 5 ,153.34 1 4.47 Financial liabilities At Amortised Cost Non Current Liabilities -Borrowings 8.70 11.07 Current liabilities -Borrowings 7,388.69 7,829.51 -Trade Payables 1,535.91 1,458.54 -Other financial liabilities (other than those specified above) 1,521.80 2,170.53 Total 10,455.09 11,469.65 As at March 31, 2024 As at March 31, 2023 Carrying Level of input used in- Carrying Level of input used in- Particulars amount Level 1 Level 2 Level 3 amount Level 1 Level 2 Level 3 At Amortised Cost Non-Current -Invesments* - - - - - - - - Current -Trade receivables 3,242.02 - - - 3 ,098.47 - - - 15.09 - - - 8 7.46 - - - -Cash and cash equivalents -Bank balances other than covered 164.18 - - - 8 8.12 - - - above -Other Financial Assets 228.56 - - - 2 01.71 - - - At FVTOCI 171.62 -Invesments 20.34 2 0.34 - - 7.41 7 .41 - - Total 3,841.81 2 0.34 - - 3 ,483.17 7 .41 - - Financial liabilities At Amortised Cost Non Current Liabilities -Borrowings 15.60 - - - 107.27 - - - Current liabilities -Borrowings 7,760.60 - - - 6,568.03 - - - -Trade Payables 552.67 - - - 1,011.18 - - - -Other financial liabilities (other - - - - - - than those specified above) 1,239.06 233.57 Total 9,567.94 - - - 7,920.05 - - - 339The financial instruments are categorised into three levels based on the inputs used to arrive at fair value measurements as described below: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Inputs based on unobservable market data. Valuation Methodology All financial instruments are initially recognised and subsequently re-measured at fair value as described below: a) The fair value of the quoted equity instruments is determined using market price listed on stock exchange. b)thefairvalueoftheremainingfinancialinstrumentsisdeterminedusingdiscountedcashflowanalysisandthediscountratesusedwereadjustedfor counterparty or own credit risk. B. Financial Risk Management Thecompany’sactivitiesexposeittovarietyoffinancialrisks:marketrisk,creditrisk,interestrateriskandliquidityrisk.TheCompany’sprincipal financialliabilities,otherthanderivatives,compriseborrowings,tradeandotherpayables.Themainpurposeofthesefinancialliabilitiesistofinancethe Company’soperations.TheCompany’sprincipalfinancialassetsincludetradeandotherreceivables,andcashandcashequivalentsthatderivedirectly fromitsoperations.Company’sseniormanagementoverseesthemanagementof theserisks.ItisCompany’spolicythatnotradinginderivativesfor speculativepurposesmaybeundertaken. TheBoardof Directorsreview andagreepoliciesfor managingeach of theserisks,whicharesummarised below. i) Market Risk Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketrisk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk a) Currency Risk ForeigncurrencyriskistheriskthattheFairValueorFutureCashFlowsofanexposurewillfluctuatebecauseofchangesinforeigncurrencyrates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee TheCompanydoesnotfaceanyForeigncurrencyriskasitexecutesaforwardcontractandaforwardcontractactsasashieldagainstforeigncurrency risk for the company. It guarantees a specific exchange rate for a future transaction, eliminating the uncertainty caused by volatile currency markets. b) Interest Rate Risk Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates. CompanyhaveexposuretotheriskofchangesinmarketinterestratesasCompany’sdebtobligationsisatflotinginterestrates.InterestRateSensitivity on Interest Amounts is as follows (₹) in Millions Effect on Profit Before Partiulars Interest Amount Change in Floating Rates Tax/(Loss) 387.54 1.00% 3.88 Interest Amount for the period 387.54 2.00% 7.75 ended September 30, 2025 387.54 3.00% 11.63 387.54 4.00% 15.50 690.29 1.00% 6.90 Interest Amount for the F.Y. 2024- 690.29 2.00% 13.81 25 690.29 3.00% 20.71 690.29 4.00% 27.61 575.85 1.00% 5.76 Interest Amount for the F.Y. 2023- 575.85 2.00% 11.52 24 575.85 3.00% 17.28 575.85 4.00% 23.03 429.52 1.00% 4.30 Interest Amount for the F.Y. 2022- 429.52 2.00% 8.59 23 429.52 3.00% 12.89 429.52 4.00% 17.18 340c) OtherPrice Risk TheGroupisnotanactiveinvestorinequitymarkets;itholdscertaininvestmentsinMutualFundwhicharerecognisedtobeliquidatedinshortterm and are accordingly measured at fair value through Other Comprehensive Income. iii) Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activites (primarily trade receivables) and from its financing / investing activities, including deposits with banks and mutual fund investments. The Company has no significant concentration of credit risk with any counterparty. The carrying amount of following financial assets represents the maximum credit exposure: (1) Trade receivables TheCompany’sexposuretocreditriskisinfluencedmainlybytheindividualcharacteristicsofeachcustomer.However,managementalsoconsidersthe factorsthatmayinfluencethecreditriskofitscustomerbase,includingthedefaultriskoftheindustryandcountryinwhichcustomersoperate.The Companyhasacreditevaluationpolicyforeachcustomerandbasedontheevaluation,creditlimitofeachcustomerisdefined.TheRiskManagement CommitteehasestablishedacreditpolicyunderwhicheachnewcustomerisanalysedindividuallyforcreditworthinessbeforetheCompany’sstandard paymentanddeliverytermsandconditionsareoffered.TheCompany’sreviewincludesexternalratings,iftheyareavailable,andinsomecasesbank references. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from the Risk Management Committee. Goodsaresoldsubjecttoretentionoftitleclauses,sothatintheeventofnon-paymenttheCompanymayhaveasecuredclaim.TheCompanydoesnot otherwise require collateral in respect of trade and other receivables (2) Cash and Cash equivalents, bank balances and other financial assets TheCompanymaintainsexposureincashandcashequivalentsanddepositswithbanks.Cashandcashequivalentsandbankdepositsareheldwithhigh rated banks/financial institutions and short term in nature, therefore credit risk is perceived to be low. iv) Liquidity Risk LiquidityriskistheriskthattheCompanywillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledby deliveringcashoranotherfinancialasset.TheCompany’sapproachtomanagingliquidityistoensure,asfaraspossible,thatitwillhavesufficient liquiditytomeetitsliabilitieswhentheyaredue,underbothnormalandstressedconditions,withoutincurringunacceptablelossesorriskingdamageto theCompany’sreputation.ThemajorityoftheCompany’stradereceivablesaredueformaturitywithin60daysfromthedateofbillingtothecustomer. Further, the general credit terms for trade payables are approximately 37 days. The differencebetween theabove mentioned credit period provides surplus working credit requirements. The details of contractual maturities of significant financial liabilities are as follows:- Contractual cash flows As at September 30, 2025 (₹) in Millions On demand Carrying Particulars or within a Over 1 year Total amount year Trade and other payables 1 ,483.94 5 1.97 1 ,535.91 1 ,535.91 Other financial liabilities - - - - Borrowings - 8 20.41 8 20.41 8 20.41 Total 1 ,483.94 8 72.38 2 ,356.32 3 ,228.70 As at March 31, 2025 (₹) in Millions On demand Carrying Particulars or within a Over 1 year Total amount year Trade and other payables 1 ,456.07 2 .47 1 ,458.54 1 ,458.54 Other financial liabilities 2 ,170.53 - 2 ,170.53 2 ,170.53 Borrowings 7 ,829.51 1 1.07 7 ,840.58 7 ,840.58 Total 1 1,456.11 1 3.54 1 1,469.65 1 1,483.20 341As at March 31, 2024 (₹) in Millions On demand Carrying Particulars or within a Over 1 year Total amount year Trade and other payables 5 50.20 2 .47 5 52.67 5 52.67 Other financial liabilities 1 ,239.06 - 1 ,239.06 1 ,239.06 Borrowings 7 ,760.60 1 5.60 7 ,776.21 7 ,776.21 Total 9 ,549.86 1 8.08 9 ,567.94 9 ,586.01 As at March 31, 2023 (₹) in Millions On demand Carrying Particulars or within a Over 1 year Total amount year Trade and other payables 1 ,008.71 2 .47 1 ,011.18 1 ,011.18 Other financial liabilities 2 33.57 - 2 33.57 2 33.57 Borrowings 6 ,568.03 1 07.27 6 ,675.30 6 ,675.30 Total 7 ,810.31 1 09.74 7 ,920.05 8 ,029.80 The details of Undrawn facilities are as follows as on September 30, 2025 (₹) in Millions Sanction Utilized Unutilized Particulars limit amount amount Union Bank 2 ,650.00 2 ,240.33 4 09.67 Bank of India 4 ,450.00 4 ,153.19 2 96.81 Indian Bank 1 ,150.00 9 90.72 1 59.28 Total 8 ,250.00 7 ,384.24 8 65.76 The details of Undrawn facilities are as follows as on March 31, 2025 (₹) in Millions Sanction Utilized Unutilized Particulars limit amount amount Union Bank 2 ,650.00 2 ,504.22 1 45.78 Bank of India 4 ,450.00 4 ,182.77 2 67.23 Indian Bank 1 ,150.00 1 ,137.93 1 2.07 Total 8 ,250.00 7 ,824.92 4 25.08 The details of Undrawn facilities are as follows as on March 31, 2024 (₹) in Millions Sanction Utilized Unutilized Particulars limit amount amount Union Bank 2,650.00 2,579.22 70.78 Bank of India 4,450.00 4,127.25 322.75 Indian Bank 1,150.00 1,046.68 103.32 Total 8,250.00 7,753.15 496.85 The details of Undrawn facilities are as follows as on March 31, 2023 (₹) in Millions Sanction Utilized Unutilized Particulars limit amount amount Union Bank 2,650.00 2,623.90 26.10 Bank of India 4,450.00 3,936.87 513.13 Indian Bank - - - Total 7,100.00 6,560.78 539.22 342B) Capital management 1. Risk management The Company’s objectives when managing capital are to -safeguardtheirabilitytocontinueasagoingconcern,sothattheycancontinuetoprovidereturnsforshareholdersandbenefitsforotherstakeholders, and - maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, Company may adjust the amount of dividends paid to shareholders. (₹) in Millions As at As at March As at March As at March Particulars September 31, 2025 31, 2024 31, 2023 30, 2025 Borrowings # 7,397.38 7,840.58 7,776.21 6,675.30 Less: Cash and cash equivalents 193.86 195.47 179.26 175.58 Net debt 7,203.52 7,645.11 7,596.94 6,499.72 Equity 4,408.94 3,791.84 3,114.78 2,808.42 Capital and net debt 11,612.46 11,436.95 10,711.72 9,308.14 Gearing ratio 0.62 0.67 0.71 0.70 #Borrowings for the above purpose includes non-current borrowings, current borrowings, current maturities of non current borrowings and Interest accrued but not due on borrowings. 2 Net debt reconciliation (₹) in Millions As at As at March As at March As at March Particulars September 31, 2025 31, 2024 31, 2023 30, 2025 Cash and cash equivalents 193.86 195.47 179.26 175.58 Non-current borrowings ( including current 13.14 15.66 23.07 114.52 maturities) Current borrowings 7,384.25 7,824.92 7,753.14 6,560.78 Net Debt 7,203.52 7,645.11 7,596.94 6,499.72 (₹) in Millions Non-current Cash and borrowings Current Interest Particulars cash ( including Total borrowings Payable equivalents current maturities) Net debt as on April 1, 2022 156.61 181.22 6,498.31 - 6,522.92 Cash flows 18.98 (66.70) (202.82) - (288.50) Finance cost - - - (429.52) (429.52) Interest paid - - - 429.52 429.52 Net debt as on March 31, 2023 175.58 114.52 6,295.49 - 6,234.43 Cash flows 3.68 (91.45) 756.89 - 661.75 Finance cost - - - (575.85) (575.85) Interest paid - - - 575.85 575.85 Net debt as on March 31, 2024 179.26 23.07 7,052.37 - 6,896.18 Cash flows 16.21 (7.41) (304.70) - (328.32) Finance cost - - - 690.90 690.90 Interest paid - - - (690.90) (690.90) Net debt as on March 31, 2025 195.47 15.66 6,747.67 - 6,567.87 Cash flows (1.61) (2.53) 406.42 - 405.50 Finance cost - - - 387.55 387.55 Interest paid - - - (387.55) (387.55) Net debt as on September 30, 2025 193.86 13.13 7,154.09 - 6,973.37 3 Dividends As at As at March As at March As at March Particulars September 31, 2025 31, 2024 31, 2023 30, 2025 Equity Dividend - - - - 343Note 32 - Restated Corporate Social Responsibility (₹) in Millions Six month period For the year For the year For the year Particulars ended September ended March 31, ended March 31, ended March 31, 30, 2025 2025 2024 2023 Gross amount required to be spent as per section 135 of the Act 9.02 5.40 3 .55 3 .40 Add: Amount unspent from previous years - - - - Total Gross amount required to be spent during the year 9.02 5.40 3 .55 3 .40 Amount approved by the Board to be spent during the year 9.40 5.54 3 .96 3 .59 Details related to amount spent (₹) in Millions Six month period For the year For the year For the year Particulars ended September ended March 31, ended March 31, ended March 31, 30, 2025 2025 2024 2023 Contribution to Trust Akashi Ganga Foundation 3.50 Shri Umya Education & Charitable Trust - - 3.00 - Be Kind NGO - - - 3.00 Contribution for a Particular Project Sansthanam Abhay Daanam - - - Contribution for Other welfare activities - 2.04 0.96 0.59 TOTAL - 5.54 3.96 3.59 Details of CSR expenditure other than ongoing projects For the period ended September 30, 2025: (₹) in Millions Amount deposited Balance unspent in Specified Fund Amount required Balance unspent Amount spent Nature of activity as on March 31, of Schedule VII of to be spent during as on September during the year 2025 the Act within 6 the year 30, 2025 month 1) Environment sustainability, child, Education and food distribution, Community health, women empowerment, Tribal welfare and rural development - - 9.02 - 9.02 2) Eradicating Hunger and Malnutrition of Children for the development of the Country and promoting Healthcare and Sanitation For the period ended March 31, 2025: (₹) in Millions Amount deposited in Specified Fund Amount required Balance unspent Balance unspent Amount spent Nature of activity of Schedule VII of to be spent during as on March 31, as on April 1, 2024 during the year the Act within 6 the year 2025 month 1) Plantation And Prevention Of Environment Pollution, Skill Development Of Deprived Section Of Community - - 5.40 5.54 - 2) Eradicating Hunger and Malnutrition of Children for the development of the Country and promoting Healthcare and Sanitation 344For the year ended March 31, 2024 : (₹) in Millions Amount deposited in Specified Fund Amount required Balance unspent Balance unspent Amount spent Nature of activity of Schedule VII of to be spent during as on March 31, as on April 1, 2023 during the year the Act within 6 the year 2024 month 1) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; - ` 3.55 3.96 - 2) Eradicating Hunger and Malnutrition of Children for the development of the Country and promoting Healthcare and Sanitation For the year ended March 31, 2023: (₹) in Millions Amount deposited in Specified Fund Amount required Balance unspent Balance unspent Amount spent Nature of activity of Schedule VII of to be spent during as on March 31, as on April 1, 2022 during the year the Act within 6 the year 2023 month 1) Eradicating Hunger and Malnutrition of Children for the development of the Country and promoting Healthcare and Sanitation - - 3.40 3.59 - 2) Women empowerment Disclosure on Shortfall (₹) in Millions Six month period For the year For the year For the year Particulars ended September ended March 31, ended March 31, ended March 31, 30, 2025 2025 2024 2023 Amount required to be spent by the company during the year 9.02 5.40 3.55 3.40 Actual amount spent by the company during the year - 5 .54 3 .96 3 .59 Shortfall at the end of the year (9.02) - - - Total of previous years shortfall - - - The financials are prepared as on September 30,2025. So, the company - - still has time to spend the CSR amount till March Reason for shortfall- state reasons for shortfall in expenditure 31, 2026 345Note 33 - Restated Disclosure under Ind AS 19 “Employee Benefits” - Gratuity ( Rs. in Millions) Expenses Recognized in the Statement of Profit or For the year ended For the year ended For the year ended For the year ended Loss for Current Period September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Current Service Cost 0.12 0.23 0.21 0.20 Net Interest Cost 0.13 0.25 0.22 0.19 Past Service Cost - Recognized - - - - Expenses Recognized in the Statement of Profit or 0.26 0.49 0.43 0.39 Loss Expenses Recognized in the Statement of Other For the year ended For the year ended For the year ended For the year ended Comprehensive Income for Current Period September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 Actuarial (Gains)/Losses on Obligation For the Period (0.05) (0.03) 0.15 (0.05) Return on Plan Assets, Excluding Interest Income 0.00 - - Expenses Recognized in Other Comprehensive (0.05) (0.03) 0.15 (0.05) Income As at September 30, As at March 31, As at March 31, As at March 31, Balance Sheet Reconciliation 2025 2025 2024 2023 Opening Net Liability 3.95 3.50 2.92 2.59 Expense Recognized in Statement of Profit or Loss 0.26 0.49 0.43 0.39 Expense Recognized in Other Comprehensive Income (0.05) (0.03) 0.15 (0.05) Net Liability/(Asset) Transfer In - - - - Net (Liability)/Asset Transfer Out - - - - (Benefit Paid Directly by the Employer) - - - - (Employer's Contribution) - - - - Net Liability/(Asset) Recognized in the Balance Sheet 4.16 3.95 3.50 2.92 As at September 30, As at March 31, As at March 31, As at March 31, Current and Non-Current Liability 2025 2025 2024 2023 Current Liability 0.14 0.13 0.12 0.10 Non-Current Liability 4.02 3.82 3.38 2.82 Net Liability/(Asset) Recognized in the Balance Sheet 4.16 3.95 3.50 2.92 Maturity Analysis of the Benefit Payments: From the As at September 30, As at March 31, As at March 31, As at March 31, Employer 2025 2025 2024 2023 Projected Benefits Payable in Future Years From the Date of Reporting 1st Following Year 0.14 0.13 0.12 0.10 2nd Following Year 0.26 0.24 0.13 0.11 3rd Following Year 0.14 0.14 0.31 0.11 4th Following Year 0.28 0.22 0.25 0.27 5th Following Year 0.49 0.31 0.24 0.23 Sum of Years 6 To 10 1.55 1.66 1.46 1.03 Sum of Years 11 and above 5.70 5.68 5.43 5.30 346As at September 30, As at March 31, As at March 31, As at March 31, Other Details 2025 2025 2024 2023 No of Active Members 34.00 35.00 39 39 Per Month Salary For Active Members 0.43 0.42 0.41 0.38 Average Expected Future Service 11.00 11 12 Weighted Average Duration of Defined Benefit 11.00 11 11 Obligation Defined Benefit Obligation (DBO) 4.16 3.95 3.50 2.92 DBO Non Vested Employees - - - DBO Vested Employees 4.16 3.96 3.50 2.92 Expected Contribution in the Next Year - - - As at September 30, As at March 31, As at March 31, As at March 31, Sensitivity Analysis 2025 2025 2024 2023 Defined Benefit Obligation on Current Assumptions 4.16 3.95 3.50 2.92 Delta Effect of +1% Change in Rate of Discounting (0.36) (0.35) (0.31) (0.27) Delta Effect of -1% Change in Rate of Discounting 0.41 0.40 0.36 0.31 Delta Effect of +1% Change in Rate of Salary Increase 0.41 0.40 0.36 0.31 Delta Effect of -1% Change in Rate of Salary Increase (0.36) (0.35) (0.31) (0.27) Delta Effect of +1% Change in Rate of Employee (0.01) (0.01) 0.01 0.01 Turnover Delta Effect of -1% Change in Rate of Employee 0.01 0.01 (0.01) (0.01) Turnover 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. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the defined benefit obligation as recognised in the balance sheet. There is no change in the methods and assumptions used in preparing the sensitivity analysis from previous year. Note: The impact of the above has been given in current financial year and Exception items for all the previous financial years. 347Note 34 - Restated Reconciliation of Profit & loss Material Adjustments in Restated Profit & Loss Statement: For the Period/FY ended (₹) in Millions Particulars As at September 30, For the year ended For the year ended For the year ended 2025 March 31, 2025 March 31, 2024 March 31, 2023 Profit after tax as per Books of Accounts 487.10 611.43 306.36 175.29 Excess Payment of Tax in Previous Periods - - - 0.78 Change in Defered Tax Expense due to change in - - - (0.80) depreciation Reversal of Additional depreciation debited to P&L - - - 3.18 Unrealized Loss on Fair Market Valuation of Mutual - - - 0.06 Fund Transferred to OCI Gratuity Provision Origianally Recorded reversed - - - 1.80 Timely accurals of Revenue and expenses - - - (5.08) Gratuity Provision Recorded - - - (0.33) Change in Tax Expense - - - 0.08 Profit after tax as per Restated 487.10 611.43 306.36 174.97 Note 35 - Material Adjustments in Restated Equity: For the Period/FY ended (₹) in Millions Particulars As at September 30, For the year ended For the year ended For the year ended 2025 March 31, 2025 March 31, 2024 March 31, 2023 Balance of Equity before Restatement 3,580.97 2,971.43 3,060.39 2,839.30 Change in Defered tax Liability - - - (89.05) Change in Profit & Loss Statement - - - 4.22 Excess Payment of Tax in Previous Periods - - - 1.97 Restatement Adjustment in Opening Reserve (2.41) - - - Total Closing Equity As per Restated Financials 3,580.97 2,971.43 3,060.39 2,754.03 348Note 36 - Restated Ratio Particulars* As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Current Ratio 1.32 1.25 1.23 1.25 Debt Equity Ratio 1.68 2.07 2.50 2.38 Return on Equity Ratio (in %) 11.87% 17.61% 10.27% 6.43% Inventory Turnover Ratio (In days) 161 157 168 176 Trade Receivables Ratio (In days) 81 71 75 86 Trade Payables Ratio (In days) 34 20 19 34 Net Capital Turnover Ratio 6.42 7.92 7.50 7.22 Net Profit Ratio (in %) 4.76% 3.04% 1.96% 1.33% Return on Capital employed (in %) 9.16% 14.36% 10.41% 7.82% Return on investment (in %) 6.36% 7.86% 7.15% 4.97% *(amounts have been anuualised wherever needed) Changes in Ratios exceeding 25% compared to previous year and Reasons Change in ratio as at September 30, 2025 as Ratio Explanation compared to March 31, 2025 Current Ratio 6.20% N/A Debt Equity Ratio -18.86% N/A Return on Equity Ratio (in %) -32.63% Increase in Total Turnover resulted in incremented overall profitability hence the Inventory Turnover Ratio (In days) 2.18% N/A Trade Receivables Ratio (In days) 14.23% N/A Trade Payables Ratio (In days) 68.04% Increase in market share of the company leading to increase in sales resulted in Net Capital Turnover Ratio -18.88% N/A Increase in Total Turnover resulted in incremented overall profitability hence the Net Profit Ratio (in %) 56.79% net profit ratio is improved. Increase in market share of the company leading to increase in sales resulted in Return on Capital employed (in %) -36.18% improved Return on capital employed. Return on investment (in %) -19.17% N/A Changes in Ratios exceeding 25% compared to previous year and Reasons Change in ratio as at March 31, 2025 as Ratio Explanation compared to March 31, 2024 Current Ratio 1.49% N/A Debt Equity Ratio -17.18% N/A Increase in Total Turnover resulted in incremented overall profitability hence the Return on Equity Ratio (in %) 71.56% Return on equity is improved. Inventory Turnover Ratio (In days) -6.23% N/A Trade Receivables Ratio (In days) -5.41% N/A Trade Payables Ratio (In days) 3.37% N/A Net Capital Turnover Ratio 5.54% N/A Increase in Total Turnover resulted in incremented overall profitability hence the Net Profit Ratio (in %) 54.86% net profit ratio is improved. Increase in market share of the company leading to increase in sales resulted in Return on Capital employed (in %) 37.90% improved Return on capital employed. Return on investment (in %) The company had invested in treasury investment, the NAV of the Investments 9.97% reflected the market trend hence depleted ROI. 349Change in ratio As at March 31, 2024 as Ratio Explanation compared to March 31, 2023 Current Ratio -1.50% N/A Debt Equity Ratio 5.03% N/A Increase in market share of the company leading to increase in sales resulted in Return on Equity Ratio (in %) 59.66% improved Return on equity. Inventory Turnover Ratio (In days) -4.94% N/A Trade Receivables Ratio (In days) -12.82% N/A The improved Trades Payable Turnover Ratio is due to reduced credit period Trade Payables Ratio (In days) -43.49% provided by the Creditors. Net Capital Turnover Ratio 3.98% N/A Net Profit Ratio (in %) Increase in market share of the company leading to increase in sales resulted in 47.57% overall profitability hence the improved Net Profit. Increase in market share of the company leading to increase in sales resulted in Return on Capital employed (in %) 33.22% improved Return on capital employed. Return on investment (in %) The company had invested in treasury investment, the NAV of the Investments 43.92% improved with the overall improved market conditions resulting in better ROI. Formula used Particulars Numerator Denominator Current Ratio Current Assets Current Liabilities Debt Equity Ratio Total Debt Shareholder's Equity Return on Equity Ratio (in %) Profit after tax Average total equity Inventory Turnover Ratio (In days) Revenue from operations*182 or 365 days Average Inventory Trade Receivables Ratio (In days) Revenue from operations*182 or 365 days Average Trade Receivables Trade Payables Ratio (In days) Total Purchases*182 or 365 days Average Trade Payables Average working capital (i.e. Total current assets Net Capital Turnover Ratio Net Sales less Total current liabilities) Net Profit Ratio (in %) Net Profit Revenue from operations Capital employed = Net worth + Total Debt + Return on Capital employed (in %) Earning before interest and taxes Deferred tax liabilities Income generated from invested funds (Bank Deposits & Average invested funds in treasury investments Return on investment (in %) Mutual Funds) (Bank Deposits & Mutual Funds) 350Note 37 - Restated Related Party Transaction Thetransactionswithrelatedpartiesaremadeontermsequivalenttothosethatprevailinarm’slengthtransactions.Outstandingbalancesattheperiod- endareunsecuredandsettlementoccursincashorcreditasperthetermsofthearrangement.Impairmentassessmentisundertakeneachfinancialyear through. Description of Relationship Name of The Related Party Wholly Owned Subsidiary Company ACJK Foods Private Limited Managing Director Jagdish Kumar Suri Whole Time Director Rahul Suri Non-executive non-independent director Ramnika Suri Relative Of Director Jasmine Suri Chief Financial Officer Anuj Verma Nancy Gulati (In effect till 31/03/2025) Company Secretary Sadhna Khurana (In effect from 10/04/2025) Transactions With The Related Parties (₹) in Millions Six month period For the year For the year For the year Particulars Name of the related party ended September ended March 31, ended March 31, ended March 31, 30, 2025 2025 2024 2023 Jagdish Kumar Suri - - 0.20 0.20 Rent Paid By Company Rahul Suri 0.06 0.13 0.11 - Jagdish Kumar Suri 7.50 - - 14.00 Loan Received By Company Rahul Suri 6.00 5.00 Jagdish Kumar Suri 7 .20 14.40 14.40 9.72 Managerial Remuneration To Rahul Suri 3 .90 7.80 7.80 6.48 Directors Ramnika Suri - 0.80 2.40 2.40 Jasmine Suri 1.34 2.86 2.60 2.48 Salary & Others Emoluments Anuj Verma 0.66 1.37 - - Salary & Others Emoluments Nancy Gulati - 0.33 - - Salary & Others Emoluments Sadhna Khurana 0.30 - - - Salary & Others Emoluments Sitting Fees (Independent Ramnika Suri 0.74 0.90 - - Directors) Closing Balance of Related Party stand at the period/year-end. As at September As at March 31, As at March 31, As at March 31, Name Particular 30, 2025 2025 2024 2023 Jasmine Suri Salary & Other Emoluents 0.30 0.37 0.37 0.25 Rent Paid by Company/Loan Received By Company - - 0.20 60.90 Jagdish Kumar Suri Managerial Remuneration To 11.07 Directors 7.00 - 5.14 Rent Paid by Company/Loan Received By Company - - 0.11 28.30 Rahul Suri Managerial Remuneration To 6.00 Directors 3.63 - 3.03 Managerial Remuneration To Ramnika Suri Directors - - - 1.28 Loan Received By Company - - 10.45 Anuj Verma Salary & Others Emoluments 0.16 0.45 - - Nancy Gulati Salary & Others Emoluments - 0.05 - - Sadhna Khurana Salary & Others Emoluments 0.05 351Note 38 - Restated Disclosure related to IND AS 115 Reconciliation of Revenue as per contract price and as recognised in Statement of Profit and Loss: (₹) in Millions Six month period For the year ended For the year ended For the year ended Particulars ended September 30, March 31, 2025 March 31, 2024 March 31, 2023 2025 Revenue from contracts with customer as per Contract price 10,220.26 20,035.03 15,504.47 13,177.74 Less: Discounts, incentives, rebates (7.80) (18.57) (9.22) (19.26) Revenue from contracts with customer as per Statement of Profit and Loss 10,212.46 20,016.47 15,495.24 13,158.48 Performance obligation Revenuefrom saleof goods measured upon satisfaction of performance obligation which is at a point in time when control of the goods is transferred to the customer, generally on delivery of the goods. (₹) in Millions Six month period For the year ended For the year ended For the year ended Particulars ended September 30, March 31, 2025 March 31, 2024 March 31, 2023 2025 Revenue recognised at point in time 10,212.46 20,016.47 15,495.24 13,158.48 Revenue recognised over time - - - - Total 10,212.46 20,016.47 15,495.24 13,158.48 Contract Asset - Advances to suppliers (₹) in Millions As at September 30, Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 2025 Contract Asset - Advances to suppliers 415.51 37.07 141.10 41.61 Contract Liability (advance from customers) (₹) in Millions As at September 30, Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 2025 Advance from Customers 59.86 7.71 6.49 30.42 Geographyical Bifurgation of Revenue (₹) in Millions Six month period For the year ended For the year ended For the year ended Name of the Destination Country ended September 30, March 31, 2025 March 31, 2024 March 31, 2023 2025 India 6,900.90 1 2,355.82 7 ,255.24 4,035.76 Outside India Middle East 1,457.43 4 ,032.17 6 ,927.82 6,639.26 Rest of World 1,854.12 3 ,628.48 1 ,312.18 2,483.45 Total 10,212.45 20,016.47 15,495.25 13,158.48 352Note 39 - Restated Effect to Tax Rate (₹) in Millions Six month period Sr. For the year ended For the year ended For the year ended Particulars ended September 30, No. March 31, 2025 March 31, 2024 March 31, 2023 2025 Amount recognized in the statement of profit and a. loss Current Tax 1 47.20 1 93.00 9 6.00 6 5.50 ( 3.47) ( 9.98) ( 9.71) ( 8.03) Deferred tax attributable to temporary differences - 1 1.03 2 .89 0 .01 Short/Excess Payment of tax in Previous periods Tax Expense for the year 1 43.73 1 94.05 8 9.18 5 7.48 b. Amount recognized in other comprehensive income Remeasurement of the defined benefit plans/Fair 0 .74 3 .97 2 .81 0 .02 Value Investments Income tax relating to these items ( 0.19) ( 0.77) ( 0.50) ( 0.00) c. Reconciliation of taxexpense and the accounting profit multiplied by India’sdomestictaxratefor September 30,2025,March 31, 2025, March 31, 2024 and March 31, 2023. Reconciliation of Effective tax rate Accounting profit before income tax 6 30.28 8 02.28 3 93.23 2 32.44 Deductible expenses for tax purposes: (19.50) (45.85) (41.08) (51.36) Total Non-deductible expenses for tax purposes: 61.33 8 7.13 7 7.93 8 2.17 Total- PGBP 6 72.11 8 43.56 4 30.08 2 63.25 Capital Gain 0.50 14.83 2 .91 7 .69 Gross Total Income 6 72.61 8 58.39 4 32.99 2 70.95 Less: Deductions Under Chapter-VIA Total Income 6 72.61 8 58.39 4 32.99 2 70.95 Tax Payable 1 47.20 1 93.00 9 6.00 6 5.50 MAT Credit - - - Net Tax Payable 1 47.20 1 93.00 9 6.00 6 5.50 Effective income tax rate 23.35% 24.06% 24.41% 28.18% 353Note 40: Restated Earnings per share As at As at March As at March As at March 31, Particulars September 30, 31, 2025 31, 2024 2023 2025 Weighted Average number of equity shares Outstanding during the year 8 ,21,27,998 8 ,19,09,629 5 4,38,700 5 4,38,700 Add :- Diluted Effect - - - - Weighted average number of equity shares used to compute diluted 8 ,21,27,998 8 ,19,09,629 8 ,17,64,712 8 ,17,64,712 earnings/(loss) per share Net Profit / (loss) after tax attributable to equity shareholders (Rs in Millions) 4 87.10 6 11.43 3 06.36 1 74.98 Basic Earning per Equity Share ( INR per equity share of face value of INR 10 5 .93 7 .46 3 .75 2 .14 each) Diluted Earning per Equity Share ( INR per equity share of face value of INR 10 5 .93 7 .46 3 .75 2 .14 each) Note 41 : Restated Earnings in Foreign Currency on mercentaile Basis (₹) in Millions Six month period ended For the year ended March For the year ended March 31, For the year ended March 31, Particulars September 30, 2025 31, 2025 2024 2023 USD INR USD INR USD INR USD INR For Value of 3 7.49 3 ,243.86 8 8.20 7 ,437.14 9 7.27 7 ,914.68 1 08.69 8 ,506.55 Exports Earnings in Foreign 3 8.28 3 ,312.05 8 9.75 7 ,570.38 9 8.87 8 ,046.51 1 12.02 8 ,808.29 Exchnage Note 42 : Restated Contingent Liability & Commitments Contingentliabilityisapossibleobligationarisingfrompasteventsandwhoseexistencewillbeconfirmedonlybytheoccurrenceornon-occurrenceof oneormoreuncertainfutureeventsnotwhollywithinthecontroloftheentityorapresentobligationthatarisesfrompasteventsbutisnotrecognized becauseit is not probablethat an outflow of resources embodying economic benefits will be required to settlethe obligation or theamount of the obligation cannot be measured with sufficient reliability. (₹) in Millions As at As at March As at March As at March 31, Particulars September 30, 31, 2025 31, 2024 2023 2025 Contingent Liabilities : Bill discounted from Banks 230.15 1 ,077.25 7 00.76 2 65.29 Claims against the company not acknowledged as debt; (Vat Demand Dispute where appeal is pending before Sales Tax Department 144.72 1 44.72 1 44.72 1 44.72 (Punjab) & High Court of Punjab & Haryana) Claims against the company not acknowledged as debt; (GstDemandDisputewhereappealispendingbeforeCentralGoods&Service - 0 .37 0 .37 - Tax (Appeals) Commissionerate, Ludhiana (Punjab) Notice of Demand under section 156 of Income Tax Act, 1961 dated March 24, 2025 for Assessment Year 2023-24 2 78.83 2 78.83 - - Appeal has been filed via the National Faceless Appeal Center Commitments : Estimatedamountofcontractsremainingtobeexecutedoncapitalcontractsand 0.87 0.87 0 .87 1 .74 not provided for (Capital W-I-P - Refer Note 2B) Subsequent to the balance sheet date, the Company has received an income tax demand order dated March 24, 2025, amounting to ₹ 278.83 millions for the Assessment Year 2023–24. The demand has been contested and an appeal dated April 3, 2025 has been filed before the Joint Commissioner (Appeals) or the Commissioner of Income-tax (Appeals). 354Note 43: Restated Segment Reporting The group is mainly engaged in the business of exporting rice & activities connected and incidental thereto. On that basis, the Company has only one reportable business segment – Rice trading, the results of which are embodied in the financial statements. Segment Reporting (₹) in Millions As at As at March As at March 31, As at March Particulars September 31, 2025 2024 31, 2023 30, 2025 Rice 10,121.20 19,651.08 15,095.52 12,847.06 FMCG & Others* 63.62 184.61 145.49 165.69 Other operating revenue** 27.64 180.78 154.23 145.72 Total 10,212.46 20,016.47 15,395.24 13,158.48 * FMCG & Others comprises atta maida sooji,salt, sugar,besan, by products , paddy, and packing material. ** Other operating revenue comprise Insurance/ Shipping Cost on Rice Sale, exports incentive , commission income , job work receipts , custom duty on exports sales Note 44: Additional information pursuant to paragraph 2 of Division II of Schedule III to the Companies Act 2013- ‘General instructions for the preparation of Restated consolidated financial statements’ of Division II of Schedule III (₹) in Millions As at September 30, 2025 As at March 31, 2025 Holding Subsidiaries Holding Subsidiaries Company Companies Company Companies Particulars Amir Chand Total Total Amir Chand Jagdish ACJK Foods ACJK Foods Jagdish Kumar Private Private Kumar (Exports) Limited Limited (Exports) Ltd. Ltd. Net assets (i.e. total assets minus total liabilities as % of consolidated net assets 89.17% 10.83% 100% 90.53% 9.47% 100% Amount 3940.34 478.59 4418.93 3441.74 360.09 3801.83 Share in profit and loss as % of consolidated profit and loss 75.65% 24.36% 100% 66.31% 33.69% 100% Amount 368.05 118.50 486.54 403.34 204.89 608.22 (₹) in Millions As at March 31, 2024 As at March 31, 2023 Holding Subsidiaries Holding Subsidiaries Company Companies Company Companies Particulars Total Total Amir Chand Amir Chand Jagdish ACJK Foods ACJK Foods Jagdish Kumar Private Private Kumar (Exports) Limited Limited (Exports) Ltd. Ltd. Net assets (i.e. total assets minus total liabilities as % of consolidated net assets 95.03% 4.97% 100% 97.66% 2.34% 100% Amount 2969.47 155.31 3124.78 2752.35 66.06 2818.41 Share in profit and loss as % of consolidated profit and loss 71.34% 28.66% 100% 85.68% 14.32% 100% Amount 216.91 87.14 304.05 149.91 25.05 174.96 Note 45 : Restated Relationships with Struck off companies During the reported period, the group had no transactions with struck off companies. 355Note 46 : Restated Recent Accounting Pronouncements There are no standards of accounting or any addendum thereto, prescribed by Ministry of Corporate Affairs under section 133 of the Companies Act, 2013, which are issued and not effective for any of the reported period. Note 47 : Restated Borrowing against current assets Note 48 : Restated Books reconciliation with Statement sumbited to bank Thequarterly returns or statements of current assets filed by theCompany with banks or financial institutions are in agreement with the books of accounts Note 49 : Restated Other Statutory Information 1.TheCompanyanditsSubsidiariesdoesnothaveanyBenamiproperty,whereanyproceedinghasbeeninitiatedorpendingagainsttheCompanyand its Subsidiaries for holding any Benami property 2. The Company and its Subsidiaries has not traded or invested in Crypto Currency or Virtual Currency during the financial year/period. 3. The Company and its Subsidiaries does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. 4.TheCompanyanditsSubsidiariesdoesnothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedor disclosed asincomeduringtheperiod/year in thetaxassessmentsunder theIncomeTaxAct,1961(suchas,search orsurveyoranyotherrelevant provisions of the Income Tax Act, 1961). 5.TheCompanyhasnotbeendeclaredawillfuldefaulterbyanybankorotherlender(asdefinedundertheCompaniesAct,2013),inaccordancewith the guidelines on willful defaulters 6. The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken 7.TheCompanyisincompliancewiththenumberoflayersprescribedunderClause(87)ofSection2oftheCompaniesActreadwiththeCompanies (Restriction on number of Layers) Rules, 2017. Note 50 : Restated Disclosure of Intermediaries Tothebestofourknowledgeandbelief,TheCompanyanditsSubsidiarieshasnotadvancedorloanedorinvestedfunds-eitherborrowedfundsor sharepremiumoranyothersourcesorkindoffundstoanyotherpersonorentity,includingforeignentities(Intermediaries)withanunderstandingthat the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the CompanyanditsSubsidiariesorprovideanyguarantee,securityortheliketooronbehalf of theCompanyanditsSubsidiaries.Tothebestofour knowledgeandbelief,TheCompanyanditsSubsidiarieshasnotreceivedanyfundfromanypersonorentity,includingforeignentities(FundingParty) with theunderstandingthattheCompanyanditsSubsidiariesshalldirectlyor indirectlylend orinvest inother personsor entitiesidentified inany mannerwhatsoeverbyoronbehalfoftheFundingParty(UltimateBeneficiaries)orprovideanyguarantee,securityortheliketooronbehalfofthe Ultimate Beneficiaries. TheabovestatementshouldbereadwithStatementofadjustmentstoRestatedFinancialInformationinAnnexure-IVandMaterialAccountingPolicies forming part of the Restated Consolidated Financial Statement in Annexure-V with Notes to Restated Consolidated Financial Statement For Pramod K. Sharma & Co. For and on behalf of the Board of Directors of, (Chartered Accountants) (Amir Chand Jagdish Kumar (Exports) Limited) Firm's Registration No : 007857C Sd/- Sd/- Sd/- CA. PRAMOD SHARMA JAGDISH KUMAR SURI RAHUL SURI (PARTNER) (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR) (Membership No.076883) ( DIN.00012690) ( DIN.00012654) UDIN : 26076883KZCSVA3782 PLACE: NEW DELHI PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 DATE: December 29, 2025 Sd/- Sd/- ANUJ VERMA SADHNA KHURANA (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY) PLACE: NEW DELHI PLACE: NEW DELHI DATE: December 29, 2025 DATE: December 29, 2025 356RESTATED STATEMENT OF CAPITALISATION The following table sets forth our Company’s capitalization as at September 30, 2025 derived from Restated Consolidated Financial Information, and as adjusted for the Issue. This table should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Risk Factors” on pages 361 and 36, respectively. (₹ in million, unless otherwise stated) Particulars Pre-Issue as at September 30, 2025 As adjusted for the Issue^ Borrowings Current Borrowings# 7,388.69 7,388.69 Non-current Borrowings (including 8.70 8.70 current maturity)# Total Borrowings (A) 7,397.39 7,397.39 Equity Equity Share Capital#* 827.97 1035.52 Other Equity# 3,580.97 7,484.56 Total Equity (B) 4,408.94 8,520.08 Total Non-current Borrowings 0.00 0.00 (including current maturity) to Total Equity Ratio: Total Borrowings to Total Equity 1.68 0.87 Ratio: (A/B) # These terms carry the same meaning as per Schedule III of the Companies Act, 2013, as amended. * Post issue is adjusted at the Issue Price i.e. ₹ 212/ equity share. ^Notes: i. Current and Non-current Borrowings (including current maturity) are taken as of September 30, 2025. ii. In Equity Share Capital, we have considered the fresh issue of the Company i.e. 20,754,716 equity shares at the face value of ₹ 10/share at the premium of ₹ 202/share. So, the face value of fresh issue i.e. ₹ 207.55 million ((20,754,716 *10)/10^6) is added in the existing Equity Share Capital amount i.e. ₹ 827.97 million. iii. In Other Equity, the securities premium received from fresh issue of 20,754,716 Equity Shares at the face value of ₹ 10/share at the premium of ₹202/share i.e. ₹4,192.45 million is included and estimated issue expense of the fresh issue of ₹ 288.86 million is deducted. 357OTHER FINANCIAL INFORMATION The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations and other non-GAAP measures are given below: As at and for the six As at and for the financial year ended months ended Particulars March 31, March 31, March 31, September 30, 2025 2024 2023 2025^ Basic earnings per share (in ₹) 5.93 7.46 3.75 2.14 Diluted earnings per share (in ₹) 5.93 7.46 3.75 2.14 Return on Net Worth (%) 11.87% 17.61% 10.27 6.43 Net Asset Value per Equity Share of 53.68 46.29 38.09 34.35 face value₹10 each (in ₹) Profit for the year/period 486.54 608.22 304.05 174.96 EBITDA (in ₹ million) 1,057.64 1,636.52 1,096.64 796.93 ^Not annualised Notes: The ratios have been computed as under: 1. Basic EPS (₹) =. Total Comprehensive Income/ Number of shares at the end of the year/period 2. Diluted EPS (₹) = Total Comprehensive Income/ Number of shares at the end of the year/period 3. NAV per Equity Share = (Net Assets – Preference Share Capital) / Number of Equity Shares 4. Return on Equity = PAT/Equity*100 5. PAT = Profit after tax 6. EBDITA = PAT + Interest Cost +Taxes+ Depreciation +Amortization Other financial statements In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company and our wholly owned subsidiary, ACJK Foods Private Limited, for the six months ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 (“Audited Financial Statements”), are available on our website at https://www.aeroplanerice.com/financial-information/. Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Audited Financial Statements of our Company and its Subsidiary and the reports thereon do not constitute, (i) a part of this Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Financial Statements and the reports thereon should not be considered as part of information that any investor should consider subscribing for or purchase any securities of our Company or any entity in which our Shareholders have significant influence and should not be relied upon or used as a basis for any investment decision. None of the entities specified above, nor any of their advisors, nor BRLMs, nor any of their respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions expressed therein. Non-GAAP measures Certain non-GAAP measures (“Non-GAAP Measures”) presented in this Prospectus are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS or Indian GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS or Indian GAAP. In addition, these Non-GAAP Measures are not a standardised term, hence a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting its usefulness as a comparative 358measure. Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating performance. Reconciliation of Return on Net Worth (RoNW) (₹ in million, unless stated otherwise) Particulars Six months As at and for the financial year ended ended Financial Year Financial Year Financial Year September 30, ending March ending March ending March 2025^ 31, 2025 31, 2024 31, 2023 PAT (A) 486.54 608.22 304.05 174.96 Average Equity (B) 4,100.39 3,453.31 2,961.60 2,720.93 Return on Equity C = (A/B)*100 11.87% 17.61% 10.27% 6.43% Opening Equity (a) 3,791.84 3,114.78 2,808,42 2,633.44 Closing Equity (b) 4,408.94 3,791.84 3,114.78 2,808.42 Average Equity c = (a+b)/2 4,100.39 6,906.62 2,961.60 2,720.93 ^Not Annualized Reconciliation of Net Asset Value per Equity Share (₹ in million, except share data) As at and for the six As at and for the financial year ended Particulars months ended March 31, 2025 March 31, 2024 March 31, 2023 September 30, 2025^ Equity share capital (I) 827.97 820.41 54.39 54.39 Other equity and 3,580.97 2,971.43 3,060.39 2,754.03 Instrument entirely in nature of equity (II) Other Equity (III) Total equity 4,408.94 3,791.84 3,114.78 2,808.42 (IV)=(I+II+III) Weighted Average 82,127,998 81,909,629 81,764,712# 81,764,712# number of shares for the period / year (V) Net Asset Value per 53.68 46.29 38.09 34.35 Equity Share of face value ₹10 each* (VI= (IV)/V) *NAV per Equity Share = (Net Assets – Preference Share Capital) / Number of Equity Shares. #As adjusted for bonus shares issued ^Not Annualized Reconciliation of debt equity ratio (₹ in million) As at and for the six As at and for the financial year ended Particulars months ended March 31, March 31, March 31, September 30, 2025^ 2025 2024 2023 Non-current borrowings (I) 8.70 11.07 15.60 107.27 Current borrowings (II) 7,388.69 7,829.51 7,760.60 6,568.03 Total borrowings III = (I+II) 7,397.38 7,840.58 7,776.21 6,675.30 Equity share capital (IV) 827.97 820.41 54.39 54.39 Other equity and Instrument entirely in 3,580.97 2,971.43 3,060.39 2,754.03 nature of equity (V) Total equity (VI)=(IV+V) 4,408.94 3,791.84 3,114.78 2,808.42 Debt equity ratio (VII=III/VI) 1.68 2.07 2.50 2.38 ^ Not Annualized 359Reconciliation of net debt to equity ratio (₹ in million) As at and for the As at and for the financial year ended six months ended Particulars March 31, September 30, March 31, 2024 March 31, 2023 2025 2025^ Non-current borrowings (I) 8.70 11.07 15.60 107.27 Current borrowings (II) 7,388.69 7,829.51 7,760.60 6,568.03 Total borrowings III = (I+II) 7,397.38 7,840.58 7,776.21 6,675.30 Cash and cash equivalents and 193.86 195.47 179.27 175.58 bank balances (IV) Net debt (V = III - IV) 7,203.52 7,645.11 7,596.94 6,499.72 Equity share capital (VI) 827.97 820.41 54.39 54.39 Other equity and Instrument 3,580.97 2,971.43 3,060.39 2,754.03 entirely in nature of equity (VII) Total equity (VIIII)=(VI+VII) 4,408.94 3,791.84 3,114.78 2,808.42 Net Debt to equity ratio (IX= 1.63 2.02 2.44 2.31 V/VIII) ^ Not Annualized Related Party Transactions For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind As 24 ‘Related Party Disclosures’ for six months ended September 30, 2025, Fiscal 2025, Fiscal 2024, and Fiscal 2023, read with SEBI ICDR Regulations, and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial Information- Note 37 – Restated Related Party Transactions” on page 351. 360MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information on page 295. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 and for the six months period ended September 30, 2025 included herein is derived from the Restated Consolidated Financial Statements, included in this Prospectus, which have been derived from our audited financial statements and is restated in accordance with the SEBI ICDR Regulations and the Guidance Notes on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see “Financial Information” on page 295. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Research Report on Rice Industry” dated January 13, 2026 prepared and issued by CARE, appointed by us on April 16, 2025, and exclusively commissioned and paid for by us for the purposes of confirming our understanding of the industry, exclusively in connection with the Issue. A copy of the Company commissioned CARE Report is available on the website of our Company at https://www.aeroplanerice.com/investor-information/. The data included herein includes excerpts from the Company commissioned CARE 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 Company commissioned CARE 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 contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 74. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 74. For details relating to the defined terms in the section, please see “Definitions and Abbreviations” beginning on page 1. Unless the context otherwise requires, in this section, references to “our Company”, “the Company”, “we”, “us”, “our” refer to Amir Chand Jagdish Kumar (Exports) Limited and its Subsidiary on a consolidated basis. OVERVIEW We are a processor and exporter of basmati rice and other FMCG products in India. Leveraging the extensive expertise of our Promoters, our Company benefits from over four decades of experience in the basmati rice industry in India. As per Company commissioned CARE Report, we rank 3rd among our peers in terms of revenue, we are among the few Indian branded rice players that have ventured into FMCG staples. We believe we are one of the few Indian companies with fully integrated operations with a presence across the basmati rice value chain, with operations that include procurement, storage, processing, marketing and sales. In addition, we have diversified into FMCG products, offering staples and essential kitchen supplies such as aata, maida, sooji, besan, salt and sugar, We market our products under our flagship registered and trademarked brand “AEROPLANE”, with more than 40 different sub-brands for various products, including without limitation, “Aeroplane La-Taste”, “Aeroplane Classic”, “Ali baba”, “World Cup” and “Jet”. As of date of this Prospectus, we have registered a total of 100 trademarks, including 70 trademarks in India and 30 trademarks across 26 countries (primarily in Europe, Asia and Africa), as well as 22 copyrights in India. We provide our customers with a diverse range of brands across multiple price segments catering to various demographics. Our products are broadly categorized into two (2) segments: (i) rice and (ii) FMCG. The products in our rice segment comprise of basmati rice and other specialty rice, such as brown rice, kolam rice, sona masuri, idli rice and ponni rice. We derive a majority of our revenue from our basmati rice products. Basmati rice, famous for its aroma and long grains, is a premium variety and one of the most prized varieties of rice. As per Company commissioned CARE Report, basmati rice from India has been granted a Geographical Indication (GI) tag, recognizing its unique identity and ensuring protection against counterfeit products in international markets. As per Company commissioned CARE Report, India is the leading exporter of basmati rice to the world with an export volume of 6,065,500 MT (increased by 16% as against the previous year) to the world for the worth of Rs. 50,312 crores/ USD 5,944 million, during the year 2024-25, according to Agricultural and Processed Food Products Export Development Authority (APEDA . As per Company commissioned CARE Report, during the past five years, India exported rice to about 150 countries 361globally. The major export destination being the Middle East, including Saudi Arab, Iran, Iraq, UAE, etc. Our basmati rice products are further categorized into “premium”, “medium” “value” and “HORECA” segments, depending on type and blend of grain, the respective brands under which such products are distributed, the target customers and the price range. Leveraging our existing market presence, distribution networks, quality control expertise, procurement efficiencies and brand recognition, we have recently expanded into FMCG products. Products in our FMCG segment comprise of kitchen essential supplies, including wheat flour (atta), refined wheat flour (maida), gram flour (besan), instant phirni, idli rice flour, salt, semolina (sooji) and sugar. Set out in the table below is the breakdown of our revenues from operations derived from sale of products by product categories for the six months ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023: (₹ in million, unless stated otherwise) Product Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 Category September 30, 2025 Revenue % of Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue from revenue operation from operation from operation from operation from Operation operation Operation Operation s derived derived s derived s derived from sale from sale from sale from sale of of of of products products products products Rice 10,121.20 99.39 19,651.08 99.07 15,094.52 99.04 12,847.06 98.73 FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40 Other 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87 Total 10184.82 100.00 19835.68 100.00 15,241.01 100.00 13,012.75 100.00 Note: “Others” primarily comprise of revenue generated from sale by-products, unused packing material and paddy, etc. We sell our rice products both in the domestic as well as the international markets whereas our FMCG products are sold in the domestic market only. Our revenue from operations derived from domestic sales have grown at a CAGR of approximately 74.90% from Fiscal 2023 to Fiscal 2025. As at February 28, 2026, our Company exported its products to more than 38 countries across four (4) continents. Set out in the table below is a breakdown of our revenue from domestic sales and exports during the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively. Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % of % of % of Particulars Revenue Revenue % of revenue Revenue revenue revenue Revenue revenue (in ₹ (in ₹ from (in ₹ from from (in ₹ million) from million) million) operations million) operations operations operations Exports 3,311.55 32.43 7,660.65 38.27 8,240.01 53.18 9,122.71 69.33 Domestic 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67 Total 10,212.45 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00 Our products are sold through our distributors to the end customers and also directly by us to institutional consumers, retail chains and through our Company’s website, other e-commerce sites and quick commerce channels. We have also established a strong sales and distribution network in our international markets and in India, which has enabled us to cater and service the consumer demand. The table below sets out the number of our distributors in the international markets and in India as at dates indicated: 362As at Particulars February September 30, March 31, March March 28, 2026 2025 2025 31, 2024 31, 2023 Number of distributors in India 431 431 425 390 380 Number of distributors outside of India 53 53 50 50 50 As of date of this Prospectus, we operate three (3) manufacturing, processing and packaging facilities in India strategically located in the states of Punjab, Haryana and New Delhi. The details of each of our Units are as follows: Name of Unit Location Function Unit I Amritsar Unit- Village Mehla Wala, near 1. Rice milling Kukkerawala, Anjala Road, Amritsar, Punjab – 143 2. Rice processing and packaging 001, India Unit II Haryana Unit- Jind Road, Safidon District, Jind - 1. Rice milling 126 112, Haryana, India 2. Rice processing and packaging Unit III Delhi Unit - Khasra number 67/9, near Tata Telco 1. Rice packaging service station, Village Alipur, Delhi – 110 036, 2. FMCG packaging India The following table sets forth information on the aggregate installed capacities and capacity utilization of our Units for rice production for the periods indicated: For the six months ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars 2025(1) (MT) (MT) (MT) (MT) Installed Capacity 550,800 550,800 550,800 550,800 Actual Production 134,226 277,908 196,393 178,690 Capacity Utilization 24.37 50.46 35.66 32.44 (%) As certified by Dharam Vir Mehta, Independent Chartered Engineer pursuant to certificate dated March 12, 2026. (1) Installed capacity for the six months ended September 30, 2025 is not annualized. All of our Units operate under a food safety management system which complies with the requirements of ISO 22000: 2018. In addition, they are also Hazard Analysis and Critical Control Point (“HACCP”) accredited. We typically store the basmati paddy and rice in open and covered warehousing facilities (including silos). We procure basmati paddy primarily from the basmati producing states in northern India, through our own procurement team as well as our extensive and entrenched procurement network consisting of registered procurement agents across various agricultural produce markets known as “mandis”. Our strong relationships with these procurement agents, combined with the expertise of our Promoters and senior management in basmati procurement and production, enable us to implement a successful procurement strategy. The table below sets out the number of procurement agents we had arrangements with as at dates indicated: As at Particulars February September 30, March 31, March 31, March 31, 28, 2026 2025 2025 2024 2023 Number of procurement agent 325 325 325 325 325 Two of our Promoters, Jagdish Kumar Suri and Rahul Suri, have experience of more than four and three decades in the rice industry, respectively. In 1998-1999, Jagdish Kumar Suri, through his previous sole proprietorship, had received the National Export Awards from the Ministry of Commerce and Industry, in recognition for his outstanding performance in the rice industry in India. Jagdish Kumar Suri is responsible for overseeing our procurement, domestic 363sales, strategic operations, finance and also responsible for overseeing the strategic growth initiatives and expansion plans of our Company. Rahul Suri is responsible for overseeing the production, export sales, quality control, marketing and other day to day operations of our Company. Furthermore, Ramnika Suri, our Promoter, is responsible for overseeing our marketing and administrative functions. Our Promoters have contributed to the growth trajectory of our Company. For further details, please refer to “Our Business – Our Competitive Strengths – Experienced management team” on page 219 and “Our Promoters and Promoter Group” on page 287. Set out below are a few key performance indicators: As at/ For the Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Revenue from operations(₹ in million) (1) 10,212.46 20,016.47 15,495.24 13,158.48 EBITDA (₹ in million) (2) 1,057.64 1,636.52 1,096.64 796.93 EBITDA margin (%)(3) 10.36% 8.18% 7.08% 6.06% Profit after tax (PAT) (₹ in million) 486.54 608.22 304.05 174.96 PAT Margin (%)(4) 4.76% 3.04% 1.96% 1.33% Return on equity(%)(5) 11.87% 17.61% 10.27% 6.43 Return on capital employed (%) (6) 9.16% 14.36% 10.41% 7.82% Total debt (₹ in million) 7,397.38 7,840.58 7,776.21 6,675.30 Debt to equity ratio(7) 1.68 2.07 2.50 2.38 Inventory days (days) 161 157 168 176 Distributors 484+ 475+ 440+ 430+ Notes: (1) Revenue from Operations = Reported revenue from operations for the financial year which includes revenue from the same of products and trading. (2) EBITDA = Profit Before Tax + Finance Cost + Depreciation and Amortization Expenses – Other Income (3) EBITDA Margin % = EBITDA/ Revenue from Operations (3) PAT Margin = Profit after tax / Revenue from Operations. (4) PAT Margin % = Net Profit for the year/ Revenue from Operations (5) Return on Equity (RoE) % = Net Profit for the year/ Average Total Equity at the beginning and end of the year (6) Return on Capital Employed (RoCE) % = EBIDT / Average Capital Employed at the beginning and end of the year - EBIT = Profit Before Tax + Finance Costs - Average Capital Employed = Total Assets – (Current liabilities excluding short term borrowings) (7) Debt to Equity Ratio = Total Debt (Long term debt + Short Term Debt)/ Total Equity For further details in relation to our business overview, competitive strengths, business strategies and business operations, please see “Our Business” on page 212. SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in “Our Business” and “Risk Factors”, beginning on pages 212 and 36. