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DRAFT RED HERRING PROSPECTUS
Dated December 17, 2025
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
(Please scan this QR code to view the DRHP)
CRYSTAL CROP PROTECTION LIMITED
CORPORATE IDENTITY NUMBER: U72100GJ1994PLC097033
CORPORATE CONTACT TELEPHONE AND
REGISTERED OFFICE WEBSITE
OFFICE PERSON E-MAIL
206, 2nd Floor, Span Trade B-95, Wazirpur Vikram Tel: +91 11 49007100 www.crystalcropprotection.com
Centre Opp. Kochrab, Gandhi Industrial Area Singh E-mail:
Ashram, Near Paldi Char New Delhi 110 Company investor@crystalcrop.com
Rasta, Ashram Road 052, Delhi, Secretary
Ellisbridge, Ahmedabad 380 India and
006 Gujarat, India Compliance
Officer
PROMOTERS OF OUR COMPANY: NAND KISHORE AGGARWAL, ANKUR AGGARWAL, KOMAL AGGARWAL
AND ANKUR AGGARWAL KNK FAMILY TRUST
DETAILS OF OFFER TO THE PUBLIC
TYPE FRESH OFFER FOR TOTAL ELIGIBILITY AND RESERVATION AMONG QIBs, NIIs,
ISSUE SALE SIZE OFFER RIIs AND ELIGIBLE EMPLOYEES
SIZE(1) SIZE(1)
Fresh Issue [●] Equity Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the
and Offer for Shares of face 7,405,387 Shares of face Securities and Exchange Board of India (Issue of Capital and
Sale value of ₹10 Equity Shares value of ₹10 Disclosure Requirements) Regulations, 2018, as amended (“SEBI
each of face value of each ICDR Regulations”). For details, see “Other Regulatory and
aggregating ₹10 each aggregating Statutory Disclosures – Eligibility for the Offer” on page 608. For
up to ₹ aggregating to to ₹ [●] details of share allocation and reservation among Qualified
6,000.00 ₹ [●] million million Institutional Buyers (“QIBs”), Retail Individual Investors (“RIIs”),
million Non-Institutional Investors (“NIIs”) and Eligible Employees (as
defined hereinafter), see “Offer Structure” on page 630.
DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF
ACQUISITION
Weighted Average Cost of
Name of the Selling Number of Offered Shares/ Acquisition per Equity
Type of Selling Shareholder
Shareholder Amount (₹ in million) Share
(in ₹)^
Nand Kishore Aggarwal Promoter Selling Shareholder Up to 1,057,257 Equity Shares of Nil
face value of ₹10 each aggregating
to ₹[] million
Ankur Aggarwal Promoter Selling Shareholder Up to 2,114,500 Equity Shares of 23.51
face value of ₹10 aggregating to
₹[] million
Komal Aggarwal Promoter Selling Shareholder Up to 1,057,300 Equity Shares of 55.26
face value of ₹10 aggregating to
₹[] million
International Finance Investor Selling Shareholder Up to 1,191,124 Equity Shares of 240.99#
Corporation face value of ₹10 aggregating to
₹[] million
IFC Emerging Asia Fund, LP Investor Selling Shareholder Up to 1,985,206 Equity Shares of 240.99#
face value of ₹10 aggregating to
₹[] million
^As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate dated December 17, 2025.
# As of the date of this Draft Red Herring Prospectus, International Finance Corporation (“IFC”) and IFC Emerging Asia Fund, LP (“IFC Emerging Fund”) do not
hold any Equity Shares. An aggregate of 11,250,000 compulsorily convertible debentures held by IFC (“IFC CCDs”) and 18,750,000 compulsorily convertible debentures
held by IFC Emerging Fund (“IFC Emerging CCDs” and together with IFC CCDs, “CCDs”), will be converted into 4,668,285 Equity Shares and 7,780,525 Equity
Shares respectively, prior to the filing of the Red Herring Prospectus with the Registrar of Companies, Gujarat at Ahmedabad (“RoC”), in accordance with Regulation
5(2) of the SEBI ICDR Regulations. The above proposed conversion has been considered while computing the weighted average cost of acquisition of Equity Shares held
as on date of this Draft Red Herring Prospectus.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value
of the Equity Shares is ₹10 each. The Floor Price, the Cap Price and the Offer Price, as determined 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 in “Basis for Offer Price” on page 169, should
not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given
regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless
they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an
investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and
the Offer, including the risks involved. The Equity Shares of face value ₹10 have not been recommended or approved by the Securities
and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring
Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 41.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus
contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information
contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this
Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in
any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the
statements expressly made by the respective Selling Shareholder in this Draft Red Herring Prospectus to the extent of information
specifically pertaining to itself as a Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that
such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders,
severally and not jointly, assumes no responsibility, as a Selling Shareholder, for any other statement in this Draft Red Herring
Prospectus, including, inter alia, any of the statements made by or relating to our Company or our Company’s business or any other
Selling Shareholder or any other person(s).
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges, being BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE, and together with the BSE, the “Stock Exchanges”). For the purposes
of the Offer, the Designated Stock Exchange shall be [●].
DETAILS OF THE BOOK RUNNING LEAD MANAGERS
NAMES AND LOGOS CONTACT TELEPHONE AND E-MAIL
PERSON(S)
IIFL Capital Services Limited Jesica Thakkar/ Tel: +91 22 4646 4728
(formerly known as IIFL Pawan Kumar E-mail: crystalcrop.ipo@iiflcap.com
Securities Limited) Jain
DAM Capital Advisors Aanchal Wagle/ Tel: +91 22 4202 2500
Limited Puneet E-mail: crystalcrop.ipo@damcapital.in
Agnihotri
Motilal Oswal Investment Kunal Thakkar Tel: +91 22 7193 4380
Advisors Limited E-mail: crystalcrop.ipo@motilaloswal.com
REGISTRAR TO THE OFFER
NAME OF REGISTRAR CONTACT PERSON TELEPHONE AND E-MAIL
MUFG Intime India Private Limited Shanti Gopalkrishnan Tel: +91 81081 14949
(Formerly Link Intime India Private E-mail: crystalcrop.ipo@in.mpms.mufg.com
Limited)
BID/ OFFER PERIOD
ANCHOR INVESTOR [●] BID/ OFFER [●] BID/ OFFER CLOSES ON**# [●]
BIDDING DATE* OPENS ON*
* Our Company, in consultation with BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding
Date shall be one Working Day prior to the Bid/Offer Opening Date.
** Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs, one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations.
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
(1) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount aggregating up to ₹1,200.00
million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957(“SCRR”). The Pre-IPO
Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer
may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers
to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus. Our Company shall also
ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or entirety).DRAFT RED HERRING PROSPECTUS
Dated December 17, 2025
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
CRYSTAL CROP PROTECTION LIMITED
Our Company was originally incorporated as “Jai Bharat Crop Chemical Private Limited” as a private limited company under the provisions of the Companies Act, 1956, pursuant to a certificate of
incorporation dated July 13, 1994, issued by the Registrar of Companies, National Capital Territory (“NCT”) of Delhi and Haryana at New Delhi. Subsequently, the name of our Company was changed
to “Crystal Crop Protection Private Limited”, pursuant to a Board resolution dated September 1, 2010 and a special resolution passed by our Shareholders’ in the annual general meeting dated September
30, 2010, to reflect a better image and profile of the Company and to reflect the main objects of the Company and a fresh certificate of incorporation was issued by the Registrar of Companies, NCT of
Delhi and Haryana at New Delhi on November 4, 2010. Upon the conversion of our Company from a private limited company to a public limited company, pursuant to a Board resolution dated November
20, 2017 and a special resolution passed by our Shareholders in the extra-ordinary general meeting on December 13, 2017, the name of our Company was changed to “Crystal Crop Protection Limited”,
and a fresh certificate of incorporation dated January 3, 2018 was issued by the Registrar of Companies, Gujarat at Ahmedabad. For details of changes in the registered office of our Company, see
“History and Certain Other Corporate Matters - Changes in Registered Office” on page 358.
Corporate Identity Number: U72100GJ1994PLC097033
Registered Office: 206, 2nd Floor, Span Trade Centre Opp. Kochrab, Gandhi Ashram, Near Paldi Char Rasta, Ashram Road, Ellisbridge, Ahmedabad 380 006, Gujarat, India
Corporate Office: B-95, Wazirpur Industrial Area, New Delhi 110 052, Delhi, India
Contact Person: Vikram Singh, Company Secretary and Compliance Officer; Tel: +91 11 4900 7100; E-mail: investor@crystalcrop.com; Website: www.crystalcropprotection.com
PROMOTERS OF OUR COMPANY: NAND KISHORE AGGARWAL, ANKUR AGGARWAL, KOMAL AGGARWAL AND ANKUR AGGARWAL KNK FAMILY TRUST
INITIAL PUBLIC OFFERING OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF CRYSTAL CROP PROTECTION LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE
OF ₹ [●] PER EQUITY SHARE INCLUDING A SECURITIES PREMIUM OF ₹ [●] PER EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”). THE OFFER COMPRISES A FRESH
ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 BY OUR COMPANY AGGREGATING UP TO ₹ 6,000,00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 7,405,387 EQUITY SHARES OF FACE
VALUE OF ₹ 10 EACH AGGREGATING TO ₹[●] MILLION ( “OFFER FOR SALE”), COMPRISING AN OFFER FOR SALE OF UP TO 1,057,257 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹[●]
MILLION BY NAND KISHORE AGGARWAL, UP TO 2,114,500 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹[●] MILLION BY ANKUR AGGARWAL, UP TO 1,057,300 EQUITY SHARES OF FACE
VALUE OF ₹ 10 EACH AGGREGATING TO ₹[●] MILLION BY KOMAL AGGARWAL, UP TO 1,191,124 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹[●] MILLION* BY INTERNATIONAL FINANCE
CORPORATION AND UP TO 1,985,206 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹[●] MILLION* BY IFC EMERGING ASIA FUND, LP (COLLECTIVELY, THE “SELLING SHAREHOLDERS”).
* As of the date of this Draft Red Herring Prospectus, IFC and IFC Emerging Fund do not hold any Equity shares. An aggregate of 11,250,000 IFC CCDs and 18,750,000 IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and
7,780,525 Equity Shares, respectively prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) of the SEBI ICDR Regulations. For further details, see “Capital Structure – Notes to Capital Structure –
Compulsorily Convertible Debentures of our Company and terms of conversion of such Compulsorily Convertible Debentures” on page 122.
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A FURTHER ISSUE OF SPECIFIED SECURITIES TO CERTAIN INVESTORS FOR AN AMOUNT AGGREGATING UP TO ₹1,200.00 MILLION, AS
PERMITTED UNDER APPLICABLE LAWS PRIOR TO THE FILING OF THE RED HERRING PROSPECTUS WITH THE ROC. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY
OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH
ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION
OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO
GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER, OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER,
RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF
THE RED HERRING PROSPECTUS AND PROSPECTUS. OUR COMPANY SHALL ALSO ENSURE THAT THE PRE-IPO PLACEMENT, IF UNDERTAKEN, IS REPORTED TO THE STOCK EXCHANGES, WITHIN 24 HOURS
OF SUCH PRE-IPO PLACEMENT (IN PART OR ENTIRETY).
THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE
CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET
OFFER”. OUR COMPANY MAY IN CONSULTATION WITH THE BRLMS, OFFER A DISCOUNT OF UP TO [●]% TO THE OFFER PRICE (EQUIVALENT TO ₹[●] PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING
IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR
COMPANY, RESPECTIVELY.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED
ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER), AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED GUJARATI DAILY
NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND
SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days. In cases of force
majeure, banking strike or similar unforeseen circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days.
Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice and also by indicating the change on the websites of the BRLMs and at the
terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and Sponsor Bank(s), as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations
wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60%
of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which, 40%
shall be reserved in the following manner, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% shall be available for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic
Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds. In the event of under-subscription, or
non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate
basis only to Mutual Funds, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids
being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors ( “Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be available for
allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹1,000,000 and under-subscription
in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer
Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Investors (“Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer
Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID (defined
hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s), as the case may be. Anchor Investors are not permitted to participate in the
Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 635.
RISKS IN RELATION TO FIRST OFFER
This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10 each. The Floor Price, the Cap Price and the Offer Price, as determined 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 in “Basis for Offer Price” on page 169, should
not be considered to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/ or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares of face value ₹10 have not been recommended
or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 41.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts
responsibility for and confirms only the statements expressly made by such Selling Shareholder in this Draft Red Herring Prospectus to the extent of information specifically pertaining to itself as a Selling Shareholder and its respective portion of the
Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility, as a Selling
Shareholder, for any other statement in this Draft Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our Company or our Company’s business or any other Selling Shareholder or any other person(s).
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated [●] and
[●], respectively. For the purposes of the Offer, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4) and Section 32 of the Companies
Act, 2013. For further details, see “Material Contracts and Documents for Inspection” on page 681.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER
IIFL Capital Services Limited (formerly known as IIFL DAM Capital Advisors Limited Motilal Oswal Investment Advisors Limited MUFG Intime India Private Limited (Formerly Link
Securities Limited) Altimus 2202, Level 22 Motilal Oswal Tower Intime India Private Limited)
24th Floor, One Lodha Place Pandurang Budhkar Marg, Worli Rahimtullah Sayani Road C-101, Embassy 247
Senapati Bapat Marg, Lower Parel (W) Mumbai 400 018 Opposite Parel ST Depot, Prabhadevi L.B.S. Marg, Vikhroli (West)
Mumbai 400 013, Maharashtra, India Mumbai 400 025 Mumbai 400 083
Maharashtra, India Tel: + 91 22 4202 2500 Maharashtra, India Maharashtra, India
Telephone: +91 22 4646 4728 E-mail: crystalcrop.ipo@damcapital.in Tel: + 91 22 7193 4380 Tel: +91 81081 14949
E-mail: crystalcrop.ipo@iiflcap.com Website: www.damcapital.in E-mail: crystalcrop.ipo@motilaloswal.com E-mail: crystalcrop.ipo@in.mpms.mufg.com
Website: www.iiflcapital.com Contact Person: Aanchal Wagle/ Puneet Agnihotri Website: www.motilaloswalgroup.com Investor Grievance E-mail:
Contact person: Jesica Thakkar/ Pawan Kumar Jain Investor grievance e-mail: Contact Person: Kunal Thakkar crystalcrop.ipo@in.mpms.mufg.com
Investor grievance email: ig.ib@iiflcap.com complaint@damcapital.in Investor grievance e-mail: Website: www.in.mpms.mufg.com
SEBI registration no.: INM000010940 SEBI Registration No.: MB/INM000011336 moiaplredressal@motilaloswal.com Contact Person: Shanti Gopalkrishnan
SEBI Registration No: INM000011005 SEBI Registration No.: INR000004058
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE* [●] BID/ OFFER OPENS ON* [●] BID/ OFFER CLOSES ON**# [●]* Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer
Opening Date.
**Our Company, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 1
OFFER DOCUMENT SUMMARY ................................................................................................................. 21
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ................................................................................................................ 35
FORWARD-LOOKING STATEMENTS ........................................................................................................ 39
SECTION II – RISK FACTORS ...................................................................................................................... 41
SECTION III – INTRODUCTION ................................................................................................................... 99
THE OFFER ..................................................................................................................................................... 99
SUMMARY FINANCIAL INFORMATION ................................................................................................ 101
GENERAL INFORMATION ......................................................................................................................... 108
CAPITAL STRUCTURE ............................................................................................................................... 117
OBJECTS OF THE OFFER ........................................................................................................................... 149
BASIS FOR OFFER PRICE .......................................................................................................................... 169
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO OUR COMPANY AND ITS
SHAREHOLDERS ......................................................................................................................................... 184
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS FROM MATERIAL SUBSIDIARY ............... 197
SECTION IV – ABOUT OUR COMPANY ................................................................................................... 206
INDUSTRY OVERVIEW .............................................................................................................................. 206
OUR BUSINESS ............................................................................................................................................ 284
KEY REGULATIONS AND POLICIES IN INDIA ...................................................................................... 343
HISTORY AND CERTAIN OTHER CORPORATE MATTERS ................................................................. 358
OUR MANAGEMENT .................................................................................................................................. 389
OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 412
DIVIDEND POLICY ..................................................................................................................................... 418
SECTION V – FINANCIAL INFORMATION ............................................................................................. 419
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 419
OTHER FINANCIAL INFORMATION ........................................................................................................ 529
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................... 533
CAPITALISATION STATEMENT ............................................................................................................... 580
FINANCIAL INDEBTEDNESS .................................................................................................................... 581
SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 583
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ...................................... 583
GOVERNMENT AND OTHER APPROVALS ............................................................................................ 598
OUR GROUP COMPANIES ......................................................................................................................... 605
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 607
SECTION VII – OFFER INFORMATION ................................................................................................... 623
TERMS OF THE OFFER ............................................................................................................................... 623
OFFER STRUCTURE.................................................................................................................................... 630
OFFER PROCEDURE ................................................................................................................................... 635
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................. 656
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF OUR ARTICLES OF
ASSOCIATION ................................................................................................................................................ 657
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 681
DECLARATION ............................................................................................................................................ 686SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies or unless otherwise specified, the following terms and
abbreviations have the following meanings in this Draft Red Herring Prospectus, and references to any statute,
legislations, rules, guidelines, regulations, circulars, notifications, clarifications, directions, or policies shall
include any amendments, clarifications, modifications, replacements or re-enactments thereto, from time to time
and any reference to a statutory provision shall include any subordinate legislation made from time to time under
that provision. Further, the Offer related terms used but not defined in this Draft Red Herring Prospectus shall
have the meanings ascribed to such terms under the General Information Document (as defined hereinafter). In
case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document (as defined hereinafter), the definitions given below shall prevail.
Unless the context otherwise indicates, all references to “the Company”, and “our Company”, are references to
Crystal Crop Protection Limited, a public limited company incorporated in India under the Companies Act, 1956
with its Registered Office at 206, 2nd Floor, Span Trade Centre Opp. Kochrab, Gandhi Ashram, Near Paldi Char
Rasta, Ashram Road, Ellisbridge, Ahmedabad 380 006, Gujarat, India and Corporate Office at B-95, Wazirpur
Industrial Area, New Delhi 110 052, Delhi, India. Furthermore, unless the context otherwise indicates, all
references to the terms “we”, “us” and “our” are to our Company, Subsidiaries (as defined hereinafter) and the
Associate on a consolidated basis.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act, 2013, the SEBI ICDR
Regulations, the Securities Contracts (Regulation) Act, 1956 (“SCRA”), the SEBI Listing Regulations, the SEBI
Act, 1992, the Depositories Act, 1966 or the rules and regulations made thereunder, as applicable.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of
Possible Special Tax Benefits available to our Company and its Shareholders”, “Statement of Possible Special
Tax Benefits from Material Subsidiary”, “Our Business”, “Industry Overview”, “Key Regulations and
Policies in India”, “History and Certain Other Corporate Matters”, “Restated Consolidated Financial
Information”, “Financial Indebtedness”, “Outstanding Litigation and Other Material Developments”,
“Government and Other Approvals”, “Restrictions on Foreign Ownership of Indian Securities”, “Other
Regulatory and Statutory Disclosures” and “Description of Equity Shares and Terms of our Articles of
Association”on pages 149, 169, 184, 197, 284, 206, 343, 358, 419, 581, 583, 598, 656, 607 and 657, respectively,
shall have the meanings ascribed to such terms in the relevant sections.
Company Related Terms
Term Description
Ankur Aggarwal KNK Trust Deed of settlement dated October 29, 2025 amongst Nand Kishore Aggarwal as the
Deed settlor and Nand Kishore Aggarwal and Ankur Aggarwal, as the trustees of Ankur
Aggarwal KNK Family Trust.
Articles or Articles of The articles of association of our Company, as amended from time to time.
Association or AoA
Associate Company Target Genetics Company Limited
Audit Committee The audit committee of our Board, as described in “Our Management – Committees of
the Board of Directors – Audit Committee” on page 398.
Auditor or Statutory Auditor The current statutory auditor of our Company, namely, Walker Chandiok & Co LLP,
Chartered Accountants.
Aviral Chemicals and Others Scheme of amalgamation between our Company, Aviral Chemicals Private Limited, Jai
Amalgamation Scheme Shree Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds
Private Limited, Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds
Private Limited, filed by our Company before the National Company Law Tribunal
(Ahmedabad bench) approved pursuant to its order dated October 27, 2017.
Aviral Chemicals and Others Collectively, Aviral Chemicals Private Limited, Jai Shree Crop Science Private Limited,
Transferor Companies Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini Bioseeds and
Agritech Private Limited and Rohini AgriSeeds Private Limited.
Aviral Crop Science Scheme of demerger between our Company and Aviral Crop Science Private Limited
Arrangement Scheme filed by our Company before National Company Law Tribunal (Special Bench,
Bengaluru) and National Company Law Tribunal (Ahmedabad Bench) and approved
pursuant to their orders dated August 24, 2023 and October 18, 2023, respectively.
Balaji Saffire LLP Balaji & Saffire Crop Science LLP.
Bengaluru Seed Unit Our seed unit situated at 15/3A, Noojibail Nursery Ganakallu, Uttarahali Kengeri Road,
1Term Description
Srinivasapura, Bengaluru 560 060, Karnataka, India.
Bengaluru R&D Facility Our research and development facility situated at 15/3A, Noojibail Nursery Ganakallu,
Uttarahali Kengeri Road, Srinivasapura, Bengaluru 560 060, Karnataka, India and Sri
Krishna Nursery, Banashankari 6th Stage, Begaluru Urban District, Bengaluru 560 050,
Karnataka, India
Board or Board of Directors The board of directors of our Company, as described in “Our Management – Our
Board” on page 389.
CCDs Together, IFC CCDs and IFC Emerging CCDs.
Chairman and Managing The chairman and managing director of our Company, being Ankur Aggarwal. For
Director further details, see, “Our Management” on page 389.
Chairman Emeritus The Chairman Emeritus of our Company, being Nand Kishore Aggarwal. For further
details, see, “Our Management” on page 389.
Chief Financial Officer or CFO The chief financial officer of our Company, being Nitin Agarwal. For further details,
see, “Our Management” on page 389.
Company Secretary and The company secretary and compliance officer of our Company, being Vikram Singh.
Compliance Officer For further details, see “Our Management” on page 389.
Corporate Office The corporate office of our Company situated at B-95, Wazirpur Industrial Area, New
Delhi 110 052, Delhi, India.
Corporate Promoter Ankur Aggarwal KNK Family Trust.
Crystal Crop (Australia) Crystal Crop Protection (Australia) Pty Limited.
Crystal Crop (South Africa) Crystal Crop Protection South Africa Proprietary Limited
Crystal Techno Crystal Crop Techno Solutions Private Limited
Saffire Saffire Crop Science Private Limited
Devgen Assignment Agreement Deed of assignment of intellectual property rights dated March 27, 2018 entered into
between our Company and Devgen N.V.
Devgen Asset Transfer Asset transfer agreement dated March 27, 2018 entered into between our Company and
Agreement Devgen Seeds.
Devgen Seeds Devgen Seeds and Crop Technology Private Limited.
Director(s) The director(s) on our Board as described in “Our Management – Our Board” on page
389.
Dividend Policy The dividend distribution policy of our Company was approved and adopted by our
Board on June 29, 2021 and amended on February 25, 2022 and December 12, 2025.
Equity Shares The equity shares of our Company of face value of ₹ 10 each.
ESOP 2011 Crystal Crop Protection Limited - Employee Stock Option Plan 2011.
ESOP 2018 Crystal Crop Protection Limited - Employee Stock Option Plan 2018.
ESOP Schemes Together, ESOP 2011 and ESOP 2018.
Executive Director(s) The executive Directors on our Board, as disclosed in “Our Management–Our Board”
on page 389.
F&S Frost & Sullivan (India) Private Limited.
F&S Report Industry report titled “Independent Market Report on Agrochemicals & Seeds Industry”
dated December 16, 2025, prepared by Frost & Sullivan (India) Private Limited,
appointed by our Company pursuant to an engagement letter dated August 19, 2025,
exclusively commissioned by and paid for in connection with the Offer and is available
on the website of our Company at
https://www.crystalcropprotection.com/Crystal_Industry_report.pdf, and has also been
included in “Material Contracts and Documents for Inspection – Material
Documents” on page 681.
Group Company (ies) Companies (other than our Corporate Promoter and Subsidiaries) with which there were
related party transactions during the period as covered by the Restated Consolidated
Financial Information, as covered under relevant accounting standards (i.e., Ind AS 24)
and other companies as have been considered material by our Board in accordance with
the Materiality Policy as described in “Our Group Companies” on page 605.
Gujarat Formulation Unit The formulation unit of Saffire situated at Plot No 119/120, GIDC Vithal, Udyog Nagar
Moje Karamsad Anand, Gujarat 388 121, India.
Gujarat Technical Unit Our technical unit situated at Plot No. D-2/CH/14 at Dahej-II Industrial Estate, Dahej,
Vagra, Bharuch, Gujarat 392 130.
Haryana Formulation Unit Our formulation unit situated at Village and Post Office, Nathupur, Sonipat 131 029
Haryana, India.
Hyderabad Seed Unit Our seed unit situated at Gouraram village, Waragalmandal, Medak, Hyderabad 502
255, Telangana, India.
I&B Amalgamation Scheme Scheme of merger between our Company and I & B Seeds filed by our Company before
National Company Law Tribunal (Ahmedabad Bench) and approved pursuant to its
order dated November 17, 2025.
I & B Seeds I & B Seeds Private Limited, erstwhile subsidiary of our Company
2Term Description
I & B Sellers Collectively, Praveen Narayana Noojibail, Meera Noojibail, W Atlee Burpee Company.
IFC International Finance Corporation.
IFC CCDs 11,250,000 compulsorily and mandatorily convertible debentures of our Company of
face value ₹ 100 each allotted to IFC pursuant to a resolution approved by our Board
and Shareholders on March 23, 2022 and October 3, 2022 respectively.
IFC Emerging Fund IFC Emerging Asia Fund, LP.
IFC Emerging CCDs 18,750,000 compulsorily and mandatorily convertible debentures of our Company of
face value ₹ 100 each allotted to IFC Emerging Fund pursuant to resolutions of our
Board dated October 13, 2022 and October 21, 2022, respectively, and Shareholders
dated March 23, 2022.
Independent Director(s) Independent director(s) of our Company, as disclosed in “Our Management” on page
389.
Individual Promoters Collectively, Nand Kishore Aggarwal, Ankur Aggarwal and Komal Aggarwal.
Intellectual Property Consultant Gyanveer Singh and Karmveer of LexAnalytico Consulting
Investor Selling Shareholders Together, IFC and IFC Emerging Fund.
IPO Committee The IPO committee of our Board comprising Ankur Aggarwal, Anil Jain and Kavishwar
Vitthalrao Kalambe to facilitate the process of the Offer.
Jai Shriram Saffire LLP Jai Shriram Agro & Saffire Crop Science LLP
Jammu Formulation Units Together, Jammu Unit 1 and Jammu Unit 2.
Jammu Unit 1 Our formulation unit situated at SIDCO Industrial Complex, Bari Brahmana, Jammu
181 133, Jammu & Kashmir, India.
Jammu Unit 2 The formulation unit of Modern Papers situated at SIDCO Industrial Complex, Bari
Brahmana, Jammu 181 133, Jammu & Kashmir, India.
Key Managerial Personnel/ Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
KMP ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as disclosed in
“Our Management – Key Managerial Personnel and Senior Management – Key
Managerial Personnel” on page 407.
Kisan KSK Saffire LLP Kisan KSK & Saffire Crop Science LLP
KRDC Key Research Development Centre
KSK Saffire LLP KSK and Saffire Crop Science LLP
Maharashtra Technical Unit Our technical unit situated at G-54, Maharashtra Industrial Development Corporation
Industrial Estate, Butibori, Nagpur 441 108, Maharashtra, India.
Material Subsidiaries For the purpose of statement of special tax benefits available to our Company’s material
Subsidiary, Saffire Crop Science Private Limited has been identified as a material
subsidiary in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations. For
further details, see “Statement of Possible Special Tax Benefits from Material
Subsidiary” on page 197.
For the purposes of disclosures in “Other Financial Information” on page 529, Saffire
Crop Science Private Limited and Modern Papers have been identified as material
subsidiaries which are material in terms of the requirements specified under paragraph
11, I(A)(ii)(b) of Schedule VI of the SEBI ICDR Regulations.
Saffire Crop Science Private Limited has been identified as a material subsidiary for the
purposes of due diligence and disclosure of material approvals. For further details, see
“Government and Other Approvals” on page 598.
Materiality Policy The policy adopted by our Board at its meeting held on December 12, 2025 for
identification of companies considered material by our Company, for the purposes of
disclosure as Group Companies, material outstanding litigation and outstanding dues to
material creditors, in accordance with the disclosure requirements under the SEBI ICDR
Regulations.
Memorandum of Association/ The memorandum of association of our Company, as amended from time to time.
MoA
Metikheda Saffire LLP Shree Metikheda & Saffire Crop Science LLP
Naveen Saffire LLP Naveen Agro & Saffire Crop Science LLP
Neha Saffire LLP Neha & Saffire Crop Science LLP
Nexus Nexus Crop Science Private Limited, an erstwhile subsidiary of our Company
Nexus Amalgamation Scheme Scheme of merger between Nexus and Saffire filed by Nexus and Saffire before National
Company Law Tribunal (Ahmedabad Bench) and approved pursuant to its order dated
October 17, 2025.
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our
Committee Management – Committees of the Board of Directors – Nomination and
Remuneration Committee” on page 400.
Om Traders Saffire LLP Om Traders & Saffire Crop Science LLP
3Term Description
Pragat Saffire LLP Pragat Shetkari & Saffire Crop Science LLP
Prithvi Saffire LLP Shri Prithvi Agro & Saffire Crop Science LLP
Promoter Group The individuals and entities constituting the promoter group of our Company in terms
of Regulation 2(1)(pp) of the SEBI ICDR Regulations. See, “Our Promoters and
Promoter Group” on page 412.
Promoters Together, the Individual Promoters and Corporate Promoter. See, “Our Promoters and
Promoter Group” on page 412.
Promoter Selling Shareholders Collectively, Nand Kishore Aggarwal, Ankur Aggarwal and Komal Aggarwal.
Proposed Gujarat Plant Our proposed plant situated at Plot No. 902-4 Jhagadia, Gujarat Industrial Development
Corporation Estate, Ankleshwar 393 001, Gujarat, India.
Ramdeo Saffire LLP Ramdeo & Saffire Crop Science LLP
Registered Office The registered office of our Company situated at 206, 2nd Floor, Span Trade Centre Opp.
Kochrab, Gandhi Ashram, Near Paldi Char Rasta, Ashram Road, Ellisbridge,
Ahmedabad 380 006, Gujarat, India.
Registrar of Companies or RoC Registrar of Companies, Gujarat at Ahmedabad.
Restated Consolidated The restated consolidated financial information of our Company, (the Company its
Financial Information subsidiaries, step down subsidiaries, partnership firm and controlled trusts, together
referred to as “the Group”) and its associate comprising 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 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 for the Financial Years ended March 31, 2025, March 31, 2024
and March 31, 2023, the summary statements of material accounting policies and other
explanatory information and notes, prepared to comply in all material respects with Ind
AS as specified under Section 133 of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015 (as amended from time to time) presentation
requirements of Division II of Schedule III to the Companies Act, 2013 and other
relevant provisions of the Companies Act, 2013, as approved by the Board of Directors
of our Company at their meeting held on December 12, 2025 and restated in terms of
the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013;
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the Institute of Chartered Accountants of India (“ICAI”), as amended from time to
time (the “ICAI Guidance Note”).
Risk Management Committee The risk management committee of our Board as described in “Our Management -
Committees of the Board of Directors – Risk Management Committee” on page 403.
Selling Shareholder(s) Together, the Promoter Selling Shareholders and Investor Selling Shareholders.
Senior Management The senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
ICDR Regulations and as disclosed in “Our Management – Key Managerial Personnel
and Senior Management – Senior Management” on page 407.
Shareholders The shareholders of our Company from time to time.
Shareholders’ Agreement Shareholders’ agreement dated September 23, 2022 executed by and amongst our
Company, Nand Kishore Aggarwal, Kanak Aggarwal, Ankur Aggarwal, Komal
Aggarwal, Nand Kishore Aggarwal HUF, Crystal Crop Protection Employee Welfare
Trust, Kanak Nand Kishore Aggarwal Family Trust, IFC and IFC Emerging Fund,
together with the deed of adherence dated February 13, 2024 executed by Redson Retail
and Reality Private Limited and its addendum dated March 5, 2024 executed by and
amongst our Company, Nand Kishore Aggarwal, Ankur Aggarwal, Komal Aggarwal,
Nand Kishore Aggarwal HUF, Crystal Crop Protection Employee Welfare Trust, Kanak
Nand Kishore Aggarwal Family Trust, IFC, IFC Emerging Fund and Redson Retail and
Reality Private Limited read with the deeds of adherence, each dated December 5, 2025
executed by Ankur Aggarwal KNK Family Trust, Komal Aggarwal KNK Family Trust
and Pooja Bansal KNK Family Trust, as amended by way of the Waiver cum
Amendment Agreement.
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board as described in “Our
Committee Management – Committees of the Board of Directors – Stakeholders’ Relationship
Committee” on page 402.
Subsidiaries Our Company’s subsidiaries as on the date of this Draft Red Herring Prospectus,
namely:
4Term Description
1. Crystal Crop (Australia);
2. Crystal Crop (South Africa);
3. Crystal Crop Techno; and
4. Saffire.
In addition to the above, following entities are accounted for as subsidiaries in
accordance with Ind AS 110 in the Restated Consolidated Financial Information
included in this Draft Red Herring Prospectus. Since these entities are limited liability
partnership firms or partnership firms, they are not “subsidiaries” as defined under the
Companies Act, 2013.
1. Balaji Saffire LLP;
2. Jai Shriram Saffire LLP;
3. Kisan KSK Saffire LLP;
4. KSK Saffire LLP;
5. Metikheda Saffire LLP;
6. Modern Papers;
7. Naveen Saffire LLP;
8. Neha Saffire LLP;
9. Om Traders Saffire LLP;
10. Pragat Saffire LLP;
11. Prithvi Saffire LLP;
12. Ramdeo Saffire LLP;
13. Trimurti Saffire LLP; and
14. Vinayaka Saffire LLP.
Syngenta India Syngenta India Limited
Syngenta Business Transfer Business transfer agreement dated March 27, 2018 entered into between our Company
Agreement and Syngenta India.
Technical Pilot Unit Our technical pilot unit situated at Village and Post Office, Nathupur, Sonipat 131 029,
Haryana, India.
Telangana Seed Unit Our seed unit situated at Sy No. 118/4/1/2, Hakimpet Village, Masaipet Mandal, Medak
District 502 255, Telangana, India
Telangana R&D Facility Our research and development facility situated at Survey Number 130-133, Village
Chinnakanjerla, Patancheru Mandal, District Sanga Reddy 502 319, Telangana, India
Trimurti Saffire LLP Trimurti & Saffire Crop Protection LLP
Units Collectively, Jammu Formulation Units, Haryana Formulation Unit, Gujarat
Formulation Unit, Maharashtra Technical Unit, Gujarat Technical Unit, Technical Pilot
Unit, Telangana Seed Unit, Hyderabad Seed Unit and Bengaluru Seed Unit.
Vinayaka Saffire LLP Vinayaka Seeds & Saffire Crop Science LLP
Waiver cum Amendment Waiver cum amendment agreement dated December 17, 2025 to the Shareholders’
Agreement Agreement executed by and amongst our Company, Nand Kishore Aggarwal, Ankur
Aggarwal, Komal Aggarwal, Crystal Crop Protection Employee Welfare Trust, Redson
Retail and Reality Private Limited, Ankur Aggarwal KNK Family Trust, Komal
Aggarwal KNK Family Trust, Pooja Bansal KNK Family Trust, IFC and IFC Emerging
Fund
Whole-time Director(s) The whole-time directors of our Company as disclosed in “Our Management” on page
389.
Offer Related Terms
Term Description
Abridged Prospectus A memorandum containing such salient features of the prospectus as may be specified
by SEBI in this regard.
Acknowledgement Slip The slip or document issued by the respective Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form.
Allot or Allotment or Allotted Unless the context otherwise requires, allotment or transfer, as the case may be, of
Equity Shares offered pursuant to the Fresh Issue and transfer of the Offered Shares by
the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders.
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has
Bid in the Offer or is to be Allotted the Equity Shares after the approval of the Basis of
Allotment by the Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations and the Red Herring Prospectus, and who
5Term Description
has Bid for an amount of at least ₹ 100.00 million.
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors according to the
Price terms of the Red Herring Prospectus, which will be decided by our Company in
consultation with the BRLMs on the Anchor Investor Bid/Offer Bidding Date.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion and which will be considered as an application for Allotment in terms of the Red
Herring Prospectus under the SEBI ICDR Regulations.
Anchor Investor Bidding Date The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
Anchor Investors shall be submitted, prior to and after which the Book Running Lead
Managers will not accept any Bids from Anchor Investors and allocation to Anchor
Investors shall be completed.
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms
of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price
will be decided by our Company in consultation with the BRLMs.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later
than two Working Day after the Bid/ Offer Closing Date and no later than the time on
such day specified in the revised CAN.
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation
with the BRLMs, to Anchor Investors and the basis of such allocation will be on a
discretionary basis by our Company, in consultation with the BRLMs, in accordance
with the SEBI ICDR Regulations. Further, of which, 40% shall be reserved in the
following manner, (i) 33.33% shall be available for allocation to domestic Mutual
Funds, and (ii) 6.67% shall be available for Life Insurance Companies and Pension
Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance
Companies and Pension Funds at or above the Anchor Investor Allocation Price. In the
event of under-subscription in (ii) above, the allocation may be made to domestic Mutual
Funds.
ASBA or Application An application, whether physical or electronic, used by ASBA Bidders, other than
Supported by Blocked Amount Anchor Investors, to make a Bid and authorising an SCSB to block the Bid Amount in
the relevant ASBA Account and will include applications made by UPI Bidders where
the Bid Amount will be blocked upon acceptance of UPI Mandate Request by the UPI
Bidders.
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the
relevant ASBA Form which may be blocked by such SCSB or the account maintained
by a UPI Bidder linked to a UPI ID, which is blocked upon acceptance of a UPI Mandate
Request made by the UPI Bidders, to the extent of the Bid Amount of the ASBA Bidders.
ASBA Bid A Bid made by an ASBA Bidder.
ASBA Bidder(s) Any Bidder (other than an Anchor Investor).
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids which will be considered as the application for Allotment in terms of the Red
Herring Prospectus and the Prospectus.
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer
Account Bank(s) and the Sponsor Bank(s), as the case may be.
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
described in “Offer Procedure” on page 635.
Bid(s) An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to the submission of the Anchor Investor Application Form, to
subscribe to or purchase Equity Shares at a price within the Price Band, including all
revisions and modifications thereto, to the extent permissible under the SEBI ICDR
Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form.
The term ‘Bidding’ shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case
may be, upon submission of the Bid in the Offer, as applicable. In the case of RIIs
Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares
Bid for by such RIIs and mentioned in the Bid cum Application Form. However, Eligible
Employees applying in the Employee Reservation Portion can apply at the Cut-off Price
and the Bid Amount shall be Cap Price net of Employee Discount, if any, multiplied by
the number of Equity Shares Bid for by such Eligible Employee and mentioned in the
Bid cum Application Form.
6Term Description
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹500,000 (net of Employee Discount, if any). However, the
initial allocation to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000 (net of Employee Discount, if any). Only in the event of an
undersubscription in the Employee Reservation Portion post initial allocation, such
unsubscribed portion may be allocated on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of
Employee Discount, if any) subject to the maximum value of Allotment made to an
Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any).
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares
thereafter.
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, which shall be published in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●]
(a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a widely
circulated Gujarati daily newspaper, Gujarati being the regional language of Gujarat
where our Registered Office is located) each with wide circulation.
Our Company in consultation with the BRLMs, may consider closing the Bid/Offer
Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance
with the SEBI ICDR Regulations. In case of any revision, the revised Bid/ Offer Closing
Date will be widely disseminated by notification to the Stock Exchanges, by issuing a
public notice, and also by indicating the change on the websites of the BRLMs and at
the terminals of the Syndicate Members and communicated to the Designated
Intermediaries and the Sponsor Bank(s), and shall also be notified in an advertisement
in the same newspapers in which the Bid/ Offer Opening Date was published, as required
under the SEBI ICDR Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being [●], which shall be notified
in all editions of [●] (a widely circulated English national daily newspaper), all editions
of [●] (a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a
widely circulated Gujarati daily newspaper, Gujarati being the regional language of
Gujarat where our Registered Office is located) and in case of any revision, the extended
Bid/ Offer Opening Date also to be notified on the website and terminals of the Members
of the Syndicate and communicated to the Designated Intermediaries and the Sponsor
Bank(s), as required under the SEBI ICDR Regulations.
Bid/ Offer Period Except in relation to Bids received from Anchor Investors, the period between the Bid/
Offer Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during
which prospective Bidders can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations and in accordance with the terms of the
Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum of
three Working Days for all categories of Bidders, other than Anchor Investors.
Our Company in consultation with the BRLMs, may consider closing the Bid/ Offer
Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance
with the SEBI ICDR Regulations.
Bidder or Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor.
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Members of the
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs
and Designated CDP Locations for CDPs.
Book Building Process Book building process, as provided in part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made.
Book Running Lead Managers The book running lead managers to the Offer, being IIFL, DAM Capital and Motilal
or BRLMs Oswal.
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the ASBA
Forms (in case of UPI Bidders only ASBA Forms under the UPI Mechanism) to a
Registered Broker. The details of such broker centres, along with the names and contact
details of the Registered Brokers, are available on the respective websites of the Stock
Exchanges at www.bseindia.com and www.nseindia.com, and updated from time to
time
CAN or Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
7Term Description
Allocation Note have been allocated the Equity Shares, on or after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer
Price and Anchor Investor Offer Price will not be finalised and above which no Bids
will be accepted. The Cap Price shall not be more than 120% of the Floor Price, provided
that the Cap Price shall be at least 105% of the Floor Price.
Cash Escrow and Sponsor Bank The agreement to be entered into amongst our Company, the Selling Shareholders, the
Agreement Syndicate Members, the Registrar to the Offer, the BRLMs and the Banker(s) to the
Offer for, among other things, appointment of the Escrow Collection Bank, the Public
Offer Account Bank(s), the Refund Bank(s) and Sponsor Bank(s), collection of the Bid
Amounts from the Anchor Investors, transfer of funds to the Public Offer Account, and
where applicable, remitting refunds, if any, to such Bidders, on the terms and conditions
thereof.
CDP or Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
the SEBI ICDR Master Circular and other applicable circulars issued by SEBI as per the
lists available on the websites of the Stock Exchanges.
Client ID Client identification number maintained with one of the Depositories in relation to the
dematerialised account.
Cut-Off Price The Offer Price, which shall be any price within the Price Band, finalised by our
Company in consultation with the BRLMs.
Only Retail Individual Investors and Eligible Employees Bidding under the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor
Investor) and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price.
Cut-Off Time For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-
off time of 5.00 p.m. on the Bid/Offer Closing Date
DAM Capital DAM Capital Advisors Limited
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/
husband, investor status, occupation, bank account details, PAN and UPI ID, as
applicable.
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or
at such other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such centres of the Collecting Depository Participants where ASBA Bidders can submit
the ASBA Forms (in case of UPI Bidders only ASBA Forms under the UPI Mechanism).
The details of such Designated CDP Locations, along with the names and contact details
of the CDPs 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 Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow
Accounts to the Public Offer 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(s)) for the transfer of the relevant amounts blocked by the
SCSBs in the ASBA Accounts to the Public Offer Account and/ or are unblocked, as the
case may be, in terms of the Red Herring Prospectus and the Prospectus, after
finalization of the Basis of Allotment in consultation with the Designated Stock
Exchange, following which Equity Shares will be Allotted to successful Bidders in the
Offer.
Designated Intermediary(ies) Collectively, the members of the Syndicate, sub-Syndicate or agents, SCSBs (other than
in relation to UPI Bidders), Registered Brokers, CDPs and RTAs, who are authorised to
collect. Bid cum Application Forms from the relevant Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders, 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
(not using UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-
syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs.
Designated RTA Locations Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in case
of UPI Bidders, only ASBA Forms under the UPI Mechanism) to RTAs. The details of
such Designated RTA Locations, along with the names and contact details of the RTAs
eligible to accept ASBA Forms are available on the respective websites of the Stock
8Term Description
Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time.
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms used by the Bidders,
a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35, updated from time to time, or at such other website as may be prescribed by SEBI
from time to time.
Designated Stock Exchange [●]
Draft Red Herring Prospectus or This draft red herring prospectus dated December 17, 2025 filed with SEBI and Stock
DRHP Exchanges and issued in accordance with the SEBI ICDR Regulations, which does not
contain complete particulars of the price at which our Equity Shares will be allotted and
the size of the Offer and includes any addenda or corrigenda thereto.
Eligible Employees Permanent employees of our Company and Subsidiaries (excluding such employees not
eligible to invest in the Offer under applicable laws, rules, regulations and guidelines),
as on the date of filing of the Red Herring Prospectus with the RoC and who continue
to be a permanent employee of our Company and Subsidiaries until the submission of
the ASBA Form and is based, working and present in India or abroad as on the date of
submission of the ASBA Form; or Director of our Company, whether a Whole-time
Director or otherwise, who is eligible to apply under the Employee Reservation Portion
under applicable law as of the date of filing of the Red Herring Prospectus with the RoC
and who continues to be a Director of our Company and Subsidiary until submission of
the ASBA Form and is based, working and present in India or abroad as on the date of
submission of the ASBA Form, but not including (i) Promoters; (ii) persons belonging
to the Promoter Group; and (iii) Directors who either themselves or through their
relatives or through any body corporate, directly or indirectly, hold more than 10% of
the outstanding Equity Shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹500,000 (net of Employee Discount, if any). However, the
initial allocation to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000 (net of Employee Discount, if any). Only in the event of an
undersubscription in the Employee Reservation Portion post initial allocation, such
unsubscribed portion may be allocated on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of
Employee Discount, if any) subject to the maximum value of Allotment made to an
Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any).
Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws, other than
individuals, corporate bodies and family offices
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to
make an offer or invitation under the Offer and in relation to whom the Red Herring
Prospectus and the Bid Cum Application Form will constitute an invitation to subscribe
to, or purchase, the Equity Shares.
Employee Discount Our Company, in consultation with the BRLMs, may offer a discount of [●]% on the
Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees which shall be
announced at least two Working Days prior to the Bid / Offer Opening Date.
Employee Reservation Portion The portion of the Offer being [●] Equity Shares of face value of ₹10 each aggregating
up to ₹[●] million which shall not exceed 5% of the post Offer Equity Share capital of
our Company, available for allocation to Eligible Employees, on a proportionate basis.
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favour Anchor
Investors will transfer the money through direct credit/NEFT/RTGS/NACH in respect
of the Bid Amount while submitting a Bid.
Escrow Collection Bank(s) A bank, which is a clearing member and registered with SEBI as a banker to an issue
under the SEBI BTI Regulations and with whom the Escrow Account(s) will be opened,
in this case being [●].
First Bidder or Sole Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names.
Floor Price The lower end of the Price Band, subject to any revision thereto, not being less than the
face value of the Equity Shares, at or above which the Offer Price and the Anchor
Investor Offer Price will be finalised and below which no Bids will be accepted.
Fresh Issue The issue of [●] Equity Shares of face value of ₹10 each, at ₹ [●] per Equity Share
(including a premium of ₹ [●] per Equity Share) aggregating up to ₹ 6,000.00 million
by our Company.
Our Company, in consultation with the BRLMs, may consider a further issue of
specified securities to certain investors for an amount aggregating up to ₹1,200.00
9Term Description
million, as permitted under applicable laws prior to the filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO
Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to
the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer, or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and Prospectus. Our Company shall also ensure that the Pre-
IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of
such Pre-IPO Placement (in part or entirety).
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the
Fugitive Economic Offenders Act, 2018.
General Information Document The general information document for investing in public issues, prepared and issued in
or GID accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 notified by SEBI and the UPI Circulars and any subsequent circulars or
notifications issued by SEBI, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs.
Gross Proceeds The gross proceeds of the Fresh Issue will be available to our Company.
IIFL IIFL Capital Services Limited (Formerly known as IIFL Securities Limited).
Life Insurance Companies Entities registered with the Insurance Regulatory and Development Authority of India
under the provisions of the Insurance Act, 1938.
Monitoring Agency [●]
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency
prior to filing of the Red Herring Prospectus.
Motilal Oswal Motilal Oswal Investment Advisors Limited.
Mutual Fund Portion The portion of the Offer being up to 5% of the Net QIB Portion consisting of [●] Equity
Shares of face value of ₹10 each, which shall be available for allocation to Mutual Funds
only on a proportionate basis, subject to valid Bids being received at or above the Offer
Price.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Net Offer The Offer less the Employee Reservation Portion.
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further
details regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the
Offer” on page 149.
Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors.
Non-Institutional Bidder(s) or Bidders that are not QIBs or RIIs and who have Bid for Equity Shares for an amount
Non-Institutional Investor(s) or more than ₹200,000 (but not including NRIs other than Eligible NRIs).
NII(s) or NIB(s)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer consisting of [●]
Equity Shares of face value of ₹10 each, which shall be available for allocation to Non-
Institutional Bidders, of which (a) one-third portion shall be reserved for applicants with
application size of more than ₹200,000 and up to ₹1,000,000, and (b) two-thirds portion
shall be reserved for applicants with application size of more than ₹1,000,000, provided
that the unsubscribed portion in either of such sub-categories may be allocated to
applicants in the other sub-category of Non-Institutional Bidders, subject to valid Bids
being received at or above the Offer Price.
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs.
Offer Initial public offering of [●] Equity Shares of face value of ₹10 each, for cash at a price
of ₹ [●] per Equity Share aggregating to ₹ [●] million comprising the Fresh Issue and
the Offer for Sale.
Our Company, in consultation with the BRLMs, may consider a further issue of
specified securities to certain investors for an amount aggregating up to ₹1,200.00
million, as permitted under applicable laws prior to the filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO
10Term Description
Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to
the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer, or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and Prospectus. Our Company shall also ensure that the Pre-
IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of
such Pre-IPO Placement (in part or entirety).
Offer Agreement The agreement dated December 17, 2025, entered into among our Company, the Selling
Shareholders and the BRLMs, based on which certain arrangements are agreed to in
relation to the Offer.
Offer for Sale The offer for sale of up to 7,405,387 Equity Shares of face value of ₹10 each,
aggregating to ₹ [●] million by the Selling Shareholders in the Offer. For further details,
see “The Offer” on page 99.
Offer Price The final price at which Equity Shares will be Allotted to the successful Bidders (except
Anchor Investors), as determined in accordance with the Book Building Process and
determined by our Company in consultation with the BRLMs, on the Pricing Date, in
terms of the Red Herring Prospectus. Equity Shares will be Allotted to Anchor Investors
at the Anchor Investor Offer Price in terms of the Red Herring Prospectus and
Prospectus.
Offered Shares Up to 7,405,387 Equity Shares of face value of ₹10 each, aggregating to ₹ [●] million
being offered for sale, comprising an offer for sale of up to 1,057,257 Equity Shares
aggregating to ₹[●] million by Nand Kishore Aggarwal, up to 2,114,500 Equity Shares
aggregating to ₹[●] million by Ankur Aggarwal, up to 1,057,300 Equity Shares
aggregating to ₹[●] million by Komal Aggarwal, up to 1,191,124* Equity Shares
aggregating to ₹[●] million by IFC and up to 1,985,206# Equity Shares aggregating to
₹[●] million by IFC Emerging Fund.
*While as on the date of this Draft Red Herring Prospectus, IFC does not hold any Equity Shares,
an aggregate of 11,250,000 IFC CCDs will be converted into 4,668,285 Equity Shares, prior to the
filing of the Red Herring Prospectus with the RoC.
# While as on the date of this Draft Red Herring Prospectus, IFC Emerging Fund does not hold any
Equity Shares, an aggregate of 18,750,000 IFC Emerging CCDs will be converted into 7,780,525
Equity Shares, prior to the filing of the Red Herring Prospectus with the RoC.
Pension Fund(s) 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, may consider a further issue of
specified securities to certain investors for an amount aggregating up to ₹1,200.00
million, as permitted under applicable laws prior to the filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO
Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to
the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer, or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and Prospectus. Our Company shall also ensure that the Pre-
IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of
such Pre-IPO Placement (in part or entirety).
Price Band The price band ranging from the Floor Price of ₹ [●] per Equity Share to the Cap Price
of ₹ [●] per Equity Share, including any revisions thereof. The Price Band and minimum
Bid Lot, as decided by our Company in consultation with the BRLMs will be advertised
in all editions of [●] (a widely circulated English national daily newspaper), all editions
of [●] (a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a
widely circulated Gujarati daily newspaper, Gujarati being the regional language of
Gujarat where our Registered Office is located), at least two Working Days prior to the
Bid/Offer Opening Date with the relevant financial ratios calculated at the Floor Price
and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose
of uploading on their respective websites.
11Term Description
Provided that the Cap Price shall be at least 105% of the Floor Price and shall not be
greater than 120% of the Floor Price.
Pricing Date The date on which our Company in consultation with the BRLMs, will finalise the Offer
Price.
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations containing,
inter alia, the Offer Price, the size of the Offer and certain other information, including
any addenda or corrigenda thereto.
Public Offer Account(s) The bank account(s) to be opened with the Public Offer Account Bank under Section
40(3) of the Companies Act, 2013 to receive monies from the Escrow Account(s) and
the ASBA Accounts on the Designated Date.