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations: Availability and cost of raw materials Our business operations are primarily dependent on our ability to source raw materials at acceptable prices and maintain a stable and sufficient supply of our major raw materials i.e. basmati paddy and unfinished rice. The following table sets forth our cost of materials consumed in the periods indicated: 364Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 Particulars As a % of As a % of As a % As a % In ₹ In ₹ In ₹ In ₹ total total of total of total million million million million expenses expenses expenses expenses Cost of 8,419.11 87.58 17,313.49 90.00 12,551.36 83.01 11,118.25 85.88 materials consumed We are required to complete most of our annual procurement of our primary raw material, paddy crop, during the peak harvesting season of paddy, i.e. period between September and January as paddy crop is grown once a year. We do not have long-term or continuing contractual arrangements with our suppliers and rely on purchase orders for the procurement of raw materials. In the event we are unable to procure and store raw materials during the peak season in a timely manner or at all and at a commercially reasonable price, we, may have to incur additional procurement costs which may not be commercially favourable for us. Further, the price and availability of such raw materials depend on several factors beyond our control, including overall economic conditions, change in climate conditions, market demand and competition for such materials, production and transportation cost, duties and taxes. In addition, while competition for procuring raw material may result in an increase in raw material prices, our ability to pass on such increases in overall operational costs may be limited. Furthermore, any increase in the cost of raw materials could result in a reduction of our profit margins. Maintaining inventory levels and storage of inventories A significant portion of the basmati rice inventory requires ageing of typically for 3 to 24 months to ensure as the quality of rice improves with time, enabling our company to command premium pricing. Further, we are also required to complete most of our annual procurement of our primary raw material, paddy crop, during the peak harvesting season of paddy, i.e. period between September and January as paddy crop is grown once a year. As a result, our inventory turnover days have been high. The table below sets out certain financial information relating to our inventory management for the periods indicated: Six months ended Particulars September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023 2025(1) Inventory as a percentage of current assets (%) 60.84 63.95 67.49 63.90 Inventory turnover days (days) (2) 161 157 168 176 (1) Not Annualized (2) Inventory turnover days = 365/ (Revenue from Operations/average inventory at the beginning and end of the year) We are required to maintain adequate inventory levels of raw materials at all times to meet customer expectations and ensure continuity of operations. However, our raw material inventory, primarily consisting of paddy crop, is vulnerable to a variety of risks including crop diseases caused by fungi, bacteria, and viruses, as well as infestations from insects, larvae, and rodents. Any inability to effectively safeguard our inventory against such risks may lead to spoilage, loss of stock, increased costs, and disruption in our supply chain, which could adversely affect our operations. Further, if we are unable to procure sufficient raw materials at reasonable cost our growth plans, business, results of operations and financial condition could be adversely affected. Inaccurate forecasting of demand or inefficiencies in managing inventory levels could lead to overproduction or stockpiling of obsolete components, which could result in increased storage costs or write-offs, negatively impacting profitability. Likewise, failure to have adequate inventory in stock to fulfil customer orders could result in inability to meet customer demand or loss of customers, leading to possible loss of future revenue. Distribution network Our business is primarily driven by our business-to-consumer (B2C) operations, wherein our products reach our consumers through our distribution network. Our B2C operations comprise of general trade channels, modern trade 365channels and e-commerce channels. We service our general trade channel via our distributors, who in turn sell to retail outlets, wholesale and retail agents, modern trade, hotels, restaurant chains, hospitals, etc. Our modern trade channel includes arrangements with retail players. Other than B2C operations, we also sell our products directly to end- customers through our D2C operations, which mainly comprise of sales to institutional customers through our sales team and to end-consumers through our Company’s website. We presently do not have any long-term arrangements with any of our distributors and we cannot assure you that we will be able to sell the quantities we have historically supplied such distributors or that they will not place orders with our competitors. As we rely on historical trends and other indicators to purchase the required quantities of raw materials during the harvesting season, we run the risk of purchasing more raw materials than is required in our operations, which could materially affect our results of operations. In addition, our distributors could change their business practices or seek to modify the trading terms which we have previously agreed with them, including in relation to their payment terms. In the event our distributors experience any delays in placing orders with us, do not effectively market our products, or if they prefer to market the products of our competitors instead, our products may not attain as much reach as our competitors in the market and we may lose consumers and thereby our market share which could have a material adverse effect on our business growth and prospects, financial condition and results of operations. Any failure or delay in collecting outstanding payments or misappropriation of dues by our distributors could have a material adverse effect on our liquidity and results of operations. Competition We expect competition in the basmati rice sector to further intensify due to the pressures on basmati rice companies to expand and consolidate. Large and organized producers of basmati rice are may be more successful than smaller and fragmented producers due to the working capital requirements and lead time required to set up processing plants as well as the benefits that economies of scale bring to basmati paddy procurement, processing know-how, access to capital and client relationships. We expect competition from other Indian basmati rice producers to continue to intensify as they expand to take advantage of economies of scale. As per Company commissioned CARE Report, India’s basmati rice exports will be key monitorable in 2024 after nearing a record high in 2023 due to increased competition from Pakistan, which is offering the grain at more competitive prices. Increased consolidation and organization among companies in the basmati rice market could significantly increase competition and adversely affect our market share and business. If increased competition leads to a decline in demand for our products, we may be compelled to lower our prices, which could reduce our profit margins and negatively impact our operating results. Factors affecting our exports A significant portion of our income is derived from our export of basmati rice. If there is an economic slowdown or other factors that affect the economic health of our key exporting countries, our export customers may reduce or postpone their requirements significantly, which may in turn lower the demand for our products and have a material adverse effect on our revenues and profitability. Our exports are also exposed to certain political and other related risks inherent, including exposure to potentially unfavourable changes in tax rates or other laws, introduction of new laws, regulations and practices, partial or total expropriation or other government actions, and the risks of war, terrorism and other civil disturbances for which our Company carries no insurance coverage. Any change in overseas government policies and regulations including any ban imposed on particular variety of rice by the government might have an adverse impact on our exports. The loss of any significant export rice market because of these events or conditions could have a material adverse effect on our business, results of operations and financial condition Production capacities and operating efficiencies As on the date of this Prospectus, our Company operates two processing facilities and one packaging facilities strategically located spread across the states of Punjab, Haryana and Delhi. These Units are strategically located to optimise the sourcing of our raw materials and to enable efficient logistics management. Our processing facilities are automated and equipped with the advanced machinery that has helped us significantly increase production efficiencies in many instances and ensure quality of our products. Any slowdown or interruption to our processing operations or under-utilization of our existing processing facilities may have an adverse impact on our business and financial performance. Factors that may impact operations at our processing facilities, include operational risks beyond our control, including power shortages, labour disputes, natural disasters, industrial accidents and compliance with 366regional and national regulatory requirements. Any breakdown or obsolescence in the equipment in our processing facilities may interrupt our processing process SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PREPARATION Our Company's Restated financial statements and information have been prepared in accordance with Indian Accounting Standards (IndAS) as prescribed under Section 133 of the Companies Act ,2013 read with Companies (Indian Accounting Standards) Rules ,2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and relevant provisions of the Companies Act, 2013 and the provisions of the RBI guidelines/regulations to the extent applicable on an accrual basis. The Company adopted Indian Accounting Standards (IndAS) as prescribed under Section 133 of the Companies Act, 2013 w.e.f. April 1, 2021. The financial statements have been prepared on a historical cost convention except for the certain financial assets & liabilities measured at fair value (refer accounting policy regarding financial instruments) at the end of each reporting period as explained in the accounting policies below. The financial statements are presented in Indian Rupees (Rs.), which is also the Company’s functional currency and all values are recorded to the nearest Millions, except where otherwise indicated. Accounting policies followed in the preparation of these financial statements are consistent with the previous year. And there are no changes in accounting policies in any of the last three financial years and for the period ended September 30, 2025. The Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in the Red Herring Prospectus (“RHP”) filed by the Company with the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited and BSE Limited in connection with proposed Initial Public Offering (“IPO”) of its equity shares of the Company having a face value of ₹ 10, comprising of a fresh issue of equity shares (the “Issue”). The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company, have been prepared in accordance with the requirements of : (a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (“the Act”); (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) as amended from time to time; and (c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) as amended (the “Guidance Note”) Restated Consolidated Financial Information: (a) do not require any adjustments for the changes in accounting policies or material errors (b) do not require any adjustment for modification as there is no modification in the underlying audit report. (c) appropriate regroupings have been made retrospectively in the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, in order to bring them in line with the presentation as per the Audited consolidated financial statement for the period ended September 30, 2025 These Restated Consolidated Financial Information have been prepared for the Group as a going concern basis These Restated Consolidated Financial Information have been compiled from: (a) Audited Consolidated Ind AS financial statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023; (b) Audited Consolidated Special Purpose Interim IND AS Financial Statement of the Group for the period ended September 30, 2025. 367Principles of Consolidation (a) The financial statements of the Company and its subsidiaries are combined on a line-by-line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intragroup transactions. (b) Profits or losses resulting from intra-group transactions that are recognised in assets, such as Inventory and Property, Plant and Equipment, are eliminated in full. B. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements in conformity with Indian Accounting Standards (IndAS) requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities as of the balance sheet date, reported amounts of revenues and expenses for the period ended and disclosure of contingent liabilities as of the balance sheet date along with their disclosures. The estimates and assumptions used in these financial statements are based upon management’s evaluation of the relevant facts and circumstances as on the date of the financial statements. Existing circumstances and assumptions about future developments, however may change due to market changes or circumstances arising that are beyond the control of the Company. Actual results may differ from those estimates. Any revision to accounting estimates is recognized prospectively. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Taxes Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Fair value measurement of financial instruments When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Employee benefit plans The cost of defined benefit gratuity plan and other post-employment benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates. Estimation of provisions and contingencies Provision for expected credit losses of trade receivables and contract assets Impairment of financial assets The impairment provision for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Estimated impairment allowance on trade receivables is based on the aging of the receivable balances and historical experiences. Individual trade receivables are written off when management deems them not to be collectible. 368C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1) Current versus non-current classification The Company presents assets and liabilities in the consolidated balance sheet based on current/ noncurrent classification. An asset is treated as current when it is: (i) Expected to be realised or intended to be sold or consumed in normal operating cycle, (ii) Held primarily for the purpose of trading, (iii) Expected to be realised within twelve months after the reporting period, or (iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: (i) It is expected to be settled in normal operating cycle, (ii) It is held primarily for the purpose of trading, (iii) It is due to be settled within twelve months after the reporting period, or (iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as noncurrent assets and liabilities. Operating cycle for current and non-current classification The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle. 2) Fair value measurement of financial instruments 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: (i) In the principal market for the asset or liability, or (ii) In the absence of a principal market, in the most advantageous market for the asset or liability The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial 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. 369For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the 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. In determining the fair value or its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value includes discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result from general approximation of value and the same may differ from the actual realised value. 3) REVENUE RECOGNITION The Company is engaged in the business of processing, packaging and trading of Rice and other Fast-moving consumer goods, the portfolio of the business can be broadly categorised into Rice and other Fast-moving consumer product. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, if any. The Company recognizes revenue when it transfers control over a product or service to a customer. The standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. As required by Ind-AS 115 a five-step process must be applied before revenue can be recognised: 1) identify contracts with customers 2) identify the separate performance obligation 3) determine the transaction price of the contract 4) allocate the transaction price to each of the separate performance obligations, and 5) recognise the revenue as each performance obligation is satisfied. Sale of Goods Sale of goods is recognized when control of the goods has transferred to the customers, depending on individual terms. i.e. at the time of dispatch, delivery or formal customer acceptance depending on agreed terms. Sales are recognised net of Goods and Service tax, trade discounts. Royalty Income Royalty Income is recognised based on agreements/arrangements with the customers as the service is performed using the proportionate completion method, when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service and is recognised net of applicable taxes. Dividend income Dividend is recognised when the Company’s right to receive the payment is established, which is generally when shareholders approve the dividend. Interest income Interest income is recognized using the time proportion method based on the rates implicit in the transaction. 4) PROPERTY PLANT & EQUIPMENT (PPE) Tangible Assets: 370Property Plant & Equipment are stated at cost of acquisition less accumulated depreciation and impairment loss, if any. The cost of acquisition includes direct cost attributable to bringing the assets to their present location and working condition for their intended use. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date and excludes any tax for which input credit is taken. Subsequent expenditure is capitalised only when it increases the future economic benefits for its intended from the existing assets beyond its previously assessed standard of performance. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives and capitalises cost of replacing such parts if capitalisation criteria are met. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized. Assets individually costing Rs. 5000 or less are expensed out in the year of acquisition. Intangible Assets: Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. 5) DEPRECIATION Depreciation on Tangible assets: Depreciation is provided on the written down value method over the useful life of the assets as specified in Schedule II of the Companies Act, 2013. Depreciation is charged on a pro-rata basis from / up to the date of acquisition /sale or disposal. The Company has used the following useful lives as prescribed in Schedule II of the Companies Act, 2013: Asset Class Details Freehold land Not Depreciable Building 30 Years/ 60 Years Plant & Equipment 15 Years/ 25 Years Electrical Installations 10 Years Office Equipment 5 Years Furniture & Fixtures 10 Years Computers and data processing equipment’s 3 Years/ 6 Year Vehicle 8 Years/ 10 Years 6) IMPAIRMENT OF ASSETS As at the end of each accounting year, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the said assets are tested for impairment so as to determine the impairment loss, if any. The intangible assets with indefinite life are tested for impairment each year. Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined: 371(i) In the case of an individual asset, at the higher of the net selling price and the value in use; and (ii) In the case of a cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use. The amount of value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of the Company suitably adjusted for risks specified to the estimated cash flows of the asset). For this purpose, a cash generating unit is ascertained as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss. 7) FINANCIAL INSTRUMENTS A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Subsequent measurement of financial assets: All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification financial assets. Following are the categories of financial instrument: a) Financial assets at amortised cost b) Financial assets at fair value through other comprehensive income (FVTOCI) c) Financial assets at fair value through profit or loss (FVTPL) a) Financial assets at amortised cost Financial assets are subsequently measured at amortised cost using the effective interest rate method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in the statement of profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables, loans and other financial assets. 372b) Financial assets at fair value through other comprehensive income (FVTOCI) Debt financial assets measured at FVOCI: Debt instruments are subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI financial assets is reported as interest income using the EIR method. c) Financial assets at fair value through profit or loss (FVTPL) Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading. Other financial assets such as unquoted Mutual funds are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when: a) the rights to receive cash flows from the asset have expired, or b) the Company has transferred its rights to receive cash flows from the asset, and (i) the Company has transferred substantially all the risks and rewards of the asset, or (ii) the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. On derecognition of a financial asset in its entirety, the differences between the carrying amounts measured at the date of derecognition and the consideration received is recognised in the Statement of Profit and Loss. Impairment of financial assets In accordance with Ind AS 109, the Company applies expected credit loss (‘ECL’) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure: a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables and bank balance b) Financial assets that are debt instruments and are measured at FVTOCI. c) Financial guarantee contracts which are not measured as at FVTPL. 373The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date. ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider: 1. All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument 2. Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the Statement of Profit and Loss. This amount is reflected under the head ‘other expenses’ in the Statement of Profit and Loss. In the balance sheet, ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings. Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss. Gains or losses on liabilities held for trading are recognised 374in the profit or loss Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/losses are not subsequently transferred to P&L. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. Loans and borrowings This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings. De-recognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss. Financial guarantee contracts Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Reclassification of financial assets The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 3758) Inventories The Inventories have been valued at cost or net realizable value whichever is lower. The Inventory is physically verified by the management at regular intervals. Cost of Inventory comprises of Cost of Purchase, Cost of Conversion and other Costs incurred to bring them to their respective present location and condition. 9) Employee Benefit Expenses Short term employee benefits All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and short term compensated absences, etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service. Defined Benefit Plan Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on Projected Unit Credit Method made at the end of the financial year. Actuarial gains and losses for both defined benefit plans are recognized in full in the period in which they occur in the statement of OCI. Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the consolidated balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss: • Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and • Net interest expense 10) Taxation Current Tax: Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income- tax Act, 1961 enacted in India. Current income tax relating to items recognised outside profit or loss are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred Tax: Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. 376Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax relating to items recognised outside profit or loss is recognised outside profit and loss (either in other comprehensive income or in equity). 11) Borrowing costs Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds including interest expense calculated using the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset until such time as the assets are substantially ready for the intended use or sale. All other borrowing costs are expensed in the period in which they occur. 12) Provisions, Contingent Liabilities & Contingent Assets Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. A provision for onerous contracts is recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract. Contingent liability is disclosed in the case of: • a present obligation arising from past events, when it is not probable that an outflow of resources will be required to see the obligation. • a present obligation arising from past events, when no reliable estimate is possible: • a possible obligation arising from past events, unless the probability of outflow of resources is remote. A contingent asset is disclosed where an inflow of economic benefits is probable. Provisions, contingent liability & contingent asset are reviewed at each balance sheet. 13) Earnings Per Share 377Basic earnings per share is calculated by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earing per share adjusts the figures used in determination of basic earnings per share to take into account the conversion of all dilutive potential equity shares. 14) Leases Where the Company is 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 impairment losses, and adjusted for any remeasurement 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 The right-of-use assets are also subject to impairment. Lease Liabilities 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, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. 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. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases (i.e. Those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. 15) Investment in Shares of Company ACJK Foods Private Limited was incorporated as Wholly Owned Subsidiary on November 11, 2020. 37816) Events after reporting date Where events occur after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the Restated Consolidated Financial Information. Otherwise, events after the balance sheet date of material size or nature are only disclosed. NON-GAAP MEASURES: EBITDA, EBITDA Margin, Return on Capital Employed (ROCE), and Return on Equity (ROE) (collectively referred to as “Non-GAAP Measures”) presented in this Prospectus are supplemental disclosures and are not recognized measures under Ind AS, Indian GAAP, IFRS, or US GAAP. We have included these Non-GAAP Measures because we believe they provide meaningful insights into our operating performance and unit economics and are used by management to monitor and evaluate our business. However, since these measures are not defined under any accounting standards, their calculation may vary across companies and industries. As such, they should not be viewed in isolation or considered as alternatives to the financial information prepared and presented in accordance with Ind AS, including metrics such as profit for the period, cash flows, or any other measure of financial performance or liquidity. Due to the lack of standardization, comparisons of these Non-GAAP Measures with similarly titled metrics presented by other companies may not be meaningful and may limit their usefulness as comparative performance indicators. Accordingly, undue reliance should not be placed on these Non-GAAP Measures For further details on Non-GAAP Measures, see “Other Financial Information – Non-GAAP measures” on page 358. PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS Set forth below are the key components of our statement of profit and loss from our continuing operations from our restated consolidated statement of profit and loss for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023: Income Our total income comprises (i) revenue from operations; and (ii) other income. Revenue from Operations Revenue from operations comprises (i) sale of products which includes sale of rice, FMCG and other products such as packing material and other products including by products; (ii) sale of services i.e. job work receipts from processing of paddy & rice and (iii) other operating revenues which includes insurance/ shipping cost on rice sale which is form part of “landed cost” of goods export incentives, commission income facilitation and support services provided and custom duty on export sales. The Company is mainly engaged in the business of exporting rice & activities connected and incidental thereto. On that basis, the Company has only one reportable business segment – Rice trading, the results of which are embodied in the financial statements. For details of segment reporting, refer “Management’s Discussion and Analysis of Financial Position and Results of Operations- Segment Reporting” on page 396 below. Other Income Other income includes (i) income received by way of interest through fixed deposit, interest received on security deposit and interest received from customers; and (ii) other non-operating income which includes duty draw back refund, foreign exchange gain, profit on sale of fixed assets, sale of solar power energy and sale of scrap. 379Expenses Our expenses primarily comprise of direct expenditure i.e. (i) cost of materials consumed; (ii) purchases of stock in trade; (iii) changes in inventories of finished goods ,work in progress & stock-in-trade (iv) employee benefits expenses; (v) finance cost (vi) depreciation and amortization expenses; and (vii) other expenses viz. direct & manufacturing expenses, administrative & general expenses and selling & distribution Expenses. Costs of materials consumed Cost of material consumed consists of changes in raw materials inventory. Primary raw materials include paddy, rice, bardana and wheat. Purchase of stock-in-trade Purchase of stock in trade consists of FMCG goods viz. sugar, flour (Aata), besan, maida, sooji and salt. Changes in inventories of finished goods, work-in-progress and stock-in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade consists of (i) opening inventories (finished goods, by products, stock-in-trade and work-in-progress); and (ii) closing inventories (finished goods, by products, stock-in-trade and work-in-progress). Employee benefits expense Employee benefits expense primarily comprises (i) salaries and wages; (ii) bonus; (iii) contribution to provident fund; (iv) gratuity; (v) staff welfare expenses; (vi) other employee related expenses viz. staff welfare expenses, staff extra benefit, labour welfare fund, ESI contribution , insurance Charges, employee medical expenses etc. Finance Costs Finance costs comprises (i) interest on borrowings; and (ii) other borrowing costs i.e. bank charges and other interest charges viz. interest on delay payment of suppliers, TDS and GST. Depreciation and Amortization Expense Depreciation and amortization expenses comprise (i) depreciation on property, plant and equipment; and (iii) amortization of intangible assets. Other Expenses Other expenses comprises: (i) direct and manufacturing expenses which includes (a) power and fuel expenses incurred towards our manufacturing and processing process ; (b) repairs and maintenance charges towards other viz. charges related to maintenance godowns, building & electric repairs;(c) repairs and maintenance charges for plant and machinery; (d) freight charges incurred towards import and local transportation of goods; (d) warehousing expenses and (e) other manufacturing cost viz. cost related to production, packaging, and consumables; and (ii) administrative and general expenses which includes (a) payment to auditors towards statutory audit, tax audit and other compliance matters; (b) books periodicals (c) computer maintenance; (d) CSR expenses; (e) fees and taxes incurred towards fees paid to get certifications and other government stamp duty and license fees; (f) festival expense; (g) foreign exchange loss; (h) general expenses such as miscellaneous expenses, overheads relates to day-to-day operating costs which expenditure not covered under any appropriate heads of expenses like garden expenses, office supplies etc; (i) GST, sales tax & service tax expenses; (j) insurance expenses; (k) legal and professional charges; (l) office and general maintenance cost; (m) postage and courier; (n) printing and stationery; (o) rent for office and others viz. rent for Registered Office & rent for accommodation cost to staff;(p) safety and security expenses incurred towards security guard deputation expenses at offices, units and godowns; (q) subscription and membership fees 380incurred towards renewal of membership with various associations and software/tools; (r) telephone, mobile and telex expenses; (s) travelling and conveyance expenses; and (t) vehicle running expenses and (iii) selling and distribution expenses which includes (a) advertisement; (b) brokerage paid on sale of goods (c) business and marketing expenses; (d) clearing and forwarding charges; (e) custom duty on exports; (f) freight outward; (g) inspection fees and charges for part of logistics and customs-related expenses; (h) rebate and discounts; and (i) ship freight. (Remainder of this page has been intentionally left blank) 381RESULTS OF OPERATIONS The following table sets forth our selected financial data from our restated consolidated statement of profit and loss for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income for such years: Fiscals Six months September 30, 2025 Particulars 2025 2024 2023 Amount % of Total Amount % of Total Amount % of Total Amount % of Total (In ₹ million) Income (In ₹ million) Income (In ₹ million) Income (In ₹ million) Income Income Revenue from operations 10,212.46 99.70% 20,016.47 99.88% 15,495.24 99.88% 13,158.48 99.85% Other income 30.51 0.30% 23.82 0.12% 18.97 0.12% 20.13 0.15% Total Income 10,242.97 100.00% 20,040.28 100.00% 15,514.21 100.00% 13,178.61 100.00% Expenses Cost of materials 8,419.11 82.19% 17,313.49 86.39% 12,551.36 80.90% 11,118.25 84.37% consumed Purchases of stock-in- 21.78 0.21% 42.70 0.21% 26.42 0.17% 40.46 0.31% trade Changes in inventories of 214.44 2.09% (388.01) (1.94) % finished goods, work in 422.64 2.72% (101.34) (0.77)% progress & stock-in-trade Employee benefits 64.01 0.62% 140.19 0.70% 122.23 0.79% 108.32 0.82% expenses Finance costs 425.75 4.16% 787.81 3.93% 649.01 4.18% 511.28 3.88% Depreciation and 32.13 0.31% 70.25 0.35% 73.37 0.47% 73.34 0.56% amortization expenses Other expenses 435.48 4.25% 1,271.58 6.35% 1,275.94 8.22% 1,195.86 9.07% Total Expenses 9,612.69 93.85% 19,238.01 96.00% 15,120.98 97.47% 12,946.17 98.24% Profit/ (loss) before 630.28 6.15% 802.28 4.00% 393.23 2.53% 232.44 1.76% exceptional items and tax Exceptional items - - - - - - - - Profit / (Loss) before tax 630.28 6.15% 802.28 4.00% 393.23 2.53% 232.44 1.76% Tax Expense: a) Current tax 147.20 1.44% 193.00 0.96% 96.00 0.62% 65.5 0.50% b) Deferred tax/ (Income) (3.47) (0.03) % (9.98) (0.05) % (9.71) (0.06)% (8.03) (0.06)% 382Fiscals Six months September 30, 2025 Particulars 2025 2024 2023 Amount % of Total Amount % of Total Amount % of Total Amount % of Total (In ₹ million) Income (In ₹ million) Income (In ₹ million) Income (In ₹ million) Income c) Short/Excess Payment - - 11.03 0.06% 2.89 0.02% 0.01 0.00% of tax in previous periods Total tax expense 143.73 1.40% 194.05 0.97% 89.18 0.57% 57.48 0.44% Profit / (Loss) for the 486.54 4.75% 608.22 3.03% 304.05 1.96% 174.96 1.33% year / period Other Comprehensive Income/ (Loss) i. Items that will not be 0.74 0.01% 3.97 0.02% reclassified to Profit or 2.81 0.02% 0.02 0.00% Loss ii. Income Tax relating to (0.19) 0.00% (0.77) 0.00% items that will not be (0.50) 0.00% (0.00) 0.00% reclassified to Profit or Loss i Items that will be - reclassified to Profit or - - - - - - - Loss iv. Income Tax relating to - items that will be - - - - - - - reclassified to Profit or Loss Total Other 0.56 0.01% 3.21 0.02% 2.31 - - Comprehensive Income/ 0.02 (Loss) Total Comprehensive 487.10 4.76% 611.43 3.05% 0.01% 0.00% Income 306.36 174.98 383SIX MONTHS ENDED SEPTEMBER 30, 2025 Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Consolidated Financial Statements for the six months ended September 30, 2025: Income Our total income for the six months ended September 30, 2025, was ₹10,242.97 million. It comprised of (i) revenue from operations and (ii) other income. Revenue from Operations Our revenue from operations for the six months ended September 30, 2025, was ₹10,212.46 million comprised of revenue from (i) sale of rice of ₹10,121.20 million, FMCG of ₹22.46 million and other products viz. sale of by products & sale of packing material amounting to ₹41.16 million; (ii) sale of services i.e. job work receipts from processing of paddy & rice of Nil and (iii) other operating revenues which includes insurance/ shipping cost on rice sale of ₹1.19 million, export incentives of ₹26.45 million, commission income from facilitation and support services provided of Nil and custom duty on export sales of Nil. Other Income Our other income for the six months ended September 30, 2025, was ₹30.51 million. This comprised of (i) income received by way of interest on fixed deposit ₹4.54 million, interest received on security deposit of Nil and interest received from customers of Nil; and (ii) other non-operating income which includes duty draw back refund of ₹0.36 million, foreign exchange gain of ₹22.85 million, profit on sale of fixed assets of ₹2.65 million, sale of solar power energy of ₹0.11 million and sale of scrap of Nil. Expenses Our total expenses for the six months ended September 30, 2025 was ₹9,612.69 million and comprised of (i) cost of materials consumed; (ii) purchases of stock in trade; (iii) changes in inventories of finished goods ,work in progress & stock-in-trade (iv) employee benefits expenses; (v) finance cost (vi) depreciation and amortization expenses; and (vii) other expenses. Costs of materials consumed Our cost of material consumed for the six months ended September 30, 2025 was ₹8,419.11 million. Purchase of stock-in-trade Purchase of stock in trade of FMCG goods for the six months ended September 30, 2025 was ₹21.78 million. Changes in inventories of finished goods, work-in-progress and stock-in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade for the six months ended September 30, 2025 was ₹214.44 million. Employee benefits expense Our total expenses towards employee benefits for the six months ended September 30, 2025 was ₹64.01 million. This comprised majorly of salaries and wages of ₹51.58 million due to increase in number of employees in-line with growth in operations. Other expenses comprised of (i) bonus of ₹0.01 million; (ii) contribution to provident fund of ₹0.89 million; (iii) gratuity of ₹0.26 million; (iv) staff welfare expenses of ₹1.64 million; (v) other employee related expenses viz. staff extra benefit, L.W.F, & ESI contribution, insurance charges, employee medical expenses, etc. of ₹9.64 million. Finance Costs Our total finance costs for the six months ended September 30, 2025 was ₹425.75 million and comprised (i) interest expense on borrowings of ₹387.54 million for term loan and working capital loan; and (ii) other borrowing 384costs i.e. bank charges of ₹38.20 million and other interest charges viz. interest on delay payment to suppliers , TDS and GST of ₹0.01 million. Depreciation and Amortization Expense Our depreciation and amortization expenses for the six months ended September 30, 2025 was ₹32.13 million and comprised of (i) depreciation on property, plant and equipment of ₹32.13 million; and (iii) amortization of intangible assets of Nil. Other expenses Our other expenses for the six months ended September 30, 2025 was ₹435.48 million comprised (i) direct and manufacturing expenses of ₹124.18 million (ii) administrative and general expenses of ₹73.44 million and (iii) selling and distribution expenses of ₹237.86 million. Direct and manufacturing expenses include (i) power and fuel expenses of ₹34.02 million, (ii) repairs and maintenance charges of ₹11.76 million, (iii) freight charges of ₹12.063 million, (iv) warehousing expenses of ₹14.79 million and (v) other manufacturing costs of ₹51.55 million. Administrative and general expenses primarily include (i) legal and professional expenses of ₹16.62 million, (ii) GST, sales tax and service tax expenses of ₹10.96 million, (iii) fees and taxes of ₹14.77 million, (iv) travelling and conveyance expenses of ₹5.70 million, (v) insurance expenses of ₹8.50 million, (vi) festival expenses of ₹0.13 million, (vii) safety and security expenses of ₹3.11 million, (viii) vehicle running expenses of ₹1.48 million, (ix) office and general maintenance charges of ₹1.82 million, (x) foreign exchange loss of Nil and (xi) payment to auditors for statutory and tax audit of ₹0.26 million. Selling and distribution expenses includes (i) clearing and forwarding charges of ₹44.20 million, (ii) freight outward of ₹42.71 million, (iii) ship freight of ₹67.26 million, (iv) custom duty (exports) of Nil million, (v) advertisement and business marketing expenses aggregating to ₹33.87 million, (vi) brokerage of ₹31.03 million, (vii) rebate and discount of ₹10.77 million and (vii)inspection fees of ₹8.02 million. Restated profit before tax Our restated profit before tax for the six months ended September 30, 2025, was ₹630.28 million. Tax Expenses Our total tax expense for the six months ended September 30, 2025, was ₹143.73 million. This comprised (i) current tax expense of ₹147.20 million; (ii) deferred tax of ₹(3.47) million and (iii) short/excess payment of tax in previous periods of Nil. Restated profit after tax for the period For the reasons discussed above, our restated profit for the six months ended September 30, 2025, was ₹486.54 million. FISCAL 2025 COMPARED TO FISCAL 2024 Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Consolidated Financial Information for Fiscal 2025 and Fiscal 2024: Income Our total income which primarily included revenue from operations and other income increased by 29.18% from ₹15,514.21 million in Fiscal 2024 to ₹20,040.28 million in Fiscal 2025, for the reasons mentioned below: 385Revenue from Operations Our revenue from operations grew by 29.18% from ₹15,495.24 million in Fiscal 2024 to ₹20,016.47 million in Fiscal 2025. The primary reason for increase in revenue from operations are (i) increase in revenue from sale of rice by 30.18% from ₹15,095.52 million in Fiscal 2024 to ₹19,651.08 in Fiscal 2025. The increase in the revenue was mainly attributable to the domestic sales which rose by 70.30% from ₹ 7,255.24 millions in fiscal 2024 to ₹12,355.82 millions in Fiscal 2025. Exports in the rest of the world rose by 176.52% to ₹3628.48 million in Fiscal 2025 from ₹1,312.18 million in Fiscal 2024. Other factors contributing to the increase in revenue from operations are (ii) increase in sale of FMCG products by 48.20% from ₹29.12 in Fiscal 2024 to ₹43.15 in Fiscal 2025 due to increase in sale volume, expansion of customer base, higher market penetration, and visible brand recognition, (iii) increase in sale of other products by 21.56% from ₹116.37 in Fiscal 2024 to ₹141.45 in Fiscal 2025 on account of higher realization from by-products generated in the ordinary course of operations. The increase was offset by (i) absence of income from job work receipts due to Changing customer preferences, and Fluctuations in processing demand across seasons and regions, (ii) decrease in shipping cost on sale of sale of rice by 25.50% from ₹3.67 million in Fiscal 2024 to ₹2.73 million in Fiscal 2025 due to regional demand and better rates provided by the logistics company, (iii) decrease in receipt of export incentives by 26.96% from ₹72.09 million in Fiscal 2024 to ₹52.66 million in Fiscal 2025 due to changes in incentive rates and policies, (iv) decrease in commission income from facilitation and support services by 54.02% from ₹ 90.36 million in Fiscal 2024 to ₹41.54 million due to reduction in services rendered to third parties for procurement and logistics and (v) decrease in custom duty on export sales by 4.19% from ₹87.51 million in Fiscal 2024 to ₹83.84 million in Fiscal 2025. Other Income Our other income increased by 25.57% from ₹18.97 million in Fiscal 2024 to ₹23.82 in Fiscal 2025 due to (i) increase in interest income on fixed deposit by 24.21% from ₹8.26 in Fiscal 2024 to ₹10.26 in Fiscal 2025, (ii) increase in interest on security deposit by 50% from ₹0.38 million in Fiscal 2024 to ₹0.57 in Fiscal 2025, (iii) and increase in profit on sale of fixed assets by 230.88% from ₹3.40 million in Fiscal 2024 to ₹11.25 million in Fiscal 2025 due to increased assets disposal. The increase was partially offset by (i) absence of interest received from customers on account of providing better terms to the customer, (ii) decrease in duty draw back refund by 39.10% from ₹1.33 million in Fiscal 2024 to ₹0.81 million in Fiscal 2025 due to global demand changes and (iii) decrease in sale of solar power energy by 64.09% from ₹2.59 million in Fiscal 2024 to ₹0.93 million in Fiscal 2025 as a result of due to lower power generation on account of weather. Expenses Our total expenses, which primarily included cost of materials consumed, purchase of stock-in-trade, changes in inventory of finished good, work-in-progress, stock-in-trade, employee benefit expenses, finance costs, depreciation & amortization expenses and other expenses, increased by 27.23% from ₹ 15,120.97 million in Fiscal 2024 to ₹19,238.01 million in Fiscal 2025 for the reasons mentioned below: Cost of materials consumed Our cost of materials consumed increased by 37.94% from ₹12,551.36 million in Fiscal 2024 to ₹17,313.49 million in Fiscal 2025 due to (i) increase in cost of paddy consumed by 16.08% from ₹2,193.32 million in Fiscal 2024 to ₹2,546.00 million in Fiscal 2025 on account of higher volume of procurement and consumption and (ii) increase in cost of rice consumed by 43.68% from ₹ 10,186.09 million in Fiscal 2024 to ₹14,635.53 million in Fiscal 2025 on account of higher internal consumption of semi-processed rice due to increased sales volumes. The increase was partially offset by decrease in cost of bardana consumed by 23.21% from ₹171.83 million in Fiscal 2024 to ₹131.96 million in Fiscal 2025 and absence of cost towards purchase of wheat as compared to cost of ₹0.12 million spent towards purchase of wheat. Purchase of stock-in-trade Purchase of stock-in-trade of FMCG goods increased by 61.62% from ₹26.42 million in Fiscal 2024 to ₹42.7 million in Fiscal 2025 primarily due to increased FMCG sales. 386Changes in inventories of finished goods, WIP & stock-in-trade There was a net decrease in inventory of ₹388.01 million in Fiscal 2025, as compared to net increase in inventory of ₹422.64 million in Fiscal 2024. This was primarily due to reduction in finished goods inventory on account of higher sales. Employee benefit expenses Our expenses towards employee benefits increased by 14.69% from ₹122.23 million in Fiscal 2024 to ₹140.19 million in Fiscal 2025 due to (i) increase in bonus given to employees by 10.70% from ₹2.41 million in Fiscal 2024 to ₹2.67 million in Fiscal 2025 on account of higher performance incentives, (ii) increase in contribution to provident and other funds by 1.81% from ₹1.81 million in Fiscal 2024 to ₹1.83 million in Fiscal 2025 in line with employee compensation; (iii) increase in payment of gratuity by 13.95% from ₹0.43 million in Fiscal 2024 to ₹0.49 million in Fiscal 2025; (iv) increase in staff welfare expenses by 15.59% from ₹2.63 million in Fiscal 2024 to ₹3.04 million in Fiscal 2025 on account of enhanced employee engagement initiatives; and (v) increase in other employee related expenses viz. staff extra benefit, L.W.F and ESI contribution, insurance charges, employee medical expenses by 151.63% from ₹11.93 million in Fiscal 2024 to ₹30.92 million in Fiscal 2025 as a result of increased expenses on insurance and other benefits. There was a partial decrease in expenses towards salaries & wages by 0.85% from ₹103.02 million in Fiscal 2024 to ₹102.14 million in Fiscal 2025 due to rationalization in overtime payouts and performance-linked incentives. Finance Cost Our finance cost increased by 21.39% from ₹649.01 million in Fiscal 2024 to ₹787.81 million in Fiscal 2025 due to increase in interest charges on borrowings by 19.87% from ₹575.85 million in Fiscal 2024 to ₹690.29 million in Fiscal 2025 on account of government incentives and higher average working capital utilization, and (ii) increase in bank charges by 33.91% from ₹72.37 million in Fiscal 2024 to ₹96.91 million in Fiscal 2025, partially offset by (i) decrease in other interest charges, which included interest on delayed payments to suppliers, TDS and GST, by 22.78% from ₹0.79 million in Fiscal 2024 to ₹0.61 million in Fiscal 2025, on account of timely payments of statutory dues. Depreciation and Amortization expenses Depreciation and amortization expenses decreased by 4.25% from ₹73.37 million in Fiscal 2024 to ₹70.25 million in Fiscal 2025 on account of decrease in depreciation of tangible assets in line with previous fiscal. Other Expenses Our other expenses decreased by 0.35% from ₹1,275.94 million in Fiscal 2024 to ₹1,271.58 million in Fiscal 2025. The decrease in other expenses was primarily due to (i) decrease in foreign exchange loss by 83.26% from ₹137.58 million in Fiscal 2024 to ₹23.04 million in Fiscal 2025 on account of hedging and managing foreign exchange practices, (ii) decrease in general expenses such as miscellaneous expenses, overheads relates to day- to-day operating costs which expenditure not covered under any appropriate heads of expenses like garden expenses, office supplies etc., by 20.39% from ₹3.24 million in Fiscal 2024 to ₹2.58 million in Fiscal 2025, (iii) decrease in office and general maintenance by 26.24% from ₹4.12 million in Fiscal 2024 to ₹3.04 million in Fiscal 2025, (iv) decrease in printing stationery by 6.62% from ₹0.92 million in Fiscal 2024 to ₹0.86 million in Fiscal 2025, (v) decrease in rent for office by 70.41% from ₹1.72 million in Fiscal 2024 to ₹0.51 million in Fiscal 2025 due to optimization of existing facility, (vi) decrease in subscription and membership fees incurred towards renewal of membership with various associations and software/tools by 61.95% from ₹1.13 million in Fiscal 2024 to ₹0.43 million in Fiscal 2025 as a result of rationalization of membership and renewal fees, (vii) decrease in expenses towards telephone, mobile, telex by 15.86% from ₹1.26 million in Fiscal 2024 to ₹1.06 million in Fiscal 2025, (viii) decrease in vehicle running expenses by 38.93% from ₹6.53 million in Fiscal 2024 to ₹3.99 million in Fiscal 2025 due to better management and modernization of fleet, (ix) decrease in advertisement and business & marketing expenses by an aggregate of 17.40% from ₹71.43 million in Fiscal 2024 to ₹59.00 million in Fiscal 2025 due to movement to performance based digital marketing, (x) decrease in customs duty by 32.57% from ₹170.09 million in Fiscal 2025 to ₹114.70 million in Fiscal 2024 as a result of government policies and (xi) decrease in ship freight by 24.93% from ₹177.49 million in Fiscal 2024 to ₹133.24 million in Fiscal 2025 due to route optimization. 387The decrease was partially offset by (i) increase in power and fuel expenses by 29.08% from ₹71.12 million in Fiscal 2024 to ₹91.80 million in Fiscal 2025 due to higher energy consumption; (ii) increase in repairs and maintenance charges – other viz. general maintenance for units by 97.96% from ₹3.92 million in Fiscal 2024 to ₹7.76 million in Fiscal 2025 due to necessary periodic overhauls, (iii) increase in repairs and maintenance charges for plant and machinery by 9.65% from ₹16.06 million in Fiscal 2024 to ₹17.61 million in Fiscal 2025 owing to periodic overhauls, (iv) increase in freight charges by 166.76% from ₹7.07 million in Fiscal 2024 to ₹18.86 million in Fiscal 2025 as a result of general freight increase, (v) increase in other manufacturing costs by 28.50% from ₹94.60 million in Fiscal 2024 to ₹121.56 million in Fiscal 2025 (vi) increase in CSR expenses by 39.89% from ₹3.95 million in Fiscal 2024 to ₹5.54 million in Fiscal 2025, (vii) increase in fees & taxes towards payment of stamp duty by 176.23% from ₹6.01 million in Fiscal 2024 to ₹ 16.60 million in Fiscal 2025 on account of duty paid on increase in authorized share capital, (viii) increase in festival expenses by 42.55% from ₹3.42 million in Fiscal 2024 to ₹4.88 million in Fiscal 2025, (ix) increase in legal and professional charges by 62.80% from ₹27.20 million in Fiscal 2024 to ₹44.09 million in Fiscal 2025, (x) increase in brokerage expenses by 3.07% from ₹114.01 million in Fiscal 2024 to ₹117.51 million in Fiscal 2025, (xi) increase in clearing and forwarding charges by 80.65% from ₹132.13 million in Fiscal 2024 to ₹238.70 million in Fiscal 2025 due to general rate increase and additional warehousing requirements, (xii) increase in freight outward by 4.70% from ₹112.21 million in Fiscal 2024 to ₹117.48 million in line with higher shipment volumes, (xiii) increase in inspection fees & charge towards logistics and customs-related expenses by 82.47% from ₹12.39 million in Fiscal 2024 to ₹22.61 million in Fiscal 2025 and (xiv) increase in warehousing expenses by 11.95% from ₹20.33 million in Fiscal 2024 to ₹22.75 million in Fiscal 2025 due to expanded storage requirements, (xv) increase in GST, sales tax and service tax expenses by 24.62% from ₹16.41 million in Fiscal 2024 to ₹20.45 million in Fiscal 2025 Restated profit before tax For the reasons discussed above, our restated profit before tax increased by 104.02% from ₹393.23 million in Fiscal 2024 to ₹802.28 million in Fiscal 2025. Tax Expenses Our total tax expense increased by 117.59% from ₹89.18 million in Fiscal 2024 to ₹194.05 million in Fiscal 2025, primarily due to rise in restated profit before tax from ₹393.23 million in Fiscal 2024 to ₹802.28 million in Fiscal 2025. Restated profit after tax for the year Our restated profit after tax increased by 100.04% from ₹304.05 million in Fiscal 2024 to ₹608.22 million in Fiscal 2025, for the reasons laid out above. FISCAL 2024 COMPARED TO FISCAL 2023 Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Consolidated Financial Information for the Fiscals ended 2024 and 2023: Income Our total income which primarily included revenue from operations and other income increased by 17.72% from ₹13,178.61 million in Fiscal 2023 to ₹15,514.21 million in Fiscal 2024, for the reasons mentioned below: Revenue from Operations Our revenue from operations grew by 17.76% from ₹13,158.48 million in Fiscal 2023 to ₹15,495.24 million in Fiscal 2024. The primary reason for increase in revenue from operations are (i) increase in revenue from sale of rice by 17.50% from ₹12,847.06 million in Fiscal 2023 to ₹15,095.52 million in Fiscal 2024. This increase was largely attributable to expansion in domestic markets with revenue from domestic sales increasing by 79.77% from ₹4,035.76 million in Fiscal 2023 to ₹7,255.24 million in Fiscal 2024. Further the increase in exports revenue from sales is due to increase in sale of rice in Middle East by 4.35% from ₹6,639.26 million in Fiscal 2023 to ₹6,927.82 million in Fiscal 2024. 388Other factors contributing to the increase in revenue from operations are (ii) increase in sale of other products which include sale of our raw material, i.e. paddy by 2.44% from ₹113.60 million in Fiscal 2023 to ₹116.37 million in Fiscal 2024; (iii) increase in commission income from facilitation and support services by 92.99% from ₹46.82 million in Fiscal 2023 to ₹90.36 million in Fiscal 2024 due to increase in services rendered to third parties for procurement and logistics and (iv) receipt of custom duty on exports (i.e. the custom duty which is charged on invoice and collected at the time of sale of goods) amounting to ₹87.51 million, whereas there was no such revenue in Fiscal 2023 on account of change in government policy. The increase was partially offset by decrease in (i) sale of FMCG products by 44.10% from ₹52.09 million in Fiscal 2023 to ₹29.12 million in Fiscal 2024 due to intensified pricing competition, growing presence of private label brands and increased discounting pressure from competitors; (ii) decrease in job work receipts from processing of paddy & rice by 90.79% from ₹6.62 million in Fiscal 2023 to ₹0.61 million in Fiscal 2024 primarily due to shift in client preferences to finished product, seasonal and regional variations in processing demand and decline in paddy procurement for customized processing; (iii) decrease in receipt of export incentives by 18.48% from ₹88.43 million in Fiscal 2023 to ₹72.09 million in Fiscal 2024 due to changes in incentive rates and policies and (iv) decrease in shipping cost on sale of rice by 4.43% from ₹3.84 million in Fiscal 2023 to ₹3.67 million in Fiscal 2024. Other Income Our other income decreased by 5.76% from ₹20.13 million in Fiscal 2023 to ₹18.97 million in Fiscal 2024 due to (i) decrease in duty draw back refund by 40.63% from ₹2.24 million in Fiscal 2023 to ₹1.33 million in Fiscal 2024 on account of government policy changes; (ii) decrease in profit on sale of fixed assets by 64.47% from ₹9.57 million in Fiscal 2023 to ₹3.40 million in Fiscal 2024 and (iii) absence of sale of scrap during Fiscal 2024 as compared to Fiscal 2023, whereas sale of scrap contributed ₹0.04 million to other income. The decrease was partially offset by increase in (i) total interest income by 86.40% from ₹6.25 million in Fiscal 2023 to ₹11.65 million in Fiscal 2024 due to increase in interest income on fixed deposits, security deposits and interest received from customers on account of delayed payments and (ii) increase in sale of solar power energy by 27.59% from ₹2.03 million in Fiscal 2023 to ₹2.59 million in Fiscal 2024 due to higher generation and improved utilization of installed capacity. Expenses Our total expenses, which primarily included cost of materials consumed, purchase of stock-in-trade, changes in inventory of finished good, work-in-progress, stock-in-trade, employee benefit expenses, finance costs, depreciation & amortization expenses and other expenses, increased by 16.80% from ₹12,946.17 million in Fiscal 2023 to ₹15,120.97 million in Fiscal 2024 for the reasons mentioned below: Cost of materials consumed Our cost of materials consumed increased by 12.89% from ₹11,118.24 million in Fiscal 2023 to ₹12,551.36 million in Fiscal 2024 due to (i) increase in cost of paddy consumed by 14.13% from ₹1,921.79 million in Fiscal 2023 to ₹2,193.32 million in Fiscal 2024 on account of higher procurement prices and (ii) increase in cost of rice consumed by 14.09% from ₹8,928.14 million in Fiscal 2023 to ₹10,186.09 million in Fiscal 2024 on account of higher market prices of raw rice and higher internal consumption of semi-processed rice due to increased sales volumes. The increase was partially offset by decrease in cost of bardana consumed by 35.96% from ₹268.31 million in Fiscal 2023 to ₹171.83 million in Fiscal 2024. Purchase of stock-in-trade Purchase of stock-in-trade of FMCG goods decreased by 34.70% from ₹40.46 million in Fiscal 2023 to ₹26.42 million in Fiscal 2024 primary due to decrease in sales of FMCG business due to competition & pricing pressure. Changes in inventories of finished goods, WIP & stock-in-trade There was a net increase in inventory of ₹422.64 million in Fiscal 2024, as compared to net decrease in inventory of ₹101.34 million in Fiscal 2023. This was primarily due to increase in closing stock in Fiscal 2024, as opening stock was lower and increased purchases during the year. 389Employee benefit expenses Our expenses towards employee benefits increased by 12.84% from ₹108.32 million in Fiscal 2023 to ₹122.23 million in Fiscal 2024 due to (i) increase in salaries and bonus by an aggregate of 12.84% from ₹93.43 million in Fiscal 2023 to ₹105.43 million in Fiscal 2024 on account of increased workforce and salary revisions; (ii) increase in contribution to provident and other funds by 3.43% from ₹1.75 million in Fiscal 2023 to ₹1.81 million in Fiscal 2024 in line with employee compensation; (iii) increase in payment of gratuity by 10.26% from ₹0.39 million in Fiscal 2023 to ₹0.43 million in Fiscal 2024; (iv) increase in staff welfare expenses by 8.68% from ₹2.42 million in Fiscal 2023 to ₹2.63 million in Fiscal 2024 on account of enhanced employee engagement initiatives; and (v) increase in other employee related expenses viz. staff extra benefit, L.W.F and ESI contribution, insurance charges, employee medical expenses by 15.49% from ₹10.33 million in Fiscal 2023 to ₹11.93 million in Fiscal 2024. Finance Cost Our finance cost increased by 26.94% from ₹511.29 million in Fiscal 2023 to ₹649.01 million in Fiscal 2024 due to increase in interest charges on borrowings by 34.07% from ₹429.52 million in Fiscal 2023 to ₹575.85 million in Fiscal 2024 on account of higher average working capital utilisation, partially offset by decrease in (i) bank charges by 9.30% from ₹79.79 million in Fiscal 2023 to ₹72.37 million in Fiscal 2024 and (ii) decrease in other interest charges, which included interest on delayed payments to suppliers, TDS and GST, by 60.10% from ₹1.98 million in Fiscal 2023 to ₹0.79 million in Fiscal 2024, on account of timely payments of statutory dues Depreciation and Amortization expenses Depreciation and amortization expenses increased by 0.04% from ₹73.34 million in Fiscal 2023 to ₹73.37 million in Fiscal 2024. These expenses remained broadly in line with the previous Fiscal. Other Expenses Our other expenses increased by 6.70% from ₹1,195.86 million in Fiscal 2023 to ₹1,275.94 million in Fiscal 2024. The increase in other expenses was primarily due to (i) increase in power and fuel expenses by 15.12% from ₹61.78 million in Fiscal 2023 to ₹71.12 million in Fiscal 2024 due to higher energy consumption; (ii) increase in repairs and maintenance charges for plant and machinery by 58.23% from ₹10.15 million in Fiscal 2023 to ₹16.06 million in Fiscal 2024 owing to periodic overhauls; (iii) increase in warehousing expenses by 6.38% from ₹19.11 million in Fiscal 2023 to ₹20.33 million in Fiscal 2024 due to expanded storage requirements; (iv) increase in other manufacturing cost by 3.91% from ₹91.04 million in Fiscal 2023 to ₹94.60 million in Fiscal 2024; (v) increase in foreign exchange loss by 43.58% from ₹95.82 million in Fiscal 2023 to ₹137.58 million in Fiscal 2024 on account of hedging differences; (vi) increase in GST, sales tax and service tax expenses by 22.55% from ₹13.39 million in Fiscal 2023 to ₹16.41 million in Fiscal 2024 due to change in duty structure; (vii) increase in legal and professional charges by 9.85% from ₹24.76 million in Fiscal 2023 to ₹27.20 million in Fiscal 2024; (viii) increase in travelling and conveyance expenses by 13.69% from ₹16.66 million in Fiscal 2023 to ₹18.94 million in Fiscal 2024 on account of higher business development operations; (ix) increase in brokerage expenses towards sale of goods by 18.29% from ₹96.38 million in Fiscal 2023 to ₹114.01 million in Fiscal 2024 on account of renewed broker agreements; (x) increase in business and marketing expenses by 13.66% from ₹58.62 million in Fiscal 2023 to ₹66.63 million in Fiscal 2024 due to intensified brand promotion; (xi) increase in custom duty towards exports by 419.99% from ₹32.71 million in Fiscal 2023 to ₹170.09 million in Fiscal 2024 due to change in government duty structure and (xii) increase in freight outward expenses by 6.10% from ₹105.76 million in Fiscal 2023 to ₹112.21 million in Fiscal 2024 in line with higher shipment volumes. This increase was partially offset by (i) decrease in repairs and maintenance charges of godowns, building & electric repairs by 2.97% from ₹4.04 million in Fiscal 2023 to ₹3.92 million in Fiscal 2024; (ii) decrease in freight charges by 50.97% from ₹14.42 million in Fiscal 2023 to ₹7.07 million in Fiscal 2024 due to improved route planning and strategic procurement of stock; (iii) decrease in insurance expenses by 7.80% from ₹9.73 million in Fiscal 2023 to ₹8.95 million in Fiscal 2024; (iv) decrease in inspection fees and charges towards logistics and customs-related expenses by 69.74% from ₹40.95 million in Fiscal 2023 to ₹12.39 million in Fiscal 2024 due to streamlined custom clearance process; (v) decrease in expense of rebate and discount offered by 17.77% from ₹29.82 million in Fiscal 2023 to ₹24.52 million in Fiscal 2024 and (vi) decrease in ship freight as a result of decline in global ocean freight rates, improved container availability and optimized logistics and shipping strategy by 41.18% from ₹301.74 million in Fiscal 2023 to ₹177.49 million in Fiscal 2024. 390Restated profit before tax For the reasons discussed above, our restated profit before tax increased by 69.17% from ₹232.44 million in Fiscal 2023 to ₹393.23 million in Fiscal 2024. Tax Expenses Our total tax expense increased by 55.15% from ₹57.48 million in Fiscal 2023 to ₹89.18 million in Fiscal 2024, primarily due to rise in restated profit before tax from ₹232.44 million in Fiscal 2023 to ₹393.23 million in Fiscal 2024. Restated profit after tax for the year Our restated profit after tax increased by 73.78% from ₹174.96 million in Fiscal 2023 to ₹304.05 million in Fiscal 2024, for the reasons laid out above. LIQUIDITY AND CAPITAL RESOURCES We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we have obtained loan facilities to finance our working capital requirements. We evaluate our funding requirements regularly in light of cash flows from our operating activities, the requirements of our business and operations and market conditions. CASH FLOWS The following table sets forth certain information relating to our cash flows in the periods indicated: (₹ in millions) Particulars Six months ended Financial year ended September 30, March 31, March 31, March 31, 2025 2025 2024 2023 Net cash flow from/(used in) operating activities (126.97) 949.57 (54.10) 736.21 Net cash flows (used in)/from investing activities (21.00) (0.36) (31.03) (16.22) Net cash flows (used in)/from financing activities (146.34) (933.01) 88.79 (701.02) Net increase/(decrease) in cash and cash (1.62) 16.21 3.67 18.98 equivalents Cash and cash equivalents at the beginning of the 195.47 179.26 175.58 156.61 year/period Cash and cash equivalents at the end of the 193.86 195.47 179.26 175.58 year/ period Net Cash generated from/used in Operating Activities Six months ended September 30, 2025 We used ₹126.97 million net cash from operating activities during the six months ended September 30, 2025. Restated net profit before tax was ₹630.28 million for the six months ended September 30, 2025. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of ₹0.26 million; (ii) depreciation and amortization expense of ₹32.13 million and (iii) net interest and hire charges on vehicle loan of ₹387.55 million, partially offset by interest income on FDR and deposits of ₹4.54 million. Our operating profit before working capital changes was ₹1,045.67 million during the six months ended September 30, 2025. Our adjustments for working capital changes for the six months ended September 30, 2025, primarily consisted of (i) increase in trade receivables of ₹866.57 million; (ii) increase in financial and other assets of ₹339.96 million; (iii) increase in trade payable of ₹77.36 million, partially offset by decrease in inventories of ₹578.03 million and decrease in liabilities and provisions of ₹736.88 million. 391Income tax paid was ₹(115.38) million for the six months ended September 30, 2025. Due to the reasons set out above, net cash used from operating activities for the six months ended September 30, 2025 was ₹126.97 million. Fiscal 2025 We generated ₹949.57 million net cash from operating activities during Fiscal 2025. Restated net profit before tax was ₹802.28 million for Fiscal 2025. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of ₹0.49 million; (ii) depreciation and amortization expense of ₹70.25 million and (iii) net interest and hire charges on vehicle loan of ₹690.90 million, partially offset by interest income on FDR and deposits of ₹10.82 million. Our operating profit before working capital changes was ₹1,553.09 million during Fiscal 2025. Our adjustments for working capital changes for Fiscal 2025, consisted of (i) increase in trade receivables of ₹886.88 million, (ii) increase in financial and other assets of ₹120.83 million; (ii) increase in inventories of ₹1,314.13 million and (iii) increase in trade payables of ₹905.88 million, (iv) increase in liabilities & provisions of ₹879.84 million. Income tax paid was ₹67.39 million for Fiscal 2025. Due to the reasons set out above, net cash used from operating activities for Fiscal 2025 was ₹949.57 million. Fiscal 2024 We used ₹54.10 million net cash from operating activities during Fiscal 2024. Restated net profit before tax was ₹393.23 million for Fiscal 2024. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of ₹0.43 million; (ii) depreciation and amortization expense of ₹73.37 million and (iii) net interest and hire charges on vehicle loan of ₹576.64 million, partially offset by interest income on FDR and deposits of ₹8.64 million. Our operating profit before working capital changes was ₹1,035.03 million during Fiscal 2024. Our adjustments for working capital changes for Fiscal 2024, consisted of (i) increase in financial and other assets of ₹133.84 million; (ii) increase in inventories of ₹1,694.26 million and (iii) increase in liabilities and provisions by ₹959.95 million. This was partially offset by (i) decrease in trade receivables of ₹291.92 million and (ii) decrease in trade payables of ₹458.51 million. Income tax paid was ₹54.38 million for Fiscal 2024. Due to the reasons set out above, net cash used from operating activities for Fiscal 2024 was ₹54.10 million. Fiscal 2023 We generated ₹736.22 million net cash from operating activities during Fiscal 2023. Restated net profit before tax was ₹232.44 million for Fiscal 2023. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of ₹0.39 million; (ii)depreciation and amortization expense of ₹73.34 million and (iii) net interest and hire charges on vehicle loan of ₹431.50 million, partially offset by interest income on FDR and deposits of ₹5.74 million. Our operating profit before working capital changes was ₹731.92 million during Fiscal 2023. Our adjustments for working capital changes for Fiscal 2023, consisted of (i) decrease in financial and other assets of ₹241.33 million; (ii) decrease in inventories of ₹175.94 million; (iii) decrease in trade payables of ₹27.03 million; (iv) decrease in liabilities and provisions of ₹22.65 million, partially offset by increase in trade receivables of ₹322.22 million. Income tax paid was ₹41.07 million for Fiscal 2023. Due to the reasons set out above, net cash generated from operating activities for Fiscal 2023 ₹736.22 million. 392Net Cash generated from/ used in Investing Activities Six months ended September 30, 2025 Net cash flow used in investing activities for the six months ended September 30, 2025 was ₹21.00 million. This was primarily on account of (i) purchase of property, plant and equipment of ₹15.04 million, (ii) purchase of portfolio investments of ₹10.50 million, partially offset by interest received on FDR and deposits of ₹4.54 million. Fiscal 2025 Net cash flow used in investing activities during Fiscal 2025 was ₹0.36 million. This was primarily due to (i) purchase of property, plant and equipment of ₹16.62 million, partially offset by (i) sale of portfolio investments of ₹5.44 million and (ii) interest received on FDR and deposits of ₹10.82 million. Fiscal 2024 Net cash flow used in investing activities during Fiscal 2024 was ₹31.03 million. This was primarily due to (i) purchase of property, plant and equipment of ₹29.77 million and (ii) purchase of portfolio investments of ₹9.90 million, partially offset by interest received on FDR and deposits of ₹8.64 million. Fiscal 2023 Net cash flow used in investing activities during Fiscal 2023 was ₹16.22 million. This was primarily due to (i) purchase of property, plant and equipment of ₹16.46 million and (ii) purchase of portfolio investments of ₹5.50 million, partially offset by interest received on FDR and deposits of ₹5.74 million. Net Cash Generated from/ used in Financing Activities Six months ended September 30, 2025 Net cash generated from financing activities in the six months ended September 30, 2025 was ₹146.34 million. This was primarily on account of (i) capital introduced by way of private placement issuing new shares along with securities premium ₹130 million, (ii) increase in secured loan ₹403.89 million, partially offset by (i) payment of interest ₹388.18 million and (ii) hire charges on vehicle loan ₹0.63 million. Fiscal 2025 Net cash used in financing activities for Fiscal 2024 was ₹933.01 million. This was primarily on account of (i) decrease in secured loans of ₹312.11 million, (ii) payment of interest of ₹692.12 million and partially set of by hire charges on vehicle of ₹1.22 million and partially offset by capital introduction by way of private placement issuing new shares along with securities premium of ₹70 million. Fiscal 2024 Net cash generated from financing activities for Fiscal 2024 was ₹88.79 million. This was primarily on account of (i) increase in secured loans ₹764.89 million (ii) hire charges on vehicle loans ₹1.01 million, partially offset by (i) decrease in other loan and term liabilities ₹99.46 million; and (ii) payment of interest on short term & long term borrowings ₹577.64 million. Fiscal 2023 Net cash used in financing activities in Fiscal 2023 was ₹701.02 million. This was primarily on account of (i) payment of interest on Short term & Long Term Borrowings ₹431.00 million; (ii) decrease in secured loans ₹283.52 million and (iii) hire charges on vehicle loan ₹0.50 million, partially offset by increase in other loans and term liabilities ₹14.00 million. 393FINANCIAL INDEBTEDNESS As on March 9, 2026, the outstanding fund-based borrowings of our Company is ₹7,598.29 million and non-fund- based borrowings is ₹52.50 million aggregating to ₹7,650.79 million. Our Subsidiary has not availed any loan facility as on date. For further details, refer “Financial Indebtedness” on page 399. CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS As on September 30, 2025, our contingent liabilities and commitments identified under the Ind AS 37, on a consolidated basis, were as follows: (₹ in million) As at six months ended Particulars September 30, 2025 (a) Contingent Liabilities - Bill discounted from banks 230.15 Claims against the Company not acknowledged as debt; 144.72 (VAT Demand Dispute where appeal is pending before Sales Tax Department) Claims against the company not acknowledged as debt; - (GST Demand Dispute where appeal is pending before Central Goods & Service Tax) Notice of Demand under section 156 of Income Tax Act, 1961 dated March 24, 2025 278.83 for Assessment Year 2023-24 Appeal has been filed via the National Faceless Appeal Center (b) Commitments Estimated amount of contracts remaining to be executed on capital account and not 0.87 provided for For details of our contingent liability and guarantees as of September 30, 2025, as per Ind AS 37, see “Restated Consolidated Financial Information – Note 42- Restated Contingent Liability & Commitments” on page 354. There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors. CONTRACTUAL OBLIGATIONS AND MATURITIES As on date of this Prospectus, our Company does not have any contractual obligations and maturities. CAPITAL EXPENDITURES The table below sets forth our capital expenditure for the period and fiscal years indicated: For the six months ended September Fiscal 2025 Fiscal 2024 Fiscal 2023 30, 2025 Particulars % of total % of total % of total % of total ₹ in ₹ in ₹ in ₹ in capital capital capital capital millions millions millions millions expenditure expenditure expenditure expenditure Land Nil Nil 4.58 25.85 Nil Nil Nil Nil Plant Machinery 14.45 93.77 12.86 72.57 9.48 31.34 13.95 78.77 Office Equipment 0.15 0.97 0.04 0.23 0.14 0.46 0.08 0.45 Computer Equipment 0.38 2.47 0.19 1.07 0.22 0.73 0.06 0.34 Furniture Fixtures 0.43 2.79 0.05 0.28 Nil Nil Nil Nil Vehicles Nil Nil Nil Nil 19.48 39.17 3.62 16.97 Capital working NA NA NA NA 0.94 64.40 Nil Nil progress Total Capital 15.41 100 17.72 100 49.73 100.00 21.33 100.00 expenditure 394RELATED PARTY TRANSACTIONS We enter into various transactions with related parties in the ordinary course of business. These transactions principally include remuneration paid to KMPs, purchases and sale of products, rent expenses, sitting fees to independent directors and other items. For details of our related party transactions, please see “Restated Consolidated Financial Information – Note 37 – Restated Related Party Transactions” on page 351. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our Company’s activities expose it to variety of financial risks: market risk, credit risk, interest rate risk and liquidity risk. The Company’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations. Company’s senior management oversees the management of these risks. It is Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors review and agree policies for managing each of these risks, which are summarized below: Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. 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 currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee The Company does not face any foreign currency risk as it executes a forward contract and a forward contract acts as a shield against foreign currency risk for the company. It guarantees a specific exchange rate for a future transaction, eliminating the uncertainty caused by volatile currency markets. 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. Company have exposure to the risk of changes in market interest rates as Company’s debt obligations is at floating interest rates. Other Price Risk The Group is not an active investor in equity markets; it holds certain investments in Mutual Fund which are recognized to be liquidated in short term and are accordingly measured at fair value through other comprehensive income. Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks and mutual fund investments. The Company has no significant concentration of credit risk with any counterparty. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when 395they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The majority of the Company’s trade receivables are due for maturity within 60 days from the date of billing to the customer. Further, the general credit terms for trade payables are approximately 37 days. The difference between the above mentioned credit period provides surplus working credit requirements. For further information, see “Restated Consolidated Financial Information – Note 31 – Restated Financial Instruments” on page 339. AUDITOR’S OBSERVATIONS There are no qualifications, reservations and adverse remarks by our Statutory Auditors in our Restated Consolidated Financial Information. CHANGES IN ACCOUNTING POLICIES There have been no changes in our accounting policies in the six months ended September 30, 2025 and during the Fiscals 2025, 2024 and 2023. UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS Except as described in this Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance. SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS Other than as described above, to the best of the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. For further details, please see “Our Business” and “Risk Factors” on pages 212 and 36, respectively KNOWN TRENDS OR UNCERTAINTIES Our business has been subject, and we expect it to continue to be impacted by the trends identified above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations and Financial Condition” and the uncertainties described in “Risk Factors” on pages 364 and 36, respectively. To our knowledge, except as discussed in this Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operation. FUTURE RELATIONSHIP BETWEEN COST AND INCOME Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 36, 212 and 361, respectively, there are no known factors that might affect the future relationship between costs and revenues. SEGMENT REPORTING The Company is mainly engaged in the business of exporting rice & activities connected and incidental thereto. On that basis, the Company has only one reportable business segment – rice processing (₹ in million) Sr. Particulars Balance as on For Fiscal 2025 For Fiscal 2024 For Fiscal 2023 No September 30, 2025 1. Rice 10,121.20 19,651.08 15,095.52 12,847.06 2. FMCG & Others* 63.62 184.61 145.49 165.69 3. Other operating 27.64 180.78 254.23 145.72 revenue** 396Total 10,212.46 20,016.47 15,495.24 13,158.48 * FMCG & Others comprises atta maida, sooji, salt, sugar, besan, by-products, paddy and packing material. ** Other operating revenue comprises insurance/shipping cost on rice sale, exports incentives, commission income, job work receipts and custom duty on exports sales. NEW PRODUCTS OR BUSINESS SEGMENTS Except as set out in this Prospectus in the section “Our Business” on page 212, there are no new products or segments that have been announced but are yet to be launched. SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS Our income is not dependent on a single customer or supplier or a few customers or suppliers. Further, no foreign customer or supplier contributes to a significant portion of our business. Contribution of our customers and suppliers, as a percentage of total revenue and cost, respectively, for the periods indicated below: Six months period ended Fiscal 2025 Fiscal 2024 Fiscal 2023 September 30, 2025 % % % % contribu contribu contribu contribut Particulars tion to tion to tion to ion to ₹ ₹ ₹ million revenue revenue revenue ₹ million revenue million million from from from from operatio operatio operatio operatio ns ns ns ns Largest 954.62 9.35% 2,116.24 10.57% 1,161.71 7.50 1,895.63 14.41 Customer Top 3 1,990.34 19.49% 5,068.83 25.32% 2,955.58 19.07 3,370.72 25.62 Customers Top 5 2,953.04 28.92% 6,710.64 33.53% 4,176.79 26.96 4,432.12 33.69 Customers Top 10 4,598.49 45.03% 9,570.87 47.81% 6,673.83 43.08 6,303.12 47.91 Customers Procureme For the six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023 nt Agents’ September 30, 2025 Contributi % of Total ₹ % of Total ₹ % of Total ₹ % of Total ₹ millions on Purchases millions Purchases millions Purchases millions Purchases Top 1 1,688.32 20.90 3,085.73 16.88 2,625.70 17.87 3018.19 27.74 Top 5 4,076.26 50.47 7,708.12 42.16 6,791.99 46.22 6550.07 60.19 Top 10 5,236.43 64.83 9,304.97 50.90 8,193.98 55.76 7247.71 66.61 For further information see, “Risk Factors- In the six months ended September 30, 2025, we derived 45.03% of our revenue from operations from our top 10 customers, 28.92% of our revenue from operations from our top five customers, with our single largest customer contributing to 9.35% of our revenue from operations in this periods. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations, cash flows and financial condition” and “We rely on procurement agents to procure sufficient raw materials of the desired quality for our processing requirements. Further, we do not have long-term contracts with our procurement agents and engage them by way of purchase orders. Any failure on the part of such agents to procure, in a timely manner, the desired quality and quantity of raw materials at commercially favourable terms, may adversely affect our operations.” on page 44 and 39 respectively. SEASONALITY/ CYCLICALITY OF BUSINESS Our business is seasonal in nature. We procure majority of the raw material (paddy) during the peak season which is the period between September to January. For information, see “Risk Factors – During the peak arrival season of paddy harvesting, our Company procures significant quantities of basmati paddy which is our primary raw material and for the purpose of doing the same, significant amount of working capital is required. Our business 397being working capital intensive, insufficient cash flows or inability to borrow funds to meet our working capital requirements may materially and adversely affect our business and operations.” on page 38. COMPETITIVE CONDITIONS We face competition from existing and potential organized and unorganized competitors. We have over a period of time developed certain competitive strengths which have been discussed in section titled “Our Business” on page 212. Also refer “Industry Overview” and “Risk Factors” on pages 153 and 36, respectively for further information on our industry and competition SIGNIFICANT DEVELOPMENTS AFTER SEPTEMBER 30, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS Except as disclosed in this Prospectus, there have been no significant developments after September 30, 2025, the date of the last Restated Consolidated Financial Statements contained in this Prospectus, to the date of filing of this Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months. 398FINANCIAL INDEBTEDNESS Our Company has availed certain loans and financing facilities in the ordinary course of business purposes such as, inter alia, meeting its working capital, capital expenditure and other business requirements. Our Company has obtained the necessary consents required under the relevant financing documentation for undertaking activities in relation to the Issue, such as, inter alia, dilution of the current shareholding of the Promoters and members of the promoter group, effecting changes in the Company’s management set up or organization structure, ownership, capital structure, shareholding pattern, constitutional documents and Board’s composition. For details regarding the resolutions passed by our Shareholders on July 31, 2024, authorizing the borrowing powers of our Board, see “Our Management – Borrowing Powers of our Board” on page 270. As on March 9, 2026, the outstanding fund-based borrowings of our Company is ₹7,598.29 million and non-fund- based borrowings is ₹52.50 million aggregating to ₹7,650.79 million. Our Subsidiary has not availed any loan facility as on date. Set forth below is a brief summary of the Company’s borrowings: (₹ in million) Outstanding amount as on Category of borrowing Sanctioned amount March 9, 2026 Fund-Based Borrowings Secured Working capital facilities 8,250.00 7,587.24 Vehicle loans 23.82 11.05 Total secured borrowings (A) 8,273.82 7,598.29 Unsecured Loans from financial institutions - - Loans from related parties - - Loans from other parties - - Total unsecured borrowings (B) - - Total fund based borrowings (C) = (A+B) 8,273.82 7,598.29 Non-Fund based borrowings Secured Letter of Credit including forward contract/ 900.00 52.50 Bank guarantee Unsecured Total non-fund based borrowings(D) 900.00 52.50 Total Consolidated borrowings (C+D) 9,173.82 7,650.79 Unsecured Forward Contract* 52 - *Credit exposure limit for forward contract not included in the bank's overall credit limit As certified by Pramod K. Sharma & Co., Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026. Principal terms of our Company’s borrowings are disclosed below: The details provided below are indicative and there may be additional terms, conditions and requirements under the various borrowing arrangements entered into by the Company: 1. Interest: The applicable rate of interest for the working capital facilities and term loans availed by our Company is typically linked to benchmark rates, such as the repo rate or marginal cost of lending rate (MCLR), of a specified lender over a specific period of time plus a specified spread per annum and are subject to mutual discussions between the relevant lenders and our Company, as applicable. Typically, the rate of interest for our secured facilities ranges from 7.25% to 9.75% per annum. The interest rate for the vehicle loans availed by our Company typically ranges from 7.25% to 8.85% per annum, and the rate of interest rate for the unsecured facilities currently availed by our Company typically ranges from 10.60% to 10.85% per annum. 2. Tenor: The tenor of the facilities availed by our Company typically varies from 3 months to 84 months. 3993. Security: In terms of our borrowings where security needs to be created, the Company is typically required to, inter alia: (a) Create charge by way of hypothecation on entire current assets, both present and future; and (b) Create charge by way of hypothecation over all moveable and immovable fixed assets, both present and future; and (c) Create charge by way of mortgage over immovable fixed assets; (d) Execute corporate and personal guarantees 4. Pre-payment: The terms of certain facilities availed by us have prepayment provisions which allow for pre-payment of the outstanding loan amount, subject to such prepayment penalties and such other conditions as laid down in the facility agreements, on giving notice and/or obtaining prior approval from the concerned lender, as the case may be. These pre-payment penalties could range from 1% to 3% of the principal amount or of the amount being prepaid. 5. Re-payment: The working capital facilities availed by our Company are repayable within a period of 12 months or on demand. Term loan facilities availed by our Company are repayable on the due date and on the terms and conditions as may be agreed between us and the respective lenders. Similarly, vehicle loans are repayable as per the terms and conditions agreed upon by us and the respective lenders. 6. Restrictive Covenants: The facilities sanctioned to our Company contain certain restrictive covenants, which require prior written consent of the lender or prior intimation to be made to the lender, including: (i) Effect any change the general nature of the business or formulate any scheme of amalgamation or reconstruction; (ii) Permit any change in its ownership or control or management including change in the shareholding of promoters, directors and principal shareholders or enter into arrangement whereby its business or operations are managed or controlled, directly or indirectly by any other person; (iii) Avail any loan and/or stand as surety or guarantor for any third party liability or obligation and/or provide any loan or advance to any third party; (iv) Pay dividend or distribute or withdraw profits without prior permission; (v) Invest in, extend any advance/loans, to any group companies/associates/subsidiary/any other third party, repay subordinated loans of group companies or resort to additional borrowings without consent; (vi) Create any encumbrance or other disposition of any sort including charge, lien, mortgage, transfer, assignment over any of the property charged with the lender. 7. Events of default: Borrowing arrangements entered into by our Company contain standard events of default, including, among others: (a) Default in repayment of loan facility; (b) Non-creation of security within the stipulated timelines, failure to furnish documents/ information or failure to avail adequate insurance of assets offered as security; (c) Default in the performance of any covenant, condition, or agreement on the part of the borrower in accordance with transaction documents; (d) If any material representation, warranty or statement or undertaking made by the Company is found to be incorrect or untrue, in any respect, when made 400(e) Initiation of insolvency or bankruptcy proceedings against the Company or Company ceasing to carry on business; (f) Jeopardise or likely to prejudice, impair, depreciate any security provided by our Company in relation to the facility (g) Delay/failure to obtain external credit rating from an agency approved by RBI; 8. Consequences of occurrence of events of defaults: In terms of the Company's borrowing arrangements for the facilities availed by the Company, upon the occurrence of events of default, its lenders may: (a) Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to the lender; (b) Cancel the undrawn commitment of the facility; (c) Enforce the security created pursuant to the security documents; (d) Convert outstanding obligations under the facility into equity capital or other securities of the Company; (e) Incase of default, Company’s name or that of its directors may be disclosed or published as a defaulter as the lender or RBI may think fit; (f) To exercise any other rights that maybe available to the lender under the financing arrangements and applicable law. Except as stated below there are no consequences of default which give the lender control over the Company directly or indirectly: 1. In the event of default in repayment to the Bank or if cross default has occurred the Bank will have the right to appoint its nominee on the Board of Directors of the borrower to look after its interests. 2. In stressed situation or restructuring of debt, the regulatory guidelines provide for conversion of debt to equity. The Bank shall have the right to convert loan to equity or other capital in accordance with the regulatory guidelines. This is an indicative list of the terms and conditions of the outstanding facilities and there may be additional terms including those that may require the consent of the relevant lender, the breach of which may amount to an event of default under various borrowing arrangements entered into by us, and the same may lead to consequences other than those stated above. 401SECTION VII – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated in this section, there are no outstanding (i) criminal proceedings (including first information reports) involving our Company, Subsidiary, Promoters or Directors (collectively, “Relevant Parties”); (ii) actions by statutory or regulatory authorities involving the Relevant Parties; (iii) claims involving the Relevant Parties for any direct or indirect tax liabilities disclosed in a consolidated manner, giving the number of cases and total amount; or (iv) proceedings involving the Relevant Parties (other than proceedings covered under (i) to (iii) above) as determined to be ‘material’ by our Board pursuant to the Materiality Policy in accordance with the SEBI ICDR Regulations approved by it in meeting held on December 29, 2025 as disclosed herein below). For the purposes of material litigation or arbitration under (iv) above, our Board in their meeting held on December 29, 2025, considered and adopted a materiality policy with regard to outstanding litigation to be disclosed by our Company involving the Relevant Parties in this Prospectus (“Materiality Policy”). In terms of the Materiality Policy all outstanding civil litigation/ arbitration (including tax proceedings) involving the Relevant Parties would be considered ‘material’, if the aggregate monetary claim made by or against the Relevant Parties is equal to or, exceeds the lower of the following (i) Two percent of turnover, as per the last annual Restated Consolidated Financial Statements of the Company; (ii) Two percent of net worth, as per the last annual Restated Consolidated Financial Statements of the Company, except in case the arithmetic value of the net worth is negative; (iii) Five percent of the average of absolute value of profit or loss after tax, as per the last three annual Restated Consolidated Financial Statements of the Company (“Materiality Threshold”). All outstanding civil litigation/ arbitration proceedings where the monetary liability is not quantifiable or does not meet the Materiality Threshold but where an adverse outcome would materially and adversely affect the business, operations or financial position or reputation of the Company. Furthermore, all outstanding civil litigation/ arbitration proceedings where the decision in one litigation is likely to affect the decision in similar litigations, even though the amount involved in an individual litigation may not exceed Materiality Threshold. Accordingly, all such outstanding litigation proceedings where the aggregate monetary claim made by or against the Relevant Parties (individually or in aggregate), in any such outstanding litigation or arbitration proceeding is in excess of ₹18.12 million (being five percent of the average of absolute value of profit or loss after tax, as per the last three annual Restated Consolidated Financial Statements of the Company), have been disclosed in this Prospectus. Further, there are no disciplinary actions including penalties imposed by the SEBI or stock exchanges against our Promoters in the last five Financial Years, immediately preceding the date of this Prospectus as well as in the current year in which this Prospectus has been filed, including any outstanding action. Further, except as disclosed in this section, there are no outstanding (i) criminal proceedings and (ii) actions by regulatory or statutory authorities involving our Key Managerial Personnel and members of our Senior Management. For the purpose of the above, pre-litigation notices received by the Relevant Parties or the Group Companies from third parties (excluding notices issued by statutory or regulatory authorities or notices threatening criminal action) have not and shall not, unless otherwise decided by our Board, be considered as litigation until such time that Relevant Parties are impleaded as defendants in proceedings initiated before any judicial or arbitral forum. Further, in accordance with the Material Policy, our Company has considered such creditors to be “material”, to whom an amount due to such creditor exceeds 5% of the total consolidated outstanding dues (trade payables) as on the date of the latest Restated Consolidated Financial Statements. The consolidated outstanding trade payables of our Company as on September 30, 2025 was ₹1,535.91 million. Accordingly, a creditor has been considered “material” if the amount due to such creditor individually exceeds ₹76.80 million as on September 30, 2025. Further, for outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on information available with the Company regarding status of the creditor as defined under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder, as has been relied upon by the statutory auditors in preparing their audit report. All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated to the contrary, the information provided below is as of the date of this Prospectus. 402A summary of outstanding litigation proceedings involving our Company, our Subsidiary, our Directors, our Promoters, our Key Managerial Personnel and our Senior Management to the extent applicable, as on the date of this Prospectus is provided below: Disciplinary actions by the Aggregate SEBI or stock Statutory/ Material amount Name of Criminal Tax Exchanges Regulatory civil involved Entity Proceedings proceedings against our proceedings litigation** (₹ in Promoters in milli on)* last five financial years Company By our 1 Nil Nil Nil 3 115.56# Company Against our 1 22 Nil Nil 1 521.69 Company Subsidiary By our Nil Nil Nil Nil Nil Nil Subsidiary Against our Nil Nil Nil Nil Nil Nil Subsidiary Directors (Other than Promoters) By our Nil Nil Nil Nil Nil Nil Directors Against our Nil Nil Nil Nil Nil Nil Directors Promoters By our Nil Nil Nil Nil Nil Nil Promoters Against our 1 Nil Nil Nil 1 98.14 Promoters Key Managerial Personnel (Other than Promoters) By our KMP Nil NA Nil NA NA Nil Against our Nil NA Nil NA NA Nil KMP Senior Management By our Senior Nil NA Nil NA NA Nil Management Against our Nil NA Nil NA NA Nil Senior Management * Amount to the extent quantifiable. ** In accordance with the Materiality Policy # For the purpose of computing the amount of USD 0.80 million involved in the matter, the exchange rate of ₹90.95 as on February 27, 2026 as per www.rbi.org.in/scripts/ReferenceRateArchive.aspx has been considered. Note: Our Company has suo moto filed adjudication applications before the Registrar of Companies, Delhi and Haryana at New Delhi on April 15, 2025, seeking adjudication for certain non-compliances, erroneous disclosures, non-filings of certain forms as required under the provisions of the Companies Act, 1956 and Companies Act, 2013. A. LITIGATIONS INVOLVING OUR COMPANY i. Outstanding criminal proceedings Criminal proceedings against our Company Except as stated below, there are no outstanding criminal proceedings initiated against our Company, as on the date of this Prospectus. 1. A first information report dated January 31, 2018 (“FIR”), was filed by M/s New Bharat Rice Mill (“Complainant”) before the Senior Superintendent of Police, Batala, Punjab in relation to offences under Section 420 of the Indian Penal Code, 1860, Sections 103 and 104 of the Trade Marks Act, 1999 403against our Company and its directors, Rahul Suri and Jagdish Kumar Suri for using the trademark “Taj Mahal” belonging to the Complainant without their consent. Following the registration of the FIR, a cancellation report was submitted by the police. The Complainant challenged the cancellation report before Judicial Magistrate Ist Class, Batala, Gurdaspur, Punjab (“JMIC”), however, it was dismissed. Thereafter, a criminal miscellaneous application filed before the District and Sessions Courts, Gurdaspur (the “Court”) was allowed. The criminal revision petition bearing number CRR/130/2023 is currently pending before the Court and is listed for hearing on April 9, 2026. Criminal proceedings initiated by our Company Except as stated below, there are no outstanding criminal proceedings initiated by our Company, as on the date of this Prospectus. 1. A Complaint bearing number CT/10911/2018 was filed by our Company against Vishal Chaudhary, proprietor of M/s Outdoor Solutions (“Respondent”) under Section 138 and 142 of the Negotiable Instrument Act, 1881 before the Chief Metropolitan Magistrate Court, Patiala House, New Delhi (the “Court”), for a sum of ₹ 3 million, along with interest at the rate of 18 % per annum, in relation to the dishonor of cheque issued by the Respondent. The cheque was presented by our Company to the bank; however, the cheque was dishonored on account of payment being stopped by the Respondent. The matter is currently pending before the Court and is listed for hearing on April 30, 2026. ii. Other material proceedings Civil proceedings against our Company Except as stated below, there are no outstanding civil proceedings initiated against our Company, as on the date of this Prospectus. 1. A civil suit bearing number CS/13/2022 was filed before the District and Sessions Court, Gurdaspur (the “Court”) by, M/s. New Bharat Rice Mills (“Plaintiff”), against our Company and its directors, Jagdish Kumar Suri and Rahul Suri (“Defendants”). The Plaintiff has sought compensation for profits earned by infringing and using the trademark “Taj Mahal”, an injunction restraining the Defendants from using the trademark, and rendition of accounts of profit earned by the Defendants for supplying rice for ₹ 98.14 million. The matter is currently pending before the Court and is listed for hearing on April 2, 2026. Civil proceedings initiated by our Company Except as stated below, there are no outstanding civil proceedings initiated by our Company, as on the date of this Prospectus. 1. Our Company has filed a consumer complaint bearing number CC/155/2021 before the District Consumer Dispute Redressal Commission, Tis Hazari Court, Delhi (“Commission”) against National Insurance Company Limited under section 35 of the Consumer Protection Act, 2019 to claim insurance amount and compensation for the losses incurred to our Company due to a fire that damaged the consignment while in transit from Uruguay Port to Umm Qasr Port, Iraq. Our Company has sought a claim of USD 0.80 million along with interest at the rate of 18% per annum. The matter is currently pending before the Commission. 2. Our Company has filed an arbitration petition bearing number RCK 20F/2019 under the Arbitration and Conciliation Act, 1996, before the sole arbitrator, against the Union of India (“Respondent”). The dispute arose pursuant to a tender dated July 28, 2017, for the supply of 500 MT of sharbati rice for confirming to Defence Food Specifications No. 168. As per the terms of the tender, the Claimant had supplied rice at the rate of ₹ 0.042 million per MT and furnished a bank guarantee of ₹ 2.24 million dated August 04, 2017, as performance security. The Respondent rejected the goods supplied on the basis of an incorrect testing method and forfeited the Company’s bank guarantee. Our Company has sought ₹19.80 million along with interest at the rate of 18 % per annum. The matter is currently pending. 3. Our Company has filed a commercial suit bearing number CS (COMM) 1251/2025 before the High Court of Delhi at New Delhi (the “Court”) against Knam Foods Private Limited and Others (“Defendants”) under Section 134 and Section 135 of the Trademarks Act, 1999, seeking a permanent 404injunction to restrain the infringement of our registered trademark, passing off, damages, and rendition of accounts. Additionally, the suit is filed under Section 51 and Section 55 of the Copyright Act, 1957, for infringement of our copyright. The infringement involves our registered trademarks and copyrighted artwork, namely “AEROPLANE LA TASTE”, “AL-BUSTAN” and “AL LABEL (EXPORT)”, for which an ex-parte ad-interim injunction order has been passed by the Court against by the Defendants on November 24, 2025. Our Company has sought damages of ₹20 million. The matter is currently pending and listed for hearing on April 14, 2026. iii. Outstanding actions by statutory or regulatory authorities involving our Company As on the date of this Prospectus, there are no outstanding actions by statutory or regulatory authorities involving our Company iv. Adjudication application filed by our Company Our Company has suo moto filed adjudication applications before the Registrar of Companies, Delhi and Haryana at New Delhi on April 15, 2025, seeking adjudication for certain non-compliances, erroneous disclosures, non-filings of certain forms as required under the provisions of the Companies Act, 1956 and Companies Act, 2013. Our Company is currently awaiting the order of adjudication. For risks relating to the same, please refer “Risk Factors - We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/errors/non-filing/non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent” on page 49. B. LITIGATIONS INVOLVING OUR PROMOTERS i. Outstanding criminal proceedingss Criminal proceedings against our Promoters Except as disclosed in section titled ‘Criminal proceedings against our Company’ on page 403, there are no outstanding criminal proceedings filed against our Promoters as on the date of this Prospectus. Criminal proceedings initiated by our Promoters There are no outstanding criminal proceedings initiated by our Promoters as on the date of this Prospectus. ii. Other material proceedings Civil proceedings against our Promoter Except as disclosed in section titled “Litigations Involving our Company - Other material proceedings - Civil proceedings against our Company” on page 404, as on the date of this Prospect, there are no pending civil proceedings filed against our Promoters. Civil proceedings initiated by our Promoter As on the date of this Prospectus, there are no outstanding civil proceedings initiated by our Promoters. iii. Outstanding actions by statutory or regulatory authorities against our Promoters As on the date of this Prospectus, there are no outstanding action by statutory or regulatory authorities against our Promoters. 405C. LITIGATION INVOLVING OUR DIRECTORS (Other than our Promoters) i. Outstanding criminal proceedings Criminal proceedings against our Directors There are no outstanding criminal proceedings initiated against our Directors as on the date of this Prospectus. Criminal proceedings initiated by our Directors As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our Directors. ii. Other material proceedings Civil proceedings against our Directors There are no outstanding civil proceedings initiated against our Directors as on the date of this Prospectus. Civil proceedings initiated by our Directors As on the date of this Prospectus, there are no outstanding civil proceedings initiated by our Directors. iii. Outstanding actions by statutory or regulatory authorities involving our Directors As on the date of this Prospectus, there are no outstanding action by statutory or regulatory authorities involving our Directors. D. LITIGATIONS INVOLVING OUR SUBSIDIARY i. Outstanding criminal proceedings Criminal proceedings against our Subsidiary As on the date of this Prospectus, there are no outstanding criminal proceedings against our Subsidiary. Criminal proceedings initiated by our Subsidiary As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our Subsidiary. ii. Other material proceedings Civil proceedings against our Subsidiary As on the date of this Prospectus, there are no outstanding civil proceedings against our Subsidiary. Civil proceedings initiated by our Subsidiary As on the date of this Prospectus, there are no outstanding civil proceedings initiated by our Subsidiary. iii. Outstanding actions by statutory or regulatory authorities involving our Subsidiary As on the date of this Prospectus, there are no outstanding action by statutory or regulatory authorities involving our Subsidiary. E. LITIGATIONS INVOLVING OUR KEY MANAGERIAL PERSONNEL AND MEMBERS OF SENIOR MANAGEMENT i. Outstanding criminal proceedings Criminal proceedings against our Key Managerial Personnel and members of Senior Management 406As on the date of this Prospectus, there are no outstanding criminal proceedings against our Key Managerial Personnel and members of Senior Management. Criminal proceedings initiated by our Key Managerial Personnel and members of Senior Management. As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our Key Managerial Personnel and members of Senior Management. ii. Outstanding actions by statutory or regulatory authorities involving our Key Managerial Personnels and members of Senior Management. As on the date of this Prospectus, there is no outstanding action by statutory or regulatory authorities against our Key Managerial Personnel and members of Senior Management. F. OUTSTANDING LITIGATIONS INVOLVING OUR GROUP COMPANIES As on the date of this Prospectus, our Company does not have any Group Company. G. TAX LITIGATIONS Except as disclosed below, there are no outstanding tax litigations involving our Company, Directors (Other than our Promoters), Promoters and Subsidiary. (₹ in million) Nature of proceedings Number of proceedings Amount involved* outstanding Company Direct Tax 1 278.83 Indirect Tax 21 144.72 Directors (other than our Promoters) Direct Tax Nil Nil Indirect Tax Nil Nil Promoters Direct Tax Nil Nil Indirect Tax Nil Nil Subsidiary Direct Tax Nil Nil Indirect Tax Nil Nil *To the extent quantifiable H. OUTSTANDING DUES TO CREDITORS In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to MSME (as defined under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at September 30, 2025, are set out below: (in ₹ million) Type of Creditors Number of Creditors Amount due* Micro, Small and Medium enterprises Nil Nil Material Creditors 6 726.91 Other Creditors 66 809 Total 72 1,535.91 *As certified by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026. Details pertaining to outstanding dues to material creditors along with names and amounts involved for each such material creditor shall be made available on the website of our Company at https://www.aeroplanerice.com/investor-information/. 407I. MATERIAL DEVELOPMENTS Other than as stated in section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 361, 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 from the date of the filing of this Prospectus. J. OTHER CONFIRMATIONS There are no findings/ observations of any regulators that are material, and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision. Further, our Company has not received any findings/ observations from SEBI pursuant to the Issue, as on the date of this Prospectus. 408GOVERNMENT AND OTHER STATUTORY APPROVALS Our business requires various consents, licenses, permissions, registrations and approvals from various governmental agencies and other statutory and/ or regulatory authorities. Set out below is an indicative list of consents, licenses, permissions, registrations and approvals from various government and regulatory authorities obtained by our Company and Material Subsidiary which are material and necessary for undertaking their business activities and operations (“Material Approvals”). Additionally, unless otherwise stated, these material consents, licenses, permissions, registrations and approvals are valid as on the date of this Prospectus. Certain approvals may have lapsed in their normal course and our Company and Material Subsidiary have either made applications to the appropriate authorities for renewal of such licenses and/or approvals or is in the process of making such applications. The main objects clause of the Memorandum of Association and objects incidental to main objects enable our Company and our Material Subsidiary to carry out its activities. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies” on page 241. For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors–We require various licenses and approvals for undertaking our businesses and the failure to obtain or retain such licenses or approvals in a timely manner, or at all, may adversely affect our business, results of operations, cash flows and financial condition” on page 69. Our Company operates two rice milling, processing and packaging facilities - Unit I situated at Village Mehla Wala, near Kukkerawala, Anjala Road, Amritsar, Punjab – 143 001, India and Unit II situated at Jind Road, Safidon District, Jind – 126 112, Haryana, India. Additionally, we have a packaging unit, Unit III, situated at Khasra number 67/9, near Tata Telco service station, Alipur Extn, Delhi – 110 036. Our Material Subsidiary operates a packaging unit at 67/13, Revenue Estate, Village Alipur, Delhi – 110 036. For risks, see “Risk Factors- Our packaging units are located in non-conforming industrial areas in Delhi, which may expose us to regulatory risks, potential relocation, and business disruption.” on page 37. The following statements set out the details of licenses, permissions and approvals taken by our Company and Material Subsidiary under various central and state laws for carrying out its business. I. Incorporation Details a) Certificate of Incorporation dated August 29, 2003 issued under the Companies Act, 1956 by the Registrar of Companies, N.C.T of Delhi & Haryana; b) Certificate of Commencement of Business dated May 13, 2004 issued under the Companies Act, 1956 by the Registrar of Companies, N.C.T of Delhi & Haryana; c) The CIN of our Company is U15312DL2003PLC121979. For further details, see “History and Certain Corporate Matters” on page 253. II. Issue related approvals For the approvals and authorizations obtained by our Company in relation to the Issue, please see “Other Regulatory and Statutory Disclosures – Authority for the Issue” on page 415. III. Material Approvals in relation to our Company 1. General Approvals a) Certificate of compliance bearing certificate no. HACJK20032024011 under the Hazardous Analysis Critical Control Point (HACPP); b) Certificate of recognition as a Three Star Export House issued in accordance with the Foreign Trade Policy, 2015-2020, by the Directorate General of Foreign Trade, Ministry of Commerce & Industry, Government of India; c) The Legal Entity Identifier (LEI Code) of the Company is 335800DWD6YW71TF9778. 409d) Registration-cum-membership certificate bearing registration no. 1512 issued under the Agricultural and Processed Food Products Export Development Authority Act, 1985, by the Agricultural and Processed Food Products Export Development Authority, Ministry of Commerce and Industry, Government of India; e) Registration certificate for brand owner bearing registration no. BO-26-000-05-AAECA9181D-25 issued under the Plastic Waste Management Rules, 2016 by Central Pollution Control Board, Ministry of Environment, Forest and Climate Change, Government of India ; f) Certificate bearing no. IS-205224080514 issued by DBS Certifications Private Limited (independent authority) certifying that the information security management system of the Company is compliant with the requirement of ISO/IEC 27001:2022; 2. Tax Related Approvals a) Permanent Account Number issued by the Income Tax Department is AAECA9181D; b) Tax deduction Account Numbers issued by the Income Tax Department for the states from where our Company conducts its business operations: i. Delhi - DELA15266G ii. Haryana - RTKA18318G iii. Punjab - AMRA11208B. c) GST Registration Certificates issued under the Central Goods and Services Tax Act, 2017 by the Government of India for the states from where our Company conducts its business operations: i. Delhi (input service distributor) - 07AAECA9181D2ZP ii. Delhi - 07AAECA9181D1ZQ iii. Haryana - 06AAECA9181D1ZS iv. Punjab - 03AAECA9181D1ZY d) Certificate of Importer-Exporter Code bearing IEC number 0589011057 issued under the Foreign Trade (Development and Regulations) Act, 1992 by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India; e) Professional Tax Certificate bearing number E11AAECA9181D issued under the Punjab State Development Tax Act by the Punjab State Development Tax organisation. 