Public Offer Account Bank(s) The bank, which is a clearing member and registered with SEBI as a banker to an issue
under the SEBI BTI Regulations, with whom the Public Offer Account will be opened
for collection of Bid Amounts from the Escrow Account(s) and ASBA Accounts on the
Designated Date, in this case being [●].
QIB Bidders QIBs who Bid in the Offer.
QIB Portion The portion of the offer (including the Anchor Investor Portion) being not more than
50% of the Net Offer consisting of [●] Equity Shares of face value of ₹10 each, available
for allocation to QIBs (including Anchor Investors) on a proportionate basis (in which
allocation to Anchor Investors shall be on a discretionary basis, as determined by our
Company in consultation with the BRLMs up to a limit of 60% of the QIB Portion),
subject to valid Bids being received at or above the Offer Price or Anchor Investor Offer
Price (for Anchor Investors)
QIBs or Qualified Institutional A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers Regulations.
Red Herring Prospectus or RHP The red herring prospectus to be issued in accordance with Section 32 of the Companies
Act, 2013 and the SEBI ICDR Regulations, which will not have complete particulars of
the price at which the Equity Shares shall be Allotted and which shall be filed with the
RoC at least three Working Days before the Bid/Offer Opening Date and will become
the Prospectus after filing with the RoC after the Pricing Date, including any addenda
or corrigenda thereto.
Refund Account(s) The account opened with the Refund Bank(s), from which refunds, if any, of the whole
or part of the Bid Amount to Anchor Investors shall be made.
Refund Bank(s) The bank which is a clearing member registered with SEBI under the SEBI BTI
Regulations, with whom the Refund Account will be opened, in this case being [●].
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Agents/ RTAs the Designated RTA Locations in terms of the SEBI RTA Master Circular as per the list
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), as updated from time to time and the UPI Circulars.
Registered Brokers Stock brokers registered with SEBI and the stock exchanges having nationwide
terminals, other than the members of the Syndicate and eligible to procure Bids in terms
of circular (CIR/CFD/14/2012) dated October 4, 2012 and the UPI Circulars, issued by
SEBI.
Registrar Agreement The agreement dated December 17, 2025 entered into between our Company, the Selling
Shareholders and the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer.
Registrar to the Offer or MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
Registrar
Resident Indian A person resident in India, as defined under FEMA.
Retail Individual Bidder(s) or Individual Bidders, who have Bid for the Equity Shares for an amount which is not more
Retail Individual Investor(s) or than ₹200,000 in any of the bidding options in the Offer (including HUFs applying
RII(s) or RIB(s) through their karta and Eligible NRI Bidders) and does not include NRIs (other than
Eligible NRIs).
Retail Portion The portion of the Offer being not less than 35% of the Net Offer consisting of [●]
Equity Shares of face value of ₹10 each, available for allocation to Retail Individual
Investors as per the SEBI ICDR Regulations, which allocation shall not be less than the
minimum Bid Lot, subject to valid Bids being received at or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s), as
applicable.
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation
Portion can revise their Bids during the Bid/ Offer Period and withdraw their Bids until
12Term Description
the Bid/ Offer Closing Date.
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web-
based complaints redressal system launched by SEBI
Self Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA (other than
Bank(s) or SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable, or such other website as updated from time to time, and (i) the banks
registered with SEBI, enabled for UPI Mechanism, a list of which is available on the
website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, or
such other website as updated from time to time
In relation to Bids (other than Bids by Anchor Investor) submitted 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
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=35) and updated 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
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35 as updated from time to time
Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) whose name appears on SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism provided
as ‘Annexure A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019 and is appearing in the “list of mobile applications for using UPI in public
issues” displayed on SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43.
The said list shall be updated on the SEBI website.
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, in this case
being [●].
Share Escrow Agreement The share escrow agreement to be entered into amongst the Selling Shareholders, our
Company and the Share Escrow Agent in connection with the transfer of the respective
portion of the Offered Shares by each of the Selling Shareholders and credit of such
Offered Shares to the demat account of the Allottees.
Specified Locations Bidding Centres where the Syndicate shall accept Bid cum Application Forms, a list of
which will be included in the Bid cum Application Form.
Sponsor Bank (s) The Banker(s) to the Offer registered with SEBI, which have been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to push
the UPI Mandate Request by a UPI Bidder in accordance with the UPI Mechanism and
carry out other responsibilities, in terms of the UPI Circulars, in this case being [●] and
[●].
Stock Exchanges Collectively, BSE and NSE
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement to be entered into among the members of the Syndicate, our Company,
the Selling Shareholders and the Registrar to the Offer in relation to the collection of
Bid cum Application Forms by the Syndicate.
Syndicate Members Intermediaries registered with SEBI and permitted to carry out activities as an
underwriter, in this case being [●].
Syndicate or Members of the Collectively, the BRLMs and the Syndicate Members.
Syndicate
Underwriters [●].
Underwriting Agreement The agreement to be entered into among our Company, the Selling Shareholders and the
Underwriters, on or after the Pricing Date but before filing of the Prospectus.
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidders Collectively, individual investors who applied as (i) Retail Individual Investors in the
Retail Portion, (ii) Non-Institutional Bidders with an application size of up to ₹500,000
in the Non-Institutional Portion, and (iii) Eligible Employees who applied in the
Employee Reservation Portion and with an application size of up to ₹500,000 (net of
Employee Discount, if any).
13Term Description
Pursuant to SEBI ICDR Master Circular, 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 SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
RTA Master Circular (to the extent it pertains to UPI), SEBI ICDR Master Circular (to
the extent it pertains to the UPI Mechanism) along with the circular issued by the
National Stock Exchange of India Limited having reference no. 25/2022 dated August
3, 2022 and the circular issued by BSE Limited having reference no. 20220803-40 dated
August 3, 2022 and any subsequent circulars or notifications issued by SEBI and the
Stock Exchanges in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application
and by way of a SMS directing the UPI Bidder to such UPI application) to the UPI
Bidder initiated by the Sponsor Bank(s) 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 shall be used by UPI Bidders to make a Bid in the Offer in
accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
Wilful Defaulter or Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI
Borrower ICDR Regulations.
Working Day All days, on which commercial banks in Mumbai, Maharashtra are open for business;
provided, however, with reference to (a) announcement of Price Band; and (b) Bid/
Offer Period, the expression “Working Day” shall mean all days on which commercial
banks in Mumbai, Maharashtra are open for business, excluding all Saturdays, Sundays
or public holidays; and (c) with reference to the time period between the Bid/ Offer
Closing Date and the listing of the Equity Shares on the Stock Exchanges, the expression
‘Working Day’ shall mean all trading days of Stock Exchanges, excluding Sundays and
bank holidays in India, in terms of the circulars issued by SEBI, including UPI Circulars.
Key Performance Indicators
Term Description
Adjusted EBITDA Adjusted EBITDA is crucial because it provides potential investors with a metric that is
reflection of our operating profitability after taking into account adjustments for fair value
changes to financial instruments.
Adjusted EBITDA is calculated as the profit before share of loss of associate and tax plus
depreciation and amortisation expense, finance costs, impairment of non-financial assets
and change in fair value of compulsorily convertible debentures carried at fair value
through profit or loss, as reduced by other income as per the Restated Consolidated
Financial Information.
Adjusted EBITDA Margin (%) Adjusted EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business after taking into account adjustments for fair value changes
to financial instruments.
Adjusted EBITDA Margin (%) is calculated as Adjusted EBITDA divided by Revenue
from Operations for the year, multiplied by 100.
Adjusted Return on Capital Adjusted Return on Capital Employed is return on capital employed adjusted for fair value
Employed (%) changes to financial instruments.
Adjusted Return on Capital Employed is calculated as adjusted EBIT divided by adjusted
capital employed, multiplied by 100. Adjusted EBIT is calculated as profit before share
of loss of associate and tax plus finance costs and change in fair value of compulsorily
convertible debentures carried at fair value through profit or loss. Adjusted capital
employed is calculated as the sum of tangible net worth (i.e. total assets excluding
goodwill, other intangible assets, intangible assets under development and deferred tax
14Term Description
assets (net) as reduced by total liabilities excluding deferred tax liabilities (net)), non-
current borrowings and current borrowings as reduced by cash and cash equivalents.
EBITDA EBITDA provides information regarding the operational efficiency of our business.
EBITDA is calculated as profit before share of loss of associate and tax plus depreciation
and amortisation expense, finance costs and impairment of non-financial assets, as
reduced by other income as per the Restated Consolidated Financial Information.
EBITDA Margin (%) EBITDA margin provides insights into our operational profitability from its business. It
is expressed as a percentage of Revenue from Operations.
EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
multiplied by 100.
Gross Margin Gross Margin provides insights into the value added by our Company, reflecting the
profitability generated over material costs from the sale of products and services.
Gross Margin is calculated as revenue from operations as reduced by cost of materials
consumed, purchases of stock-in-trade, changes in inventories of finished goods, stock-
in-trade and work-in-progress.
Gross Margin (%) Gross Margin % is an indicator of the profitability generated over material costs from the
sale of products and services. It is expressed as a percentage on Revenue from Operations.
Gross Margin (%) is calculated as Gross Margin for the year divided by Revenue from
Operations for the year, multiplied by 100.
Innovation Rate (Crystal crop Innovation Rate serves as an indicator of the rate, reflecting the extent to which new
protection branded formulation products are contributing incremental business to the total revenue of our branded
business) (%) formulation business.
Innovation Rate indicates revenue from new products launched in the last four years in
our crystal crop protection branded formulation business divided by total revenue of our
crystal crop protection branded formulation business in the relevant period/ year
multiplied by 100.
Net Debt to Equity Net Debt to Equity enables our Company to measure our Company's reliance on debt
versus its own equity and measure net financial leverage.
Net Debt to Equity is calculated as net debt divided by total equity. Net debt is calculated
as total debt reduced by cash and cash equivalents.
Net Working Capital Days Net Working Capital Days is working capital management metric that measures how long
it takes our Company to convert its inventory and trade receivables into cash flow after
paying off trade payables.
Net Working Capital Days is calculated as inventory days plus trade receivable days
minus trade payable days. Inventory days are calculated as closing Inventory for the
period/ year divided by Revenue from Operations for the period/ year, multiplied by 365
days. Trade receivable days are calculated closing trade receivables for the period/ year
divided by revenue from operations for the period/ year, multiplied by 365 days. Trade
payable days are calculated as closing trade payable for the period/ year divided by
revenue from operations for the period/ year, multiplied by 365 days.
New Product Launches New Product Launches indicate the extent of our innovation and launching new products
for commercialization.
New Product Launches indicates the number of new products launched in our crystal crop
protection branded formulation business and seeds field crop business in the relevant
period/year.
Number of Active Distributors Number of Active Distributors reflects our Company’s ability to effectively reach farmers
across the country.
Number of Active Distributors indicates the number of distributors with whom our
Company has generated sales and associated with our Company from April 1, 2022 to the
relevant period/ year end.
Profit for the period/ year Profit for the period/year is an indicator of the overall profitability and financial
performance of our business.
PAT represents the profit for the period/year as per the Restated Consolidated Financial
Information.
15Term Description
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of
our business.
PAT margin is calculated as PAT divided by total income multiplied by 100. Total income
is calculated as Revenue from Operations plus other income for the period/ year.
Return on Equity (%) Return on Equity provides how efficiently our Company generates profits from
shareholders’ funds.
Return on Equity is calculated as profit for the period/ year of our Company divided by
total equity for the relevant period/year multiplied by 100. Total equity will be as
appearing in the Restated Consolidated Financial Information.
Return on Capital Employed (%) Return on Capital Employed represents how efficiently our Company generates earnings
before interest and tax from the capital employed.
Return on Capital Employed is calculated as earnings before interest and tax (“EBIT”)
divided by capital employed, multiplied by 100. EBIT is calculated as profit before share
of loss of associate and tax plus finance costs. Capital employed is calculated as the sum
of tangible net worth (i.e. total assets excluding goodwill, other intangible assets and
intangible assets under development, deferred tax assets (net) as reduced by total
liabilities (excluding deferred tax liabilities (net)), non-current borrowings and current
borrowings.
Revenue from Operations Revenue from operations is used by our management to track the revenue generated from
the overall business and help assess the overall financial performance of our Company
and also represents the scale of our business.
It is calculated as revenue from sale of products, services and other operating revenue for
the year. Revenue from Operations means the revenue from operations as appearing in
the Restated Consolidated Financial Information for the relevant period/ year.
Revenue from sale of product - Revenue from Sale of Products – Category Wise helps in understanding vertical wise
Category wise break up of our Company’s revenue streams.
Revenue from Sale of Products – Category Wise is calculated as revenue from crop
protection products and natural crop solutions and seeds business.
Technical/ Industry and Business-Related Abbreviations
Term Description
ABS Access and benefit‑sharing
ABSA Agri Business Summit & Awards
ARD Analytical Research & Development
Bayer Bayer Crop Science Limited
BASF BASF Agrochemicals Products A.V
Batelle-Mitsui Batelle UK Limited and Mitsui AgriScience International, SA
BIL BASF India Limited
DCS Distributed control system
DSIR Department of Scientific & Industrial Research
DTA Deferred tax assets
DUFO Dual formula
ERP Enterprise resource planning
GIDC Gujarat Industrial Development Corporation
GLP Good Laboratory Practices
HAZOP Hazard and Operability
IAR Industrial All Risks
ICAR Indian Council of Agriculture Research
IDPS Intrusion Detection and Prevention Systems
MIDC Maharashtra Industrial Development Corporation
MTPA Million tonnes per annum
P&IDs Piping and Instrumentation Diagrams
PFDs Process Flow Diagrams
SAP Systems applications and products
SOPs Standard Operating Procedures
SSO Single Sign-On
STFI Storm, tempest, flood, inundation
Technicals Technical grade active ingredients
16Term Description
Traitomic Traitomic A/S.
VAM Vesicular Arbuscular Mycorrhiza
WMS Warehouse Management System
WVC World Vegetable Centre
ZTNA Zero Trust Network Access
Conventional and General Terms or Abbreviations
Term Description
₹ or Rs. or Rupees or INR Indian rupees
AGM Annual general meeting of shareholders under the Companies Act 2013
AIF An alternative investment fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.
Air Act Air (Prevention and Control of Pollution) Act, 1981.
Biological Diversity Act Biological Diversity Act, 2002.
Biological Diversity Biological Diversity (Access to Biological Resources and Knowledge Associated
Regulations thereto and Fair and Equitable Sharing of Benefits) Regulations, 2025.
Biological Diversity Rules Biological Diversity Rules, 2004.
BMCs Biodiversity Management Committees.
Boilers Act Boilers Act, 2025.
Boiler Regulations Indian Boiler Regulations, 1950.
BIS Bureau of Indian Standards.
BSE BSE Limited.
Bureau of Indian Standards Act Bureau of Indian Standards Act, 2016.
CAGR Compound annual growth rate.
Category I AIF AIFs registered as “Category I alternative investment funds” under the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
Category I FPI FPIs registered as “Category I foreign portfolio investors” under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
Category II AIF AIFs registered as “Category II alternative investment funds” under the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
Category II FPI FPIs registered as “Category II foreign portfolio investors” under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
CDSL Central Depository Services (India) Limited.
Chemical Accident Rules Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996.
CIBRC Central Insecticides Board and Registration Committee.
CIN Corporate Identity Number.
CLRA Contract Labour (Regulation and Abolition) Act, 1970
Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules notified thereunder.
Companies Act, 2013 Companies Act, 2013, along with the relevant rules notified thereunder.
Cotton Seed Price Order Cotton Seed Price (Control) Order, 2015
CSR Corporate social responsibility.
Customs Act Customs Act, 1962.
DDT Dividend distribution tax.
Depositories Together, NSDL and CDSL.
Depositories Act Depositories Act, 1996, read with regulations framed thereunder.
Design Act Design Act, 2000.
DIN Director Identification Number.
DLCs District Level Committees.
DP ID Depository Participant’s Identity Number.
DP or Depository Participant A depository participant as defined under the Depositories Act.
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India.
Draft Pesticides Management Draft Pesticides Management Bill, 2020.
Bill
Draft Seeds Bill Draft Seeds Bill, 2019.
EGM Extraordinary general meeting.
Environment Protection Act Environment (Protection) Act, 1986.
Environment Protection Rules Environment Protection Rules, 1986.
EPS Earnings per share.
Explosives Act Explosives Act, 1884.
Explosives Rules Explosives Rules, 2008.
17Term Description
Factories Act Factories Act, 1948.
FCNR Foreign currency non-resident account.
FDI Foreign Direct Investment.
FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the Department
of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued from
time to time.
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder.
FEMA Non-Debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
Rules or FEMA Non-Debt
Rules or FEMA Rules
Fertiliser Order Fertiliser (Inorganic, Organic or Mixed) (Control) Order, 1985.
Financial Year or Fiscal or Period of 12 months commencing on April 1 of the immediately preceding calendar year
Fiscal Year and ending on March 31 of that particular calendar year.
FM Order Fertiliser (Movement Control) Order, 1973.
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations.
FTDRA Foreign Trade (Development and Regulation) Act, 1992
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations.
GEAC Genetic Engineering Appraisal Committee.
GEM Rules Rules for the Manufacture, Use, Import, Export and Storage of Hazardous
Microorganisms, Genetically Engineered Organisms or Cells, 1989.
GEOs Genetically engineered organisms
GoI or Government or Central The Government of India.
Government
GST Goods and services tax.
Hazardous Waste Rules Hazardous and Other Waste (Management and Transboundary Movement) Rules, 2016.
HUF(s) Hindu undivided family.
ICAI Institute of Chartered Accountants of India.
IEC Importer-exporter Code Number
IFRS International Financial Reporting Standards of the International Accounting Standards
Board.
Income Tax Act Income-tax Act, 1961, read with the rules framed thereunder.
Income Tax Rules Income-tax Rules, 1962.
Ind AS Indian Accounting Standards as specified under section 133 of the Companies Act,
2013, as notified under the Ind AS Rules.
Ind AS 12 Indian Accounting Standard 12 – Income Taxes notified under Section 133 of the
Companies Act, 2013, Ind AS Rules and other relevant provisions of the Companies
Act, 2013.
Ind AS 24 Indian Accounting Standard 24 – Related Party Disclosures notified under Section 133
of the Companies Act, 2013, Ind AS Rules and other relevant provisions of the
Companies Act 2013.
Ind AS 33 Indian Accounting Standard 33 – Earnings per share notified under Section 133 of the
Companies Act, 2013, Ind AS Rules and other relevant provisions of the Companies
Act, 2013.
Ind AS 37 Indian Accounting Standard 37 – Provisions, Contingent Liabilities and Contingent
Assets notified under Section 133 of the Companies Act, 2013, Ind AS Rules and other
relevant provisions of the Companies Act, 2013.
Ind AS 38 Indian Accounting Standard 38 – Intangible Assets notified under Section 133 of the
Companies Act, 2013, Ind AS Rules and other relevant provisions of the Companies
Act, 2013.
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015.
India Republic of India.
Indian GAAP Accounting standards as specified under section 133 of the Companies Act, 2013, read
with Companies (Accounting Standards) Rules, 2006, and the Companies (Accounts)
Rules, 2014.
Insecticides Act Insecticides Act, 1968
IBSCs Institutional Biosafety Committees
IPO Initial public offering.
IST Indian Standard Time.
IT Act Information Technology Act, 2000.
Legal Metrology Act Legal Metrology Act, 2009
MCA Ministry of Corporate Affairs, Government of India.
MSIHC Rules Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989
18Term Description
Mn or mn Million.
NA Not applicable.
NACH National Automated Clearing House.
National Standard Rules Legal Metrology (National Standards) Rules, 2011
NAV Net asset value
NBA National Biodiversity Authority
NCDRC National Consumer Disputes Redressal Commission, New Delhi, India
NEFT National Electronic Fund Transfer.
Net Asset Value per equity Net Asset Value per equity share represents Net Worth at the end of the year divided by
share weighted average number of equity shares outstanding during the year
Net Worth Net Worth means the aggregate value of the paid-up share capital and all reserves
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, as per the audited balance
sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation for the six months period ended September 30, 2025
and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 in
accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. Accordingly, share
application money pending for allotment, capital reserve, foreign currency translation
reserve, effective portion of cash flow hedges and Non-controlling interest have been
excluded from computation of Net Worth in accordance with Section 2(57) of the
Companies Act, 2013.
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 Indian as defined under the FEMA Non-Debt Instruments Rules.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to
Body the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date was eligible to undertake
transactions pursuant to general permission granted to OCBs under FEMA. OCBs are
not allowed to invest in the Offer.
P/E Ratio Price / earnings ratio.
Packaged Commodity Rules Legal Metrology (Packaged Commodities) Rules, 2011.
PAN Permanent account number.
PAT Profit after tax.
Patents Act Patents Act, 1970.
PCC Protected Cell Company.
PESO Petroleum and Explosives Safety Organization.
Petroleum Act Petroleum Act, 1934.
Petroleum Rules Petroleum Rules, 2002.
Plant Quarantine Order Plant Quarantine (Regulation of Import into India) Order, 2003.
Plastic Waste Management Plastic Waste Management Rules, 2016
Rules
Protection of Plant Varieties Protection of Plant Varieties and Farmers’ Rights Act, 2001.
and Farmers’ Rights Act
Public Liability Act Public Liability Insurance Act, 1991
R&D Research and Development.
RBI Reserve Bank of India.
Regulation S Regulation S under the U.S. Securities Act.
RTGS Real time gross settlement.
SBBs State Biodiversity Boards.
SBCCs State Biotechnology Coordination Committees.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992.
SEBI (Merchant Bankers) Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
Regulations
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
19Term Description
2012.
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000.
SEBI ICDR Master Circular SEBI master circular bearing reference number SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 dated November 11, 2024.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/ MIRSD/PoD/P/CIR/2025/91
dated June 23, 2025, to the extent it pertains to UPI.
SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.
SEBI VCF Regulations The erstwhile Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996.
Seeds Act Seeds Act, 1966.
Seed Development Policy New Policy on Seed Development, 1988.
Seeds Order Seeds (Control) Order, 1983.
Seeds Policy National Seeds Policy, 2002.
Seeds Rules Seeds Rules, 1968.
Solvent Order The Solvent Raffinate and Slop (Acquisition, Sale, Storage and Prevention of Use in
Automobiles) Order, 2000.
State Government The government of a state in India.
SI System of Units
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
TAN Tax deduction account number.
Trademarks Act Trade Marks Act, 1999.
UAE United Arab Emirates
U.K. The United Kingdom
U.S. The United States of America.
U.S. Dollar(s) or USD or US United States Dollar.
Dollar
U.S. GAAP Generally accepted accounting principles in the United States of America.
U.S. Securities Act United States Securities Act of 1933.
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF
Regulations and the SEBI AIF Regulations.
Water Act Water (Prevention and Control of Pollution) Act, 1974
Year/Calendar Year/CY The 12-month period ending December 31.
20OFFER DOCUMENT SUMMARY
This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including the sections titled “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”,
“Industry Overview”, “Our Business”, “Financial Information”, “Our Promoters and Promoter Group”,
“Outstanding Litigation and Other Material Developments”, “Offer Procedure” and “Description of Equity
Shares and Terms of our Articles of Association” on pages 41, 99, 117, 149, 206, 284, 419, 412, 583, 635 and
657, respectively.
Summary of primary business of our Company
Established in 1994, we are a crop solutions company with agrochemicals and seeds at the core of our offerings.
Our diversified portfolio includes: (i) products for crop protection such as herbicides, fungicides, insecticides and
natural crop solutions such as bio-stimulants, bio-protectants, plant growth regulators, liquid fertilizers and micro
nutrients; and (ii) seeds such as for field crops, vegetable crops and flowers. Our offerings are customized for
Indian farmers through research and development, including by collaborations with various multi-national
companies, delivering relevant solutions that aim to enhance farm economics, yield, productivity and profitability.
For further details, see “Our Business” on page 284.
Summary of industry in which our Company operates
The Indian crop protection industry was valued at about USD 5.52 billion in Fiscal 2025 up from USD 4.05 billion
in Fiscal 2020, and is expected to reach approximately USD 8.5 billion by Fiscal 2030. The global seed industry
is estimated to be valued at USD 51.9 billion in Fiscal 2025 and the seed industry is forecasted to reach USD 68.0
billion by 2030 with a CAGR 5.6%. The Indian seed market is estimated at USD 3.9 billion in Fiscal 2025 and it
is increasing at a CAGR of 7.4% from 2025–2030. (Source: F&S Report)
For further details, see “Industry Overview” on page 206.
Our Promoters
The Promoters of our Company are Nand Kishore Aggarwal, Ankur Aggarwal, Komal Aggarwal and Ankur
Aggarwal KNK Family Trust.
For further details, see “Our Promoters and Promoter Group” on page 412.
Offer Size
The following table summarizes the details of the Offer. See, “The Offer” and “Offer Structure” on pages 99 and
630, respectively.
Offer [●] Equity Shares of face value of ₹10 each, aggregating to ₹ [●] million
of which
Fresh Issue(1)(2) [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ 6,000.00 million
Offer for Sale(3)(4) Up to 7,405,387 Equity Shares of face value of ₹10 each, aggregating to ₹ [●] million by
the Selling Shareholders
which includes
Employee Reservation [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ [●] million
Portion(5)
Net Offer [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ [●] million
(1) Our Board of Directors has authorised the Offer pursuant to their resolution dated December 12, 2025. Our Shareholders have
authorised the Fresh Issue pursuant to a special resolution passed dated December 17, 2025.
(2) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount
aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue.
Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer
may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the
21Red Herring Prospectus and Prospectus. Our Company shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the
Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or entirety).
(3) Our Board has taken on record the consent for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated December
17, 2025. For further details, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 607. Each of the
Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered Shares are eligible for being offered
for sale in the Offer in accordance with the Regulation 8 of the SEBI ICDR Regulations. For further details, see, “The Offer” and
“Other Regulatory and Statutory Disclosures” on pages 99 and 607, respectively.
(4) As of the date of this Draft Red Herring Prospectus, IFC and IFC Emerging Fund do not hold any Equity shares. An aggregate of
11,250,000 IFC CCDs and 18,750,000 CCDs IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and 7,780,525 Equity
Shares, respectively, prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) of the SEBI
ICDR Regulations.
(5) Eligible Employees Bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000
(net of Employee Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall
not exceed ₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion (if any),
the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in
excess of ₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not
exceeding ₹500,000 (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion after
allocation of up to ₹500,000 (net of Employee Discount, if any), shall be added to the Net Offer. Our Company, in consultation with the
BRLMs, may offer a discount of [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees Bidding in the
Employee Reservation Portion which shall be announced at least two Working Days prior to the Bid/Offer Opening Date. See, “Offer
Procedure” and “Offer Structure” on pages 635 and 630, respectively.
The Offer and Net Offer shall constitute [●]% and [●]% of the post-Offer paid up Equity Share capital of our
Company, respectively. For further details, see “The Offer” and “Offer Structure” on pages 99 and 635,
respectively.
Objects of the Offer
The Net Proceeds are proposed to be used in accordance with the details provided in the following table:
S. No. Particulars Amount
(in ₹ million)*
1. Repayment/pre-payment, in full or part of certain borrowings availed by our Company 4,228.61
2. Investment in our Material Subsidiary namely Saffire Crop Science Private Limited for 426.98
repayment/ pre-payment, in full or in part, of all or a portion of certain of its outstanding
borrowings
3. Funding inorganic growth through unidentified acquisitions and strategic initiatives and [●]
general corporate purposes(1)(2)
Total Net Proceeds [●]
*Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount
aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO
Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus. Our Company
shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of such Pre-IPO Placement
(in part or entirety).
(1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(2) The cumulative amount to be utilized towards inorganic growth through unidentified acquisition and other strategic initiatives and general
corporate purposes shall not exceed 35% of the Gross Proceeds. The amount to be utilised for each of (i) funding inorganic growth through
unidentified acquisitions, or (ii) general corporate purposes will not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Offer” on page 149.
Aggregate pre-Offer shareholding of our Promoters, Selling Shareholders and members of the Promoter
Group as a percentage of our paid-up Equity Share capital
Set forth below is the aggregate pre-Offer shareholding and percentage of the pre-Offer paid-up Equity Share
capital, of each of our Promoters, Selling Shareholders and members of the Promoter Group as on the date of this
Draft Red Herring Prospectus. Other than as set out below, none of our other members of the Promoter Group
hold any Equity Shares as on the date of this Draft Red Herring Prospectus.
22S. No Name of the Pre-Offer
Shareholder Number of Percentage of Number of Equity Percentage of
Equity Shares the pre-Offer Shares, including pre-Offer Equity
paid-up upon conversion Share capital,
Equity Share of the CCDs# including upon
Capital (%) conversion of the
CCDs(%)#
Promoters
1. Nand Kishore 49,893,309 37.08 49,893,309 33.94
Aggarwal*
2. Ankur Aggarwal* 14,765,558 10.97 14,765,558 10.04
3. Komal Aggarwal* 7,413,214 5.51 7,413,214 5.04
4. Ankur Aggarwal KNK 48,301,143 35.89 48,301,143 32.85
Family Trust
Promoter Group
5. Redson Retail and 650,275 0.48 650,275 0.44
Reality Private Limited
6. Komal Aggarwal KNK 3,220,076 2.39 3,220,076 2.19
Family Trust
7. Pooja Bansal KNK 3,220,076 2.39 3,220,076 2.19
Family Trust
Selling Shareholders
Investor Selling Shareholders
8. International Finance NA NA 4,668,285 3.18
Corporation#
9. IFC Emerging Asia NA NA 7,780,525 5.29
Fund, LP#
Total 127,463,651 94.71 139,912,461 95.16
*Also participating in the Offer as a Promoter Selling Shareholder.
#As of the date of this Draft Red Herring Prospectus, IFC and IFC Emerging Fund do not hold any Equity shares. An aggregate of 11,250,000
IFC CCDs and 18,750,000 IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and 7,780,525 Equity Shares respectively,
prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
For further details, see “Capital Structure” on page 117.
Shareholding of our Promoters, members of the Promoter Group and additional top 10 Shareholders of
our Company
As on the date of this Draft Red Herring Prospectus, our Company has eight equity shareholders. Further,
11,250,000 IFC CCDs and 18,750,000 IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and
7,780,525 Equity Shares, respectively prior to the filing of the Red Herring Prospectus with the RoC.
Consequently, IFC and IFC Emerging Fund shall be additional shareholders at the time of filing the Red Herring
Prospectus with RoC. The aggregate pre-Offer shareholding of our Promoters, our Promoter Group and the
additional top 10 Shareholders as a percentage of the pre-Offer paid-up Equity Share capital of our Company as
on the date of Price Band advertisement and post-Offer shareholding as on the date of Allotment is set out below.
S. Name of the Pre-Offer Shareholding as on date of the Post-Offer Shareholding as at Allotment(2)
No. Shareholder Price Band advertisement
Number % of Number Pre-Offer At the lower end of the At the upper end of the
of paid- of Equity Shareholding, Price Band (₹[●]*) Price Band (₹[●]*)
Equity up Shares of on a fully Number Post-Offer Number Post-offer
Shares Equity face diluted basis of Shareholding of Shareholding
of face Share value of (%)#(1) Equity (%)* Equity (%)*
value of capital ₹10 each Shares Shares
₹10 each (%) held on a of face of face
fully value of value of
diluted ₹10 each ₹10 each
basis
Promoters
1. Nand Kishore [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
2. Ankur [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
3. Komal [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
23S. Name of the Pre-Offer Shareholding as on date of the Post-Offer Shareholding as at Allotment(2)
No. Shareholder Price Band advertisement
Number % of Number Pre-Offer At the lower end of the At the upper end of the
of paid- of Equity Shareholding, Price Band (₹[●]*) Price Band (₹[●]*)
Equity up Shares of on a fully Number Post-Offer Number Post-offer
Shares Equity face diluted basis of Shareholding of Shareholding
of face Share value of (%)#(1) Equity (%)* Equity (%)*
value of capital ₹10 each Shares Shares
₹10 each (%) held on a of face of face
fully value of value of
diluted ₹10 each ₹10 each
basis
4. Ankur [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
KNK Family
Trust
Total (A) [●] [●] [●] [●] [●] [●] [●] [●]
Promoter Group
5. Redson [●] [●] [●] [●] [●] [●] [●] [●]
Retail and
Reality
Private
Limited
6. Komal [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
KNK Family
Trust
7. Pooja Bansal [●] [●] [●] [●] [●] [●] [●] [●]
KNK Family
Trust
Total (B) [●] [●] [●] [●] [●] [●] [●] [●]
Additional top ten Shareholders
8. International [●] [●] [●] [●] [●] [●] [●] [●]
Finance
Corporation#
9. IFC [●] [●] [●] [●] [●] [●] [●] [●]
Emerging
Asia Fund,
LP#
10. Crystal Crop [●] [●] [●] [●] [●] [●] [●] [●]
Protection
Employees
Welfare Trust
Total (C) [●] [●] [●] [●] [●] [●] [●] [●]
Total (A + B + C) [●] [●] [●] [●] [●] [●] [●] [●]
*To be populated in at the Prospectus stage.
#As of the date of this Draft Red Herring Prospectus, IFC and IFC Emerging Fund do not hold any Equity shares. An aggregate of 11,250,000
IFC CCDs and 18,750,000 IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and 7,780,525 Equity Shares respectively,
prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
Notes: 1. This will include any transfers of Equity Shares by existing Shareholders and any exercised options under the ESOP Schemes, up to
the date of the Prospectus.
2. Based on the Offer Price of ₹[●] and subject to finalisation of the Basis of Allotment.
For further details, see “Capital Structure” on page 117.
24Summary of selected financial information derived from our Restated Consolidated Financial Information
The following is a summary of certain financial information derived from the Restated Consolidated Financial
Information:
(₹ in million, unless otherwise specified)
Particulars As at and for As at and for As at and for As at and for
the six the Financial the Financial the Financial
months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Equity Share capital 1,274.64 1,274.64 1,274.64 1,268.13
Revenue from operations 19,780.45 26,905.10 22,299.27 25,132.98
Profit for period/year 1,535.11 1,183.92 872.37 766.00
Earnings per equity share
Basic earnings per equity share (₹)(1)(6) 12.02 9.37 7.02 6.09
Diluted earnings per equity share (₹)(2)(6) 12.02 9.37 7.02 6.09
Net Worth(3) 17,489.00 16,001.03 14,883.85 14,080.95
Net Asset Value per Equity Share (₹)(4) 137.21 125.53 116.77 111.04
Total borrowings(5) 12,052.37 9,470.23 5,772.93 6,127.04
Notes:
1. Basic earnings per Equity Share (₹) = Profit for the period/year attributable to equity shareholders of our Company divided by weighted
average number of equity shares outstanding during the period/year (excluding treasury shares).
2. Diluted earnings per Equity Share (₹) = Profit for the period/year attributable to equity shareholders of our Company divided by
weighted average number of equity shares outstanding during the period/year adjusted for the effects of all dilutive potential equity
shares, if any (excluding treasury shares). The compulsory convertible debenture issued in the beginning of October 2022 has been
considered as potential equity shares and accordingly, considered for calculation of diluted equity per share. Potential shares are anti
diluted in nature for the six months ended September 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023, therefore diluted earnings per equity share is same as basic earnings per equity share.
3. Net Worth means the aggregate value of the paid-up share capital and all reserves 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, as per the audited balance sheet, but does not include reserves created out
of revaluation of assets, write-back of depreciation and amalgamation for the six months period ended September 30, 2025 and the
Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 in accordance with Regulation 2(1)(hh) of the SEBI ICDR
Regulations. Accordingly, share application money pending for allotment, capital reserve, foreign currency translation reserve, effective
portion of cash flow hedges and Non-controlling interest have been excluded from computation of Net Worth in accordance with Section
2(57) of the Companies Act, 2013.
4. Net asset value per share = Net Worth as stated above/ Number of equity shares outstanding (excluding treasury shares) as at the end
of the period/year.
5. Total borrowings = Non-current borrowings plus current borrowings.
6. Earning per Equity Share has been calculated in accordance with the Indian Accounting Standard 33 – Earnings per share notified
under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). Basic and Diluted earnings per Equity Share numbers
for the six months ended September 30, 2025 is not annualised.
For further details, see “Restated Consolidated Financial Information” and “Other Financial Information” on
pages 419 and 529, respectively. For details in relation to reconciliation of non-GAAP financial measures, see
“Other Financial Information – Reconciliation of Non-GAAP Measures” on page 530.
Qualifications of the Statutory Auditor which have not been given effect to in the Restated Consolidated
Financial Information
Except as disclosed below, there are no qualifications of the Statutory Auditor which have not been given effect
to in the Restated Consolidated Financial Information.
• A qualification relating to Terminal Excise Duty (“TED”) reported by the Statutory Auditor for the Financial
Years ended March 31, 2024 and March 31, 2023, as disclosed in Note 58 of the Restated Consolidated
Financial Information, the effect of such has not been incorporated in the Restated Consolidated Financial
Information for the above years. Subsequently, based on developments in the said matter during the Financial
Year ended March 31, 2025, the said qualification has been moved to the emphasis of matter paragraph in the
audit reports for the six months ended September 30, 2025 and for the Financial Year ended March 31, 2025,
as disclosed in Note 58 of the Restated Consolidated Financial Information. Thus, no further adjustment is
required except as already made in the Restated Consolidated Financial Information.
25Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Subsidiaries, our Promoters, our
Directors, Key Managerial Personnel and Senior Management as required under the SEBI ICDR Regulations and
as disclosed in “Outstanding Litigation and Other Material Developments” on page 583, is set forth below:
Disciplinar
y actions by
Aggregate
Statutory or the SEBI or Material
Criminal Tax amount
Name of Entity/ Person regulatory Stock civil
proceedings proceedings involved (₹
proceedings Exchanges litigation#
in million)*
against our
Promoters
Company
By our Company 247 3 NA NA 13 2,076.10
Against our Company 84 51 1 NA 5 3,498.37
Directors**
By our Directors Nil NA NA NA Nil Nil
Against our Directors Nil Nil Nil NA Nil Nil
Subsidiaries
By our Subsidiaries 35 4 NA NA NA 152.20
Against our Subsidiaries 12 10 Nil NA Nil 194.00
Promoters
By our Promoters 1 NA NA NA Nil Nil
Against our Promoters 6 1 2 Nil Nil 208.23
Key Managerial Personnel
By our Key Managerial 1 NA NA NA 1 Nil
Personnel
Against our Key Managerial 5 NA 1 NA NA Nil
Personnel
Senior Management
By our Senior Management Nil NA NA NA NA Nil
Against our Senior 4 NA 1 NA NA Nil
Management
Note:
There are certain common litigations involving our Company, Promoters, Directors and KMPs. While the amount involved in each such
litigation has been disclosed in litigation involving our Company, to the extent applicable (along with the number of cases), the value of such
litigations has not been included in the litigation involving our Promoters/Directors/KMPs, as the case may be, and only the number of cases
has been disclosed.
# Determined in accordance with the Materiality Policy.
* To the extent ascertainable and quantifiable.
**Excluding Directors who are also Promoters and Key Managerial Personnel.
As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Companies
which will have a material impact on our Company. See “Outstanding Litigation and Other Material
Developments” on page 583.
Risk Factors
Please see “Risk Factors” on page 41. Investors are advised to read the risk factors carefully before making an
investment decision in the Offer. Set forth below are the top 10 risk factors:
S. No. Description of the risk
1. A significant portion of our Revenue from Operations is attributable to our domestic business in India and any
reduction in the demand for our products or economic cyclicality or negative trends in the Indian crop
protection products and natural crop solutions industry, could adversely affect our business, results of
operations and financial condition.
2. Our business is subject to climatic conditions and is cyclical in nature. Seasonal variations and unfavourable
local and global weather patterns may have an adverse effect on our business, results of operations and financial
condition.
3. Our operations are significantly dependent on our Units and any unscheduled, unplanned or prolonged
disruption, slowdown or shutdown at such Units could materially and adversely affect our business,
profitability, financial condition, cash flows and results of operations.
4. Agrochemical and seeds industry is highly regulated and any new innovation takes 5-7 years to bring to the
market and is subject to stringent process evaluation. In the process product developed may not meet the criteria
26S. No. Description of the risk
to produce desired results or cost efficiency or a delay in registrations may result in competitors bringing new
technology, resulting in our planned business and cash flow being adversely affected. In addition, our inability
to identify and understand evolving industry trends, technological advancements, customer preferences and
develop and timely launch new products to meet our customers’ demands may adversely affect our business.
5. Our Company, Promoters and one of our Directors, are subject to ongoing criminal and regulatory proceedings
arising from alleged violations of the Foreign Trade Policy (2009-2014) and Handbook of Procedures of the
Directorate General of Foreign Trade. Any adverse outcome could materially and adversely affect our business,
results of operations, cash flows, financial condition, reputation and our ability to pursue strategic initiatives.
6. We require certain approvals, licenses and permits, including material statutory clearances in the ordinary
course of business, and any failure to obtain or retain them in a timely manner may adversely affect our
operations.
7. We are subject to stringent technical specifications and quality requirements in relation to our products and
any failure to comply with such standards may adversely affect our business and reputation.
8. We are reliant on our distribution network and any delays or disruption in such distribution network may
adversely affect our business, results of operations and financial condition. An inability to effectively manage
or expand our dealer network may affect our business and operations.
9. We typically do not enter into long-term agreements with majority of our customers and distributors. Our
inability to procure new orders on a regular basis or at all may adversely affect our business, financial condition,
cash flows and results of operations.
10. We are dependent on a few key suppliers of certain raw materials and do not have continuing, long term
contracts or exclusive arrangements with such suppliers. Any loss of suppliers or interruptions in the timely
delivery of raw materials or volatility in their prices could have an adverse impact on our business, financial
condition, cash flows and results of operations.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as at September 30, 2025, as derived from our
Restated Consolidated Financial Information.
(in ₹ million)
Particulars As at September 30, 2025
Guarantee other than financial guarantee 25.50
Claims against the group not acknowledged as debts^
- Excise duty 289.41
- Value added tax 5.74
- Goods & services tax 123.84
- Income tax 46.89
- Customs duty 39.86
- Consumer matters 30.53
- Entry tax 692.00
^Including interest and penalty to the extent quantified in the respective orders. All the matters are subject to legal proceedings in the ordinary
course of business. The legal proceedings, when ultimately concluded will not, in the opinion of our management, have a material effect on
results of operations or financial position.
For further details, see “Restated Consolidated Financial Information – Note 40 – Contingent Liabilities”, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 483 and
533, respectively.
Summary of related party transactions
The details of transactions with related parties for the six months ended September 30, 2025 and for the Financial
Years 2025, 2024 and 2023 as derived from the Restated Consolidated Financial Information.
27Six months ended For Financial Year For Financial Year For Financial Year
Name of the September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
related parties (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
S.
with whom Nature of transactions Nature of relationship million) revenue million) revenue million) revenue million) revenue
No.
transactions have from from from from
taken place operations) operations) operation operations)
s)
1 Target Genetics Purchase of goods Associates 8.75 0.04 25.32 0.09 Nil Nil Nil Nil
Company Limited
2 Quay Intech Purchase of property, Enterprises in which Key Managerial Nil Nil Nil Nil 2.69 0.01 Nil Nil
Private Limited plant and equipment Personnel and relatives have
significance influence
3 Nand Kishore Sale of property, plant Enterprises in which Key Managerial Nil Nil Nil Nil 0.01 Negligible 0.35 Negligible
Barathi Charitable and equipment Personnel and relatives have
Trust significance influence
Corporate social Enterprises in which Key Managerial Nil Nil Nil Nil 10.00 0.04 22.50 0.09
responsibility Personnel and relatives have
expenditure significance influence
4 Aviral Crop Field assistant expenses Enterprises in which Key Managerial 337.97 1.71 658.17 2.45 547.33 2.45 519.83 2.07
Science Private Personnel and relatives have
Limited significance influence
Reimbursement of Enterprises in which Key Managerial Nil Nil Negligibl Negligible 0.12 Negligible 0.10 Negligible
expenses incurred by Personnel and relatives have e
group on behalf of significance influence
related party
Legal and professional Enterprises in which Key Managerial Nil Nil Nil Nil Nil Nil 5.00 0.02
Personnel and relatives have
significance influence
5 Ankur Aggarwal Rent expense Key Managerial Personnel 1.28 0.01 3.28 0.01 2.57 0.01 2.05 0.01
Investment in Key Managerial Personnel 1.81 0.01 Nil Nil Nil Nil Nil Nil
partnership firm
(Modern paper), buy out
stake
Loan repaid Key Managerial Personnel Nil Nil Nil Nil 10.00 0.04 Nil Nil
Loan given Key Managerial Personnel Nil Nil Nil Nil 10.00 0.04 Nil Nil
Sales of preference Key Managerial Personnel Nil Nil Nil Nil Nil Nil 350.00 1.39
share
Profit share of non- Key Managerial Personnel 0.16 Negligible 0.09 Negligible 0.31 Negligible 0.33 Negligible
controlling interest
Reimbursement of Key Managerial Personnel Nil Nil Nil Nil Nil Nil 0.22 Negligible
expenses incurred by
28Six months ended For Financial Year For Financial Year For Financial Year
Name of the September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
related parties (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
S.
with whom Nature of transactions Nature of relationship million) revenue million) revenue million) revenue million) revenue
No.
transactions have from from from from
taken place operations) operations) operation operations)
s)
related party on behalf
of group
Reimbursement of Key Managerial Personnel Nil Nil 2.02 0.01 2.25 0.01 0.73 Negligible
expenses incurred by
group on behalf of
related party
Remuneration Key Managerial Personnel 38.72 0.20 49.85 0.19 41.57 0.19 53.57 0.21
Dividend paid Key Managerial Personnel Nil Nil 4.01 0.01 4.43 0.02 5.98 0.02
6 Kanak Aggarwal Rent expense Key Managerial Personnel and their Nil Nil Nil Nil 0.76 Negligible 1.51 0.01
relatives
Dividend paid Key Managerial Personnel and their Nil Nil Nil Nil Nil Nil 71.98 0.29
relatives
7 Anil Jain Reimbursement of Key Managerial Personnel and their 0.01 Negligible 0.06 Negligible 0.14 Negligible 0.17 Negligible
expenses incurred by relatives
related party on behalf
of group
Remuneration Key Managerial Personnel and their 12.31 0.06 14.77 0.05 11.75 0.05 15.27 0.06
relatives
8 Chetan Director sitting fees Key Managerial Personnel and their 0.48 Negligible 0.68 Negligible 0.69 Negligible 0.59 Negligible
Rameshchandra relatives
Desai Commission paid Key Managerial Personnel and their 1.00 0.01 1.00 Negligible 1.00 Negligible Nil Nil
relatives
9 Kanak Nand Dividend paid Enterprises in which Key Managerial Nil Nil Nil Nil 0.00 Negligible Nil Nil
Kishore Aggarwal Personnel and relatives have
Family Trust significance influence
10 Komal Aggarwal Rent expense Key Managerial Personnel and their 0.23 Negligible 0.45 Negligible 0.45 Negligible 0.45 Negligible
relatives
Dividend paid Key Managerial Personnel and their Nil Nil 22.32 0.08 24.66 0.11 33.32 0.13
relatives
Investment in Key Managerial Personnel and their 34.43 0.17 Nil Nil Nil Nil Nil Nil
Partnership firm relatives
(Modern paper), Buy
out stake
29Six months ended For Financial Year For Financial Year For Financial Year
Name of the September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
related parties (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
S.
with whom Nature of transactions Nature of relationship million) revenue million) revenue million) revenue million) revenue
No.
transactions have from from from from
taken place operations) operations) operation operations)
s)
Profit share of non- Key Managerial Personnel and their 3.03 0.02 1.80 0.01 5.94 0.03 6.32 0.03
controlling interest relatives
Legal and professional Key Managerial Personnel and their Nil Nil Nil Nil Nil Nil 0.90 Negligible
relatives
11 Mohit Kumar Goel Reimbursement of Key Managerial Personnel and their 0.59 Negligible 0.71 Negligible 0.38 Negligible 0.05 Negligible
expenses incurred by relatives
related party on behalf
of group
Remuneration Key Managerial Personnel and their 3.61 0.02 4.77 0.02 3.80 0.02 4.94 0.02
relatives
12 Nand Kishore Rent expense Key Managerial Personnel and their 0.38 Negligible 0.75 0.00 0.75 Negligible 0.75 Negligible
Aggarwal relatives
Dividend paid Key Managerial Personnel and their Nil Nil 52.65 0.20 58.15 0.26 6.60 0.03
relatives
Reimbursement of Key Managerial Personnel and their Nil Nil Nil Nil Nil Nil 0.02 Negligible
expenses incurred by relatives
related party on behalf
of group
Remuneration Key Managerial Personnel and their 37.39 0.19 52.69 0.20 38.89 0.17 50.89 0.20
relatives
13 Nand Kishore Dividend paid Enterprises in which Key Managerial Nil Nil 5.98 0.02 6.61 0.03 8.93 0.04
Aggarwal (HUF) Personnel and relatives have
significance influence
14 Nitin Agarwal Reimbursement of Key Managerial Personnel 0.25 Negligible 0.37 Negligible 0.27 Negligible 0.43 Negligible
expenses related party
on behalf of group
incurred by
Remuneration Key Managerial Personnel 7.94 0.04 9.99 0.04 7.05 0.03 6.06 0.02
15 Redson Retail and Rent expense Enterprises in which Key Managerial 18.17 0.09 36.34 0.14 34.91 0.16 31.28 0.12
Reality Private Personnel and relatives have
Limited significance influence
Dividend received Enterprises in which Key Managerial Nil Nil Nil Nil Nil Nil 6.21 0.02
Personnel and relatives have
significance influence
30Six months ended For Financial Year For Financial Year For Financial Year
Name of the September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
related parties (₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
S.
with whom Nature of transactions Nature of relationship million) revenue million) revenue million) revenue million) revenue
No.
transactions have from from from from
taken place operations) operations) operation operations)
s)
Dividend paid Enterprises in which Key Managerial Nil Nil 0.44 Negligible Nil Nil Nil Nil
Personnel and relatives have
significance influence
Reimbursement of Enterprises in which Key Managerial Nil Nil 0.98 Negligible 2.09 0.01 1.77 0.01
expenses incurred by Personnel and relatives have
group on behalf of significance influence
related party
15 Sangeeta Kapiljit Reimbursement of Key managerial personnel and their - - 0.03 Negligible - - - -
Singh expenses incurred by relatives
related party on behalf
of group
Director sitting fees Key managerial personnel and their 0.32 Negligible 0.89 Negligible 0.66 Negligible 0.35 Negligible
relatives
Commission paid Key managerial personnel and their 1.00 0.01 1.00 Negligible 1.00 Negligible - -
relatives
16 Sartaj Sewa Singh Reimbursement of Key managerial personnel and their Nil Nil 0.10 Negligible Nil Nil 0.01 Nil
expenses incurred by relatives
related party on behalf
of group
Director sitting fees Key Managerial Personnel and their 0.51 Negligible 0.92 Negligible 0.76 Negligible 0.64 Negligible
relatives
Commission paid Key Managerial Personnel and their 1.00 0.01 1.00 Negligible 1.00 Negligible Nil Nil
relatives
17 Vikram Singh Reimbursement of Key Managerial Personnel and their Nil Nil Nil Nil Negligible Negligible Negligibl Negligible
expenses incurred by relatives e
related party on behalf
of group
Remuneration Key Managerial Personnel and their 1.59 0.01 2.28 0.01 1.91 0.01 2.00 0.01
relatives
For further details, see “Restated Consolidated Financial Information – Note 42 – Information on related party transactions pursuant to Ind AS 24 – Related Party
Disclosures” on page 484.
31Financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors, and any of their relatives (as defined under the Companies Act, 2013) have financed the purchase by
any other person of securities of our Company during a period of six months immediately preceding the date of
this Draft Red Herring Prospectus.
Weighted average cost of acquisition of all shares transacted during the last one year, 18 months and three
years from the date of this Draft Red Herring Prospectus
Period Weighted average Cap Price is ‘x’ times Range of acquisition
cost of acquisition the weighted average price: lowest price –
(in ₹) cost of acquisition* highest price (in ₹)@
One year preceding the date of this Draft Negligible [●] Nil - 600.00
Red Herring Prospectus
18 months preceding the date of this Draft Negligible [●] Nil - 600.00
Red Herring Prospectus
Three years preceding the date of this Draft 1.06 [●] Nil - 600.00
Red Herring Prospectus
@As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate
dated December 17, 2025.
*To be updated upon finalization of the Price Band.
There has been no acquisition of CCDs in the immediately preceding three years, 18 months and one year.
Weighted average price at which the specified securities were acquired by our Promoters and each of the
Selling Shareholders during the last one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which specified securities were acquired by our Promoters (including the Promoter
Selling Shareholders) and the Selling Shareholders in the one year immediately preceding the date of this Draft
Red Herring Prospectus is as set forth below.
Number of specified Weighted average price of
Name securities acquired in the last Equity Shares acquired in the
one year last one year (in ₹)@
Promoters
Nand Kishore Aggarwal#* 26,055,614 Nil
Ankur Aggarwal# 8,782,122 Negligible
Komal Aggarwal# - -
Ankur Aggarwal KNK Family Trust** 48,301,143 Nil
Investor Selling Shareholders
International Finance Corporation Nil Nil
IFC Emerging Asia Fund, LP Nil Nil
@As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate
dated December 17, 2025.
#Also participating in the Offer as a Promoter Selling Shareholder.
* Shares acquired within the last one year have been recorded at nil cost of acquisition, as they were received through: (i) dissolution of NK
Aggarwal (HUF); and (ii) through gifting of shares from Komal Aggarwal.
**Shares acquired within the last one year have been recorded at nil cost of acquisition, as they were received through gifting of shares from
Nand Kishore Aggarwal.
Average cost of acquisition of Equity Shares held by our Promoters and each of the Selling Shareholders
The average cost of acquisition per Equity Share held by our Promoters and each of the Selling Shareholders as
on the date of this Draft Red Herring Prospectus is as set forth below:
Name Number of Equity Number of Equity Average cost of
Shares of face Shares upon acquisition of Equity
value ₹10 each conversion of the Shares of face value
CCDs ₹10 each (in ₹)*@
Promoters
Nand Kishore Aggarwal# 49,893,309 49,893,309 Nil
Ankur Aggarwal# 14,765,558 14,765,558 23.51
Komal Aggarwal# 7,413,214 7,413,214 55.26
Ankur Aggarwal KNK Family Trust 48,301,143 48,301,143 Nil
32Name Number of Equity Number of Equity Average cost of
Shares of face Shares upon acquisition of Equity
value ₹10 each conversion of the Shares of face value
CCDs ₹10 each (in ₹)*@
Investor Selling Shareholders
International Finance Corporation Nil 4,668,285 240.99
IFC Emerging Asia Fund, LP Nil 7,780,525 240.99
*As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate
dated December 17, 2025.
@ As of the date of this Draft Red Herring Prospectus, IFC and IFC Emerging Fund do not hold any Equity shares. An aggregate of 11,250,000
IFC CCDs and 18,750,000 IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and 7,780,525 Equity Shares respectively,
prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) of the SEBI ICDR Regulations. The above
proposed conversion has been considered while computing the weighted average cost of acquisition of Equity Shares held as on date of this
Draft Red Herring Prospectus.
#Also participating in the Offer as a Promoter Selling Shareholder.
Details of price at which specified securities were acquired in the last three years by our Promoters, each
of the Selling Shareholders, members of the Promoter Group and Shareholders with right to nominate
directors or other special rights
Except as stated below, none of our Promoters, members of the Promoter Group, each of the Selling Shareholders
and Shareholders with right to nominate Directors or other special rights have acquired any specified securities in
the three years immediately preceding the date of this Draft Red Herring Prospectus:
Name of the acquirer Face value Date of acquisition Number of specified Acquisition price per
securities acquired specified security (in
₹)*
Promoters
Ankur Aggarwal$% 10 November 17, 2023 325 265.09@
Nand Kishore 10 November 20, 2023 71,979,415 NA
Aggarwal$%
Nand Kishore 10 March 20, 2025 8,930,663 Nil
Aggarwal$%
Nand Kishore 10 November 27, 2025 17,124,951 NA
Aggarwal$%
Ankur Aggarwal$% 10 November 27, 2025 8,782,026 NA
Ankur Aggarwal 10 November 27, 2025 31,176,192 NA
KNK Family Trust
Ankur Aggarwal$% 10 December 1, 2025 1 600.00
Ankur Aggarwal$% 10 December 1, 2025 1 600.00
Ankur Aggarwal 10 December 3, 2025 17,124,951 NA
KNK Family Trust
Ankur Aggarwal$% 10 December 4, 2025 94 NA
Promoter Group
Redson Retail and 10 November 17, 2023 650,275 265.09@
Reality Private
Limited
Malvika Aggarwal 10 March 6, 2025 1 NA
Education Trust
Advika Aggarwal 10 March 6, 2025 1 NA
Education Trust
Komal Aggarwal 10 November 27, 2025 3,220,076 NA
KNK Family Trust
Pooja Bansal KNK 10 November 27, 2025 3,220,076 NA
Family Trust
Investor Selling Shareholders
International Finance NA NA NA NA
Corporation#
IFC Emerging Asia NA NA NA NA
Fund, LP#
*As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate
dated December 17, 2025.
#As of the date of this Draft Red Herring Prospectus, IFC and IFC Emerging Fund do not hold any Equity shares. An aggregate of 11,250,000
IFC CCDs and 18,750,000 IFC Emerging CCDs, will be converted into 4,668,285 Equity Shares and 7,780,525 Equity Shares respectively,
prior to the filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 5(2) of the SEBI ICDR Regulations. IFC and
33IFC Emerging Fund have the right to nominate Directors along with other special rights and shall be additional shareholders at the time of
filing the Red Herring Prospectus with RoC.
$Also participating in the Offer as a Promoter Selling Shareholder.
%Also shareholders with right to nominate Directors or other special rights.
@Equity Shares were allotted pursuant to the scheme of arrangement in the nature of demerger approved by our Board on June 21, 2022,
through which the ‘Agri Chemical and Equipment Business Undertaking’ was demerged from Aviral Crop Science Private Limited
(“Demerged Company”) and transferred to our Company. Accordingly, the cost of acquisition of these equity shares has been determined at
₹265.09 per equity share. For further details, see “History and Certain Other Corporate Matters – Details regarding material acquisitions
or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – Scheme of demerger
between our Company and Aviral Crop Science Private Limited” on page 365.
Details of Pre-IPO Placement
Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain
investors for an amount aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing
of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided
by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to
the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed
with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement
(if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
Our Company shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges,
within 24 hours of such Pre-IPO Placement (in part or entirety).
Offer of Equity Shares for consideration other than cash or bonus issuances during the last one year
Our Company has not issued Equity Shares for consideration other than cash or made bonus issuances in the one
year preceding the date of this Draft Red Herring Prospectus.
Split/consolidation of Equity Shares during the last one year
Our Company has not undertaken a split or consolidation of the Equity Shares during the one year preceding the
date of this Draft Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by the Securities and
Exchange Board of India
Our Company has not sought any exemption from complying with any provisions of securities laws, as on the
date of this Draft Red Herring Prospectus.
34CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain conventions
All references in this Draft Red Herring Prospectus to ‘India’ are to the Republic of India and its territories and
possessions and unless otherwise specified, all references herein to the ‘Government’, ‘Indian Government’,
‘GoI’, ‘Central Government’ or the ‘State Government’ are to the Government of India, central or state, as
applicable. All references in this Draft Red Herring Prospectus to the “U.S.”, “USA” or “United States” are to the
United States of America. All references in this Draft Red Herring Prospectus to “Australia”, “South Africa” and
“Europe”, are to the Australia, South Africa and the European Union and their territories and possessions,
respectively.
Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time.
Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.
Unless otherwise stated, all references to page numbers in this Draft Red Herring Prospectus are to page numbers
of this Draft Red Herring Prospectus.
Currency and units of presentation
All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “U.S. Dollar(s)” or “USD” or “US Dollar” are to United States Dollars, the official
currency of the United States of America. All references to “AUD”, “A$” are to Australian Dollar, the official
currency of Australia. All references to “Rand” are to the South African Rand, the official currency of South
Africa. All references to “Euro” or “€” are to Euro, the official currency of certain member states of the European
Union.
Exchange rates
This Draft Red Herring Prospectus contains conversion of various currencies into Rupees that have been presented
solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be
considered as a representation that these currency amounts have been, could have been or can be converted into
Rupees at any particular rate, the rates stated below or at all. Unless otherwise stated, the exchange rates referred
to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as follows:
(in ₹)
Currency Exchange rate as on
As on six months
ended September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025
1 USD 88.71 85.53 83.34 82.15
1 AUD 58.27 53.76 54.25 55.00
1 Rand 5.13 4.63 4.41 4.57
1 Euro 104.01 92.60 89.94 89.35
^Source: Oanda reference rate as available on https://www.oanda.com/currency-converter. The price for the period end refers to the price on
the last day of the respective period/year end.
Financial and other data
Unless stated or the context requires otherwise, the financial information and the financial ratios in this Draft Red
Herring Prospectus are derived from our Restated Consolidated Financial Information.
The restated consolidated financial information of our Company (the Company, its subsidiaries, step down
subsidiaries, partnership firm and controlled trusts, together referred to as “the Group”) and its associate
comprising 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 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 for the Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023, the summary statements of material accounting policies and other
explanatory information and notes, prepared to comply in all material respects with Ind AS as specified under
35Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (as
amended from time to time) presentation requirements of Division II of Schedule III to the Companies Act, 2013
and other relevant provisions of the Companies Act, 2013, as approved by the Board of Directors of our Company
at their meeting held on December 12, 2025 and restated in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013;
b) The SEBI ICDR Regulations; and
c) ICAI Guidance Note.
(collectively, the “Restated Consolidated Financial Information”).
For further details, see “Financial Information” on page 419.
Our fiscal year (“Fiscal”, “Fiscal Year”, or “Financial Year”) commences on April 1 of each year and ends on
March 31 of the immediately subsequent year. Accordingly, all references to a particular Fiscal, Fiscal Year or
Financial Year are to the 12 months ended March 31 of that particular year, unless otherwise specified. The
financial information for the six months ended September 30, 2025 should not be taken as an indication of the
expected financial condition or results of operations of our Company for the relevant full Financial Year, and are
not comparable with the annual financial information for Fiscals 2025, 2024 and 2023.
There are significant differences between Ind AS, the International Financial Reporting Standards issued by the
International Accounting Standard Board (the “IFRS”) and the Generally Accepted Accounting Principles in the
United States of America (the “U.S. GAAP”). Our Company does not provide reconciliation of its financial
information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify their
impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your
own advisors regarding such differences and their impact on our Company’s financial data. Accordingly, the
degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any
reliance by persons not familiar with accounting standards in India, the Ind AS, the Companies Act, 2013 and the
SEBI ICDR Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus should
accordingly be limited. See, “Risk Factors – Significant differences exist between Ind AS and other accounting
principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may
consider material to their assessment of our financial condition” on page 96.
All the figures in this Draft Red Herring Prospectus have been presented in million or in whole numbers where
the numbers have been too small to present in million unless stated otherwise. One million represents 1,000,000
and one billion represents 1,000,000,000. Certain figures contained in this Draft Red Herring Prospectus,
including financial information, have been subject to rounding adjustments. Any discrepancies in any table
between the totals and the sum of the amounts listed are due to rounding off. All figures in decimals have been
rounded off to the two decimal points. In certain instances, (i) the sum or percentage change of such numbers may
not conform exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain tables
may not conform exactly to the total figure given for that column or row. However, figures sourced from third
party industry sources may be expressed in denominations other than million or may be rounded off to other than
two decimal points in the respective sources, and such figures have been expressed in this Draft Red Herring
Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective
sources.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 41,
284 and 533, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis
of our Restated Consolidated Financial Information.
Non-generally accepted accounting principles financial measures
Certain non-generally accepted accounting principles (“Non-GAAP”) financial measures, and certain other
statistical information relating to our operations and financial performance, such as EBITDA, EBITDA Margin
(%), Adjusted EBITDA, Adjusted EBITDA Margin (%), PAT Margin, Gross Margin, Gross Margin (%), Net Debt
to Equity, Net Worth, Return on Net Worth (%), Net Asset Value per Equity Share, Return on Equity (%), Return
on Capital Employed (%), Adjusted Return on Capital Employed (%), Net Working Capital Days and other industry
36measures (“Non-GAAP Measures”) presented in this Draft Red Herring Prospectus are a supplemental measure
of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or U.S.
GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity
under Ind AS and should not be considered in isolation or construed as an alternative to cash flows, profit/(loss)
for the year 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. In addition, the Non-GAAP Measures as used by the Company and their definition as set out herein,
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 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 they are widely used measures to evaluate a company’s
operating performance. See, “Risk Factors – We track certain operational metrics and non-GAAP measures for
our operations. Certain operational metrics are subject to inherent challenges in measurement in such metrics
may adversely affect our business and reputation” on page 81.
Industry and market data
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources. 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. Accordingly, no
investment decision should be made solely on the basis of such information. Further, industry sources and
publications are also prepared based on information as of a specific date and may no longer be current or reflect
current trends.
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus is derived from the
report titled, “Independent Market Report on Agrochemicals & Seeds Industry” dated December 16, 2025 (“F&S
Report”) prepared by Frost & Sullivan (India) Private Limited, appointed by our Company pursuant to an
engagement letter dated August 19, 2025, and such F&S Report has been commissioned by and paid for by our
Company, exclusively in connection with the Offer. Further, Frost & Sullivan has, pursuant to their consent letter
dated December 16, 2025 accorded its no objection and consent to use the F&S Report in connection with the
Offer and has also confirmed that it is an independent agency, and that it is not a related party, as per the definition
of “related party” under the Companies Act, 2013 and SEBI Listing Regulations to the Book Running Lead
Managers, our Company, Selling Shareholders, our Associate, our Directors, our Promoters, our Subsidiaries, our
Key Managerial Personnel or our Senior Management. F&S has required us to include the following disclaimer
in connection with the F&S Report:
“Frost & Sullivan has taken due care and caution in preparing this report (“F&S Report”) based on the
information obtained by Frost & Sullivan from sources which it considers reliable (“Data”). This F&S Report is
not a recommendation to invest/ disinvest in any entity covered in the F&S Report and no part of this F&S Report
should be construed as an expert advice or investment advice or any form of investment banking within the
meaning of any law or regulation. Without limiting the generality of the foregoing, nothing in the F&S Report is
to be construed as Frost & Sullivan providing or intending to provide any services in jurisdictions where Frost
& Sullivan does not have the necessary permission and/or registration to carry out its business activities in this
regard. Crystal Crop Protection Limited will be responsible for ensuring compliances and consequences of non-
compliances for use of the F&S Report or part thereof outside India. No part of this F&S Report may be
published/reproduced in any form without Frost & Sullivan’s prior written approval.”
The F&S Report is available on the website of our Company at www.crystalcropprotection.com and has also been
included in “Material Contracts and Documents for Inspection – Material Documents” on page 681.
The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends
on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are
no standard data gathering methodologies in the industry in which we conduct our business, and methodologies
and assumptions may vary widely among different industry sources. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk
Factors - This Draft Red Herring Prospectus contains information from the F&S Report, which has been
exclusively commissioned and paid for by our Company solely for the purposes of the Offer.” on page 82.
Accordingly, investment decisions should not be based solely on such information.
37In accordance with the SEBI ICDR Regulations, disclosures have been included in “Basis for Offer Price” on
page 169, includes information relating to our peer group companies and industry averages. Such information has
been derived from publicly available sources. Such public sources and publications are also prepared based on
information as at specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base this information on estimates and assumptions that may prove to be incorrect.
Notice to prospective investors in the United States
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or
any state securities laws in the United States, and unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold outside the United States in ‘offshore transactions’ in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction
38FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain “forward-looking statements”. All forward-looking statements
are subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. All statements regarding our
expected financial condition and results of operations, objectives, business, plans and prospects are forward
looking statements, which include statements with respect to our business strategy, our expected revenue and
profitability, our goals and other matters discussed in this Draft Red Herring Prospectus, regarding matters that
are not historical facts. These forward-looking statements can generally be identified by words or phrases such as
“aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”,
“project”, “will continue”, “seek to”, “strive to”, “will pursue”, “will achieve”, “can”, “may” or other words
or phrases of similar import. Similarly, statements which describe our strategies, objectives, plans or goals are
also forward-looking statements. However, these are not the exclusive means of identifying forward-looking
statements. All forward-looking statements whether made by us or any third parties in this Draft Red Herring
Prospectus are based on our current plans, estimates, presumptions and expectations, which in turn are based on
currently available information. and are subject to risks, uncertainties and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statements. Forward-
looking statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a
guarantee of future performance. Although we believe that the assumptions on which such statements are based
are reasonable, any such assumptions as well as the statements based on them could prove to be inaccurate.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes in the industry
we operate in and our ability to respond to them, our ability to successfully implement our strategy, our growth
and expansion, technological changes, our exposure to market risks, general economic and political conditions in
India that may have an impact on our business or investments, monetary and fiscal policies of India, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates and prices,
the general performance of Indian and global financial markets, changes in the competitive landscape and
incidence of any natural calamities and/or violence, changes in laws, regulations and taxes and changes in
competition in our industry.
Significant factors that could cause our actual results to differ materially include but are not limited to the
following:
• Our dependence on India for a significant share of our revenue and any decline in domestic demand or
downturn in the Indian crop protection and natural solutions industry could materially affect our business and
results.
• The cyclical nature of our business and our dependence on weather and seasonal locally and globally.
• Our dependence on our Units, and any disruption, slowdown, or shutdown could materially affect our
business, profitability, financial condition and results of operations.
• Our ability to identify and respond to evolving industry trends, technological advances, and customer
preferences, and to develop and launch new products on time, may adversely affect our business.
• Outcome of our ongoing criminal and regulatory proceedings.
• Our ability obtain, renew, or maintain required permits, licenses, and registrations.
• Our ability to comply with stringent technical and quality requirements.
For a further discussion of factors that could cause our actual results to differ from expectations, see “Risk
Factors”, “Our Business”, “Industry Overview”, and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 41, 284, 206 and 533, respectively. By their nature, certain market
risk disclosures are only estimates and could be materially different from what actually occurs in the future.
We cannot assure 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 as a guarantee of our future performance.
Neither our Company, our Promoters, any of the Selling Shareholders, Directors, nor the BRLMs, or any of their
respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition.
39In accordance with the SEBI ICDR Regulations and as prescribed under applicable law, our Company will ensure
that Bidders in India are informed of material developments, pertaining to our Company and the Equity Shares
forming part of the Offer from the date of this Draft Red Herring Prospectus until the time of the grant of listing
and trading approvals by the Stock Exchanges. Further, in accordance with the requirements of SEBI and as
prescribed under the applicable law, the Selling Shareholders shall, severally and not jointly, ensure (through our
Company and the BRLMs) that the Bidders in India are informed of material developments solely to the extent of
statements specifically confirmed or undertaken in this Draft Red Herring Prospectus by them in relation to
themselves as a Selling Shareholder and with respect to their respective portion of Offered Shares until the time
of the grant of listing and trading approvals by the Stock Exchanges, pursuant to the Offer.
40SECTION II – RISK FACTORS
An investment in equity shares involves a high degree of risk. Investors should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in our Equity Shares. We have described the risks and uncertainties that we believe are
material, but these risks described below may not be the only ones relevant to us or our Equity Shares, the industry
in which we operate or to India and other jurisdictions we operate in. Additional risks and uncertainties, not
currently known to us or that we currently do not deem material may also adversely affect our business, results
of operations, cash flows and financial condition. If any or a combination of the following risks, or other risks
that are not currently known or are not currently deemed material, actually occur, our business, results of
operations, cash flows, prospects and financial condition could be adversely affected, the trading price of our
Equity Shares could decline, and investors may lose all or part of their investment. In order to obtain a more
detailed understanding of our Company and our business, prospective investors should read this section in
conjunction with “Our Business”, “Industry Overview”, “Key Regulations and Policies in India”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Consolidated Financial Information” on pages 284, 206, 343, 533 and 419, respectively, as well as the other
financial information contained in this Draft Red Herring Prospectus. In making an investment decision,
prospective investors must rely on their own examination of us and our business and the terms of the Offer
including the merits and risks involved.
Prospective investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors should pay
particular attention to the fact that our Company and a majority of our Subsidiaries are incorporated under the
laws of India and are subject to a legal and regulatory environment in India, which may differ in certain respects
from that of other countries.
This Draft Red Herring Prospectus also contains certain forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and elsewhere in
this Draft Red Herring Prospectus. For further information, see “Forward-Looking Statements” on page 39.
Unless otherwise indicated, the financial information included herein is based on our Restated Consolidated
Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated
Consolidated Financial Information” on page 419. Our fiscal year ends on March 31 of each year, and
references to a particular fiscal are to the twelve months ended March 31 of that year.
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Independent Market Report on Agrochemcials and Seeds Industry”
dated December 16, 2025 (the “F&S Report”) prepared and issued by Frost & Sullivan, pursuant to an
engagement letter dated August 19, 2025. The F&S Report has been exclusively commissioned and paid for by us
in connection with the Offer. The data included herein includes excerpts from the F&S Report and may have been
re-ordered by us for the purposes of presentation. A copy of the F&S Report is available on the website of our
Company at https://www.crystalcropprotection.com/Crystal_Industry_report.pdf. Unless otherwise indicated,
financial, operational, industry and other related information derived from the F&S Report and included herein
with respect to any particular year refers to such information for the relevant calendar year. For further
information, see “– This Draft Red Herring Prospectus contains information from the F&S Report, which has
been exclusively commissioned and paid for by our Company solely for the purposes of the Offer.” on page 82.
INTERNAL RISK FACTORS
1. A significant portion of our Revenue from Operations is attributable to our domestic business in India
and any reduction in the demand for our products or economic cyclicality or negative trends in the Indian
crop protection products and natural crop solutions industry, could adversely affect our business, results
of operations and financial condition.
Our business is heavily focused on domestic sales, which include both the distribution of our brands within the
country and sales to domestic corporate clients. As a result, our performance is closely tied to the overall health of
the Indian crop protection products and natural crop solutions industry. The table below sets forth details of revenue
generated from domestic and international sales and as a percentage of our Revenue from Operations for the six
41months ended September 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024 and March 31,
2023:
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % of Amount % of Amount % of Amount % of
(in ₹ Revenue (in ₹ Revenue (in ₹ Revenue (in ₹ Revenue
million) from million) from million) from million) from
Operations Operations Operations Operations
Domestic 18,849.10 95.29 26,226.36 97.48 21,807.58 97.80 24,614.60 97.94
sales
(attributed to
the group’s
country of
domicile,
India)
International 295.99 1.50 462.02 1.72 491.69 2.20 518.38 2.06
sales*
(attributed to
foreign
countries)
Total 19,145.09 96.79 26,688.38 99.20 22,299.27 100.00 25,132.98 100.00
*The above amount is exclusive of royalty income and net economic benefits accruing to our Company.
Crop protection products and natural crop solutions business attributes for a significant portion of our Revenue
from Operations. The table below provides details of the revenue generated from each of the business segments
we cater to, for the six months ended September 30, 2025 and Financial Years ended March 31, 2025, March 31,
2024 and March 31, 2023:
Particulars of business For the six months For the financial For the financial For the financial
ended year ended year ended year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % of Amount % of Amount % of Amount % of
of total of total of total of total
revenue revenue revenue revenue revenue revenue revenue revenue
generate generated generated generated
(in ₹ (in ₹ (in ₹ (in ₹
million) million) million) million)
Crop protection 15,156.14 77.82 22,010.07 81.74 18,367.18 83.40 20,679.15 86.87
products and natural
crop solutions
Seeds* 4,204.54 21.59 4,698.79 17.45 3,544.31 16.09 3,013.29 12.66
Others 114.63 0.59 217.32 0.81 113.07 0.51 112.53 0.47
Total** 19,475.31 100.00 26,926.18 100.00 22,024.56 100.00 23,804.97 100.00
*I&B Seeds was acquired by our Company in October 2024 and accordingly, this reflects the revenue generated for five months only. For
details on the acquisition, See “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
**Figures are exclusive of non-operational business of 13 limited liability partnership firms for the six months ended September 30, 2025, and
Fiscals 2025, 2024 and 2023 amounting to Nil, ₹5.14 million, ₹374.28 million and ₹1,457.35 million, respectively, and gross of provision for
sales returns/inter-company eliminations for the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023 amounting to ₹363.98
million, ₹347.42 million, ₹202.31 million and ₹224.38 million, respectively.
For the six months ended September 30, 2025, we derived 77.82% of our Revenue from Operations from the sale
of our crop protection products and natural crop solutions. As a result, factors affecting the crop protection and
natural crop solutions industry or our customers for these products, such as, (i) seasonality or the cyclical nature
of demand for our customers’ products, which may cause our manufacturing capacities to be under utilised during
specific periods; (ii) loss of market share, which may lead our customers to reduce or discontinue the purchase of
our products; and (iii) economic conditions of the markets in which our customers operate, could have an adverse
effect on our business and sales to our customers would decline substantially. Accordingly, any significant
downturn or negative trends in the crop protection and natural crop solutions industry could have a significant
impact on our results of operations, financial condition and growth prospects.
There can be no assurance that we will not be affected by events adversely impacting the Indian crop protection
and natural crop solutions industry in the future. As the Indian crop protection and natural crop solutions industry
is subject to changes in regulatory or industry requirements and is highly competitive, our ability to continue to
42generate consistent volumes of business also depends on our ability to develop and introduce new products in a
timely manner. However, there can be no assurance that we will be able to secure the necessary technological
knowledge or capabilities or necessary registrations which will allow us to expand our product portfolio in a timely
manner or at all, or that any products we develop and introduce will achieve market acceptance as anticipated.
While we have not had to discontinue a product on account of regulatory and industry changes in the past, we may
be unable to anticipate changes in technology and regulatory standards in the Indian crop protection and natural
crop solutions industry in the future. As a result, we may not be able to successfully develop, manufacture, and
bring to market new and innovative and/or improved products, or respond to evolving business models. Any failure
to successfully develop, launch and market new products and a deterioration of the Indian crop protection and
natural crop solutions industry as a whole could adversely affect our business, cash flows and results of operations.
2. Our business is subject to climatic conditions and is cyclical in nature. Seasonal variations and
unfavourable local and global weather patterns may have an adverse effect on our business, results of
operations and financial condition
Our business, operations, revenues, and cash flows are subject to pronounced seasonality driven by cropping cycles
and weather conditions in India and our export markets. In India, demand for crop protection products and natural
crop solutions, and seeds is closely tied to the Kharif (typically April–September) and Rabi (typically October–
March) sowing and application windows. Purchases by distributors, retailers and farmers are concentrated in the
pre-season and peak season months, while off-season demand is typically lower. As a result, our sales, working
capital requirements, inventory build-up, capacity utilization and profitability can vary significantly from quarter
to quarter and year to year. There can be no assurance that peak season demand will recur at historical levels or
that off-season sales will compensate for any shortfall.
Adverse, delayed or spatially uneven monsoons, unseasonal rains, floods, droughts, heat waves, cold spells,
cyclones and other weather events, as well as shifts in pest and disease incidence and intensity, may materially
reduce or defer demand for our formulations (insecticides, fungicides, herbicides), plant nutrition and soil health
products, and seeds. Narrow sowing and spraying windows mean that missed or truncated application periods may
not be recoverable later in the year. Weather variability can also cause rapid and unpredictable changes in product
mix (for example, a shift from insecticides to fungicides or herbicides, or vice versa), which may adversely affect
business, results of operations and financial conditions.
The demand for our seeds is also dependent on several other factors, including but not limited to traditional sowing
and cropping seasons and commercial sales seasons in the jurisdictions in which we operate, weather conditions,
irrigation facilities, crop yields, farmers having access to credit and overall agricultural production. Unsold or aged
seed lots may require revalidation, reprocessing, re-tagging or may be subject to write‑downs or disposal if they
fail to meet regulatory or quality specifications, which could adversely impact our results. Any delays in such
traditional cropping and commercial sales seasons or any adverse variations to the abovementioned factors can
affect our profitability and financial condition.
In our international business, cropping calendars in different geographies and hemispheres creates additional
seasonality in export orders for both formulations and technicals. Misalignment between production cycles and
overseas sowing seasons can lead to deferred orders, cancellations or discounting. Localized weather events in our
key export markets, such as Turkey, UAE, Bangladesh, Nepal, Nigeria, Tanzania, Zimbabwe, South Africa, Egypt
and Indonesia for our crop protection and natural crop solutions and Japan, Bangladesh, Nepal, United States of
America and Thailand for our seeds business, may similarly reduce demand for our products, which may impact
our business, operations and financial conditions. While we have not witnessed any such instances in the six months
ended September 30, 2025 and Fiscals 2025, 2024 and 2023, we cannot assure you that such instances will not
take place in the future, thereby adversely impacting our business and results of operations.
Our working capital requirements typically peak prior to the sowing seasons as we build inventory and extend
credit to distributors. Any mismatch between inventory build-up and actual demand may lead to higher inventory
holding costs, product obsolescence, or increased receivables. Conversely, underestimating demand can result in
stock-outs, loss of market share
As a result of seasonal fluctuations, our sales and results of operations may vary and may not be relied upon as
indicators of the sales or results of operations, or of our future performance. If we are unable to accurately account
for, or make provisions in relation to such seasonal fluctuations, our quarterly revenues and profitability may be
adversely affected.
433. Our operations are significantly dependent on our Units and any unscheduled, unplanned or prolonged
disruption, slowdown or shutdown at such Units could materially and adversely affect our business,
profitability, financial condition, cash flows and results of operations.
As of the date of this Draft Red Herring Prospectus, our Company operates six manufacturing units and three seed
processing units across India and has also acquired land for the commissioning of a new plant in Jhagadia, Gujarat.
Our business is reliant on our ability to manage our Units and the operational risks that they are exposed to. Any
unscheduled, unplanned or prolonged disruption, slowdown or shutdown of our manufacturing operations at any
of our Units, including due to power failure, fire, unexpected mechanical failure of equipment, obsolescence,
labour disputes, strikes, lock-outs, earthquakes and other natural disasters, industrial accidents or any significant
social, political or economic disturbances, or infectious disease outbreaks such as the COVID-19 pandemic, could
reduce or completely hinder our ability to manufacture our products and adversely affect sales and revenues from
operations in such period. We cannot assure you that we will be able to effectively respond to such breakdown,
shutdown, slowdown, or disruptions in a timely and cost-effective manner, which could have an adverse effect on
our business, financial condition, cash flows and results of operations. While there have been no such shutdowns,
slowdowns, or disruptions during the six months ended September 30, 2025 and Fiscals ended March 31, 2025,
March 31, 2024 and March 31, 2023, we cannot assure you that such instances will not occur in the future.
In addition, we may be subject to manufacturing disruptions due to contraventions by us of any of the conditions
of our regulatory approvals, which may require our Units to cease, or limit, production until the disputes concerning
such approvals are resolved. While we may be able to transfer manufacturing activities to another facility, servicing
our customers from distant manufacturing locations may lead to delays and increased costs which could impact
our reputation and profitability.
Our operations are dependent on our machinery and equipment for manufacturing our crop protection and natural
crop solutions as well as our seeds. Any significant malfunction or breakdown of our machinery may entail
significant repair and maintenance costs and cause delays in our operations. We may also be required to carry out
planned shutdowns of our facilities for maintenance, statutory inspections and testing, or may shut down certain
facilities for capacity expansion and equipment upgrades. Interruptions in production may increase our costs or
reduce sales or require us to make substantial capital expenditure to remedy the situation, which may negatively
affect our business, profitability, financial condition, cash flows and results of operations.
4. Agrochemical and Seeds industry is highly regulated and any new innovation takes 5-7 years to bring to
the market and is subject to stringent process evaluation. In the process product developed may not meet
the criteria to produce desired results or cost efficiency or a delay in registrations may result in
competitors bringing new technology, resulting in our planned business and cash flow being adversely
affected. In addition, our inability to identify and understand evolving industry trends, technological
advancements, customer preferences and develop and timely launch new products to meet our customers’
demands may adversely affect our business.
Our Company is an India-headquartered crop protection products and natural crop solutions and seed
manufacturing company with a special focus on research and development (“R&D”). Our operations are driven
by our R&D capabilities, and we constantly develop new products and processes, improve our existing production
processes, adopt advanced production technology, and improve quality of our existing products coupled with cost
efficiency, to distinguish ourselves from competitors, maintain our market share across product categories and
suitably respond to the evolving needs of farmers. Breeding seeds requires extensive research. This multi-year,
intricate process is one of the most R&D-intensive industries in the world, requiring a large investment in R&D
and driving sustainability, rural development, and agricultural output. (Source: F&S Report)
Details of our R&D expenses including capital expenditure, including as a percentage of Revenue from Operations
for the six months ended September 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024
and March 31, 2023, are as set out below:
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Research and 323.32 595.88 476. 85 401.11
development expenses
including capital
expenditure (in ₹
million)
44Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Research and 1.80 2.31 2.19 1.64
development expenses
as a percentage of Total
Expenses (including
R&D capital
expenditure) (%)
Research and
development expenses
as a percentage of 1.63 2.21 2.14 1.60
Revenue from
Operations (%)
Our innovation-led approach has enabled us to introduce various products. The new products launched in Crystal
Crop Protection branded formulation business and Seeds – Field Crop business, for the six months ended
September 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 are
provided below:
Particulars Unit For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Crystal Crop Nos. 2 14 5 5
Protection
branded
formulation
business
Seeds – Field Nos. 6 5 6 3
Crop business
Set out below the details of our Innovation rate for the six months ended September 30, 2025 and for the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars Unit For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from ₹ in 1,664.60 2,049.05 1,516.10 1,639.02
new products million
launched in the
last four years
(Crystal Crop
Protection
branded
formulation
business)
Total Crystal ₹ in 6,967.83 11,362.66 9,464.71 10,609.40
Crop Protection million
branded
formulation
business
revenue
Innovation (%) 23.89 18.03 16.02 15.45
Rate Crystal
Crop
Protection
branded
formulation
business*
Revenue from ₹ in 696.89 750.99 334.57 171.08
new products million
launched in the
last four years
(Seeds – Field
Crop business)
Total Seeds – ₹ in 3,470.95 4,171.93 3,412.48 2,893.34
Field Crop million
business
revenue
45Particulars Unit For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Innovation (%) 20.08 18.00 9.80 5.91
Rate Seeds
Field Crop
business*
*Note:Innovation Rate indicates revenue from new products launched in the last four years in our Crystal Crop Protection branded
formulation business and Seeds field crop business divided by total revenue of Crystal Crop protection branded formulation business and
Seeds field crop business, respectively, in the relevant period/year.
Delays in any part of the process or our inability to obtain the necessary protection under applicable intellectual
property laws, or regulatory approvals for our products or failure of a product to be successful at any stage could
adversely affect our business, results of operations and financial condition. While there have been no such instances
in the six months ended September 30, 2025 and the past three Fiscals, we cannot assure you that such instances
would not occur in the future. Further, our competitors may develop competing technologies that gain market
acceptance before or instead of our products. Further, to enable smooth operations at our R&D Centre, we are also
highly dependent on skilled workforce. The loss of the services of such skilled personnel or our inability to recruit
or train a sufficient number of experienced personnel may have an adverse effect on our financial results and
business prospects.
While we continue to invest in our R&D capabilities and initiatives, we cannot assure you that we will be able to
successfully develop, register and commercialize new products in a timely and cost‑effective manner. In addition,
the crop protection products and natural crop solutions and seeds industries are characterized by technological
advancements, introduction of innovative products, price fluctuations and intense competition. There can be no
assurance that we will be able to secure the necessary technological knowledge through our own R&D or through
in‑licensing, collaborations or acquisitions, or that we will be able to respond to industry trends by developing and
offering cost‑effective products. The investments made by us in our R&D operations may not yield satisfactory
results which can impact our business, cash flows and results of operations. Further, our ongoing investments in
research and development for new products and processes may result in higher costs without a proportionate
increase in revenues and we may not be able to pass on such costs to our customers.
5. Our Company, Promoters and one of our Directors, are subject to ongoing criminal and regulatory
proceedings arising from alleged violations of the Foreign Trade Policy (2009-2014) and Handbook of
Procedures of the Directorate General of Foreign Trade. Any adverse outcome could materially and
adversely affect our business, results of operations, cash flows, financial condition and reputation.
Our Company, two of our Individual Promoters, Nand Kishore Aggarwal and Ankur Aggarwal (also one of our
Directors), certain of our erstwhile directors including Mohit Kumar Goel and the then joint director of the
Directorate General of Foreign Trade, Ahmedabad, Gujarat, A.K. Singh (“Accused Persons”) along with
Bhadresh Trading Corporation Limited, have been accused of violating the provisions of the of the Foreign Trade
Policy (2009-2014) (“FTP”) and Handbook of Procedures of the Directorate General of Foreign Trade, each as
prevalent at the time, resulting in a first information report dated January 18, 2020, registered by the Central
Bureau of Investigation, Additional Crime Branch, Gandhinagar, under sections 120B read with 420 of the
erstwhile Indian Penal Code, 1860 and section 13(2) read with 13(1)(d) of the Prevention of Corruption Acct,
1988. The first information alleges fraudulent claims against our Company and disbursal of terminal excise duty
for supplies made prior to the issuance of advance release orders, as well as for goods on which excise duty was
not actually paid, including supplies from units that were exempt from excise duty, thereby causing wrongful loss
to the government exchequer and corresponding wrongful gain to our Company and Bhadresh Trading
Corporation Limited. The Central Bureau of Investigation conducted its investigation into the allegations made
and highlighted that our Company entered into a tripartite agreement/ memorandum of understanding dated April
30, 2012, as amended on January 20, 2016, executed among our Company, Bhadresh Trading Corporation
Limited, and Parag Rameshchandra Gathani, to acquire certain duty-free import authorization licenses from
Bhadresh Trading Corporation Limited, in consideration for payment of 60% of any refunds of terminal excise
duty received by our Company in respect of supplies made under such duty-free import authorization licenses.
Post obtaining such duty-free import authorization licenses, and acting pursuant to the tripartite agreement, our
Company: (a) sought advance release orders from the Directorate General of Foreign Trade, Mumbai,
Maharashtra, to facilitate domestic procurement of goods from one of its group entity, Modern Papers, which was
exempt from excise duty, and (b) filed 101 applications for claiming refunds of terminal excise duty with
Directorate General of Foreign Trade, Ahmedabad, during the Financial Years 2015 and 2016. Our Company
received aggregate refunds of ₹1,103.25 million in the following manner:
46Stage at which applications made Number of applications made Amount involved (in Rs.
by our Company Million)
In relation to supplies made prior to issuance of Advance 68 687.89
Release Orders (AROs) (A)
In relation to partial supplies made prior to issuance of 10 158.37
AROs and partial supplies made after issuance of AROs
(B)
In relation to supplies made after the issuance of AROs 23 257.00
(C)
Total applications made (A + B + C) 101 1,103.25
Pursuant to the FIR, a charge sheet dated December 24, 2021 (“Chargesheet”) was filed by the CBI before the
Court of the Special Judge, CBI, Ahmedabad, against the Accused Persons, including our ex-employees, Parag
Rameshchandra Gathani (the “Consultant”), Bhadresh Trading and its directors (except Mohit Kumar Goel).
The Chargesheet highlights that our Company entered into a tripartite agreement/ memorandum of understanding
dated April 30, 2012, as amended on January 20, 2016, executed among our Company, Bhadresh Trading, and the
Consultant. Under such tripartite agreement, our Company acquired the DFIA license from Bhadresh Trading and
agreed to pay Bhadresh Trading 70% (subsequently reduced to 60% pursuant to the amended agreement) of any
TED refund received by our Company in respect of supplies made under such duty-free import authorization
licenses. Post obtaining such DFIA licenses, and acting pursuant to the tripartite agreement, our Company: (a)
sought Advance Release Orders (“ARO”) from the DGFT, Mumbai, to facilitate domestic procurement of goods
from its group entity, Modern Papers, which was availing area based exemption from excise duty, and (b) filed
101 applications for TED refunds with DGFT, Ahmedabad, during the Financial Years 2015 and 2016 under the
various DFIA transferred to them by Bhadresh Trading and ARO issued in favour of our Company and an amount
of ₹ 1,103.25 million was sanctioned and released to our Company during the period from 2014 to 2016, of these,
68 applications amounting to ₹687.89 million related to supplies made prior to the issuance of AROs, and 10
applications pertain to amounts of ₹67.42 million and ₹90.94 million, relating to partial supplies made prior to the
issuance of the AROs and supplies made after the issuance of the AROs, respectively and 23 applications,
amounting to ₹257.00 million, pertained to supplies made after the issuance of AROs.
As per the Chargesheet, our Company and Accused Persons had fraudulently claimed refund of TED amounting
to ₹755.31 million from the DGFT, Ahmedabad which was allowed by A.K. Singh, the then joint director, DGFT,
Ahmedabad, by allegedly abusing his official position, causing wrongful loss of the said amount to the Government
of India. In relation to the above mentioned matters, our Company has filed discharge applications against the
Chargesheet and complaint filed by the enforcement directorate. However, the CBI and ED filed replies to these
discharge applications, which are pending at different stages of adjudication. For further details, see “Outstanding
Litigation and Other Material Developments – Litigation involving our Company – Litigation against our
Company” on page 584.
These proceedings are pending and their outcomes are uncertain. We cannot assure you that we will prevail or that
further attachments, seizures, or charges will not be initiated. Any adverse outcomes, including convictions, could
result in imprisonment and/or fines for individuals, disqualification of Directors, confiscation of attached assets,
additional attachment of our properties and bank balances, limitations on our banking arrangements, increased
compliance costs, diversion of management attention and reputational damage.
Under the Foreign Exchange Management (Overseas Investment) Rules, 2022, a company is required to obtain a
no-objection certificate prior to making foreign investments in cases where investigations are pending against
them. In addition to the proceedings before the Delhi High Court and the Special Court (PMLA), our Company
has filed a writ petition before the Gujarat High Court seeking directions for a no objection certificate as required
under Rule 10 of the Foreign Exchange Management (Overseas Investment) Rules, 2022 to invest in Crystal Crop
Protection, (Australia) Pty Limited, its wholly owned Subsidiary, to the tune of AUD 20,000, for Crystal Crop
Protection, (Australia) Pty Limited to meet its statutory and other operational expenses, which no-objection
certificate had not been granted to our Company due to the pendency of the first information report, and associated
complaints in relevant courts. In addition to the proceedings before the High Court of Delhi, we have filed a writ
petition dated October 2, 2025 before the Gujarat High Court seeking direction against the superintendent of police,
Central Bureau of Investigation to decide the application filed by us dated June 24, 2025 seeking no-objection
certificate to set up and make investment in a wholly owned subsidiary company in Bangladesh. For further details,
see “Outstanding Litigation and Other Material Developments – Litigation involving our Company – Litigation
47against our Company” on page 584. Any inability or delay in obtaining no-objection certificates could restrict
overseas investments in our Subsidiaries.
6. We require certain approvals, licenses and permits, including material statutory clearances in the
ordinary course of business, and any failure to obtain or retain them in a timely manner may adversely
affect our operations.
We are required to obtain and maintain various licenses, approvals, statutory and regulatory permits and
registrations required under central, state and local government rules, for carrying out our business. For our Indian
operations, these include approvals, licenses and registrations under applicable laws, including but not limited to,
the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981,
the Plastic Waste Management Rules, 2016, the Hazardous and Other Wastes (Management and Transboundary
Movement) Rules, 2016, the Manufacture, Storage and Import of Hazardous Chemical Rules, 1989, the
Insecticides Act, 1968 and the Insecticides Rules, 1971 (including registrations and approvals from the Central
Insecticides Board and Registration Committee), the Fertilizer (Inorganic, Organic or Mixed) (Control) Order,
1985, the Seeds Act, 1966 and the Seeds Rules, 1968, the Seeds (Control) Order, 1983, the Legal Metrology
(Packaged Commodities) Rules, 2011, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
the Essential Commodities Act, 1955, the Factories Act, 1948, MOEF (Ministry of Environment, Forest and
Climate Change), PESO (Petroleum and Explosives Safety Organisation) and DSIR (Department of Scientific &
Industrial Research, Ministry of Science and Technology) and various trade, labour, environmental and tax related
approvals. For details, see “Key Regulations and Policies in India” and “Government and Other Approvals” on
pages 343 and 598, respectively. Similarly, the import of raw materials from and export of our products to foreign
jurisdictions also requires us to carry various import-export authorisations, including importer-exporter code, duty-
free import authorisations to claim the benefit of refund of excise duty paid on the import of raw materials, which
subjects us to further regulatory frameworks.
While we have obtained a number of approvals required for our operations, we are awaiting certain approvals and
we cannot assure you that such approvals will be received on time or at all. A majority of these approvals are
granted for a limited duration and require renewal from time to time. While we regularly track the validity of our
approvals and make applications, as and when required, for renewals or expired licenses, approvals and permits
we cannot assure you that such renewals will be granted in a timely manner or at all. Some of these renewals are
also subject to inspection by the relevant authorities prior to the grant of the necessary licenses, approvals and
permits or renewals of any of them. Any rejection of our application for obtaining approval or renewal or any
complaints or litigation against any of our Units, may result in shutdowns, work stoppages, delays in delivery,
thereby affecting our business, results of operations and financial condition. While there have been no instances in
the six months ended September 30, 2025 and past three Financial Years where our application for approval or
renewal has been rejected, however, by way of closure direction dated July 14, 2021 from the Maharashtra
Pollution Control Board, our Company was directed to close down manufacturing operations at our Maharashtra
Technical Unit, for which we had obtained conditional restart direction from the Maharashtra Pollution Control
Board on August 31, 2021.
We may, in the future, be subjected to regulatory actions for violations of applicable regulations which could lead
to closure of our Units, imposition of penalties and other penal actions against us and our management, which may
have a negative impact on our business, reputation, results of operations and cash flows. Further, any failure to
comply with environmental laws and/or the terms and conditions of approvals issued under such environmental
laws and regulations could also impact our ability to obtain or renew the approvals with respect to our Units in a
timely manner or at all and may also adversely affect our ability to operate our units and consequently affect our
results of operations. For details in relation to risks of non-compliance with environmental laws, see “Our
operations are subject to extensive environmental, health and safety (EHS) norms and other regulatory
requirements. Any actual or alleged non-compliance, adverse regulatory action, quality fails, industrial
accidents, community or employee health claims, delays in registrations, or failure of our environmental
management systems could materially and adversely affect our business, results of operations, cash flows and
financial condition.” on page 52. While our Company has met the requirements as per the direction dated August
31, 2021, no further communication has been received from the Maharashtra Pollution Control Board.
Further, the licenses, approvals and permits required by us are subject to several conditions and we cannot assure
you that we will be able to continuously meet such conditions, which may lead to cancellation, revocation or
suspension of our material licenses, approvals and permits. A failure to comply with applicable regulations could
lead to shutdowns in our operations and other sanctions imposed by the relevant authorities. Additionally, our
Company has in the past undertaken and may continue to undertake certain acquisitions, pursuant to which the
48approvals, licenses, registrations and permits held by the acquiree company will need to be transferred to our
Company. For instance, pursuant to the merger scheme for I&B Seeds merging into our Company, approved by
the National Company Law Tribunal by way of order dated November 17, 2025, the official transfer of relevant
regulatory and statutory approvals and permits in the name of our Company will take place in due course. Until
such time, we will continue to use such approvals and permits under the name of I&B Seeds.
7. We are subject to stringent technical specifications and quality requirements in relation to our products
and any failure to comply with such standards may adversely affect our business and reputation
We operate in a heavily regulated industry and the manufacture of our crop protection products and natural crop
solutions, such as imidacloprid technical, buprofezin technical, and emamectin benzoate technical, as well as our
seeds, requires us to adhere to strict technical specifications and quality requirements. Any failure on our part to
maintain the applicable standards and manufacture products according to prescribed specifications, may lead to
loss of business and reputation of our Company, rejection of the product, which will require us to incur additional
cost, which will not be borne by the customer, to replace the rejected product, and loss of customer which could
have adverse effect on our reputation, business and our financial condition. Additionally, it could also expose us to
monetary liability or litigation.
In addition, our customers may also impose certain technical or quality requirements on the products supplied to
them or demand for inspection or audit of our manufacturing processes and quality control. In the event our
products do not comply with the specifications provided by our customers, our products may be rejected, and we
may also be required to reimburse such customers for any losses suffered as a result of our non-compliance. This
may also reduce customer confidence in our products and strain our relationships with these customers, who may
refuse our services and choose to engage our competitors for their packaging needs. While we have not, in the six
months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, faced any instances of cancellation of existing
and future orders or liability claims on account of product defects or failure by us or our suppliers to comply with
quality standards that led to a material adverse effect on our business or operations, there can be no assurance that
we will not be subject to such product liability, related legal proceedings or loss of business in the future. Further,
while we have obtained a comprehensive general liability insurance policy which, among others, covers product
liability claims up to certain specified limits, there can be no assurance that we will be able to make a successful
claim or recover losses in full or at all. While we have not had any instances in the six months ended September
30, 2025, Fiscals 2025, 2024 and 2023, where the insurance claims made by our Company we not successful, we
cannot assure you that such instances of rejection of insurance claims would not occur in the future.
8. We are reliant on our distribution network and any delays or disruption in such distribution network may
adversely affect our business, results of operations and financial condition. An inability to effectively
manage or expand our dealer network may affect our business and operations.
A significant portion of our sales and revenue from operations is generated through an extensive network of
distributors, dealers, and channel partners across India. Our ability to effectively market, sell, and deliver our
products depends on the continued performance, reach, and financial health of and regulatory compliance with the
approvals obtained by, such third-party intermediaries. Any disruption, inefficiency, or deterioration in our
distribution network could materially and adversely affect our business, results of operations, and financial
condition.
The table below sets out details of the total number of distributors associated with us as of September 30, 2025,
March 31, 2025, March 31, 2024 and March 31, 2023.
Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Crop protection products and natural crop solutions
Under Crystal brand 6,982 6,504 5,569 4,522
Under Saffire brand 3,712 3,688 2,080 1,259
Seeds
Field crops 3,023 2,919 2,442 1,977
Vegetables & 846 715 Nil Nil
flowers
Common distributor (1,278) (1,245) (1,099) (939)
in crystal & seeds
Total 13,285 12,581 8,992 6,819
49Our distribution network is focused on the states such as Andhra Pradesh, Gujarat, Haryana, Madhya Pradesh,
Maharashtra, Karnataka, Punjab, Telangana, Rajasthan, Uttar Pradesh, and West Bengal, which has allowed us to
have a significant presence and penetration within India. Any civil unrest, change of political climate, adverse
regulatory action, macroeconomic conditions or changes in statutory policies in these regions, may have a material
adverse impact on our distribution network and resultantly, on our business, revenue from operations, pricing, and
growth prospects.
We are exposed to risks arising from changes in the composition or performance of our distribution network. If
any of our distributors or dealers were to reduce their purchases, experience financial difficulties, default on
payments, or terminate their relationship with us, our sales and collections could be adversely impacted. In
addition, the contractual arrangements with our existing distributors are on a non-exclusive basis and they may
market and sell products of our competitors as well. Our distributors and dealers may not effectively promote our
products, may prioritize competing products, or may fail to comply with applicable laws and regulations, which
could damage our reputation and market position. This could adversely affect our profits, financial condition and
results of operations. We cannot assure you that our current dealers will continue to do business with us at the same
or more favourable terms than our competitors.
Further, disruptions in logistics, transportation, warehousing, or supply chain infrastructure supporting our
distribution network, whether due to natural disasters, regulatory changes, strikes, pandemics, or other unforeseen
events, could delay or prevent the timely delivery of our products to end customers. While there have been no
instances in the past six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, of such disruptions
in our distribution network, any such disruptions may result in lost sales, increased costs, and damage to our
customer relationships.
9. We typically do not enter into long-term agreements with majority of our customers and distributors. Our
inability to procure new orders on a regular basis or at all may adversely affect our business, financial
condition, cash flows and results of operations.
We typically enter into short-term non-exclusive supply agreements with our customers and distributors, ordinarily
through purchase orders, which sets out the terms of the sales, however, does not bind the customers to any
purchase volume. Such short-term agreements are terminable with reasonable advance notice by either party and
do not provide for any compensation mechanism upon termination. In the absence of long-term contracts, there
can be no assurance that our existing customers and distributors will continue to purchase our products and any
loss of our customers, especially when a particular product was manufactured specifically to cater to the
requirements of a particular customer, will have a material adverse effect on our business, results of operations and
financial condition.
While our customers and distributors provide us guidance on the demand or forecast volume, they do not make
commitments to purchase the quantities specified in their volume projections from us and may not place their
purchase orders until a short time before the products are required from us. These are based on numerous factors
including economic and business factors such as our customers’ demand and supply situation, and certain other
variables and assumptions, some or all of which may change or may not be accurate. Accordingly, we may not be
able to effectively plan our production schedules in advance and our growth estimates may not indicate our actual
sales and revenues for any future period. Uncommitted volumes and short order cycles increase the risk of
underutilized capacity or excess inventory.
Though we have had repeat orders from customers and distributors and have developed long-term relationships
with certain customers and distributors, we typically do not enter into long-term contracts with our customers.
Thus, there may be situations when our order may be cancelled or amended at any time prior to delivery and we
may not be able to meet the delivery timelines or have recourse in the event of any such delays or cancellation of
orders. While we have not faced difficulties to procure repeat orders from our customers that led to any adverse
effect on our business or operations, there can be no assurance that such instances will not occur in the future. In
the event we fail to identify and understand evolving industry trends or preferences or fail to meet our customers’
demands in the future, our revenue and customer base may be adversely affected. Our inability to procure new
orders on a regular basis or at all may adversely affect our business, financial condition, cash flows and results of
operations.
5010. We are dependent on a few key suppliers of certain raw materials and do not have continuing, long term
contracts or exclusive arrangements with such suppliers. Any loss of suppliers or interruptions in the
timely delivery of raw materials or volatility in their prices could have an adverse impact on our business,
financial condition, cash flows and results of operations.
We procure certain of our primary raw materials such as active ingredients, intermediates, solvents, and packaging
materials required for the manufacture and marketing of its agrochemical products, from certain key suppliers
which are established players in India and overseas. Since we are largely dependent on such key suppliers for a
significant portion of raw material procurement, we are subject to several risks, including increases in cost of the
raw materials we procure and reduced control over delivery schedules.
Our competitiveness, cost structure, and profitability are partly dependent on our ability to consistently procure a
stable and adequate supply of raw materials at reasonable prices. Key raw materials for our operations include,
among others, active ingredients, intermediates, solvents, and packaging materials. For details, see “Our Business
– Production, procurement and raw materials” on page 332. Given below are details of our cost of materials
consumed for the relevant financial periods included therein, including as a percentage of Total Expenses:
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Cost of materials 13,266.41 17,058.09 14,229.06 16,839.62
consumed* (in ₹
million)
Cost of materials 74.17 66.52 65.71 69.38
consumed as a
percentage of Total
Expenses (in %)
*Includes the cost of raw materials with are sold as traded goods in the normal course of business.