3. Business Related Approvals An indicative list of the material approvals required by our Company for conducting operations is provided below: Unit I: a) Factory License bearing registration number ASR0FL1351 issued under the Factories Act, 1948 by the Directorate of Factories, Department of Labour, Punjab; b) License bearing license no. ASR/AJN/363 issued under the Punjab Agricultural Produce Markets Act, 1961 by the Punjab State Agricultural Board; c) Fire Safety Certificate bearing NOC No. 107-109767-Fire/83607 issued by the Punjab Fire Services; d) Certificate of verification bearing number 26202369181 issued under the Legal Metrology Act, 2009 and the Punjab Legal Metrology (Enforcement) Rule, 2013 by the Food, Civil Supplies & Consumer Affairs Office of Controller, Legal Metrology; e) Permission for extraction of ground water issued under the Punjab Groundwater Extraction and Conservation Directions, 2023, by the Punjab Water Regulation and Development Authority; 410f) Our Company has been granted ‘mandi licenses’, a permit which allows our Company to operate within notified areas of Punjab, by the Punjab State Agricultural Marketing Board under the Punjab Agricultural Produce Market Act, 1961; g) Inspection report issued by Punjab Electrical Inspectorate, Government of Punjab stating that electrical equipment installed for solar plant is in compliance with Central Electricity Authority (Measures Relating to Safety and Electric Supply) Regulations 2010; Unit II: a) Factory License bearing registration number KNL/A-1779, SR No. 1162 issued under the Factories Act, 1948 by the Directorate of Industrial Safety & Health, Labour Department of Haryana; b) Market Committee license bearing license no. 1655/SFD/BD issued under the Haryana Agricultural Produce Markets Act, 1961 by the Haryana State Agricultural Marketing Board, Government of Haryana; c) Certificate of approval bearing approval no. BR-04-021 issued under the Export of Basmati Rice (Quality Control, Inspection and Monitoring) Rules, 2003 by the Export Inspection Council, Ministry of Commerce, Government of India; d) Fire safety certificate bearing memo no. FS/2025/26 issued Fire Sation Officer , MC Jind, Haryana. e) Certificate of registration bearing license no. OCLM_ROI/32/HAR issued under the Legal Metrology Act, 2009 by the Controller of Legal Metrology; Unit III: a) General Trade/ Storage License bearing license no. MGTL04252916725332 issued under the Delhi Municipal Corporation Act, 1957 by the Central Licensing & Enforcement Cell, Municipal Corporation of Delhi; b) Health Trade License bearing license no. HLNZ-2408222479409 issued under the Delhi Municipal Corporation Act, 1957 by the Public Health Department, Municipal Corporation of Delhi; c) Certificate of registration bearing registration number GOI/DL/2022/1351 issued under the Legal Metrology (Packaged Commodities), Rules, 2011 by the Weights and Measures Unit, Department of Consumer Affairs, Ministry of Consumer Affairs, Food and Public Distribution. d) Certificate of verification bearing number 10614 issued by Food, Civil Supplies & Consumer Affairs Office of Controller, Legal Metrology under the Legal Metrology Act, 2009 by the Office of the Controller legal Metrology, Government of National Capital Territory of Delhi; e) Permission granted for factory stuffing by the office of the Commissioner of Customs. 4. Labour and Employee related Approvals a) Following ESIC Codes have been allotted under the Employees’ State Insurance Act, 1948 by the Employees’ State Insurance Corporation for the states from where our Company conducts its business operations i. Delhi - 10001181620000999 ii. Haryana - 13000821560000005 iii. Punjab - 29000653610000005 b) Following Code Numbers have been allotted under the Employees' Provident Fund and Miscellaneous Provisions Act, 1952 by the Employees' Provident Fund Organisation Ministry of Labour and Employment, Government of India, for the states from where our Company conducts its business operations: 411i. Delhi - DLCPM0015779000 ii. Haryana - GNRTK0005067000 iii. Punjab - LDASR0034932000 c) Certificate of Registration as principal employer bearing Regn No. ASR00PE9678 issued under the Contract Labour (Regulations & Abolition) Act, 1970 by the Department of Labour, Government of Punjab; d) Certificate of Registration as principal employer bearing Regn No. CLA/PSA/REG/JND/LC-Cum- CIF/0009830 issued under the Contract Labour (Regulations & Abolition) Act, 1970 by the Labour Department, Haryana, Chandigarh. e) Registration Certificate bearing number 2025054429 for registration of the Registered Office under the Delhi Shops & Establishment Act, 1954, issued by the Department of Labour, Government of National Capital Territory of Delhi. f) Registration Certificate bearing number PSA/REG/JIND/LI-JND-2/0386078 for registration of the Corporate Office under the Punjab Shops & Establishment Act, 1958, issued by the Department of Labour, Haryana. 5. Environmental related Approvals Unit I: a) Consent to Operate bearing certificate number CTOA/Renewal/ASR/2022/18905733 issued under the Air (Prevention and Control of Pollution) Act, 1981 by the Haryana State Pollution Control Board; b) Consent to Operate bearing certificate number CTOW/Renewal/ASR/2022/18906486 issued under the Water (Prevention and Control of Pollution) Act, 1974 by the Haryana State Pollution Control Board; c) Consent to Establish bearing number 3648 issued by the Punjab Pollution Control Board under the Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981; d) Authorisation bearing authorisation no. HWM/renew/ASR/2024/26836321 granted for operating a facility for collection, generation, storage, disposal of hazardous waste as per the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, by the Punjab Pollution Control Board; e) Our Company has received certificates for use of boilers for its Unit I from Directors of Boilers, Punjab, under the Indian Boilers Act, 1923; f) Permission for installing two diesel generators issued by the Punjab State Power Corporation Limited. Unit II: a) Consent to Operate bearing certificate number HSPCB.Consent/ :329973020JINCTO106759633 issued by the Haryana State Pollution Control Board, under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981 including consent to use two boilers and two diesel generator sets; b) Grant of Authorization bearing number HWM/JIN/2025/113719543 issued by Haryana State Pollution Control Board, under the Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016. 6. Quality related certificates Unit I: a) License bearing number 10021063000064 issued under the Food Safety and Standards Act, 2006 by the Food Safety and Standards Authority of India, Government of India; 412b) Certificate of Registration bearing no. 305024111172F issued by Quality Research Organization (independent authority) certifying that the Company's food safety management systems is compliant with the requirement of ISO 22000:2018. Unit II: a) License bearing number 10012064000183 issued under the Food Safety and Standards Act, 2006 by the Food Safety and Standards Authority of India, Government of India. Unit III: a) License bearing number 10012011000454 issued under the Food Safety and Standards Act, 2006 by the Food Safety and Standards Authority of India, Government of India. 7. Intellectual Property As on date of this Prospectus, we have registered a total of 100 trademarks, including 70 in India and 30 across 26 countries primarily in Europe, Asia and Africa, and 22 copyrights in India. Certain intellectual properties were registered in the name of our Promoter, Chairman and Managing Director, Jagdish Kumar Suri. Pursuant to the Deed of Assignment dated June 2, 2025, Jagdish Kumar Suri (“Assignor”), transferred all his rights, title and interest, property and benefit in the 8 trademarks registered in India, 15 trademarks registered worldwide and 8 copyrights, to our Company (“Assignee”) for a total consideration of ₹0.20 million. For further details in relation to the Deed of Assignment, please refer “History and Certain Corporate Matters- Other Material Agreements” on page 257. For risks related to intellectual properties, please refer “Risk Factors- The availability of counterfeit products and any inability to protect our intellectual property or any claims that we infringe on the intellectual property rights of others could have a material adverse effect on us. Any deterioration in the reputation and market perception of our brands, or if our sales and marketing efforts are ineffective, it could adversely affect our sales, profitability and the implementation of our growth strategy” on page 67. IV. Material Approvals in relation to ACJK Foods Private Limited, our Material Subsidiary 1. Incorporation Details a) Certificate of Incorporation dated November 12, 2020 issued under the Companies Act, 2013 by the Registrar of Companies, Central Registration Centre; b) The CIN of our Material Subsidiary is U15120DL2020PTC373123. For further details, please see “History and Certain Corporate Matters – Subsidiary of our Company” on page 258. 2. Tax Related Approvals a) Permanent Account number issued by the Income Tax Department is AAUCA3771D; b) Tax deduction Account number issued by Income tax Department is DELA60118C; c) GST Registration Certificate bearing number 07AAUCA3771D1ZI issued by the Government of India under the Centre Goods and Services tax Act, 2017; d) Certificate of Importer-Exporter Code bearing IEC number AAUCA3771D issued under the Foreign Trade (Development and Regulations) Act, 1992 by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India. 4133. Business Related Approvals a) General Trade License bearing license no. MGTL05251879687569 issued under the Delhi Municipal Corporation Act, 1957 by the Central Licensing & Enforcement Cell, Municipal Corporation of Delhi; b) Health Trade License bearing license no. HLNZ-2506241612302 issued under the Delhi Municipal Corporation Act, 1957 by the Public Health Department, Municipal Corporation of Delh; c) Registration-cum-membership certificate bearing registration no. 212714 issued under the Agricultural and Processed Food Products Export Development Authority Act, 1985, by the Agricultural and Processed Food Products Export Development Authority, Ministry of Commerce and Industry, Government of India. d) Certificate of Registration bearing registration number GOI/DL/2025/3051 under the Legal Metrology (Packaged Commodities), Rules, 2011 issued by the Weights and Measures Unit, Department of Consumer Affairs, Ministry of Consumer Affairs, Food and Public Distribution; e) Certificate of verification bearing number 10615 issued under the Legal Metrology Act, 2009 by the Office of Controller, Legal Metrology; 4. Labour Related Approvals a) Registration certificate for registration of corporate office as a commercial establishment bearing registration no. 2025053593 under the Delhi Shops & Establishment Act, 1954, issued by the Department of Labour, Government of India. 5. Quality Related Approvals a) License bearing number 13321999000598 issued under the Food Safety and Standards Act, 2006 by the Food Safety and Standards Authority of India, Government of India. V. Material Approvals applied for but not received as on the date of this Prospectus As on date of this Prospectus, we have applied for the below approvals: a) Application bearing number HRWA1009100315574434 dated December 14, 2024 made to Haryana Water Resources Authority, Government of Haryana for permission for extraction of ground water at our Unit II. For risks, see “We require various licenses and approvals for undertaking our businesses and the failure to obtain or retain such licenses or approvals in a timely manner, or at all, may adversely affect our business, results of operations, cash flows and financial condition” on page 69. VI. Material Approvals expired and renewal to be applied for as on the date of this Prospectus Nil VII. Material Approvals required but not applied for as on the date of this Prospectus Nil 414OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue Corporate Approvals The Issue has been authorised by our Board pursuant to a resolution passed at its meeting held on June 13, 2025. The Shareholders have approved the Issue by a special resolution passed at the extra-ordinary general meeting held on June 16, 2025. The Draft Red Herring Prospectus was approved by our Board for filing with SEBI and the Stock Exchanges pursuant to the resolution passed at its meeting held on June 27, 2025. The Red Herring Prospectus was approved by our Board for filing with SEBI and the Stock Exchanges pursuant to the resolution passed at its meeting held on March 12, 2026. This Prospectus was approved and taken on record by our Board pursuant to the resolution passed at its meeting held on March 28, 2026. In-principle Listing Approvals Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters each dated September 24, 2025. Prohibition by SEBI, RBI or other governmental authorities Our Company, our Subsidiary, our Promoters, our Directors, persons in control of our Company or the members of the 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 other jurisdiction or any other authority/court. None of the companies with which our Promoters and Directors are associated with as promoters, directors or persons in control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities. Neither our Company nor our Directors or Promoters have been declared as a ‘wilful defaulter’ or a ‘fraudulent borrower’ by any bank or financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued by the RBI. Our Promoters or Directors have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic Offenders Act, 2018. We hereby confirm that the Issuer, its Promoter Group, entities where the Promoters are directors, its Subsidiary and other related entities have not been involved in the act of money mobilisation in any manner and no regulator/ agency has at any time sought any information in any manner. Directors associated with the Securities Market None of our Directors are associated with securities market in any manner including securities market related business. There are no outstanding actions initiated by SEBI in the last five years preceding the date of this Prospectus against our Directors. Confirmation under the Companies (Significant Beneficial Owners) Rules, 2018, as amended Our Company, Promoters, members of the 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 applicable thereto in respect of their respective holding in our Company, as on the date of this Prospectus. Eligibility for the Issue 415Our Company is eligible for the Issue in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner: • Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each), i.e. as at and for the Financial Years 2025, 2024 and 2023, of which not more than 50% are held in monetary assets; • Our Company has an average operating profit of at least ₹150 million, calculated on a restated and consolidated basis, during the preceding three full years (of 12 months each) i.e. as at and for the Financial Years 2025, 2024 and 2023, with operating profit in each of these preceding three years; • Our Company has a net worth of at least ₹10 million in each of the preceding three full years (of 12 months each) i.e. as at and for the Financial Years 2025, 2024 and 2023, calculated on a restated and consolidated basis; and • There has been no change in the name of our Company at any time during the one year immediately preceding the date of this Prospectus. Set forth below are our Company’s net tangible assets, operating profit net worth and monetary assets, derived from our Restated Consolidated Financial Statements included in this Prospectus. (in ₹ million, except as stated) Particulars Financial year ended as on March 31, 2025 March 31, 2024 March 31, 2023 Restated net tangible assets (1) 3,817.48 3,147.13 2,847.40 Restated operating profit (2) 1,636.52 1,096.64 796.93 Average Restated Operating Profit 1,176.70 Net worth (3) 3,791.84 3,114.77 2,808.42 Restated monetary assets (4) 209.94 199.61 182.99 % of Restated monetary assets to 5.50 6.34 6.43 restated net tangible assets (1) ‘Net tangible assets’ means the sum of all net assets of the Company, excluding intangible assets as defined in Indian Accounting Standard (Ind AS) 38 and deferred tax assets as defined in Ind AS 12 and excluding the impact of deferred tax liabilities as defined in Ind AS 12 issued by Institute of Chartered Accountants of India. (2) ‘Operating Profit’ has been calculated as profit before finance costs, other income, exceptional item and tax expenses. (3) ‘Net worth’ means aggregate value of the paid-up share capital and other equity created out of the profits, 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, derived from Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation as per Regulation 2(1)(hh) of the SEBI ICDR Regulations. (4) ‘Monetary assets’ is the aggregate of cash on hand and balance with banks (including other bank balances and interest accrued thereon). Our Company has operating profits in each of Fiscal 2025, 2024 and 2023 in terms of our Restated Consolidated Financial Statements. Our average operating restated profit for Fiscals 2025, 2024 and 2023 is ₹1,176.70 million. For further details, please see, “Financial Information” beginning on page 295. 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 Bid money will be refunded forthwith. 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. We are eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of the SEBI ICDR Regulations. 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. Our Company is in compliance with the following conditions specified in Regulation 5 of the SEBI ICDR Regulations: 416a. None of our Promoters or our Directors are promoters or directors or persons in control of companies which are debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities. b. Neither our Company, nor our Promoters, the members of our Promoter Group, or our Directors are debarred from accessing the capital markets by SEBI. c. Neither our Company nor our Directors or Promoters have been declared as a ‘willful defaulter’ or a ‘fraudulent borrower’, as defined under the SEBI ICDR Regulations. d. Neither our Promoters or Directors have been declared as Fugitive Economic Offenders under Section 12 of the Fugitive Economic Offenders Act, 2018. e. There are no convertible securities that are required to be converted on or before the filing of this Prospectus. f. 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. g. Our Company, along with the Registrar to the Company, has entered into tripartite agreements each dated September 27, 2024 and December 24, 2024 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares. h. All Equity Shares held by our Promoters, members of the Promoter Group, and Directors are held in dematerialized form. Further as on the date of this Prospectus, the employees, the Key Managerial Personnel and members of the Senior Management do not hold any Equity Shares in the Company. i. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Prospectus. 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 under the Issue shall be not less than 1,000, failing which, the entire application monies will be refunded forthwith to the respective Bidders, in accordance with the SEBI ICDR Regulations and applicable law. DISCLAIMER CLAUSE OF 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 MANAGERS, BEING EMKAY GLOBAL FINANCIAL SERVICES AND KEYNOTE FINANCIAL SERVICES LIMITED (“BRLMS”) HAVE 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 INVESTORS 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 BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGE ITS 417RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JUNE 27, 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 BRLMS, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to this Issue have been complied with at the time of filing of the Red Herring Prospectus with the RoC including in terms of Section 32 of the Companies Act and will be complied with at the time of filing of this Prospectus with the RoC in terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act. Disclaimer from our Company, our Directors and the BRLMs Our Company, our Directors and the BRLMs 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, www.aeroplanerice.com, or any website of any of the members of our Promoter Group, or any affiliate of our Company, would be doing so at his or her own risk. The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement, and as will be provided for in the Underwriting Agreement. All information, to the extent required in relation to the Issue, shall be made available by our Company and the BRLMs to the Bidders and the public at large and no selective or additional information would be made available by our Company and BRLMs for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding Centers or elsewhere. Neither our Company nor the any member of the Syndicate is liable for any failure in uploading the Bids due to faults in any software/ hardware system or otherwise; the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Banks 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 Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, BRLMs and their respective directors, partners, officers, agents, affiliates, trustees 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, BRLMs and each of their respective directors, partners, officers, agents, affiliates, trustees and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for our Company, our Subsidiary, our Promoters and their respective directors and officers, group companies, if any, and their respective 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, its Directors, our Promoters, officers, agents, group companies, if any, and their respective affiliates or associates or third parties for which they have received, and may in future receive compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another person or entity. 418Disclaimer in respect of jurisdiction Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Delhi, India only. Bidders eligible under Indian law to participate in the Issue The Issue was 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, corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from RBI), systemically important Non-Banking Financial Companies (“NBFCs”) or trusts under applicable trust law and who are authorised under their respective constitutions to hold and invest in equity shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority of India (“IRDAI”), permitted provident funds (subject to applicable law) and permitted pension funds (subject to applicable law), National Investment Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, Government of India (“GoI”) and permitted Non-Residents including Foreign Portfolio Investors (“FPIs”) and Eligible NRIs, Alternate Investment Funds (“AIFs”), and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares. The Red Herring Prospectus did not constitute an invitation to subscribe to or purchase the Equity Shares in the Issue in any jurisdiction to any person to whom it was unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the Red Herring Prospectus came was required to inform himself or herself about, and to observe, any such restrictions. Bidders were advised to ensure that any Bid from them did not exceed investment limits or the maximum number of Equity Shares that could be held by them under applicable law. Certain persons outside India were restricted from participating in the Issue. For details see “Restrictions on Foreign Ownership of Indian Securities” on page 462. Selling and Transfer Restrictions Invitations to subscribe to or purchase the Equity Shares in the Issue were to be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Issue, which comprised the Red Herring Prospectus and the preliminary international wrap for the Issue, if the recipient was outside India. No person outside India was eligible to Bid for Equity Shares in the Issue unless that person had received the preliminary offering memorandum for the Offer, which contained the selling restrictions for the Issue outside India. The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise qualified in any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Issue are being offered and sold only outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). Each purchaser of the Equity Shares in the Issue who did not receive a copy of the preliminary offering memorandum was deemed to represent and warrant to and agree with our Company and the members of the Syndicate as follows: • 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. • It did not purchase the Equity Shares as a result of any “directed selling efforts” (as defined in Regulation S). • 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 419Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act. • It will not sell or transfer any Equity Shares or any economic interest therein, including any offshore derivative instruments, such as participatory notes, issued against the Equity Shares, other than in accordance with applicable laws. • 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. • 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. • It agrees to indemnify and hold the Company and the members of the Syndicate 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. • It acknowledges that our Company and the members of the Syndicate and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Until the expiry of 40 days after the commencement of the Issue, an offer or sale of Equity Shares sold in the Issue within the United States by a dealer (whether or not it is participating in this Issue) may violate the registration requirements of the U.S. Securities Act. Disclaimer clause of BSE As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by BSE to our Company post scrutiny of the Draft Red Herring Prospectus, vide its in-principle approval letter dated September 24, 2025, is as under: “BSE Limited ("the Exchange") has given vide its letter dated September 24, 2025, permission to this Company to use the Exchange's name in this offer document as one of the stock exchanges on which this company's securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner: - a. warrant, certify or endorse the correctness or 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 desires 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 the Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated by NSE to our Company post scrutiny of the Draft Red Herring Prospectus, vide its in-principle approval letter dated September 24, 2025, is as under: “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/5615 dated September 24, 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 420that 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.” Filing of the Draft Red Herring Prospectus A copy of the Draft Red Herring Prospectus had been filed electronically on the SEBI’s intermediary portal at https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and in accordance with SEBI ICDR Master Circular. It was also filed with SEBI 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. Filing of the Red Herring Prospectus and this Prospectus A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the Companies Act, 2013 was filed with the RoC and a copy of this Prospectus will be filed under Section 26 of the Companies Act, 2013 with the RoC and through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. Listing The Equity Shares of the Company having a face value of ₹ 10, offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Application has been made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares being offered and sold in the Issue and BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus and 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 of Equity Shares at the Stock Exchanges are taken within three Working Days 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 within such timeline 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 as may be prescribed by the SEBI. Consents Consents in writing of our Directors, our Promoters, our Promoter Group, our Company Secretary and Compliance Officer, our Chief Financial Officer, Legal Counsel to the Issue, the Bankers to our Company, BRLMs, CARE, independent chartered engineer, independent practicing company secretary, Statutory Auditor, and the Registrar to the Issue Syndicate Members, Escrow Collection Bank, Public Issue Account Bank, Refund Bank, and Sponsor Banks and Monitoring Agency have been obtained; and the consents in writing of the Underwriter(s) to act in their respective capacities, will be obtained. Further, such consents have not be withdrawn as on the date of this Prospectus. 421Experts Except as stated below, our Company has not obtained any expert opinions in connection with the Issue: Our Company has received written consent dated March 12, 2026 from Pramod K. Sharma & Co, Chartered Accountants, our Statutory Auditors, 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 Auditors, and in respect of (i) their examination report dated December 29, 2025 on the Restated Consolidated Financial Statements; and (ii) their report dated March 12, 2026 on the Statement of possible special tax benefits in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” and “consent” shall not be construed to mean an “expert” and “consent” as defined under the U.S. Securities Act. Further, our Company has received written consent dated March 12, 2026 from Dharam Vir Mehta, Independent Chartered Engineer, to include its name as an “expert” as defined under Section 2(38) and other applicable provisions of the Companies Act, 2013 in respect of his certificate dated March 12, 2026, on installed capacity, actual utilisation at our manufacturing facility and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” and “consent” shall not be construed to mean an “expert” and “consent” as defined under the U.S. Securities Act. Our Company has received written consent dated March 12, 2026 from PWR Associates, Independent Practicing Company Secretaries, to include their name as an ‘expert’ as defined under Section 2(38) of the Companies Act to the extent and in its capacity as an independent practicing company secretary in respect of the certificate dated March 12, 2026, issued by it in connection with secretarial compliances of our Company inter alia, untraceable corporate records of our Company and such consent has not been withdrawn as of the date of this Prospectus. However, the term “expert” and “consent” shall not be construed to mean an “expert” and “consent” as defined under the U.S. Securities Act. Particulars regarding public or rights issues undertaken by our Company during the last five years Except as disclosed in the section entitled “Capital Structure” on page 102, our Company has not made any public issues or rights issues during the five years immediately preceding the date of this Prospectus. Particulars regarding public or rights issues undertaken by our Subsidiary during the last five years Our Subsidiary has not made any public issues or rights issues during the five years immediately preceding the date of this Prospectus. Commission or brokerage on previous issues of Equity Shares during the last 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 by our Company in the five years preceding the date of this Prospectus. Capital Issues in the preceding three years by our Company, our listed group companies, Subsidiaries and Associates of our Company Except as disclosed in the section entitled “Capital Structure” on page 102, our Company has not made any capital issues during the three years immediately preceding the date of this Prospectus. As on date of this Prospectus our Subsidiary is not listed on any stock exchange. As on date of this Prospectus, we do not have any Group Company or associates. Performance vis-à-vis objects - Public/ rights issue of our Company Our Company has not made any public/rights issues during the five years immediately preceding the date of this Prospectus. 422Performance vis- à-vis objects: Public/ rights issue of the listed Subsidiaries As on the date of this Prospectus, our Subsidiary is not listed on any stock exchanges. Price information and the track record of the past issues handled by the BRLMs I. Emkay Global Financial Services Limited 1. The price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Emkay Global Financial Services Limited is as follows: +/- % change in closing +/- % change in +/- % change in Openin price, [+/- closing price, closing price, [+/- Issue Issue g price % change [+/- % change in % change in Sr. Size Listing Issuer Name Price on in closing closing closing No (₹ in date (₹) listing benchmark] benchmark]- benchmark]- million) date - 30th 90th calendar 180th calendar calendar days from listing days from listing days from listing 1. Innovision 3,192.5 519.00 March 23, 466.00 NA NA NA Limited 2 2026 2. Awfis Space 5,989.2 383.00 May 30, 435.00 34.36% 100.18% 83.16% Solutions 5 2024 [6.16%] [10.61%] [7.09%] Limited 3. J.G. Chemicals 2,511.9 221.00 March 13, 211.00 2.47% 4.10% 85.54% Limited 0 2024 [1.41%] [3.37%] [9.72%] Sources: All shares price data are taken from www.bseindia.com and www.nseindia.com 2. Summary statement of price information of past public issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Emkay Global Financial Services Limited Fiscal Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at no. of funds discount on 30th premium on 30th discount on 180th premium on 180th IPOs raised Calendar day from Calendar day from Calendar day from Calendar day from (₹ in listing date listing date listing date listing date million) Over Between Less Over Between Less Over Between Less Over Between Less 50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than 25% 25% 25% 25% 2025- 1 3,192.5 - - - - - - - - - - - - 2026* 2 2024-25 1 5,989.2 - - - - 1 - - - - 1 - - 5 2023-24 1 2511.9 - - - - - 1 - - - 1 - - 0 *The information is an on the date of the Prospectus. The information for each of the financial years is based on issues listed during such financial year. Notes: i. Data for number of IPOs trading at premium/discount taken at closing price on NSE or BSE on the respective date, depending upon the designated stock exchange. II. Keynote Financial Services Limited 1. The price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Keynote Financial Services Limited is as follows: Issue Opening +/- % change +/- % change +/- % change Issue Sr. Size price on in closing in closing in closing Issuer Name Price Listing date No (₹ in listing price, [+/- % price, [+/- % price, [+/- % (₹) million) date change in change in change in 423closing closing closing benchmark]- benchmark]- benchmark]- 30th calendar 90th calendar 180th calendar days from days from days from listing listing listing 1. J. G. 2,511.90 221.00 March 13, 211.00 2.47% 4.10% 85.54% Chemicals 2024 [3.13%] [5.12%] [11.57%] Limited 2. Nova Agritech 1,438.10 41.00 January 31, 56.00 59.98%, 27.29% 100.29% Limited 2024 [1.04%] [4.07%] [13.35%] 3. Credo Brands 5,497.79 280.00 December 282.00 -9.89%, -35.86% -39.34% Marketing 27, 2023 [-1.86%] [1.10%] [7.18%] Limited Sources: All shares price data are taken from www.bseindia.com, as BSE Limited is designated stock exchange. Notes: i. Exchange data, where the 30th day / 90th day/ 180th day of a particular year falls on a holiday, the immediately preceding trading day has been considered for the price. ii. BSE SENSEX index is considered as the Benchmark Index, BSE being the designated stock exchange 2. Summary statement of price information of past public issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Keynote Financial Services Limited: Fiscal Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at no. of funds discount on 30th premium on 30th discount on 180th premium on 180th IPOs raised Calendar day from Calendar day from Calendar day from Calendar day from (₹ in listing date listing date listing date listing date million) Ove Between Less Over Between Less Over Between Less Over Between Les r 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% s 50% 25% 25% 25% tha n 25 % 2025-26 - - - - - - - - - - - - - - 2024-25 - - - - - - - - - - - - - - 2023-24 3 9,447.79 1 1 - 1 - 1 - 2 - - Track record of past issues handled by the BRLMs For details regarding the track record of the BRLMs, as specified in the circular bearing reference number CIR/MIRSD/1/2012 dated January 10, 2012, issued by SEBI, please see the website of the BRLMs as set forth below: Sr. No Name of the BRLMs Website 1. Emkay Global Financial Services Limited www.emkayglobal.com 2. Keynote Financial Services Limited www.keynoteindia.net Stock market data of the Equity Shares This being the initial public offering of the Equity Shares of our Company, the Equity Shares are 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 Registrar Agreement provides for retention of records with the Registrar to the Issue for a minimum period of eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or any such period as prescribed under the applicable laws, to enable the investors to approach the Registrar to the Issue for redressal of their grievance. The Registrar to the Issue shall obtain the required information from the Self Certified Syndicate Banks (“SCSBs”) for addressing any clarification or grievance of application supported by blocked amount (“ASBA”) Bidders. 424Bidders can contact the Company Secretary and Compliance Officer and/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. For all Issue related queries and for redressal of complaints, Bidders may also write to the BRLMs or the Registrar to the Issue, in the manner provided below. Our Company, the BRLMs and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under the applicable provisions of the SEBI ICDR Regulations. All Issue related grievances, other than by Anchor Investors, may be addressed to the Registrar to the Issue, with a copy to the relevant Designated Intermediary, where the Bid cum Application Form was submitted, giving the full name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, Unified Payment Interface Identity (“UPI ID”) Permanent Account Number (“PAN”), address of the Bidder, number of Equity Shares applied for, ASBA Account number in which amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make payment of Bid Amount through the UPI Mechanism) other than RIIs bidding through the UPI mechanism) date of Bid cum Application Form, name and address of the relevant Designated Intermediary, where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgement Slip or application number received from the Designated Intermediaries in addition to the documents or information mentioned hereinabove. The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. For Issue-related grievances, investors may contact the BRLMs, details of which are given in “General Information – Book Running Lead Managers” on page 93. All Issue related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the name of the sole or First Bidder, Anchor Investor Application Form, 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 BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor. In terms of SEBI circular 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, the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI Master Circular No. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023, SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs in accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as modified by SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and SEBI ICDR Master Circular 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 and such compensation to investors shall be computed from T+3 day. In terms of SEBI circular 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 SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSBs would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. 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: 425Scenario 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 higher for cancellation / withdrawal / deletion is placed on the bidding platform of the Stock Exchanges till the date of actual unblock. Blocking of multiple amounts 1. Instantly revoke the blocked From the date on which multiple for the same Bid made through funds other than the original amounts were blocked till the date the 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 unblock 2. ₹100 per day or 15% per annum of the difference amount, whichever is higher. 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 higher to the finalisation of the Basis of applications Allotment till the date of actual unblock In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the SCSBs and the Book Running Lead Managers shall compensate the investors at the rate higher of ₹100 or 15% per annum of the application amount for the period of such delay. Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI ICDR Master Circular the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSBs has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the Registrar to the Issue. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated Intermediaries in addition to the information mentioned hereinabove. Our Company has not received any investor complaint during the three years preceding the date of this Prospectus. There are no investor complaints in relation to our Company pending as on the date of this Prospectus. The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Issue accept no responsibility for errors, omissions, commission of any acts of SCSBs, including any defaults in complying with its obligations under the applicable provisions of SEBI ICDR Regulations. Bidders can contact the Compliance Officer or BRLMs 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 intimations and non-receipt of funds by electronic mode. Disposal of investor grievances by our Company Our Company has obtained authentication on the SCORES in terms of the SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances through SCORES. 426Our Company has constituted a Stakeholders Relationship Committee comprising of Ramnika Suri, as Chairperson, Rajni, and Rahul Suri, as members to review and redress the shareholders and investor grievances. For details, see “Our Management – Committees of our Board – Stakeholders’ Relationship Committee” on page 277. Our Company estimates that the average time required by our Company and/or the Registrar to the Issue or the SCSB in case of ASBA Bidders, for the redressal of routine investor grievances shall be 15 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 Sadhna Khurana, as our Company Secretary of our Company as the Compliance Officer for the Issue and may be contacted in case of any pre-Issue or post-Issue related problems at the following address: Amir Chand Jagdish Kumar (Exports) Limited Village Sillakheri, Jind Road, Tehsil Safidon, District Jind, Haryana – 126 112, India. Telephone: +91 85959 12447 E-mail: info@aeroplanerice.com 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. Exemption from complying with any provisions of securities laws, if any, granted by SEBI As on the date of this Prospectus, our Company has neither made any application, nor has it been granted any exemption by SEBI from complying with any provisions of securities laws. Other confirmations No person connected with the Issue, including but not limited to our Company, the BRLMs, the Syndicate Members, the Promoters, our Directors or the members of the Promoter Group shall offer in any manner whatsoever any incentive, whether direct or indirect, in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Issue. 427SECTION VIII – 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, SEBI Listing Regulations, SCRA, SCRR, the Memorandum of Association and Articles of Association, the terms of the Red Herring Prospectus, this Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and other terms and conditions as may be incorporated in Allotment Advices and other documents or 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, RBI, the Government of India, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Issue. The Issue The Issue is a Fresh Issue of 20,754,716* Equity Shares by our Company. For details in relation to Issue expenses, see “Objects of the Issue – Issue Expenses” on page 125. * Subject to finalization of the Basis of Allotment. Ranking of the Equity Shares The Equity Shares being issued and Allotted pursuant to the Issue shall be subject to the provisions of the Companies Act 2013, SEBI ICDR Regulations, SCRA, SCRR, the Memorandum of Association and the Articles of Association and shall rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of the right to receive dividend, voting and other corporate benefits, if any, declared by the Company after the date of Allotment. For further details, “Description of Equity Shares and Terms of the Articles of Association” beginning on page 463. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, our Articles of Association and provisions of the SEBI Listing Regulations and any other guidelines, regulations or directions which may be issued by the Government of India 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 294 and 463, respectively. Face Value, Issue Price, Floor Price and Price Band The face value of each Equity Share is ₹10 and the Issue price of each Equity Share is ₹212 each. The Floor Price is ₹201 per Equity Share of face value of ₹10 each and the Cap Price is ₹212 per Equity Share of face value of ₹10 each. The Anchor Investor Issue Price is ₹212 per Equity Share of face value of ₹10 each. The Price Band and the minimum Bid Lot for the Issue was decided by our Company in consultation with the BRLMs, and was published in all editions of Financial Express, an English national daily newspaper and all editions of Jansatta a Hindi national daily newspaper, (Hindi being the regional language of Delhi 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 shall be determined by our Company in consultation with the BRLMs 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. 428Compliance with Disclosure and Accounting Norms Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the following rights: • Right to receive dividends, if declared; • Right to attend general meetings and exercise voting rights, unless prohibited by law; • Right to vote on a poll either in person or by proxy, and e-voting in accordance with the provisions of the Companies Act; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive any surplus on liquidation, subject to any statutory and preferential claim being satisfied; • Right of free transferability of Equity Shares, 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, SEBI Listing Regulations and the Memorandum of Association 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 or sub-division, see “Description of Equity Shares and Terms of Articles of Association” on page 463. Allotment of Equity Shares only in dematerialized form Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized 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 December 24, 2024, amongst our Company, CDSL and the Registrar to the Issue; and • Tripartite Agreement dated September 27, 2024, amongst our Company, NSDL and the Registrar to the Issue. Market Lot and Trading Lot Since trading of the Equity Shares will be in dematerialized form, the tradable lot is one Equity Share. Allotment in this Issue will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of 70 Equity Shares of face value of ₹10 each. For details of basis of allotment, see “Issue Procedure” beginning on page 440. Joint Holders Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of the Equity Shares, they shall be deemed to hold the same a joint tenants with benefits of survivorship. Jurisdiction The courts of Delhi, India will have exclusive jurisdiction in relation to this Issue. Period of operation of subscription list See “Bid/Issue Programme” on page 430. 429Nomination facility to Investors In accordance with Section 72 of the Companies Act, 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 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, 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. Bid/Issue Programme BID/ISSUE OPENED ON Tuesday, March 24, 2026 (1) BID/ISSUE CLOSED ON Friday, March 27, 2026 (2) (1) The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date. (2) UPI mandate end time and date was at 5:00 pm on Bid/Issue Closing Date, i.e., on March 27, 2026. An indicative timeline in respect of the Issue is set out below: Event Indicative Date Bid/Issue Closed On Friday, March 27, 2026 Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Monday, March 30, 2026 Initiation of refunds (if any, for Anchor Investors)/unblocking of funds On or about Wednesday, from ASBA Account* April 1, 2026 Credit of Equity Shares to demat accounts of Allottees On or about Wednesday, April 1, 2026 Commencement of trading of the Equity Shares on the Stock Exchanges On or about Thursday, April 2, 2026 *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 430blocked 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 SCSBs responsible for causing such delay in unblocking. The BRLMs 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 master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, in case of delays in resolving grievances in relation to blocking/unblocking of funds, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the SCSBs, to the extent applicable. The BRLMs shall ensure that the payment of processing fees or selling commission to the intermediaries shall be released only after ascertaining that there are no pending complaints pertaining to block or unblock of bids by UPI Bidders, receiving the confirmation on completion of unblocks from Sponsor Banks or SCBs and certification from RTA or SCSBs. 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 BRLMs. 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 three Working Days from the Bid/ Issue Closing Date or such time as may be prescribed by SEBI, the timetable may be extended due to various factors, such as extension of the Bid/Issue Period by our Company, in consultation with the BRLMs revision of the Price Band by our Company in consultation with the BRLMs, or any delay in receiving the final listing and trading approval from the Stock Exchanges or delay in receiving the final certificates from SCSBs, etc. 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. In terms of the UPI Circulars, in relation to the Issue, the BRLMs 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 of the Bid/ Issue Closing Date or such time prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Any circulars or notifications from SEBI after the date of this 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. Submission 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 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 other than QIBs and Non-Institutional Bidders. 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) 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 NIBs) and Syndicate members shall transfer such applications to banks before 1 p.m. IST Modification/ Revision/cancellation of Bids Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. on the Bid/ Issue Opening Institutional Investors categories# Date and up to 4.00 p.m. IST on Bid/ Issue Closing Date 431Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. on the Bid/ Issue Opening of Bids by RIIs Date and up to 5.00 p.m. IST on Bid/ Issue Closing Date *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. On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received from Retail Individual Bidders, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and as reported by the BRLMs to the Stock Exchanges. It is clarified that Bids shall be processed only after the application monies are blocked in the application supported by blocked amount (“ASBA”) Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount was not blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, will be rejected. The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date until 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 BRLMs and the RTA on a daily basis, as per the format prescribe in SEBI ICDR Master Circular. 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 and in any case no later than 1.00 p.m. IST on the Bid/Issue Closing Date. Bidders are 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 insufficient time. Such Bids that cannot be uploaded will not be considered for allocation under this Issue. Bids and any revision in Bids will be accepted on the Stock Exchange platform only during Working Days, during the Bid/ Issue Period and shall not be accepted on Saturdays and holidays as declared by the Stock Exchanges. Investors were required to 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 would not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders would be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. The Designated Intermediaries shall 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. In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the purpose of Allotment. Our Company, in consultation with the BRLMs, reserved the right to revise the Price Band during the Bid/Issue Period in accordance with the SEBI ICDR Regulations provided that the Cap Price would be less than or equal to 120% of the Floor Price provided that the Cap Price would be at least 105% of the Floor Price and the Floor Price would not be less than the face value of the Equity Shares. Subject to compliance with the foregoing, the revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price may move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly, but the Floor Price shall not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. In case of revision to the Price Band, the Bid/Issue Period shall be extended by at least three additional Working Days after such revision, subject to the Bid/Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company in consultation with the BRLMs and subject to applicable law, for reasons to be recorded in writing, extend the Bid/Issue Period 432for a minimum of one Working Day, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the same. None among our Company and Promoters 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 Banks 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 shall be taken as the final data for the purpose of Allotment. 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. Flow of Events from the closure of Bidding period (T Day) Till Allotment: Below chart depicts the flow of events from the closure of Bid/ Issue 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 / FC 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. • Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE). • The 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 Allottees: • Instruction is 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 is 78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create 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 will be allotted the shares in that category. • In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the oversubscription times. • In categories where there is 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. Minimum Subscription If our Company does not receive the minimum subscription in the Issue as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriter(s), as applicable, within 60 days from the date of Bid/Issue Closing Date on the date of closure of the Issue; or the minimum subscription of 90% of the Issue on the date of closure of the Issue; or subscription level falls below the aforesaid minimum subscription after the Bid/ Issue Closing Date due to withdrawal of Bids; or after technical rejections; or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares so offered under the Issue document or any other reasons our Company shall forthwith refund the entire subscription amount received in accordance with applicable law 433including the SEBI ICDR Master Circular. If there is a delay beyond four days after our Company becomes liable to pay the amount, our Company and our Directors, who are officers in default, shall pay interest at the rate of 15% per annum in accordance with the SEBI ICDR Master Circular and SEBI ICDR Regulations and any other applicable law. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, 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, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders and subscription money will be refunded, as applicable. 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. Under-subscription, if any, in any category except the QIB Portion would be met with spill-over from other categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange. Arrangements for Disposal of Odd Lots There are no arrangement for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and the 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 and the Anchor Investor lock-in under the SEBI ICDR Regulations, as detailed in “Capital Structure” on page 102 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 transfer and 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” on page 463. Withdrawal of the Issue The Issue shall be withdrawn in the event that 90% of the Issue is not subscribed. Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue, in whole or in part, after the Bid/ Issue Opening Date but before the Allotment. In such an event, our Company would 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 SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The BRLMs, through the Registrar to the Issue, shall notify the SCSBs and the Sponsor Banks, in case of UPI Bidders using the UPI Mechanism, to unblock the bank accounts of the ASBA Bidders and the BRLMs shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed. The notice of the withdrawal will be issued in the same newspapers where the pre-Issue advertisements have appeared. If our Company, in consultation with the BRLMs, withdraws the Issue at any stage and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI and the Stock Exchanges. Notwithstanding the foregoing, this Issue is also subject to (i) the filing of this Prospectus with the RoC; and (ii) obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment. 434ISSUE STRUCTURE * Initial Public Issue of 20,754,716 Equity Shares of face value of ₹10 each for cash at a price of ₹212 per Equity Share (including a premium of ₹202 per Equity Share) aggregating to ₹4,400 million. The Issue shall constitute 20.04% of the post-Issue paid-up Equity Share capital of our Company. * Subject to finalzation of the Basis of Allotment. In terms of Rule 19(2)(b) of the SCRR, the Issue was made through the Book Building Process, in compliance with Regulation 31 of the SEBI ICDR Regulations. Particulars Qualified Institutional Non-Institutional Retail Individual Buyers (“QIBs”)(1) Bidders Bidders Number of Equity Shares 10,377,357* Equity Shares 3,113,208* Equity Shares 7,264,151* Equity available for of face value of ₹10 each of face value of ₹10 each Shares of face value Allotment/allocation *(2) aggregating to ₹2,200 aggregating to ₹660 of ₹10 each million*. million* available for aggregating to allocation or Issue less ₹1,540 million allocation to QIB Bidders available for and Retail Individual allocation or Issue Bidders. less allocation to QIB Bidders and Non-Institutional Bidders. Percentage of Issue size Not more than 50% of the Not less than 15% of the Not less than 35% of available for Issue was made available Issue or the Issue less the Issue or the Issue Allotment/allocation for allocation to QIBs. allocation to QIB Bidders less allocation to However, upto 5% of the and Retail Individual QIB Bidders and QIB Portion (excluding the Bidders was made Non-Institutional Anchor Investor Portion) available for allocation. Bidders was made was made available for One-third of the Non- available for allocation proportionately Institutional Category allocation. to Mutual Funds only. was made available for Mutual Funds participating allocation to Bidders with in the Mutual Fund Portion a Bid size of more than were also eligible for ₹0.20 million and upto allocation in the remaining ₹1.00 million and two- balance QIB Portion thirds of the Non- (excluding the Anchor Institutional Category Investor Portion). The was made available for unsubscribed portion in the allocation to Bidders with Mutual Fund Portion a Bid size of more than wasmade available for ₹1.00 million. allocation to other QIBs Basis of Allotment/allocation if Proportionate as follows The Equity Shares The Allotment to respective category is (excluding the Anchor available for allocation to each Retail oversubscribed Investor Portion): Non-Institutional Bidders Individual Bidder under the Non- shall not be less than (a) 377,349* Equity Shares Institutional Category, the minimum Bid of face value of ₹10 each were subject to the lot, subject to was made available for following: availability of Equity allocation on a Shares in the Retail proportionate basis to (a) One-third of the Non- Portion and the Mutual Funds only; and Institutional Portion being remaining available 1,037,736* Equity Shares Equity Shares if any, (b) 7,169,628* Equity was made available for shall be Allotted on a Shares of face value of ₹10 allocation to Non- proportionate basis. each was made available Institutional Bidders with For details see, for allocation on a an Bid size exceeding “Issue Procedure” proportionate basis to all ₹0.20 million and up to beginning on page QIBs, including Mutual ₹1.00 million; and 440 . 