We purchase our raw materials from third-party suppliers domestically as well as from the suppliers based in China,
majorly on the basis of purchase orders and except a few suppliers based in China, we do not typically enter into
any continuing, long-term or exclusive agreements with such suppliers. Accordingly, we cannot assure you that
such suppliers shall continue to supply their products to us and/or may not choose to supply their products to our
competitors. There can be no assurance that there will not be a significant delay, interruption or reduction in the
supply of raw materials currently sourced by us or, in the event of such delay or interruption, that we would be
able to locate alternative suppliers of materials or manufacturers of comparable quality at an acceptable price,
or at all, and whether such suppliers, if identified, would be able to make supplies of raw materials to us
in a timely manner, or at all. While there have been no such instances in the six months ended September 30, 2025
and the past three Financial Years, we cannot assure you that such instances will not take place in the future.
The following table sets forth our purchase values from our top 10 suppliers of raw materials for the six months
ended September 30, 2025 and Financial Years indicated in the table below, which are also expressed as a
percentage of total purchases.
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Purchase values from 5,651.12 8,343.51 5,484.95 9,864.50
our top 10 suppliers (₹
in million)
Purchase values from 43.59 39.97 37.69 51.49
our top 10 suppliers as a
percentage of total
purchases (%)
In Fiscal 2023, the top ten suppliers contributed 51.49% of the total purchase of raw material. While this
concentration has marginally declined, the table below sets forth the contribution of our top 10 suppliers to our
purchase of raw materials for the period indicated.
Particulars Fiscal 2023
Amount (in ₹ million) % of purchase of raw material
Hebei Bestar Commerce And Trade Co. 5,011.01 26.16
Hebei Veyong Bio-Chemical Co. Ltd. 1,131.38 5.91
Jiangsu Pesticide Research Institut 890.67 4.65
51Particulars Fiscal 2023
Amount (in ₹ million) % of purchase of raw material
Zhejiang Wynca Import & Export Co. 635.60 3.32
Supplier 5* 453.45 2.37
Supplier 6* 361.53 1.89
Parikh Enterprises Private Limited 361.33 1.89
Hangzhou Nutrichem Co. Ltd. 351.06 1.83
Advance Agrolife Private Limited 337.79 1.76
Hunan Research Institute of Chemical
Industry 330.68 1.73
Total 9,864.50 51.49
*Our Company has not received consent from Suppliers 5 and 6 for disclosing their names.
The absence of long-term supply agreements with a majority of our suppliers exposes us to risks such as price
volatility driven by factors including fluctuations in commodity markets and currencies, changes in climatic and
environmental conditions, variations in production and transportation costs, shifts in domestic and international
government policies, and regulatory or trade restrictions. As a result, we remain vulnerable to raw material price
fluctuations, which may negatively affect our operating margins. If we are unable to fully pass on increases in raw
material costs to our customers on account of their unavailability or due to price volatility, our margins may be
reduced, thereby adversely affecting our financial condition and results of operations.
The lack of long-term agreements with majority of the suppliers also increases the risk of not being able to obtain
certain raw materials in the required quality, quantity, or within the necessary timeframe, which may lead to loss
of customers or cancellation of orders on our end. Further, our procurement decisions are based on historical data
and other indicators, which may result in over-purchasing raw materials. This could expose us to risks associated
with prolonged storage and have a material adverse effect on our results of operations. Further, we cannot assure
you that we will be able to enter into new or continue our existing arrangements with suppliers on terms acceptable
to us, which could have an adverse effect on our ability to source raw materials in a commercially viable and
timely manner, if at all, which may impact our business and profitability.
We may be required to replace a supplier if its products do not meet our quality standards or if a supplier
unexpectedly discontinues operations due to reasons beyond its or our control, including financing constraints
caused by credit market conditions. Such replacement may give rise to additional costs and there can be no
assurance that we will be able to replace our suppliers at similar or more favourable terms, in a timely manner or
at all, which may impact our operations, financial conditions and growth prospects.
We source our raw materials primarily from suppliers in India and China. In the event there are any supply chain
issues, change in government policies, invocation of anti-dumping measures, and international geo-political
situations or any other circumstances in the Chinese markets, it may have a material adverse effect our business,
results of operations, cash flows and financial condition. Although we have not encountered any significant
disruptions in the sourcing and/or supply of our raw materials, we cannot assure you that such disruptions will not
occur. Further, in the event of an increase in the price of our key raw materials, we cannot assure you that we will
be able to pass on such increase in cost to our customers, which may affect our margins.
11. Our operations are subject to extensive environmental, health and safety (EHS) norms and other
regulatory requirements. Any actual or alleged non-compliance, adverse regulatory action, quality fails,
industrial accidents, community or employee health claims, delays in registrations, or failure of our
environmental management systems could materially and adversely affect our business, results of
operations, cash flows and financial condition.
Our crop protection products are sold under our corporate brands, and to our consumers with over 174 product
brands, under the categories of (A) crop protection products, sub-categorized under (i) herbicides, (ii) fungicides,
(iii) insecticides, and (iv) combinations thereof; and (v) natural crop solutions, comprising bio-stimulants, bio-
protectants, plant growth regulators, liquid fertilizers and micro nutrients under our division; and (B) technical
grade active ingredients, which are utilized in the manufacture of agrochemical formulations. We operate our seeds
business across all strategic crops in Indian markets namely cotton, pearl millets, mustard, sorghum, fodder crops,
rice, maize, wheat, vegetables and flowers, giving us a diverse base across India. (Source: F&S Report) In our
seeds business as well, we use certain chemicals in seed processing in varying quantities. Our operations involve
the procurement, storage, and handling of hazardous and toxic chemicals, and the use of specialized equipment
52and processes that are subject to stringent environmental, health, and safety (“EHS”) regulations under Indian and
international law.
Accordingly, our Units are required to obtain and maintain various statutory and regulatory permits, licenses, and
approvals, relating to environmental protection, hazardous waste management, air and water emissions,
occupational health and safety, and product registrations from the Central Insecticides Board & Registration
Committee (“CIBRC”) and other authorities. For details of the various regulations which are applicable to us, see
“Key Regulations and Policies in India” on page 343. Any failure to comply with applicable laws, regulations, or
permit conditions—whether by us, our Subsidiaries, or our third-party vendors, could result in the imposition of
fines, penalties, suspension or revocation of licenses, plant shutdowns, or criminal proceedings. While there have
been no such non-compliances in the six months ended September 30, 2025, and Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023, we cannot assure you that we will not experience them in the future.
In addition, any industrial accident, fire, explosion, chemical spill, or release of hazardous substances at our
facilities or during transportation could result in injury or loss of life, property damage, environmental
contamination, remediation costs, and significant reputational harm. There have been no such instances in six
months ended September 30, 2025, and Fiscals ended 2025, 2024 and 2023, other than two incidents which took
place on September 27, 2024 and April 15, 2025, when the vehicle carrying our products and supplies, respectively,
caught fire, which resulted in losses, which were covered under our marine export import insurance policy and
resultantly, we received claim payout amounting to ₹ 0.61 million and ₹ 0.16 million, respectively, in Fiscal 2025.
There can be no assurance that our compliance systems, controls, and procedures will be effective at all times, or
that we will not be subject to regulatory action, litigation, or adverse publicity in the future. Any of the foregoing
could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
12. Our crop care product manufacturing relies on chemicals as raw materials, and our operations involve
the production, handling, storage, and transportation of various chemical and active ingredients. Any
accident, non-compliance with, or adverse changes in, applicable health, safety, labor, and environmental
regulations could negatively impact our business, cash flows, results of operations, and financial
condition.
Our manufacturing activities require us to handle, store, and transport hazardous substances, which inherently carry
operational risks such as leaks, ruptures, or accidental releases of toxic materials. Despite our investments in safety
infrastructure, employee training, and the engagement of internal and external experts, these risks cannot be
entirely eliminated. While we have not experienced any work-related accidents in the six months ended September
30, 2025 and Fiscals 2025, 2024 and 2023, any such incident could disrupt our operations, potentially leading to
the temporary closure of one or more Units and exposing us to civil or criminal liabilities, including substantial
penalties. Such events could materially affect our financial condition and operating results. Furthermore, certain
environmental laws impose strict liability for accidents or damages caused by hazardous substances, and non-
compliance may result in fines, penalties, or imprisonment. In addition to natural disasters like earthquakes, floods,
lightning, cyclones, and windstorms, our operations are also exposed to risks such as fire, structural failures, and
equipment malfunctions. These hazards can cause serious injury or loss of life, significant property and equipment
damage, environmental contamination, and may force us to suspend operations.
We are required to comply with a range of safety, health, labor, and environmental protection laws and regulations
in the course of our manufacturing, storage, and transportation of hazardous materials. For details, see “Key
Regulations and Policies in India” on page 343. Environmental regulations govern emissions, noise, storage,
handling, treatment, and disposal of hazardous substances. Changes in these regulations may necessitate additional
investments in environmental monitoring, pollution control, and other compliance measures. Failure to adhere to
current or future regulations could result in legal actions, including public interest litigation, third-party claims, or
regulatory penalties.
We are also susceptible to fluctuations in the price of raw materials required for our manufacturing operations. Any
increase in the prices of our raw materials may result in increased costs of procurement and we may not be able to
pass on such increased costs to our customers, ultimately resulting in lower profit margins, and an adverse impact
on our revenue from operations, business and financial condition.
5313. We require sizeable amounts of working capital for our continued operations and growth. Our inability
to meet our working capital requirements could have a material adverse effect on our business, results
of operations and financial condition.
Our operations are working capital intensive. We require working capital for activities including production and
processing, purchase of raw materials for our manufacturing operations, purchase of packing materials for our
products and extending credit to our distributors. Given the seasonal nature of the crop protection and natural crop
solutions industry and the distribution-led sales model, our working capital needs can increase due to inventory
build-up ahead of sowing seasons and credit extended to distributors.
Presently, we meet our working capital requirements through a mix of internal accruals and working capital
facilities from banks and financial institutions. As on September 30, 2025, we had sanctioned working capital
facilities amounting to ₹9,049.00 million. Our future success depends on our ability to continue to secure and
successfully manage sufficient amounts of working capital. Details of our historical working capital requirements
for the six months ended September 30, 2025, and the Financial Years ended March 31, 2025, March 31, 2024 and
March 31, 2023 are provided below:
Particulars As at 30th As at 31st March As at 31st March As at 31st March
September 2025 2025 2024 2023
Total current assets 24,538.08 21,086.73 17,871.96 17,529.93
Total current liabilities 15,958.13 14,048.90 7,982.25 7,845.75
Net working capital 8,579.95 7,037.83 9,889.71 9,684.18
requirements
If we are unable to manage our working capital requirements, our business, results of operations and financial
condition could be materially and adversely affected. We cannot assure you that we will be able to effectively
manage our working capital. Should we fail to effectively implement sufficient internal control procedures and
management systems to manage our working capital requirements and other sources of financing, we may have
insufficient capital to maintain and grow our business, and we may breach the terms of our financing agreements
with banks, face claims under cross-default provisions and be unable to obtain new financing, any of which would
have a material adverse effect on our business, results of operations and financial condition. While there have been
no such instances that have taken place in the six months ended September 30, 2025, and Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023, we cannot assure you that we will not experience them in
the future.
14. Our business is vulnerable to weather conditions and pest attacks. Any adverse weather conditions, pest
attacks or changes in cropping pattern may adversely impact our product portfolio, which could have an
adverse impact on our business prospects, results of operations, financial condition and cash flows.
As an Indian agro-sciences company engaged in R&D, manufacturing, formulation, processing, distribution and
marketing of crop protection products and natural crop solutions (including insecticides, herbicides and
fungicides), plant growth regulators and nutrition products (including micronutrients), and a seeds business, we
are inherently exposed to weather conditions, pest attacks and cropping patterns. Climate change may increase the
frequency and severity of events such as droughts, floods, heat waves, frosts and other natural disasters. Adverse
weather can also influence the outcomes of bio-efficacy studies, field trials and research relating to new molecules,
formulations and seed hybrids, potentially delaying development and launch.
Our products are tested across diverse agro-climatic zones in India through our research and development farms at
District Siddipet, Telangana and Akola, Maharashtra. Droughts, unseasonal rains or floods can lead to lower
plantings, crop damage and reduced input usage, resulting in significant variability in our sales by region and
season. Weather also affects sowing windows and pest attacks, which can change the timing, product mix and
volumes of our sales. Adverse weather may also cause volatility in commodity prices that influences farmers’
cropping choices and input purchases, adversely affecting our sales.
Unpredictable weather can delay planting and harvesting by grower farmers with whom we contract for seed
production and can disrupt our manufacturing, procurement and logistics, affecting our ability to supply products
in a timely manner. Widespread pests or disease outbreaks, or the development of resistance to active ingredients
in our portfolio, may reduce the efficacy of our products, adversely impact our reputation and reduce demand.
While no such pest outbreaks or flood damage have occurred during the six months ended September 30, 2025 and
for fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023. In such situations, farmers may switch to
54alternative chemistries, technologies or crops, which could adversely affect our business, financial conditions and
prospects.
Our sales depend on the overall area under cultivation and the cropping pattern adopted by the farming community
in India. Climatic vagaries can alter temperature, rainfall, humidity and soil moisture, affecting germination, crop
growth, pest and disease incidence and overall yields. Such changes may reduce the cultivated area for specific
crops, shift sowing windows and input usage, and lead to lower supply of seeds from grower farmers as well as
lower demand for our products. Any significant reduction in the area under cultivation of crops where our products
have higher relevance, or a shift in acreage among crops and seasons, can materially reduce demand for our crop
protection products and natural crop solutions, and seeds products. During periods of lower sales activity, we
continue to incur substantial operating expenses, including manufacturing overheads, research and development,
marketing and channel support, which may not reduce proportionately, and we may not be able to pass on such
increased costs to our customers, thereby adversely affecting margins and cash flows.
15. Our inability to accurately forecast demand for our products and maintain optimum inventory levels may
adversely affect our business, results of operations and financial condition.
The success of our business depends upon our ability to anticipate and forecast customer demand and industry
trends and accordingly maintain an optimal level of inventory. The table below sets out details of our inventories
as of the six months ended September 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024 and
March 31, 2023:
Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Inventories (In ₹ million) 11,438.14 11,032.20 7,447.63 8,290.90
Inventory days(1) (in 106 150 122 120
days)
Inventory turnover 1.73* 2.44 2.99 3.03
ratio(2) (in days)
Notes:
* Not annualised
(1) Inventory days is calculated as 183 days /365 days divided by inventory turnover ratio.
(2) Inventory turnover ratio is calculated as revenue from operations divided by closing inventory during the year.
We plan our inventory and estimate our sales based on seasonality trends and the demand forecast for our products
received from customers as well as past data. An optimum level of inventory is important to our business and
requires prompt turnaround time and a high level of coordination across raw material procurement, manufacturing,
distributors, warehouses and internal departmental coordination. We cannot assure you that our estimates and
forecasts will always be accurate. While we have not faced any instances of difficulties in identifying customer
demand accurately and maintaining an optimum level of inventory that led to any adverse effect on our business
or operations, there can be no assurance that these instances will not occur in the future. If we fail to accurately
forecast customer demand, we may experience excess inventory levels or a understocked inventories, which in
either case, may then be sold at discounted rates, leading to losses.
16. We depend on third-party logistic service providers for transportation, distribution and delivery of our
products. Any failure on the part of such service providers to meet their obligations or an increase in fuel
prices could adversely affect our business, financial conditions, cash flows and results of operations.
We endeavor to maintain continuous distribution of our products to our customers. Disruptions in logistics could
impair our ability to deliver our products on time, which could materially and adversely affect our business,
financial condition and results of operations. The table below sets out details of our expenses in relation to
transportation of our products, including as a percentage of our Total Expenses, for September 30, 2025 and
Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars For six months For Fiscal ended For Fiscal ended For Fiscal ended
ended September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025
Freight and cartage outwards 340.36 470.18 457.92 433.43
(in ₹ million)
Freight and cartage outwards 1.90 1.83 2.11 1.79
as a percentage of Total
Expenses (%)
55Any shortage / non-availability of transport suppliers in our vicinity will lead to delay delivery of our products. We
use third-party transportation providers for the delivery of our products to domestic customers and depots. We are
also dependent on such third-party freight and transportation providers for the delivery of our products to customers
outside India. A majority of our transportation requirements are fulfilled on a purchase order basis. Transportation
strikes, if any, could have an adverse effect on supplies and deliveries to and from our dealers, customers and
suppliers. Any unforeseen delays in transit time would result in failure to meet our shipment deadlines, which may
result in an increase in supply chain costs, such as storage and warehousing. Any delay in delivery of products
could result in the customers and dealers refusing to accept our products, which could adversely affect our business
and results of operations.
A failure to deliver our products to our customers in a timely, efficient and reliable manner could adversely affect
our business, financial condition, cash flows and results of operations. Any uncertainties, transportation strikes, or
delays in supply of our products, may require us to change our distributors and result in increased freight costs,
which we may not be able to pass on to our customers, leading to lower margins. While there have been no such
instances of disruption in delivery of our products, in the six months ended September 30, 2025, and Fiscals 2025,
2024 and 2023, we cannot assure you that such instances will not take place in the future.
Our products are also at a risk of theft, accidents, damage and/or loss of products in transit. Any such occurrence
could result in serious liability claims, which could have an adverse effect on our business, financial condition and
results of operations. While we have obtained marine export import insurance policy, which insures us against
transit risk pertaining to import and export of raw materials and finished goods, we cannot assure you that such
insurance would be adequate to cover any claims, should they arise.
We may also be affected by an increase in fuel costs, as it will have a corresponding impact on freight charges
levied by our third-party transportation providers. This could require us to expend considerable resources in
addressing our transportation requirements, including by way of absorbing these excess freight charges to maintain
our selling price, which could adversely affect our results of operations, or passing these charges on to our
customers, which could adversely affect demand for our products. Volatility in global crude oil prices and domestic
fuel rates may significantly increase freight and logistics costs, and competitive pressures may restrict the
company’s ability to pass such increases to customers, thereby compressing margins.
17. We depend on our brand and reputation. The value of our brands may get diluted if there is a change in
the brand name for a known product, quality concern, or negative publicity which could adversely affect
our business, financial condition, cash flows and results of operations.
Our brands and trademarks are core assets that have been built over many years and are central to differentiating
our products from competitors in India and abroad. Many of our brands are well recognized by farmers, and our
success depends on the confidence farmers place in the quality of our products and our ability to preserve and
enhance brand value. The table below sets forth details of newly launched branded products as of the six months
ended September 30, 2025 and the past three Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023:
Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Crystal Crop Protection
branded formulation 2 14 5 5
business
Seeds - Field Crop Business 6 5 6 3
Any deterioration in product quality arising from factors beyond our control, such as substandard raw materials or
packaging, inadequate storage conditions, delays in research and development, or allegations of defects—could
erode the perception of our brands and prompt customers to purchase competing products. Although we have not
experienced material negative publicity to date, adverse news or public scrutiny relating to our Company,
Promoters and Directors, Key Managerial Personnel or Senior Management Personnel could be difficult and time-
consuming to remediate given the competitive dynamics of our industry. Such events may deter potential and
existing customers from choosing our products and services, reduce our ability to recruit and retain employees,
and negatively impact our business, financial condition, cash flows and results of operations.
56Historically, our Company has faced certain claims alleging crop damage following application of our products by
farmers from various states. The table below sets forth details of claims made by farmers in the relevant period
included therein:
Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Compensation paid to 17.33 66.91 2.92 Nil
farmers for losses
arising on account of
crop damage (in ₹
million)
Sustaining and strengthening our brands depends on numerous factors, some outside our control, including our
ability to consistently manage product quality, expand brand awareness among existing and potential customers,
dealers, distributors and farmers, and protect the intellectual property associated with our brands. There can be no
assurance that our advertising or marketing efforts will maintain our brand perception among dealers or translate
into higher sales. If we fail to keep pace with evolving marketing trends relative to competitors, our brand equity
and competitive position may be adversely affected.
18. Our manufacturing and research operations are mainly concentrated in the northern and western
regions of India. Any significant social, political, economic or seasonal disruption, natural calamities or
civil disruptions in these regions could have a material adverse effect on our business, results of
operations, future cash flows and financial condition.
In relation to our crop protection and natural crop solutions business, we operate six Units – four formulation
manufacturing units and two technical manufacturing units, one technical pilot unit in Sonipat, Haryana and have
also recently acquired a land for the commissioning of a new plant in Jhagadia, Gujarat. Two of our formulation
manufacturing units are situated in Jammu, Jammu and Kashmir, one each in Sonipat, Haryana, and Anand,
Gujarat, and our technical manufacturing units are located in Nagpur, Maharashtra and Dahej, Gujarat. Further, for
our crop protection products and natural crop solutions business, we operate our in house research and development
centre - Key Research Development Centre (“KRDC”) in Sonipat, Haryana which is supported by nine field
research stations which are located in Karnal, Haryana, Rudrapur, Uttarakhand, Barasat, West Bengal, Dhamtari,
Chhattisgarh, Indore, Madhya Pradesh, Guntur, Andhra Pradesh, Erode, Tamil Nadu, Nashik, Maharashtra and
Anand, Gujarat. In relation to our seeds business, we operate two seed processing units in Hyderabad, Telangana
and Bengaluru, Karnataka. For further details, see “Our Business – Overview – Crop Protection Manufacturing
Units”, “Our Business – Overview – Seed Processing Units” and “Our Business – Overview” on pages 287, 287
and 284, respectively.
Due to the geographic concentration of our Units, our operations are susceptible to local and regional factors, such
as economic and weather conditions, natural disasters, political, demographic and population changes, and other
unforeseen events and circumstances. Such disruptions could result in the damage or destruction of a significant
portion of our manufacturing abilities, significant delays in shipments of our products resulting in increased costs,
which we may not be able to pass on to our farmers and other customers. The occurrence of any of these events
could require us to incur significant capital expenditure or change our business structure or strategy, which could
have an adverse effect on our business, results of operations, future cash flows and financial condition. While we
have not faced any such disruptions in the past, we cannot assure you that there will not be any significant
developments in the region in the future, which may adversely affect our operations.
19. There have been certain instances in delays in payment of statutory dues by our Company in the past.
Inability to make timely payment of our statutory dues could result in us paying interest on the delay in
payment of statutory dues which could adversely affect our business, results of operations and financial
condition.
Our Company is required to pay certain statutory dues including employees’ provident fund contribution,
employees’ state insurance contributions, GST, professional taxes and labour welfare fund contribution. In
compliance with the provisions of the Income-tax Act, we are also required to deduct taxes at source at prescribed
rates.
The table below sets forth the details of the statutory dues paid by our Company and its Subsidiaries for the six
months ended September 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31,
2023.
57Particulars As of September 30, 2025 Financial Year 2025 Financial Year 2024 Financial Year 2023
Number of Statutory Statutory Number of Statutory Statutory Number of Statutory Statutory Number of Statutory Statutory
employees dues paid dues employees dues paid dues employees dues paid dues employees dues paid dues
as at (₹ in unpaid(₹ as at (₹ in unpaid(₹ as at (₹ in unpaid (₹ as at (₹ in unpaid (₹
September million) in March 31, million) in March 31, million) in March 31, million) in
30, 2025 million) 2025 million) 2024 million) 2023 million)
The Employees 2,606 103.05 Nil 2,013 177.03 Nil 1,442 138.03 Nil 1,430 128.86 Nil
Provident Fund
and
Miscellaneous
Provisions Act,
1952
Employee State 306 1.18 Nil 254 1.70 Nil 107 1.51 Nil 189 1.93 Nil
Insurance Act,
1948
Professional 1,337 1.11 Nil 1,074 1.64 Nil 776 1.26 Nil 692 1.05 Nil
Taxes
Labour Welfare 245 0.03 Nil 641 0.22 Nil 202 0.21 Nil 332 0.17 Nil
Fund
Tax deducted at 386 213.40 Nil 593 445.25 Nil 478 305.92 Nil 411 287.50 Nil
source
Goods and N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A
Service Tax
Income Tax N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A
(other than tax
deducted at
source)
Gratuity Nil 15.36 Nil Nil 18.91 Nil Nil 17.43 Nil Nil 14.32 Nil
There have been certain instances of delays in payment of statutory dues in the past by our Company and its
Subsidiaries, in the ordinary course of making such payments including due to administrative or logistical issues,
clerical errors, and technical difficulties. The details of such delays are set out below for the six months ended
September 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars As of September 30, 2025 Financial Year 2025 Financial Year 2024 Financial Year 2023
Number Statutory Amount Number Statutory Amount Number Statutory Amount Number Statutory Amount
of dues paid delayed of dues paid delayed of dues paid delayed of dues paid delayed (₹
instances (₹ in (₹ in instances (₹ in (₹ in instances (₹ in (₹ in instances (₹ in in million)
million) million) million) million) million) million) million)
The Employees Nil 103.05 Nil Nil 177.03 Nil 4 138.03 2.19 6 128.86 2.78
Provident Fund
and
Miscellaneous
Provisions Act,
1952
Employee 1 1.18 0.02 Nil 1.7 Nil Nil 1.51 Nil 2 1.93 0.11
State Insurance
Act, 1948
Professional 49 1.11 0.39 92 1.64 0.63 31 1.26 0.31 16 1.05 0.10
Taxes
Gratuity Nil 15.36 Nil Nil 18.91 Nil Nil 17.43 Nil Nil 14.32 Nil
Labour 3 0.03 0.00 6 0.22 0.02 3 0.21 0.00 3 0.17 0.00
Welfare Fund
Tax deducted 4 213.40 1.94 2 445.25 0.05 2 305.92 0.10 2 287.50 0.06
at source/tax
collected at
source
Goods and Nil 596.53 Nil Nil 1,006.76 Nil Nil 891.11 Nil Nil 710.35 Nil
Service Tax
Income Tax Nil^ 676.98 Nil 8* 498.20 55.02 1 326.82 15.57 5 253.19 11.36
Act, 1961
(other than tax
deducted at
source/tax
collected at
source)
Total 57 1,607.63 2.35 108.00 2,149.71 55.71 41.00 1,682.29 18.18 34.00 1,397.37 14.42
*Income Tax Dues Paid represents amount payable as recorded by our Company in the audited financial statements for the year ended March
31, 2025 or Income Tax return filed by our Company.
58^Income Tax Dues Paid represents amount payable as recorded by our Company in the audited financial statements for the half year ended
September 30, 2025.
While we subsequently paid all pending statutory dues and no demand or penalties were imposed on us in this
regard by the relevant authorities, we cannot assure that we will not incur delays in payment of statutory dues in
the future. In order to ensure timely payment of all statutory dues to respective authorities, we have the Complinity
tool, which gives reminders to respective stakeholders along with reporting manager for necessary compliance.
Further, any failure or delay in payment of such statutory dues may expose us to statutory and regulatory action,
as well as significant penalties, which may adversely affect our business, results of operations, cash flows and
financial condition.
20. There have been time and cost overruns in relation to our capital expenditure plans undertaken by us in
the past.
We have faced instances of delays in completion of our capital expenditure plans, including capacity expansion,
expansion of our Units, infrastructure improvements and technology adoption initiatives in the Financial Years
ended March 31, 2025 and March 31, 2024, details of which are provided in the table below:
(₹ in million)
Financial Year ending Delay upto Delay of one- Delay of two- Delay of more than Total
one year two years three years three years
March 31, 2025 243.55 136.56 19.08 2.09 402.09
March 31, 2024 215.28 18.41 2.90 Nil 236.59
The implementation of such projects is subject to risks relating to, among others, delays in obtaining regulatory
approvals, variation in project specifications, availability and timely delivery of equipment, availability of labour
and adverse weather conditions. There can be no assurance that our future projects will be completed within the
estimated costs. Any significant time or cost overrun could have a material adverse effect on our business, financial
conditions, cash flows and results of operations.
21. Proceeds from the Offer for Sale portion of the Offer will not be available to us.
Our Selling Shareholders are selling Equity Shares in the Offer and will receive proceeds as part of the Offer for
Sale. The Offer includes an offer for sale of up to 7,405,387 Equity Shares aggregating to ₹ [●] million by the
Selling Shareholders. The proceeds from the Offer for Sale will be paid to the Selling Shareholders, in proportion
of their respective portion of the Offered Shares transferred pursuant to the Offer, and we will not receive any such
proceeds. For further details, see “Capital Structure”, “Objects of the Offer” and “The Offer” on pages 117, 149
and 99, respectively.
22. Our business is subject to quality standard norms prescribed by the central and state governments in
India as well as governments of other countries where we export our products. Our inability to meet such
quality standard norms could result in the sales of our products being banned or suspended or becoming
subject to significant compliance costs, which could have a material adverse effect on our results of
operations, financial condition, cash flows business and growth prospects.
Our products, Units, machinery and equipment may be subject to inspections and sample checks of materials or
substances being undertaken by government or regulatory agencies, including the respective governments of the
countries where we export our products, at short notice or without any notice. If we are found to be non-compliant
with the quality standard norms prescribed by the central or state government or the governments of the countries
where we export our products, we may be subject to fines, penalties or show cause notices being levied or received
by us. In extreme cases, it may also lead to suspension of sales of such batches that fall short of the quality standards
or revocation or suspension of the relevant registrations, licenses or approvals issued by governmental or regulatory
authorities. While our Company has not faced any suspension/ ban on sale of any of our products in the past six
months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, due to failure to meet prescribed quality
standards, we cannot assure you that we will continue to meet quality standard norms. Any such order passed by
the governmental authorities could generate adverse publicity about our Company and our products, which could
have a material adverse effect on our business growth and prospects, financial condition, results of operations, and
cash flows.
5923. We have entered into technical collaboration agreements as part of our research and development efforts.
However, these agreements may be terminated or discontinued by either party.
We have entered into various strategic agreements in the past with various multi-national companies to further our
R&D efforts. Set out below are details of such collaborations:
Collaboration with Purpose for collaboration
Crop protection and natural crop solutions
Battelle-Mitsui Acquisition of exclusive license for developing rice herbicides using patents of Battelle-Mitsui.
Pursuant to this collaboration, we have developed one rice herbicide and launched in Financial
Year 2024.
Bayer Developing new products using active ingredients, where our Company is responsible for
registration and manufacturing of the products, and both Bayer and our Company market such
products jointly.
Corteva Development of insecticide products based on the patented product of Corteva mainly for
sucking pests on rice, cotton and vegetables.
Seeds
Field crop seeds and cotton
Multinational Company Our Company has sub-license agreement to use Bollgard II® trait of insect resistance in cotton.
BASF Our Company is a licensee of “Clearfield®” herbicide-tolerance mustard technology and it is
dedicated to developing new varieties of herbicide-tolerant hybrid mustard for India. Kifix® is
the registered herbicide to be used as an over-the-top herbicide for Clearfield Mustard in India
Traitomic Our Company has a project-based collaboration with Traitomic (Netherlands) to develop next
gen mustard hybrid
Vegetable and flower seeds
World Vegetable Centre Our Company has entered into arrangements with World Vegetable Centre on:
(WVC) • Creating sustainable markets with solid loofah genetics: WorldVeg's leaf curl virus and
downy mildew-resistant lines of different market segments essential to develop
breakthrough hybrids.
• Developing new markets with better okra genetics: WorldVeg begomovirus resistant lines
with improved horticultural traits to breed breakthrough F1 hybrids
These collaborations are intended to enhance our research and development capabilities, particularly in developing
high-yield, disease-resistant hybrids. While we have entered into technical collaboration agreements with entities
that operate in the same or similar line of business as ours, any adverse development in this agreement may
materially adversely affect our business, results of operations and financial condition. There is no assurance that
these partnerships will continue, or that we will be able to successfully develop the targeted products, or that such
products, once developed, will achieve successful commercialization.
Additionally, we cannot guarantee that these entities will be willing to license new technologies to us on favorable
terms, or at all. Since our current agreements are exclusive, these organizations may also enter into licensing or
sub-licensing arrangements with our competitors, or may choose to produce, market, and sell these products
themselves, potentially increasing competition. The termination of these agreements, failure to develop or
commercialize the intended products, or increased competition could negatively affect our business, future
prospects, and cash flows.
24. Any failure to protect our processes, technologies, product patents or our intellectual property rights or
any inadvertent infringement of the intellectual property rights of other, may have an adverse effect on
our business, financial condition, and results of operations.
We rely on proprietary technologies and platforms, trade secrets, know-how, and confidential information to
develop and maintain our competitive position. However, we may not be able to prevent the unauthorized
disclosure or use of such information. Monitoring unauthorized use and disclosure is difficult, and we do not know
whether the steps we have taken to protect our proprietary technologies, processes and information will be
effective. Even if we detect violations or misappropriations and decide to enforce our rights, enforcement efforts
could be time-consuming and expensive and may not be successful. We have, in the past, observed violations of
our product patents and intellectual property. For details of outstanding litigation in relation to such violations, see
“Outstanding Litigation and Other Material Developments – Litigation involving our Company – Litigation by
our Company” on page 588. Our Company has registered 390 trademarks in India and has filed 83 applications in
India to register trademarks, which are pending at different stages of the registration process. Further, our Company
has obtained registrations for 24 patents in India, out of which 18 have been granted, two patent applications are
60presently under examination and four patent application are refused and being contested by us. For details, see
“Government and Other Approvals – Intellectual Property” on page 603.
R&D is a core pillar of our growth strategy across crop protection products and natural crop solutions and seeds.
We operate on a fully integrated model, combining robust synthesis R&D in crop protection products and natural
crop solutions as well as robust seeds breeding program, with backward-integrated technology enabled
manufacturing, pan-India distribution, with a farmer-centric approach. Our brand, Amora (launched in Financial
Year 2022) for Soyabean section herbicide, has currently reached an awareness of 85% and holds a high wallet
share among the herbicide segment and is emerging as one of the most preferred brand. (Source: F&S Report)
Campaigns like “Jetega to Amora hi” and “Fir is bar, Amora hai Tayyar” developed by us have not been patented
or registered due to the lack of prerequisites. We consider such intellectual property rights as our valuable assets
and trade secrets, given they are fully developed, marketable products tailored to Indian market requirements.
However, policing unauthorized use of intellectual property rights is difficult and sometimes practically infeasible,
and there is no assurance that the steps we have currently taken will prevent misappropriation or infringement of
our intellectual property rights. Infringement of any of our processes or product patents could have a material
impact on our business and operations. Our existing trademarks may expire, and there can be no assurance that
we will be able to renew the same in a timely manner or at all. Our pending and future trademark applications
may not be approved. Further, we may be unable to prevent third parties from seeking to register, acquire, or
otherwise obtain trademarks or service marks that are similar to, infringe upon or diminish the value of our
trademarks and our other intellectual property rights. While we have not faced any such instances of infringement
of our intellectual property rights by third parties there can be no assurance that such instances will not occur in
the future. In addition, our current or future trademarks or other intellectual property rights may be challenged by
third parties or invalidated through administrative process or litigation.
Further, 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. As
part of our growth strategy, we acquire business, brands and entities to expand our portfolio and market presence.
These acquired brands, business and entities may have existing or potential intellectual property infringement
claims against them, or they may have been infringing on the intellectual property rights of third parties. This may
force us to alter our technologies, obtain licences or cease some of our operations. We may also be susceptible to
claims from third parties asserting infringement and other related claims. If claims or actions are asserted against
us, we may be subject to costly litigation or may be required to obtain a licence, modify our existing
products/procedures/technology or cease the use of such technology/procedures/products, which can be extremely
costly.
Additionally, necessary licences in relation to such intellectual property 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. Any of the foregoing could adversely affect our business, results
of operations and financial condition. An inadvertent breach or any misuse of intellectual property or proprietary
data by any of our employees or sub-contractors may expose us to expensive infringement claims and may diminish
our goodwill and reputation, making it difficult for us to operate our business and compete effectively. We cannot
assure you that such instances will not occur in the future.
25. We may pursue strategic acquisitions, investments, alliances, or joint ventures to capitalize on growth
opportunities, but there is no assurance that such initiatives will be successful or that we will be able to
successfully integrate such business into our Company. Any failure to achieve anticipated benefits /
integration failure from such initiatives may have an adverse impact on our business.
We have expanded our business and operations through various acquisitions, for instance, our acquisition of I&B
Seeds helped us expand into the vegetable and flowers seeds industries. We have successfully acquired 13
businesses and brands since incorporation and according to the F&S Report, we are one of the leading companies
in seeds sector in India which has been consistent with strategic acquisitions of strong brands and businesses from
leading multi-nationals which have given access to their customer base and increased market share. For details,
see “Our Business – Our strengths – Vertically integrated manufacturing operations backed by robust R&D
capabilities and strong supply chain ” and “History and Certain Other Corporate Matters – Details regarding
material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of
assets, etc. in the last 10 years” on pages 304 and 363, respectively. Integrating acquired businesses or assets may
present significant challenges, including difficulties in harmonizing corporate culture, values, and work
environments, as well as delays or obstacles in obtaining necessary consents or authorizations from regulatory
authorities.
61The integration process may require substantial management time and resources, and could involve unforeseen
costs, delays, or operational, technical, and financial difficulties. Acquired businesses or assets may not deliver the
anticipated financial results and could incur losses. Additionally, acquisitions may result in the issuance of dilutive
equity securities or the incurrence of additional debt, and there is a risk that key personnel of acquired entities may
not remain with us. There can be no assurance that we will achieve the intended strategic objectives or targeted
returns from such transactions.
26. There are outstanding legal proceedings involving our Company, Subsidiaries, Promoters, Directors,
KMPs and SMPs. Any adverse outcome in such proceedings may have an adverse impact on our
reputation, business, financial condition, results of operations and cash flows.
Certain legal proceedings involving our Company, Subsidiaries, Promoters and certain 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, which may increase expenses and current or contingent liabilities.
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, Promoters,
KMPs and SMPs, as applicable as on the date of this Draft Red Herring Prospectus in accordance with the
Materiality Policy adopted by our Board, as disclosed in “Outstanding Litigation and Other Material
Developments” on page 583, is set out below:
Disciplinar
y actions by
Aggregate
Statutory or the SEBI or Material
Criminal Tax amount
Name of Entity/ Person regulatory Stock civil
proceedings proceedings involved (₹
proceedings Exchanges litigation#
in million)*
against our
Promoters
Company
By our Company 247 3 NA NA 13 2,076.10
Against our Company 84 51 1 NA 5 3,498.37
Directors**
By our Directors Nil NA NA NA Nil Nil
Against our Directors Nil Nil Nil NA Nil Nil
Subsidiaries
By our Subsidiaries 35 4 NA NA NA 152.20
Against our Subsidiaries 12 10 Nil NA Nil 194.00
Promoters
By our Promoters 1 NA NA NA Nil Nil
Against our Promoters 6 1 2 Nil Nil 208.23
Key Managerial Personnel
By our Key Managerial 1 NA NA NA 1 Nil
Personnel
Against our Key Managerial 5 NA 1 NA NA Nil
Personnel
Senior Management
By our Senior Management Nil NA NA NA NA Nil
Against our Senior 4 NA 1 NA NA Nil
Management
Note:
There are certain common litigations involving our Company, Promoters, Directors and KMPs. While the amount involved in each such
litigation has been disclosed in litigation involving our Company, to the extent applicable (along with the number of cases), the value of such
litigations has not been included in the litigation involving our Promoters/Directors/KMPs, as the case may be, and only the number of cases
has been disclosed.
# Determined in accordance with the Materiality Policy.
* To the extent ascertainable and quantifiable.
**Excluding directors who are also Promoters and Key Managerial Personnel.
Additionally, based on publicly available information, our Independent Director, Chetan Rameshchandra Desai
along with others, was a party to a matter wherein it was alleged that the parties to the said matter violated certain
provisions of the SEBI AIF Regulations by accepting investment of value of less than ₹ 10.00 million from certain
number of investors and not having continuing interest of ₹ 50.00 million in the form of investment in an alternative
62investment fund. Subsequently, adjudication proceedings were initiated and an settlement order dated January 28,
2022 was passed by SEBI and a settlement amount of ₹ 6.37 million was jointly paid by all parties. Further, Asha
Agarwal (member of the Promoter Group) has paid a settlement amount of ₹ 0.10 million under the SEBI
Settlement Scheme, 2022 pursuant to the settlement order dated March 8, 2023 issued by SEBI, for alleged
violation of provisions of the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices) Regulations, 2003.
We cannot guarantee that any of the outstanding litigation matters involving us, our Promoters, Directors, Key
Managerial Personnel and members of our Senior Management will be settled favorably or that no additional
liabilities will arise out of these proceedings or will not have a material effect on our business, financial condition,
results of operations, cash flows and prospects.
Further, there may be certain outstanding matters for which the aforementioned parties may not have been served
with summons or relevant case documents, which may result in adverse findings against us. There can be no
assurance that such complaints, claims or requests for information will not result in investigations, enquiries or
legal actions by any regulatory authority or third parties against us. An adverse outcome in any of these
proceedings, either individually or in aggregate, may affect our reputation, business operations, cash flows,
financial condition, results of operations and prospects.
27. We rely on our network of grower farmers for our seed production, and an inability to effectively manage
this network may adversely affect our business, operations and cash flows.
We undertake seed production at our seed production farms located in, inter alia, Telangana, Karnataka, Andhra
Pradesh, Maharashtra, Gujarat. We maintain a supply chain network of grower farmers and organizers across India
through short-term lease/contracting arrangements, who assist in our production process by cultivating and
supplying seeds used in our seed portfolio. The table below sets out details of our network of grower farmers as of
the six months ended September 30, 2025 and past three Fiscals:
Particulars As of September 30, As of March 31, 2025 As of March 31, As of March 31,
2025 2024 2023
Number of grower 19,877 28,056 15,085 10,007
farmers
We provide foundation seeds, such as cotton, millet, mustard, etc., to these grower farmers and support them
financially by way of partly paying them in advance during crop production. In return, the grower farmers cultivate
crops to produce seeds for us, and we provide payment for the services rendered. To formalize this arrangement,
we enter into short-term agreements with grower farmers and organizers that set out seed production specifications,
mutual responsibilities and payment terms.
In addition, grower farmers may not always have interests aligned with ours or may not continue to work with us
every year. In the event of such conflicts, they may be unwilling to fulfil their obligations under our arrangements,
including timely delivery of the required quantities of seeds. While there were no such instances where grower
farmers did not fulfil their obligations to provide seeds, we cannot assure you that such events will not occur in the
future.
28. We face the risk of counterfeit products being circulated in the market under our brand name or
deceptively similar packaging, which may adversely affect our brand reputation and financial
performance.
The availability of counterfeit, pirated, or look‑alike products passed off by third parties as our own, both in India
and in international markets, poses a significant risk to our brand integrity and commercial performance. Such
entities may misrepresent their products as ours, imitate our brand names and packaging materials, or otherwise
create deceptive similarities intended to confuse customers. These practices can displace demand for our genuine
products, undermine our market share, and erode our goodwill by associating inferior or non‑compliant products
with our brand.
The proliferation of unauthorized copies and spurious products may require us to devote substantial time and
resources to responding to complaints, investigating claims, and pursuing enforcement, which may divert
management attention from our operations. These dynamics may reduce our revenue, adversely impact our
reputation and goodwill, and negatively affect our business, financial condition, cash flows and results of
operations.
6329. We face competition in relation to our offerings, from both domestic as well as international players.
Failure to launch new products with better yield compared to competitor to compete effectively could
result in the loss of customers/farmers, which could have an adverse effect on our business, results of
operations, financial condition and future prospects.
According to the F&S Report, seed companies compete with a number of domestic and international businesses in
their market. Multinational corporations such as Bayer, Corteva, and Syngenta continue to dominate the top end
of the value chain through proprietary molecule development, while Indian firms like Sumitomo Chemicals,
Dhanuka Agritech and Rallis India have increasingly differentiated themselves through operational flexibility,
strategic brand acquisitions and localized product innovation. (Source: F&S Report) Such competition typically
leads to pricing pressures, lower margins, loss of market share, all of which could significantly harm our business.
The industries in which we operate present significant entry barriers due to approvals, intricacy of product
development and manufacturing, lead time, expenditure required for R&D, building customer confidence and
relationships. For further details, see “Our Business – Competition” and “Industry Overview” on pages 340 and
206, respectively.
Many of our competitors, especially international players in the crop protection products and natural crop solutions
industry, enjoy significant competitive advantages, including greater recognition and enhanced access to financial,
research and development, marketing, and distribution resources. We may face pricing pressures from such
competitors that are able to produce their crop protection products and natural crop solutions products at
competitive costs and consequently supply their products at cheaper prices. Further, we may be required to offer
discounts and rebates due to intense competition, thereby risking margin erosion and long-term profitability. We
cannot assure you that we will be able to meet the pricing demands imposed by our competitors, thereby adversely
affecting our margins, cash flows, market share and growth prospects.
A portion of our revenue is dependent on us winning tender bids. Such tenders are rewarded on a competitive basis
which has the potential to create pressure on pricing, which in turn exerts pressure on our margins. Our inability
to accurately measure the cost and develop the relevant product may lead to loss of tender creating an adverse
impact on our business, results of operations, financial condition and cash flows.
Our ability to remain competitive relies on the availability, diversity, and characteristics of our products, as well as
our access to key production inputs such as arable land and reliable seed growers. Companies that are able to
develop successful hybrid products and invest in advanced research and development infrastructure are
increasingly likely to differentiate themselves in the marketplace. If we are unable to effectively address
competitive pressures, particularly with respect to pricing and product quality, we may lose market share to other
industry participants, which could result in reduced sales and profitability.
Our competitors may develop technologies that gain market acceptance before or instead of our products. There is
no assurance that we will remain competitive with respect to technology, design, quality or pricing. We may be
required to incur significant expenditure to meet projected customer requirements that we may not be able to
recover or pass on to our customers. We cannot assure you that we will be able to improve our processes, technical,
product and service expertise or lower our prices, which may adversely affect our profitability and market share,
in turn, affecting our business, financial condition, results of operations and future prospects.
30. We have entered into related party transactions in the past and may continue to do so in the future. The
terms of these related party transactions, while at arm’s length, may be unfavourable to us.
We have in the past entered into, and will continue to enter into, transactions with related parties. For details relating
to our related party transactions, see “Restated Consolidated Financial Information – Note 42 – Information on
related party transactions pursuant to Ind AS 24 – Related Party Disclosures” on page 484. The table below sets
out details of our aggregate related party transactions and the percentage of such related party transactions to our
revenue from operations in the relevant years.
Particulars For the six For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
months ended
September 30,
2025
Arithmetic aggregated absolute total of 512.93 955.71 834.87 1,212.11
related party transactions (in ₹ million)
Total Income (in ₹ million) 19,958.60 27,319.36 22,717.13 25,328.86
64Particulars For the six For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
months ended
September 30,
2025
Arithmetic aggregated absolute total of 2.57 3.50 3.68 4.79
related party transactions as a percentage
of Total Income (in %)
While our related party transactions in the six months ended September 30, 2025, Fiscals 2025, 2024 and 2023
have been conducted on an arm’s length basis in compliance with applicable laws and accounting standards,
including the Companies Act, 2013 and other applicable regulations pertaining to the evaluation and approval of
such transactions, we cannot assure you that we could not have achieved more favourable terms had such
transactions been entered into with unrelated parties. While all related party transactions that we may enter into
post-listing will be subject to Board or Shareholder approval, as necessary under the Companies Act and the SEBI
Listing Regulations, we cannot assure you that such future transactions, individually or in the aggregate, will not
have an adverse effect on our business, financial condition, cash flows and results of operations or that we
could not have achieved more favourable terms if such future transactions had not been entered into with
related parties. Further, any future transactions with our related parties could potentially involve conflicts of
interest which may be detrimental to our Company. There can be no assurance that our Directors, KMPs and SMPs
will be able to address such conflicts of interests or others in the future.
31. Our business is substantially dependent on the experience and skill of our Promoters and Directors. The
inability or unwillingness of our Promoters, or one or more of our Directors, to continue in their present
positions, and any inability to retain skilled professionals including Key Managerial Personnel and
Senior Managerial Personnel, could adversely affect our business, results of operations and financial
condition.
Our Company is led by the guidance of its Promoters, Nand Kishore Aggarwal, and Ankur Aggarwal (also one of
our Directors), who have played an active role in our development and expansion, and we benefit from their
educational qualifications and significant experience in the agrochemicals and crop protection products and natural
crop solutions industry. In addition, we are led by a well‑qualified, diverse and experienced Board of Directors
with significant industry experience. For more details, see “Our Management” on page 389.
If any of our Promoters, or Directors, are unable or unwilling to continue in their present positions, such persons
would be difficult to replace and our business, results of operations, financial condition, cash flows and future
prospects could be adversely affected.
Our managerial and other employees play a critical role in maintaining the quality, consistency and reputation of
our products. Our performance depends largely on the efforts and abilities of our skilled professionals, including
Key Managerial Personnel and members of our Senior Management. Our ability to sustain our growth rate depends
upon our ability to manage key issues such as selecting and retaining our management team, Key Managerial
Personnel and members of our Senior Management for developing managerial experience, upskilling our
employees, addressing emerging workforce challenges, and ensuring a high standard of customer service. For
details in relation to our Key Managerial Personnel and members of our Senior Management, see “Our
Management – Key Managerial Personnel and Senior Management – Key Managerial Personnel” and “Our
Management – Key Managerial Personnel and Senior Management – Senior Management” on pages 407 and
407, respectively. In order to be successful, we must attract, train, motivate and retain experienced investment
professionals, industry and management professionals, and highly skilled employees, especially relationship
managers and risk management personnel who are instrumental to the success of our business and on whom our
business model heavily relies. The loss of employees, including Key Managerial Personnel and members of our
Senior Management, could negatively impact our business operations and financial performance.
The table below sets forth the attrition data of our Key Managerial Personnel and members of our Senior
Management as of the six months ended September 30, 2025, and Financial Years ended March 31, 2025, March
31, 2024 and March 31, 2023:
Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Total number of Key 6 6 6 6
Managerial Personnel
65Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Attrition rate of Key Nil Nil Nil 16.67%
Managerial Personnel
(in %)
Total number of 13 15 15 13
members of Senior
Management
Attrition rate of Senior 20.00 26.67 7.69 23.08
Management (in %)
Competition for skilled professionals is intense, and finding, hiring and training suitable replacements can be
time‑consuming and costly. Such competition may also lead to increase in employee turnover and make it more
difficult to attract and retain talent. Any inability to secure and maintain a skilled workforce could adversely affect
our business, financial condition and results of operations.
32. Our operations are labor intensive. Any non-availability of contract workers at reasonable cost or any
strikes, work stoppages or increased wage demands could lead to disruption in our Units, which could
adversely impact our business, financial condition, cash flows and results of operations.
We engage independent contractors through whom we engage contract workers for performance of certain
operational processes for each cropping season, including research and development and field activities. The table
below provides details of contract labourers employed by us as of and for September 30, 2025, and Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars As of and for six As of and for Fiscal As of and for Fiscal As of and for Fiscal
months ended ended March 31, ended March 31, ended March 31,
September 30, 2025 2025 2024 2023
Number of contract 3,033 3,157 4,548 3,102
workers*
Expenses towards 337.97 658.17 547.33 519.83
contract workers (in ₹
million)
Expenses towards 1.89 2.57 2.53 2.14
contract workers as a
percentage of Total
Expenses (%)
*This excludes seasonal piece-rated workers.
We do not engage these contract labourers directly, however, we may still be held accountable under the provisions
of the Contract Labour (Regulation and Abolition) Act, 1970 for any wage payments to be made to such labour in
the event of default by such independent contractors and may also be required to absorb a portion of the contract
labour as our employees. If we are required to absorb such contract labour or to fund their wage requirements, it
may have an adverse impact on our results of operations and financial condition. Any requirement to fund such
defaulted wage requirements may have an adverse impact on our results of operations and our financial condition.
Our dependence on contract labour may result in significant risks for our manufacturing operations, including cost,
availability and skill of such contract labourers in labor intensive sectors such as ours. Our contract workers may
participate in strikes, work stoppages or other industrial actions which could disrupt our manufacturing operations.
While none of our employees were associated with any labor union as of September 30, 2025 and we have not
faced any instances of non-availability of contract workers at reasonable cost or any strikes, work stoppages or
increased wage demands from such contract workers that led to any adverse effect on our business or operations,
there can be no assurance that such instances will not occur in the future.
In addition, a majority of our arrangements with independent contractors are typically for a period of 36 months.
As contract labourers are typically employed for short time periods or for specific assignments, there is a high
turnover rate amongst our contract labourers. Any shortage of such contract labour or any work stoppage caused
by disagreements with independent contractors could materially and adversely affect our business, financial
condition and results of operations.
6633. Adverse changes in regulations applicable to agrochemicals and seeds industry, including new licensing,
technical standards, pricing controls and usage restrictions, could materially and adversely affect our
business, results of operations and financial condition.
Our agrochemicals and seed operations are subject to extensive regulation in India and in the jurisdictions to which
we export. Unfavourable changes in laws, rules, policies or enforcement—such as new or more onerous approval,
registration, licensing, stewardship, labelling, traceability, data-generation, packaging, storage, transport,
advertising or recall requirements—may increase costs, constrain supply, delay product launches, reduce demand
or restrict the use of our products by customers. Since a portion of our Revenue from Operations is from exports,
amendments to India’s export-import policies or protectionist measures in our export markets (including tariffs,
countervailing/anti-dumping duties, quotas or local subsidies) could adversely impact sales and margins.
Withdrawal or modification of tax incentives, subsidies or other benefits in India or abroad could also adversely
affect us. We have incurred, and expect to continue incurring, costs to comply with applicable laws and evolving
standards.