435Particulars Qualified Institutional Non-Institutional Retail Individual Buyers (“QIBs”)(1) Bidders Bidders Funds receiving allocation as per (a) above. (b)Two-third of the Non- Institutional Portion being 27.27% of the QIB Portion 2,075,472* Equity Shares i.e. 2,830,380* Equity was made available for Shares of face value of ₹10 allocation to Non- each) was allocated on a Institutional Bidders with discretionary basis to an Bid size of more than Anchor Investors of which ₹1.00 million. 40% was reserved in the following manner (i) Provided that the 33.33% of the Anchor unsubscribed portion in Investor Portion was either of the reserved for domestic aforementioned sub- Mutual Funds; and (ii) categories would be 6.67% of the Anchor allocated to applicants in Investor Portion was the other sub-category of reserved for Life Non-Institutional Bidders Insurance Companies and in accordance with the Pension Funds, subject to SEBI ICDR Regulations. valid Bids having been received from domestic The Allotment of Equity Mutual Funds, Life Shares to each Non- Insurance Companies and Institutional Bidder shall Pension Funds, as not be less than the applicable, at or above the minimum Bid size, Anchor Investor Allocation subject to availability in Price. Any under- the Non-Institutional subscription in the Life Portion, and the Insurance Companies and remainder, if any, shall be Pension Funds category allotted in accordance specified in (ii) above could with the conditions be allocated to domestic specified in Schedule XIII Mutual Funds, in to the SEBI ICDR accordance with the SEBI Regulations. For details, ICDR Regulations. see “Issue Procedure” on page 440. Mode of Bid Through ASBA process Through ASBA Process Through ASBA only (excluding UPI only (including the UPI Process only Mechanism) (except in case Mechanism, to the extent (including UPI of Anchor Investors)^ of Bids up to ₹0.50 Mechanism) million) Minimum Bid Such number of Equity Such number of Equity 70 Equity Shares of Shares of face value of ₹10 Shares of face value of face value of ₹10 each and in multiples of 70 ₹10 each and in multiples each and in multiples Equity Shares such that the of 70 Equity Shares such of 70 Equity Shares Bid Amount exceeds ₹0.20 that the Bid Amount of face value of ₹10 million exceeds ₹0.20 million each thereafter Maximum Bid Such number of Equity Such number of Equity Such number of Shares in multiples of 70 Shares in multiples of 70 Equity Shares in Equity Shares of face value Equity Shares of face multiples of 70 ₹10 each not exceeding the value ₹10 each not Equity Shares of face size of the Issue (excluding exceeding the size of the value ₹10 each so the Anchor portion), Issue (excluding the QIB that the Bid Amount subject to applicable limits Portion), subject to does not exceed to each Bidder. applicable limits to ₹0.20 million Bidder. Mode of Allotment Compulsorily in dematerialized form Bid Lot 70 Equity Shares of face value of ₹10 each and in multiples of 70 Equity Shares of face value of ₹10 each thereafter 436Particulars Qualified Institutional Non-Institutional Retail Individual Buyers (“QIBs”)(1) Bidders Bidders Allotment Lot 70 Equity Shares of face value of ₹10 each and in multiples of one Equity Share thereafter Trading Lot One Equity Share Who can apply(3)(4)(5)(6) Public financial institutions Resident Indian Resident Indian as specified in Section individuals, Eligible Non- individuals, Eligible 2(72) of the Companies Act Resident Individuals NRIs and HUFs (in 2013, (“Companies Act”) (“NRIs”), Hindu the name of karta) scheduled commercial Undivided Families banks, Mutual Funds, (“HUFs”) (in the name of Foreign Portfolio Investors karta), companies, (“FPIs) (other than corporate bodies, individuals, corporate scientific institutions, bodies and family offices), societies, trusts, family Venture Capital Funds offices and FPIs who are (“VCFs”). Alternate individuals, corporate Investment Funds bodies and family offices (“AIFs”), Foreign Venture which are recategorized Capital Investors (“FVCI”) as category II FPIs (as registered with SEBI, defined in the SEBI FPI multilateral and bilateral Regulations) and development financial registered with SEBI institutions, state industrial development corporation, insurance company registered with Insurance Regulatory and Development Authority of India (“IRDAI”), provident fund (subject to applicable law) with minimum corpus of ₹250 million, pension fund with minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority established under sub- section (1) of Section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund set up by the Government of India through resolution No. 2s/3/2005-DD-II dated November 23, 2005, the insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important NBFCs (“NBFCs”) in accordance with applicable laws. Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investor at the time of submission of their Bids(4) 437Particulars Qualified Institutional Non-Institutional Retail Individual Buyers (“QIBs”)(1) Bidders Bidders In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder, or by the Sponsor Banks through the UPI mechanism (other than Anchor Investors), that is specified in the ASBA Form at the time of submission of the ASBA Form. * Subject to finaliszation of the Basis of Allotment. ^The SEBI ICDR Master Circular has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the bank accounts of the Bidders. (1) Our Company in consultation with the BRLMs, allocated 27.27% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price, on a discretionary basis subject to there being a minimum of 2 and a maximum of 15 Anchor Investor, where the allocation is up to ₹2,500 million, subject to minimum Allotment of ₹50 million to each such Anchor Investor, and (ii) where the allocation is above ₹2,500 million, a minimum of 5 and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million and an additional 15 Anchor Investors for every additional ₹ 2,500 million for allocation or part thereof, subject to Allotment of ₹ 50 million to each such Anchor Investor. Further, 40% was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) could be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. The Anchor Investor Allocation Price, which price was determined by our Company in consultation with the BRLMs. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion would have been added to the Net QIB Portion. For further details, see “Issue Procedure” on page 440. (2) Subject to valid Bids having been received at or above the Issue Price. This Issue was being made in accordance with Rule 19(2)(b) of the SCRR, read with Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations wherein not more than 50% of the Issue was made available for allocation on a proportionate basis to QIBs, and our Company in consultation with the BRLMs allocated 27.27% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which 40% was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) could be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. Any under- subscription in the Life Insurance Companies and Pension Funds category specified could be allocated to Domestic Mutual Funds. Further, in the event of under - subscription, or non - allocation in the Anchor Investor Portion, the balance Equity Shares were tobe added to the Net QIB Portion. Such number of Equity Shares representing 5% of Net QIB Category were made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Category were made available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids having been received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds was less than 5% of the QIB Category, the balance Equity Shares available for allocation in the Mutual Fund Portion wouldbe added to the remaining Net QIB Category for proportionate allocation to all QIBs. Further, not less than 15% of the Issue was madeavailable for allocation to Non-Institutional Bidders, of which (a) one-third portion was reserved for applicants with a Bid size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds portion was reserved for applicants with a Bid size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories could be allocated to applicants in the other sub-category of Non-Institutional Bidders, subject to valid Bids having been received at or above the Issue Price and not less than 35% of the Issue was available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Issue Price. (3) Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in any category except the QIB Portion, was allowed to be met with spill over from any other category or combination of categories, as applicable, at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law. Under-subscription, if any, in the Net QIB Portion was not allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Issue Procedure” on page 440 . (4) In the event that a Bid was submitted in joint names, the relevant Bidder should have ensured that the depository account was also held in the same joint names and the names were in the same sequence in which they appeared in the Bid cum Application Form. The Bid cum Application Form should have contained only the name of the first Bidder whose name should have also appeared as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserved the right to reject, in its absolute discretion, all or any multiple Bids, in any or all categories. (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 Confirmation of Allotment Note (“CAN”). (6) Bidders were required to confirm and would be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. 438Bidders were required to confirm and would be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. Bids by FPIs with certain structures as described under “Issue Procedure- Bids by Foreign Portfolio Investors (“FPIs”)” on page 447 and having same PAN could be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. Subject to valid Bids having beenreceived at or above the Issue Price, under-subscription, if any, in any category except the QIB Portion, would be met with spill-over from other categories or a combination of categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis as per the SEBI ICDR Regulations. However, under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Issue” on page 428. In case of any revision in the Price Band, the Bid/ Issue Period could be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, would have been widely disseminated by notification to the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges were taken as the final data for the purpose of Allotment. 439ISSUE PROCEDURE All Bidders were required to read the General Information Document for Investing in Public Issues prepared and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information Document was available on the websites of the Stock Exchanges and the BRLMs. 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, all 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/Applicants; (v) issuance of Confirmation of Allocation Note (“CAN”) and allotment in the Issue; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act relating to punishment for fictitious applications; (x) mode of making refunds; (xi) Designated Date; (xii) interest in case of delay in allotment or refund; and (xiii) disposal of applications. 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, had 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 until 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 UPI Bidders 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 until 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 was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. The Issue was undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular (SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021 and circular (SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021 SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022 and SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The provisions of these circulars are deemed to form part of the Red Herring Prospectus and this Prospectus. In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular, 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. Bidders were advised to make their independent investigations and ensure that their Bids were submitted in accordance with Applicable Laws and did not exceed the investment limits or maximum number of the Equity Shares that could be held by them under applicable law or as specified in the Red Herring Prospectus and this 440Prospectus. Further, our Company and the Syndicate are not liable for any adverse occurrences 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 the Red Herring 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. SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 dated May 24, 2024 (“AV Circular”) has introduced the disclosure of audiovisual presentation of disclosures made in Issue Documents. Pursuant to the AV Circular, investors were advised not to rely on any other document, content or information provided in respect to the public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers. Further, investors were advised to rely only on the information contained in the Issue document and Price Band Advertisement for making investment decision. Book Building Procedure The Issue was being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations and, in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Issue was made available for allocation on a proportionate basis to QIBs andour Company, in consultation with the BRLMs, allocated 27.27% of the QIB Portion to Anchor Investors on a discretionary basis, of which 40% was reserved in the following manner (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii) 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above could be allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations. Any under-subscription in the Life Insurance Companies and Pension Funds category specified could be allocated to Domestic Mutual Funds. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares would be added to the QIB Portion (other than Anchor Investor Porton). Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, 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 Net QIB Category, the balance Equity Shares available for allocation in the Mutual Fund Portion would be added to the remaining Net QIB Category for proportionate allocation to QIBs. Further, not less than 15% of the Issue was made available for allocation to Non-Institutional Bidders, in accordance with the SEBI ICDR Regulations, of which one-third of the Non-Institutional Portion was made available for allocation to Bidders with a Bid size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of the Non-Institutional Portion was made available for allocation to Bidders with a Bid size of more than ₹1.00 million and under-subscription in either of these two sub-categories of Non-Institutional Portion could be allocated to Bidders in the other sub-category of the Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid bids having been received from them at or above the Issue Price. Further, not less than 35% of the Issue was made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having received at or above the Issue Price. Under-subscription, if any, in any category, except in the Net QIB Portion, would be allowed to be met with spill- over from any other category or combination of categories of Bidders, as applicable, at the discretion of our Company in consultation with the BRLMs the Designated Stock Exchange, subject to receipt of valid Bids received at or above the Issue Price. Under-subscription, if any, in the Net QIB Portion, will not be allowed to be met with spill-over from any other category or a combination of categories. 441Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in compliance with the notification issued by Central Board of Direct Taxes (“CBDT”) on February 13, 2020, and press release dated June 25, 2021 and September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023 read with subsequent circulars issued in relation thereto. The Equity Shares, on Allotment, shall be traded only in the dematerialized 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, September 17, 2021, March 30, 2022 and March 28, 2023. Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including depository participant’s identity number (“DP ID”), client identification number (“Client ID”), PAN and unified payment interface identity number (“UPI ID”), as applicable, shall be treated as incomplete and will rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Issue, subject to applicable laws. Phased implementation of UPI 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. The board of directors of the SEBI, on June 28, 2023, have approved the proposal to reduce the time period for listing of equity shares pursuant to a public issue from six Working Days to up to three Working Days. The above timeline will be applicable on a voluntary basis for public issues opening on or after September 1, 2023 and on a mandatory basis for public issues opening on or after December 1, 2023. Considering the time required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment mechanism, the SEBI UPI Circulars have introduced the UPI Mechanism in three phases in the following manner: Phase I: This phase was applicable from January 1, 2019, until March 31, 2019, or floating of five main board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this phase, an 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 July 1, 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 has decided to extend the timeline for implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and is replaced by the UPI payment mechanism. However, the time duration from public issue closure to listing continues to be six Working Days during this phase. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II till further notice. However, the time duration from public issue closure to listing continues to be six Working Days during this phase. SEBI through its circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, prescribed that all individual bidders applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹500,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹200,000 million and up to ₹500,000 million, using the UPI Mechanism, shall provide their UPI ID in the Bid cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. 442Phase III: The Phase III shall commence voluntarily for all public issues opening on or after September 1, 2023 and shall be mandatory for all public issues opening on or after December 1, 2023 as per the SEBI Circular No. 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 is reduced to three Working Days. The Issue shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by the SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. The Issue was being made under Phase III of the UPI (on a mandatory basis). All SCSBSs offering the facility of making application in public issues were also required to provide facility to make application using UPI. Our Company has appointed the Sponsor Banks to act as a conduit between the Stock Exchanges and National Payments Corporation of India (“NPCI”) in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI. NPCI through its circular (NPCI/UPI/OC No. 127/2021-22) dated December 9, 2021, inter alia, has enhanced the per transaction limit from ₹0.20 million to ₹0.50 million for applications using UPI in initial public offerings. Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send short message service (“SMS”) alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post-Issue BRLMs will be required to compensate the concerned investor. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLMs. Further, in accordance with the SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below: (i) a syndicate member; (ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity); (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity); or (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for this activity). Electronic registration of Bids (i) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the online facilities for Book Building on a regular basis before the closure of the Issue. (ii) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus and this Prospectus. (iii) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated Intermediaries are given till 5:00 pm on the Bid/Issue Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing. 443(iv) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids. 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 made available for download on the websites of National Stock Exchange of India Limited (“NSE”) (www.nseindia.com) and BSE Limited (“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 offices of the BRLMs. All Bidders (other than Anchor Investors) were required to mandatorily participate in the Issue only through the ASBA process. UPI Bidders were required to Bid in the Issue through the UPI Mechanism. ASBA Bidders were required to provide either (i) the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that did not contain such details were liable to be rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank account UPI ID were liable for rejection. Anchor Investors were not permitted to participate in the Issue through the ASBA process. UPI Bidders Bidding using the UPI Mechanism could also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. ASBA Bidders were required to ensure that the Bids were made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp were liable to be rejected. In accordance with the SEBI ICDR Master Circular, the ASBA applications in public issues shall be processed only after the application monies are blocked in the bank accounts of the Bidders. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. This circular was applicable for all categories of investors viz. Retail, QIB, NIB and other reserved categories and also for all modes through which the applications are processed. ASBA Bidders, including UPI Bidders, were also required to ensure that they have sufficient credit balance such that an amount equivalent to the full Bid Amount could be blocked by the SCSB or the Sponsor Banks, as applicable, at the time of submitting the Bid as the application made by a ASBA Bidder including UPI Bidders should have only be processed after the Bid amount is blocked in the ASBA account of the investor’s bank accounts, pursuant to the SEBI ICDR Master Circular. In order to ensure timely information to investors, SCSBs were required to send SMS alerts to investors intimating them about Bid Amounts blocked / unblocked. The prescribed colours of the Bid cum Application Form for the various categories was as follows: Category Colour of Bid cum Application Form* Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail White Individual Bidders and Eligible NRIs applying on a non-repatriation basis (1) Non-Residents including Eligible NRIs, their sub-accounts (other than sub- accounts which are foreign corporates or foreign individuals under the QIB Blue Portion), FVCIs, FPIs and registered bilateral and multilateral development financial institutions Anchor Investors (2) White *Excluding electronic Bid cum Application Forms (1) Electronic Bid cum Application form was made available for download on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors were made available at the offices of the BRLMs. 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 and the Stock Exchanges were required to accept the ASBA applications in their electronic bidding system only with a mandatory confirmation on the application monies blocked. For RIBs 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. 444In case of ASBA Forms, the relevant Designated Intermediaries were required to capture and upload the relevant bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. The Sponsor Banks undertook a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and also ensured 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 Banks undertook reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars. Sponsor Banks 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, Core banking System (“CBS”) data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis. 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 had an ASBA bank account and were not allowed to submit it to any non-SCSB bank or any Escrow Collection Bank. The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Issue Opening Date till date of listing of equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-times/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Issue Bidding process. Participation by Promoters and Promoter Group of our Company, BRLMs and the Syndicate Members and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Members The BRLMs and the Syndicate Members were not be allowed to purchase Equity Shares in the Issue in any manner, except towards fulfilling their respective underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate Members could Bid for Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional Category as may be applicable to such Bidders, 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 BRLMs and Syndicate Members, were treated equally for the purpose of allocation. Except as stated below, neither the BRLMs nor any person related/associated to the BRLMs applied in the Issue under the Anchor Investor Portion: (i) mutual funds sponsored by entities which are associates of the BRLMs; (ii) insurance companies promoted by entities which are associate of BRLMs; (iii) Alternate Investment Funds (“AIFs”) sponsored by the entities which are associate of the BRLMs; (iv) Foreign Portfolio Investors (“FPI’s”) other than individuals, corporate bodies and family offices sponsored by the entities which are associates of the BRLMs; or (v) pension funds sponsored by entities which are associate of BRLMs. Our Promoters and the members of our Promoter Group did not participate in the Issue. Further “person related to our Promoters and Promoter Group” did not apply in the Issue under the Anchor Investor Portion. For the above purposes, a QIB who has any of the following rights shall be deemed to be a “person related to our Promoter or Promoter Group” (i) rights under a shareholders’ agreement or voting agreement entered into with our Promoter or Promoter Group; (ii) veto rights; or (iii) right to appoint any nominee director on our Board. Further, an Anchor Investor shall be deemed to be an “associate of the BRLMs”, if: 445(i) 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 (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding a nominee director, amongst the Anchor Investor and the BRLMs. Bids 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 BRLMs reserved the right to reject any Bid without assigning any reason thereof, subject to applicable laws. Bids made by asset management companies or custodians of Mutual Funds specifically stated 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 were not treated as multiple Bids provided that the Bids clearly indicated the scheme concerned for which the Bid was made. No Mutual Fund scheme shall invest more than 10% of its net asset value (“NAV”) in equity shares or equity related instruments of any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible Non-resident Indians (“NRIs”) Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident forms were required to 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 were required to authorise their respective SCSB to block their Non-Resident Ordinary (“NRO”) accounts 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 was UPI linked, prior to submitting a Bid cum Application Form. Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents (white in colour). Eligible NRIs Bidding on repatriation basis were advised to use the Bid cum Application Form meant for Non-Residents (blue in colour). Participation of Eligible NRIs in the Issue was subject to the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Non-Debt Instruments Rules”). Only bids accompanied by payment in Indian rupees or fully convertible foreign exchange were considered for allotment. In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis, could not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or could not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put together could not exceed 10% of the total paid-up Equity Share capital on a fully diluted basis or could not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% could be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 462. 446Bids by Hindu Undivided Families (“HUFs”) Bids by Hindu Undivided Families or HUFs were required to be made in the individual name of the Karta. The Bidder should have specified that the Bid was being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs were considered at par with Bids from individuals. Bids by Foreign Portfolio Investors (“FPIs”) 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 Instruments Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis and aggregate limit for FPI investment shall be the sectoral caps applicable to our Company, which is 100% of the total Equity Share Capital of our Company on a fully diluted basis. In case the total holdings of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e. up to 100%). In terms of the FEMA Non-Debt Instrument Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Bids by FPIs which utilise the multi-investment manager structure, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple Bids. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations was required to be attached to the Bid cum Application Form, failing which our Company in consultation with BRLMs, reserved the right to reject any Bid without assigning any reason, subject to applicable laws. FPIs were 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 Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the 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. 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 are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms 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 may be issued by our Company, the total investment made by the FPI will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. An FPI issuing offshore derivate instruments is also required to ensure that any transfer of derivative instrument is made by, or on behalf of it subject to, inter alia, the following conditions: 447a) each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred are pre-approved by the FPI. The FPIs who wished to participate in the Issue were advised to use the Bid cum Application Form for non- residents. 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 SEBI Master Circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such Bids were made with different beneficiary account numbers, Client IDs and DP IDs (such structure “MIM Structure”). Accordingly, it should have been 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 numbers, Client IDs and DP IDs, were required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilized the MIM Structure and indicated the names of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids were be rejected. Further, in the following cases, the bids by FPIs would not be considered as multiple Bids: (i) FPI’s, which utilize the MIM Structure, indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related investors registered as Category I FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share classes. The Bids belonging to any of the above mentioned seven structures and having same PAN were collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid were proportionately distributed to the Applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilized any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids were rejected. It was required to note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder could not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the MIM Structure was aggregated for determining the permissible maximum Bid. Further, it was required to note that as disclosed in the Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms were liable to be rejected in the event that the Bid in the Bid cum Application Form “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 Red Herring Prospectus.” 448For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total paid-up post Issue Equity Share capital shall be liable to be rejected. Bids by SEBI registered Venture Capital Funds (“VCP”), Alternate Investment Funds (“AIFs”) and Foreign Venture Capital Investors (“FVCIs”) SEBI VCF Regulations as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI. SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the SEBI VCF Regulations, the venture capital funds 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 fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. SEBI FVCI Regulations prescribe the investment restrictions on FVCIs Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI 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 offering. 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. There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other categories for the purpose of allocation. All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and other distributions, if any, would be payable in Indian Rupees only and net of bank charges and commission. Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Participation of AIFs, VCFs and FVCIs was subject to the FEMA Rules. There was no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders treated on the same basis with other categories for the purpose of allocation. 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, was required to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserved 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 was required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs, reserved the right to reject any Bid without assigning any reason thereof, subject to applicable law. 449The 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 or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate investment in subsidiaries and other entities engaged in financial and non-financial, including overseas investment, cannot exceed 20% of the bank’s paid up share capital and reserves. However, a banking company may hold upto 30% of the paid-up share capital of such investee company with prior approval of the RBI, provided that (i) the investee company is engaged in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt or to protect the bank’s interest on loans/ investment made to a company. Bids by Self Certified Syndicate Banks (“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, respectively, issued by SEB. Such SCSBs were required to ensure that for making applications on their own account using ASBA, they should have had 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 have been 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 was required to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserved the right to reject any Bid without assigning any reason thereof, subject to applicable law. The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each 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% shall 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. Bids by provident funds/pension funds In case of Bids made by provident funds/pension funds, with minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund was required to be attached 450to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserved 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, systematically important non-banking finance company (“NBFC-SI”), 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 registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, 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 was required to be lodged along with the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserved 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 BRLMs in their absolute discretion, reserved 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 BRLMs may deemed fit. Bids by Systemically Important Non-Banking Financial Companies In case of Bids made by NBFC-SI 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 (iii) a net worth certificate from its statutory auditors, and (iv) such other approval as may be required by the NBFC-SI, was required to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs, reserved the right to reject any Bid without assigning any reason thereof. NBFC-SI participating in the Issue were required to comply with all applicable regulations, guidelines and circulars issued by RBI from time to time. The investment limit for NBFC-SI shall be as prescribed by RBI from time to time. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms for participation by Anchor Investors were provided below. 1) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices of the Book Running Lead Managers. 2) The Bid must be 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) 33.33% of the Anchor Investor Portion was reserved for Domestic Mutual Funds; and 6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from Domestic Mutual Funds, Life Insurance Companies and Pension Funds, as applicable, at or above the Anchor Investor Allocation Price. Any under-subscription in the Life Insurance Companies and Pension Funds category specified could be allocated to Domestic Mutual Funds. 4) Bidding for Anchor Investors opened one Working Day before the Bid/ Issue Opening Date and was be completed on the same day. 5) Our Company in consultation with the Book Running Lead Managers finalize allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion wasnot less than: 451(i) minimum of two Anchor Investors and maximum of 15 such Anchor Investors, where the allocation under the Anchor Investor Portion was up to ₹2,500.00 million, subject to minimum allotment of ₹50.00 million per Anchor Investor and; (ii) minimum of five Anchor Investors and a maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion was above ₹2,500 million and an additional 15 Anchor Investors for every additional ₹2,500 million or part thereof, subject to a minimum allotment of ₹50.00 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 was made, was made available in the public domain by the Book Running Lead Managers 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 was greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Issue Price and the Anchor Investor Allocation Price would be 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 would be 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 shall 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 in the Anchor Investor Portion will be locked in for a period of 30 days from the date of Allotment. 10) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by entities which are associates of the BRLMs or FPIs, other than individuals, corporate bodies and family offices sponsored by entities which are associates of the BRLMs) could apply in the Issue under the Anchor Investors Portion. Further, no person related to the Promoter or Promoter Group could apply under the Anchor Investor category. See “Participation by Promoters and Promoter Group of our Company, BRLMs and the Syndicate Members and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Members” on page 445 above. 11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered multiple Bids. For the method of proportionate basis of Allotment, see “Issue Procedure” beginning on page 440. In accordance with existing regulations issued by the RBI, OCBs could not participate in the Issue. For more information, please read the General Information Document. The above information was given for the benefit of the Bidders. Our Company and the BRLMs were not liable for any amendments or modification or changes in applicable laws or regulations, which occured after the date of the Red Herring Prospectus. Bidders were advised to make their independent investigations and ensure that any single Bid from them did not exceed the applicable investment limits or maximum number of the Equity Shares that could be held by them under applicable law or regulation or as was specified in the the Red Herring Prospectus which had been filed and this Prospectus. Information 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 was 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 would be allocated/Allotted. Such Acknowledgement Slip was non-negotiable and by itself would not create any obligation of any kind. When a Bidder revised his or her Bid, he /she was required to surrender the earlier Acknowledgement Slip and could 452request 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 have 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 BRLMs were cleared or approved by the Stock Exchanges; nor did it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor did it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor did it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the the Red Herring Prospectus or this Prospectus; nor did 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 Bidders 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. RIBs could revise their Bid(s) during the Bid/Issue Period and withdraw or lower the size of their Bid(s) until Bid/Issue Closing Date. Anchor Investors were not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. 2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 3. Ensure that you have Bid within the Price Band; 4. Read all the instructions carefully and complete the Bid cum Application Form, 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) and PAN 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. 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. 7. UPI Bidders using UPI Mechanism in the Issue shall ensure that they use only their own ASBA Account or only their own bank account linked UPI ID to make an application in the Issue and not ASBA Account or bank account linked to UPI ID of any third party; 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 the relevant Designated Intermediaries; 9. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00 om on the Bid/Issue Closing Date; 10. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the first bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA Account holder. 11. Ensure that you request for and receive a stamped acknowledgement in form of a 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 453Application 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; 13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 14. 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, at the time of submission of the Bid. In case of UPI Bidders Bidding 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; 15. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI, may be exempt from specifying their PAN for transacting in the securities market, (ii) 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, and (iii) persons/entities exempt form holding a PAN under applicable law, 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; 16. Ensure that the Demographic Details are updated, true and correct in all respects; 17. 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; 18. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges; 19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents including a copy of the power of attorney, if applicable, are submitted; 20. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws; 21. 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 (for UPI Bidders bidding through UPI Mechanism), 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 for UPI Bidders bidding through UPI Mechanism), entered into the online initial public offerings (“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 for UPI Bidders bidding through UPI Mechanism), if applicable, available in the Depository database; 22. UPI Bidders using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid should also approve the revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner; 23. UPI Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single account) and of the first bidder (in case of joint account) in the Bid cum Application Form; 24. In case of QIBs and NIB 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 454Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); 25. 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 the Sponsor Banks, 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 at the time of submission of the Bid. In case of UPI Bidder Bidding through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment 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. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the purposes of making Application in the Issue, which is UPI 2.0 certified by NPCI; 28. The ASBA Bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs; 29. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; 30. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the Sponsor Banks issues the Mandate Request, the UPI Bidders would be required to proceed to authorise the blocking of funds by confirming or accepting the UPI Mandate Request to authorise the blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; 31. 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; 32. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs; 33. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are recategorized as category II FPI and registered with SEBI 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; 34. 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, were not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which was not mentioned on the list available on the website of SEBI and updated from time to time and at such other websites as may be prescribed by SEBI from time to time was 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); 4554. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediary 5. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest; 6. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 8. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 9. Do not submit the Bid for an amount more than funds available in your ASBA account. 10. 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; 11. In case of ASBA Bidders (other than UPI Bidders using UPI Mechanism), do not submit more than one ASBA Forms per ASBA Account; 12. If you are a UPI Bidders and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID; 13. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account UPI ID 14. Anchor Investors should not Bid through the ASBA process; 15. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs; 16. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company 17. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 18. Do not submit the General Index Register (GIR) number instead of the PAN; 19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder Bidding through the UPI mechanism., Further, do not provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue; 20. 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; 21. 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); 22. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 23. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; 24. Do not Bid for Equity Shares in excess of what is specified by the respective Stock Exchanges for each category; 25. 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 456regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus; 26. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares 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; 27. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account 28. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres; 29. 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; 30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism; 31. 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); 32. 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; 33. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the UPI Mechanism; and 34. Do not Bid if you are an OCB. 35. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any bids above ₹500,000. The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were 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 or UPI ID (for UPI Bidders) 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; 4579. ASBA Form by the UPI Bidders 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; 14. Bids accompanied by cheques(s), demand draft(s), 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. On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Bidders, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid Cum Application Forms as stated herein and as informed to 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 - Company Secretary and Compliance Officer” on page 92. 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. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular (to the extent applicable) in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and the BRLMs shall continue to coordinate with intermediaries involved in the said process. For helpline details of the BRLMs pursuant to the SEBI RTA Master Circular dated May 07, 2024, please see “General Information – Book Running Lead Managers” on page 93. 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 BRLMs 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 offered through the Issue 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 Bidders 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 Anchor Investor shall be on a discretionary basis. 458The 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 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 Bid size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment to each Non-Institutional Bidder shall not be less than the minimum NIB Application Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Payment into Escrow Account(s) for Anchor Investors Our Company in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, real time gross settlement (“RTGS”), national automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Anchor Investor Escrow Account(s) should be drawn in favour of: (a) In case of resident Anchor Investors: “AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED - ANCHOR (R) A/C ” (b) In case of Non-Resident Anchor Investors: “AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED - ANCHOR (NR) A/C ” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company and the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections of Bid amounts from Anchor Investors. Pre-Issue Advertisement Subject to Section 30 of the Companies Act, 2013, our Company, after filing the Red Herring 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, and (ii) all editions of Jansatta (a widely circulated Hindi national daily newspaper (Hindi being the regional language of Delhi, where our Registered Office is located). In the pre-Issue advertisement, we stated 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 was 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 have occurred after the date of the Red Herring Prospectus. Bidders/applicants were advised to make their independent investigations and ensure that the number of Equity Shares Bid for did 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 have entered into an Underwriting Agreement on March 28, 2026. b) After signing the Underwriting Agreement, an updated Red Herring Prospectus is being filed with the RoC in accordance with applicable law, which is termed as the ‘Prospectus’. This Prospectus contains details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting arrangements and is complete in all material respects. 459Allotment Advertisement The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the Issue, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the Issue, following the receipt of final listing and trading approval from all the Stock Exchanges. Our Company, the BRLMs and the Registrar to the Issue shall publish an allotment advertisement not later than one Working Day after commencement of trading, disclosing the date of commencement of trading in all editions of Financial Express (a widely circulated English national daily newspaper, and all editions of Jansatta (a widely circulated Hindi national daily newspaper, Hindi being the regional language of Delhi, where our Registered Office is located). Undertakings by our Company Our Company undertakes the following: • adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor Application Form from Anchor Investors; • adequate arrangements shall be made to collect ASBA applications • 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 timelines under applicable law, the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond such prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and applicable law for the delayed period; • that if our Company does not proceed with the Issue after the Bid/Issue Closing Date but prior to Allotment, the reason thereof shall be given by our Company as a public notice within two days of the Bid/Issue Closing Date. The public notice shall be issued in the same newspapers where the pre-Issue advertisements were published. The Stock Exchanges shall be informed promptly; • where release of block on the applicable amount for unsuccessful Bidders or part of the application amount in case of proportionate Allotment, a suitable communication shall be sent to the applicants. • 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 Issue Documents are listed or until the application monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc., other; • 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. 460• that if our Company withdraws the Issue after the Bid/Issue Closing Date, our Company shall be required to file a fresh Issue Document with SEBI, in the event our Company subsequently decides to proceed with the Issue; • that our Company shall not have recourse to the Issue 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. • No person connected with the Issue, including, but not limited to, the BRLMs, the members of the Syndicate, our Company, our Promoters, members of our Promoter Group or our Directors shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to the Bidder for making a Bid in the 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. • None of the Shareholders of our Company are directly or indirectly related to the BRLMs or their associates. 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 December 24, 2024, among CDSL, our Company and the Registrar to the Issue • Tripartite Agreement dated September 27, 2024, 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 c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹1 million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5 million or with both. Utilisation of Issue Proceeds Our Board of Directors certifies and declares that: • all monies received out of the Issue shall be credited/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 utilised out of the Issue shall be disclosed, and continue to be disclosed till the time any part of the Issue proceeds remain un-utilised, 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 un-utilised monies out of the Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such un-utilised monies have been invested. • 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. 461RESTRICTIONS 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. Under the Industrial Policy, unless specifically restricted, foreign investment is freely 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 foreign direct investment (“FDI”) through press notes and press releases. 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) (“DPIIT”), issued the Consolidated FDI Policy Circular dated October 15, 2020 with effect from October 15, 2020 (“Consolidated FDI Policy”) , which consolidated, subsumed and superseded all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid up share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 (“Press Note”) issued by the DPIIT, the consolidated FDI Policy and the FEMA Non-Debt Instruments Rules, as amended to state that any investment, under FDI 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 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 Consolidated FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of the aggregate limit of investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids by Eligible Non-resident Indians (“NRIs”)” and “Issue Procedure – Bids by Foreign Portfolio Investors (“FPIs”)” on pages 446 and 447. 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, listed or otherwise qualified in any other jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. For further details, see “Issue Procedure” beginning on page 440. The above information was given for the benefit of the Bidders. Our Company, our Promoters, our Directors and the BRLMs were not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus. Bidders were advised to make their independent investigations and ensure that the number of Equity Shares Bid for did not exceed the applicable limits under laws or regulations. 462SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION OF AMIR CHAND JAGDISH KUMAR (EXPORTS) LIMITED (Company Limited by Shares and incorporated under The Companies Act, 2013) The Articles of Association of Amir Chand Jagdish Kumar (Exports) Limited (“Company”) include two parts, Part A and Part B, which parts shall, unless the context otherwise requires, co-exist with each other and in case of any inconsistency or conflict between Part A and Part B, the provisions of Part B shall prevail to the extent of such inconsistency or conflict. In the event of listing of the Equity Shares of the Company on the Recognized Stock Exchange(s), all provisions contained in Part B shall automatically, without any further action by the Company or by its shareholders, terminate and cease to have any force and effect on and from the date of commencement of listing of the Equity Shares. This set of Articles of Association has been approved pursuant to the provisions of section 14 of the Companies Act, 2013 and by Board Resolution at the Board Meeting April 10, 2025 and by a special resolution passed at the Extra General Meeting of the Company held on May 20, 2025. These Articles have been adopted as the Articles of Association of the Company in substitution for and to the exclusion of all the existing Articles thereof. PART A Sr. No. Particulars 1. The regulations contained in Table ‘F’ of the First Schedule to Table F applicability the Companies Act, 2013, as amended (hereinafter called the Act or the said Act) shall not apply to the Company, except in so far as they are embodied in the following Articles, which shall be regulations for the management of the Company. In the event of any conflict between these Articles and the Regulations in Table F, these Articles shall prevail. Interpretations 2. In the interpretation of these Articles, the following words and expressions shall have the meanings assigned hereunder, unless repugnant to the subject matter or context thereof: (a) Means the Companies Act, 2013 and any statutory Act modification or re-enactment thereof for the time being in force and Companies Act, 1956 (to the extent not repealed/ not replaced by the Companies Act, 2013), as applicable (b) Means the articles of association of the Company, as Articles or these Articles amended from time to time. (c) Means a general meeting of the members held in Annual General Meeting accordance with the provisions of Section 96 of the Act or any adjourned meeting thereof. (d) Means and include those persons appointed as such for Auditors the time being by the Company or, where so permitted by Applicable Law, by its Board (e) means such capital as is authorized by the memorandum Authorised Share Capital of the Company to be the maximum amount of share capital of the company. (f) Means the Act, and as appropriate, includes any statute, Applicable Law law, listing agreement, regulation, ordinance, rule, judgment, order, decree, bye-law, clearance, directive, guideline, policy, requirement, notifications and clarifications or other governmental instruction or any 463Sr. No. Particulars similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question, or mandatory standards as may be applicable from time to time. (g) Means and include beneficial owner as defined in clause Beneficial Owner (a) sub-section (1) of Section 2 of the Depositories Act, 1996. (h) Means a meeting of the Directors or a committee thereof, Board Meeting duly called and constituted. (i) Means the board of Directors for the time being of the Board or Board of Directors Company or the Board (j) Shall mean the Person who acts as a chairperson of the Chairperson Board of the Company (k) Means any committee of the Board of Directors of the Committee Company formed as per the requirements of Act or for any other purpose as the Board may deem fit (l) Means Amir Chand Jagdish Kumar (Exports) Limited Company or This Company (m) Means an officer of a Company, who has been designated Chief Executive Officer as such by the Company (n) Means a person appointed as the Chief Financial Officer Chief Financial Officer of a Company (o) Means a company secretary as defined in clause (c) of Company Secretary or sub-section (1) of section 2 of the Company Secretaries Secretary Act, 1980 (56 of 1980) who is appointed by the Company to perform the functions of a company secretary under the Act (p) Includes debenture-stock, bonds and any other debt Debenture securities of the Company, whether constituting a charge on the assets of the Company or not. (q) Shall mean the Depositories Act, 1996 and includes any Depositories Act statutory modification or enactment thereof (r) Shall mean a Depository as defined in clause (e) sub- Depository section (1) of section 2 of the Depositories Act, 1996 and includes a company formed and registered under the Companies Act, 1956 which has been granted a certificate of registration under sub-section (1A) of section 12 of the Securities and Exchange Board of India Act, 1992. (s) Means a director of the Company for the time being, Director appointed as such. (t) Includes interim dividend. Dividend (u) Means an extraordinary general meeting of the Members Extraordinary General duly called and constituted and any adjourned meeting Meeting thereof. (v) Means the same as in Section 2(41) of the Act Financial Year (w) Means such reserves which, as per the latest audited Free Reserves balance sheet of a company, are available for distribution as Dividend: Provided that— (i) any amount representing unrealized gains, notional gains or revaluation of assets, whether shown as a reserve or otherwise, or (ii) any change in carrying amount of an asset or of a liability recognized in equity, including surplus in profit and loss account on measurement of the asset or the liability at fair value, shall not be treated as free reserve 464Sr. No. Particulars (x) Means and include printing, typing, lithographing, In writing or written computer mode and other modes of reproducing words in visible form (y) Means a Director fulfilling the criteria of independence Independent Director and duly appointed as per Applicable Law. (z) Means such persons as defined in Section 2(51) of Act Key Managerial Personnel (aa) Means a Director who, by virtue of the Articles of the Managing Director Company or an agreement with the Company or a resolution passed in its General Meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a Director occupying the position of managing Director, by whatever name called. (bb) Means a meeting of Members of the Company. General Meeting (cc) Member in relation to the Company, means- (a) the Members subscribers to the Memorandum of Association of the Company who shall be deemed to have agreed to become members of the company, and on its registration, shall be entered as member in its register of members, (b) every other person who agrees in writing to become a member of the Company and whose name is entered in the register of members of the Company; (c) every person holding shares in the Company and whose name is entered in as a Beneficial Owner in the records of a Depository. (dd) Means the memorandum of association of the Company, Memorandum or as amended from time to time. Memorandum of Association (ee) Means a calendar month Month (ff) Means a resolution referred to in Section 114 of the Act, Ordinary Resolution as amended from time to time (gg) Includes any artificial juridical person, corporations or Persons such other entities as are entitled to hold property in their own name. (hh) Means voting by post through postal papers distributed Postal Ballot amongst eligible voters and shall include voting by electronic mode or any other mode as permitted under Applicable Law (ii) Means the register of members in case of shares held with Register of Beneficial a Depository in any media as may be permitted by law, Owners including in any form of electronic mode (jj) Means the register of Members, including any foreign Register of Members register which the Company may maintain pursuant to the Act and includes Register of Beneficial Owners. (kk) Means the Registrar of Companies of the state in which Registrar the Registered Office of the Company is for the time being situated (ll) means the applicable rule for the time being in force as Rules prescribed in relevant sections of the Act. (mm) Means the common seal the Company, if any Seal (nn) Means the relevant section of the Act; and shall, in case Section of any modification or re-enactment of the Act shall be deemed to refer to any corresponding provision of the Act as so modified or reenacted. (oo) Means Shares, Debentures and/or such other securities as Securities may be treated as securities under Applicable Law. (pp) Means the shares into which the Share Capital of the Shares Company is divided. 465Sr. No. Particulars (qq) Means the Securities and Exchange Board of India SEBI established under Section 3 of the Securities and Exchange Board of India Act, 1992 (rr) shall mean Securities and Exchange Board of India SEBI listing Regulations (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time (ss) Means the share capital for the time being raised or Share Capital or Capital authorized to be raised, for the purpose of the Company as referred in Section 43 of the Act, as amended (tt) Means a resolution referred to in Section 114 of the Act, Special Resolution as amended from time to time. (uu) Means the Memorandum of Association and the Articles These Presents of Association of the Company. (vv) Means the National Company Law Tribunal constituted Tribunal under section 408 of the Act (ww) Means the right of a Member of a Company to vote in any Voting Right meeting of the Company (xx) means and includes the word printed, lithographed, Written” or “in writing represented in or reproduced in any mode in a visible form (yy) Means the Financial Year of the Company Year 2.2. means as Company which – Public Limited Company a. is not a private company as defined under section 2(68) of the Act 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 2.3. Expressions not specifically defined in these Articles shall bear the same meaning as assigned to them in the Act 2.4. In the interpretation of these Articles (a) any reference to the singular shall include the plural and vice-versa; and (b) any references to the masculine, the feminine and the neuter shall include each other. (c) references to Rupees, Rs., Re., INR, ₹ are references to the lawful currency of India (d) headings are for convenience only and shall not affect the construction or interpretation of any provision of these Articles. (e) the expressions “hereof”, “herein” and similar expressions shall be construed as references to these Articles as a whole and not limited to the particular Article in which the relevant expression appears 2.5. The marginal notes hereto shall not affect the construction of these Articles SHARE CAPITAL, INCREASE AND REDUCTION OF CAPITAL 1. The Authorized Share Capital of the Company shall be such Amount of Capital amount, divided into such class(es), denomination(s) and number of shares in the Company as may be specified from time to time in Clause V of the Memorandum of Association, with power to increase or reduce the Capital of the Company and to divide the Shares in the Capital for the time being into several classes as permissible in Applicable Law and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by 466Sr. No. Particulars the Board, and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions. 2. Subject to Applicable Law, the Board may, from time to time, Increase of Capital by the increase the paid-up Share Capital by creation of new Shares. Company Such increase shall be of such aggregate amount and to be divided into such Shares of such respective amounts, as the resolution of the Board shall prescribe. Subject to the provisions of the Act, any Shares of the original or increased Share Capital shall be issued upon such terms and conditions and with such rights and privileges annexed thereto, as the Board shall determine, and in particular, such Shares may be issued with a preferential or qualified right to dividends, or otherwise, or with a right to participate in some profits or assets of the Company, or with such differential or qualified right of voting at General Meetings of the Company, as permitted in terms of Section 47 of the Act or other Applicable Law. 3. Except in so far as otherwise provided in the conditions of issue New Capital part of the of Shares, any Capital raised by the creation of new Shares shall existing Capital be considered as part of the existing Capital, and shall be subject to provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise 4. “Subject to section 55 and other provisions of the Act, the Issue of redeemable Board shall have the power to issue or re-issue preference preference shares shares of one or more classes which are liable to be redeemed, or converted to equity shares, on such terms and conditions and in such manner as determined by the Board in accordance with the Act On the issue of Redeemable Preference Shares under the provisions of the preceding Article, the following provisions shall take effect:- (i) No such Shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of Shares made for the purpose of the redemption. (ii) No such Shares shall be redeemed unless they are fully paid. The period of redemption in case of preference shares shall not exceed the maximum period for redemption provided under Section 55 of the Act; (iii) The premium, if any, payable on redemption, must have been provided for, out of the profits of the Company or the Share Premium Account of the Company before, the Shares are redeemed; and (iv) Where any such Shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund to be called “Capital Redemption Reserve Account”, a sum equal to the nominal amount of the Shares redeemed and the provisions of the Act, relating to the reduction of the Share Capital of the Company, shall, except as provided in Section 80 of the Act, apply as if “Capital Redemption Reserve 467Sr. No. Particulars Account” were paid up Share capital of the Company. Whenever the capital, by reason of the issue of Preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the applicable provisions of the Act, be modified, commuted, affected or abrogated, or dealt with by an agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified, in writing, by holders of at least three-fourths in nominal value of the issued Shares of the class or is confirmed by a special resolution passed at a separate general meeting of the holders of Shares of that class and all the provisions hereinafter contained as to general meetings, shall, mutatis mutandis, apply to every such meeting.” 5. The Board shall be entitled to issue, from time to time, subject Provisions applicable to any to Applicable Law, any other Securities, including Securities other Securities convertible into Shares, exchangeable into Shares, or carrying a warrant, with or without any attached Securities, carrying such terms as to coupon, returns, repayment, servicing, as may be decided by the terms of such issue. Such Securities may be issued at premium or discount, and redeemed at premium or discount, as may be determined by the terms of the issuance: Provided that the Company shall not issue any Shares or Securities convertible into Shares at a discount. 6. The Company may, subject to the provisions of Section 66 of Reduction of Capital the Act or any other Applicable Law for the time being in force, by way of Special Resolution reduce its Share Capital, any capital redemption reserve account or share premium account in any manner for the time being authorized by law. 7. i. Subject to the provisions of the Act, the Company in General Sub-division, consolidation Meeting may, from time to time, sub-divide or consolidate its and cancellation of Shares Shares, or any of them, and the resolution where by any share is sub-divided, may determine that, as between the holders of the shares resulting from such sub-division, one or more of such shares shall have some preference or special advantage as regards dividend or otherwise over or as compared with the others. Subject as aforesaid the Company in General Meeting may also cancel Shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. ii. Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination” iii. 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. 468Sr. No. Particulars (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.” 8. Whenever the Share Capital is divided into different types or Variation of rights classes of shares, all or any of the rights and privileges attached to each type or class may, subject to the provisions of Sections 48 of the Act, be varied with the consent in writing by holders of at least three-fourths of the issued Shares of the class or is confirmed by a Special Resolution passed at a separate Meeting of the holders of Shares of that class and all the provisions hereinafter contained as to General Meetings shall mutatis mutandis apply to every such class Meeting. 9. Where at any time it is proposed to increase the subscribed Further issue of Capital Capital of the Company by allotment of further Shares, subject to the provision of Section 62of the Act, and the rules made thereunder: 9.1. Such further Shares shall be offered to the persons who on the date of the offer, are holders of the equity shares of the Company, in proportion as nearly as circumstances admit, to the Capital paid-up on those shares at the date. 9.2. Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days or such lesser number of days as may be prescribed under the Act, from the date of the offer within which the offer, if not accepted, will be deemed to have been declined. 9.3. 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 favor of any other person and the notice referred to in Article 9.2 hereof shall contain a statement of this right. 9.4. After the expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he accepts or declines to accept the shares offered, the Board of Directors may dispose of them in such manner as they think most beneficial to the interest of the Company. 10. Notwithstanding anything contained in the Article 0, the further Shares aforesaid may be offered in any manner whatsoever, to: 10.1. employees under a scheme of employees’ stock option scheme subject to the rules and such other conditions, as may be prescribed under applicable law; or 10.2. to any persons on private placement or on preferential basis, whether or not those persons include the persons referred to Article 0, either for cash or for a 469Sr. No. Particulars consideration other than cash, if so decided by a Special Resolution, as per Applicable Law; provided that in respect of issue of shares as aforesaid, subsequent to listing of the equity shares of the Company on the Exchange (s) pursuant to IPO, the price of the shares shall be determined in accordance with applicable provision of regulations made by Securities and Exchange Board of India and/or other applicable laws and the requirement for determination of price through valuation report of registered Valuer under the Act and rules made thereunder shall not be applicable unless otherwise required under the provisions of SEBI (ICDR) Regulations, 2018 11. Nothing contained in these Articles shall apply to the increase of the subscribed Capital of the Company caused by the exercise of an option attached to the Debenture issued or loan raised by the Company to convert such Debentures or loans into Shares in the Company: Provided that the terms of issue of such Debentures or the terms of such loans containing such an option have been approved before the issue of such Debentures or the raising of loan by a Special Resolution passed by the Company in general meeting. 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 of the Company in a General Meeting. 12. Subject to the Applicable Law, the Shares of the Company for Shares at the disposal of the the time being shall be under the control of the Directors who Directors may issue, allot or otherwise dispose of the same or any of them to such person, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit and to give to any person or persons the option or right to call for any Shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot Shares in the Capital of the Company or other Securities on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any Shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call of Shares shall not be given to any person or persons without the sanction of the Company in the General Meeting. 13. Pursuant to the provisions of Applicable Law and subject to Power to issue Shares such approvals, permissions and sanctions as may be necessary outside India from the Government of India, Reserve Bank of India and/or any other authorities or institutions as may be relevant (hereinafter collectively referred to as “Appropriate Authorities”) and subject to such terms and conditions or such modifications thereto as may be prescribed by them in granting such approvals, permissions and sanctions, the Company will be entitled to issue and allot in the international capital markets, Equity Shares and/or any instruments or securities (including Global Depository Receipts) representing Equity Shares, any such instruments or securities being either with or without detachable Warrants attached thereto entitling the Warrant holder to Equity Shares/instruments or Securities (including 470Sr. No. Particulars Global Depository Receipts) representing Equity Shares, (hereinafter collectively referred to as “the Securities”) to be subscribed to in foreign currency / currencies by foreign investors(whether individuals and/or bodies corporate and/or institutions and whether shareholders of the Company or not) for an amount, inclusive of such premium as may be determined by the Board. Such issue and allotment to be made on such occasion or occasions, at such value or values, or at a premium and in such form and in manner and on such terms and conditions or such modifications thereto as the Board may determine in consultation with Lead Manager and/or Underwriters and/or Legal or other Advisors, or as may be prescribed by the Appropriate Authorities while granting their approvals, permissions and sanctions as aforesaid which the Board be and is hereby authorized to accept at its sole discretion. The provisions of this Article shall extend to allow the Board to issue such foreign Securities, in such manner as may be permitted by Applicable Law. 14. Subject to the applicable provisions of the Act, the Company is Compromise, Arrangements empowered to enter into any Schemes of Arrangement or and Amalgamation compromises with its creditors and / or members of the Company and/or any class of such creditors or members, including but not limited to hive-off or demerger of any of its business or units and also to amalgamate or cause itself to be amalgamated with any other person, firm or body corporate. 15. Any application signed by or on behalf of an applicant, for Acceptance of Shares Shares in the Company, followed by an allotment of any Share shall be an acceptance of shares within the meaning of these Articles and every person who, does or otherwise accepts Shares and whose name is on the Register of Members shall for the purpose of these Articles, be a member. 16. The money (if any) which the Board shall, on the allotment of Deposit and call to be a debt any Share being made by them require or direct to be paid by payable immediately way of deposit, call or otherwise in respect of any shares allotted by them shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such Shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly. 17. Every member, or his heirs, executors or administrators shall Liability of Members pay to the Company the portion of the Capital represented by his Share(s) 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 Company’s regulations, require or fix for the payment thereof. 18. Except as required by law, no person shall be recognized by the Shares not to be held in trust 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. 19. If any Share stands in the names of two or more persons, the The first named joint holder person first named in the register shall, as regards receipt of deemed to be sole holder dividends or bonus or service of notice and all or any earlier matter connected with the Company, except voting at meetings, 471Sr. No. Particulars be deemed the sole holder thereof, but the joint holders of a Share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such Shares for all incidents thereof according to the Company’s regulations. 20. The Company shall maintain a Register of Members and index Register of Members and in accordance with Section 88 of the Act. The details of shares index held in physical or dematerialized forms may be maintained in a media as may be permitted by law including in any form of electronic media. 21. A member, or other Security holder or Beneficial Owner may make inspection of Register of Members and annual return. Any person other than the Member or Debenture holder or Beneficial Owner of the Company shall be allowed to make inspection of the Register of Members and annual return on payment of Rs. 50 or such higher amount as permitted by Applicable Law or as the Board may determine, for each inspection. Inspection may be made during business hours of the Company during such time, not being less than 2 hours on any day, as may be fixed by the Board of Directors or in their absence by the Company Secretary from time to time. 22. Such person, as referred to in Article 0 above, may be allowed to make copies of the Register of Members or any other register maintained by the Company and annual return, and require a copy of any specific extract therein, on payment of Rs. 10 for each page, or such higher amount as permitted under Applicable Law. 23. The Company may also keep a foreign register in accordance Foreign Registers with Section 88 of the Act containing the names and particulars of the Members, Debenture holders, other Security holders or Beneficial Owners residing outside India; and the Board may (subject to the provisions of aforesaid Section) make and vary such regulations as it may think fit with respect to any such register. SHARES CERTIFICATES 24. The shares certificates shall be numbered progressively Share certificate to be according to their several denominations specify the shares to numbered progressively and which it relates, to the Company and except in the manner no Share to be subdivided hereinbefore mentioned, no Share shall be sub-divided. Every forfeited or surrendered Shares certificate if any shall continue to bear the number by which the same was originally distinguished. Provided however that the provision relating to progressive or distinctive numbering of shares shall not apply to the shares of the Company which are dematerialized or may be dematerialized in future or issued in future in dematerialized form. 25. Every Member, other than a Beneficial Owner, shall be entitled, Limitation of time for issue without payment, to one or more certificates in marketable lots, of certificates 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 of such certificates within two months from the date of allotment, unless the conditions of issue thereof otherwise provide or within one months of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every 472Sr. No. Particulars certificates of Shares shall specify the number and distinctive numbers of Shares in respect of which it is issued and the amount paid-up thereon and shall be in such form as the Directors may prescribe and approve, provided that in respect of a Share(s) held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one or several joint holders shall be a sufficient delivery to all such holders. 26. If any certificate be worn out, defaced, mutilated, old/ or torn Issue of new certificate in or if there be no further space on the back thereof for place of one defaced, lost or endorsement of transfer or in case of sub-division or destroyed consolidation then upon production and surrender such certificate 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 and the payment of out-of-pocket expenses incurred by the Company in investigating the evidence produced as the Board deems adequate, being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every certificate under this Article shall be issued in case of splitting or consolidation of Share certificate(s) or in replacement of Share certificate(s) that are defaced, mutilated, torn or old, decrepit or worn out without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.50 for each certificate) as the Directors shall prescribe. Further, no duplicate certificate shall be issued in lieu of those that are lost or destroyed, without the prior consent of the Board and only on furnishing of such supporting evidence and/or indemnity as the Board may require, and the payment of out- of-pocket expenses incurred by the Company in investigating the evidence produced, without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.50 for each certificate) as the Directors shall prescribe. Provided that notwithstanding what is stated above the Directors shall comply with such rules or regulation or requirements of any Stock Exchange or the rules made under the Act or rules made under Securities Contracts (Regulation) Act, 1956, as amended or any other Act, or rules applicable thereof in this behalf; Provided further that the Company shall comply with the provisions of Section 46 of the Act and other Applicable Law, in respect of issue of duplicate Share certificates. 27. The provision of this Article shall mutatis mutandis apply to issue of certificates of Debentures of the Company BUY BACK OF SECURITIES BY THE COMPANY 28. Notwithstanding anything contained in these Articles but subject to all applicable provisions of the Act or any other Applicable Laws for the time being in force, the Company may purchase its own shares or other specified securities. The Company may purchase its own Shares or other specified securities out of free reserves, the securities premium account or the proceeds of issue of any Share or specified securities. Subject to the provisions contained in sections 68 to 70 and all applicable provisions of the Act and subject to such approvals, 473Sr. No. Particulars permissions, consents and sanctions from the concerned authorities and departments, including the SEBI, Registrar and the Reserve Bank of India, if any, the Company may, by passing a special resolution at a general meeting, purchase its own Shares or other specified securities from its existing Shareholders on a proportionate basis and/or from the open market and/or from the lots smaller than market lots of the securities (odd lots), and/or the securities issued to the employees of the Company pursuant to a scheme of stock options or sweat Equity, from out of its free reserves or out of the securities premium account of the Company or out of the proceeds of any issue made by the Company specifically for the purpose, on such terms, conditions and in such manner as may be prescribed by law from time to time; provided that the aggregate of the securities so bought back shall not exceed such number as may be prescribed under the Act or Rules made from time to time.” UNDERWRITING 29. Subject to the provisions of the Act and other Applicable Commission may be paid Law(s), and subject to SEBI guidelines to the extent applicable the Company may, at any time pay a commission out of proceeds of the issue or profit or both to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely on conditionally) for any shares in or Debentures of the Company, or underwriting or procuring or agreeing to procure subscriptions (whether absolute or conditional) for Shares, Debentures or of the Company but so that the commission shall not exceed in the case of shares, five per cent of the price at which the Shares are issued, and in the case of Debentures, two and a half per cent of the price at which the Debentures are issued or at such rates as may be fixed by the Board within the overall limit prescribed under the Act or Securities and Exchange Board of India Act, 1992. Such commission may be satisfied by payment in cash or by allotment of fully or partly paid Shares, Securities or Debentures or partly in one way and partly in the other. CALL ON SHARES Directors may make calls The Board of Directors may, from time to time and subject to the terms on which Shares have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board, or otherwise as permitted by Applicable Law make such call as it thinks fit upon the Members in respect of all moneys unpaid on the Shares held by them respectively 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, and each Member shall pay the amount of every call so made on him to the person or persons and at the times and places appointed by the Board of Directors. A call may be made payable in instalments. 30. Each Member shall, subject to receiving at least fourteen days’ Notice of calls 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. 474Sr. No. Particulars 31. A call may be revoked or postponed at the discretion of the Board. 32. A call shall be deemed to have been made at the time when the Calls to date from resolution ‘Board’ resolution authorizing such call was passed as provided herein and may be required to be paid by instalments. 33. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof 34. The Board may, from time to time at its discretion, extend the Directors may extend time time fixed for the payment of any call, but no member shall be entitled to such extension save as a member of grace and favor. 35. If any member fails to pay any call due from him on the day Calls to carry interest appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at Ten percent per annum or at such lower rate, if any, as the Board may determine as the Board of Directors may determine. Nothing in this Article shall render it obligatory for the Board of Directors to demand or recover any interest from any such member. 36. The Board shall be at liberty to waive payment of any such interest wholly or in part. 37. The Joint holders of the share shall be jointly and severally Liability of Joint Holders for liable to pay all calls in respect thereof. a Call Effect of Non Payment of Sums In case of non-payment of such sum, all the relevant provisions of these Articles 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. 38. Any sum, which may by the terms of issue of a Share becomes Sums deemed to be calls 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 Articles be deemed to be a call duly made and payable, on the date on which by the terms of issue the same becomes payable and in case of non-payment, all the relevant provisions of these Articles 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. 39. At the trial or hearing of any action or suit brought by the Proof on trial of suit for Company against any Member or his representatives for the money due on Shares recovery of any money claimed to be due to the Company in respect of his Shares, it shall be sufficient to prove that the name of the Member, in respect of whose Shares, the money is sought to be recovered appears entered on the Register of Members as the holder, at or subsequently to the date at which the money is sought to be recovered, is alleged to have become due on the Shares in respect of such money is sought to be recovered, that the resolution making the call is duly recorded in the Minutes Book, and that notice of such call was duly given to the Member or his representatives used in pursuance of these Articles and that it shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which any call was made nor that the meeting at which any call was made duly convened or constituted nor any other matters whatsoever, but the proof of the matter aforesaid shall be conclusive evidence of the debt. 40. Neither the receipt by the Company of a portion of any money Partial payment not to which shall from time to time be due from any member to the preclude forfeiture Company in respect of his Shares, either by way of principal or interest, nor any indulgence granted by the Company in respect 475Sr. No. Particulars of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided. 41. The Directors may, if they think fit, subject to the provisions of Payment in anticipation of Section 50 of the Act, agree to and receive from any member call may carry interest 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 of the calls then made upon the shares in respect of which such advance has been made, the Company may 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, 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. 42. The provisions of these Articles shall mutatis mutandis apply to the calls on Debenture or other Securities of the Company. LIEN 43. The Company shall have a first and paramount lien upon all the Company to have lien on Shares/ Debentures/Securities (other than fully paid-up Shares Shares/Debentures) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale thereof, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such Shares/ Debentures/Securities and no equitable interest in any Shares shall be created except upon the footing, and upon the condition that this Article will have full effect and any such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares/Debentures/Securities The Company’s lien, if any, on share a share shall extend to all dividends or interest, as the case may be, payable and bonuses declared from time to time in respect of such shares / debentures. Provided that, fully paid shares shall be free from all lien and that in case of partly paid shares the Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares. 44. For the purpose of enforcing such lien, the Board may sell the As to enforcing lien by sale Shares subject thereto in such manner as they shall think fit, and may authorize one of their member to execute a transfer thereof on behalf of and in the name of such member. The purchaser of such transferred Shares shall be registered as the holder of the Shares comprised in any such transfer. 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. 45. No sale shall be made unless a sum in respect of which the lien exists is presently payable or until the expiration of fourteen days after a notice in writing of the intention to sell shall have been served on such Member or his representatives and default 476Sr. No. Particulars shall have been made by him or them in payment, fulfillment, or discharge of such debts, liabilities or engagements for fourteen days after such notice. 46. The net proceeds of any such sale shall be received by the Application of proceeds of Company and applied in or towards payment of such part of the sale amount in respect of which the lien exists as is presently payable and 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 persons entitled to the Shares at the date of the sale. Outsider’s Lien not to Affect Company’s Lien In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by law) be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether a creditor of the registered holder or otherwise. The Company's lien shall prevail notwithstanding that it has received notice of any such claim. FORFEITURE OF SHARE 47. If any member fails to pay any call or installment on or before If call or installment not the day appointed for the payment of the same, the Board may, paid notice may be given at any time thereafter during such time as the call or installment remains unpaid, serve notice on such Member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. 48. The notice shall: Form of notice 48.1. 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 48.2. shall detail the amount which is due and payable on the Shares and shall state that in the event of non-payment at or before the time appointed, the Shares will be liable to be forfeited. 49. If the requisitions of any such notice as aforesaid be not If notice not complied with, complied with, any Shares in respect of which such notice has Shares may be forfeited been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses, due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture. 50. When any Shares shall have been so forfeited, notice of the Notice of forfeiture to a forfeiture shall be given to the Member in whose name it stood Member immediately prior to the forfeiture, 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 to give such notice or to make any such entry as aforesaid. 51. Any Share so forfeited shall be deemed to be the property of the Forfeited Share to become Company, and the Board may sell, re-allot or otherwise dispose property of the Company of the same in such manner as think fit. 52. The Board may, at any time before any Share so forfeited have Power to annul forfeiture been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit. 477Sr. No. Particulars 53. Neither a judgment nor a decree in favor of the Company for Receipt of Part Amount or calls or other moneys due in respect of any shares nor any part Grant of Indulgence not to payment or satisfaction thereof nor the receipt by the Company Affect Forfeiture of a portion of any money which shall from time to time be due from any Member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture of such shares as herein provided. There shall be no forfeiture of unclaimed dividends before the claim becomes barred by law. 54. Any Member whose Shares have been forfeited shall Liability on forfeiture notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company, on demand all calls, installments, interest and expenses owing upon or in respect of such Shares at the time of the forfeiture together with interest thereon from the time of the forfeiture of the payment, at such rate as the Board may determine and the Board may enforce the payment thereof, if it thinks fit. 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. 55. The Board may, subject to the provisions of the Act, accept a Surrender of Share surrender of any share from or by any Member desirous of Certificates surrendering them on such terms as they think fit. 56. The forfeiture of a Share involves extinction, at the time of the Effect of forfeiture forfeiture, of all interest and all claims and demands against the Company in respect of the Share and all other rights, incidental to the Share except only such of those rights as by these Articles are expressly saved. 57. A duly verified declaration in writing that the declarant is a Evidence of forfeiture Director, the manager or the secretary of the Company, and that certain Shares in the Company have 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 Shares. 58. Upon any sale, re-allotment or other disposal under the Cancellation of Share provisions of the preceding Articles, the certificate or certificate in respect of certificates originally issued if any in respect of the relative forfeited shares Shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null and void and of no effect, however such shares may be re-issued subject to the provisions herein. 58.1. 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 favor of the person to whom the Share is sold or disposed of. 58.2. The transferee shall thereupon be registered as the holder of the Share; and 58.3. 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. 59. The provisions of these regulations as to forfeiture shall apply These Articles to apply in in the case of non-payment of any sum which, by the terms of case of any non-payment 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. 478Sr. No. Particulars EMPLOYEES STOCK OPTIONS 60. Subject to the provisions of Section 62 of the Act and the Applicable Law, the Company may issue options to any Directors, not being Independent Directors, officers, or employees of the Company, its subsidiaries or its parent, which would give such Directors, officers or employees, the benefit or right to purchase or subscribe at a future date, the Securities offered by the Company at a predetermined price, in terms of schemes of employee stock options or employees share purchase or both: Provided that it will be lawful for such scheme to require an employee, officer, or Director, upon leaving the Company, to transfer Securities acquired in pursuance of such an option/scheme, to a trust or other body established for the benefit of employees of the Company. POWER TO ISSUE SWEAT EQUITY SHARES 61. Subject to and in compliance with Section 54 and other Applicable Law, the Company may issue equity Shares to its employees or Director(s) at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called. PREFERENTIAL ALLOTMENT 62. Subject to the provisions of Section 62 of the Act, read with the conditions as laid down in the Applicable Law, and if authorized by a Special Resolution passed in a General Meeting, the Company may issue Shares, in any manner whatsoever, by way of a preferential offer or private placement. Such issue on preferential basis or private placement should also comply with the conditions as laid down in Section 42 of the Act and/or Applicable law. CAPITALIZATION OF PROFITS 63. The Company in General Meeting may, upon the recommendation of the Board, resolve: 63.1. 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 (including capital redemption reserve account), or to the credit of the profit and loss account, otherwise available for distribution or securities premium account; and 63.2. that such sum be accordingly set free for distribution in the manner specified in Article 63.1 amongst the members who would have been entitled thereto, if distributed by way of Dividend and in the same proportions. 64. The sum aforesaid shall not be paid in cash but shall be applied, subject to applicable provisions contained herein, either in or towards: 64.1. paying up any amounts for the time being unpaid on any Shares held by such Members respectively; 64.2. 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; 64.3. partly in the way specified in Article 64.1 and partly in that specified in Article 63.2; 64.4. The Board shall give effect to the resolution passed by the members of the Company in pursuance of this Article. 64.5. Whenever such a resolution as aforesaid shall have been passed, the Board shall— 479Sr. No. Particulars 64.5.1. 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 64.5.2. generally, do all such acts and things required to give effect thereto. 65. For the purpose of giving effect to any resolution under Articles 0 and 0, the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient.v 66. The Board shall have power – 66.1. 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 to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid- up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares; 66.2. Any agreement made under such authority shall be effective and binding on such members. TRANSFER AND TRANSMISSION OF SHARES 67. The Company shall keep a register to be called the ‘Register of Register of transfers Transfers’, and therein shall be fairly and directly entered particulars of every transfer or transmission of any Share. Entries in the register should be authenticated by the secretary of the Company or by any other person authorized by the Board for the purpose, by appending his signature to each entry. 68. The instrument of transfer shall be in writing and duly stamped Instruments of transfer and in such form as may be prescribed under the Act from time to time and all provisions of Section 56 of the Act and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of Shares and registration thereof. The Board may decline to recognize any instrument of transfer unless- a) the instrument of transfer is in the form prescribed under the Act; b) the instrument of transfer is accompanied by the certificate of 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. 69. In respect of any transfer of shares registered in accordance Endorsement of Transfer with the provisions of these Articles, the Board may, at its discretion, direct an endorsement of the transfer and the name of the transferee and other particulars on the existing share certificate and authorize any Director or Officer of the Company to authenticate such endorsement on behalf of the Company or direct the issue of a fresh share certificate, in lieu of and in cancellation of the existing share certificate in the name of the transferee. 480Sr. No. Particulars 70. Every such instrument of transfer shall be executed both by To be executed by transferor transferor and the transferee and the transferor shall be deemed and transferee to remain the holder of such Shares until the name of the transferee shall have been entered in the Register of Members in respect thereof. The Board shall not issue or register a transfer of any Share in favor of a minor (except in cases when they are fully paid up). 71. Application for the registration of the transfer of a Share may be made either by the transferee or the transferor. Where an application is made by the transferor and relates to partly paid up shares, no registration shall be effected unless the Company gives notice of the application to the transferee subject to the provisions of these Articles, Section 56 of the Act and other Applicable Law, and the transferee gives no objection to the transfer within two weeks from the receipt of the notice. In the event of non-receipt of any objection from the transferee within the period of two weeks as aforesaid, the Company shall enter in the Register the name of transferee in the same manner and subject to the same conditions as it the application for registration of the transfer was made by the transferee. 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. 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. 72. Subject to the applicable provisions of the Act, SEBI Transfer books when closed Regulations and these Articles, the Board shall have to close the transfer books, the Register of Members, Register of Debenture holders or the Register of other Security holders at such time or times and for such period or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty- five days in each year, as it may deem expedient. 73. Notwithstanding anything contained in these Articles, a Directors to recognize Depository shall be deemed to be the registered owner for the Beneficial Owners of purpose of effecting transfer of ownership of Securities on securities behalf of a Beneficial Owner. 74. Save as otherwise provided hereinabove, the Depository as a registered owner shall not have any voting rights or any other rights in respect of securities held by it, and the Beneficial Owner shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of its Securities held by a Depository. 75. Except as ordered by a Court of competent jurisdiction or as required by law, the Company shall be entitled to treat the person whose name appears as the Beneficial Owner of the securities in the records of the Depository as the absolute owner thereof and accordingly the Company shall not be bound to recognize any benami, trust or equitable, contingent, future or partial interest in any Security or (except otherwise expressly 481Sr. No. Particulars provided by the Articles) any right in respect of a Security other than an absolute right thereto, in accordance with these Articles on the part of any other person whether or not it shall have express or implied notice thereof. 76. Every holder of Shares in, or Debentures of the Company may, Nomination at any time, nominate, in the manner prescribed under the Act, a person to whom his Shares in or Debentures of the Company shall vest in the event of death of such holder. 77. Where the Shares in, or Debentures of the Company are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the shares or Debentures of the Company, as the case may be, held by them shall vest in the event of death of all joint holders. 78. Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, or in these Articles, in respect of such shares in or Debentures of the Company, where a nomination made in the prescribed manner purports to confer on any person the right to vest the shares in, or Debentures of the Company, the nominee shall, on the death of the shareholders or holder of Debentures of the Company or, as the case may be, on the death of all the joint holders become entitled to all the rights in the shares or Debentures of the Company to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner under the provisions of the Act. 79. Where the nominee is a minor, it shall be lawful for the holder of the Shares or holder of Debentures to make the nomination to appoint, in the prescribed manner under the provisions of the Act, any person to become entitled to the shares in or Debentures of the Company, in the event of his death, during the minority. 80. i. On the death of a member, the survivor or survivors where Transmission of shares 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. iii. Any person becoming entitled to Shares in consequence of the death, lunacy, bankruptcy or insolvency of any Member, or by any lawful means other than by a transfer in accordance with these Presents, may with the consent of the Board of Directors and subject as hereinafter provided, elect, either: 80.1. to be registered himself as holder of the Shares; or 80.2. to make such transfer of the Shares as the deceased Member could have made. Provided nevertheless that it shall be lawful for the Directors in their absolute discretion to dispense with the production of any evidence including any legal representation upon such terms as to indemnity or otherwise as the Directors may deem fit. 81. 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. 482Sr. No. Particulars 82. If the person, so becoming entitled, elects himself to be registered as holder of the Shares, 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 death certificate of the deceased Security holder or proof of lunacy, bankruptcy or insolvency of the Security holder, as the case may be, and the certificate(s) of Shares held by such Member in the Company. 83. If the person aforesaid shall elect to transfer the Securities, he shall testify his election by executing a transfer of the Shares. 84. 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. 85. A person on becoming entitled to Shares by reason of the death of the holder or joint holders shall be entitled to the same Dividend or interest and other advantages to which he would be entitled if he were the registered holder of such Securities, except that he shall not before being registered as holder of such Securities, be entitled in respect of them to exercise any right conferred on a Member 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. 86. No transfer shall be made to a minor or person of unsound No transfer to minor, mind. However, in respect of fully paid up shares, Securities insolvent etc. may be transferred in favor of a minor acting through legal guardian, in accordance with the provisions of Applicable Law. 87. Every instrument of transfer shall be presented to the Company Transfer to be presented duly stamped for registration accompanied by such evidence as with evidence of title the Board of Directors may require to prove the title of the transferor, his right to transfer the Shares and generally under and subject to such conditions and regulations as the Board of Directors shall from time to time prescribe, and every registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board of Directors. 88. The Company shall incur no liability or responsibility Company not liable for whatsoever in consequence of its registering or giving effort to disregard of a notice in any transfer of Shares made or purporting to be made by any prohibiting registration of apparent legal owner thereof (as shown or appearing in the transfer Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice, or deferred thereto, in any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right title or interest, or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company; but the Company shall nevertheless be at liberty to regard and 483Sr. No. Particulars attend to any such notice and give effect thereto, if the Board of Directors shall so think fit. DEMATERIALIZATION OF SECURITIES 89. The Board shall be entitled to dematerialize its existing Dematerialization of Securities or to offer securities in a dematerialized form Securities pursuant to the Depositories Act, 1996, as amended and the rules framed thereunder, if any. 90. Subject to the Applicable Law, every holder of or subscriber to Options for investors Securities of the Company shall hold the securities with a Depository. Such a person who is a Beneficial Owner of the Securities can at any time opt out of a Depository, if permitted by law, in respect of any Securities held by him in the manner provided by the Depositories Act, 1996, and the Company shall, in the manner and within the time prescribed by law, issue and deliver to the Beneficial Owner, the required certificates for the Securities. 91. Notwithstanding anything to the contrary or inconsistent Dematerialization/ Re- contained in these Articles, the Company shall be entitled to materialization of securities dematerialize its existing securities, re materialize securities held in Depositories and/or offer its fresh securities in the dematerialize form pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any 92. All securities held by a Depository shall be dematerialized and Securities in depositories to be in fungible form. be in fungible form 93. Notwithstanding anything contained in these Articles to the Service of Documents contrary, where Securities of the Company are held in a Depository, the records of the beneficiary ownership may be served by such Depository on the Company by means of electronic mode 94. Nothing contained in Section 56 of the Act or these Articles Transfer of securities shall apply to a transfer of Securities effected by a transferor and transferee both of whom are entered as Beneficial Owners in the records of a Depository. 95. Notwithstanding anything contained in these Articles, where Allotment of securities dealt Securities are dealt with by a Depository, the Company shall with in a Depository intimate the details thereof to the Depository immediately on allotment of such Securities. 96. All securities held by a Depository shall be dematerialized and Securities in electronic form held in electronic form. No certificate shall be issued for the securities held by the Depository. Register and index of Beneficial Owners 97. The Register and Index of Beneficial Owners maintained by Depository under the Depositories Act, 1996, as amended shall be deemed to be the Register and Index of Members and Security holders for the purposes of these Articles. COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS 98. Copies of Memorandum and Articles of Association of the Company shall be furnished to every Member within seven days of his request on payment of an amount as may be fixed by the Board to recover reasonable cost and expenses, not exceeding such amount as fixed under Applicable Law. BORROWING POWERS 99. Subject to the provisions of these Articles, the Act and other Power to borrow Applicable Law, the Board may, from time to time, at its discretion, by way of a resolution passed at the meeting of Board, accept deposits from its members or otherwise, raise or borrow, either from the Directors or from elsewhere and secure the payment of any sum or sums of money to be borrowed 484Sr. No. Particulars together with the moneys already borrowed;, or where a power to delegate the same is available, by a decision/resolution of such delegate, provided that the Board shall not without the requisite sanction of the Company in General Meeting borrow any sum of money which together with money borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate for the time being of the paid up Capital of the Company and its free reserves. 100. The Board may raise or secure the repayment of such sum or Conditions on which money sums in such manner and upon such terms and conditions in all may be borrowed respects as it thinks fit and in particular, by the issue of bonds, or other Securities, or any mortgage, or other Security on the undertaking of the whole or any part of the property of the Company (both present and future including its uncalled capital for the time being. 