Product-specific regulations are subject to change. In India, certain pesticides have been prohibited or restricted,
including the 2018 ban of 18 pesticides and the 2020 proposal to ban 27 insecticides. The proposed Pesticide
Management Bill, 2020 contemplates enhanced registration and evaluation criteria, advertising controls and
liability/compensation provisions. Seed sector regulations may also tighten, including changes to seed certification
and labelling standards, variety registration, price controls/trait fee caps, traceability and quality norms, as well as
biosafety approvals for biotech traits (including GEAC processes) and requirements under the Protection of Plant
Varieties and Farmers’ Rights Act. For details regarding certain key regulations applicable to our business in India,
see “Key Regulations and Policies in India” on page 343. Such changes could require us to modify manufacturing
or distribution processes, alter our product portfolio and target markets, or incur additional capital expenditure.
There can be no assurance that we will always be able to comply with such requirements on a timely or
cost-effective basis.
Regulatory authorities may impose bans, restrictions, or additional data requirements on certain active ingredients
or formulations, or may change the standards for product registration, labeling, or usage. Any delay or failure in
obtaining or renewing product registrations, or any adverse regulatory action (including product bans or
restrictions), could restrict our ability to manufacture or sell affected products, require us to withdraw products
from the market, or result in inventory obsolescence and financial losses.
Failure to obtain, maintain or comply with approvals, licences, registrations or permits, or to meet their conditions,
could result in delays or denials of approvals for new products, forced withdrawal of existing products, inventory
write-offs, penalties, suspension or revocation of permissions, enforced shutdowns, operational restrictions or bans,
and may constitute breaches of customer arrangements. Any of the foregoing could have a material adverse effect
on our business, results of operations and financial condition.
34. We have indebtedness which requires significant cash flows to service. Any breach of terms under our
financing arrangements or our inability to meet our obligations, including financial and other covenants
under our debt financing arrangements could adversely affect our business and financial condition.
Our Company has total borrowings of ₹ 12,052.37 million as at September 30, 2025. For further details on our
indebtedness, see “Financial Indebtedness” on page 581. We have also entered into short-term and long term loan
agreements with certain banks and financial institutions, which contain restrictive covenants which could include
the prior consent for any change in the management set up or change in ownership or control or effecting any
change in the capital structure of the borrower, any amendment of the constitutional structure of the borrower as
well as restrictions that can affect the ability to declare dividends, issue and allot any securities and their ability to
obtain additional loans. We propose to repay a portion of our Company’s and our Material Subsidiary, Saffire Crop
Science Private Limited’s indebtedness from the proceeds of the Offer. For details, see “Objects of the Offer -
Objects of the Fresh Issue” on page 149.
In terms of security, we are required to create a mortgage over our immovable properties, hypothecation of our
movable and immovable assets (present and future) and create liens on our fixed deposits. Further, our financing
agreements also require us to comply with financial covenants including the requirements to maintain, specified
debt to equity ratios. There will be no assurance that our company will be able to comply with these financial or
other covenants (presently or in future) or that we will be able to obtain consents necessary to take the actions that
we believe are required to operate and grow our business. While there has been no such instance in the past, there
is a possibility that our lenders can or may impose additional interests, penalties and/or fees on the loans, or call
67an event of default which could lead to acceleration or termination of such borrowings, all of which could adversely
affect our business operations, cash flows and financial conditions.
Additionally, most of our borrowings are, and are expected to continue to be, at variable rates of interest and expose
us to interest rate risk. If the benchmark interest rates increase, our debt service obligations on the variable rate
indebtedness would increase even though the amount borrowed remains the same, and consequently our net income
would decrease. For details with respect to the borrowings repayable on demand, see the “Financial Indebtedness”
on page 581. The borrowings repayable on demand are availed for the purpose of meeting the working capital
requirements of our Company. If the said funds are demanded for repayment at any period and our Company is not
in a position to arrange for the interim funds for meeting its working capital, such working capital funding may be
temporarily impacted, which may have an adverse effect on our business, results of operations, financial condition.
35. We extend credit to our customers and dealers in respect of our products and any write-off of bad debts
could result in the reduction of our profits, which could adversely affect our business, results of
operations, financial conditions and cash flows.
Our distributors form a critical part of our supply chain. As of September 30, 2025, we have a pan-India
distribution network across 23 states and four union territories with an aggregate of 13,285 independent
distribution partners, across business segments and brands. Sustaining the payment terms extended to them is
essential to ensure timely collection of receivables and to prevent any adverse impact on our liquidity, financial
performance, or profitability.
We generally provide credit to distributors and dealers, especially ahead of and during peak seasons. Unfavorable
market conditions, subdued demand, or financial stress among channel partners could increase our credit risk,
delay collections, elevate receivable levels, and require provisions for doubtful debts. Enforcement of contractual
terms and recovery of overdue amounts may be challenging, particularly with smaller or geographically dispersed
dealers. While our Company has an expected credit loss policy in place and creates provisions for doubtful debts
based on such policy, with our widespread distribution network across 23 states, and realisation of funds at times
based on the harvest, it may be difficult to ensure that all payments made by the distributors are on time or that
there are no defaults in payment.
Adverse agricultural seasons or delayed harvest realizations may extend collection periods and elevate default risk.
Further, credit extended to distributors is typically unsecured. In the event of non-payment or insolvency of
distributors, the company may have limited recourse to recover dues or liquidate assets to offset outstanding
amounts. Any tightening of credit terms or reduction in trade incentives to manage receivable risk may lead to
distributor dissatisfaction or loss of market share, while leniency could further strain working capital.
The table below provides details of our receivable turnover days as of September 30, 2025 and Financial Years
2025, 2024 and 2023:
Particulars As of September 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Receivable days 87 90 95 85
Any increase in our receivable days will negatively affect our business. If we are unable to collect customer
receivables or if the provisions for doubtful receivables are inadequate, it could have a material adverse effect on
our business, financial condition and results of operations. While we have not experienced any instances of
significant delays in receiving payments which had an impact on our business, results of operations, financial
condition and cash flows as of September 30, 2025 and for Financial Years ended March 31, 2025, March 31, 2024
and March 31, 2023, we cannot assure you that such instances will not arise in the future.
We have experienced bad debts in the past. The table below shows our bad debts written-off and provision for bad
debts as of and for the six months ended September 30, 2025 and Financial Years ended March 31, 2025, March
31, 2024 and March 31, 2023, and such amounts as a percentage of our revenue from operations:
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Bad debts written-off 0.09 4.58 Nil Nil
(in ₹ million)
Bad debts written-off as Negligible Negligible Nil Nil
a percentage of
68Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from
Operations (in %)
Allowance for doubtful 115.05 121.95 115.80 81.93
debts (in ₹million)
Allowance for doubtful 0.58 0.45 0.52 0.33
debts as a percentage of
Revenue from
Operations (in %)
While we have not experienced significant bad debt losses as of September 30, 2025 and Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023, we cannot assure you that we will not experience them in
the future. An increase in bad debts or in defaults by our distributors may compel us to utilize greater amounts of
our operating working capital and result in increased interest costs, thereby adversely affecting our results of
operations and cash flows.
36. Our Registered Office, Corporate Office and Units are partially located on leased premises. In the event
that we are unable to renew lease agreements, our business, results of operations, cash flows and
financial condition may be adversely affected.
Our Registered Office, Corporate Office and some of our Units are located on premises leased by our Company
from Ankur Aggarwal, Nand Kishore Aggarwal, Komal Aggarwal and Redson Retail and Reality Private Limited,
pursuant to various lease arrangements. The table below sets out details of our rent expenses for September 30,
2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars For six months For Fiscal ended For Fiscal ended For Fiscal ended
ended September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
Total rent expense (in ₹ 102.17 157.75 151.78 132.22
million)
Total rent expense as a 0.57 0.62 0.70 0.54
percentage of Total
Expenses (in %)
A majority of these leases are entered into on a short-term basis, however, we cannot assure you that we will be
able to renew these agreements on terms acceptable to us, or at all. Any inability or failure to renew these
agreements, or a renewal on less favourable terms, could require us to relocate our operations, causing disruptions
in our operations, slowdowns, delays in product manufacturing cycle, all of which could involve substantial
expenses and time. Any such disruption or additional cost could have a material adverse effect on our business,
financial condition, results of operations, and future prospects. While we have not faced any instances of difficulties
in negotiating our lease arrangements or premature termination of existing lease agreements that led to any adverse
effect on our business or operations, there can be no assurance that such instances will not occur in the future.
In addition, any regulatory non-compliance by the lessors or any adverse development relating to the lessors’ title
or ownership rights to such properties may entail significant disruptions to our operations, especially if we are
forced to vacate leased spaces following any such developments and expose us to reputation risks.
37. Our Units and research and development facilities have significant electricity, power and fuel
requirements. Any interruption in electricity, power and fuel supplies to our Units or research and
development facilities or any irregular or significant hike in rates may have a material adverse effect on
our business, financial condition, cash flows and results of operations.
All our Units and research and development facilities have significant electricity, power and fuel requirements and
any interruption in the supply of electricity, power or fuel may disrupt our operations. The table below sets out
details of our electricity, power and fuel expenses for September 30, 2025 and Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023:
69Particulars For six months For Fiscal ended For Fiscal ended For Fiscal ended
ended September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
Electricity, power and 96.17 166.62 138.25 129.70
fuel (in ₹ million)
As a percentage of Total 0.54 0.65 0.64 0.53
Expenses (in %)
While our Units have power backup for emergency situations and use solar power to meet a portion of their power
requirements, any prolonged disruption in power may lead to stoppage of production and/or increase in cost of
production due to high-cost alternatives such as diesel generators for power backup. While we have not faced any
instances of prolonged disruption in power supply to our Units, in the six months ended September 30, 2025 and
Fiscals 2025, 2024 and 2023, we cannot assure you that such instances will not take place in the future. Further,
any unexpected or unforeseen increase in the rates of such resources can increase the operating cost of our Units
and research and development facilities and thereby increase the production costs of our products, which we may
not be able to pass on to our customers. In the event any of our sources of electricity, power and or fuel were to
shutdown or be unavailable for use by us or in case of hikes in rates, we cannot assure you that we will be able to
find a cost-effective alternative which may adversely affect our business, financial condition, cash flows and results
of operations.
38. We are dependent on a third-party contract manufacturer for the production of our agri-equipment
products. Any failure on the part of such contract manufacturer to meet its obligations or our inability to
renew our agreement with such contract manufacturer, could adversely affect our business, financial
conditions, cash flows and results of operations.
We rely on a third-party contract manufacturer based in Nabha, Punjab, India, for the production of our agri-
equipment. The table below sets out details of the purchases from such third-party contract manufacturer and
revenue generated from our agri-equipment business:
Particulars For six months For Fiscal ended For Fiscal ended For Fiscal ended
ended September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
Purchases of stock-in- 9.65 59.06 - -
trade from third-party
contract manufacturer
(in ₹ million)
Revenue from agri- 13.04 74.42 - -
equipment (in ₹ million)
This exposes us to regional risks such as political instability, natural disasters, or local regulatory changes. In
addition, any adverse impact on the business of such third-party contract manufacturer, will have a resultant
adverse impact on the supply of agri-equipment to us, which could impact our sales, business and results of
operations. Any (i) failure by the third-party contract manufacturer to meet their contractual, quality, safety,
regulatory, delivery, pricing, or volume commitments, (ii) capacity constraints, labor unrest, accidents, pandemics
or force majeure events, (iii) supply chain and logistics disruptions, (iv) cost escalations, (v) non-compliance with
applicable standards or laws, (vi) insolvency or change in control, (vii) prioritization of other customers over us,
could delay shipments, increase costs, trigger warranty claims, recalls or penalties, and harm our reputation and
customer relationships.
Our agreement with such third-party contract manufacturer may subject to renegotiation on less favorable terms
in the future, and they may also misappropriate our proprietary designs, tooling, or know-how despite contractual
protections. If any arrangement is terminated, not renewed, or becomes uneconomical, we may face significant
challenges in timely qualifying alternate manufacturers, transferring tooling, revalidating products, or obtaining
required certifications and regulatory approvals, which could disrupt production, impact product quality and
compliance, and affect our ability to meet customer demand. Any of the foregoing could materially and adversely
affect our business, financial condition, cash flows, and results of operations.
7039. Our insurance coverage may be inadequate, which could have an adverse effect on our financial
condition and results of operations.
We maintain insurance policies for our business. For details in relation to categories of insurance policies
maintained by us, see “Our Business - Insurance” on page 339. Our principal type of coverage includes insurance
for public liability, accident risks, product liability and director’s and officer’s liability. Furthermore, accidents and
fire could result in injury or death to our employees and other persons present at our Units. These insurance policies
have a validity period of a year and are renewed on annual basis. We cannot provide assurance that our insurance
policies will also be renewed in future in a timely and efficient manner, at acceptable cost or at all. We cannot also
assure that our insurance coverage will be sufficient to cover all damages and losses we become liable for. Details
of our insurance coverage as of September 30, 2025 and Fiscals 2025, 2024 and 2023, are as set out below.
As of September As of March 31, As of March 31, As of March
Particulars
30, 2025 2025 2024 31, 2023
Amount of total tangible assets*$ 14,183.96 13,733.18 9,396.47 10,210.76
(in ₹ million)
Amount of sum insured# (in ₹ 18,915.89 16,050.77 12,963.95 12,734.45
million)
Insurance Coverage (in %) 133.36 116.88 137.97 124.72
$As per the Restated Consolidated Financial Information.
*Tangible assets have been computed of property, plant and equipment (excluding freehold land), capital work in progress, investment property,
inventories and cash in hand.
# Insurance coverage amount excludes loss of pay coverage available under the policy if separately identified in the policy.
Our insurance policies are subject to various exclusions and limitations, which may prevent us from recovering the
full amount of any liabilities or losses incurred. Certain risks and losses may not be covered at all, either because
they are uninsurable or because suitable insurance coverage is unavailable on acceptable terms. Our insurance
coverage is also subject to periodic renewal, and there is no guarantee that we will be able to maintain the types or
levels of insurance we consider necessary or adequate, or that we will be able to do so at commercially reasonable
premiums. Even if our insurance is sufficient to cover direct losses, we may not always be able to implement
remedial or corrective measures promptly, which could result in business disruptions. Our claims history may also
impact the premiums we are charged in the future, and if we are unable to pass increased insurance costs on to our
customers, higher premiums could negatively affect our costs and profitability.
Additionally, some claims may be denied by insurers, and there is no assurance that any claims we make will be
paid in full, in part, or in a timely manner. If the value of one or more claims exceeds our aggregate coverage limits,
we would be responsible for the excess, as well as any amounts related to deductibles or self-insured retentions.
This could lead to increased insurance and claims expenses, or prompt us to raise deductibles or self-insured
retentions when renewing or replacing policies. Any losses or damages not covered by insurance, or for which our
coverage is inadequate, would have to be absorbed by us, which could adversely impact our business, reputation,
financial condition, results of operations, and cash flows. While we have not experienced any such material adverse
events, if future losses significantly exceed or fall outside our insurance coverage, or cannot be recovered through
insurance, our business, financial condition, results of operations, and cash flows could be materially and adversely
affected. If insurance, customer indemnities, or other legal protections are unavailable or insufficient to cover
certain risks or losses, it could have a material adverse effect on our business, results of operations, financial
condition, and cash flows.
40. Our agri-equipment business is a relatively new business vertical, and our Company and our Promoters
have limited experience in this industry segment.
We forayed into the agri-equipment business vertical with the sale of conventional sprayers and subsequently also
commenced sale of boom sprayers and other agri-equipment in Fiscal 2025. As a result, our Company and
Promoters have limited experience, industry knowledge, and established relationships with key stakeholders, such
as suppliers, distributors, and customers, that are critical for success in this business vertical. Such limited track
record may also affect our Company’s ability to anticipate and respond to market trends, regulatory requirements,
and competitive pressures. There can be no assurance that we will be able to effectively manage the unique
challenges and risks associated with this new business vertical, or that our agri-equipment business will achieve
the desired levels of growth, profitability, or market acceptance. Any failure to successfully establish and operate
our agri-equipment business could adversely affect our business, financial condition, cash flows, and results of
operations.
7141. Our Statutory Auditor’s report for the special purpose consolidated interim financial statements as at and
for the six months period ended September 30, 2025 and consolidated financial statements as at and for
the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 includes emphasis of
matter and qualified opinion against our Company.
Our Statutory Auditor’s report for the for the special purpose consolidated interim financial statements as at and
for the six months period ended September 30, 2025 and consolidated financial statements as at and for the
Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, includes certain emphasis of matter
and qualified opinion, as detailed in the table below.
Period/Financial Nature of Particulars
Year observation
September, 2025 Emphasis of matter We draw attention to note 40 (iii) of the accompanying Special Purpose
Consolidated Interim Financial Statements regarding a demand of ₹1,094.17
million with interest thereon raised by the Additional Director General
Foreign Trade (DGFT), Ahmedabad related to Terminal Excise Duty (TED)
refunds claimed/received by the Holding Company during the years 2012–
2016, against which the Holding Company had obtained a stay order from
the Hon'ble Gujarat High Court. Consequently, actions were taken by the
Central Bureau of Investigation (CBI) implicating the Holding Company, its
directors, and former DGFT officials under allegations related to wrongful
TED refunds, for which a chargesheet had been filed. Pursuant to the actions
taken by the CBI, the Directorate of Enforcement (ED) summoned the
directors and initiated an investigation into the Holding Company. The
Holding Company's fixed deposits amounting to ₹302.06 million as at 31
March 2025 have been provisionally attached by the ED during the period
of ongoing investigation, ascertaining it to be proceeds of crime of the
Company in supplementary complaints filed in accordance with the
Prevention of Money-Laundering Act, 2002 (PMLA).The aforesaid
proceedings are pending in the CBI Court in Ahmedabad and the Appellate
Tribunal under PMLA as at the reporting date. Based on available
information, underlying evidence supporting these refunds, and
supplemented by external legal advice, the management is of the view that
the matter is not likely to have a material impact on the Holding Company
and no adjustment is required to the accompanying Special Purpose
Consolidated Interim Financial Statements in respect of this matter. Our
opinion is not modified in respect of the above matter.
September, 2025 Emphasis of matter We draw attention to Note 2 to the accompanying Special Purpose
Consolidated Interim Financial Statements, which describes the basis of its
preparation. These Special Purpose Consolidated Interim Financial
Statements have been prepared by the Holding Company’s management
solely for the preparation of Restated Consolidated Financial Information of
the Group and its associate for the six-month period ended 30 September
2025, to be included in the Draft Red Herring Prospectus which is to be filed
by the Holding Company with Securities and Exchange Board of India,
National Stock Exchange of India Limited and BSE Limited as per the
requirements of Section 26 of Part I of Chapter III of the Act, read with the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirement) Regulations, 2018, as amended from time to time in
connection with the proposed Initial Public Offer of equity shares of the
Holding Company. Therefore, these Special Purpose Consolidated Interim
Financial Statements may not be suitable for any other purpose. Our report
is issued solely for the aforementioned purpose, and accordingly, should not
be used, referred to or distributed for any other purpose or to any other party
without our prior written consent. Further, we do not accept or assume any
liability or any duty of care for any other purpose for which or to any other
person to whom this report is shown or into whose hands it may come
without our prior consent in writing.
Our opinion is not modified in respect of this matter.
September, 2025 Qualified Opinion As stated in Note 40 (vi) to the accompanying Special Purpose Consolidated
Interim Financial Statements, the Holding Company had recognised
insurance claim receivable of ₹162.95 million during the financial year
2012-13, which was rejected by the insurance company. In the FY 2015-16,
72Period/Financial Nature of Particulars
Year observation
the Holding Company had filed a complaint against the insurance company
before the National Consumer Disputes Redressal Commission
("NCDRC"), New Delhi, which awarded an order dated 13 December 2019
in favour of the Company directing the insurance company to pay the claim
amount of ₹162.95 million along with interest to the Holding Company, for
deficiency of service. However, the insurance company had filed an appeal
before the Hon'ble Supreme Court against the order of NCDRC, which is
currently pending for adjudication.
In view of non-acceptance of the Holding Company's claim by the insurance
company, the said insurance claim receivable is considered as a contingent
asset as defined under Ind AS 37 'Provisions, Contingent Liabilities and
Contingent Assets', and accordingly should not have been recognised in the
Special Purpose Consolidated Interim Financial Statements. Had the
Holding Company not recognised such insurance claim receivable, the other
non-current financial assets as at 30 September 2025 would have been lower
by ₹162.95 million (31 March 2025: ₹162.95 million), other equity as at 30
September 2025 would have been Iower by ₹162.95 million (31 March
2025: ₹162.95 million) and net deferred tax assets would have been higher
by ₹41.01 million as at 30 September 2025 (31 March 2025: ₹41.01
million).
Our audit report dated 22 May 2025 on the consolidated financial statements
of the Holding Company for the year ended 31 March 2025, was also
qualified in respect of this matter
Fiscal 2025 Emphasis of matter We draw attention to note 40(iii) of the accompanying consolidated
financial statements regarding a demand of ₹1,094.17 million with interest
thereon raised by the Additional Director General Foreign Trade('DGFT'),
Ahmedabad related to Terminal Excise Duty('TED') refunds claimed/
received by the Holding Company during the years 2012-2016, against
which Holding Company had obtained a stay order from the Hon'ble
Gujarat High Court. Consequently, actions were taken by the Central
Bureau of Investigation (CBl') implicating the Holding Company, its
directors, and former DGFT officials under allegations related to wrongful
TED refunds, for which chargesheet had been filed. Pursuant to the actions
taken by the CBI, the Directorate of Enforcement('ED') summoned the
directors and initiated an investigation into the Holding Company, The
Holding Company's fixed deposits amounting to ₹302.06 million as at 31
March 2025 have been provisionally attached by the ED during the period
of ongoing investigation ascertaining it to be the proceeds of crime of the
Company in the supplementary complaints filed in accordance with
Prevention of Money-Laundering Act, 2002(PMLA'). The aforesaid
proceedings are pending in the CBI Court in Ahmedabad and Appellate
Tribunal under the PMLA as at reporting date.
Based on available information, underlying evidence supporting these
refunds, and supplemented by external legal advice, the management is of
the view that the matter is not likely to have a material impact on the Holding
Company and no adjustment is required to the accompanying consolidated
financial statements in respect of this matter. Our opinion is not modified in
respect of the above matter.
Fiscal 2025 Qualified As stated in note 49 to the accompanying consolidated financial statements,
Opinion the Holding Company had recognised insurance claim receivable of
₹162.95 million during the financial year 2012-13, which was rejected by
the insurance company. In the FY 2015-16, the Holding Company had filed
a complaint against the insurance company before the National Consumer
Disputes Redressal Commission ("NCDRC"), New Delhi, which awarded
an order dated 13 December 2019 in favour of the Company directing the
insurance company to pay the claim amount of ₹162.95 million along with
interest to the Holding Company, for deficiency of service. However, the
insurance company had filed an appeal before the Hon'ble Supreme Court
against the order of NCDRC, which is currently pending for adjudication.
In view of non-acceptance of the Holding Company's claim by the insurance
company, the said insurance claim receivable is considered as a contingent
asset as defined under Ind AS 37 'Provisions, Contingent Liabilities and
73Period/Financial Nature of Particulars
Year observation
Contingent Assets', and accordingly should not have been recognised in the
consolidated financial statements. Had the Holding Company not
recognised such insurance claim receivable, the other non-current financial
assets as at 31 March 2025 would have been lower by ₹162.95 million (31
March 2024: ₹162.95 million), other equity as at 31 March 2025 would have
been lower by ₹162.95 million (31 March 2024: ₹162.95 million) and net
deferred tax assets would have been higher by ₹41.01 million as at 31 March
2024 (31 March 2023: ₹41.01 million).
Fiscal 2025 Qualified opinion According to the information and explanations given to us and based on
our audit, the following material weakness have been identified in the
operating effectiveness of the Holding Company's internal financial
controls with reference to financial statements as at 31 March 2025:
The Holding Company's internal financial control system with respect to
determination of recognition criteria on insurance claim receivables, as
explained in note 49 to the accompanying consolidated financial
statements, were not operating effectively, which has resulted in a material
misstatement in the carrying amount of non-current financial assets and its
consequential impact on the other equity
Fiscal 2024 Qualified Opinion As described in note 40(ii) to the accompanying consolidated financial
statements, the Holding Company had received a show cause notice ('SCN')
dated 05 November 2019 from the Office of Additional Director General
Foreign Trade, Ahmedabad stating that the refunds of Terminal Excise Duty
('TED') obtained by the Holding Company on the basis of Advance Release
Order ('AROs') have been erroneously made to the Holding Company since
the supplies against the AROs were prior to the date of issuance of AROs
and directed the Holding Company to payback TED refunds amounting to
₹1,094.17 million along with interest at the rate of 15%. The matter is being
litigated by the Holding Company before Hon'ble High Court of Gujarat
which has granted a stay on the show cause notice proceedings on 17
December 2019.
Further, a first information report ('FIR') implicating the Holding Company
and three of its directors, the former Joint Director DGFT, and other
unknown persons was filed on 18 January 2020 by the Central Bureau of
Investigation ('CBI') for which a chargesheet dated 24 December 2021 had
been filed by the CBI in the previous year. Also, on 07 January 2021, a
provisional attachment order attaching a fixed deposit of the Holding
Company worth ₹202.66 million was issued by the Directorate of
Enforcement which has been confirmed by adjudicating authority, vide its
final order dated 06 September 2021. The Holding Company has taken
further legal actions against such matters as further explained in the said
note.
The management, based on their legal assessment, is of the view that the
aforesaid matters would not be tenable against the Holding Company at
higher jurisdictions or before the courts of law and accordingly,
management believes that no adjustments are required to the accompanying
Consolidated Financial Statements.
However, in view of the fact that the regulatory investigations and legal
cases are still ongoing, and in absence of sufficient appropriate evidence to
support management's views, we are unable to comment on the
consequential impact of the above matters on these Consolidated Financial
Statements. Our audit report dated 30 May 2023 on the consolidated
financial statements of the Company for the year ended 31 March 2023,
was also qualified in respect of this matter.
Fiscal 2024 Qualified Opinion As stated in note 48 to the accompanying consolidated financial statements,
the Holding Company had recognised insurance claim receivable of Rs.
162.95 million during the financial year 2012-13, which was rejected by
the insurance company. In the financial year 2015-16, the Holding
Company had filed a complaint against the insurance company before the
National Consumer Disputes Redressal Commission ("NCDRC"), New
Delhi, which awarded an order dated 13 December 2019 in favour of the
Holding Company directing the insurance company to pay the claim
74Period/Financial Nature of Particulars
Year observation
amount of ₹162.95 million along with interest to the Holding Company, for
deficiency of service. However, the insurance company has filed an appeal
before the Hon'ble Supreme Court against the order of NCDRC, which is
currently pending for adjudication.
In view of non-acceptance of the Holding Company’s claim by the
insurance company, the said insurance claim receivable is considered as a
contingent asset as defined under Ind AS 37 'Provisions, Contingent
Liabilities and Contingent Assets', and accordingly should not have been
recognised in the consolidated financial statements. Had the Holding
Company not recognised such insurance claim receivable, the other non-
current financial assets as at 31 March 2024 would have been lower by
₹162.95 million (31 March 2023: ₹162.95 million), other equity as at 31
March 2024 would have been lower by ₹162.95 million (31 March 2023:
₹162.95 million) and net deferred tax assets would have been higher by
₹41.01 million as at 31 March 2024 (31 March 2023: ₹41.01 million). Our
audit report dated 30 May 2023 on the consolidated financial statements of
the Holding Company for the year ended 31 March 2023, was also qualified
in respect of this matter.
Fiscal 2024 Qualified Opinion According to the information and explanations given to us and based on
our audit, the following material weaknesses have been identified in the
operating effectiveness of the Holding Company's internal financial
controls with reference to financial statements as at 31 March 2024:
The Holding Company's internal control system with respect to recognition
of liability towards claims made by the government authority towards
refund of excess terminal excise duty (TED), as explained in Note no 40(ii)
to the accompanying consolidated financial statements, were not operating
effectively, which could lead to a potential material misstatement in the
Holding company's expenses and its consequential impact on the earnings,
reserves other equity and related disclosures in the accompanying
consolidated financial statements.
Fiscal 2024 Qualified Opinion The Holding Company’s internal financial control system with respect to
determination of recognition criteria on insurance claim receivables, as
explained in Note no 48 to the accompanying consolidated financial
statements, were not operating effectively, which has resulted in a material
misstatement in the carrying amount of non-current financial assets and its
consequential impact on the earnings, other equity and related disclosures
in the accompanying consolidated financial statements
Fiscal 2023 Qualified Opinion As described in Note 40(ii) to the accompanying consolidated financial
statements, the Holding Company had received a show cause notice ('SCN')
dated 05 November 2019 from the Office of Additional Director General
Foreign Trade, Ahmedabad stating that the refunds of Terminal Excise Duty
('TED') obtained by the Holding Company on the basis of Advance Release
Order (“CAROs”) have been erroneously made to the Holding Company
since the supplies against the AROs were prior to the date of issuance of
AROs and directed the Holding Company to payback TED refunds
amounting to ₹1 ,094.17 million along with interest at the rate of 15%. The
matter is being litigated by the Holding Company before Hon'ble High
Court of Gujarat which has granted a stay on the show cause notice
proceedings on 17 December 2019. Further, a first information report
('FIR') implicating the Holding Company and three of its Directors, the
former Joint Director DGFT, and other unknown persons was filed on 18
January 2020 by the Central Bureau of Investigation ('CBI') for which a
charge sheet dated 24 December 2021 had been filed by the CBI in the
previous year. Also, on 07 January 2021, a provisional attachment order
attaching a fixed deposit of the Holding Company worth ₹202.66 million
was issued by the Directorate of Enforcement which has been confirmed
by adjudicating authority, vide its final order dated 06 September 2021. The
Holding Company has taken further legal actions against such matters as
further explained in the said note. The management, based on their legal
assessment, is of the view that the aforesaid matters would not be tenable
against the Holding Company at higher jurisdictions or before the courts of
75Period/Financial Nature of Particulars
Year observation
law and accordingly, management believes that no adjustments are required
to the accompanying consolidated financial statements. However, in view
of the fact that the regulatory investigations and legal cases are still
ongoing, and in absence of sufficient appropriate evidence to support
management's views, we are unable to comment on the consequential
impact of the above matters on these consolidated financial statements. Our
audit report dated 21 June 2022 on the consolidated financial statements of
the Holding Company for the year ended 31 March 2022, was also qualified
in respect of this matter.
Fiscal 2023 Qualified Opinion As stated in note 50 to the accompanying consolidated financial statements,
the Holding Company had recognized insurance claim receivable of Rs.
162.95 million during the financial year 2012-13, which was rejected by
the insurance company. In the financial year 2015-16, the Holding
Company had filed a complaint against the insurance company before the
National Consumer Disputes Redressal Commission ("NCDRC"), New
Delhi, which awarded an order dated 13 December 2019 in favour of the
Holding Company directing the insurance company to pay the claim
amount of Rs 162.95 million along with interest to the Holding Company,
for deficiency of service. However, the insurance company has filed an
appeal before the Hon'ble Supreme Court against the order of NCDRC,
which is currently pending for adjudication. In view of non-acceptance of
the Holding Company's claim by the insurance company, the said insurance
claim receivable is considered as a contingent asset as defined under Ind
AS 37 'Provisions, Contingent Liabilities and Contingent Assets', and
accordingly should not have been recognised in the financial statements.
Had the Holding Company not recognised such insurance claim receivable,
Group's other non- current financial assets as at 31 March 2023 would have
been lower by ₹162.95 million (31 March 2022: ₹162.95 million), other
equity as at 31 March 2023 would have been lower by Rs. 162.95 million
(31 March 2022: ₹162.95 million) and net deferred tax assets would have
been higher by ₹41.01 million as at 31 March 2023 (31 March 2022: ₹41.01
million). Our audit report dated 21 June 2022 on the consolidated financial
statements of the Holding Company for the year ended 31 March 2022, was
also qualified in respect of this matter.
Fiscal 2023 Qualified Opinion According to the information and explanations given to us and based on
our audit, the following material weaknesses have been identified in the
operating effectiveness of the Holding Company's internal financial
controls with reference to financial statements as at 31 March 2023.
The Holding Company's internal control system with respect to recognition
of liability towards claims made by the government authority towards
refund of excess terminal excise duty (TED), as explained in note 40(ii) to
the accompanying consolidated financial statements, were not operating
effectively, which could lead to a potential material misstatement in the
Holding Company's expenses and its consequential impact on the earnings,
other equity and related disclosures in the accompanying consolidated
financial statements.
Fiscal 2023 Qualified Opinion The Holding Company’s internal financial control system with respect to
determination of recognition criteria on insurance claim receivables, as
explained in note 50 to the consolidated financial statements, were not
operating effectively, which has resulted in a material misstatement in the
carrying amount of non-current financial assets and its consequential
impact on the earnings, other equity and related disclosures in the
accompanying consolidated financial statements.
There can be no assurance that the audit reports for any future fiscal periods will not contain such observations.
Investors should consider these observations of our Statutory Auditor in evaluating our financial condition, results
of operations and cash flows. Also refer to “–Our Company, Promoters and one of our Directors, are subject to
ongoing criminal and regulatory proceedings arising from alleged violations of the Foreign Trade Policy (2009-
2014) and Handbook of Procedures of the Directorate General of Foreign Trade. Any adverse outcome could
materially and adversely affect our business, results of operations, cash flows, financial condition, reputation
and our ability to pursue strategic initiatives” on page 46 for more details.
7642. We are unable to trace some of our historical records. We cannot assure you that regulatory proceedings
or actions will not be initiated against us in the future and that we will not be subject to any penalty
imposed by the competent regulatory authority in this regard.
Certain of our Company’s corporate records are not traceable. These include:
S. Brief particulars of Particulars Financial Year Available alternate
No. untraceable corporate documents relied on to
record or form filing identify/ corroborate
untraceable information
1. 20B Annual return 1994-95 The practising company
secretary appointed by our
2. Board resolution for Board resolution Company conducted physical
initial subscription to and online inspection; however,
1994-95
the memorandum of was not able to retrieve
association supporting documents. Further,
3. 23AC & ACA Annual financials 1994-95 no alternate documents to rely
4. 20B Annual return 1995-96 on were found.
5. 23AC & ACA Annual financials 1995-96
6. 23AC & ACA Annual financials 1996-97
7. 20B Annual return 1997-98
8. 20B Annual return 1998-99
9. 23AC & ACA Annual financials 1999-00
10. Board resolution for Board resolution
transfer of 90 shares
from Sanjay 2000-2001
Srivastava to Nand
Kishore Aggarwal
11. 23B Appointment of auditors 2002-03
12. Board resolution for Board resolution
allotment of 400
shares each to Nand
Kishore Aggarwal 2002-03
and Kanak Aggarwal
dated December 11,
2002
13. Board resolution for Board resolution
change in registered
2002-03
office dated
September 1, 2003
14. 23B Appointment of auditors 2003-04
15. 23ACA Annual financials 2005-06 Audited financial statements
16. 23B Appointment of auditors Board resolution and minutes
2006-07
17. 23B Appointment of auditors Board resolution and minutes
2007-08
18. 23B Appointment of auditors Board resolution and minutes
2008-09
19. 23B Appointment of auditors Board resolution and minutes
2010-11
In addition to the documents disclosed above, we are also unable to trace the RBI acknowledgements for Form
FC-GPR for allotments dated December 19, 2011 and March 3, 2014. See “Capital Structure” on page 117.
Shashank Pashine & Associates, (ICSI Unique Code: S2018DE639400) have conducted an online and physical
search of secretarial and corporate records available with the office of RoC and pursuant to their inspection and
independent verification of the documents available/ maintained by our Company, the Ministry of Corporate
Affairs at the MCA Portal and the RoC and by way of their report dated December 17, 2025 (“PCS Search
Report”), confirmed the unavailability of such historical records.
We have also, by way of a letter dated December 17, 2025 intimated the RoC of such untraceable records. While
as on the date of this Draft Red Herring Prospectus, no legal proceedings have been initiated against us in relation
to such untraceable records, 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 future inadvertent discrepancies
77in our secretarial filings and/or corporate records in the future, which may adversely affect our business, financial
condition and reputation.
43. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded
manufacturing capacities could have an adverse effect on our business, future prospects and future
financial performance.
The success of any capacity expansion and the expected returns on our capital expenditure are contingent on,
among other factors, our ability to obtain requisite regulatory approvals in a timely manner, recruit and retain
personnel and ensure their satisfactory performance to support business growth and absorb additional infrastructure
costs while developing new expertise. Our capacity utilization is also influenced by the product specifications and
procurement practices of our customers. For details of the actual quantity manufactured and capacity utilised as of
and for the six months ended September 30, 2025, and Fiscals 2025, 2024 and 2023, at each of our Units, see “Our
Business – Manufacturing facilities” on page 319. We have in the past made significant investments to expand
our Units and may, in the future, undertake additional investments to further increase capacity. Our business
experiences fluctuations in production and capacity utilization across quarters within a financial year due to
seasonality. In the event of industry oversupply or weak demand, we may be unable to efficiently utilize expanded
capacity.
As we typically do not enter into long-term or continuing contracts, there is a risk that customers may not place
orders, may place smaller-than-expected orders, may cancel existing orders, or may alter their procurement
policies, resulting in reduced manufacturing volumes and under-utilization of existing capacity. We make
significant operational decisions, including the levels of business we seek and accept, production schedules,
personnel requirements, and other resource allocations, based on our estimates of customer orders; however,
customer requirements span multiple product types and shifts in demand among products may necessitate changes
to our manufacturing processes, affecting production schedules. Such dynamics may lead to overproduction of
certain products and underproduction of others, causing a mismatch between capacity and capacity utilization. Any
resultant over- or under-utilization of our Units could adversely affect our business, results of operations, financial
condition, and cash flows.
44. We have had negative cash flows from operating, financing and investing activities in the past and may
continue to have negative cash flows in the future.
We have experienced negative cash flows from operating, financing and investing activities during the six months
ended September 30, 2025 and last three Fiscals and we cannot assure you that we will not experience such negative
cash flow from operating activities in the future. The table below sets forth details of our net cash flows from
operating activities for the six months ended September 30, 2025 and Financial Years ended March 31, 2025,
March 31, 2024 and March 31, 2023:
(₹ in million)
Particulars For six months For Fiscal ended For Fiscal ended For Fiscal ended
ended September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
Net cash generated from/ (740.57) 3,830.29 3,377.87 (312.35)
(used in) operating
activities
Net cash used in (471.07) (6,734.35) (2,297.14) (1,199.06)
investing activities
Net cash generated from/ 1,529.78 2,788.21 (951.00) 973.52
(used in) financing
activities
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Cash Flows” on page 572.
Negative cash flows from operating activities in Fiscal 2023 were on account of an increase in the inventory levels
and trade receivables and decrease in the cash flow. Net cash used in financing activities was ₹ 951.00 million in
Fiscal 2024 primarily due to interest paid of ₹ 423.20 million and net repayment of long-term borrowings of ₹
687.35 million, which was partially offset by net proceeds of short-term borrowings of ₹ 372.07 million.
Additionally, net cash used in investing activities was ₹ 6,734.35 million in Fiscal 2025 primarily comprising
purchase for property, plant and equipment and intangible assets of ₹ 980.66 million, payment towards acquisition
of assets ₹ 4,834.61 million, payment towards acquisition of business of ₹ 2,429.80 million and proceed from sale
78of investment of ₹ 20,082.40 million. In Fiscal 2024, the net cash used in investing activities was ₹ 2,297.14 million
primarily comprising net payment for property, plant and equipment of ₹ 944.65 million and net movement in bank
deposits of ₹ 574.26 million and net purchase from investment of ₹ 1,713.34 million and in Fiscal 2023, the net
cash used in investing activities was ₹ 1,199.06 million primarily comprising net purchase from investment of ₹
502.39 million, net payments for property, plant and equipment of ₹ 230.79 million and movement in bank deposits
of ₹ 537.27 million, which was partially offset by interest received of ₹ 63.64 million.
We cannot assure you that our net cash flows will continue to be positive in the future, thereby resulting in an
adverse impact on our ability to meet our working capital expenditure, and repay loans without raising finance
from external resources. If we are not able to generate sufficient cash flows, it may adversely affect our ability to
operate our business, financial condition and growth prospects.
45. We have certain contingent liabilities which, if materialized, may adversely affect our financial condition
should any of these contingent liabilities materialize.
As of September 30, 2025, our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and
Contingent Assets, that have not been provided for in our Restated Consolidated Financial Information, including
as a percentage of were as follows:
(₹ in million)
Particulars As at September 30, 2025
Guarantee other than financial guarantee 25.50
Claims against the group not acknowledged as debts^
- Excise duty 289.41
- Value added tax 5.74
- Goods & services tax 123.84
- Income tax 46.89
- Customs duty 39.86
- Consumer matters 30.53
- Entry tax 692.00
^Including interest and penalty to the extent quantified in the respective orders. All the matters are subject to legal proceedings in the ordinary
course of business. The legal proceedings, when ultimately concluded will not, in the opinion of our management, have a material effect on
results of operations or financial position.
If a significant portion of these liabilities materialize, we may have to fulfil our payment obligations, which could
have an adverse effect on our business, financial condition and results of operations. For further information on
our contingent liabilities, see “Restated Consolidated Financial Information – Note 40 – Contingent Liabilities”
on page 483.
46. We derive a significant portion of our Revenue from Operations from the sale of generic products.
Our Company is engaged in the sale of both generic products and products for which we have obtained and hold
valid patents. The table below sets out the details of the revenue generated from the sale of generic and patented
domestic branded business products by our Company and subsidiary:
(₹ in million)
Particulars For the six months For the financial Year For the Financial Year For the Financial Year
ended September 30, ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
2025
(₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
million) Revenue million) Revenue million) Revenue million) Revenue
from from from from
Operation Operations Operations) Operations)
s) )
Patented products
Company 1,320.58 6.68 1,668.56 6.20 1,360.53 6.10 1,581.10 6.29
Saffire Crop 217.78 1.10 302.70 1.13 148.26 0.66 85.27 0.34
Science
Private
Limited
Generic products
Company 5,647.25 28.55 9,694.10 36.03 8,104.18 36.34 9,028.30 35.92
Saffire Crop 1,683.95 8.51 1,933.72 7.19 1,266.78 5.68 845.19 3.36
Science
79Particulars For the six months For the financial Year For the Financial Year For the Financial Year
ended September 30, ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
2025
(₹ in (% of (₹ in (% of (₹ in (% of (₹ in (% of
million) Revenue million) Revenue million) Revenue million) Revenue
from from from from
Operation Operations Operations) Operations)
s) )
Private
Limited
As a result, our significant investments in research and development and obtaining patents for our products may
not contribute significantly to our growth.
47. Our Promoters will continue to have a significant shareholding in our Company after the Offer and its
interests may differ from those of the other shareholders.
As on the date of this Draft Red Herring Prospectus, our Promoters, Nand Kishore Aggarwal, Ankur Aggarwal,
Komal Aggarwal, and Ankur Aggarwal KNK Family Trust, collectively hold 81.87% of the issued and paid-up
equity share capital of our Company on a fully diluted basis. For further information on their shareholding pre-
Offer and post-Offer, see “Capital Structure” on page 117. Post completion of the Offer, our Promoters will
continue to hold majority of the shareholding in our Company during the lock-in period under the SEBI ICDR
Regulations and will continue to exercise significant influence over our business policies and affairs and all matters
requiring Shareholders’ approval. Our Promoters will continue to exercise influence over all matters requiring
shareholders’ approval, including the composition of our Board of Directors, the adoption of amendments to our
constitutional documents, the approval of mergers, strategic acquisitions or joint ventures or the sales of
substantially all of our assets, and the policies for dividends, investments and capital expenditures. This
concentration of ownership may also delay, defer or even prevent a change in control of our Company and may
make some transactions more difficult or impossible without the support of our Promoters. Further, the Promoters’
shareholding may limit the ability of a third party to acquire control. Any change in control of our Company may
result in a change in the manner in which our management and internal operations are conducted, and we cannot
assure you that such a change will not have an adverse effect on our operations. The interests of the Promoters
could conflict with our interests or the interests of our other shareholders. Any such conflict may adversely affect
our ability to execute our business strategy or to operate our business. Further, the disposal of Equity Shares by
any of our Promoters or the perception that such sales may occur may significantly affect the trading price of the
Equity Shares.For further information in relation to the interests of our Promoters, please see “Our Promoters and
Promoter Group” on page 412.
48. Any variation in the utilization of Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.
We propose to utilise Net Proceeds towards (i) prepayment or repayment of a portion of certain outstanding
borrowings availed by our Company; (ii) investment in its Material Subsidiary namely Saffire Crop Science Private
Limited for repayment/ pre-payment, in full or in part, of all or a portion of certain of its outstanding borrowings;
and (iii) funding inorganic growth through unidentified acquisitions and strategic initiatives and general corporate
purposes. The proposed deployment is based on management estimates of current business needs, past trends,
prevailing market conditions and other assumptions, has not been appraised by any bank, financial institution or
independent agency, and is subject to change due to external factors beyond our control, including competitive,
business and macroeconomic conditions. These estimates may prove inaccurate, and we may require additional
funds to implement the stated objects. Any delay in implementation may result in time and cost overruns, which
could adversely impact our business, financial condition, results of operations and cash flows. Pending utilisation
for the stated objects, we may temporarily deploy the Net Proceeds in deposits with one or more scheduled
commercial banks included in the Second Schedule to the Reserve Bank of India Act, 1934, as approved by our
Board or a duly constituted committee, which may yield limited returns and may be subject to associated risks.
Further, pursuant to Sections 13(8) and 27 of the Companies Act, 2013, any variation in the utilisation of the Net
Proceeds or in the terms of any contract specified in this Draft Red Herring Prospectus requires the approval of
our shareholders by way of a special resolution. We may not be able to obtain such approval in a timely manner,
or at all. Consequently, we may be restricted from reallocating unutilised Net Proceeds or varying contract terms
even if such variation is in our interest, which may limit our ability to respond to changes in our business or
financial condition and may adversely affect our business and results of operations.
8049. Our international operations expose us to complex management, legal and economic risks, and exchange
rate fluctuations, which could adversely affect our business, financial condition and results of operations.
Our international business focuses on the export of our branded formulations and Technicals, primarily to markets
such as including Turkey, UAE, Bangladesh, Nepal, Nigeria, Tanzania, Zimbabwe, South Africa, Egypt and
Indonesia and export of seeds such as Fodder, Maize, Sorghum, Okra, Tomato, Hot Pepper, Gourds, Capsicum,
Marigold and Petunia primarily to Japan, Bangladesh, Nepal, , United States of America and Thailand We generate
certain portion of our revenue from our customers situated outside India. Details of our revenue from customers
outside India for six months ended September 30, 2025 and the last three Fiscals, including as a percentage of
Revenue from Operations are provided below:
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % of Amount % of Amount % of Amount % of
(in ₹ Revenue (in ₹ Revenue (in ₹ Revenue (in ₹ Revenue
million) from million) from million) from million) from
Operations Operations Operations Operations
Revenue 295.99 1.50 462.02 1.72 491.69 2.20 518.38 2.06
attributed to
foreign
countries*
Total 295.99 1.50 462.02 1.72 491.69 2.20 518.38 2.06
*The above amount is exclusive of royalty income and net economic benefits accruing to our Company.
Geopolitical tensions and trade restrictions could impact our ability to conduct business with certain customers
situated outside India. Tariffs, import and export controls, and other trade barriers could increase our costs and
limit our access to key markets.
Further, our operations outside India are subject to risks that are specific to each country and region in which we
operate as well as risks associated with operations outside India in general. Our operations outside India are subject
to other risks and uncertainties, including economic cycle and demand for our products in international markets;
currency rate fluctuations; regional, economic or political uncertainty; changes in the regulatory environment
of such countries; differing accounting standards and interpretations; differing labour regulations; difficulty
in staffing and managing widespread operations; availability and terms of financing; logistical costs
associated with international supply chain; and language barriers which could materially and adversely affect
our business prospects, financial performance and long term growth.
50. Our historical installed capacities and capacity utilization of our facilities included in this Draft Red
Herring Prospectus may be based on certain assumptions and estimated by the Independent Chartered
Engineer and may not be an indication of future production capacity and capacity utilization.
The historical installed capacities and capacity utilization of our Units is based on various factors, including
existing operational needs, availability of raw materials, potential plant utilization levels, downtime resulting from
scheduled maintenance activities, demand of agrochemical formulations due to seasonality or weather conditions,
unscheduled breakdowns, as well as other factors affecting operational efficiencies. However, there can be no
assurance that the entire capacity will be available to us at all times, or that actual production levels and utilisation
rates will bear resemblance or be in line with historical performance. Our future production levels may therefore
vary significantly from the historical data. For details in relation to installed capacity and capacity utilisation at our
facilities during the six months ended September 30, 2025 and the last three Fiscals, see “Our Business” on page
284. Therefore, undue reliance should not be placed on our installed capacities or historical capacity utilization
information for our existing facility included in this Draft Red Herring Prospectus.
51. We track certain operational metrics and non-GAAP measures for our operations. Certain operational
metrics are subject to inherent challenges in measurement in such metrics may adversely affect our
business and reputation.
Certain operational metrics, such as the number of new products (seeds and crop protection products and natural
crop solutions), number of distributors, and state presence, are generated using our internal tools and processes.
These systems have inherent limitations, and our methodologies for tracking such metrics may evolve over time,
potentially resulting in unexpected changes to the metrics we disclose. While these figures are reasonable estimates,
81measuring our platform’s usage across large populations presents challenges, and there may be inaccuracies or
errors in the data we collect or report. Such limitations could affect our understanding of our business and the
effectiveness of our long-term strategies. If our operating metrics are inaccurate, or if investors perceive them as
unreliable, our business, reputation, financial condition, and results of operations could be adversely affected.
Additionally, we include certain non-GAAP financial and operational measures, such as EBITDA, EBITDA
Margin (%), Adjusted EBITDA, Adjusted EBITDA Margin (%), PAT Margin (%), Gross Margin, Gross Margin
(%), Net Debt to Equity, Net Worth, Return on Net Worth (%), Net Asset Value per Equity Share, Return on Equity
(%), Return on Capital Employed (%), Adjusted Return on Capital Employed (%), Net Working Capital Days and
other industry measures in this Draft Red Herring Prospectus. These measures are calculated using our internal
methodologies, which may differ from those used by other companies and are not based on industry-wide
standards. As a result, our non-GAAP and operational metrics may not be comparable to similarly titled measures
presented by other companies. These metrics are intended to supplement our financial statements but should not
be considered in isolation or as alternatives to our financial results. Any errors or limitations in our measurement
tools, or changes in the way we calculate these metrics, may result in inaccurate disclosures and could adversely
impact our business, reputation, and the market price of our shares. Investors are cautioned not to place undue
reliance on such supplemental information when evaluating our business.
52. Our Group Companies and members of our Promoter Group are authorised to engage in and certain
Group Companies and members of Promoter Group currently engage in the same line of business as our
Company.
While our Group Companies and members of our Promoter Group are authorised as per the terms of their respective
memorandum of association, to engage in the same line of business as that of our Company, three of our Group
Companies, i.e., Target Genetics Company Limited, Aviral Crop Science Private Limited and Redson Retail and
Reality Private Limited and some of the members of our Promoter Group, currently engage in the same line of
business as that of our Company. While there exists no conflict of interest with such entities as on date of this Draft
Red Herring Prospectus, we cannot assure you that such conflict of interest may not arise in the future, resulting
in an adverse impact on our business and Revenue from Operations. Our Company will adopt the necessary
procedures and practices, as required under applicable law, to address any situations of conflict of interest, if and
when they arise.
53. Our Promoters and certain of our Directors and key management personnel have interests in us in
addition to their remuneration and reimbursement of expenses, as applicable
Certain of our Promoters and Directors have interest in our Company, other than their remuneration payable in the
ordinary course of business. These interests are on account of the rental income received by them from our
Company. Our Company has entered into agreements with certain of our Individual Promoters and entities forming
part of the Promoter Group, where our Promoters are interested in the rent derived from such leased premises. For
instance, our Company has entered into a lease agreement dated May 1, 2025, with Redson Retail and Reality
Private Limited, where our one of our Individual Promoter, Ankur Aggarwal is a shareholder. Pursuant to such
agreement, our Company has taken the premise of our Corporate Office on lease for a term of 11 months with
effect from May 1, 2025 and pays a monthly rent of ₹ 2.99 million to Redson Retail and Reality Private Limited.
For details of amounts paid by our Company in the six months ended September 30, 2025 and for Financial Years
2025, 2024 and 2023 to our Promoters and the members of the Promoter Group pursuant to the above mentioned
agreements, see “Other Financial Information – Related Party Transactions” and Our Promoters and Promoter
Group – Interests of our Promoters” on pages 529 and 414.
54. This Draft Red Herring Prospectus contains information from the F&S Report, which has been
exclusively commissioned and paid for by our Company solely for the purposes of the Offer.
This Draft Red Herring Prospectus includes information derived from third-party industry sources, including the
F&S Report, exclusively commissioned and paid for by our Company, pursuant to an engagement with our
Company. All such information in this Draft Red Herring Prospectus indicates third-party industry sources, with
the F&S Report as its source. We commissioned the F&S Report for the purpose of providing insights into industry
and market data relating to us and our competitors. Moreover, the industry sources referred to in this Draft Red
Herring Prospectus, being the F&S Report, contain certain industry and market data based on certain assumptions.