101. Any Debentures, Debenture stock, bonds or other Securities Terms of issue of may be issued on such terms and conditions as the Board may Debentures think fit: Provided that Debenture with a right to allotment or conversion into shares shall be issued in conformity with the provisions of Section 62 of the Act. Debentures, Debenture stock, bonds and other Securities may be made assignable free from any equities from the Company and the person to whom it may be issued. Debentures, Debenture- stock, bonds or other securities with a right of conversion into or allotment of shares shall be issued only with such sanctions as may be applicable. 102. Save as provided in Section 56 of the Act, no transfer of Instrument of transfer Debentures shall be registered unless a proper instrument of transfer duly executed by the transferor and transferee has been delivered to the Company together with the certificate or certificates of the Debentures: Provided that the Company may issue non-transferable Debentures and accept an assignment of such instruments. 103. The Board shall cause a proper Register to be kept in Register of charges, etc. accordance with the provisions of the Act of all mortgages, Debentures and charges specifically affecting the property of the Company, and shall cause the requirements of Sections 77 to 87 of the Act, both inclusive of the Act in that behalf to be duly complied with, so far as they are ought to be complied with by the Board. 104. The Company shall, if at any time it issues Debentures, keep Register and index of register and index of Debenture holders in accordance with Debenture holders Section 88 of the Act. Subject to the Applicable Law, the Company shall have the power to keep in any State or Country outside India, a register of Debenture-stock holders, resident in that State or Country. GENERAL MEETINGS 105. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year. 106. Every Annual General Meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a national holiday and shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situate 107. All General Meetings other than annual general meeting shall be called extraordinary general meeting. 485Sr. No. Particulars 108. In the case of an Annual General Meeting, all businesses to be transacted at the meeting shall be deemed special, with the exception of business relating to: 108.1. the consideration of financial statements including standalone and consolidated financial statements and the reports of the Board of Directors and Auditors; 108.2. the declaration of any Dividend; 108.3. the appointment of Directors in place of those retiring; 108.4. the appointment of, and the fixing of the remuneration of, the Auditors 109. In case of any other meeting, all business shall be deemed special. 110. The Board may, whenever it thinks fit, call an Extraordinary General Meeting. 111. Where permitted or required by Applicable Law, Board may, instead of calling a meeting of any Members/ class of Members/ Debenture holders, seek their assent by Postal ballot, including e-voting. Such Postal ballot will comply with the provisions of Applicable Law in this behalf. 112. If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a General Meeting convened in that behalf. 113. The intent of these Articles is that in respect of seeking the sense of the Members or Members of a class or any Security holders, the Company shall, subject to Applicable Law, be entitled to seek assent of Members, members of a class of Members or any holders of Securities using such use of contemporaneous methods of communication as is permitted by Applicable Law. A written resolution including consent obtained through electronic mode shall be deemed to be sanction provided by the Member, Member of a class or other Security holder by way of personal presence in a meeting. 114. The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a requisition in writing by any member or members holding in the aggregate not less than one-tenth of such of the paid-up Capital as at the date carries the right of voting in regard to the matter in respect of which the requisition has been made. 115. Any meeting called as above by the requisitionists shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board. 116. Where the Company conducts General Meetings by way of e- E-voting in case of General voting, the Company shall follow the procedure laid down Meetings under the Act and Applicable Law. 117. Where Member has been allowed the option of voting through electronic mode as per Applicable Law, such Member, or Members, who have voted using the electronic facility, generally, shall be allowed to speak at a General Meeting, but shall not be allowed to vote again at the meeting. Provided that voting may also be allowed by way of post or any other mode as may be allowed by the Act or Applicable Law. 118. Subject to the provisions of the Act, all business shall be Special and Ordinary deemed special that is transacted at the Annual General Business Meeting with the exception of declaration of any dividend, the consideration of financial statements and reports of the Directors and auditors, the appointment of Directors in place of those retiring and the appointment of and fixing of the 486Sr. No. Particulars remuneration of the auditors. In case of any other meeting, all business shall be deemed to be special. 119. In case of special business as aforesaid, an explanatory statement as required under th applicable provisions of the Act shall be annexed to the notice of the meeting. 120. Subject to the Applicable Law, at least 21 clear days’ notice of Notice of General Meetings every General Meeting, specifying the day, date, place and hour of meeting, containing a statement of the business to be transacted thereat, shall be given, either in writing or through electronic mode, to every Member or legal representative of any deceased Member or the assignee of an insolvent Member, every Auditor(s) and Director of the Company. 121. A General Meeting may be called at a shorter notice if consented to by either by way of writing or any electronic mode by not less than 95% of the Members entitled to vote at such meeting. 122. No business shall be transacted at any General Meeting unless Quorum at General Meeting a quorum of Members is present at the time when the meeting proceeds to business. 123. Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in Section 103 of the Act. 124. If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum shall not be present, the meeting, if convened by or upon the requisition of members shall stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next week or to such other day and at such other time and place as the Board may determine subject to Applicable Law and if at such adjourned meeting, a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the members present shall be quorum and may transact the business for which the meeting was called. 125. The Chairperson, if any, of the Board shall preside as Chairperson at General Chairperson at every General Meeting of the Company. Meetings 126. 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 among themselves to be Chairperson of the General Meeting. 127. 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 themselves to be Chairperson of the General Meeting. 128. No business shall be discussed at any General Meeting except the election of a Chairperson, while the chair is vacant. 129. The Chairperson may, with the consent of any meeting at which Adjournment of Meeting a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. 130. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 131. 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. 487Sr. No. Particulars 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 132. No member shall be entitled to vote either personally or by Voting rights proxy, at any General Meeting or Meeting of a class of shareholders in respect of any shares 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. 133. Subject to any rights or restrictions for the time being attached to any class or classes of Shares: 133.1. on a show of hands, every member present in person shall have one vote; and 133.2. 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. 133.3. A Member may exercise his vote at a meeting by electronic means in accordance with Section 108 of the Act and shall vote only once. 134. 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. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members. 135. 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 136. No Member shall be entitled to vote at any General Meeting unless all calls presently payable by him have been paid, or in regard to which the Company I exercised any right of lien. 137. Any business other than that upon which a poll has been demanded may be preceded with, pending the taking of the poll. 138. No objection shall be raised to the qualification of any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such General Meeting shall be valid for all purposes. 139. Any such objection made in due time shall be referred to the Chairperson of the General Meeting, whose decision shall be final and conclusive. 140. In case of equal votes, whether on a show of hands or on a poll, the chairman of the General Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled to as a Member. 141. Subject to the provisions of these Articles, votes may be given Proxy either personally or by proxy. A body corporate being a member may vote by a representative duly authorized in accordance with Section 113 of the Act, and such representative shall be entitled to exercise the same rights and powers (including the rights to vote by proxy) on behalf of the body corporate which he represents as the body could exercise if it were an individual member. 142. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the 488Sr. No. Particulars 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; and in default the instrument of proxy shall not be treated as valid. 143. Every proxy (whether a Member or not) shall be appointed in writing under the hand of the appointer or his attorney, or if such appointer is a body corporate, under the common seal of such corporate, if any, or be signed by an officer or any attorney duly authorized by it, and any committee or guardian may appoint such proxy. An instrument appointing a proxy shall be in the form as prescribed in terms of Section 105 of the Act. 144. A Member present by proxy shall be entitled to vote only on a poll, except where Applicable Law provides otherwise. 145. The proxy so appointed shall not have any right to speak at the General Meeting. 146. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. 147. Where permitted/required by Applicable Law, all records to be Maintenance of records and maintained by the Company may be kept in electronic form Inspection of minutes of subject to the provisions of the Act and the conditions as laid General Meeting by down in the Applicable Law. Such records shall be kept open Members to inspection in the manner as permitted by the Act and Applicable Law. The term ‘records’ would mean any register, index, agreement, memorandum, minutes or any other document required by the Act and Applicable Law made there under to be kept by the Company. 148. The Company shall cause minutes of all proceedings of every General Meeting to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered. 149. Any such minutes shall be evidence of the proceedings recorded therein. 150. The book containing the minutes of proceedings of General Meetings shall be kept at the registered office of the Company and shall be open during business hours, for such periods not being less than 2 hours on any day, as may be fixed by Board of Directors or in their absence by the Company Secretary from time to time, for the inspection of any Member without charge. 151. Any Member of the Company shall be entitled to a copy of minutes of the General Meeting on receipt of a specific request and at a fee of Rs. 10/- (Rupees Ten only) for each page, or such higher amount as the Board may determine, as permissible by Applicable Law. BOARD OF DIRECTORS 152. Until otherwise determined by a General Meeting and subject to provisions of the Act, the number of directors shall not be less than three and not more than fifteen unless otherwise approved by the members in a General Meeting. 489Sr. No. Particulars Following are the First Directors of the Company: 1. Mr. Jagdish Kumar Suri 2. Mr. Rahul Suri 3. Mrs. Ramnika Suri 153. The Directors are not required to hold any qualification shares. 154. Composition of the Board shall be in accordance with the provisions of Section 149 of the Act and other Applicable Laws. Provided that where there are temporary gaps in meeting the requirements of Applicable Law pertaining to composition of Board of Directors, the remaining Directors shall (a) be entitled to transact business for the purpose of attaining the required composition of the Board; and (b) be entitled to carry out such business as may be required in the best interest of the Company in the meantime. 155. Subject to the provisions of Sections 149, 152 and 161 of the Board’s power to appoint Act and Applicable Laws, the Board shall have power at any Additional Directors 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 under these Articles in conformity with the Act and Applicable laws. 156. 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. 157. The Company shall, subject to the provisions of the Act and Nominee Directors these Articles, be entitled to agree with any Person that he or it shall have the right to appoint his or its nominee on the Board, not being an Independent Director, upon such terms and conditions as the Company may deem fit. 158. Whenever the Company enters into the 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 underwriting or enter into any other arrangement whatsoever, the Board shall have, subject to the provisions of the Act, the power to agree that such appointer (lender) shall have the right to appoint or nominate by a notice in writing addressed to the Company one or more directors on the Board for such period and upon such conditions as may be mentioned in the agreement and that such director or directors shall not be liable to retire by rotation nor be required to hold any qualification shares. The directors may also agree that any such director or directors may be removed from time to time by the appointer entitled to appoint or nominate them and the appointer may appoint another or others in his or their place and also fill in any vacancy, which may occur as a result of any such director or directors ceasing to hold that office for any reason whatsoever. The directors appointed or nominated under this Article shall be entitled to exercise and enjoy all or any privileges and rights exercised and enjoyed by the directors of the Company including payment of remuneration and travelling expenses to such director or directors subject to the terms and conditions as may be mutually agreed between the Board and the appointer. 159. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General 490Sr. No. Particulars Meetings, Board meetings and of the meetings of the committee of which Nominee Director/s is/ are member/s as also the minutes of such Meetings. The Corporation shall also be entitled to receive all such notices and minutes. 160. The Company may pay the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees commission, monies or remuneration in any form is payable to the Directors of the Company the fees, commission, monies and remuneration in relation to such Nominee Director/s may accrue to the nominee appointer and same shall accordingly be paid by the Company directly to the Corporation 161. Provided that the sitting fees, in relation to such Nominee Director/s shall also accrue to the appointer and same shall accordingly be paid by the Company directly to the appointer. 162. Subject to the provisions of Section 161 of the Act, the Board Appointment of Alternate may appoint an Alternate Director to act for a Director Directors (hereinafter called “the Original Director”) during his absence for a period of not less than three months from India. No person shall be appointed as an Alternate Director in place of an Independent Director unless he is qualified to be appointed as an Independent Director under the Act and Applicable Law. An Alternate Director appointed under this Article shall not hold office for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate the office if and when the Original Director returns to India. If the office of the Original Director is determined before he so returns to India, any provisions in the Act or in these Articles for the automatic reappointment of any retiring Director in default of another appointment shall apply to the Original Director, and not to the Alternate Director. For the purpose of absence in the Board meetings in terms of Section 167 (1) (b) of the Act, the period during which an Original Director has an Alternate Director appointed in his place, shall not be considered. 163. Subject to the provisions of the Act, the Board shall have power Board’s power to fill casual at any time and from time to time to appoint any other qualified vacancies person to be a Director to fill a casual vacancy. Any person so appointed shall hold office only up to the date to which the Director in whose place he is appointed would have held office if it had not been vacated by him. 164. Subject to the provisions of the Act and other Applicable Law, Independent Directors the Board or any other Committee as per the Act shall identify potential individuals for the purpose of appointment as Independent Director either from the data bank established under Section 150 of Act or otherwise. 165. The Board on receiving such recommendation shall consider the same and propose his appointment for approval at a General Meeting. The explanatory statement to the notice for such General Meeting shall provide all requisite details as required under the Act. 166. Any casual vacancy in the post of an Independent Director caused by way of removal, resignation, death, vacation of office under Section 167 of the Act and Applicable Law or these Articles, removal from Directorship pursuant to any court order or due to disqualification under Section 164 of Act shall be filled by following the process laid down herein below and in accordance with the Applicable Law. No such casual vacancy 491Sr. No. Particulars shall prejudice the functioning of the Board during the intervening period. 167. Every Independent Director shall at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an Independent Director, give a declaration that he meets the criteria of independence. 168. The Company and Independent Directors are required to abide by the provisions specified in Schedule IV of the Act. 169. An Independent Director shall not be entitled to any stock option and may receive remuneration by way of sitting fee, reimbursement of expenses for participation in the Board and other meetings and also to such commission based on profits, as may, subject to provisions of Applicable Law, be approved by the Members. 170. An Independent Director shall be held liable, only in respect of such acts of omission or commission by a Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently. 171. The provisions relating to retirement of Directors by rotation shall not be applicable to appointment of Independent Directors. 172. Subject to Applicable Law, an Independent Director shall hold Term of Office of office for a term up to 5 (five) consecutive years on the Board Independent Director of a Company, but shall be eligible for reappointment for one more term on passing of a Special Resolution by the Company and disclosure of such appointment in the Board’s report. 173. No Independent Director shall hold office for more than 2 (two) consecutive terms, but such Independent Director shall be eligible for appointment after the expiration of 3(three) years of ceasing to become an Independent Director provided that he shall not, during the said period of 3 (three) years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. 174. At least two-thirds of the total number of Directors, excluding Retirement and rotation of Independent Directors, will be the Directors who are liable to Directors retire by rotation (hereinafter called “the Rotational Directors”). 175. Subject to the provisions of the Act and these Articles, the managing Director and/or the whole-time Director shall not, while he continues to hold that office, be subject to retirement by rotation. 176. At every Annual General Meeting of the Company, one-third of the Rotational Directors, or if their number is not three or a multiple of three, then, the number nearest to one-third, shall retire from office. 177. A retiring Director shall be eligible for re-election / re- appointment. 178. The Company in General Meeting may, when appointing a person as a Director declare that his continued presence on the Board of Directors is of advantage to the Company and that his office as Director shall not be liable to be determined by retirement by rotation for such period until the happening of any event of contingency set out in the said resolution. 179. Subject to the provisions of Applicable Law, a Director may Resignation of Directors resign from his office by giving a notice in writing to the 492Sr. No. Particulars Company and Board shall take note of the same. The fact of such resignation shall be mentioned in the report of Directors laid in the immediately following Annual General Meeting by the Company. 180. A Managing Director or a Whole-time Director or any Executive Director who has any terms of employment with the Company shall not give any notice of resignation in breach of the conditions of employment as may be applicable, either to a Director specifically, or to employees of the Company generally. A nominee Director shall not give any notice of resignation except through the nominating person. 181. 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: Provided that the Director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure. 182. Any Director of the Company, except the one appointed by the Removal of Directors National Company Law Tribunal, may be removed by way of Ordinary Resolution before the expiry of his term of office, subject to the provisions of Section 169 of Act. 183. Subject to the provisions of Section 197 of the Act, a Director Remuneration of Directors may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other. 184. Provided that where the Company takes a Directors’ and Officers’ Liability Insurance, specifically pertaining to a particular Director and/or officer, then the premium paid in respect of such insurance, for the period during which a Director and/or officer has been proved guilty, will be treated as part of remuneration paid to such Director and/or officer. 185. The Board or a relevant Committee constituted for this purpose shall seek to ensure that the remuneration paid to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. 186. The fees payable to a Director for attending the meetings of the Board or Committee thereof shall be such sum as may be decided by the Board of Directors from time to time within the maximum limit as prescribed under the Act and Applicable Law. Fee shall also be paid for attending any separate meeting of the Independent Directors of the Company in pursuance of any provision of the Act and at the discretion of the Board. Fee shall also be payable for participating in meetings through permissible electronic mode. 187. In addition to the remuneration payable pursuant to Section 197 of the Act, the Directors may be paid all conveyance, hotel and other expenses properly incurred by them: 187.1. in attending and returning from meetings of the Board of Directors or any Committee thereof or general meetings of the Company; or 187.2. in connection with the business of the Company. 188. If any Director, being willing, shall be called upon to perform extra services or to make any special exertions (which expression shall include work done by Director as a Member of any committee formed by the Directors) in going or residing away from the town in which the Office of the Company may 493Sr. No. Particulars be situated for any purposes of the Company or in giving any special attention to the business of the Company or as member of the Board, then subject to the provisions of the Act, the Board may remunerate the Director so doing either by a fixed sum, or by a percentage of profits or otherwise and such remuneration, may be either in addition to or in substitution for any other remuneration to which he may be entitled. 189. The continuing Directors may act notwithstanding any vacancy Directors may act in their body but if, and so long as their number is reduced notwithstanding any below the minimum number fixed by these Articles, the vacancies on Board continuing Directors may act for the purpose of increasing the number of Directors to the minimum number fixed by these Articles or for summoning a General Meeting for the purpose increasing the number of Directors to such minimum number, but for no other purpose. 190. The office of a Director shall ipso facto be vacated: Vacation of office of 190.1. on the happening of any of the events as specified in Director Section 167 of the Act. 190.2. if a person is a Director of more than the number of Companies as specified in the Act at a time; 190.3. in the case of alternate Director, on return of the original Director in terms of Section 161 of the Act; 190.4. having been appointed as a Director by virtue of his holding any office or other employment in the holding, subsidiary or associate company, he ceases to hold such office or other employment in that company; 190.5. if he is removed in pursuance of Section 169 of the Act; 190.6. any other disqualification that the Act for the time being in force may prescribe. 191. No person, not being a retiring Director, shall be eligible for Notice of candidature for appointment to the office of Director at any General Meeting office of Directors except in unless he or some Member intending to propose him as a certain cases Director, has, not less than fourteen days before the General Meeting, left at the registered office of the Company a notice in writing under his hand signifying his candidature for the office of Director or the intention of such Member to propose him as a candidate for that office along with the requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only) or such higher amount as the Board may determine, as permissible by Applicable Law. 192. Every person (other than a Director retiring by rotation or otherwise or a person who has left at the office of the Company a notice under Section 160 of the Act signifying his candidature for the office of a Director) proposed as a candidate for the office of a Director, shall sign and file with the Company, the consent in writing to act as a Director, if appointed. 193. Subject to such sanctions as required by Applicable Law, a Director may contract with Director or any related party as defined in Section 2 (76) of the the Company Act or other Applicable Law may enter into any contract or any arrangement with the Company. 194. Unless so required by Applicable Law, no sanction shall, however, be necessary for any contracts with a related party entered into on arm’s length basis. Where a contract complies with such conditions or indicia of arms’ length contracts as laid down in a policy on related party transactions framed by the Board in accordance with the Applicable Law, the contract shall be deemed to be a contract entered into on arm’s length basis. 494Sr. No. Particulars 195. A Director of the Company who is in any way, whether directly Disclosure of interest or indirectly concerned or interested in a contract or proposed contract or arrangement entered into or to be entered into by or on behalf of the Company, shall disclose the nature of his concern or interest at a meeting of the Board in the manner provided in Section 184(2) of the Act; provided that it shall not be necessary for a Director to disclose his concern or interest in any contract or arrangement entered into or to be entered into with any other body corporate where the Director of the Company either himself or in association with any other Director hold or holds less than two per cent of the shareholding in such other body corporate. 196. Subject to the provisions of Section 184 of the Act, no Director Interested Director not to shall as Director take any part in the discussion of, or vote on participate or vote in any contract or arrangement entered into by or on behalf of the Board’s proceeding Company, if he is in any way whether directly or indirectly concerned or interested in such contract or arrangement; nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void. 197. The Company shall keep a register of contracts or arrangements Register of contracts in in which directors are interested in accordance with the which Directors are provisions of Act. Such register shall be kept at the registered interested office of the Company and shall be preserved permanently be kept in the custody of the Company Secretary of the Company or any other person authorized by the Board for the purpose. 198. Such a Register shall be open to inspection at such office and extracts maybe taken therefrom and copies thereof may be provided to a Member of the Company on his request, within seven days from the date on which such request is made and upon the payment of Rs. 10 (Rupees Ten only) per page, as such higher amount as may be laid by the Board, as permitted by Applicable Law. 199. The Company shall keep at its registered office a register Register of Directors and containing the particulars of its Directors and Key Managerial Key Managerial Personnel Personnel, which shall include the details of Securities held by and their shareholding each of them in the Company or its holding, subsidiary, subsidiary of Company’s holding Company or associate companies in accordance to Section 170 of the Act and Applicable Law. 200. All cheques, promissory notes, drafts, hundis, bills of exchange Miscellaneous 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. PROCEEDINGS OF THE BOARD 201. The Directors may meet together as a Board from time to time Meetings of Board for the conduct of the business of the Company, adjourn or otherwise regulate its meetings, as it thinks fit. 202. A meeting of the Board shall be called by giving not less than seven days' notice in writing to every Director at his address registered with the Company and such notice shall be sent by hand delivery or by post or by electronic mode. 203. The notice of the meeting shall inform the Directors regarding the option available to them to participate through electronic mode and shall provide all the necessary information to enable the Directors to participate through such electronic mode. 495Sr. No. Particulars 204. Certain matters, as may be specified under the Applicable Law from time to time, shall not be dealt with in a meeting of the Board through video conferencing or other audio visual means. 205. A meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one Independent Director, if any, shall be present at the meeting, or in case of absence of Independent Directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director. 206. The Board shall so meet at least once in every four months and at least four such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their meetings as they think fit. 207. 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. The names of Directors who have participated in Board meetings through electronic mode shall be entered and initialled by the Company Secretary, stating the manner in which the Director so participated 208. Subject to the provisions of the Act and Applicable Law, the Meetings of Board by Directors may participate in meetings of the Board otherwise Video/audio-visual through physical presence, electronic mode as the Board may conferencing from time to time decide and Directors shall be allowed to participate from multiple locations through modern communication equipment for ascertaining the views of such Directors who have indicated their willingness to participate by such electronic mode, as the case may be. 209. The Board may, by way of a resolution passed at a meeting, Regulation for meeting decide the venues where arrangements may be made by the through electronic mode Company, at the Company’s cost, for participation in Board meetings through electronic mode, as the case may be, in accordance to the provisions of the Act and Applicable Law. In case of a place other than such places where Company makes arrangements as above, the Chairperson may decline the right of a Director to participate through electronic mode in view of concerns of security, sensitivity and confidentiality of Board proceedings. Where the Chairperson so permits a Director to participate from a place other than the designated places where the Company has made the arrangements, the security and confidentiality of the Board proceedings shall be the responsibility of the Director so participating, and the cost and expense in such participation, where agreed to by the Chairperson, may be reimbursed by the Company. 210. Subject as aforesaid, the conduct of the Board meeting where a Director participates through electronic mode shall be in the manner as laid down in Applicable Law. 211. The rules and regulations for the conduct of the meetings of the Board, including for matters such as quorum, notices for meeting and agenda, as contained in these Articles, in the Act and/or Applicable Law, shall apply to meetings conducted through electronic mode, as the case may be. 212. Upon the discussions being held by electronic mode, as the case may be, the Chairperson or the Company Secretary shall record the deliberations and get confirmed the views expressed, pursuant to circulation of the draft minutes of the meeting to all Directors to reflect the decision of all the Directors participating in such discussions. 496Sr. No. Particulars 213. Subject to provisions of Section 173 of the Act and the Applicable Laws, a Director may participate in and vote at a meeting of the Board by means of electronic mode which allows all persons participating in the meeting to hear and see each other and record the deliberations. Where any Director participates in a meeting of the Board by any of the means above, the Company shall ensure that such Director is provided with a copy of all documents referred to during such Board meeting prior to the commencement of this Board Meeting. 214. The Managing Director or a Director may, and the Manager or When can a meeting be Company Secretary upon the requisition of Director(s) shall, at convened any time, summon a meeting of the Board. 215. Subject to the provisions of the Act, if within half an hour from Adjourned Meeting the time appointed for a meeting of the Board, a quorum is not present, the meeting, shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine. 216. The Board may elect a Chairperson and determine the period Chairperson for Board for which he is to hold office. The Managing Director may also Meetings be appointed by the Board as the Chairperson. 217. 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 numbers to be Chairperson of the meeting. 218. The quorum for a meeting of the Board shall be determined Quorum from time to time in accordance with the provisions of the Section 174 of the Act. If a quorum is not present within fifteen minutes from the time appointed for holding a meeting of the Board it shall be adjourned until such date and time as the Chairperson of the Board shall decide. 219. A meeting of the Board of which a quorum be present shall be Exercise of powers to be competent to exercise all or any of the authorities, powers and valid in meetings where discretions by or under these Articles for the time being vested quorum is present in or exercisable by the Board, or in accordance with Section 179 of the Act, the powers of the Company. 220. Save as otherwise expressly provided in the Act, questions Matter to be decided on arising at any meeting of the Board shall be decided by a majority of votes majority of votes. In case of an equality of votes, the Chairperson of the Board shall have a second or casting vote. 221. The Board may, subject to the provisions of the Act, from time Power to appoint to time and at any time delegate any of its powers to committees Committee and to delegate consisting of such Director or Directors as it thinks fit, and may powers from time to time revoke such delegation. Unless a power of the Board is not capable of being delegated, such power may be delegated by the Board to any officer or committee of officers as the Board may determine. 222. Any 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. 223. The meetings and the proceedings of any such Committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto, and are not superseded by any regulations made by the Board. 497Sr. No. Particulars 224. Save as otherwise expressly provided in the Act to be passed at Resolution without Board a meeting of the Board and subject to Section 175 of the Act or Meeting/ Resolution by Applicable Laws, a resolution shall be as valid and effectual as Circulation if it had been passed at a meeting of the Board or Committee of the Board, as the case may be, duly called and constituted, if a draft thereof in writing is circulated, together with the necessary papers, if any, to all the Directors, or to all the members of the Committee of the Board, as the case may be, at their addresses registered with the Company in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be), and has been approved by a majority of the Directors or members as 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 Board Meeting. Provided further that where the resolution has been put to vote at a Board Meeting, the consent or dissent of the Directors obtained by way of resolution by circulation shall be rendered void and given effect to. 225. All acts done in any meeting of the Board or of a Committee Acts of Board / Committee thereof or by any person acting as a Director, shall, valid notwithstanding notwithstanding that it may be afterwards discovered that there formal appointment 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 or had vacated office or that the appointment of any of them had been terminated by virtue of any provisions contained or in these Articles, be as valid as if every such Director or such person had been duly appointed and was qualified to be a Director and had not vacated his office or his appointment had not been terminated; provided that nothing in this Article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have been terminated. 226. The Company shall cause minutes of proceedings of every Minutes of proceedings of meeting of the Board and Committee thereof to be kept in such meeting of Board form by making within thirty days of the conclusion of every such meeting, entries thereof in the books kept for that purpose with their pages consecutively numbered in accordance to Section 118 of the Act or Applicable Laws. 227. Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such book shall be dated and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. 228. In no case shall the minutes of proceedings of a meeting be attached to any such book as aforesaid by a pasting or otherwise, if the minutes are kept in physical form. 229. The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. 230. Where the meeting of the Board takes place through electronic mode, the minutes shall disclose the particulars of the Directors who attended the meeting through such means. The draft minutes of the meeting shall be circulated among all the Directors within fifteen days of the meeting either in writing or 498Sr. No. Particulars in electronic mode as may be decided by the Board and/or in accordance with Applicable Laws. 231. Every Director who attended the meeting, whether personally or through electronic mode, shall confirm or give his comments in writing, if any, about the accuracy of recording of the proceedings of that particular meeting in the draft minutes, within seven days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed. 232. All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meetings. 233. The minutes shall also contain: 233.1. The names of the Directors present at the meeting; and 233.2. In the case of each resolution passed at the meeting the names of the Directors, if any, dissenting from or not concurring in the resolution. 234. Nothing contained in these Articles shall be deemed to require the inclusion in any such minutes of any matter which, in the opinion of the Chairperson of the meeting: 234.1. is, or could reasonably be regarded as defamatory of any person. 234.2. is irrelevant or immaterial to the proceedings; or 234.3. is detrimental to the interest of the Company. 235. The Chairperson shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this Article. 236. Minutes of meetings kept in accordance with the aforesaid provisions shall be evidence of the proceedings recorded therein. 237. Any Director of the Company may requisition for physical inspection of the Board Meeting minutes in accordance with the Applicable Law. 238. The Board may exercise all such powers of the Company and Powers of Board do all such acts, and things as are not, by the Act and Applicable Law made thereunder, or any other Act, or by the Memorandum, or by these Articles of the Company, required to be exercised by the Company in General Meeting subject nevertheless to these Articles, to the provisions of the Act and the Applicable Law made thereunder, or any other Act and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in General Meeting; but no regulations 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. 239. The Board may subject to Section 186 of the Act and provisions of Applicable Law made thereunder shall by means of unanimous resolution passed at meeting of Board from time to time, invest, provide loans or guarantee or security on behalf of the Company to any person or entity. 240. The Board of Directors shall exercise the following powers Restriction on powers of subject to the approval of Company by a Special Resolution: Board 240.1. to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings; 499Sr. No. Particulars 240.2. to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation; 240.3. to borrow money, where the money to be borrowed, together with the money already borrowed by the Company will exceed aggregate of its paid-up Share Capital and free-reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business; 240.4. to remit, or give time for the repayment of, any debt due from a Director. 241. The Board of Directors of a Company may contribute to bona Contribution to charitable fide charitable and other funds. A prior permission of the and other funds Company in general meeting by way of ordinary resolution shall be required for if the aggregate of such contributions in a financial year exceeds 5 % (five percent) of its average net profits for the three immediately preceding financial years 242. Without prejudice to the general powers conferred by Section Absolute powers of Board in 179(3) of the Act or Applicable Laws and so as not in any way certain cases to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions contained in these Articles or the Applicable Law, it is hereby declared that the Directors shall have the following powers; that is to say, power: 242.1. To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. 242.2. To pay any interest lawfully payable under the provisions of Section 40 of the Act. 242.3. To act jointly and severally in all or on any of the powers conferred on them. 242.4. To appoint and nominate any Person(s) to act as proxy for purpose of attending and/or voting on behalf of the Company at a meeting of any Company or association. 242.5. To comply with the provisions of Applicable Law which in their opinion shall, in the interest of the Company be necessary or expedient to comply with. 242.6. To make, vary and repeal bye-laws for regulation of business of the Company and duties of officers and servants. 242.7. Subject to Sections 179 and 188 of the Act, to purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorized to acquire, at or for such price or consideration and generally on such terms and conditions as they may think fit and in any such purchase or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory. 242.8. Subject to the provisions of the Act and Applicable Laws, to pay for any property, rights or privileges acquired by or services rendered to the Company, 500Sr. No. Particulars either wholly or partially, in Shares, bonds, Debentures, mortgages, or other securities of the Company, and such Shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon all or any part of the property of the Company and its uncalled Capital or not so charged; 242.9. To secure the fulfilment of any contracts or engagement entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled Capital for the Company being or in such manner as they may think fit; 242.10. To accept from any member, as far as may be permissible by law, a surrender of his Shares or any part thereof, on such terms and conditions as shall be agreed; 242.11. To borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of Debenture or Debenture stock, perpetual or otherwise charged upon all or any of the Company’s property (both present and future). 242.12. To open and deal with current account, overdraft accounts with any bank/banks for carrying on any business of the Company. 242.13. To appoint any Person (whether incorporated or not) to accept and hold in trust for the Company and property belonging to the Company, in which it is interested, or for any other purposes; and execute such deeds and do all such things as may be required in relation to any trust, and to provide for the remuneration of such trustee or trustees; 242.14. To institute, conduct, defend, compound, refer to arbitration or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due, and of any claim or demands by or against the Company. 242.15. To refer any claims or demands or differences by or against the Company or to enter into any contract or agreement for reference to arbitration, and observe, enforce, perform, compound or challenge such awards and to take proceedings for redressal of the same.; 242.16. To act as trustees in composition of the Company’s debtors and/or act on behalf of the Company in all matters relating to bankrupts and insolvents; 242.17. To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company. 501Sr. No. Particulars 242.18. Subject to the provisions of Sections 179 and 186 of the Act, to invest and deal with any moneys of the Company not immediately required for the purpose thereof upon such security (not being Shares of this Company), or without security and in such manner as they think fit, and from time to time to vary the size of such investments. Save as provided in Section 187 of the Act, all investments shall be made and held in the Company’s own name; 242.19. To execute in the name and on behalf of the Company in favor of any Director or other person who may incur or be about to incur any personal liability whether as principal or surety, for the benefit of the Company, such mortgages of the Company’s property (present or future) as they think fit, and any such mortgage may contain a power of sale and such other powers, provisions, covenants and agreements as shall be agreed upon. 242.20. To determine from time to time who shall be entitled to sign, on the Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividends, warrants, releases, contracts and documents and to give the necessary authority for such purpose; 242.21. Subject to provisions of Applicable Law, to give a Director or any officer or any other person whether employed or not by the Company, share or shares in the profits of the Company, commission on the profits of any particular business or transaction; and to charge such bonus or commission as part of the working expenses of the Company; 242.22. To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company and their wives, widows and families or the dependents or connections of such persons by building or contributing to the building of houses, dwellings or by grants of money, pension, gratuities, allowances, bonus or other payments, or by creating and from time to time subscribing or contributing to provident and other associations, institutions; funds or trusts and by providing or subscribing or contributing towards places of instructions and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board shall think fit; 242.23. To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or objects which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation, or of public and general utility or otherwise; 242.24. Subject to the provisions of the Act to appoint, and at their discretion remove or suspend such general managers, managers, secretaries, assistants, supervisor, clerks, agents and servants of permanent, 502Sr. No. Particulars temporary or special services as they may for time to time think fit, and to determine their powers and duties and fix their salaries or emoluments or remuneration, and to require security in such instances and to such amount as they may think fit also from time to time provide for the management and transaction of the affairs of the Company in any specified locality in India, or elsewhere in such manner as they think fit; and the provisions contained in the four next following sub-clauses shall be without prejudice to the general powers conferred by this sub-clause. 242.25. To comply with the requirements of any local law which in their opinion it shall, in the interest of the Company, be necessary of expedient of comply with; 242.26. Subject to applicable provisions of the Act and Applicable Law, to appoint purchasing and selling agents for purchase and sale of Company’s requirement and products respectively. 242.27. From time to time and at any time to establish any local board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint any persons to the members of such local boards and to fix their remuneration. 242.28. Subject to Section 179 & 180 of the Act from time to time and at any time, delegate to any person so appointed any of the powers, authorities and discretion for the time being vested in the Board, other than their power to make calls or to make loans or borrow or moneys, and to authorize the Members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms and subject to such conditions as the Board may think fit, and the Board may at any time remove any person so appointed, and may annul or vary any such delegation. 242.29. At any time and from time to time by power of attorney, of the Company, to appoint any person or persons to be the Attorney or Attorneys of the Company, for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Board under these Presents and excluding the powers to make calls and excluding also, except in their limits authorized by the Board, the power to make loans and borrow money’) and for’ such period and subject to such conditions as the Board may from time to time think fit; and any such appointment may (if the Board thinks fit) be made in favor of the members or any of the Members of any Local Board, established as aforesaid or in favor of any Company, or the Shareholders, Directors, nominees or managers of any Company or firm or otherwise in favor of any fluctuating body of persons whether nominated directly by the Board and any such 503Sr. No. Particulars power of Attorney may contain such powers for the protection or convenience of persons dealing with such attorneys as the Board may think fit and may contain powers enabling any such delegates or attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them; 242.30. Subject to Sections 184 and 188 of the Act, for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company to enter into all such contracts, agreements and to execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient; 242.31. Subject to the provisions of the Act, the Board may pay such remuneration to Chairperson / Vice Chairperson of the Board upon such conditions as they may think fit. 242.32. To take insurance of any or all properties of the Company and any or all the employees and their dependants against any or all risks. 242.33. To take insurance on behalf of its managing Director, whole-time Director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary or any officer or employee of the Company for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company. 242.34. 1) 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 think 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. 2) 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. MANAGING DIRECTOR AND /OR WHOLE TIME DIRECTOR 243. Subject to the provisions of the Act and of these Articles, the Board may appoint Board shall have power to appoint from time to time any of its Managing Director(s) member or members as Managing Director(s) of the Company for fixed term not exceeding five years at a time and upon such terms and conditions as the Board thinks fit and subject to the provisions of these Articles the Board may by resolution vest in such Managing Director(s) such of the powers hereby vested in 504Sr. No. Particulars the Board generally as it thinks fit, and such powers may be made exercisable for such period or periods and upon such conditions and subject to such restrictions as it may determine. 244. Subject to the Article above, the powers conferred on the Managing Director shall be exercised for such objects and purpose and upon such terms and conditions and with such restrictions as the Board may think fit and it may confer such powers either collateral with or to the exclusion of and in substitution of all or any of the powers of the Board in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers. The Managing Director shall not exercise any powers under Section 179 of Act except such powers which can be delegated under the Act and specifically delegated by a resolution of the Board. 245. The managing director/whole time director shall subject to the Power and Duties of supervision, control and direction of the Board and subject to management Director or the provisions of the Act, exercise such powers as are whole –Time Director exercisable under these Articles by the Board of Directors, as they may think fit and confer such power for such time and to be exercised as they may think expedient and they may confer such power either collaterally with or to the exclusion of any such substitution for all or any of the powers of the Board of Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any such powers. The managing Directors/ whole time Directors may exercise all the powers entrusted to them by the Board of Directors in accordance with the Board's direction. Reimbursement of Expenses The managing Directors/whole-time Directors shall be entitled to charge and be paid for all actual expenses, if any, which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs d the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. 246. The Board of Directors may, subject to Section 179 of the Act, Restriction on Management entrust to and confer upon a Managing or whole time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions, as they may think fit and either collaterally with or to the exclusion of their own powers and may, from time to time, revoke, withdraw or alter or vary all or any of such powers. 247. A Managing or whole time Director may be paid such Remuneration to Managing remuneration, whether by way of monthly payment, or Directors/ Whole time participation in profits, or by any or all these modes, or any Directors other mode not expressly prohibited by the Act, as the Board of Directors may determine. POWER TO AUTHENTICATE DOCUMENTS 248. Subject to the Applicable Law, any Director or the Company Secretary or any officer appointed by the Board for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any books, records, documents and accounts relating to the business of the Company and to certify copies or extracts thereof; and where any books, records documents or accounts are then, at the office, the local manager or other officer of the Company having the custody thereof, shall be deemed to be a person appointed by the Board as aforesaid. 505Sr. No. Particulars 249. Document purporting to be a copy of resolution of the Board or an extract from the minutes of meeting of the Board which is certified as such in accordance with the provisions of the preceding Article shall be conclusive evidence in favor of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be that extract is a true and accurate records of a duly constituted meeting of the Directors. THE SEAL 250. The Board may, in its absolute discretion, adopt a common seal for the Company. 251. The Board shall provide for the safe custody of the Seal, if adopted and shall have the power from time to time to destroy the same and substitute a new Seal in lieu thereof and the Seal shall never be used except by the authority of the Board or a Committee of the Board previously given. The Company shall also be at liberty to have an official Seal for use in any territory, district or place outside India. 252. The Seal of the Company, if any, shall not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Board authorized by it in that behalf, and except in the presence of such Directors or such other person as the Board may specify/appoint for the purpose; and the Director. MANAGEMENT OUTSIDE INDIA AND OTHER MATTERS 253. Subject to the provisions of the Act, the following shall have effect: 253.1. The Board may from time to time provide for the management of the affairs of the Company outside India (or in any specified locality in India) in such manner as it shall think fit and the provisions contained in the four next following paragraphs shall be without prejudice to the general powers conferred by this paragraph. 253.2. Subject to the provisions of the Act, the Board may at any time establish any local Directorate for managing any of the Delegation. affairs of the Company outside India, and may appoint any person to be member of any such local Directorate or any manager or agents and may fix their remuneration and, save as provided in the Act, the Board may at any time delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in the Board and such appointment or delegation may be made on such terms and subject to such conditions as the Board may think fit and the Board may at any time remove any person so appointed and annual or vary any such delegations. 