Such assumptions may change based on various factors. Further, F&S Report uses certain methodologies for
market sizing and forecasting. There are no standard data gathering methodologies in the customer experience
sector, and methodologies and assumptions vary widely among different industry sources. Industry sources and
82publications are prepared based on information as at 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. Further, the F&S Report is not a recommendation to invest in any
company covered in the F&S Report. Accordingly, investors should read the industry-related disclosure in this
Draft Red Herring Prospectus in this context and should not base their investment decision solely on the
information in the F&S Report. For the disclaimer associated with the F&S Report, see “Certain Conventions,
Use of Financial Information and Market Data and Currency of Presentation –Industry and Market Data” on
page 37.
55. Our Company has unsecured loans which are repayable on demand. Any demand from lenders for
repayment of such unsecured loans may adversely affect our cash flows.
As of September 30, 2025, our Company has outstanding unsecured loans amounting to ₹ 1,000.00 million from
HDFC Bank Limited and The Hongkong & Shanghai Banking Corporation which are repayable within 180 days,
and may in the future continue to avail unsecured borrowings (such as loans from financial institution), which may
be recalled at any time, with or without the existence of an event of default, on short or no notice. Such recalls on
borrowed amounts may be contingent upon happening of an event beyond our control and there can be no assurance
that our Company will be able to persuade the lenders to give us extensions or to refrain from exercising such
recalls, which may adversely affect our results of operations and cash flows.
56. The information included in this Draft Red Herring Prospectus in relation to our peers may not be
comparable and it may be difficult to benchmark and evaluate our financial performance against other
operators who operate in the same industry as us.
Without directly comparable industry benchmarks, investors may have to rely on their own examination solely on
our internal metrics and KPIs, which may not provide a comprehensive understanding of our performance for the
purposes of investment in this Offer. Our competitive position may differ from the presentation in this Draft Red
Herring Prospectus and any valuation exercise undertaken for the purposes of the Offer by our Company, in
consultation with the BRLM, may not be based on a benchmark with our listed industry peers in India. The relevant
parameters based on which the Price Band would be determined shall be disclosed in the advertisement that would
be issued for publication of the Price Band. Lack of comparability may result in significant fluctuations in the
market price of our Equity Shares in response to various factors, including variations in our operating
results, market conditions specific to the agricultural input industry, economic developments in India and globally,
strategic developments by our Company and its Subsidiary or the identified global peer, variations in the growth
rate of financial indicators, variations in revenue or earnings estimates by research publications and changes in
economic, legal and other regulatory factors.
57. Any downgrade of our credit ratings could restrict our ability to raise capital on favourable terms in the
future, potentially increasing our borrowing costs and affecting our growth strategy.
The cost and availability of capital depends in part on our short-term and long-term credit ratings. Credit ratings
reflect the opinions of rating agencies on our financial strength, operating performance, strategic position, and
ability to meet our obligations. Our Company’s credit ratings as of relevant dates indicated are provided below:
Particulars As of the date As of September As of March 31, As of March 31, As of March 31,
of this Draft 30, 2025 2025 2024 2023
Red Herring
Prospectus
Long term rating CRISIL CRISIL A+/Stable CRISIL A/Stable CRISIL A/Stable CRISIL A/Stable
A+/Stable
Short term rating CRISIL A1 CRISIL A1 CRISIL A1 CRISIL A1 CRISIL A1
There can be no assurance that any downgrade in our credit ratings may not occur, and as a result, 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. This may adversely affect
our profitability and future growth. Further, there can be no assurance that these ratings obtained by our Company
will not be further revised or changed by the above-mentioned rating agencies, which may materially and adversely
affect our business, financial condition, results of operations, and cash flows.
8358. Resistance from farmers to crop protection chemicals and the inappropriate application of our products
from farmers may adversely affect our business, financial condition and results of operations.
Farmers are required to be educated with the latest information on crop management, such as the right kind of
product, its dosage and quantity and the frequency of its application, in order to apply our products, appropriately
and effectively. Although majority of our packaging contains information about the optimum dosage and usage
method, lack of education and awareness among farmers may lead to inappropriate application of our products,
which could result in crop damage, and other serious consequences. There can be no assurance that incidents
involving inappropriate use of our products will not occur in the future, or that farmers will be adequately educated
on the safe use of our products. Any inappropriate application of our products could result in a potential consumer
dispute and adversely affect our brand image, prospects, business, financial condition and results of operations.
59. Our inability to effectively manage our growth or implement our growth strategies may have an adverse
effect on our business, results of operations, financial condition and cash flows.
The table below sets out the growth in our revenue from operations during the financial periods indicated therein.
Particulars As of and for six As of and for Fiscal As of and for Fiscal As of and for Fiscal
months ended ended March 31, ended March 31, ended March 31,
September 30, 2025 2025 2024 2023
Revenue from 19,780.45 26,905.10 22,299.27 25,132.98
Operations* (in ₹
million)
Revenue from NA 20.65 (11.27) 12.17
Operations growth (%)
*Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down
subsidiaries) in the six months period ended September 30, 2025 and in Financial Years 2025, 2024 and 2023. The revenue contribution from
these entities for the six months ended September 30, 2025 and for the Financial Years 2025, 2024 and 2023 amounted to Nil, ₹5.14 million,
₹374.28 million and ₹ 1,457.35 million, respectively. For further details, see, “Management Discussion and Analysis of Financial Condition
and Results of Operations – Significant Factors Affecting our Results of Operations – Revenue Growth and Financial Performance” on
page 535.
Our growth plans contemplate (i) enhancing our R&D capabilities to focus on portfolio innovation and proprietary
product development and to invest in new registrations; (ii) build strong, sustainable business including by way of
investment in technology and expanding our branded business; (iii) continue to undertake collaborations for new
product development; (iv) enhance our manufacturing capabilities for crop protection products and plant nutrition
solutions through backward integration, (v) continue to pursue our strategy for inorganic growth. For further
information, see “Our Business – Our Strategies” on page 313.
We cannot assure you that these strategies will succeed, that we will continue to expand, or that any growth will
occur at the same pace. Effective execution will depend on our ability to timely implement and enhance operational,
financial, and management systems, and to expand, train, motivate, and manage our personnel. There can be no
assurance that our people, systems, procedures, and controls will be adequate to support future growth. If we fail
to manage expansion effectively, costs may increase and profitability may decline, which could adversely affect
our growth prospects. Our inability to manage our business and implement our growth strategy could have a
material adverse effect on our business, results of operations, financial condition, and cash flows.
60. Our ability to pay dividends in the future will depend on our earnings, financial condition, working
capital requirements, capital expenditures and restrictive covenants of our financing arrangements.
Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working
capital requirements, capital expenditure and restrictive covenants in our financing arrangements. Our Company
has declared and paid dividends the last three Fiscals preceding the date of this Draft Red Herring Prospectus.
However, dividend declared for six months ended September 30, 2025, was paid by our Company on November
14, 2025. Any future determination as to the declaration and payment of dividends will be at the discretion of our
Board and will depend on factors that our Board deems relevant, including among others, our future earnings,
financial condition, cash requirements, business prospects and any other financing arrangements. We may decide
to retain all of our earnings to finance the development and expansion of our business and, therefore, may not
declare dividends on our Equity Shares. There can be no assurance that we will be able to pay dividends in the
future. For details, see “Dividend Policy” on page 418.
8461. Grants of stock options under our employee stock option schemes may result in a charge to our profit
and loss account and, to that extent, affect our financial condition.
Our Company may, in the future, continue to issue Equity Shares, including under our ESOP Schemes, at prices
that may be lower than the Offer Price, subject to compliance with applicable law. Grants of stock options result
in a charge to our statement of profit and loss and affect our financial condition. Any issuances of Equity Shares
by our Company, including through exercise of employee stock options pursuant to the ESOP Schemes or any
stock option schemes that we may implement in the future, may dilute your shareholding in the Company, thereby
adversely affecting the trading price of the Equity Shares.
62. If we inadvertently infringe on the intellectual property rights of others, our business and results of
operations may be adversely affected.
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. Further, as
part of our growth strategy, we acquire business, brands and entities to expand our portfolio and market presence.
These acquired brands, business and entities may have existing or potential intellectual property infringement
claims against them, or they may have been infringing on the intellectual property rights of third parties. This may
force us to alter our technologies, obtain licences or cease some of our operations. We may also be susceptible to
claims from third parties asserting infringement and other related claims. If claims or actions are asserted against
us, we may be subject to costly litigation or may be required to obtain a licence, modify our existing
products/procedures/technology or cease the use of such technology/procedures/products, which can be extremely
costly. Further, necessary licences in relation to such intellectual property 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. Any of the foregoing could adversely affect our business, results
of operations and financial condition. An inadvertent breach or any misuse of intellectual property or proprietary
data by any of our employees or sub-contractors may expose us to expensive infringement claims and may diminish
our goodwill and reputation, making it difficult for us to operate our business and compete effectively. We cannot
assure you that such instances will not occur in the future.
63. Failures in internal control systems could cause operational errors which may have an adverse effect on
our reputation, business, results of operations, financial condition and cash flows.
We are responsible for establishing and maintaining adequate internal control 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 instances of failure to maintain effective internal controls and compliance systems in the six months
ended September 30, 2025 and last three Fiscals. 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. As risks evolve and develop, internal controls must be
reviewed on an ongoing basis. Maintaining such internal controls requires diligence and compliance and is
therefore subject to lapses in judgment and failures that result from human error. Any lapses in judgment or failures
that result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor
confidence and a decline in the price of our Equity Shares.
64. We may be unable to enforce our rights under agreements with third parties due to inadequate stamping
or non-registration of such agreements.
We regularly enter into agreements with third parties, including agreements in relation to lease of our properties,
marketing of our products, and logistics. The terms, tenure and the nature of the agreements vary depending on,
amongst other things, the subject matter of the agreement and the third party involved. Although we duly execute
our documents, some of the agreements executed by us may be inadequately stamped or unregistered. For example,
certain of the lease agreements in relation to our properties are unregistered. While such agreements may be
enforceable in accordance with the dispute resolution mechanism set out in such agreements, any inadequately
stamped or unregistered documents may not be admissible as evidence in a court of law until the applicable stamp
duty, with penalty, has been paid and registered, which could affect our ability to enforce our rights under the
agreements in a timely manner or without incurring any additional costs.
8565. The prices of cotton seeds are subject to government price controls.
Prices of cotton seeds are subject to government-imposed controls and regulation. We are required to comply with
pricing frameworks under the Essential Commodities Act, 1955, the Seeds Act, 1966 and the Cotton Seeds Price
(Control) Order, 2015. The Essential Commodities Act, 1955 further empowers the government to regulate the
supply, distribution and trade of certain notified commodities, including cotton. Pursuant to government
notifications dated March 30, 2021, March 15, 2022, March 24, 2023 and March 7, 2024, the maximum retail price
per 475‑gram packet of cotton seeds was ₹767, ₹810, ₹853 and ₹864, respectively. Variations in state-level pricing
and enforcement could incentivize customers to source seeds from jurisdictions with lower prices, potentially
compelling us to reduce our prices in higher-priced states. Such dynamics may disrupt our cotton seed pricing
strategy and overall growth plans and adversely impact our revenues and profit margins.
There is no assurance that these price controls will be withdrawn, or that pricing for our cotton seeds will become
market-driven in the foreseeable future. Additionally, we may be unable to set prices for our other products at
levels sufficient to achieve an adequate return on investment. These constraints could materially and adversely
affect our business, financial condition, cash flows, results of operations and prospects.
66. We are required to comply with certain data protection norms, and any non-compliance or violation of
these norms may adversely affect our financial condition and cash flows.
We deploy multiple digital products across our operations, including customer engagement platforms such as Safal
Fasal – used to record retail and farmer interaction, Crystal Saathi – provides crop/usage guidance and certain
others for our agro-chemical business and Sow Together Grow Together – provides end to end product authenticity
and visibility for our seeds business. As a result, we are subject to data privacy and data protection laws, rules and
regulations in India and in the international jurisdictions where we operate. Compliance with these regimes may
limit certain business activities, necessitate additional expenditures, and require significant management attention
and resources. Existing data privacy regulations restrict the collection, use and sharing of personally identifiable
information and may constrain our ability to engage third‑party service providers in connection with personal data
processing.
Several of these laws are relatively new and their interpretation and application continue to evolve, creating
uncertainty for implementation. For example, the Government of India has enacted the Digital Personal Data
Protection Act, 2023, which has been amended recently, which prescribes organizational and technical measures
for processing personal data, establishes norms governing cross‑border data transfers, and imposes accountability
obligations on entities processing personal data. The Act requires companies that handle high volumes of personal
data to comply with additional requirements, including appointing a data protection officer for grievance redressal
and engaging a data auditor to assess compliance.
We may incur increased compliance costs and other burdens in aligning our systems, processes and governance
to these new requirements, which could also require substantial management time and resources. Any inability to
comply with applicable data privacy laws, rules and regulations, or delays in implementing required measures,
could adversely affect our business, results of operations, cash flows and prospects.
67. We are susceptible to risks relating to unionization of the employees employed by us.
Our manufacturing operations and a trade presence are in India. India has stringent labour legislations that protect
the interests of workers, which includes legislation that sets forth detailed procedures for the establishment of
labour unions, dispute resolution and employee removal and legislation that imposes certain financial obligations
on employers upon retrenchment of employees.
We cannot assure that our employees will not unionize or attempt to unionize in the future or seek to enhance
employee benefits, and higher salaries. While our employees and staff members are not unionized and there have
not been any instances of employee disputes, unrest, strikes, lockouts or work stoppages, any strikes, lockouts or
work-stoppages during the six months ended September 30, 2025 and Fiscals ended March 31, 2025, March 31,
2024 and March 31, 2023, if such instances take place in the future, it could adversely affect our business, results
of operations, financial condition and cash flows. Compliance with labour laws and the negotiation of collective
agreements might result in increased financial commitments, affecting our employee costs. We are also subject to
laws and regulations governing aspects of our relationship with our employees, encompassing minimum wages,
working hours, working conditions, hiring and termination practices, and work permit authorization. See also “Key
Regulations and Policies in India” on page 343. Employee misconduct could also involve the improper use or
86disclosure of confidential information, sexual harassment and other offenses, which could result in regulatory
sanctions and serious reputational or financial harm for us. If not resolved in a timely manner, these risks could
limit our ability to provide our products to our customers, cause customers to limit their use of our products or
result in an increase in our cost of employee benefits and other expenses. If any of these risks materialize, our
business, results of operations and financial condition could be affected.
EXTERNAL RISK FACTORS
Risks Relating to India
68. Political, economic or other factors that are beyond our control may have an adverse effect on our
business and results of operations.
The Indian economy and its securities markets are affected by economic developments and fluctuations in the
securities markets of other countries. Investors' responses to events in one country may negatively impact the
market prices of securities of companies situated in other countries, including India. Adverse developments in
economics, such as escalated fiscal or trade deficits in other emerging market nations, may undermine investor
confidence and induce heightened volatility in Indian securities markets, thereby indirectly impacting the Indian
economy in its entirety. Any of these circumstances could hinder economic activity and limit our access to cash,
potentially adversely affecting our business, financial situation, operational results, and diminishing the value of
our Equity Shares. Any financial interruption may negatively impact our business, future financial performance,
shareholders' equity, and the value of our Equity Shares.
We are dependent upon the economic and market conditions of the domestic, regional, and global markets. The
performance, growth, and market valuation of our Equity Shares are significantly contingent upon the economic
conditions of our operating environment. India has seen phases of economic growth deceleration. The demand for
our products may be negatively impacted by an economic recession in domestic, regional, and global markets.
The economic growth of the countries in which we operate is influenced by several factors, including domestic
consumption and savings, balance of trade fluctuations—specifically export demand and key import variations—
global economic uncertainty and liquidity crises, volatility in exchange rates, and annual rainfall impacting
agricultural output. Therefore, any prospective deceleration in the Indian economy may adversely affect our
business, operational outcomes, and financial status. A governmental shift or alterations in economic and
deregulation policies could negatively impact the economic conditions in our operational regions and specifically
our business. Additionally, elevated inflation rates in India may escalate our costs without a corresponding rise in
revenues, thereby diminishing our operating margins.
69. Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events
could materially and adversely affect our business.
Natural disasters (including typhoons, flooding, and earthquakes), epidemics, pandemics such as COVID-19, acts
of war, terrorist attacks, and other uncontrollable events may precipitate economic instability, both in India and
globally, which could materially and adversely impact our business, financial condition, and operational results.
Our operations may be adversely affected by fires, natural catastrophes, and/or extreme weather, potentially
causing damage to our property or inventory, diminishing our productivity, and necessitating the evacuation of
workers and suspension of operations. Terrorist attacks, civil unrest, and other detrimental social, economic, and
political occurrences in India or in countries to which we sell our products could adversely impact us. Such
occurrences may foster a heightened perception that investing in Indian companies entails more risk, potentially
adversely impacting our company and the value of the Equity Shares. Several Asian countries, including India,
along with nations in other regions, are vulnerable to infectious diseases and have reported confirmed cases of
highly pathogenic strains such as H7N9, H5N1, and H1N1 in avian and porcine populations, as well as the
COVID-19 virus recently. An escalation of the ongoing COVID-19 pandemic or future outbreaks of the COVID-
19 virus or a comparable infectious disease might negatively impact the Indian economy and regional economic
activities. Consequently, any current or forthcoming epidemic of a dangerous disease may significantly negatively
impact our company and the trading price of the Equity Shares.
8770. Any adverse development, slowdown in Indian economy, political or any other factors beyond our control
may have an adverse impact on our business, results of operations, cash flows and financial condition.
Our operations are contingent upon the prevailing economic conditions in India, and our performance is affected
by variables affecting the Indian economy and the economies of the regional markets in which we operate. A
deceleration or perceived deceleration in the Indian economy, or in particular sectors thereof, may negatively
impact our company, operational results, cash flows, financial condition, and the valuation of our Equity Shares.
Further, economic developments globally can have a significant impact on India. For instance, the global economy
has been negatively impacted by the conflict between Russia and Ukraine, Israel and Gaza, Israel and Iran, Israel
and Sudan, USA and Iran. The conflict could negatively impact regional and global financial markets and
economic conditions, and result in global economic uncertainty and increased costs of various commodities, raw
materials, energy and transportation. In addition, recent increases in inflation and interest rates globally, including
in India, could adversely affect the Indian economy. Further, any adverse geopolitical conditions such as increased
tensions between India and China could adversely affect our business and operations. In the US, a range of tariff
measures were announced in 2025, and ongoing changes to these tariffs and international responses have resulted
in significant volatility in financial markets and economic uncertainty. For example, in August 2025, the US
announced 50% tariffs on Indian imports. These tariffs could also increase costs for entities in the US and other
countries, including our major clients, and further disrupt supply chains, adversely affecting their revenue and
profit margins. Such events may lead to countries imposing restrictions on the import or export of products or raw
materials, among others, and affect our ability to procure raw materials required for our manufacturing operations.
We could also be affected by the introduction of import tariffs in India, or in the countries to which we export our
products, or changes in trade agreements between countries.
71. A downgrade in India's sovereign debt ratings, may affect the trading price of the Equity Shares.
India's sovereign debt rating could be downgraded due to several factors. Our borrowing costs and our access to
the debt capital markets depend significantly on the sovereign credit ratings of India, which are set out below:
Rating Agency Rating Outlook
Moody's Ratings Baa3 Stable
Fitch Ratings BBB- Stable
Morningstar DBRS BBB Stable
S&P Global Ratings BBB- Positive
Any further adverse revisions to India's credit ratings for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional financing. A downgrading of India's credit ratings
may occur, for example, upon a change of government tax or fiscal policy, which are 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.
72. Fluctuations in interest rates could adversely affect our results of operations.
We are subject to interest rate risk arising from fluctuations in the rates applicable to our borrowings, including
those denominated in Indian Rupees. As of September 30, 2025, our outstanding interest-bearing borrowings
aggregated to ₹ 12,052.37 million, as per our Restated Consolidated Financial Information. We have not entered
into any hedging arrangements to mitigate exposure to such interest rate volatility. Any upward movement in
interest rates may increase our finance costs, thereby impairing our ability to compete effectively with peers that
have comparatively lower levels of indebtedness. Consequently, our business, financial condition, cash flows, and
results of operations may be adversely impacted. Furthermore, there can be no assurance that prevailing stress in
global credit markets will not adversely influence the cost or terms of our existing borrowings or constrain our
ability to secure additional credit facilities or access capital markets on favourable terms.
73. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Recent financial
upheaval in Asia, Russia, and other regions have negatively impacted the Indian economy. Financial instability in
several regions globally may exert a detrimental impact on the Indian economy. Financial disruptions may
significantly and negatively impact our business, prospects, financial status, operational results, and cash flows.
88Moreover, global economic trends might substantially affect our primary markets, such as concerns of a trade war
among major economies may heighten risk aversion and volatility in global capital markets, thereby affecting the
Indian economy.
In addition, China is one of India's major trading partners, and there are rising concerns of a possible slowdown
in the Chinese economy, coupled with strained bilateral relationship, which could have an adverse impact on the
trade relations between the two countries. In response to such developments, legislators and financial regulators
in the United States and other jurisdictions, including India, implemented a number of policy measures designed
to add stability to the financial markets. The long-term impact of these and other legislative and regulatory
initiatives on global financial markets is unpredictable, and they may fail to achieve the desired stabilising effects.
These developments, or the belief that they may transpire, have had and may persist in having a substantial
detrimental impact on global economic conditions and the stability of international financial markets, potentially
diminishing global market liquidity, constraining the operational capacity of key market participants in specific
financial markets, or limiting our access to capital. This could have a material adverse effect on our business,
financial condition and results of operations and reduce the price of the Equity Shares.
74. Compliance with provisions of the Foreign Account Tax Compliance Act may affect payments on the
Equity Shares.
The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a reporting regime and potentially,
imposes a 30% withholding tax on certain "foreign passthrough payments" made by certain non-U.S. financial
institutions (including intermediaries).
If payments on the Equity Shares are made by such non-U.S. financial institutions (including intermediaries), this
withholding may be imposed on such payments if made to any non-U.S. financial institution (including an
intermediary) that is not otherwise exempt from FATCA or other holders who do not provide sufficient identifying
information to the payer, to the extent such payments are considered “foreign passthrough payments”. Under
current guidance, the term “foreign passthrough payments” is not defined and it is therefore not clear whether and
to what extent payments on the Equity Shares would be considered “foreign passthrough payments”. The United
States has entered into intergovernmental agreements with many jurisdictions (including India) that modify the
FATCA withholding regime described above. It is not yet clear how the intergovernmental agreements between
the United States and these jurisdictions will address “foreign passthrough payments” and whether such
agreements will require us or other financial institutions to withhold or report on payments on the Equity Shares
to the extent they are treated as “foreign passthrough payments”. Prospective investors should consult their tax
advisors regarding the consequences of FATCA, or any intergovernmental agreement or non-U.S. legislation
implementing FATCA, on their investment in Equity Shares.
75. Changing laws, rules and regulations and legal uncertainties, including adverse application of laws
governing retail operations and the operations of our Units, corporate and tax laws, could adversely affect
our business, prospects and results of operations. Investors can be subject to Indian taxes arising out of
capital gains on the sale of the Equity Shares or dividend paid thereon.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, could adversely affect our business, prospects and results of operations,
to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and
policy.
Further, any future amendments may affect our tax benefits, such as exemptions for income earned by way of
dividends from investments in other domestic companies and units of mutual funds, exemptions for interest
received in respect of tax-free bonds, and long-term capital gains on equity shares. Changes in capital gains tax
or tax on capital market transactions or the sale of shares could affect investor returns. As a result, any such
changes or interpretations could negatively affect investor returns and have an adverse effect on our business and
financial performance. For instance, the Government of India has announced the union budget for the Financial
Year 2026 (the “Budget”), pursuant to which the Finance Act, 2025 has amended the Income-tax Act, 1961,
including the capital gains tax rates with effect from the date of announcement of the Budget. There is uncertainty
in regards to the impact of the Finance Act, 2026 and Income Tax Bill (once enacted), on tax laws or other
regulations, which may adversely affect our business, financial condition, results of operations or on the industry
in which we operate. Investors are advised to consult their own tax advisors and to carefully consider the potential
tax consequences of owning Equity Shares. We cannot predict whether any new tax laws or regulations impacting
89our services will be enacted, what the nature and impact of the specific terms of any such laws or regulations will
be or whether, if at all, any laws or regulations would have an adverse effect on our business.
The DPDP Act provides for personal data protection and privacy of individuals, regulates cross border data
transfer, and provides several exemptions for personal data processing by the Government. It also provides for the
establishment of a Data Protection Board of India for taking remedial actions and imposing penalties for breach
of the provisions of the DPDP Act. It imposes restrictions and obligations on data fiduciaries, resulting from
dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under
the DPDP Act.
Additionally, the Government of India has introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the
Code on Social Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working
Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 (collectively, the “Labour Codes”) which
consolidate, subsume and replace numerous existing central labour legislations., which have been made effective
from November 21, 2025. While the rules for implementation under these codes have not been notified in its
entirety, as an immediate consequence, the coming into force of these codes could increase the financial burden
on our Company, which may adversely impact our profitability. For example, the Social Security Code aims to
provide uniformity in providing social security benefits to the employees, which was earlier segregated under
different acts and had different applicability and coverage. Furthermore, the Wages Code limits the amounts that
may be excluded from being accounted toward employment benefits (such as gratuity and maternity benefits) to
a maximum of 50.00% of the wages payable to employees. The Parliament of India has passed the Bharatiya
Nyaya Sanhita, 2023, the Bharatiya Nagarik Suraksha Sanhita, 2023 and the Bharatiya Sakshya Adhiniyam, 2023,
which have repealed the Indian Penal Code, 1860, the Code of Criminal Procedure, 1973 and the Indian Evidence
Act, 1872, respectively, with effect from July 1, 2024. The effect of the provisions of these on us and the litigations
involving us cannot be predicted with certainty at this stage. The implementation of such laws has the ability to
increase our labour costs, thereby adversely impacting our results of operations, cash flows, business and financial
performance. We have 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.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA and the rules thereunder. Under foreign exchange regulations currently in
force in India, the transfer of shares between non-residents and residents are freely permitted (subject to
compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in
compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to
above, then a prior regulatory approval will be required. Further, unless specifically restricted, foreign investment
is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the
concerned ministries/departments are responsible for granting approval for foreign investment. Additionally,
shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate
that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax
authorities.
Further, our Company is also subject to certain conditions and restrictions under the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 (NDI Rules) and the Consolidated FDI Policy, 2020 (FDI
Policy) issued by the Department for Promotion of Industry and Internal Trade ("DPIIT"). As per the NDI Rules
and the FDI Policy, foreign direct investment (FDI) up to 100% is permitted under the automatic route, subject to
specified conditions. While we believe that we are in compliance with the applicable conditions and restrictions,
there can be no assurance that the relevant authorities will not raise any objections or seek clarifications on our
compliance with the conditions in the future, or that the conditions will not be amended or modified in a manner
that may adversely affect our business, operations, financial condition or prospects.
Adverse amendments to, or interpretations of, existing laws and regulations, or the enactment of new statutory or
regulatory provisions, particularly those relating to foreign investment and stamp duty governing our business and
operations, could result in our being regarded as non-compliant and may necessitate the procurement of additional
approvals. Uncertainty surrounding the applicability, interpretation, or enforcement of any such changes,
particularly in the absence of, or with only a limited body of, administrative or judicial precedent, could be both
time-consuming and costly to resolve. Such uncertainty may undermine the viability of our current operations or
impede our ability to pursue future growth. Moreover, we cannot predict whether new tax laws or other regulations
90that affect our business will be introduced, nor can we anticipate the scope or impact of such measures. Any such
enactments or changes could materially and adversely affect our business, prospects, and results of operations.
76. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act, 2002 (“Competition Act”) could adversely affect our business and activities.
The Competition Act prohibits any anti-competition agreement or arrangement, understanding or action in concert
between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect
on competition in India. 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 of
provision of services, shares the market or source of production or provision of services in any manner by way of
allocation of geographical area, type of goods or services or number of consumers in the relevant market or in any
other similar way or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an
appreciable adverse effect on competition. The Competition Act also prohibits abuse of a dominant position by
any enterprise. The combination regulation (merger control) provisions under the Competition Act require
acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset
and turnover based thresholds to be mandatorily notified to, and pre-approved by, the Competition Commission
of India. Any breach of the provisions of the Competition Act may attract substantial monetary penalties. With
effect from April 11, 2023, the Government of India has enacted the Competition (Amendment) Act, 2023.
Pursuant to the Competition Amendment Act, several amendments have been made to the Competition Act,
including introduction of deal value thresholds for assessing whether a merger or acquisition qualifies as a
“combination”, expedited merger review timelines, codification of the lowest standard of "control" and enhanced
penalties for providing false information or a failure to provide material information.
The Competition Act aims to, among other things, prohibit all agreements and transactions, which may have an
appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview
of the Competition Act. Further, the Competition Commission of India has extra-territorial powers and can
investigate any agreements, abusive conduct or combination occurring outside of India if such agreement, conduct
or combination has an appreciable adverse effect in India. The applicability or interpretation of the Competition
Act to any merger, amalgamation or acquisition proposed by us, or any enforcement proceedings initiated by the
Competition Commission of India in future, or any adverse publicity that may be generated due to scrutiny or
prosecution by the Competition Commission of India may affect our business, cash flows, results of operations,
and prospects.
Further, we also face increased competition from direct access of the Chinese manufacturers to the Indian
customers in the business verticals in which we operate, leading to excessive local supply and intensified price
competition, which might lead to lower profit margins and have an adverse impact on our business and revenue
from operations.
77. If inflation were to rise in India, we might not be able to increase the prices of our products at a
proportional rate in order to pass costs on to our clients thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs 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 and financial condition. In particular, we might not be able to reduce our costs or increase the price of
our products to pass the increase in costs on to our clients. In such case, our business, results of operations, cash
flows and financial condition may be adversely affected.
Further, in case of high inflation, the Reserve Bank of India may increase the repurchase crate which in turn would
lead to higher interest rates and the same can lead to a slowdown in the economy and adversely impact credit
growth. If we are unable to increase our revenues sufficiently to offset our increased costs due to inflation, it could
have an adverse effect on our business, prospects, financial condition, results of operations and cash flows. While
we have not experienced any past instances of inflations having a material impact on our business in the six months
ended September 30, 2025 and last three Financial Years, there is no assurance that such incident will not occur
in the future.
9178. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors' fiduciary duties and liabilities, and shareholders'
rights may differ from those that would apply to a company in another jurisdiction. Shareholders' rights including
in relation to class actions, under Indian law may not be as extensive as shareholders' rights under the laws of
other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholders in an
Indian company than as shareholders of a corporation in another jurisdiction.
79. A third party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian law.
For a listed Indian entity, there are provisions under Indian laws that may delay, deter or prevent a future takeover
or change in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person
who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether
individually or acting in concert with others. In case such acquirer, whether individually or acting in concert with
others, within a financial year acquires 25.00% or more shareholding of a public listed company, or acquires
5.00% additional shareholding in case he already holds more than 25.00% shareholding of a public listed
company, or acquires control over a public listed company, then an open offer requires the acquirer to make a
public announcement to acquire at least 26.00% of the company's shares from public shareholders at a fair price,
providing an exit opportunity for minority shareholders. The process involves a public announcement, a detailed
public statement, and a letter of offer, with funds secured in an escrow account. Consequently, even if a potential
takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or
would otherwise be beneficial to our shareholders, such a takeover may not be attempted or consummated because
of the compliance requirements under the Takeover Regulations.
80. Investors may have difficulty enforcing foreign judgements against our Company or our management.
Our Company is incorporated under the laws of India. A majority of our Company's Directors and officers are
residents of India, and a substantial portion of our assets, and such persons are located in India. Consequently, our
business, results of operations, financial condition and the market price of the Equity Shares will be affected by
changes in interest rates in India, policies of the Government of India, including taxation policies, along with
policies relating to industry, political, social and economic developments affecting India.
Moreover, investors may find it challenging to serve process on our Company or individuals in jurisdictions
beyond India, or to enforce judgements against such parties outside India. Moreover, it is improbable that an
Indian court would uphold foreign judgements if it deems the awarded damages exorbitant or misaligned with
national purpose, or if the judgements contravene Indian law. A party attempting to enforce a foreign judgement
in India must have consent from the RBI to execute the judgement or repatriate any recovered amounts outside
India.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code
of Civil Procedure, 1908. India has reciprocal recognition and enforcement of judgments in civil and commercial
matters with only a limited number of jurisdictions, such as the United Kingdom, Singapore and Hong Kong. In
order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements established
in the Indian Code of Civil Procedure, 1908. The Code of Civil Procedure, 1908 only permits the enforcement
and execution of monetary decrees in the reciprocating jurisdiction, not being in the nature of any amounts payable
in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have
reciprocal recognition with India, including the United States, cannot be enforced by proceedings in execution in
India. Therefore, a final judgment for the payment of money rendered by any court in a non-reciprocating territory
for civil liability, whether or not predicated solely upon the general laws of the non-reciprocating territory, would
not be directly enforceable in India. The party in whose favour a final foreign judgment in a non-reciprocating
territory is rendered may bring a fresh suit in a competent court in India based on the final judgment within three
years of obtaining such final judgment. However, it is unlikely that a court in India would award damages on the
same basis as a foreign court if an action were brought in India or that an Indian court would enforce foreign
judgments if it viewed the amount of damages as excessive or inconsistent with the public policy in India.
9281. Political instability or changes in economic liberalisation and deregulation policies could significantly
jeopardise business and economic circumstances in India as a whole and our businesses specifically.
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. The rate of economic liberalisation could change, and specific laws and
policies affecting the agrochemical sector, foreign investment and other matters affecting investment in our
securities could change as well. Any significant change in such liberalisation and deregulation policies could
adversely affect business and economic conditions in India, and our business, prospects, financial condition and
results of operations, in particular.
82. Our funding requirements and proposed deployment of the Net Proceeds of the Offer have not been
appraised by a bank or a financial institution or any external agency and if there are any delays or cost
overruns, our business, results of operations, financial condition, and cash flows could be adversely
affected. Further, any variation in the trading volume and market price of the Equity Shares may be
volatile following the Offer utilization of our Net Proceeds as disclosed in this Draft Red Herring
Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.
We intend to use the Net Proceeds for the purposes described in “Objects of the Offer” on page 149. The objects
of the Offer have not been appraised by any bank or financial institution or any external agency. While a
Monitoring Agency will be appointed for monitoring the utilization of the Gross Proceeds (including in relation
to the utilisation towards the general corporate purposes) the proposed utilization of the Gross Proceeds is based
on current business plan, internal management estimates, prevailing market conditions and other commercial and
technical factors, and quotations obtained from certain vendors, which are subject to change in future. Based on
the competitive nature of our industry, we may have to revise our business plan and/or management estimates
from time to time and consequently our funding requirements may also change. Our internal management
estimates may exceed fair market value which may require us to reschedule or reallocate our capital expenditure
and may have an adverse effect on our business, results of operations, financial condition, and cash flow. Any
variation in the utilization of the Net Proceeds shall be on account of a variety of factors such as our financial
condition, business and strategy and external factors such as market conditions and competitive environment,
which may not be within the control of our management, and may be subject to other approvals, which includes,
amongst others obtaining prior approval of the Shareholders of our Company.
Our Company, in accordance with the policies established by the Board from time to time, will have flexibility to
deploy the Net Proceeds. Further, pending utilization of the Net Proceeds towards the objects of the Offer, we will
have to temporarily deposit the Net Proceeds with one or more scheduled commercial banks listed in the Second
Schedule of Reserve Bank of India Act, 1934, in a manner as may be approved by our Board, risks and
uncertainties, such as economic trends and business requirements, competitive landscape, as well as general
factors affecting our results of operations, financial conditions and access to capital and including those set forth
in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business.
For example, our growth initiatives and expansion plans could be delayed due to failure to receive regulatory
approvals, technical difficulties, human resource, technological or other resource constraints, or for other
unforeseen reasons, events or circumstances. Further, we may not be able to attract personnel with sufficient skills
or sufficiently train our personnel to manage our expansion plans. Accordingly, the use of the Net Proceeds to
fund our growth and 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.
83. The requirements of being a publicly listed company may strain our resources.
The success of any capacity expansion and the expected returns on our capital expenditure are contingent on,
among other factors, our ability to obtain requisite regulatory approvals in a timely manner, recruit and retain
personnel and ensure their satisfactory performance to support business growth and absorb additional infrastructure
costs while developing new expertise. Our capacity utilization is also influenced by the product specifications and
procurement practices of our customers. We have made significant investments in the past to expand our Units,
and we may undertake additional investments to further increase capacity. Our business experiences fluctuations
in production and capacity utilization across quarters within a financial year due to seasonality and reliance on
high‑volume orders within stipulated timelines. In the event of industry oversupply or weak demand, we may be
unable to efficiently utilize expanded capacity. As we typically do not enter into long‑term or continuing contracts,
there is a risk that customers may not place orders, may place smaller‑than‑expected orders, may cancel existing
93orders, or may alter their procurement policies, resulting in reduced manufacturing volumes and under‑utilization
of existing capacity. We make significant operational decisions—including the levels of business we seek and
accept, production schedules, personnel requirements, and other resource allocations—based on our estimates of
customer orders; however, customer requirements span multiple product types, and shifts in demand among
products may necessitate changes to our manufacturing processes, affecting production schedules. Such dynamics
may lead to overproduction of certain products and underproduction of others, causing a mismatch between
capacity and capacity utilization. Any resultant over‑ or under‑utilization of our Manufacturing Units could
adversely affect our business, results of operations, financial condition, and cash flows.
84. The market price of the Equity Shares may fluctuate as a result of, among other things, the following
factors, some of which are beyond our control.
The Indian economy and capital markets are influenced by economic, political and market conditions in India and
globally. Our results of operations are significantly affected by factors influencing the Indian economy. Factors
that could adversely affect the Indian economy, and hence our results of operations, may include:
• variations in our quarterly or annual results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• changes in expectations as to our future financial performance, including financial estimates by
research analysts and investors,
• a change in research analysts' recommendations,
• announcements by us or our competitors of significant orders, acquisitions, strategic alliances, joint
operations or capital commitments;
• announcements, by third parties or governmental entities of significant claims or proceedings or
investigations against us;
• prevailing regional or global economic conditions, including in India's principal export markets, and
the imposition of tariffs or other trade measures by India's trading partners, such as the United States;
• new laws and governmental regulations applicable to our industry;
• additions or departures of key management personnel;
• changes in exchange rates,
• fluctuations in stock market prices and volume;
• changes in market valuations of similar companies or speculation in the press or the investment
community with respect to us or our industry,
• the loss of key funding sources, suppliers or consumers, and
• general economic and stock market conditions.
These broad market and industry factors may decrease the market price of our Equity Shares, regardless of our
actual operating pert performance. The stock market in general has, from time to time, experienced extreme price
and volume fluctuations. Changes in relation to any of the factors listed above could adversely affect the price of
the Equity Shares.
85. We cannot assure that prospective investors will be able to sell immediately on an Indian stock exchange
any of our Equity Shares they purchase in the Offer.
In accordance with Indian law and practice, final approval for listing and trading of our Equity Shares will not be
granted until after certain actions have been completed in relation to this Offer and until our Equity Shares have
been issued and allotted. Such approval will require the submission of all other relevant documents authorizing
the issuance of our Equity Shares. In accordance with current regulations and circulars issued by SEBI, our Equity
Shares are required to be listed on the Stock Exchanges within a prescribed time. Accordingly, we cannot assure
you that the trading in our Equity Shares will commence in a timely manner or at all and there could be a failure
or delay in listing our Equity Shares on the Stock Exchanges, which would adversely affect your ability to sell
our 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 under applicable law. 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
“Offer Procedure” on page 635.
9486. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid
market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors
may be unable to resell the Equity Shares at or above the Offer Price, or at all.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the stock
exchanges may not develop or be sustained after the Offer. The Offer Price of our Equity Shares is proposed to
be determined by our Company, in consultation with the BRLMs, 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. Listing does not guarantee that a market for the Equity Shares will develop, or if
developed, the liquidity of such market for the Equity Shares. The market price of the Equity Shares may be
subject to significant fluctuations in response to, among other factors, variations in our operating results, market
conditions specific to the industry we operate in, developments relating to India and volatility in the Stock
Exchanges and securities markets elsewhere in the world.
In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate
to the operating performance of a particular company. These broad market fluctuations and industry factors may
materially reduce the market price of the Equity Shares, regardless of our Company's performance. The market
price of the Equity Shares can and may decline below the Offer Price. There can be no assurance that investors
will be able to resell their Equity Shares at or above the Offer Price. Consequently, you may not be able to sell
our Equity Shares at prices equal to or greater than the price you paid in this offering. These broad market
fluctuations and industry factors may materially reduce the market price of the Equity Shares, regardless of our
Company's performance and decrease in the market price of our Equity Shares could cause you to lose some or
all of your investment.
87. Investors may be subject to Indian taxes arising out of income arising on the sale of the Equity Shares.
Under current Indian tax laws and regulations, unless specifically exempted, capital gains arising from the sale of
equity shares in an Indian company are generally taxable in India. Any capital gain realized on the sale of listed
equity shares on a recognized stock exchange, held for more than 12 months immediately preceding the date of
transfer, will be subject to long term capital gains in India. This beneficial rate is, inter alia, subject to payment of
securities transaction tax. Further, any gain realized on the sale of equity shares in an Indian company held for
more than 12 months, which are sold using any platform other than a recognized stock exchange and on which no
securities transaction tax has been paid, will be subject to long term capital gains tax in India at 12.50% (plus
applicable surcharge and cess). Further, any capital gains 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. Such gains will be subject to tax at the rate of 20.00% (plus applicable surcharge and cess), subject
to securities transaction tax being paid at the time of sale of such shares. Otherwise, such gains will be taxed at
the applicable rates. 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. 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. Similarly, any business income realized from the transfer of Equity Shares
held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-
resident seller.
88. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of certain securities listed pursuant to certain previous issues managed by the
Book Running Lead Managers is below the respective issue price
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 Offer Price of the Equity
Shares will be determined by the 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
Offer Price” on page 169 and may not be indicative of the market price for the Equity Shares after the Offer.
The relevant financial parameters based on which the Price Band would be determined shall be disclosed in the
advertisement to be issued for publication of the Price Band.
95Our P/E ratio for Fiscal 2025 is [●] times at the upper end of the Price Band and [●] times at the lower end of the
Price Band and our market capitalization to revenue from operations for Fiscal 2025 multiple is [●] times at the
upper end of the Price Band and [●] times at the lower end of the Price Band.
Further, there can be no assurance that the relevant financial parameters will improve in the future. There can be
no assurance that our methodologies are correct or will not change and accordingly, our position in the market
may differ from that presented in this Draft Red Herring Prospectus. In addition to the above, the current market
price of securities listed pursuant to certain previous initial public offerings managed by the Managers is below
their respective issue price. For further details, see “Other Regulatory and Statutory Disclosures - Price
information of past issues handled by the Book Running Lead Managers” on page 615.
89. Any future issuance of Equity Shares, or convertible securities or other equity linked securities by us may
dilute your shareholding and sale of Equity Shares by the Promoters may adversely affect the trading
price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us,
including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares including
through exercise of employee stock options, may lead to the dilution of investors' shareholdings in our Company.
Any future equity issuances by us or sales of our Equity Shares by the Promoters may adversely affect the trading
price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital
through offering of our Equity Shares or incurring additional debt. In addition, any perception by investors that
such issuances or sales might occur may also affect the market price of our Equity Shares. There can be no
assurance that we will not issue Equity Shares, convertible securities or securities linked to Equity Shares or that
our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future.
90. 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.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in
compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to
above, then a prior regulatory approval will be required. Additionally, shareholders who seek to convert Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require
a no-objection or a tax clearance certificate from the Indian income tax authorities. We cannot assure investors
that any required approval from the RBI or any other governmental agency can be obtained on any particular
terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page
656.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, investments
where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares a land border
with India, can only be made through the government approval route. 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 and/or purview, such subsequent change in the
beneficial ownership will also require approval of the Gol, Furthermore, on April 22, 2020, the Ministry of
Finance, Gol has also made similar amendment to the FEMA Non-debt Instruments Rules.
91. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S.
GAAP and IFRS, which investors may be more familiar with and may consider material to their
assessment of our financial condition.
Our Restated Consolidated Financial Information comprising the restated consolidated statement of assets and
liabilities as at and for the six months ended September 30, 2025, and Financial Years ended March 31, 2025,
March 31, 2024 and March 31, 2023, and the restated consolidated statement of profit and loss, the restated
consolidated statement of changes in equity and the restated consolidated statement of cash flows as at and for the
six months ended September 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024, March 31,
2023, material accounting policies, which are based on audited financial statements as at and for the six months
ended September 30, 2025, and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023,
prepared in accordance with Ind AS and each restated in terms of the requirements of Section 26 of Part I of
Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note on Reports in Company
96Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time, which differs from accounting
principles with which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S. GAAP. Ind
AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting principles
with which prospective investors may be familiar in other countries. If our financial statements were to be prepared
in accordance with such other accounting principles, our results of operations, cash flows and financial position
may be substantially different. Prospective investors should review the accounting policies applied in the
preparation of our financial statements and consult their own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar. Any reliance
by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red
Herring Prospectus should be limited accordingly.
92. 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 the submission of their Bid, and Retail
Individual Investors are not permitted to withdraw their Bids after closure of the Bid/ Offer 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. Retail Individual Investors can revise their Bids
during the Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date. While we are 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, within six Working Days
from the Bid/ Offer Closing Date or such other period as may be prescribed by the SEBI, events affecting the
investors' 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 operations, cash flows or financial
condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment
of the Equity Shares even if such events occur, and such events may limit the Investors' ability to sell the Equity
Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing.
93. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian
law and thereby may suffer future dilution of their ownership position.
Under the Companies Act, 2013, a company having share capital and incorporated in India must offer its holders
of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their
existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have
been waived by adoption of a special resolution by holders of three-fourths of the equity shares voting on such
resolution.
However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-emptive
rights without our Company filing an offering document or registration statement with the applicable authority in
such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless our Company makes such
a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available
under Indian law to you. To the extent that the investors are unable to exercise pre-emptive rights granted in
respect of the Equity Shares held by them, they may suffer future dilution of their ownership position, and their
proportional interest in our Company would be reduced.
94. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges in order
to enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have instituted a range of pre-emptive surveillance measures to uphold market
integrity and safeguard investor interests, including the Additional Surveillance Measure (“ASM”) and the Graded
Surveillance Measure (“GSM”). These measures are imposed on securities based on objective parameters such as
sharp fluctuations in price or trading volumes, the concentration of trading activity within specific client accounts,
unusual delivery trends, or abnormal price increases that are not aligned with a company's financial fundamentals,
such as earnings, book value, fixed assets, net worth, price-to-earnings ratio, and market capitalization.
Post listing, our Equity Shares may be subject to broader market dynamics, including significant volatility in price
and trading volumes. The market price of our Equity Shares may further fluctuate due to multiple factors,
including volatility in domestic and global securities markets, our profitability and operating performance, the
performance of our competitors, changes in analyst or investor expectations regarding our results, as well as
97broader political or economic developments. The occurrence of any such factors may trigger the parameters
defined by SEBI and the Stock Exchanges for subjecting securities to the ASM or GSM framework, which
consider aspects such as net worth, net fixed assets, high-low price variations, client concentration, and close-to-
close price fluctuations.
In the event our Equity Shares are covered under such pre-emptive surveillance measures implemented by SEBI
and the Stock Exchanges, trading in them may be subjected to additional restrictions, including limitations on
trading frequency (for instance, permitting trades only once a week or month) or price freezes on the upper trading
band. Such restrictions may adversely impact the market price of our Equity Shares and could, more broadly,
disrupt the establishment or orderly development of an active market for our Equity Shares.
98SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer (1)(2) [●] Equity Shares of face value of ₹10 each, aggregating to ₹[●]
million
The Offer consists of:
Fresh Issue(1) [●] Equity Shares of face value ₹10 each aggregating up to
₹6,000.00 million
Offer for Sale(2)(9) Up to 7,405,387 Equity Shares of face value ₹10 each
aggregating up to ₹[●] million
Of which:
Employee Reservation Portion(6) [●] Equity Shares of face value of ₹10 each, aggregating up to ₹
[●] million
Net Offer [●] Equity Shares of face value of ₹10 each, aggregating to ₹[●]
million
The Net Offer consists of:
A. QIB Portion(3)(5) Not more than [●] Equity Shares of face value of ₹10 each
Of which:
Anchor Investor Portion(3)(8) [●] Equity Shares of face value of ₹10 each
Net QIB Portion (assuming Anchor Investor Portion [●] Equity Shares of face value of ₹10 each
is fully subscribed)
Of which:
Mutual Fund Portion (5% of the Net QIB Portion) [●] Equity Shares of face value of ₹10 each
Balance of QIB Portion for all QIBs including [●] Equity Shares of face value of ₹10 each
Mutual Funds
B. Non-Institutional Portion(4)(5) Not less than [●] Equity Shares of face value of ₹10 each
Of which:
One-third of the Non-Institutional Portion available [●] Equity Shares of face value of ₹10 each
for allocation to Bidders with an application size of
more than ₹200,000 and up to ₹1,000,000
Two-third of the Non-Institutional Portion available [●] Equity Shares of face value of ₹10 each
for allocation to Bidders with an application size of
more than ₹1,000,000
C. Retail Portion(5)(7) Not less than [●] Equity Shares of face value of ₹10 each
Pre and post- Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the 134,569,911 Equity Shares of face value of ₹10 each
date of this Draft Red Herring Prospectus)
Equity Shares outstanding prior to the Offer post 147,018,721 Equity Shares of face value of ₹10 each
conversion of the CCDs (as on the date of this Draft Red
Herring Prospectus)(8)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹10 each
Use of Net Proceeds See “Objects of the Offer – Net Proceeds” on page 149 for
details regarding the use of the proceeds from the Fresh Issue.
Our Company will not receive any proceeds from the Offer for
Sale.
(1) Our Board of Directors has authorised the Offer pursuant to their resolution dated December 12, 2025. Our Shareholders have
authorised the Fresh Issue pursuant to their special resolution dated December 17, 2025. Our Company, in consultation with the BRLMs,
may consider a further issue of specified securities to certain investors for an amount aggregating up to ₹1,200.00 million, as permitted
under applicable laws prior to the filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at
a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The
Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there
is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity
Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement
(if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus. Our Company shall
also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of such Pre-IPO Placement
(in part or entirety).
(2) Our Board has taken on record the consent for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated December
17, 2025. Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered Shares is eligible
99for being offered for sale in the Offer in accordance with the Regulation 8 of the SEBI ICDR Regulations. For details on authorisation
of the Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on page 607.
(3) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations, of which 40% shall be reserved in the following manner: (i) 33.33% shall be available
for allocation to domestic Mutual Funds, and (ii) 6.67% shall be available for Life Insurance Companies and Pension Funds, subject to
valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds. In the event of
under-subscription in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net
QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and
the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand
from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will
be added to the QIB Portion and allocated to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. See “Offer
Procedure” on page 635.
(4) Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000
and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than
₹1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the
other sub-category of Non-Institutional Portion.
(5) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill over from any other category or combination of categories 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 would not be allowed to be met with spill-over from other categories or a combination of categories. In the event of under-
subscription in the offer, Equity Shares shall be allocated in the manner specified in “Terms of the Offer – Minimum Subscription” on
page 628.
(6) Eligible Employees Bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000
(net of Employee Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall
not exceed ₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion (if any),
the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in
excess of ₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not
exceeding ₹500,000 (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion after
allocation of up to ₹500,000 (net of Employee Discount, if any), shall be added to the Net Offer. Our Company, in consultation with the
BRLMs, may offer a discount of [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees Bidding in the
Employee Reservation Portion which shall be announced at least two Working Days prior to the Bid/Offer Opening Date. See “Offer
Procedure” and “Offer Structure” on pages 635 and 630, respectively.
(7) The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in
the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. The allocation to each
Non-Institutional Investor shall not be less than the minimum Non-Institutional application size, subject to availability of Equity Shares
in the Non-Institutional Category and the remaining available 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.
(8) Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations.
(9) As on the date of this Draft Red Herring Prospectus, there are 30,000,000 CCDs (11,250,000 CCDs held by IFC and 18,750,000 CCDs
held by IFC Emerging Fund) which shall be converted into 12,448,810 Equity Shares, prior to filing of the Red Herring Prospectus with
the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations. For further details, see “Capital Structure – Notes to
Capital Structure – Share capital history of our Company - Compulsorily Convertible Debentures of our Company and terms of
conversion of such Compulsorily Convertible Debentures” on page 122.
Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least [●]% of the post-Offer paid-up Equity
Share capital of our Company, and the Net Offer shall constitute [●]% of the post-Offer paid-up Equity Share
capital of our Company. Allocation to all categories of Bidders shall be made in accordance with SEBI ICDR
Regulations. See “Offer Structure”, “Terms of the Offer” and “Offer Procedure” on pages 630, 623 and 635,
respectively.
100SUMMARY FINANCIAL INFORMATION
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in million)
Particulars As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
ASSETS
Non-current assets
Property, plant and equipment 2,657.59 2,761.04 2,291.62 2,782.44
Capital work-in-progress 737.92 590.00 244.21 53.34
Investment property 48.63 - - -
Right-of-use asset 544.65 488.50 432.61 478.51
Goodwill 257.26 257.26 66.30 40.90
Other intangible assets 8,441.78 9,087.31 3,707.52 3,143.38
Intangible assets under development 331.53 325.71 240.79 190.80
Investments accounted using equity 18.81 19.39 - -
method
Financial assets
i) Investments 60.95 60.95 60.95 236.15
ii) Loans 0.99 0.64 - -
iii) Other financial assets 328.40 422.28 52.00 79.99
Deferred tax assets (net) 359.33 106.64 119.41 53.74
Income tax assets (net) 8.76 144.83 255.97 78.64
Other non-current assets 257.65 77.71 75.87 52.87
Total non-current assets 14,054.25 14,342.26 7,547.25 7,190.76
Current assets
Inventories 11,438.14 11,032.20 7,447.63 8,290.90
Financial assets
i) Investments 1,736.74 1,529.68 2,798.12 759.16
ii) Trade receivables 9,452.91 6,629.80 5,795.17 5,874.08
iii) Cash and cash equivalents 561.19 243.05 296.91 167.18
iv) Bank balances other than cash 287.35 209.94 443.67 1,069.34
and cash equivalent
v) Loans 1.10 1.63 3.14 4.23
vi) Other financial assets 73.93 120.09 194.02 109.09
Income tax assets (net) - - 0.29 174.94
Other current assets 986.72 1,320.34 893.01 1,081.01
Total current assets 24,538.08 21,086.73 17,871.96 17,529.93
Total assets 38,592.33 35,428.99 25,419.21 24,720.69
EQUITY AND LIABILITIES
Equity
Equity share capital 1,274.64 1,274.64 1,274.64 1,268.13
Other equity 13,980.57 12,837.81 11,802.77 11,013.08
Equity attributable to owners of the 15,255.21 14,112.45 13,077.41 12,281.21
Company
Non-controlling interest 127.03 131.14 169.57 235.09
Total equity 15,382.24 14,243.59 13,246.98 12,516.30
Liabilities
Non-current liabilities
Financial liabilities
i) Borrowings 6,334.43 6,274.81 3,416.01 3,696.15
ii) Lease liabilities 454.35 413.06 365.87 395.12
iii) Other financial liabilities 355.88 352.26 316.70 190.60
Provisions 106.15 67.66 28.88 21.22
Deferred tax liabilities (net) - 27.36 60.79 53.39
Other non-current liabilities 1.15 1.35 1.73 2.16
Total non-current liabilities 7,251.96 7,136.50 4,189.98 4,358.64
Current liabilities
101Particulars As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
Financial liabilities
i) Borrowings 5,717.94 3,195.42 2,356.92 2,430.89
ii) Lease liabilities 78.97 54.79 33.68 39.01
iii) Trade payables
Total outstanding dues of 818.89 687.22 238.21 151.71
micro enterprises and small
enterprises; and
Total outstanding dues of 6,280.49 6,552.79 2,419.42 2,709.24
creditors other than micro
enterprises and small
enterprises
iv) Other financial liabilities 898.67 546.52 469.57 446.88
Other current liabilities 759.95 1,915.45 1,575.99 1,207.29
Provisions 942.54 916.99 864.24 845.58
Current tax liabilities (net) 460.68 179.72 24.22 15.15
Total current liabilities 15,958.13 14,048.90 7,982.25 7,845.75
Total liabilities 23,210.09 21,185.40 12,172.23 12,204.39
Total equity and liabilities 38,592.33 35,428.99 25,419.21 24,720.69
102SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(₹ in million, unless otherwise specified)
Particulars For the six months For the year For the year For the year
period ended 30 ended 31 March ended 31 March ended 31 March
September 2025 2025 2024 2023
Income
Revenue from operations 19,780.45 26,905.10 22,299.27 25,132.98
Other income 178.15 414.26 417.86 195.88
Total income 19,958.60 27,319.36 22,717.13 25,328.86
Expenses
Cost of materials consumed 13,266.41 17,058.09 14,229.06 16,839.62
Purchases of stock-in-trade 1,006.67 1,487.27 1,217.77 1,933.95
Changes in inventories of finished (1,866.67) (865.97) (81.96) (564.66)
goods, stock-in-trade and work-
in-progress
Employee benefits expense 1,414.67 2,221.87 1,715.83 1,437.66
Finance costs 474.76 617.94 490.39 532.78
Depreciation and amortisation 963.87 1,271.31 955.92 923.02
expense
Impairment of non-financial - - 1.73 - - - -
assets
Other expenses 2,627.13 3,851.08 3,127.96 3,167.81
Total expenses 17,886.84 25,643.32 21,654.97 24,270.18
Profit before share of loss of 2,071.76 1,676.04 1,062.16 1,058.68
associate and tax
Share of loss of associate 0.58 1.98 - -
Profit before tax 2,071.18 1,674.06 1,062.16 1,058.68
Tax expense
Current tax 676.98 463.76 334.15 183.20
Tax adjustment for earlier years 25.83 0.18 (86.65) (1.69)
Deferred tax charge/ (credit) (166.74) 26.20 (57.71) 111.17
Profit for the period / year 1,535.11 1,183.92 872.37 766.00
Other comprehensive income /
(loss)
i) Item that will not be
reclassified to profit or loss
Remeasurements of defined (19.84) 7.16 (2.36) 7.84
benefit obligations
Tax relating to items that will not 4.87 (1.84) 0.56 (1.92)
be reclassified to profit or loss
ii) Item that will be reclassified
to profit or loss
Foreign currency translation (0.05) - (0.19) (0.03)
reserve
Effective portion of losses on (453.60) (124.97) - -
cash flow hedges
Tax relating to items that will be 108.44 42.83 - -
reclassified to profit or loss
Other comprehensive (360.18) (76.82) (1.99) 5.89
(loss)/income for the period/
year, net of tax
Total comprehensive income for 1,174.93 1,107.10 870.38 771.89
the period/ year
Profit is attributable to:
103Particulars For the six months For the year For the year For the year
period ended 30 ended 31 March ended 31 March ended 31 March
September 2025 2025 2024 2023
Owners of the Company 1,532.50 1,194.24 891.95 771.75
Non-controlling interest 2.61 (10.32) (19.58) (5.75)
1,535.11 1,183.92 872.37 766.00
Other comprehensive loss is
attributable to:
Owners of the Company (359.67) (76.83) (2.02) 5.90
Non-controlling interest (0.51) 0.01 0.03 (0.01)
(360.18) (76.82) (1.99) 5.89
Total comprehensive income is
attributable to:
Owners of the Company 1,172.83 1,117.41 889.93 777.65
Non-controlling interest 2.10 (10.31) (19.55) (5.76)
1,174.93 1,107.10 870.38 771.89
Earnings per equity share (face
value of Rs. 10 each)
- Basic (in ₹) 12.02 9.37 7.02 6.09
- Diluted (in ₹) 12.02 9.37 7.02 6.09
104SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(₹ in million)
Particulars For the six For the year For the year For the year
months period ended 31 March ended 31 March ended 31 March
ended 30 2025 2024 2023
September 2025
Cash flows from operating
activities
Profit before tax 2,071.18 1,674.06 1,062.16 1,058.68
Adjustments for:
Depreciation and amortisation 963.87 1,271.31 955.92 923.02
expense
Allowance for doubtful debts 115.05 121.95 115.80 81.93
Allowance for doubtful advances - 2.45 - 2.06
Advance balance written off - 2.13 5.66 1.24
Provision for inventory 135.90 (8.94) 22.71 (3.37)
obsolescence
Liabilities no longer required (0.16) (16.43) (12.65) (20.44)
written back
Bad debts written off 0.09 4.58 - 47.46
Employee stock option expenses 0.76 3.03 - -
Loss/ (Profit) on sale of property, (0.59) 2.80 (12.37) (1.61)
plant and equipment (net)
Loss on modification of leases 2.70 - - -
Loss on impairment of goodwill - 1.73 - -
Profit on sale of investments (46.15) (131.50) (80.49) (1.06)
Change in fair value of financials 180.85 85.36 (96.83) (47.82)
instruments
Interest income from financial (0.28) (0.42) (0.38) (0.36)
assets carried at amortised cost
Deferred income - government (0.21) (0.90) (1.03) (0.75)
grants
Dividend received - - - (6.25)
Share of loss of associates 0.58 1.98 - -
Unrealised foreign exchange loss/ 142.11 (19.78) 2.32 (20.31)
(gain)
Finance costs (including interest 474.76 617.94 463.13 505.58
towards lease liabilities)
Interest income (59.44) (148.07) (193.32) (122.48)
3,981.02 3,463.28 2,230.63 2,395.52
Working capital adjustments:
(Increase)/ decrease in inventories (541.86) (3,199.16) 820.56 (1,208.79)
(Increase) in trade receivables (2,936.37) (831.50) (24.38) (1,154.06)
(Increase) / decrease in financial (2.38) 72.99 68.90 (4.99)
assets
(Increase)/ decrease in other assets 232.33 (420.32) 179.62 554.32
Increase/ (decrease) in trade (195.85) 4,600.50 (189.57) (774.06)
payable
Increase/ (decrease) in financial 111.97 73.15 111.26 (13.36)
liabilities
Increase/ (decrease) in other (1,155.47) 233.05 369.31 212.77
liabilities
Increase/ (decrease) in provisions 30.58 44.48 23.97 (0.29)
Cash from operating activities (476.03) 4,036.47 3,590.30 7.06
Income taxes paid (net-off income (264.54) (206.18) (212.43) (319.41)
tax refund)
Net cash flow from / (used) in (740.57) 3,830.29 3,377.87 (312.35)
operating activities (A)
Cash flows from investing
activities
Purchase of property, plant and (414.94) (980.66) (1,308.33) (237.61)
equipment
Proceeds from sale of property, 2.42 8.05 363.68 6.82
105Particulars For the six For the year For the year For the year
months period ended 31 March ended 31 March ended 31 March
ended 30 2025 2024 2023
September 2025
plant and equipment
Payment towards non controlling (36.24) - - -
interest
Payment towards acquisition of - (4,834.61) - -
assets
Dividend income - - - 6.25
Proceeds from sale of investment 5,556.55 20,082.40 10,765.96 3,038.50
Purchase of investment (5,710.15) (18,515.38) (12,479.30) (3,540.89)
Loan received 10.90 19.59 2.00 1.50
Loans given (0.25) (1.85) (0.91) -
Movement in bank deposits (net) 102.15 (125.12) 574.26 (537.27)
Interest received 18.49 43.03 55.50 63.64
Payment towards acquisition of - (2,429.80) (270.00) -
business
Net cash used in investing (471.07) (6,734.35) (2,297.14) (1,199.06)
activities (B)
Cash flows from financing
activities
Interim dividend paid - (85.40) (94.32) (126.81)
Proceeds from non-current - 4,056.25 - -
borrowings
Proceeds from current borrowings 8,261.37 7,489.89 5,895.88 10,708.86
Proceeds from issue of - - - 3,000.00
compulsory convertible debentures
Repayment of non-current (435.55) (698.84) (687.35) (731.74)
borrowings
Repayment of current borrowings (5,785.96) (7,380.81) (5,523.81) (11,305.57)
Payment of lease liabilities- (36.29) (42.06) (39.51) (33.61)
principal payment
Payment of lease liability- interest (20.70) (34.60) (32.72) (34.72)
Movement in minority partners (0.80) (28.12) (45.97) (34.82)
current account
Finance costs paid (452.29) (488.10) (423.20) (468.07)
Net cash flow from/ (used in) 1,529.78 2,788.21 (951.00) 973.52
from financing activities (C)
Particulars For the six months For the year For the year For the year
period ended 30 ended 31 March ended 31 March ended 31 March
September 2025 2025 2024 2023
Net Increase/ (decrease) in cash 318.14 (115.85) 129.73 (537.89)
and cash equivalents (A+B+C)
Cash and cash equivalents at 243.05 296.91 167.18 705.07
the beginning of the period /
year
Add: Cash and cash equivalents - 61.99 - -
from business acquisition
Cash and cash equivalents at 561.19 243.05 296.91 167.18
the end of the period / year
Component of cash and cash
equivalents
Cheque on hand - - - 1.25
Cash on hand 2.39 2.02 3.22 6.39
Balances with banks
in current accounts 558.77 241.00 293.58 159.54
deposits with original 0.03 0.03 0.11 -
maturity of not more than
three months
106Particulars For the six months For the year For the year For the year
period ended 30 ended 31 March ended 31 March ended 31 March
September 2025 2025 2024 2023
561.19 243.05 296.91 167.18
107GENERAL INFORMATION
Registered Office of our Company
Crystal Crop Protection Limited
206, 2nd Floor, Span Trade Centre
Opp. Kochrab Gandhi Ashram
Near Paldi Char Rasta, Ashram Road
Ellisbridge, Ahmedabad 380 006
Gujarat, India
For details of changes in our Registered Office, see “History and Certain Other Corporate Matters – Changes
in Registered Office” on page 358.
Corporate Office of our Company
B-95, Wazirpur Industrial Area
New Delhi 110 052
Delhi, India
Corporate Identification Number: U72100GJ1994PLC097033
Registration Number: 097033
Address of the Registrar of Companies
Our Company is registered with the RoC, which is located at the following address:
Registrar of Companies, Gujarat at Ahmedabad
ROC Bhavan, Opp. Rupal Park Society
Behind Ankur Bus Stop, Naranpura
Ahmedabad 380 013
Gujarat, India
Board of Directors and Chairman Emeritus
Our Board comprises the following Directors and the Chairman Emeritus, as on the date of this Draft Red Herring
Prospectus:
Name Designation DIN Address
Nand Kishore Chairman Emeritus 00074107 A-88, Ashok Vihar, Phase-1, Ashok Vihar, Saraswati Vihar,
Aggarwal* North-West Delhi 110 052, Delhi, India
Ankur Aggarwal Chairman and 00074325 A-88, Behind Deep Central Market, Ashok Vihar, Phase-1,
Managing Director Saraswati Vihar, North-West Delhi 110 052, Delhi, India
Anil Jain Executive Director – 02649494 Z 203/204, Callalily, Near Chandivali Studio, Nahar Amrit
Strategy and Shakti Chandivali, Andheri, Mumbai 400 072, Maharashtra,
Operations India
Kavishwar Whole-time 11387277 C-802, Samasta-Shreeji Spacelinks Private Limited,
Vitthalrao Kalambe Director– Technical Opposite Akshar Pavillion, 30 m, Vasna Bhayli Main Road,
Manufacturing Near Nilamber Circle, Bhayli, Vadodara – 391 410, Gujarat,
India
Sangeeta Kapiljit Independent 06920906 9A, Harbour Heights A Building, N. A. Sawant Marg,
Singh Director Colaba Fire Brigade, Mumbai 400 005, Maharashtra, India
Sartaj Sewa Singh Independent 01820913 Flat No. 401, Brigade Coronet, 16 Palace Road, High
Director Ground, Bengaluru 560 052, Karnataka, India
Chetan Independent 03595319 901, Matoshree Kunj, Tanaji Malusare Marg, Vile Parle
Rameshchandra Director West, Mumbai 400 056, Maharashtra, India
Desai
*As on the date of this Draft Red Herring Prospectus, Nand Kishore Aggarwal, one of our Individual Promoters, has been designated as the
Chairman Emeritus through a resolution passed by our Board of Directors on November 14, 2025, in recognition of his contribution to our
Company. This is an honorary, non-executive and advisory position and he is not a member of our Board of Directors.
108For brief profiles and further details in relation to our Directors and Chairman Emeritus, see “Our Management”
on page 389.
Company Secretary and Compliance Officer
Vikram Singh is the Company Secretary and Compliance Officer of our Company. His contact details are as
follows:
Vikram Singh
B-95, Wazirpur Industrial Area
New Delhi 110 052
Delhi, India
Tel: +91 11490 07100
E-mail: investor@crystalcrop.com
Investor grievances
Bidders can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer-related queries and for redressal of complaints, investors
may also write to the BRLMs.
All Offer-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or first bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the
Acknowledgement Slip or the application number from the Designated Intermediaries in addition to the
documents or information mentioned hereinabove. All grievances relating to Bids submitted through Registered
Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the
Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of
ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
IIFL Capital Services Limited DAM Capital Advisors Limited
(formerly known as IIFL Securities Limited) Altimus 2202, Level 22
24th Floor, One Lodha Place Pandurang Budhkar Marg, Worli,
Senapati Bapat Marg, Lower Parel (West) Mumbai 400 018
Mumbai 400 013 Maharashtra, India
Maharashtra, India Tel: + 91 22420 22500
Tel: + 91 22464 64728 E-mail: crystalcrop.ipo@damcapital.in
E-mail: crystalcrop.ipo@iiflcap.com Website: www.damcapital.in
Website: www.iiflcapital.com Contact Person: Aanchal Wagle/ Puneet Agnihotri
Contact Person: Jesica Thakkar/ Pawan Kumar Jain Investor grievance e-mail: complaint@damcapital.in
Investor grievance e-mail: ig.ib@iiflcap.com SEBI Registration No.: MB/INM000011336
SEBI Registration No.: INM000010940
Motilal Oswal Investment Advisors Limited
Motilal Oswal Tower
Rahimtullah Sayani Road
Opposite Parel ST Depot, Prabhadevi
109Mumbai - 400 025
Maharashtra, India
Tel: + 91 22719 34380
E-mail: crystalcrop.ipo@motilaloswal.com
Website: www.motilaloswalgroup.com
Contact Person: Kunal Thakkar
Investor grievance e-mail:
moiaplredressal@motilaloswal.com
SEBI Registration No: INM000011005
Statement of inter-se allocation of responsibilities of the Book Running Lead Managers
The responsibilities and co-ordination by the BRLMs for various activities in this Offer are set forth below:
S. No. Activity Responsibility Co-ordinator
1. Capital structuring, positioning strategy, due diligence of the Company BRLMs IIFL
including its operations/management, legal etc. Drafting and design of the
Draft Red Herring Prospectus, the Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The BRLMs shall ensure
compliance with the SEBI ICDR Regulations and stipulated requirements
and completion of prescribed formalities with the Stock Exchanges, RoC
and SEBI and RoC filing
2. Drafting and approval of all statutory advertisements, uploading of audio BRLMs IIFL
and video presentation and uploading of documents on Document
Repository Platform
3. Drafting and approval of all publicity material other than statutory BRLMs DAM Capital
advertisements as mentioned in point 2 above, including corporate
advertising and brochures and filing of media compliance report
4. Appointment of intermediaries, Registrar to the Offer, advertising agency, BRLMs IIFL
printer (including coordination of all agreements)
5. Appointment of all other intermediaries, including Banker to the Offer, BRLMs DAM Capital
Monitoring Agency, Sponsor Bank, etc. (including coordination of all
agreements)
6. Preparation of road show presentation and frequently asked questions BRLMs DAM Capital
7. International institutional marketing of the Offer, which will cover, inter BRLMs DAM Capital
alia:
• Marketing strategy
• Finalising the list and division of international investors for one-to-
one meetings
• Finalising international road show and investor meeting schedules
8. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs IIFL
• Marketing strategy
• Finalising the list and division of domestic investors for one-to-one
meetings
• Finalising domestic road show and investor meeting schedules
9. Retail and non-institutional marketing of the Offer, which will cover, inter BRLMs Motilal Oswal
alia:
• Finalising media, marketing, public relations strategy and publicity
• Budget including list of frequently asked questions at retail road
shows
• Finalising collection centres
• Finalising brokerage, collection centres
• Finalising centres for holding conferences for brokers etc.
• Follow - up on distribution of publicity;
• Offer material including form, Red Herring Prospectus/ Prospectus
and
• Deciding on the quantum of the Offer material.
10. Coordination with Stock Exchanges for book building software, bidding BRLMs Motilal Oswal
terminals, mock trading, Anchor coordination, anchor CAN and intimation
of anchor allocation
11. Managing the book and finalization of pricing in consultation with BRLMs DAM Capital
Company
12. Post-Offer activities – management of escrow accounts, finalisation of the BRLMs Motilal Oswal
110S. No. Activity Responsibility Co-ordinator
basis of allotment based on technical rejections, post Offer stationery,
essential follow-up steps including follow-up with Bankers to the Offer
and Self Certified Syndicate Banks and coordination with various agencies
connected with the post-offer activity such as registrar to the offer, bankers
to the offer, Self-Certified Syndicate Banks, etc. listing of instruments,
demat credit and refunds/ unblocking of monies, announcement of
allocation and dispatch of refunds to Bidders, etc., payment of the
applicable STT on behalf of Selling Shareholders, coordination for
investor complaints related to the Offer, including responsibility for
underwriting arrangements, submission of final post issue report.
Legal Counsel to our Company as to Indian law
Shardul Amarchand Mangaldas & Co
Amarchand Towers 216
Okhla Industrial Estate Phase III
New Delhi 110 020
Delhi, India
Tel: +91 11415 90700
E-mail: cm.partners@AMSShardul.com
Statutory Auditor of our Company
Walker Chandiok & Co LLP, Chartered Accountants
L-41, Connaught Circus
Outer Circle
New Delhi – 110 001, India
Tel: +91 11 4500 2219
E-mail: nitin.toshniwal@walkerchandiok.in
Firm registration no.: 001076N/N500013
Peer review certificate no.: 020566
Changes in the auditors
There has been no change in the Statutory Auditor of our Company in the last three years preceding the date of
this Draft Red Herring Prospectus.
Registrar to the Offer
MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
C-101, Embassy 247
L.B.S. Marg, Vikhroli (West)
Mumbai 400 083
Maharashtra, India
Telephone Number: +91 81081 14949
E-mail: crystalcrop.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Investor grievance e-mail: crystalcrop.ipo@in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Syndicate Members
[●]
Bankers to the Offer
Escrow Collection Bank(s)
[●]
111Public Offer Account Bank(s)
[●]
Refund Bank(s)
[●]
Sponsor Bank(s)
[●]
Banker(s) to our Company
The Hongkong & Shanghai Banking Corporation HDFC Bank Limited
68, Institutional Area, Sector 44 HDFC Bank House
Gurgaon 122 002 Senapati Bapat Marg, Lower Parel
Haryana, India Mumbai 400 013
Telephone: +91 12447 62065 Maharashtra, India
Contact Person: Jaideep Singh Kalra Telephone: 022 6160 6161
E-mail: jaideepskalra@hsbc.co.in Contact Person: Ravinder Jit Singh Kalra
Website: www.hsbc.bank.in E-mail: loansupport@hdfcbank.com
Website: www.hdfc.bank.in
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://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 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
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time. Details of nodal officers of SCSBs, identified for Bids
made through the UPI Mechanism, are available at www.sebi.gov.in.
Syndicate Self Certified Syndicate Bank Branches
In relation to Bids (other than Bids by Anchor Investor 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 (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time or any other website prescribed by SEBI from time to time. For more information on
such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time or any other website prescribed by SEBI from time to time.
Self-Certified Syndicate Banks and mobile applications enabled for Unified Payment Interface Mechanism
In accordance with SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019, read with other applicable UPI Circulars, each applicable to the extent not rescinded by the SEBI Master
Circular in relation to the SEBI ICDR Regulations, UPI Bidders may only apply through the SCSBs and mobile
applications using UPI handles specified 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.
112Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stock broker network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
respective Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures respectively, as updated from time to time.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red
Herring Prospectus:
(i) Our Company has received written consent dated December 17, 2025 from our Statutory Auditor, Walker
Chandiok & Co LLP, Chartered Accountants, bearing firm registration number 001076N/N500013,
holding a valid peer review certificate from ICAI to include their name as required under Section 26(5) of
the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as
an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity
as our Statutory Auditor, and in respect of their (i) examination report dated December 12, 2025 on our
Restated Consolidated Financial Information; and (ii) their report dated December 17, 2025 on the
statement of special tax benefits available to our Company and its Shareholders under the applicable tax
laws of India, in this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to
mean an “expert” as defined under the U.S. Securities Act.
(ii) Our Company has received written consent dated December 17, 2025 from Bansal & Co LLP, Chartered
Accountants, bearing firm registration number 001113N/N500079, registered with the ICAI to include their
name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations,
in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act,
2013, to the extent of their report dated December 17, 2025 on the statement of special tax benefits available
to our Material Subsidiary, Saffire Crop Science Private Limited under applicable tax laws of India, and in
respect of various certifications issued by them in their capacity as independent chartered accountant to our
Company on certain financial and operational information included in this Draft Red Herring Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
(iii) Our Company has received written consent dated December 17, 2025 from Deepankar Sharma,
Independent Chartered Engineer, bearing membership number M-1436635, to include their name as
required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft
Red Herring Prospectus and referred to as an “expert” as defined under Section 2(38) of the Companies
Act, 2013 in respect of the certification issued by them in their capacity as independent chartered engineer
to our Company. However, the term “expert” shall not be construed to mean an “expert” as defined under
the U.S. Securities Act.
(iv) Our Company has received written consent dated December 17, 2025 from Shashank Pashine & Associates,
Practicing Company Secretary, bearing membership number F11665 and CP number 21229, to include
their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations
in this Draft Red Herring Prospectus and referred to as an “expert” as defined under Section 2(38) of the
113Companies Act, 2013 in respect of the certification issued by them in their capacity as an independent
practicing company secretary to our Company. However, the term “expert” shall not be construed to mean
an “expert” as defined under the U.S. Securities Act.
(v) Our Company has received written consent dated December 17, 2025 from Gyanveer Singh and Karmveer
of LexAnalytico Consulting, Intellectual Property Consultant, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring
Prospectus and referred to as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in
respect of the certification issued by them in their capacity as intellectual property consultant to our
Company. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
Monitoring Agency
Our Company will appoint a Monitoring Agency prior to the filing of the Red Herring Prospectus in accordance
with Regulation 41 of SEBI ICDR Regulations, for monitoring of the utilisation of the Gross Proceeds. See
“Objects of the Offer” on page 149.
Credit Rating
As the Offer is of Equity Shares, credit rating is not required.
Grading of the Offer
No credit agency registered with the SEBI has been appointed for grading of the Offer.
Debenture Trustees
As the Offer is of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been filed electronically with SEBI on the SEBI Intermediary
Portal at https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and the
SEBI Master Circular, and at cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March
27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing – CFD” and will also
be filed with the SEBI at the following address:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051
Maharashtra, India
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 would be filed with the RoC at its office and a copy of the Prospectus
shall be filed with the Registrar of Companies as required under Section 26 of the Companies Act, 2013.
114Book Building Process
The Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Bidders
on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the
Price Band. The Price Band and minimum Bid Lot will be decided by our Company in consultation with the Book
Running Lead Managers, and will be advertised in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a
widely circulated Gujarati daily newspaper, Gujarati being the regional language of Gujarat, where our Registered
Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to
the Stock Exchanges for the purposes of uploading on their respective websites. Pursuant to the Book Building
Process, the Offer Price shall be determined by our Company in consultation with the BRLMs after the Bid/Offer
Closing Date. For further details, see “Offer Procedure” on page 635.
All Bidders, other than Anchor Investors, shall mandatorily participate through the ASBA process by
providing the details of their respective ASBA Account in which the corresponding Bid Amount will be
blocked by the SCSBs or Sponsor Bank(s), as the case may be, in the case of UPI Bidders, by alternatively
using the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the
ASBA process.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid
Amount) at any stage. Retail Individual Investors and Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until
the Bid/ Offer Closing Date. Anchor Investors are not allowed to revise or withdraw their Bids after the
Anchor Investor Bidding Date. Allocation to all categories, other than Anchor Investors, Non-Institutional
Investors and Retail Individual Investors, shall be made on a proportionate basis, subject to valid Bids
received at or above the Offer Price. Allocation to the Anchor Investors will be on a discretionary basis.
For further details on method and process of Bidding, see “Offer Structure” and “Offer Procedure” on pages 630
and 635, respectively.
The Book Building Process under the SEBI ICDR Regulations and Bidding Process is subject to change, from
time to time. Bidders are advised to make their own judgment about an investment through this process prior to
submitting a Bid in the Offer. Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged
the above restrictions and the terms of the Offer. Bidders should note that the Offer is also subject to (i) 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; and (ii) filing of the Prospectus with
the RoC.
For details of the Book Building Process, price discovery process and allocation, see “Offer Procedure” beginning
on page 635.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholders will enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting
obligations and the Bids to be underwritten by each Underwriter shall be as per the Underwriting Agreement. It
is proposed that pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be
several and will be subject to certain conditions to closing, as specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing of the Prospectus with the RoC.)
Name, address, telephone number and e-mail Indicative number of Equity Amount Underwritten (in
address of the Underwriters Shares to be Underwritten ₹ million)
[●] [●] [●]
The abovementioned amounts are provided for indicative purposes only and would be finalized after the pricing
and actual allocation and subject to the provisions of Regulation 40(3) of the SEBI ICDR Regulations.
115In the opinion of our Board of Directors (based on representations 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 Underwriters are registered as merchant bankers with SEBI or registered as
brokers with the Stock Exchange(s). Our Board of Directors/IPO Committee, at its meeting held on [●], 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 commitments set forth in the
table above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to investors procured by them. The extent of underwriting obligations and the
Bids to be underwritten by each BRLM shall be as per the Underwriting Agreement.
The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will
be executed after determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the
Prospectus, with the RoC.
116CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below:
(in ₹, except share data)
S. No. Particulars Aggregate nominal Aggregate value at
value Offer Price*
A) AUTHORISED SHARE CAPITAL(1)
311,700,000 Equity Shares of face value of ₹10 each 3,117,000,000.00 -
Total 3,117,000,000.00 -
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER AND PRIOR TO
CONVERSION OF COMPULSORILY CONVERTIBLE DEBENTURES, AS OF THE DATE OF THIS
DRAFT RED HERRING PROSPECTUS
134,569,911 Equity Shares of face value of ₹10 each 1,345,699,110 -
Total 1,345,699,110 -
C) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER, AFTER THE
CONVERSION OF THE COMPULSORILY CONVERTIBLE DEBENTURES
147,018,721 Equity Shares of face value of ₹10 each(2) 1,470,187,210 -
D) PRESENT OFFER(3)(4)(5)
Offer of up to [●] Equity Shares of face value of ₹10 each [●] [●]
aggregating up to ₹[●] million(3)(4)(5)
Comprising:
Fresh Issue of [●] Equity Shares of face value of ₹10 each [●] [●]
aggregating up to ₹6,000.00 million(3)(5)
Offer for Sale of up to 7,405,387 Equity Shares of face value of [●] [●]
₹ 10 each aggregating to ₹ [] million by the Selling
Shareholders(3)(4)
Which includes:
Employee Reservation Portion of up to [●] Equity Shares of face [●] [●]
value of ₹ 10 each aggregating up to ₹ [●] million(6)
E) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER*
[●] Equity Shares of face value of ₹10 each [●] -
F) SECURITIES PREMIUM ACCOUNT
Before the Offer (as of the date of this Draft Red Herring 540,205,480.00
Prospectus)
After the Offer* [●]
*To be updated upon finalisation of the Offer Price and subject to finalisation of Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company since incorporation, see, “‘History and Certain
Other Corporate Matters – Amendments to the Memorandum of Association since incorporation” on page 360.
(2) Assuming full conversion of 30,000,000 outstanding CCDs into 12,448,810 Equity Shares of face value of ₹10 each in aggregate, prior
to filing of the Red Herring Prospectus with RoC, pursuant to the terms and conditions of the CCDs under the Shareholders’ Agreement
and in accordance with Regulation 5(2) of the SEBI ICDR Regulations.
(3) Our Board of Directors has authorised the Offer pursuant to their resolution dated December 12, 2025. Our Shareholders have
authorised the Fresh Issue pursuant to their special resolution dated December 17, 2025. Further, our Board has taken on record the
consent for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated December 17, 2025.
(4) The Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for being
offered for sale in the Offer in accordance with Regulation 8 of the SEBI ICDR Regulations. For details on authorisation of the Selling
Shareholders in relation to their respective portion of the Offered Shares, see “The Offer” and “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on pages 99 and 607, respectively.
(5) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount
aggregating up to ₹1,200 million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue.
Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer
may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the
Red Herring Prospectus and Prospectus. Our Company shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the
Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or entirety).
(6) In the event of under subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation
and allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000, subject to the maximum value of Allotment
made to such Eligible Employees not exceeding ₹ 500,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after
allocating up to ₹ 500,000), shall be added to the Net Offer.
Notes to capital structure
1. Share capital history of our Company
117(a) Equity Share capital of our Company
The following table sets forth the history of the Equity Share capital of our Company:
Date of Nature of Name(s) of allottee(s) and details of equity Number of Cumulative Cumulative paid-up Face Issue Nature of
allotment/buy- allotment/ buy- shares allotted/ bought back/ cancelled equity number of equity equity share capital value price per consideration
back/ back/ shares shares (in ₹) per equity
cancellation of cancellation allotted/ equity share
equity shares bought share (in ₹)
back/ (in ₹)
cancelled
July 13, Initial 100 equity shares each to Naresh Kumar 200 200 20,000.00 100.00 100.00 Cash
1994(1)@ subscription to Kassera and Sanjay Srivastava
the
Memorandum
of Association
December 11, Further issue 400 equity shares each to Nand Kishore 800 1,000 100,000.00 100.00 100.00 Cash
2002@ Aggarwal and Kanak Aggarwal
March 30, Further issue 1 equity share each to (i) Madan Moti Lal, (ii) 29,824 30,824 3,082,400.00 100.00 100.00 Cash
2005 Rashmi Arora, (iii) Ranjana Arora, (iv) Uma
Arora, (v) Raj Kishan Singhal, (vi) Nitin Gupta,
(vii) Payal Kanodia, (viii) Chander Mohan Garg
(HUF), (ix) Hemlata Kanodia, (x) Akash
Kanodia, (xi) Pushpa Gupta, (xii) Shyam
Sunder Vasudeva, (xiii) Satish Kumar Arora,
(xiv) Umesh Kumar Arora, (xv) Jagdish Prasad
(HUF), (xvi) Jagdish Prasad, (xvii) Sonika
Bansal, (xviii) Krishan Kumar Arora, (xix)
Promila Sharma, (xx) Prabha Jain, (xxi)
Haryana Tractors India, (xxii) R.C. Aggarwal &
Sons (HUF), (xxiii) Sudesh Malhotra and (xxiv)
Madhu Jain, 1,150 equity shares each to (xxv)
Simriti Gupta and (xxvi) Kiran Gupta, 3,500
equity shares to (xxvii) Q-Tech Systems (India)
Private Limited, 4,000 equity shares to (xxviii)
B.P. Infotech Private Limited, 5,000 equity
shares each to (xxix) Bhavani Engineering
Private Limited, (xxx) Fort Leather Private
Limited, (xxxi) Crystal Phosphates Limited and
(xxxii) Cube Indicus Advertising Private
Limited
March 5, 2008 Further issue 2,500 equity shares to (i) R.K. Gupta, 3,300 28,304 59,128 5,912,800.00 100.00 100.00 Cash
equity shares to (ii) Rakhi Gupta, 1 equity share
118Date of Nature of Name(s) of allottee(s) and details of equity Number of Cumulative Cumulative paid-up Face Issue Nature of
allotment/buy- allotment/ buy- shares allotted/ bought back/ cancelled equity number of equity equity share capital value price per consideration
back/ back/ shares shares (in ₹) per equity
cancellation of cancellation allotted/ equity share
equity shares bought share (in ₹)
back/ (in ₹)
cancelled
each to (iii) Savita Gupta, (iv) Usha Gupta, (v)
Kanta Devi and (vi) Jagdish Rai Goyal, 22,500
equity shares to (vii) Nand Kishore Aggarwal
(HUF)
December 18, Further issue 100 equity shares each to Pradeep Agrawal and 200 59,328 5,932,800.00 100.00 100.00 Cash
2009 Virender Kumar Bansal
August 29, Allotment 4,957 equity shares to (i) Kanak Aggarwal, 47,404 106,732 10,673,200.00 100.00 N.A. Other than
2011 pursuant to 4,956 equity shares to (ii) Nand Kishore cash
scheme of Aggarwal, 1 equity share to (iii) Pooja Agarwal,
amalgamation(2) 155 equity shares to (iv) Mahendra Singh Malik,
119 equity shares to (v) Ram Singh, 3,545
equity shares to (vi) Ankur Aggarwal, 7,441
equity shares to (vii) Nand Kishore Aggarwal
(HUF), 17,056 equity shares to (viii) Aviral
Chemicals Private Limited, 7,038 equity shares
to (ix) Jai Shree Crop Science Private Limited
and 2,136 equity shares to (x) Komal Aggarwal
August 29, Cancellation Crystal Phosphates Limited (5,000) 101,732 10,173,200.00 100.00 N.A. N.A.
2011 pursuant to a
scheme of
amalgamation(2)
August 29, Bonus issue 413,567 equity shares to (i) Kanak Aggarwal, 712,124 813,856 81,385,600.00 100.00 N.A. N.A.
2011 pursuant to a 34,692 equity shares to (ii) Nand Kishore
scheme of Aggarwal, 7 equity shares to (iii) Pooja
amalgamation Agarwal, 1,085 equity shares to (iv) Mahendra
the ratio of Singh Malik, 833 equity shares to (v) Ram
7:1(2) Singh, 24,815 equity shares to (vi) Ankur
Aggarwal, 52,087 equity shares to (vii) Nand
Kishore Aggarwal (HUF), 119,392 equity
shares to (viii) Aviral Chemicals Private
Limited, 49,266 equity shares to (ix) Jai Shree
Crop Science Private Limited, 14,952 equity
shares to (x) Komal Aggarwal, 7 equity shares
each to (xi) Payal Aggarwal, (xii) Hemlata
Kanodia, (xiii) Akash Kanodia and (xiv) Pushpa
119Date of Nature of Name(s) of allottee(s) and details of equity Number of Cumulative Cumulative paid-up Face Issue Nature of
allotment/buy- allotment/ buy- shares allotted/ bought back/ cancelled equity number of equity equity share capital value price per consideration
back/ back/ shares shares (in ₹) per equity
cancellation of cancellation allotted/ equity share
equity shares bought share (in ₹)
back/ (in ₹)
cancelled
Gupta, 700 equity shares each to (xv) Mohit
Kumar Goel and (xvi) Virender Kumar Bansal
Pursuant to a resolution dated September 7, 2011 approved by our Shareholders, the face value per equity share of our Company was sub-divided from ₹100 each to ₹10 each, and accordingly,
813,856 equity shares of our Company of ₹100 each were split into 8,138,560 Equity Shares of our Company of face value of ₹10 each.
December 19, Further issue Crystal Crop Protection Employees Welfare 473,673 8,612,233 86,122,330.00 10.00 1,000.00 Cash
2011 Trust
December 19, Further issue Everstone Capital Partners II LLC 861,224 9,473,457 94,734,570.00 10.00 1,741.70 Cash
2011@
March 3, Bonus issue in 70,897,200 Equity Shares to (i) Kanak 142,101,855 151,575,312 1,515,753,120.00 10.00 N.A. N.A.
2014@ the ratio of 15:1 Aggarwal, 6,522,000 Equity Shares to (ii) Nand
Kishore Aggarwal, 4,254,000 Equity Shares to
(iii) Ankur Aggarwal, 2,563,200 Equity Shares
to (iv) Komal Aggarwal, 8,929,200 Equity
Shares to (v) Nand Kishore Aggarwal (HUF),
20,467,200 Equity Shares to (vi) Aviral
Chemicals Private Limited, 8,445,600 Equity
Shares to (vii) Jai Shree Crop Science Private
Limited, 7,105,095 Equity Shares to (viii)
Crystal Crop Protection Employees Welfare
Trust, 12,918,360 Equity Shares to (ix)
Everstone Capital Partners II LLC
November 20, Allotment 250,775 Equity Shares to Kanak Aggarwal and 30,870,674 182,445,986 1,824,459,860 10.00 N.A. Other than
2017 pursuant to a 30,619,899 Equity Shares to Komal Aggarwal cash
scheme of
amalgamation(3)
November 20, Cancellation 21,831,680 equity shares of Aviral Chemicals (39,622,131) 142,823,855 1,428,238,550 10.00 N.A. N.A.
2017 pursuant to a Private Limited, 9,008,640 equity shares of Jai
scheme of Shree Crop Science Private Limited and
amalgamation(3) 8,781,811 equity shares of Redson Crop Care
Private Limited
October 13, Buy-back 397,828 Equity Shares from (i) Ankur (8,904,544) 133,919,311 1,339,193,110 10.00 152.70 Cash
2021 Aggarwal, 2,215,522 Equity Shares from (ii)
Komal Aggarwal, 438,818 Equity Shares from
(iii) Nand Kishore Aggarwal, 4,786,045 Equity
Shares from (iv) Kanak Aggarwal, 593,817
Equity Shares from (v) Nand Kishore Aggarwal
120Date of Nature of Name(s) of allottee(s) and details of equity Number of Cumulative Cumulative paid-up Face Issue Nature of
allotment/buy- allotment/ buy- shares allotted/ bought back/ cancelled equity number of equity equity share capital value price per consideration
back/ back/ shares shares (in ₹) per equity
cancellation of cancellation allotted/ equity share
equity shares bought share (in ₹)
back/ (in ₹)
cancelled
HUF, 472,508 Equity Shares from (vi) Crystal
Crop Protection Employees Welfare Trust and 6
Equity Shares (vii) Kanak Nand Kishore
Aggarwal Family Trust
November 17, Allotment 650,275, Equity Shares to Redson Retail & 650,600 134,569,911 1,345,699,110 10.00 N.A. Other than
2023 pursuant to a Reality Private Limited and 325 Equity Shares cash
scheme of to Ankur Aggarwal
amalgamation(4)
@ For details in relation to missing corporate records of our Company, see “Risk Factors – We are unable to trace some of our historical records. We cannot assure you that regulatory proceedings or actions will
not be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard.” on page 77.
(1) Our Company was incorporated on July 13, 1994. The date of subscription to the Memorandum of Association is June 25, 1994.
(2) Equity shares were allotted and cancelled and bonus Equity Shares were issued and allotted to the existing shareholders of Crystal Phosphates Limited, pursuant to a scheme of amalgamation of Crystal Phosphates
Limited with our Company approved by the High Court of Delhi pursuant to its order dated August 2, 2011.
(3) Equity Shares were allotted and cancelled pursuant to a scheme of amalgamation of Aviral Chemicals Private Limited, Jai Shree Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds
Private Limited, Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited with our Company approved by the National Company Law Tribunal (Ahmedabad bench) pursuant to its order
dated October 27, 2017 (the “Aviral Chemicals and Others Amalgamation Scheme”). For further details, see “History and Certain Other Corporate Matters – Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – Scheme of amalgamation between our Company, Aviral Chemicals Private Limited, Jai
Shree Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited” on page 363.
(4) Equity Shares were allotted pursuant to a scheme of arrangement of demerger of a business of Aviral Crop Science Private Limited into our Company, approved by the National Company Law Tribunal (Bengaluru
bench) pursuant to its order dated August 24, 2023 and National Company Law Tribunal (Ahmedabad bench) pursuant to its order dated October 18, 2023 (the “Aviral Crop Science Arrangement Scheme”). For
further details, see “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in
the last 10 years – Scheme of demerger between our Company and Aviral Crop Science Private Limited” on page 365.
(b) Preference share capital of our Company
Our Company has not issued any preference shares since its incorporation.
121(c) Compulsorily convertible debentures of our Company and the terms of conversion of such compulsorily convertible debentures
As on the date of this Draft Red Herring Prospectus, there are 30,000,000 CCDs (11,250,000 CCDs held by IFC and 18,750,000 CCDs held by IFC Emerging Fund), which
shall be converted into 4,668,285 Equity Shares and 7,780,525 Equity Shares, respectively prior to the filing of the Red Herring Prospectus with the RoC in accordance with
Regulation 5(2) of the SEBI ICDR Regulations. The following table sets forth the history of the CCDs issued by our Company.
Name of CCD holder Date of Number of Face value Nature of Estimated Issue price per Estimated Number of Equity
allotment CCDs allotted per CCD (in consideration conversion CCD (in ₹) price per Shares of face value
₹) ratio*^ Equity Share ₹ 10 each to be
(based on allotted post
conversion, in conversion of CCDs
₹)*
International Finance October 3, 2022 11,250,000 100.00 Cash 0.415:1 100 240.99 4,668,285
Corporation
IFC Emerging Asia Fund, LP October 13, 14,250,000 100.00 Cash 0.415:1 100 240.99 5,913,199
2022
IFC Emerging Asia Fund, LP October 21, 4,500,000 100.00 Cash 0.415:1 100 240.99 1,867,326
2022
Total 30,000,000 12,448,810
*Assuming full conversion of 30,000,000 outstanding CCDs into 12,448,810 Equity Shares of face value of ₹10 each.
^0.415 Equity Share of face value ₹10 each against 1 CCD of ₹100 each.
2. Secondary transactions of specified securities
(a) Equity Shares
The details of secondary transactions of Equity Shares by our Promoters (including the Promoter Selling Shareholders) and members of the Promoter Group are set forth in the
table below. The Investor Selling Shareholders do not hold Equity Shares in our Company, as on date of this Draft Red Herring Prospectus.
Date of transfer of Number of equity Details of transferor Details of transferee Face value per Transaction Nature of
equity shares shares equity share price per consideration
(₹) equity
share
(₹)
Promoters
Nand Kishore Aggarwal*
March 3, 2001@ 90 Sanjay Srivastava Nand Kishore Aggarwal 100.00 Nil N.A.
.March 5, 2008 (490) Nand Kishore Aggarwal Kanak Aggarwal 100.00 100.00 Cash
September 8, 2011 8,000 Virender Kumar Bansal Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 8,000 Mohit Kumar Goel Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 80 Pooja Agarwal Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 80 Payal Agarwal Nand Kishore Aggarwal 10.00 345.00 Cash
122Date of transfer of Number of equity Details of transferor Details of transferee Face value per Transaction Nature of
equity shares shares equity share price per consideration
(₹) equity
share
(₹)
September 8, 2011 80 Hemlata Kanodia Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 80 Akash Kanodia Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 80 Pushpa Gupta Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 9,520 Ram Singh Nand Kishore Aggarwal 10.00 345.00 Cash
September 8, 2011 12,400 Mahender Singh Malik Nand Kishore Aggarwal 10.00 345.00 Cash
April 23, 2019 81,695 Everstone Capital Partners II LLC Nand Kishore Aggarwal 10.00 174.74 Cash
October 24, 2019 (100) Nand Kishore Aggarwal Kanak Nand Kishore Aggarwal 10.00 N.A. Gift
Family Trust
November 20, 2023 71,979,415 Kanak Aggarwal Nand Kishore Aggarwal 10.00 N.A. Transmission
March 6, 2025 (1) Nand Kishore Aggarwal Advika Aggarwal Education Trust 10.00 N.A. Gift(1)
March 6, 2025 (1) Nand Kishore Aggarwal Malvika Aggarwal Education 10.00 N.A. Gift(2)
Trust
March 20, 2025 8,930,663 Nand Kishore Aggarwal (HUF) Nand Kishore Aggarwal 10.00 N.A. N.A.
November 27, 2025 17,124,951 Komal Aggarwal Nand Kishore Aggarwal 10.00 N.A. Gift(3)
November 27, 2025 (31,176,192) Nand Kishore Aggarwal Ankur Aggarwal KNK Family 10.00 N.A. Gift(4)
Trust
November 27, 2025 (3,220,076) Nand Kishore Aggarwal Komal Aggarwal KNK Family 10.00 N.A. Gift(5)
Trust
November 27, 2025 (3,220,076) Nand Kishore Aggarwal Pooja Bansal KNK Family Trust 10.00 N.A. Gift(6)
December 3, 2025 (17,124,951) Nand Kishore Aggarwal Ankur Aggarwal KNK Family 10.00 N.A. Gift(4)
Trust
Ankur Aggarwal*
April 23, 2019 546,237 Everstone Capital Partners II LLC Ankur Aggarwal 10.00 174.74 Cash
October 1, 2019 1,297,102 Everstone Capital Partners II LLC Ankur Aggarwal 10.00 193.93 Cash
November 27, 2025 8,782,026 Komal Aggarwal Ankur Aggarwal 10.00 N.A. Gift(7)
December 1, 2025 1 Advika Aggarwal Education Trust Ankur Aggarwal 10.00 600.00 Cash
December 1, 2025 1 Malvika Aggarwal Education Trust Ankur Aggarwal 10.00 600.00 Cash
December 4, 2025 94 Kanak Nand Kishore Aggarwal Ankur Aggarwal 10.00 N.A. Gift(8)
Family Trust
Komal Aggarwal*
April 23, 2019 884,632 Everstone Capital Partners II LLC Komal Aggarwal 10.00 174.74 Cash
October 1, 2019 1,297,102 Everstone Capital Partners II LLC Komal Aggarwal 10.00 193.93 Cash
November 27, 2025 (17,124,951) Komal Aggarwal Nand Kishore Aggarwal 10.00 N.A. Gift(3)
November 27, 2025 (8,782,026) Komal Aggarwal Ankur Aggarwal 10.00 N.A. Gift(7)
Ankur Aggarwal KNK Family Trust
November 27, 2025 31,176,192 Nand Kishore Aggarwal Ankur Aggarwal KNK Family 10.00 N.A. Gift(4)
Trust
123Date of transfer of Number of equity Details of transferor Details of transferee Face value per Transaction Nature of
equity shares shares equity share price per consideration
(₹) equity
share
(₹)
December 3, 2025 17,124,951 Nand Kishore Aggarwal Ankur Aggarwal KNK Family 10.00 N.A. Gift(4)
Trust
Promoter Group
Kanak Nand Kishore Aggarwal Family Trust
October 24, 2019 100 Nand Kishore Aggarwal Kanak Nand Kishore Aggarwal 10.00 N.A. Gift
Family Trust
December 4, 2025 (94) Kanak Nand Kishore Aggarwal Ankur Aggarwal 10.00 N.A. Gift(8)
Family Trust
Malvika Aggarwal Education Trust
March 6, 2025 1 Nand Kishore Aggarwal Malvika Aggarwal Education 10.00 N.A. Gift(2)
Trust
December 1, 2025 (1) Malvika Aggarwal Education Trust Ankur Aggarwal 10.00 600.00 Cash
Advika Aggarwal Education Trust
March 6, 2025 1 Nand Kishore Aggarwal Advika Aggarwal Education Trust 10.00 N.A. Gift(1)
December 1, 2025 (1) Advika Aggarwal Education Trust Ankur Aggarwal 10.00 600.00 Cash
Komal Aggarwal KNK Family Trust
November 27, 2025 3,220,076 Nand Kishore Aggarwal Komal Aggarwal KNK Family 10.00 N.A. Gift(5)
Trust
Pooja Bansal KNK Family Trust
November 27, 2025 3,220,076 Nand Kishore Aggarwal Pooja Bansal KNK Family Trust 10.00 N.A. Gift(6)
*Also a Promoter Selling Shareholders.
@ For details in relation to missing corporate records of our Company, see “Risk Factors –We are unable to trace some of our historical records. We cannot assure you that regulatory proceedings or actions will not
be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard.” on page 77.
(1) Pursuant to a gift deed dated February 27, 2025, Nand Kishore Aggarwal transferred one Equity Share of face value of ₹10 each to Advika Aggarwal Education Trust from on March 6, 2025.
(2) Pursuant to a gift deed dated February 27, 2025, Nand Kishore Aggarwal transferred one Equity Share of face value of ₹10 each to Malvika Aggarwal Education Trust on March 6, 2025.
(3) Pursuant to a gift deed dated November 26, 2025, Komal Aggarwal transferred 17,124,951 Equity Shares of face value of ₹10 each to Nand Kishore Aggarwal on November 27, 2025.
(4) Pursuant to a gift deed dated November 26, 2025, Nand Kishore Aggarwal transferred 48,301,143 Equity Shares of face value of ₹10 each to Ankur Aggarwal KNK Family Trust, 31,176,192 Equity Shares of
face value of ₹10 each were transferred on November 27, 2025 and 17,124,951 Equity Shares of face value of ₹10 each were transferred on December 3, 2025.
(5) Pursuant to a gift deed dated November 26, 2025, Nand Kishore Aggarwal transferred 3,220,076 Equity Shares of face value of ₹10 each to Komal Aggarwal KNK Family Trust on November 27, 2025.
(6) Pursuant to a gift deed dated November 26, 2025, Nand Kishore Aggarwal transferred 3,220,076 Equity Shares of face value of ₹10 each to Pooja Bansal KNK Family Trust on November 27, 2025.
(7) Pursuant to a gift deed dated November 26, 2025, Komal Aggarwal transferred 8,782,026 Equity Shares of face value of ₹10 each to Ankur Aggarwal on November 27, 2025.
(8) Pursuant to a gift deed dated November 26, 2025, Kanak Nand Kishore Aggarwal Family Trust transferred 94 Equity Shares of face value of ₹10 each to Ankur Aggarwal on December 4, 2025.
124(b) Preference Shares
Our Company has not issued any preference shares since its incorporation.
3. Issue of shares pursuant to Sections 230 to 234 of the Companies Act, 2013 or Sections 391 to 394 of the Companies Act, 1956
Other than as set out below, our Company has not issued equity shares pursuant to Sections 230 to 234 of the Companies Act, 2013 or Sections 391 to 394 of the Companies
Act, 1956.
Date of Nature of Name(s) of allottee(s) and details of equity shares Number of equity Face value Issue price Nature of
allotment/can allotment/cancellatio allotted/cancelled shares per equity per equity consideration
cellation of n allotted/cancelled share (in ₹) share
equity shares (in ₹)
August 29, Allotment pursuant to 4,957 equity shares to (i) Kanak Aggarwal, 4,956 equity shares 47,404 100.00 N.A. Other than cash
2011 scheme of to (ii) Nand Kishore Aggarwal, 1 equity share to (iii) Pooja
amalgamation(1) Agarwal, 155 equity shares to (iv) Mahendra Singh Malik, 119
equity shares to (v) Ram Singh, 3,545 equity shares to (vi) Ankur
Aggarwal, 7,441 equity shares to (vii) Nand Kishore Aggarwal
(HUF), 17,056 equity shares to (viii) Aviral Chemicals Private
Limited, 7,038 equity shares to (ix) Jai Shree Crop Science
Private Limited and 2,136 equity shares to (x) Komal Aggarwal
August 29, Cancellation pursuant Crystal Phosphates Limited (5,000) 100.00 N.A. N.A.