253.3. The Board may, at any time and from time to time by power of attorney, if any, appoint any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions not exceeding those which may be delegated by the Board under the Act and for such period and subject to such conditions as the Board may, from time to time, thinks fit, and such appointments may, if the Board thinks fit, be made in favor of the members or any of members of any local Directorate established as aforesaid, or in favor of the Company or of the members, Directors, 506Sr. No. Particulars nominees or officers of the Company or firm or In favor of any fluctuating body of persons whether nominated directly or indirectly by the Board, and any such Power of Attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys as the Board thinks fit. 253.4. Any such delegate or Attorney as aforesaid may be authorized by the Board to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them. 253.5. The Company may exercise the power conferred by the Act with regard to having an Official seat for use abroad, and such powers shall be vested in the Board, and the Company may cause to be kept in any state or country outside India, as may be permitted by the Act, a Foreign Register of Member or Debenture holders residents in any such state or country and the Board may, from time to time make such regulations not being inconsistent with the provisions of the Act, and the Board may, from time to time make such provisions as it may think fit relating thereto and may comply with the requirements of the local law and shall In any case comply with the provisions of the Act. POWER OF DIRECTOR FOR DECLARATION OF DIVIDENDS 254. The profits of the Company, subject to any special rights as to Division of profits dividends or authorized to be created by these Articles, and subject to the provisions of these Articles shall be divisible among the members in proportion to the amount of Capital paid-up on the Shares held by them respectively. 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.” Before recommending any Dividend, to set aside out of the profits of the Company such sums as they may think proper for depreciation or to Depreciation Fund, or to an Insurance Fund, or as a Reserve Fund, or Sinking fund, or any Special Fund to meet contingencies or to repay Debentures or Debenture stock, or for special dividends or for equalized dividends or for repairing, improving, extending and maintaining any of the property of the Company or for such other purpose (including the purposes referred to in the preceding clause), as the Board may, in their absolute discretion, think conducive to the interest of the Company, and subject to Section 179 of the Act, to invest the several sums so set aside or so much thereof as required to be invested upon such investments(other than Shares of the Company) as they may think fit, and from time to time to deal with and vary such investments and dispose of and apply and expand all or any part thereof for the benefit of the Company, in such manner and for such purpose as the Board in their absolute discretion think conducive to the interest of the Company, notwithstanding that the matters to which the Board apply or upon which they expend the same, or any part thereof, may be matters to or upon which the capital moneys of the Company might rightly be applied or expended; and to divide the reserve into such special Funds as the Board may think fit, with full power to transfer the whole, or any portion of a Reserve Fund or division of a Reserve Fund to another Reserve Fund or division, of a Reserve Fund and with full power to 507Sr. No. Particulars employ the assets constituting all or any of the above Funds, including the Depreciation Fund, in the business of the Company or in the purchase or repayment of Debentures or Debenture stock, and without being bound to keep the same, separate from the other assets ,and without being bound to pay interest on the same with power, however, to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper 255. The Company in general meeting may declare dividends to be The Company in general paid to members according to their respective rights, but no meeting may declare a Dividend shall exceed the amount recommended by the Board; Dividend the Company in general meeting may, however declare a smaller Dividend. No Dividend shall bear interest against the Company. 256. Subject to the provisions of the Act, the Dividend can be Dividend only to be paid out declared and paid only out of: of profits 256.1. Profits of the financial year, after providing depreciation; 256.2. Accumulated profits of the earlier years, after providing for depreciation; 256.3. Out of monies provided by Central or State Government for payment of Dividend in pursuance of a guarantee given by the Government. 257. If the Company has incurred any loss in any previous financial year or years, the amount of the loss or any amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year for which the Dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of the Act, or against both. 258. The Board may, before recommending any Dividend, set aside Transfer to reserve 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 equalising 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. 259. Such reserve, being free reserve, may also be used to declare dividends in the event the Company has inadequate or absence of profits in any financial year, in accordance to Section 123 of the Act and Applicable Law made in that behalf. The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. 260. Subject to the provisions of Section 123 of the Act and Interim Dividend Applicable Law, 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. 261. Where Capital is paid in advance of calls such Capital may Calls in advance not to carry carry interest but shall not in respect thereof confer a right to rights to participate in Dividend or participate in profits. profits 262. All dividends shall be apportioned and paid proportionately to Payment of pro rata the amounts paid or credited as paid on the shares during any Dividend portion or portions of the period in respect of which the Dividend is paid; but if any Share is issued on terms providing 508Sr. No. Particulars that it shall rank for Dividend as from a particular date such Share shall rank for Dividend accordingly. 263. The Board may deduct from any Dividend payable to any Deduction of money owed to member all sums of money, if any, presently payable by him to the Company the Company on account of calls or otherwise in relation to the shares of the Company. 264. A transfer of Share shall not pass the right to any Dividend Rights to Dividend where declared thereon before the registration of the transfer. shares transferred 265. The Board may retain the dividends payable in relation to such Dividend to be kept in Shares in respect of which any person is entitled to become a abeyance Member by virtue of transmission or transfer of Shares and in accordance sub-Section (5) of Section 123 of the Act or Applicable Law. The Board may also retain dividends on which Company has lien and may apply the same towards satisfaction of debts, liabilities or engagements in respect of which lien exists. 266. Notice of any Dividend that may have been declared shall be Notice of Dividend given to the persons entitled to Share therein in the manner mentioned in the Act. 267. Subject to the Applicable Law, any Dividend, interest or other Manner of paying Dividend monies payable in cash in respect of shares may be paid by any electronic mode to the shareholder entitled to the payment of the Dividend, or by way of 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. 268. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or Warrant or pay-slip or receipt lost in transmission, or for any Dividend lost to the member of person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any pay-slip or receipt or the fraudulent recovery of the Dividend by any other means. 269. Any one of two or more joint holders of a Share may give Receipts for Dividends effective receipts for any dividends, bonuses or other monies payable in respect of such Share. 270. No unclaimed Dividend shall be forfeited by the Board unless Rights to dividend and the claim thereto becomes barred by law and the Company shall unpaid or unclaimed comply with the provision of Sections 124 and 125 of the Act dividend in respect of all unclaimed or unpaid dividends. 271. Subject to the Act, no Member shall be entitled to receive Deduction of Arrears payment of any interest or dividend in respect of his share or shares whilst any money may be due or owing from him to the Company in respect of such share or shares of or otherwise howsoever whether alone or jointly with any other person or persons and the Board may deduct from any dividend payable to any Members all sums of money, if any, presently payable by him to the Company on account of the calls or otherwise in relation to the shares of the Company. 272. The Board may retain dividends payable upon shares in respect Retention of Dividends of which any person is, under Articles 55 to 68 hereinbefore contained, entitled to become a Member, until such person shall become a Member in respect of such shares. 509Sr. No. Particulars 273. Any one of two or more joint holders of a share may give Receipt of Joint Holder effective receipt for any dividends, bonuses or other moneys payable in respect of such shares. 274. No dividend shall bear interest against the Company Dividend not to bear Interest ACCOUNTS 275. The Company shall keep at the registered office or at such other Directors to keep true place in India as the Board thinks fit, proper books of account accounts and other relevant books and papers and financial statement for every financial year in accordance with Section 128 of the Act. 276. Where the Board decides to keep all or any of the Books of Account at any place in India other than the registered office of the Company the Company shall within seven days of the decision file with the Registrar a notice in writing giving, the full address of that other place. 277. The Company shall preserve in good order the books of account relating to the period of not less than eight years preceding the current year together with the vouchers relevant to any entry in such Books of Account. 278. Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have complied with the preceding Article if proper Books of Account relating to the transactions effected at the branch office are kept at the branch office and proper summarized returns made up to date at intervals of not more than three months are sent by the branch office to the Company at its registered office or at any other place in India, at which the Company’s Books of Account are kept as aforesaid. 279. The books of account shall give a true and fair view of the state of affairs of the Company or branch office, as the case may be, and explain its transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting. The Books of Account and other books and papers shall be open to inspection by any Directors during business hours. 280. Subject to the provisions of Section 131 of the Act and the Preparation of revised Applicable Law made thereunder, the Board may require the financial statements or preparation of revised financial statement of the Company or a Boards’ Report revised Boards’ Report in respect of any of the three preceding financial years, if it appears to them that (a) the financial statement of the Company or (b) the report of the Board do not comply with the provisions of Section 129 or Section 134 of the Act. 281. The Board shall from time to time determine whether and to Places of keeping accounts 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. 282. 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. AUDIT 283. Statutory Auditors and Cost Auditors, if any, shall be appointed Auditors to be appointed and their rights and duties regulated in accordance with Sections 139 to 148 of the Act and Applicable Laws. Where applicable, a Secretarial Auditor shall be appointed by the Board and their rights and duties regulated in accordance with Sections 204 of the Act and Applicable Laws. 510Sr. No. Particulars 284. Subject to the provisions of Section 139 of the Act and Applicable Laws made thereunder, the Statutory Auditors of the Company shall be appointed for a period of five consecutive years. Provided that the Company may, at a General Meeting, remove any such Auditor or all of such Auditors and appoint in his or their place any other person or persons as may be recommended by the Board, in accordance with Section 140 of the Act or Applicable Laws. 285. The remuneration of the Auditors shall be fixed by the Remuneration of Auditors Company in Annual general meeting or in such manner as the Company in general meeting may determine. DOCUMENTS AND NOTICES 286. A document or notice may be served or given by the Company Service of documents and on any member either personally or sending it by post to him to notice his registered address or (if he has no registered address in India) to the address, if any, in India supplied by him to the Company for serving documents or notices on him or by way of any electronic transmission, as prescribed in Section 20 of the Act and Applicable Law made thereunder. 287. Where a document or notice is sent by post, services of the document or notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the document or notice, provided that where a member has intimated to the Company in advance that documents or notices should be sent to him under a certificate of posting or by registered post with or without acknowledgment due and has deposited with the Company a sum sufficient to defray the expenses of the doing so, service of the documents or notice shall not be deemed to be effected unless it is sent in the manner intimated by the member and such service shall be deemed to have been effected in the case of Notice of a meeting, at the expiration of forty-eight hours after the letter containing the document or notice is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post. 288. A document or notice may be served or given by the Company Notice to whom served in on or given to the joint-holders of a Share by serving or giving case of joint shareholders the document or notice on or to the joint-holders named first in the Register of Members in respect of the Share. 289. A document or notice may be served or given by the Company Notice to be served to on or to the persons entitled to a Share in consequence of the representative death or insolvency of a member by sending it through post in a prepaid letter addressed to him or them by name or by the title of representatives of the deceased or assignee of the insolvent or by any like description, at the address if any) in India supplied for the purpose by the persons claiming to be entitled, or (until such an address has been so supplied) by serving the document or notice in any manner in which the same might have been given if the death or insolvency had not occurred. 290. Documents or notices of every General Meeting shall be served Service of notice of General or given in the same manner hereinbefore on or to (a) every Meetings member of the Company, legal representative of any deceased member or the assignee of an insolvent member, (b) every Director of the Company and (c) the Auditor(s) for the time being of the Company. 291. Every person who, by operation of law, transfer or other means Members bound by notice whatsoever, shall become entitled to any Share, shall be bound by every document or notice in respect of such shares, which previously to his name and address being entered on the 511Sr. No. Particulars Register of Members, shall have been duly served on or given to the person from whom he drives his title to such shares. 292. Any document or notice to be served or given by the Company Documents or notice to be may be signed by a Director or some person duly authorized by signed the Board of Directors for such purpose and the signatures thereto may be written, printed or lithographed. WINDING UP 293. Subject to the provisions of the Act and Applicable Law: 293.1. 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, but subject to the rights attached to any preference Share Capital, divide among the contributories in specie any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories as the Liquidator, with the like sanction shall think fit. 293.2. 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. 293.3. 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. BONAFIDE EXERCISE OF MEMBERSHIP RIGHTS 294. Every Member and other Security holder will use rights of such Member/ Security holder as conferred by Applicable Law or these Articles bonafide, in best interest of the Company or for protection of any of the proprietary interest of such Member/security holder, and not for extraneous, vexatious or frivolous purposes. The Board shall have the right to take appropriate measures, and in case of persistent abuse of powers, expulsion of such Member or other Security holder, in case any Member/Security holder abusively makes use of any powers for extraneous, vexatious or frivolous purposes INDEMNITY 295. For the purpose of this Article, the following expressions shall have the meanings respectively assigned below: 295.1. “Claims” means all claims for fine, penalty, amount paid in a proceeding for compounding or immunity proceeding, actions, prosecutions, and proceedings, whether civil, criminal or regulatory; 295.2. “Indemnified Person” shall mean any Director, officer or employee of the Company, as determined by the Board, who in bonafide pursuit of duties or functions or of honest and reasonable discharges any functions as a Director, officer or employees, has or suffers any Claims or Losses, or against whom any Claims or Losses are claimed or threatened; 295.3. “Losses” means any losses, damages, cost and expense, penalties, liabilities, compensation or other awards, or any settlement thereof, or the monetary equivalent of a non-monetary suffering, arising in connection with any Claim; 512Sr. No. Particulars 296. Where Board determines that any Director, officer or employee Indemnification of the Company should be an Indemnified Person herein, the Company shall, to the fullest extent and without prejudice to any other indemnity to which the Indemnified Person may otherwise be entitled, protect, indemnify and hold the Indemnified Person harmless in respect of all Claims and Losses, arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of the Indemnified Person’s powers, duties or responsibilities as a Director or officer of the Company or of any of its subsidiaries, together with all reasonable costs and expenses (including legal and professional fees). 297. The Company shall further indemnify the Indemnified Person and hold him harmless on an ‘as incurred’ basis against all legal and other costs, charges and expenses reasonably incurred in defending Claims including, without limitation, Claims brought by, or at the request of, the Company and any investigation into the affairs of the Company by any judicial, governmental, regulatory or other body. 298. The indemnity herein shall be deemed not to provide for, or entitle the Indemnified Person to, any indemnification against: 298.1. Any liability incurred by the Indemnified Person to the Company due to breach of trust, breach of any statutory or contractual duty, fraud or personal offence of the Indemnified Person; 298.2. Any liability arising due to any benefit wrongly availed by the Indemnified Person; 298.3. Any liability on account of any wrongful information or misrepresentation done by the Indemnified Person 299. The Indemnified Person shall continue to be indemnified under the terms of the indemnities in this Deed notwithstanding that he may have ceased to be a Director or officer of the Company or of any of its subsidiaries. SECRECY 300. Every Director, manager, Auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Board of Directors, before entering upon the duties, sign a declaration pledging himself to observe strict secrecy respecting all bonafide transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any general meeting or by the law of the country and except so far as maybe necessary in order to comply with any of the provisions in these Presents and the provisions of the Act. 301. Subject to the provisions of these Articles and the Act, no member, or other person (not being a Director) shall be entitled to enter the property of the Company or to inspect or to examine the Company’s premises or properties of the Company without the permission of the Directors or to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be expedient in the interest of the Company to communicate. 513Sr. No. Particulars GENERAL POWER 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. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the SEBI Listing Regulations, the provisions of the SEBI Listing Regulations shall prevail over the Articles to such extent and the Company shall discharge all its obligations as prescribed under the SEBI Listing Regulations, from time to time.” 514PART B Sr. No. Particulars Notwithstanding anything to the contrary contained in Part A of these Articles, so long as the Agreement shall be in effect, the provisions of Part B of these Articles shall also apply. In the event of any conflict or inconsistency between the provisions of Part A and Part B of these Articles, the provisions of this Part B shall prevail over the provisions of Part A to the maximum extent permitted under the Act and other Applicable Law. In the event of listing of the Equity Shares of the Company, provisions contained in this Part B of these Articles shall automatically terminate and cease to have any force and effect and deemed to fall away on and from the date of listing of Equity Shares on the Recognized Stock Exchange(s). DEFINITIONS 1. In these Articles, the following words and expressions, unless inconsistent with the context, shall bear the meanings assigned hereto: (1) “Act” means the Companies Act, 2013, as amended, Act modified or re-enacted from time to time and shall include any statutory replacement or re-enactment thereof. (2) “Affiliate” shall mean (a) with respect to any Party, Affiliate any Person that directly or indirectly, owns or Controls, or is owned or Controlled by, or is under common ownership or Control with the Party or Person specified; ‘own’ means the beneficial ownership of or the ability to direct the voting of more than 50% (fifty percent) of the total share capital or rights to distributions on account of equity of the Party or Person; (b) with respect to any Party that is a natural person, any other Person who is a relative of such Party; and ‘Control’ has the same meaning ascribed to it in the Act. (3) “Agreement” shall mean the shareholders agreement Agreement dated August 13, 2024 entered into by the Company, the Promoters and the Investors, as amended from time to time in accordance with the provisions hereof, and shall include all the schedules, annexures and exhibits thereto. (4) “Applicable Law” or “Law” includes all statutes, Applicable Law or Laws enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, of any government, statutory authority, tribunal, board, court having jurisdiction over the matter in question in India or any other jurisdiction in which the Company carries on business, whether in effect as of the Execution Date or thereafter, or any recognized stock exchange(s) on which the Equity Shares may be listed. (5) “Articles” means the articles of association of the Articles Company as amended from time to time. (6) “Board” shall mean the board of directors of the Board Company as constituted from time to time. 515(7) “Business Day” shall mean a day (other than a Business Day Saturday or a Sunday) on which scheduled commercial banks are generally open for business in Mumbai. (8) “Charter Documents” shall mean with respect to a Charter Documents Person, the articles of association and memorandum of association, certificate of incorporation or similar organizational or incorporation documents, of such Person. (9) “Claim” means a demand, claim, action, or Claim proceeding made or brought by or against a Party, however arising. (10) “Closing” shall have the meaning ascribed to it in the Closing SSA. (11) “Competitor” shall mean any entity engaged in a Competitor business similar to the Business of the Company. (12) “Deed of Adherence” shall mean the deed in the form Deed of Adherence annexed hereto as Schedule V, to be signed by any third party who becomes a Shareholder in the Company. (13) “Definitive Agreements” means the Agreement, the Definitive Agreements SSA, the Restated Articles, and all other agreements and documents that may be executed by the Parties pursuant hereto and thereto. (14) “Director” shall mean a director of the Company Director appointed in accordance with the Agreement, the Articles and the Act. (15) “Equity Shares” means equity shares of the Company Equity Shares having a face value of INR 10 (Indian Rupees Ten only) each. (16) “Exit Price” shall mean an aggregate amount Exit Price equivalent to the sum of Subscription Amount plus IRR of 22% (twenty- two per cent) thereon, calculated from the Effective Date till the date of completion of the Third Party Sale, on a post-tax basis. (17) “Fair Market Value” shall mean the value of the Fair Market Value Equity Shares as determined by any internationally accepted pricing methodology for valuation of shares in accordance with Applicable Law. (18) “Governmental Authority” means any government, Governmental Authority any state or other political subdivision thereof, and includes any entity/bodies exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any other government authority, agency, department, board, commission or instrumentality of India and/or any jurisdiction in which the Company conducts business, or any political subdivision thereof, and any court, tribunal or arbitrator(s) of competent jurisdiction, and, any governmental or non-governmental self- regulatory organisation, agency or authority. (19) “Indemnified Party” shall have the meaning ascribed Indemnified Party to it under Clause 7.1(d)(a) of the Agreement. (20) “Indemnifying Party” shall have the meaning Indemnifying Party ascribed to it under Clause 7.1(d)(a) of the Agreement. (21) “Investor Exit Period” shall have the meaning Investor Exit Period ascribed to it under Clause (a) of the Agreement. (22) “Investor Shares” shall, with respect to each Investor, Investor Shares mean the Equity Shares held by such Investor. 516(23) “IPO” shall mean the initial public offering of the IPO Equity Shares on a Recognized Stock Exchange. (24) “IRR” means internal rate of return determined by IRR using the XIRR function in Microsoft Excel (or if such program is no longer available, such other software program for calculating internal rate of return reasonably acceptable to the Parties). (25) “Losses” means (a) any and all direct, suffered and Losses actual monetary (or where the context so requires, monetary equivalent of) damages, charges, fines, fees, penalties as per Applicable Law and out-of-pocket expenses (including without limitation, any liability imposed under any award, writ, order, judgment, decree or direction passed or made by any Governmental Authority) and (b) amounts paid in settlement, interest, court costs, reasonable costs of investigation, reasonable fees and expenses of legal counsel and accountants, in respect of any Claim. (26) “Memorandum” shall mean the Memorandum of Memorandum Association of the Company as originally framed or altered from time to time. (27) “Modification of Rights” shall have the meaning Modification of Rights ascribed to it under Clause (d)(a) of the Agreement. (28) “Person(s)” means any individual, sole Person(s) proprietorship, unincorporated association, unincorporated organization, firm, body corporate, corporation, company, partnership, unlimited or limited liability company, joint venture, Governmental Authority, business trust or trust or any other entity or organization. (29) “Purchaser” shall have the meaning ascribed to it Purchaser under Clause (a) of the Agreement. (30) “Recognized Stock Exchange” shall have the Recognized Stock Exchange meaning ascribed to the term ‘stock exchange’ under Securities Contract (Regulation) Act, 1956. (31) “Restated Articles” means the restated and amended Restated Articles Articles, which shall substantially be in conformity with the Definitive Agreements. (32) “Restatement Date” shall have the meaning ascribed Restatement Date to it under Clause (d)(a) of the Agreement. (33) “Rupees” or “Rs.” or “INR” means the Indian Rupee, Rupees or Rs. or INR the lawful currency of the Republic of India. (34) “Sale Price” shall have the meaning ascribed to it Sale Price under Clause (a) of the Agreement. (35) “Sale Shares” shall have the meaning ascribed to it Sale Shares under Clause (a) of the Agreement. (36) “Securities” shall mean Equity Shares, optionally, Securities compulsory, partly, cumulative, convertible or redeemable preference shares or debentures, and any other form of securities, as may be issued by the Company from time to time; (37) “Share Capital” shall mean the share capital of the Share Capital Company. (38) “Selling Shareholder” shall have the meaning Selling Shareholder ascribed to it under Clause (a) of the Agreement. (39) “Shareholders” shall mean collectively, (i) the Shareholders Promoters; (ii) the Investor; (iii) other persons whose names appear in Schedule II as shareholders; and such other Persons who may subsequently become 517shareholders of the Company, and the term “Shareholder” shall mean and refer to any one of the Shareholders. (40) “SSA” shall have the meaning ascribed to it under SSA Recital C of this agreement. (41) “Tag Along Right” shall have the meaning ascribed Tag Along Right to it under Clause (a) of the Agreement. (42) “Tag Election Notice” shall have the meaning Tag Election Notice ascribed to it under Clause (a) of the Agreement. (43) “Tag Notice” shall have the meaning ascribed to it Tag Notice under Clause (a) of the Agreement. (44) “Tag Shares” shall have the meaning ascribed to it Tag Shares under Clause (a) of the Agreement. 2. INTERPRETATION The following rules of interpretation shall apply in these Articles unless the context requires otherwise or is expressly specified otherwise: (1) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of these Articles; (2) references to one gender includes all genders; (3) any reference to any enactment or statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment; (4) words in the singular shall include the plural and vice versa, as the context may permit; (5) any reference to an Article, Schedule or Paragraph shall be deemed to be a reference to an Article, Schedule or Paragraph of these Articles; (6) references to an agreement or document shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and, if applicable, of these Articles with respect to amendments; (7) reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision; (8) the expression ‘agreed’ in relation to any document shall mean the document in such form and substance as agreed between the Company and the Investors, and initialled for the purpose of identification by each of them; (9) the words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to these Articles as a whole (including any Schedules hereto) and not merely to the specific Article or paragraph in which such word appears; (10) “in writing” includes any communication made by letter or e-mail but excluding text messaging via mobile phones or application software; 518(11) unless otherwise specified, references to days, months and years are to calendar days, calendar months and calendar years, respectively; (12) when any number of days is prescribed in these Articles, the same shall be reckoned exclusive of the first and inclusive of the last day. (13) time is of the essence in the performance of the Parties’ respective obligations. If anytime period specified herein is extended, such extended time shall also be of the essence; (14) No provisions of these Articles shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof. (15) To the extent these Articles are in conflict with or are inconsistent with the terms and conditions of the Agreement, the provisions of the Agreement shall prevail and the Company, Promoters and the Investors shall take such steps as may be reasonably necessary to alter these Articles as soon as is practicable so as to eliminate such conflict or inconsistency. Till such time as such conflict or inconsistency in the Articles has not been resolved, the Shareholders shall not act on such conflicting or inconsistent provisions of the Articles. 3. MANAGEMENT OF THE COMPANY 3.1. Subject to the rights of the Parties contained in these Articles, the management of the Company shall rest with the Board of Directors. The Board shall be responsible for the overall direction and supervision of the management of the Company as mandated under the Act, these Articles and the Memorandum. 3.2. Meetings of the Board and Shareholders of the Company shall be in accordance with the Act and these Articles and shall be held at the registered office of the Company or at the place designated in the notice issued by the Company to the Board or Shareholders of the Company, as the case may be. 4. RESERVED MATTERS The Parties agree that in the event the Company is unable to provide an exit to the Investors during the Investor Exit Period, none of the reserved matters as listed below, shall be taken up, decided, acted upon, or implemented by the Company; nor any of the Reserved Matters shall be placed for a vote thereon at a meeting of the Board or Shareholders of the Company; nor any decision shall be taken by the Shareholders or the Board or any committee of the Board; nor shall the Company be bound/committed to any resolutions/transactions pertaining to the Reserved Matters unless the prior written consent of the Investors has been obtained by the Company: 4.1. Liquidation / dissolution / winding-up of the Company, 4.2. Any amendments to the Charter Documents of the Company. 4.3. Commencement of any new line of business by the Company that is totally unrelated to the Business. 4.4. Any merger, de-merger, strategic sale, amalgamation, re-organisation, reconstruction or consolidation of the Company. 5194.5. Any alteration in the Company’s Share Capital by way of issuance of fresh Equity Shares (other than by way of IPO) or reduction of Share Capital. 4.6. Entering into, amendment or termination of any related party transactions in excess of INR 25,00,00,000/- (Indian Rupees twenty-five crores only) in the aggregate in a financial year. 4.7. Entering into any transaction which lead to dilution of the rights of the Investor under the Definitive Agreements. 5. TRANSFER OF EQUITY SHARES 5.1. Restrictions on Transfer of Equity Shares (a) The Shareholders agree with each other that they shall sell, transfer, gift, assign, encumber, or otherwise dispose (“Transfer”) the Equity Shares owned by them to any Person only in the manner and as permitted under these Articles. (b) Subject to Article 5.2 below, any Transfer or attempt to Transfer any Equity Shares in violation of this Article 5.1 shall be null and void ab initio and shall be a material breach for the purposes of these Articles and the Company shall (a) not register such erroneous Transfer; and (b) reject and reverse such erroneous Transfer made or attempted, suo moto, without necessity of a Board decision and may institute proceedings for this purpose, if required by Applicable Law. 5.2. Permitted Transfers (a) Notwithstanding the provisions of Article 5.1, (i) a Shareholder shall have the option, at his sole discretion, at any time to Transfer the Equity Shares held by him to an Affiliate provided that such Affiliate executes a Deed of Adherence to abide by the terms and conditions of the Agreement; and (ii) a Promoter shall have the option, at his sole discretion, at any time to Transfer the Equity Shares held by him to an Affiliate provided that such Affiliate executes a Deed of Adherence to abide by the terms and conditions of the Agreement or to another Shareholder (other than Investor). Any Transfer of Equity Shares under this Clause 5.2(a) shall be effective provided that at least 10 (ten) days’ prior written notice is given by the Investor or the Promoter, as the case may be, to the other Shareholders and the Company. (b) The Promoters shall be entitled to Transfer up to an aggregate of up to 25% (Twenty-five percent) of their collective shareholding in the Share Capital, as on the Effective Date (“Permitted Transfer Limit”), without the prior written consent of the Investors subject to the following conditions: (i) The transferee of such Equity Shares shall execute a Deed of Adherence provided that such transferee shall not be entitled to receive any rights in the Company other than the rights attached to the Equity Shares acquired by such transferee; 520(ii) The transferee is a bona fide purchaser of good repute, having necessary means of financing to purchase the Equity Shares, shall not have been involved in any cases of fraud or moral turpitude and shall not pose a reputational risk to the Business and the Investors shall have been notified of the name and details of the transferee prior to effecting the Transfer under this Article; (iii) The Transfer of Equity Shares in the Company shall not take place at a price which is lower than the Fair Market Value of the Equity Shares; and (iv) Such Transfer by the Promoters shall not be made to a Competitor or to any Person who intends to carry on any activity similar to the Business. (c) Any sale of Equity Shares by the Promoters beyond the Permitted Transfer Limit shall require the prior written consent of the Investors and shall be subject to the Tag Along Right of the Investors as detailed in Article 5.4 below. 5.3. Right of First Offer (a) After the expiry of the Lock-in Period, in the event an Investor proposes to transfer any Equity Shares held by it in the Company, it shall first offer the said Equity Shares (“ROFO Shares”) to the other Shareholders (each, a “ROFO Holder”). (b) Prior to making any offer for Transfer of the ROFO Shares to any Person, the Investor shall send a written notice (“ROFO Notice”) to the ROFO Holders, informing the ROFO Holders of its intention to transfer the ROFO Shares and requesting the ROFO Holder to provide a price (“ROFO Price”) at which they shall be willing to acquire the ROFO Shares. (c) Upon receipt of the ROFO Notice, each ROFO Holder shall have the right exercisable at his sole discretion to provide the Investor with the ROFO Price in writing (“ROFO Price Notice”) for the purchase of the ROFO Shares by serving upon it a written notice in that regard within 15 (fifteen) Business Days of receipt of the ROFO Notice (“ROFO Notice Period”) on the terms and conditions mentioned in the ROFO Notice. (d) In the event that the ROFO Holders fail to provide the Investor with the ROFO Price Notice within the ROFO Notice Period, the Investor shall be free to transfer the ROFO Shares to any Person. (e) In the event that one or more ROFO Holders provides the Investor with a ROFO Price Notice within the ROFO Notice Period, then: (i) All references to “ROFO Price” shall mean the ROFO Price Notice with the highest price and references to “ROFO Holder” shall mean the ROFO Holder that offered the highest price. 521(ii) Investor may, at its sole discretion choose to accept the ROFO Price as provided in the ROFO Price Notice by tendering the ROFO Shares to the ROFO Holder, and simultaneous therewith on the same day, the ROFO Holder shall pay the Investor the consideration for the ROFO Shares at the ROFO Price. Such transfer shall occur within 30 (thirty) Business Days of expiry of the ROFO Notice Period. (iii) Investor may, at its sole discretion, choose to reject the ROFO Price provided in the ROFO Price Notice and may transfer the ROFO Shares to any Person, provided that the price paid by such Person to the Investor shall be greater than the ROFO Price subject to the following conditions: - The transferee of such ROFO Shares shall execute a Deed of Adherence provided that such transferee shall not be entitled to receive any rights in the Company other than the rights attached to the ROFO Shares acquired by such transferee; - The transferee is a bona fide purchaser of good repute, having necessary means of financing to purchase the ROFO Shares, shall not have been involved in any cases of fraud or moral turpitude and shall not pose a reputational risk to the Business in the reasonable opinion of the Board; - Such Transfer by the Investor shall not be made to a Competitor or to any Person who intends to carry on any activity similar to the Business. 5.4. Tag Along Right (a) If any Promoters (each a “Selling Shareholder”) propose(s) to sell any Equity Shares held by him (“Sale Shares”) to a third party (“Purchaser”), such Promoters shall send a written notice (“Tag Notice”) to the Investors, informing them of his intention to sell the Sale Shares to the Purchaser along with the price (“Sale Price”) and other terms and conditions of the proposed sale. Upon receipt of the Tag Notice, each Investor shall have the right (but not the obligation) to sell up to such number of Investor Shares held by it as is pro rata to the Sale Shares being sold by the Promoters (“Tag Shares”) at the Sale Price (the “Tag Along Right”) by way of a written notice to the Promoters (“Tag Election Notice”) within 15 (fifteen) Business Days of receipt of the Tag Notice specifying the number of Tag Shares that the Investor seeks to sell to the Purchaser. 522(b) Upon receipt of the Tag Election Notice from the Investor(s), the Promoters shall ensure that the Purchaser completes the purchase of the Tag Shares of such Investor(s) on the same terms and conditions as offered to the Promoters. The Promoters shall transfer the Sale Shares to the Purchaser at the Sale Price and on the terms mentioned in the Tag Notice simultaneous with the Tag Shares of the Investors in accordance with this Article. (c) The Promoters shall ensure that the transfer of the Sale Shares and Tag Shares is completed within a period of 90 (ninety) days from the date of the Tag Notice. 6. EXIT RIGHTS 6.1. The Company and the Promoters shall, within the timelines as specified below, procure an exit for the Investors from the Company, on terms acceptable to the Investors, and in the manner set out below. 6.2. IPO (a) The Company and the Promoters shall take all possible measures to conduct an IPO to facilitate an exit of the Investor from the Company, within 12 (twelve) months from the Closing Date (“Investor Exit Period”) at such valuation as may be determined by an independent merchant banker appointed by the Company in this regard, in accordance with applicable law. (b) In the event of the IPO containing an ‘offer for sale’ component, the Investors shall have the right (but not the obligation) to offer the Investor Shares for sale in the IPO, in proportion to its respective shareholding and in priority to any other Shareholders. (c) The Promoters hereby agree to vote in favor of and to do all acts and deeds necessary for effecting the IPO, including offering such number of its Equity Shares, for a lock-in as may be required to meet the minimum lock-in requirements under the SEBI guidelines. The Company and the Promoters agree that the Investors are only financial investors in the Company and are not responsible for the day-to- day affairs of the Company. It being clarified that the Investors shall neither be considered as a ‘Promoter’ or ‘Controlling Shareholder’ in the offer documents nor shall it be required to offer any of the Investor Shares for lock-in (save and except as required under Applicable Law). (d) In the event that as a result of any Applicable Law: (i) the Investors have, in writing, consented to any alteration to its rights as set out in these Articles and/or the rights attaching to the Investor Shares (such alterations being, collectively, the “Modification of Rights”); and (ii) within 12 (twelve) months of the Modification of Rights or, if earlier, the date on which the IPO process is cancelled, withdrawn, discontinued or postponed (the “Restatement Date”), the IPO does not complete such that the entire issued share capital 523of the Company is not admitted to trading on a Recognized Stock Exchange by the end of such 12 (twelve) month period, the Company shall undertake all necessary actions to ensure that the Investors are placed in the same position and possesses the same rights they had the benefit of immediately prior to the Modification of Rights. (e) All costs and expenses relating to the IPO including statutory filing and registration fees, and fees for advisers and managers to the IPO, shall be borne by the Company and each of the Selling Shareholders on a pro rata basis, in proportion to the number of Equity Shares issued and allotted by the Company pursuant to the fresh issue and transferred by the Selling Shareholders pursuant to the offer for sale, in the manner as may be agreed between the parties, subject to applicable law. 6.3. If, for any reason whatsoever, the IPO has not been consummated within the Investor Exit Period in the manner contemplated in Article 6.2 (IPO), the Company and the Promoters, jointly and severally, shall procure an exit to be provided to the Investors either as per Article 6.4 (Third Party Sale) or Article 6.5 (Drag Along Right) within a period of 3 (three) months of expiry of the Investor Exit Period. It being clarified that each Investor may elect to remain a Shareholder in the Company by intimating his said intention in writing to the Company and the Promoters at any time before or after the Investor Exit Period expires. In the event any Investor provides such intimation or does not avail themselves of an exit option provided by the Company and the Promoters in accordance with Article 6.4 or Article 6.5, or on receipt of the foregoing intimation, the Company and the Promoters shall stand discharged from their obligation to provide an exit to such Investor. 6.4. Third Party Sale (a) The Company shall make best efforts to procure a valid, binding and written offer from any Person (“Third Party”), acceptable to the Investors acting reasonably, to acquire all (and not less than all) the Investor Shares (“Third Party Sale”), at the Exit Price. (b) The Investors shall sell their Investor Shares to the Third Party and the Third Party shall buy such Investor Shares from the Investors at the Exit Price, and the Company shall undertake all such steps as are necessary to give effect to the purchase of such Investor Shares by the Third Party from the Investors. (c) It is hereby clarified that the Investors shall not be required to provide any representations, warranties or indemnities whatsoever to the Third Party other than in relation to its authority and capacity, and title to the Investor Shares that are being transferred by such Investors. (d) The Company acknowledges that the prospective Third Party purchaser shall have the right to conduct business, financial and legal due 524diligence on the Company and to interact with the Directors and the senior employees of the Company for the purpose of evaluating the proposed Third Party Sale. The Company and the Promoters hereby consent to such right and shall provide all necessary assistance in this regard, to assist in the completion of such evaluation and in the Third Party Sale. (e) All costs and expenses in relation to the exercise of the Third Party Sale shall be borne by the Company. 7. INDEMNIFICATION 7.1. The Company and the Promoters (each an “Indemnifying Party”) hereby agree, jointly and severally, to indemnify and hold harmless the Investors (each an “Indemnified Party”) from and against and in respect of any and all direct Losses incurred as a reason of or resulting or arising from or in relation to: (i) any breach of any warranty or the inaccuracy of any material representation of the Indemnifying Party and/or disclosures contained in these Articles; or (ii) any breach by the Indemnifying Party, or failure by the Indemnifying Party to perform any of its material covenants or obligations contained in these Articles. 7.2. The Parties agree that the aggregate monetary liability of the Company and the Promoters to an Investor under this Article 7 shall not exceed the Subscription Amount invested by such Investor in accordance with the Definitive Agreements: provided that this limitation of liability shall not apply to the Losses or damages arising out of gross negligence, fraud, wilful misconduct or wilful misrepresentation by the Company or the Promoters. 7.3. Notwithstanding anything to the contrary contained in these Articles, the Indemnified Party shall be entitled to seek any non-monetary remedy under and pursuant to the Definitive Agreements. Such remedy shall be without prejudice, independent of and in addition to, such other rights and remedies as the Indemnified Party may have at Law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 525SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following documents and subsisting contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company), which are or may be deemed material were attached to the copy of the Red Herring Prospectus filed with the RoC and this Prospectus which is being filed with the RoC. Copies of the abovementioned documents and contracts and also the documents for inspection referred to hereunder, were available for inspection at the Registered Office between 10.00 a.m. and 5.00 p.m. on all Working Days and were made available on the website of our Company at https://www.aeroplanerice.com/investor-information/ from the date of the Red Herring Prospectus until the Bid/Issue Closing Date. I. Material Contracts for the Issue i. Issue Agreement dated June 27, 2025 entered into between our Company and the BRLMs ii. Registrar Agreement dated June 27, 2025 entered into between our Company and the Registrar to the Issue iii. Cash Escrow and Sponsor Bank Agreement dated March 12, 2026 amongst our Company, the BRLMs, the Syndicate Members, Escrow Collection Bank, Public Issue Account Bank, Sponsor Banks, Refund Bank, Bankers to the Issue and the Registrar to the Issue iv. Syndicate Agreement dated March 12, 2026 entered into amongst our Company, the BRLMs, the Registrar to the Issue and the Syndicate Members v. Underwriting Agreement dated March 28, 2026 entered into amongst our Company and the Underwriters vi. Monitoring Agency Agreement dated January 29, 2026 entered into between our Company and the Monitoring Agency II. Material Documents i. Certified copies of the Memorandum of Association and Articles of Association of our Company, as amended until date ii. Certificate of incorporation dated August 29, 2003 issued by the Registrar of Companies, N.C.T of Delhi & Haryana iii. Certificate of commencement of business of our Company dated May 13, 2004 issued by the Registrar of Companies, N.C.T of Delhi & Haryana. iv. Resolution of our Board dated June 13, 2025 approving the Issue and other related matters v. Resolution of our Shareholders dated June 16, 2025 authorizing the Issue and other related matters vi. Resolution of our Board dated June 27, 2025 taking on record and approving this DRHP for filing with SEBI and the Stock Exchanges vii. Resolution of our Board dated March 12, 2026 taking on record and approving this RHP for filing with SEBI and the Stock Exchanges viii. Resolution of our Board dated March 28, 2026 taking on record and approving this Prospectus. ix. Resolution of our Audit Committee dated March 12, 2026 approving the Key Performance Indicators disclosed in this Prospectus. x. Certificate dated March 12, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company certifying the Key Performance Indicators disclosed in this Prospectus 526xi. Certificate dated March 28, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company certifying (a) weighted average cost of acquisition, floor price and cap price, (b) weighted average price at which the Equity Shares were acquired by our Promoters in last one year preceding the date of this Prospectus, (c) weighted average cost of acquisition of all Equity Shares transacted in the three years, eighteen months and one year preceding the date of this Prospectus and (d) average cost of acquisition of Equity Shares of our Promoters. xii. Certificate dated March 12, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company certifying the outstanding borrowings of our Company. xiii. Certificate dated March 12, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company certifying the outstanding dues to our creditors. xiv. Copies of the annual reports of our Company for the Fiscals 2025, 2024 and 2023 and audited financial statements for the six months ended September 30, 2026. xv. Certificate dated March 12, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company certifying (a) our Company’s existing working capital requirements as at September 30, 2025, and for the financial year ended March 31, 2025, March 31, 2024, and March 31, 2023, derived from the audited standalone financial statements of our Company, (b) our Company’s estimated working capital requirements for the Fiscals 2026 and 2027 and (c) our Company’s estimated, actual and projected holding period and justifications of such holding period levels. xvi. Certificate dated March 12, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company, in relation to the discrepancies, errors, non-filings and records of the Company in terms of the provisions of Companies Act. xvii. Certificate dated March 12, 2026 issued by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company, to certify the utlisation of the proceeds received from the Pre-IPO Placement towards working capital requirements. xviii. The examination report dated December 29, 2025 of our Statutory Auditors, on the Restated Consolidated Financial Information, included in this Prospectus xix. The report on Statement of Special Tax Benefits dated March 12, 2026 from our Statutory Auditors on the statement of special tax benefits available to our Company, its Material Subsidiary and the Shareholders of our Company, included in this Prospectus xx. Consent of our Promoters, our Directors, the BRLMs, Legal Counsel to the Issue, Registrar to the Issue, Bankers to our Company, lenders to our Company Monitoring Agency, Company Secretary and Compliance Officer, Chief Financial Officer, Syndicate Members and Banker(s) to the Issue as referred to in their specific capacities. Consents from Underwriters will be taken at the appropriate stage. xxi. Consent dated March 12, 2026 received from the Statutory Auditors of our Company, namely, Pramod K. Sharma & Co, 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 Auditors, and in respect of (i) their examination report dated December 29, 2025 on the Restated Consolidated Financial Information; and (ii) their report dated March 12, 2026 on the statement of possible special tax benefits in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” and “consent” does not represent an “expert” or “consent” within the meaning under the U.S. Securities Act xxii. Consent dated March 12, 2026 from Dharam Vir Mehta, Independent Chartered Engineer, to include his name as an ‘expert’ as defined under Section 2(38) of the Companies Act to the extent and in his capacity as independent chartered engineer in respect of the certificate dated March 12, 2026, issued by him in connection with, inter-alia, on installed capacity, production capacity, actual production and capacity utilisation at our Unit I and Unit II and our Unit III, as included in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus 527xxiii. Consent dated March 12, 2026 from PWR Associates, Independent Practicing Company Secretaries, to include their name as an ‘expert’ as defined under Section 2(38) of the Companies Act to the extent and in its capacity as an independent practicing company secretary in respect of the certificate dated March 12, 2026 issued by it in connection with secretarial compliances of our Company inter alia, untraceable corporate records of our Company and such consent has not been withdrawn as of the date of this Prospectus xxiv. Report titled “Industry Report on Rice Industry” dated January 13, 2026 prepared by Care Analytics and Advisory Private Limited which has been commissioned by and paid for by our Company pursuant to an engagement letter dated April 16, 2025, exclusively for the purposes of the Issue. To access the report online, click https://www.aeroplanerice.com/investor-information/ xxv. Consent dated January 22, 2026 from Care Analytics and Advisory Private Limited issued for inclusion of their name and to reproduce the industry report titled “Industry Report on Rice Industry” dated January 13, 2026 in this Prospectus. To access the report online, click, https://www.aeroplanerice.com/investor- information/ xxvi. Tripartite Agreement dated September 27, 2024 entered into between our Company, NSDL and the Registrar to the Issue xxvii. Tripartite Agreement dated December 24, 2024 entered into between our Company, CDSL and the Registrar to the Issue xxviii. Shareholders’ Agreement dated August 13, 2024, read with the Amendment and Waiver Agreement dated January 15, 2026, entered into by our Company and Jagdish Kumar Suri, Rahul Suri, Ramnika Suri (the “Promoters”) and Ankit Jagdishbhai Agrawal (the “Investor”) and Share Subscription Agreement dated August 13, 2024, entered into by our Company and the Investor. xxix. Takeover Agreement dated January 14, 2005 entered between our Company and erstwhile M/s. Amir Chand Jagdish Kumar, a proprietorship firm constituted by its proprietor, Jagdish Kumar Suri, our Promoter. xxx. Deed of Assignment dated June 2, 2025 amongst Jagdish Kumar Suri (the “Assignor”) and the Company (the “Assignee”) whereby the Assignor transferred all his rights, title and interest, property and benefit in the intellectual properties held by him to the Assignee. xxxi. Board resolution dated September 5, 2025 adopted for determining terms of the appointment of the Whole-time Director. xxxii. Board resolution dated September 5, 2025 and employment agreement dated August 6, 2024 read with addendum to the employment agreement dated October 1, 2025 for determining terms of the appointment of the Managing Director. xxxiii. Confirmation dated January 29 2026, from the BRLMs in relation to the utilization of proceeds received from the Pre-IPO Placement. xxxiv. Due Diligence Certificate dated June 27, 2025 addressed to SEBI from the BRLMs. xxxv. In principle listing approvals each dated September 24, 2025 issued by National Stock Exchange of India Limited and BSE Limited. xxxvi. SEBI final observation letter bearing reference number SEBI/HO/CFD/RAC-DIL3/P/OW/2025/26180/1 dated October 8, 2025. 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 shareholder’s subject to compliance of the provisions contained in the Companies Act, 2013 and other relevant statutes. 528DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________ Jagdish Kumar Suri Chairman & Managing Director Place: Delhi Date: March 28, 2026 529DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________ Rahul Suri Whole-time Director Place: Delhi Date: March 28, 2026 530DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________ Ramnika Suri Non-Executive Non-Independent Director Place: Delhi Date: March 28, 2026 531DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________ Yogendra Kumar Singhal Independent Director Place: Delhi Date: March 28, 2026 532DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________ Gauri Shankar Independent Director Place: Delhi Date: March 28, 2026 533DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________ Rajni Independent Director Place: Delhi Date: March 28, 2026 534DECLARATION I hereby certify and declare that, all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by the Government of India or the regulations / guidelines issued by SEBI 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, disclosure or undertaking made in this Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR and the SEBI Act, each as amended, or rules made there under or regulations / guidelines issued, as the case may be. I further certify that all the disclosures and statements made in this Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY _______________________________ Anuj Verma Chief Financial Officer Place: Delhi Date: March 28, 2026 535