2011 to a scheme of
amalgamation(1)
August 29, Bonus issue pursuant 413,567 equity shares to (i) Kanak Aggarwal, 34,692 equity 712,124 100.00 N.A. N.A.
2011 to a scheme of shares to (ii) Nand Kishore Aggarwal, 7 equity shares to (iii)
amalgamation in the Pooja Agarwal, 1,085 equity shares to (iv) Mahendra Singh
ratio of 7:1(1) Malik, 833 equity shares to (v) Ram Singh, 24,815 equity shares
to (vi) Ankur Aggarwal, 52,087 equity shares to (vii) Nand
Kishore Aggarwal (HUF), 119,392 equity shares to (viii) Aviral
Chemicals Private Limited, 49,266 equity shares to (ix) Jai Shree
Crop Science Private Limited, 14,952 equity shares to (x) Komal
Aggarwal, 7 equity shares each to (xi) Payal Aggarwal, (xii)
Hemlata Kanodia, (xiii) Akash Kanodia and (xiv) Pushpa Gupta,
700 equity shares each to (xv) Mohit Kumar Goel and (xvi)
Virender Kumar Bansal
November 20, Allotment pursuant to 250,775 Equity Shares to Kanak Aggarwal and 30,619,899 30,870,674 10.00 N.A. Other than cash
2017 scheme of Equity Shares to Komal Aggarwal
amalgamation(2)
November 20, Cancellation pursuant 21,831,680 equity shares of Aviral Chemicals Private Limited, (39,622,131) 10.00 N.A. N.A.
2017 to scheme of 9,008,640 equity shares of Jai Shree Crop Science Private
amalgamation(2)
125Date of Nature of Name(s) of allottee(s) and details of equity shares Number of equity Face value Issue price Nature of
allotment/can allotment/cancellatio allotted/cancelled shares per equity per equity consideration
cellation of n allotted/cancelled share (in ₹) share
equity shares (in ₹)
Limited and 8,781,811 equity shares of Redson Crop Care
Private Limited
November 17, Allotment pursuant to 650,275, Equity Shares to Redson Retail & Reality Private 650,600 10.00 N.A. Other than cash
2023 scheme of Limited and 325 Equity Shares to Ankur Aggarwal
amalgamation(3)
(1) Equity shares were allotted and cancelled and bonus Equity Shares were issued and allotted pursuant to a scheme of amalgamation of Crystal Phosphates Limited with our Company approved by the High Court
of Delhi pursuant to its order dated August 2, 2011 to the existing shareholders of Crystal Phosphate Limited.
(2) Equity Shares were allotted and cancelled pursuant to the Aviral Chemicals and Others Amalgamation Scheme. For further details, see “History and Certain Other Corporate Matters – Details regarding material
acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – Scheme of amalgamation between our Company, Aviral Chemicals Private
Limited, Jai Shree Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited” on
page 363.
(3) Equity Shares were allotted pursuant to the Aviral Crop Science Arrangement Scheme. For further details, see “History and Certain Other Corporate Matters – Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – Scheme of demerger between our Company and Aviral Crop Science Private Limited” on
page 365.
[Remainder of this page is intentionally left blank]
126For further details, see “– Notes to Capital Structure – Share capital history of our Company – Equity Share capital
history of our Company”, and “History and Certain Other Corporate Matters - Details regarding material acquisitions
or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years”
on pages 118, and 363 respectively.
4. Shares issued for consideration other than cash or pursuant to bonus issue
Except as disclosed below, our Company has not issued any shares for consideration other than cash or by way of bonus
issue since its incorporation as on the date of this Draft Red Herring Prospectus:
Date of Reason for Name(s) of Total Face Issue Nature of Benefits accrued
allotment allotment allottee(s) number of value price consideration
shares per per
allotted equity equity
share share
(₹) (₹)
August Allotment 4,957 equity shares to 47,404 100.00 N.A. Other than The purpose of
29, 2011 pursuant to (i) Kanak Aggarwal, cash the scheme of
scheme of 4,956 equity shares to amalgamation
amalgamation(1) (ii) Nand Kishore was to ensure
Aggarwal, 1 equity optimum and
share to (iii) Pooja efficient
Agarwal, 155 equity utilization of
shares to (iv) capital, resources,
Mahendra Singh and assets, among
Malik, 119 equity other strategic
shares to (v) Ram advantages. This
Singh, 3,545 equity initiative was
shares to (vi) Ankur undertaken to
Aggarwal, 7,441 streamline
equity shares to (vii) operations,
Nand Kishore enhance financial
Aggarwal (HUF), strength, and
17,056 equity shares unlock synergies
to (viii) Aviral between the
Chemicals Private amalgamating
Limited, 7,038 equity entities.
shares to (ix) Jai
Shree Crop Science
Private Limited and
2,136 equity shares to
(x) Komal Aggarwal
August Bonus issue 413,567 equity shares 712,124 100.00 N.A. N.A N.A.
29, 2011 pursuant to a to (i) Kanak
scheme of Aggarwal, 34,692
amalgamation equity shares to (ii)
in the ratio of Nand Kishore
7:1(1) Aggarwal, 7 equity
shares to (iii) Pooja
Agarwal, 1,085 equity
shares to (iv)
Mahendra Singh
Malik, 833 equity
shares to (v) Ram
Singh, 24,815 equity
shares to (vi) Ankur
Aggarwal, 52,087
equity shares to (vii)
Nand Kishore
Aggarwal (HUF),
119,392 equity shares
to (viii) Aviral
Chemicals Private
Limited, 49,266
equity shares to (ix)
127Date of Reason for Name(s) of Total Face Issue Nature of Benefits accrued
allotment allotment allottee(s) number of value price consideration
shares per per
allotted equity equity
share share
(₹) (₹)
Jai Shree Crop
Science Private
Limited, 14,952
equity shares to (x)
Komal Aggarwal, 7
equity shares each to
(xi) Payal Aggarwal,
(xii) Hemlata
Kanodia, (xiii) Akash
Kanodia and (xiv)
Pushpa Gupta, 700
equity shares each to
(xv) Mohit Kumar
Goel and (xvi)
Virender Kumar
Bansal
March 3, Bonus issue in 70,897,200 Equity 142,101,855 10.0 N.A. N.A. N.A.
2014 the ratio of 15:1 Shares to (i) Kanak
Aggarwal, 6,522,000
Equity Shares to (ii)
Nand Kishore
Aggarwal, 4,254,000
Equity Shares to (iii)
Ankur Aggarwal,
2,563,200 Equity
Shares to (iv) Komal
Aggarwal, 8,929,200
Equity Shares to (v)
Nand Kishore
Aggarwal (HUF),
20,467,200 Equity
Shares to (vi) Aviral
Chemicals Private
Limited, 8,445,600
Equity Shares to (vii)
Jai Shree Crop
Science Private
Limited, 7,105,095
Equity Shares to (viii)
Crystal Crop
Protection Employees
Welfare Trust,
12,918,360 Equity
Shares to (ix)
Everstone Capital
Partners II LLC
November Allotment 250,775 Equity 30,870,674 10.00 N.A. Other than The purpose of
20, 2017 pursuant to Shares to Kanak cash the scheme of
scheme of Aggarwal and amalgamation
amalgamation(2) 30,619,899 Equity was to streamline
Shares to Komal and realign the
Aggarwal shareholding
structure of our
Company,
eliminate
multilayered
shareholding, and
enable direct
shareholding by
the promoters of
our Company,
128Date of Reason for Name(s) of Total Face Issue Nature of Benefits accrued
allotment allotment allottee(s) number of value price consideration
shares per per
allotted equity equity
share share
(₹) (₹)
among other
strategic
objectives. This
restructuring was
aimed at
enhancing
transparency,
improving
governance, and
simplifying the
ownership
framework.
November Allotment 6,50,275, Equity 650,600 10.00 N.A. Other than The scheme of
17, 2023 pursuant to Shares to Redson cash amalgamation
scheme of Retail & Reality aimed at
amalgamation(3) Private Limited and consolidating the
325 Equity Shares to agro-chemical
Ankur Aggarwal and other
business vertical
under our
Company,
enabling focused
strategy,
operational
synergies, and
resource
optimization. It
reduced inter-
company
transactions and
administrative
costs, while
enhancing growth
potential and
customer focus.
(1) Equity shares were allotted and bonus Equity Shares were issued and allotted pursuant to a scheme of amalgamation of Crystal Phosphates
Limited with our Company approved by the High Court of Delhi pursuant to its order dated August 2, 2011 to the existing shareholders of
Crystal Phosphate Limited.
(2) Equity Shares were allotted pursuant to the Aviral Chemicals and Others Amalgamation Scheme. For further details, see “History and Certain
Other Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years – Scheme of amalgamation between our Company, Aviral Chemicals Private Limited, Jai Shree
Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini Bioseeds and Agritech Private Limited
and Rohini AgriSeeds Private Limited” on page 363.
(3) Equity Shares were allotted pursuant to the Aviral Crop Science Arrangement Scheme. For further details, see “History and Certain Other
Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years – Scheme of demerger between our Company and Aviral Crop Science Private Limited” on
page 365.
5. Shares issued out of revaluation reserves
Our Company has not issued any shares out of revaluation reserves since its incorporation.
6. Issue of specified securities at a price lower than the Offer Price in the last year
Our Company has not issued any specified securities during a period of one year preceding the date of this Draft Red
Herring Prospectus.
7. Issue of equity shares under employee stock option scheme
129Except as disclosed in “- Notes to the Capital Structure – Equity share capital history of our Company” above, our
Company has not issued any Equity Shares under the employee stock option scheme as on date of this Draft Red Herring
Prospectus. For further details, see “–Employee stock option schemes of our Company” on page 139.
8. History of build-up of the Promoter’s shareholding in our Company
As on the date of this Draft Red Herring Prospectus, our Promoters hold in aggregate 120,373,224 Equity Shares of face
value of ₹10 each, which constitutes 81.87% of the issued, subscribed and paid-up Equity Share capital of our Company
(on a fully diluted basis). All the Equity Shares held by our Promoters are in dematerialised form. As of the date of this
Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or are otherwise
encumbered.
Set forth below is the build-up of our Promoters’ shareholding since the incorporation of our Company.
Date of Nature of No. of Face Issue Nature of Percentage Percentage Percentage
allotment/ allotment/ equity value price / consideration of the pre- of the pre- of the
transfer/ transfer/ buy- shares of per transfer Offer Offer post-Offer
buy-back back allotted/ equity price/ Equity Equity Equity
transferred/ share buy- Share Share Share
bought (₹) back capital capital (on capital
back per (%) a fully (%)*
equity diluted
share basis)^
(₹) (%)
Nand Kishore Aggarwal
March 3, Transfer from 90 100.00 Nil N.A. Negligible Negligible [●]
2001@ Sanjay
Srivastava
December Further issue 400 100.00 100.00 Cash Negligible Negligible [●]
11, 2002
March 5, Transfer to (490) 100.00 100.00 Cash Negligible Negligible [●]
2008 Kanak Aggarwal
August 29, Allotment 4,956 100.00 N.A. Other than 0.04 0.03 [●]
2011 pursuant to cash
scheme of
amalgamation(1)
August 29, Bonus issue 34,692 100.00 N.A. N.A. 0.26 0.24 [●]
2011 pursuant to a
scheme of
amalgamation in
the ratio of 7:1(1)
September Transfer from 8,000 10.00 345.00 Cash 0.01 0.01 [●]
8, 2011 Virender Kumar
Bansal
September Transfer from 8,000 10.00 345.00 Cash 0.01 0.01 [●]
8, 2011 Mohit Kumar
Goel
September Transfer from 80 10.00 345.00 Cash Negligible Negligible [●]
8, 2011 Pooja Agarwal
September Transfer from 80 10.00 345.00 Cash Negligible Negligible [●]
8, 2011 Payal Aggarwal
September Transfer from 80 10.00 345.00 Cash Negligible Negligible [●]
8, 2011 Hemlata
Kanodia
September Transfer from 80 10.00 345.00 Cash Negligible Negligible [●]
8, 2011 Akash Kanodia
September Transfer from 80 10.00 345.00 Cash Negligible Negligible [●]
8, 2011 Pushpa Gupta
September Transfer from 9,520 10.00 345.00 Cash [●]
0.01 0.01
8, 2011 Ram Singh
September Transfer from 12,400 10.00 345.00 Cash [●]
8, 2011 Mahender Singh 0.01 0.01
Malik
March 3, Bonus issue in 6,522,000 10.00 N.A. N.A. [●]
4.85 4.44
2014 the ratio of 15:1
130Date of Nature of No. of Face Issue Nature of Percentage Percentage Percentage
allotment/ allotment/ equity value price / consideration of the pre- of the pre- of the
transfer/ transfer/ buy- shares of per transfer Offer Offer post-Offer
buy-back back allotted/ equity price/ Equity Equity Equity
transferred/ share buy- Share Share Share
bought (₹) back capital capital (on capital
back per (%) a fully (%)*
equity diluted
share basis)^
(₹) (%)
April 23, Transfer from 81,695 10.00 174.74 Cash [●]
2019 Everstone
0.06 0.06
Capital Partners
II LLC
October Transfer to (100) 10.00 N.A. Gift Negligible Negligible [●]
24, 2019 Kanak Nand
Kishore
Aggarwal
Family trust
August 27, Buy-back (438,818) 10.00 152.70 Cash (0.33) (0.30) [●]
2021
November Transmission 71,979,415 10.00 N.A. N.A. 53.49 48.96 [●]
20, 2023 from Kanak
Aggarwal
March 6, Transfer to (1) 10.00 N.A. Gift(2) Negligible Negligible [●]
2025 Advika
Aggarwal
Education Trust
March 6, Transfer to (1) 10.00 N.A. Gift(3) Negligible Negligible [●]
2025 Malvika
Aggarwal
Education Trust
March 20, Transfer from 8,930,663 10.00 N.A. N.A. 6.64 6.07 [●]
2025 Nand Kishore
Aggarwal
(HUF)
November Transfer from 17,124,951 10.00 N.A. Gift(4) 12.73 11.65 [●]
27, 2025 Komal
Aggarwal
November Transfer to (31,176,192) 10.00 N.A. Gift(5) (23.17) (21.21) [●]
27, 2025 Ankur Aggarwal
KNK Family
Trust
November Transfer Komal (3,220,076) 10.00 N.A. Gift(6) (2.39) (2.19) [●]
27, 2025 Aggarwal KNK
Family Trust
November Transfer to (3,220,076) 10.00 N.A. Gift(7) (2.39) (2.19) [●]
27, 2025 Pooja Bansal
KNK Family
Trust
December Transfer to (17,124,951) 10.00 N.A. Gift(5) (12.72) (11.64) [●]
3, 2025 Ankur Aggarwal
KNK Family
Trust
Total 49,893,309 37.08 33.94 [●]
Ankur Aggarwal
August 29, Allotment 3,545 100.00 N.A. Other than 0.03 0.02 [●]
2011 pursuant to cash
scheme of
amalgamation(1)
August 29, Bonus issue 24,815 100.00 N.A. N.A. 0.18 0.17 [●]
2011 pursuant to a
scheme of
amalgamation in
the ratio of 7:1(1)
131Date of Nature of No. of Face Issue Nature of Percentage Percentage Percentage
allotment/ allotment/ equity value price / consideration of the pre- of the pre- of the
transfer/ transfer/ buy- shares of per transfer Offer Offer post-Offer
buy-back back allotted/ equity price/ Equity Equity Equity
transferred/ share buy- Share Share Share
bought (₹) back capital capital (on capital
back per (%) a fully (%)*
equity diluted
share basis)^
(₹) (%)
March 3, Bonus issue in 4,254,000 10.00 N.A. N.A. 3.16 2.89 [●]
2014 the ratio of 15:1
April 23, Transfer from 546,237 10.00 174.74 Cash 0.41 0.37 [●]
2019 Everstone
Capital Partners
II LLC
October 1, Transfer from 1,297,102 10.00 193.93 Cash 0.96 0.88 [●]
2019 Everstone
Capital Partners
II LLC
August 27, Buy-back (397,828) 10.00 152.70 Cash (0.30) (0.27) [●]
2021
November Allotment 325 10.00 N.A. Other than Negligible Negligible [●]
17, 2023 pursuant to cash
scheme of
amalgamation(8)
November Transfer from 8,782,026 10.00 N.A. Gift(9) 6.53 5.97 [●]
27, 2025 Komal
Aggarwal
December Transfer from 1 10.00 600.00 Cash Negligible Negligible [●]
1, 2025 Advika
Aggarwal
Education Trust
December Transfer from 1 10.00 600.00 Cash Negligible Negligible [●]
1, 2025 Malvika
Aggarwal
Education Trust
December Transfer from 94 10.00 N.A. Gift(10) Negligible Negligible [●]
4, 2025 Kanak Nand
Kishore
Aggarwal
Family Trust
Total 14,765,558 10.97 10.04 [●]
Komal Aggarwal
August 29, Allotment 2,136 100.00 N.A. Other than 0.02 0.01 [●]
2011 pursuant to cash
scheme of
amalgamation(1)
August 29, Bonus issue 14,952 100.00 N.A. N.A. 0.11 0.10 [●]
2011 pursuant to a
scheme of
amalgamation in
the ratio of 7:1(1)
March 3, Bonus issue in 2,563,200 10 N.A. N.A. 1.90 1.74 [●]
2014 the ratio of 15:1
November Allotment 30,619,899 10 N.A. Other than 22.75 20.83 [●]
20, 2017 pursuant to a cash
scheme of
amalgamation(11)
April 23, Transfer from 884,632 10.00 174.74 Cash 0.66 0.60 [●]
2019 Everstone
Capital Partners
II LLC
October 1, Transfer from 1,297,102 10.00 193.93 Cash 0.96 0.88 [●]
2019 Everstone
132Date of Nature of No. of Face Issue Nature of Percentage Percentage Percentage
allotment/ allotment/ equity value price / consideration of the pre- of the pre- of the
transfer/ transfer/ buy- shares of per transfer Offer Offer post-Offer
buy-back back allotted/ equity price/ Equity Equity Equity
transferred/ share buy- Share Share Share
bought (₹) back capital capital (on capital
back per (%) a fully (%)*
equity diluted
share basis)^
(₹) (%)
Capital Partners
II LLC
August 27, Buy-back (2,215,522) 10.00 152.70 Cash (1.65) (1.51) [●]
2021
November Transfer to Nand (17,124,951) 10.00 NA Gift(4) (12.73) (11.65) [●]
27, 2025 Kishore
Aggarwal
November Transfer to (8,782,026) 10.00 NA Gift(9) (6.53) (5.97) [●]
27, 2025 Ankur Aggarwal
Total 7,413,214 5.51 5.04 [●]
Ankur Aggarwal KNK Family Trust
November Transfer from 31,176,192 10.00 NA Gift(5) 23.17 21.21 [●]
27, 2025 Nand Kishore
Aggarwal
December Transfer from 17,124,951 10.00 NA Gift(5) 12.72 11.65 [●]
3, 2025 Nand Kishore
Aggarwal
Total 48,301,143 35.89 32.85 [●]
* Subject to finalization of Basis of Allotment.
^ Calculated on the basis of total Equity Shares of face value of ₹10 each held and such number of Equity Shares on a fully diluted basis, including
those which will result upon conversion of 30,000,000 outstanding CCDs into 12,448,810 Equity Shares of face value of ₹10 each in aggregate.
@ For details in relation to missing corporate records of our Company, see “Risk Factors – We are unable to trace some of our historical records.
We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future and that we will not be subject to any
penalty imposed by the competent regulatory authority in this regard.” on page 77.
(1) Equity shares were allotted, bonus Equity Shares were issued and allotted pursuant to a scheme of amalgamation of Crystal Phosphates Limited
with our Company approved by the High Court of Delhi pursuant to its order dated August 2, 2011 to the existing shareholders of Crystal
Phosphate Limited.
(2) Pursuant to a gift deed dated February 27, 2025, Nand Kishore Aggarwal transferred one Equity Share of face value of ₹10 each to Advika
Aggarwal Education Trust on March 6, 2025.
(3) Pursuant to a gift deed dated February 27, 2025, Nand Kishore Aggarwal transferred one Equity Share of face value of ₹10 each to Malvika
Aggarwal Education Trust on March 6, 2025.
(4) Pursuant to a gift deed dated November 26, 2025, Komal Aggarwal transferred 17,124,951 Equity Shares of face value of ₹10 each to Nand
Kishore Aggarwal on November 27, 2025.
(5) Pursuant to a gift deed dated November 26, 2025, Nand Kishore Aggarwal transferred 48,301,143 Equity Shares of face value of ₹10 each to
Ankur Aggarwal KNK Family Trust, 31,176,192 Equity Shares of face value of ₹10 each were transferred on November 27, 2025 and 17,124,951
Equity Shares of face value of ₹10 each were transferred on December 3, 2025.
(6) Pursuant to a gift deed dated November 26, 2025, Nand Kishore Aggarwal transferred 3,220,076 Equity Shares of face value of ₹10 each to
Komal Aggarwal KNK Family Trust on November 27, 2025.
(7) Pursuant to a gift deed dated November 26, 2025, Nand Kishore Aggarwal transferred 3,220,076 Equity Shares of face value of ₹10 each to Pooja
Bansal KNK Family Trust on November 27, 2025.
(8) Equity Shares were allotted pursuant to the Aviral Crop Science Arrangement Scheme. For further details, see “History and Certain Other
Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years – Scheme of demerger between our Company and Aviral Crop Science Private Limited” on page
365.
(9) Pursuant to a gift deed dated November 26, 2025, Komal Aggarwal transferred 8,782,026 Equity Shares of face value of ₹10 each to Ankur
Aggarwal on November 27, 2025.
(10) Pursuant to a gift deed dated November 26, 2025, Kanak Nand Kishore Aggarwal Family Trust transferred 94 Equity Shares of face value of ₹10
each to Ankur Aggarwal on December 4, 2025.
(11) Equity Shares were allotted pursuant to the Aviral Chemicals and Others Amalgamation Scheme. For further details, see “History and Certain
Other Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years – Scheme of amalgamation between our Company, Aviral Chemicals Private Limited, Jai Shree
Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini Bioseeds and Agritech Private Limited
and Rohini AgriSeeds Private Limited” on page 363.
1339. Shareholding of our Promoters and members of our Promoter Group
Set forth below is the shareholding of our Promoters and members of Promoter Group as on the date of this Draft Red
Herring Prospectus.
Name of Pre-Offer Post-Offer
Shareholder Number of Equity Number of Percentage of pre- Number of Percentage of
Shares of face value ₹10 Equity Offer equity share Equity post-Offer equity
each Shares on a capital (on a fully Shares of share capital
fully diluted diluted basis)^ (%) face value (%)*
basis ₹10 each
Promoters
Nand Kishore 49,893,309 49,893,309 33.94 [●] [●]
Aggarwal
Ankur Aggarwal 14,765,558 14,765,558 10.04 [●] [●]
Komal Aggarwal 7,413,214 7,413,214 5.04 [●] [●]
Ankur Aggarwal 48,301,143 48,301,143 32.85 [●] [●]
KNK Family Trust
Total (A) 120,373,224 120,373,224 81.87 [●] [●]
Promoter Group
Redson Retail and 650,275 650,275 0.44 [●] [●]
Reality Private
Limited
Komal Aggarwal 3,220,076 3,220,076 [●] [●]
2.19
KNK Family Trust
Pooja Bansal KNK 3,220,076 3,220,076 [●] [●]
2.19
Family Trust
Total (B) 7,090,427 7,090,427 4.82 [●] [●]
Total (A + B) 127,463,651 127,463,651 86.69 [●] [●]
*Subject to finalisation of Basis of Allotment.
^ Calculated on the basis of total Equity Shares of face value of ₹10 each held and such number of Equity Shares of face value of ₹10 each on a fully
diluted basis, including those which will result upon conversion of 30,000,000 outstanding CCDs.
10. Details of minimum Promoters’ Contribution and lock-in of Equity Shares held by our Promoter
Pursuant to Regulations 14 and 16(1)(a) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoter’s
contribution and locked-in for a period of 18 months or any other period as may be prescribed under applicable laws,
from the date of Allotment (“Promoter’s Contribution”) and the Equity Shares held by our Promoters in excess of
Promoters’ Contribution, shall be locked in for a period of six months, from the date of Allotment.
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-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have
agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution
from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such
other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR
Regulations.
The details of Equity Shares held by our Promoters, which will be locked-in for minimum Promoters’ contribution for
a period of 18 months, from the date of Allotment as Promoter’s Contribution are as set forth below:
Name of Number Number Date of Face Allotment/ Nature of % of the % of the Date up
the of Equity of Equity allotment/ value Acquisition transaction pre-Offer post- to which
Promoter Shares Shares transfer of per price per paid-up Offer the
held locked-in* Equity Equity Equity Share Equity paid-up Equity
Shares # Share (₹) Share capital Shares
(₹) capital (on (on a are
a fully fully subject to
diluted diluted lock in
basis)^ basis) *^
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
# Equity Shares were fully paid-up on the date of allotment/acquisition.
^ Calculated on a fully diluted basis.
134* Subject to finalisation of Basis of Allotment.
The Equity Shares being locked-in are not ineligible for computation of Promoters’ Contribution under Regulation 15
of the SEBI ICDR Regulations. For further details, see “– Notes to capital structure – History of build-up of the
Promoters’ shareholding in our Company” on page 130.
In this connection, we confirm the following:
(i) Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired during the three years
preceding the date of this Draft Red Herring Prospectus: (a) for consideration other than cash and revaluation
of assets or capitalisation of intangible assets; or (b) as a result of bonus shares during the immediately
preceding three years from the date of this Draft Red Herring Prospectus, issued by utilization of revaluation
reserves or unrealised profits or from bonus issue against Equity Shares which are otherwise in-eligible for
computation of Promoters’ Contribution;
(ii) the Promoters’ Contribution does not include any Equity Shares acquired during the one year preceding the
date of this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are being
offered to the public in the Offer;
(iii) our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm into a Company and hence, no Equity Shares have been issued in the one year immediately
preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or
limited liability partnership; and
(iv) the Equity Shares forming part of the Promoters’ contribution are not subject to any pledge or any other form
of encumbrance.
Further, all the Equity Shares held by the Promoters are held in dematerialized form.
11. Details of lock-in for remaining share capital
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our Company,
shall, unless otherwise permitted under the SEBI ICDR Regulations, be locked in for a period of six months from the
date of Allotment in the Offer in accordance with Regulation 17(c) of the SEBI ICDR Regulations, except for:
(i) Equity Shares allotted by our Company to eligible employees (or such persons as permitted under the SEBI
SBEB & SE Regulations), whether currently an employee or not and including the legal heirs or nominees
of any deceased employees or ex-employees, under an employee stock option prior to the Offer; and
(ii) The Equity Shares which are successfully Allotted as part of the Fresh Issue (except the Equity Shares
Allotted to Anchor Investors which shall be locked in, in the manner as stated in “- Lock-in of Equity
Shares Allotted to Anchor Investors” below);
(iii) the Offered Shares successfully transferred by the Selling Shareholders pursuant to the Offer for Sale; and
(iv) the Equity Shares held by VCFs or Category I AIF or Category II AIF or FVCI, subject to certain conditions
set out in Regulation 17 of the SEBI ICDR Regulations, provided that such Equity Shares will be locked-
in for a period of at least six months from the date of purchase by the VCFs or Category I AIF or Category
II AIF or FVCI.
12. 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 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in
as per Regulation 16 of the SEBI ICDR Regulations: (a) as Promoters’ Contribution, may be pledged only with scheduled
commercial banks or public financial institutions or systemically important non-banking finance companies or deposit
taking housing finance companies as collateral security for loans granted by such entity, provided that such loan has
been granted for the purpose of financing one or more of the objects of the Offer, and pledge of the Equity Shares is one
of the terms of the sanctioned loan; and (b) in excess of the Promoters’ Contribution, may be pledged only with scheduled
135commercial banks or public financial institutions or systemically important non-banking finance companies or deposit
taking housing finance companies as collateral security for loans granted by such entity, provided that pledge of the
Equity Shares is one of the terms of the sanctioned loan. 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 Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in,
may be transferred to members of the Promoter Group or to any new promoter, subject to continuation of lock-in in the
hands of the transferees for the remaining period and compliance with provisions of the Takeover Regulations, as
applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR
Regulations has expired. The Equity Shares held by persons other than our Promoters and locked-in for a period of six
months from the date of Allotment in the Offer or any other period as may be prescribed under applicable law, may be
transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the lock-in the
hands of the transferee for the remaining period and compliance with the provisions of the Takeover Regulations.
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
90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors in the
Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
14. Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters, the
members of our Promoter Group and/or our Directors and their relatives during the last six months
Except as disclosed in “Notes to Capital Structure – Share capital history of our Company – History of build-up of
Promoters’ shareholding in our Company” and “Notes to Capital Structure – Secondary transactions of specified
securities” on pages 130 and 122 respectively, none of our Promoters, members of our Promoter Group, our Directors
or their relatives have sold or purchased any Equity Shares of our Company during the six months preceding the date of
this Draft Red Herring Prospectus.
[The remainder of this page intentionally left blank]
13615. Our shareholding pattern
The shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus is as set forth below:
Categor Category of the No. of No. of No. of No. of Total No. Shareholding No. of Voting No. of Total No. of Shareholding Number of Number of Non-Disposal Other Total Number Number of
y (I) Shareholder (II) Shareholders fully partly Equity Equity as a % of Rights held in Equity Equity as a % locked in Equity Shares Undertaking (XV) encumbrances, if of Equity Equity Shares
(III) paid paid- Shares Shares total no. of each class of Shares Shares on assuming full Equity Shares pledged (XIV) any (XVI) Shares held in
up up underlying held (VII) Equity securities (IX) underlying fully diluted conversion of (XIII) encumbered dematerialized
Equity Equity Depository = Shares outstanding basis convertible (XVII) = form (XVIII)
Shares Shares Receipts (IV)+(V)+ (calculated as convertible (including securities (as (XIV)+(XV)+(X
held held (VI) (VI) per SCRR, securities warrants, a % of VI)
(IV) (V) 1957) As a % No. of Total (including ESOP, diluted share No. As a No. As a % No. As a % No. As a % of No. (a) As a % of total
of (A+B+C2) Voting as a warrants, Convertible capital) (a) % of (a) of total (a) of total (a) total Equity Shares
(VIII) Rights % of ESOP etc.) Securities (XII)=(VII)+ total Equity Equity Equity held (b)
(X) total (X)^ etc.) (X) as a % of Equity Shares Shares Shares
voting (XI)=(VII) (A+B+C2) Shares held (b) held (b) held (b)
rights + (X) held
(b)
Total
(A) Promoter & 7 127,46 - - 127,463,6 94.72 127,46 94.72 - 127,463,651 86.69 - - - - - - - - - - 127,463,651
Promoter Group 3,651 51 3,651
(B) Public - - - - - - - - 12,448,810 12,448,810 8.48* - - - - - - - - - -
(C) Non-Promoter-Non - - - - - - - - - - - - - - - - - - - - - -
Public
(1) Shares underlying - - - - - - - - - - - - - - - - - - - - - -
Custodian/Depository
Receipts
(2) Shares held by 1 7,106, - - 7,106,260 5.28 7,106, 5.28 - 7,106,260 4.83 - - - - - - - - - - 7,106,260
Employee Trust 260 260
Total (A)+(B)+(C) 8 134,56 - - 134,569,9 100.00 134,56 100.0 12,448,810 147,018,721 100.00 - - - - - - - - - - 134,569,911
9,911 11 9,911 0
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon conversion of 30,000,000 outstanding CCDs.
^As on the date of this Draft Red Herring Prospectus, there are 30,000,000 CCDs (11,250,000 CCDs held by IFC and 18,750,000 CCDs held by IFC Emerging Fund, which shall be converted into 4,668,285 Equity Shares and 7,780,525 Equity
Shares, respectively), pursuant to a conversion ratio of 0.415 Equity Share of face value ₹10 each against 1 CCD of ₹100 each, prior to the filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR
Regulations. Consequently, IFC and IFC Emerging Fund shall be additional shareholders at the time of filing the Red Herring Prospectus with RoC.
137As on the date of this Draft Red Herring Prospectus, our Company has eight Shareholders holding Equity Shares
of our Company.
16. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company
Except as set forth below, none of our Directors, Key Managerial Personnel or Senior Management hold any
Equity Shares as on the date of this Draft Red Herring Prospectus:
Name Number of Equity Shares of face Percentage of pre-Offer share
value ₹10 each capital (on a fully diluted basis)^ (%)
Ankur Aggarwal 14,765,558 10.04
Total 14,765,558 10.04
^ Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will
result upon conversion of 30,000,000 outstanding CCDs.
17. Details of shareholding of the major shareholders of our Company
Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital
of our Company as on the date of this Draft Red Herring Prospectus.
S. Name of Shareholder Number of Number of Equity Percentage of pre-Offer
No. Equity Shares Shares of face value share capital (on a fully
of face value of ₹10 each on a diluted basis)^(%)
₹10 each fully diluted basis
1. Nand Kishore Aggarwal 49,893,309 49,893,309 33.94
2. Ankur Aggarwal KNK Family 48,301,143 48,301,143 32.85
Trust
3. Ankur Aggarwal 14,765,558 14,765,558 10.04
4. IFC Emerging Asia Fund, LP Nil 7,780,525 5.29
5. Komal Aggarwal 7,413,214 7,413,214 5.04
6. Crystal Crop Protection Employees 7,106,260 7,106,260 4.83
Welfare Trust
7. International Finance Corporation Nil 4,668,285 3.18
8. Komal Aggarwal KNK Family 3,220,076 3,220,076 2.19
Trust
9. Pooja Bansal KNK Family Trust 3,220,076 3,220,076 2.19
Total 133,919,636 146,368,446 99.56
^ Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will
result upon conversion of 30,000,000 outstanding CCDs.
Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital
of our Company as of 10 days prior to the date of this Draft Red Herring Prospectus.
S. Name of Shareholder Number of Number of Equity Percentage of pre-
No. Equity Shares of Shares of face value of Offer share capital
face value ₹10 ₹10 each on a fully (on a fully diluted
each diluted basis basis)^(%)
1. Nand Kishore Aggarwal 49,893,309 49,893,309 33.94
2. Ankur Aggarwal KNK Family Trust 48,301,143 48,301,143 32.85
3. Ankur Aggarwal 14,765,558 14,765,558 10.04
4. IFC Emerging Asia Fund, LP Nil 7,780,525 5.29
5. Komal Aggarwal 7,413,214 7,413,214 5.04
6. Crystal Crop Protection Employees 7,106,260 7,106,260 4.83
Welfare Trust
7. International Finance Corporation Nil 4,668,285 3.18
8. Komal Aggarwal KNK Family Trust 3,220,076 3,220,076 2.19
9. Pooja Bansal KNK Family Trust 3,220,076 3,220,076 2.19
Total 133,919,636 146,368,446 99.56
^ Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will
result upon conversion of 30,000,000 outstanding CCDs.
Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital
of our Company as of one year prior to the date of this Draft Red Herring Prospectus.
138S. Name of Shareholder Number of Number of Equity Percentage of pre-
No. Equity Shares of Shares of face value of Offer share capital
face value ₹10 ₹10 each on a fully (on a fully diluted
each diluted basis basis)^(%)
1. Nand Kishore Aggarwal 78,578,992 78,578,992 53.45
2. Komal Aggarwal 33,320,191 33,320,191 22.66
3. Nand Kishore Aggarwal (HUF) 8,930,663 8,930,663 6.07
4. IFC Emerging Asia Fund, LP - 7,780,525 5.29
5. Crystal Crop Protection Employees 7,106,260 7,106,260 4.83
Welfare Trust
6. Ankur Aggarwal 5,983,436 5,983,436 4.07
7. International Finance Corporation - 4,668,285 3.18
Total 133,919,542 146,368,352 99.56
^ Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will
result upon conversion of 30,000,000 outstanding CCDs.
Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and paid-up share capital
of our Company as of two years prior to the date of this Draft Red Herring Prospectus.
S. Name of Shareholder Number of Number of Equity Percentage of pre-
No. Equity Shares of Shares of face value of Offer share capital
face value ₹10 ₹10 each on a fully (on a fully diluted
each diluted basis basis)^(%)
1. Nand Kishore Aggarwal 78,578,992 78,578,992 53.45
2. Komal Aggarwal 33,320,191 33,320,191 22.66
3. Nand Kishore Aggarwal (HUF) 8,930,663 8,930,663 6.07
4. IFC Emerging Asia Fund, LP - 77,80,525 5.29
5. Crystal Crop Protection Employees 7,106,260 7,106,260 4.83
Welfare Trust
6. Ankur Aggarwal 5,983,436 5,983,436 4.07
7. International Finance Corporation - 46,68,285 3.18
Total 133,919,542 146,368,352 99.56
^ Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will
result upon conversion of 30,000,000 outstanding CCDs.
18. Employee stock option schemes of our Company
As on the date of this Draft Red Herring Prospectus, our Company has adopted the Crystal Crop Protection Private
Limited – Employee Stock Ownership Plan 2011 and Crystal Crop Protection Limited – Employee Stock Option
Plan 2018 (“ESOP Schemes”). The options granted under the ESOP Schemes have been granted only to the
employees of our Company and our Subsidiaries. The ESOP Schemes are in compliance with the SEBI SBEB &
SE Regulations and other applicable laws, as certified by Shashank Pashine & Associates, practising company
secretary, bearing firm registration number 001113N/N500079, pursuant to their certificate dated December 17,
2025. All grants of options under the ESOP Schemes are in compliance with the Companies Act, 2013.
Set forth below are the particulars of the ESOP Schemes, including options granted during the relevant financial
periods indicated therein, and as on the date of this Draft Red Herring Prospectus.
Particulars Total
Options granted 1,000,166
Options vested (excluding options that have been exercised) 261,043
Options exercised Nil
Vesting period ESOP 2011: Graded vesting of 20% every year
from grant date
ESOP 2018:
Tranch-1:Loyalty Grants
50% of options granted after one year from
grant date
50% of options granted after two years from
grant date
Tranch-1: Other Grants
139Particulars Total
10%, 20%, 30% and 40% after first year,
second year, third year and fourth year from
grant date respectively.
Tranch-2: Other Grants:
Graded vesting of 25% every year from grant
date the vesting parameters will be 40% of time
based, 30% of option on Company performance
and 30% of option on individual performance.
Tranch-3: Other Grants:
Graded vesting of 25% every year from grant
date, the vesting parameters will be 40% of
time based, 30% of option on Company
performance and 30% of option on individual
performance.
Total number of Equity Shares that would arise as a result of full exercise 457,247
of options granted (net of cancelled options)
Options forfeited/lapsed/cancelled 542,919
Variation in terms of options ESOP 2011: Clause 4.16 and Clause 14.1 were
amended through the resolution of our Board
on June 29, 2021.
ESOP 2018: Tranche 1: Clauses 3.2 and 8.2(a)
were amended through the resolution of the
Nomination and Remuneration Committee
meeting dated May 30, 2023 and February 15,
2024, respectively.
Money realised by exercise of options Nil
Total number of options in force 457,247
The following are details of our ESOP Schemes:
(i) Crystal Crop Protection Private Limited – Employee Stock Ownership Plan 2011
Crystal Crop Protection Private Limited – Employee Stock Ownership Plan 2011 (“ESOP 2011”), was approved
pursuant to the resolutions passed by our Board and our Shareholders, dated November 14, 2011, and November
22, 2011, respectively, as amended by Board resolution dated November 28, 2014, February 16, 2018 and
December 12, 2025, and Shareholders’ resolution dated December 17, 2014, February 16, 2018 and December
17, 2025.
The maximum number of options which may be issued pursuant to the ESOP 2011 is 45,951, which may result
in the issuance of a maximum of 45,951 Equity Shares of face value of ₹ 10 each of our Company.
Set forth below are the particulars of the ESOP 2011, including options granted during the relevant financial
periods indicated therein, and as on the date of this Draft Red Herring Prospectus.
Particulars Total
Options granted 235,925
Options vested (excluding options that have been exercised) 45,951
Options exercised Nil
Vesting period Graded vesting of 20% every year from grant
date
Total number of Equity Shares that would arise as a result of full exercise 45,951
of options granted (net of cancelled options)
Options forfeited/lapsed/cancelled 189,974
Variation in terms of options Clause 4.16 and Clause 14.1 were amended in
Board Meeting held on June 29, 2021
Money realised by exercise of options Nil
Total number of options in force 45,951
140Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date September 30,
of this Draft Red 2025
Herring
Prospectus
Total options outstanding 45,951 45,951 45,951 45,951 45,951
(including vested and
unvested options) as at the
beginning of the period
Options granted Nil Nil Nil Nil Nil
Options vested (excluding 45,951 45,951 45,951 45,951 45,951
options that have been
exercised)
Options exercised Nil Nil Nil Nil Nil
Options forfeited/ lapsed/ Nil Nil Nil Nil Nil
cancelled
Options outstanding (total of 45,951 45,951 45,951 45,951 45,951
vested, unvested options)
Exercise price of options – ₹ 65.29 per option ₹ 65.29 per ₹ 65.29 per ₹ 65.29 per ₹ 65.29 per
weighted average exercise option option option option
price per option (in ₹)
Total no. of Equity Shares of 45,951 45,951 45,951 45,951 45,951
face value of ₹10 each that
would arise as a result of full
exercise of options granted
(net of forfeited/ lapsed/
cancelled options)
Variation in terms of options Not Applicable Not Applicable Not Not Not
Applicable Applicable Applicable
Money realised by exercise Nil Nil Nil Nil Nil
of options
Total no. of options in force 45,951 45,951 45,951 45,951 45,951
(vested and unvested
options)
Employee wise details of options granted to:
(i) Key Managerial Not Not Not Not Not
Personnel and members of Applicable Applicable Applicable Applicable Applicable
the Senior Management
(ii) Any other employee who Not Not Not Not Not
received a grant in any one Applicable Applicable Applicable Applicable Applicable
year of options amounting to
5% or more of the options
granted during the year
(iii) Identified employees Not Not Not Not Not
who are granted options, Applicable Applicable Applicable Applicable Applicable
during any one year equal to
or exceeding 1% of the
issued capital (excluding
outstanding warrants and
conversions) of our
Company at the time of
grant
Fully diluted EPS on a pre- Since all the shares are issued to the trust on a fully diluted basis, thus no change is
Offer basis pursuant to the a pplicable.
issue of Equity Shares on
exercise of options
calculated in accordance
with the applicable
accounting standard on
‘Earnings Per Share’ (in ₹)
for continuing and
discontinued operations
Difference between Not applicable - fair valuation done as per binomial and black scholes option pricing model
employee compensation
cost calculated using the
141Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date September 30,
of this Draft Red 2025
Herring
Prospectus
intrinsic value of stock
options and the employee
compensation cost that shall
have been recognised if the
Company had used fair
value of options and impact
of this difference on profits
and EPS of the Company
Description of the pricing The fair value at grant date is determined using the black scholes model which takes into
formula and the method and account the exercise price, the term of the option, the share price at grant date and expected
significant assumptions used price volatility of the underlying share, the expected dividend yield and the risk-free interest
during the year to estimate rate for the term of the option.
the fair values of options,
including weighted-average The inputs in the measurement of fair value are as follows:
information, namely, risk-
free interest rate, expected Expected volatility: 30.63% - 54.52%
life, expected volatility, Risk free interest rate: 7.62% - 7.67%
expected dividends and the Exercise price (in ₹): 65.29
price of the underlying share Expected dividend: 0.00% - 0.05%
in market at the time of grant Expected life: 5.50 years
of the option
Impact on profits and EPS of Not applicable, since our Company already follows the accounting policies specified in
the last three years if the Regulation 15 of the SEBI SBEB & SE Regulations i.e. as per Indian Accounting Standards.
Company had followed the
accounting policies
specified in the SEBI SBEB
& SE Regulations in respect
of options granted in the last
three years
Intention of the Key As on the date of this DRHP, key managerial personnel, senior management or whole-time
Managerial Personnel, director do not hold any equity shares and have not expressed their intention to sell their
members of the Senior Equity Shares that are allotted on exercise of options granted under an employee stock
Management and whole- option scheme within three months after the listing of Equity Shares in the Offer. Hence not
time directors who are applicable.
holders of Equity Shares
allotted on exercise of
options granted under an
employee stock option
scheme or allotted under an
employee stock purchase
scheme, to sell their Equity
Shares within three months
after the date of listing of the
Equity Shares in the Offer
(aggregate number of Equity
Shares intended to be sold
by the holders of options), if
any
Intention to sell Equity Not applicable
Shares arising out of an
employee stock option
scheme or allotted under an
employee stock purchase
scheme within three months
after the date of listing, by
Directors, Key Managerial
Personnel, members of the
Senior Management and
employees having Equity
Shares issued under an
employee stock option
142Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date September 30,
of this Draft Red 2025
Herring
Prospectus
scheme or employee stock
purchase scheme amounting
to more than one per cent. of
the issued capital (excluding
outstanding warrants and
conversions) of the
Company.
(i) Crystal Crop Protection Limited – Employee Stock Option Plan 2018
The Crystal Crop Protection Limited – Employee Stock Option Plan 2018 (“ESOP 2018”), was approved pursuant
to the resolutions passed by our Board and our Shareholders, each dated February 16, 2018, as amended by Board
and Nomination & Remuneration Committee resolution, each dated May 30, 2023, and subsequently by Board
resolution dated December 12, 2025 and Shareholders’ resolution dated December 17, 2025.
The maximum number of options which may be issued pursuant to the ESOP 2018 is 7,026,270, which may result
in the issuance of a maximum of 7,026,270 Equity Shares of face value of ₹ 10 each of our Company.
Set forth below are the particulars of the ESOP Schemes, including options granted during the relevant financial
periods indicated therein, and as on the date of this Draft Red Herring Prospectus.
Particulars Total
Options granted 764,241
Options vested (excluding options that have been exercised) 215,092
Options exercised Nil
Vesting period Tranch-1: Loyalty Grants
50% of options granted after one year from grant date
50% of options granted after two years from grant date
Tranch-1: Other Grants
10%, 20%, 30% and 40% after first year, second year, third
year and fourth year from grant date respectively.
Tranch-2: Other grants:
Graded vesting of 25% every year from grant date the vesting
parameters will be 40% of time based, 30% of option on our
Company’s performance and 30% of option on individual
performance.
Tranch-3: Other grants:
Graded vesting of 25% every year from grant date the vesting
parameters will be 40% of time based, 30% of option on
Company performance and 30% of option on individual
performance.
Total number of Equity Shares that would arise as a result of 411,296
full exercise of options granted (net of cancelled options)*
Options forfeited/lapsed/cancelled 352,945
Variation in terms of options Tranche 1 :- Clause 3.2 was amended in Nomination and
Remuneration Committee meeting held on May 30, 2023 and
clause 8.2(a) in the meeting held on February 15, 2024
Money realised by exercise of options Nil
Total number of options in force 411,296
Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date of September
the Draft Red 30, 2025
Herring
Prospectus
Total options outstanding 266,191 273,878 361,768 228,066 302,160
(including vested and
143Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date of September
the Draft Red 30, 2025
Herring
Prospectus
unvested options) as at the
beginning of the period
Options granted 1,45,105 Nil Nil 145,215 Nil
Options vested (excluding 215,092 189,542 191,464 216,553 228,066
options that have been
exercised)
Options exercised Nil Nil Nil Nil Nil
Options forfeited/ lapsed/ Nil 7,687 87,890 11,513 74,094
cancelled
Options outstanding (total of 411,296 266,191 273,878 361,768 228,066
vested, unvested options)
Exercise price of options – 25% discount over ₹ 106.31 to ₹ ₹ 106.31 to ₹ ₹ 106.31 to ₹ ₹ 106.31
weighted average exercise listing price 191.60 191.60 191.60
price per option (in ₹)
Total no. of Equity Shares of 411,296 266,191 273,878 361,768 228,066
face value of ₹10 each that
would arise as a result of full
exercise of options granted
(net of forfeited/ lapsed/
cancelled options)
Variation in terms of options Not Applicable Not Not Tranche 1: Not
Applicable Applicable Clause 3.2 was Applicable
amended in
NRC meeting
held on May
30, 2023 and
clause 8.2(a)
in the meeting
held on Feb
15, 2024
Money realised by exercise of Nil Nil Nil Nil Nil
options
Total no. of options in force 411,296 266,191 273,878 361,768 228,066
(vested and unvested options)
Employee wise details of options granted to:
(i) Key Managerial Personnel Key Managerial Personnel:
and members of the Senior
Management Name of For the period Six months Fiscal Fiscal Fiscal
Employee from October 1, ended 2025 2024 2023
2025 till the date September
of this Draft Red 30, 2025
Herring
Prospectus
Anil Jain 17,542 Nil Nil 19,608 Nil
Kavishwar 9,373 Nil Nil Nil Nil
Vitthalrao Kalambe
Nitin Agarwal 13,206 Nil Nil 7,898 Nil
Total 40,121 Nil Nil 27,506 Nil
Senior Management Personnel:
Name of For the period Six months Fiscal Fiscal Fiscal
Employee from October ended 2025 2024 2023
1, 2025 till the September
date of this 30, 2025
Draft Red
Herring
Prospectus
Abhishek Kumar 8,900 Nil Nil Nil
Khandelwal 10,217
144Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date of September
the Draft Red 30, 2025
Herring
Prospectus
Anil Nirwal 24,656 Nil Nil Nil
16,461
Sarjiwan Singh 11,153 Nil Nil Nil
Manhas 13,667
Satyender Singh 39,225 Nil Nil Nil
34,348
Sohit Satyawali 21,050 Nil Nil Nil Nil
Total 104,984 Nil Nil 74,693 Nil
(ii) Any other employee who
received a grant in any one
year of options amounting to Not applicable
5% or more of the options
granted during the year
(iii) Identified employees who
are granted options, during
any one year equal to or
exceeding 1% of the issued
Not applicable
capital (excluding outstanding
warrants and conversions) of
our Company at the time of
grant
Fully diluted EPS on a pre- Since all the shares are issued to the trust on a fully diluted basis, thus no change is
Offer basis pursuant to the a pplicable.
issue of Equity Shares on
exercise of options calculated
in accordance with the
applicable accounting
standard on ‘Earnings Per
Share’ (in ₹) for continuing
and discontinued operations
Difference between employee Not applicable - fair valuation done as per binomial and black scholes option pricing
compensation cost calculated model
using the intrinsic value of
stock options and the
employee compensation cost
that shall have been
recognised if the Company
had used fair value of options
and impact of this difference
on profits and EPS of the
Company
Description of the pricing The fair value at Tranche 1: The fair value at grant date is The fair
formula and the method and grant date is determined using the Binomial Option Pricing value at grant
significant assumptions used determined using Model which takes into account the exercise date is
during the year to estimate the the Monte Carlo price, the term of the option, the share price at determined
fair values of options, Simulations. The grant date and expected price volatility of the using the
including weighted-average inputs in the underlying share and the risk-free interest rate for Binomial
information, namely, risk-free valuation have been the term of the option. The inputs Option
interest rate, expected life, as follows: in the measurement of fair value are as follows: Pricing
expected volatility, expected Expected Expected volatility: 37.53% Model which
dividends and the price of the Volatility: 35.28% Risk free interest rate: 7.43% takes into
underlying share in market at to 40.89% Share price as on date of grant (in ₹): 126.43 account the
the time of grant of the option Risk Free Rate Fair value as on date of grant (in ₹): 20.12 exercise
(Forward): 5.78% Exercise price (in ₹): 106.31 price, the
to 6.62% Maximum life: 5.00 term of the
Share price: ₹ option, the
252.30 Tranche 2: The fair value at grant date is share price at
Fair Value: ₹ determined using the Black Scholes Model which grant date
145Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date of September
the Draft Red 30, 2025
Herring
Prospectus
157.65 takes into account the and expected
Exercise Price: exercise price, the term of the option, the share price
25% discount on price at grant date and expected price volatility of volatility of
listing price the underlying share, the expected dividend yield the
Maximum Life: and the risk-free interest rate for the term of the underlying
4.50 option. The inputs in the measurement of fair share and the
value are as follows: risk free
Expected volatility: 30.60% - 32.60% interest rate
Risk free interest rate: 7.09% - 7.15% for the term
Share price as on date of grant (in ₹): 213.30 of the option.
Fair value as on date of grant (in ₹): 65.9 - The inputs in
84.90 the
Exercise price (in ₹): 191.60 measurement
Expected dividend: 2.34% of fair value
Expected life: 3.5- 6.5 years. are as
follows:
Expected
volatility:
37.53%
Risk free
interest
rate: 7.43%
Share Price
₹: 126.43
Exercise
price (in ₹)
106.31
Maximum
life 5.00
years
Impact on profits and EPS of Not applicable, since the Company is already following the accounting policies specified
the last three years if the in Regulation 15 of the SEBI SBEB & SE Regulations i.e. as per Indian Accounting
Company had followed the Standards.
accounting policies specified
in the SEBI SBEB & SE
Regulations in respect of
options granted in the last
three years
Intention of the Key As on the date of this DRHP, no Key Managerial Personnel, Senior Management or
Managerial Personnel, Whole-time Director has expressed their intention to sell their Equity Shares that are
members of the Senior allotted on exercise of options granted under an employee stock option scheme within
Management and whole-time three months after the listing of Equity Shares in the Offer. Hence, not applicable.
directors who are holders of
Equity Shares allotted on
exercise of options granted
under an employee stock
option scheme or allotted
under an employee stock
purchase scheme, to sell their
Equity Shares within three
months after the date of listing
of the Equity Shares in the
Offer (aggregate number of
Equity Shares intended to be
sold by the holders of options),
if any
Intention to sell Equity Shares Not applicable
arising out of an employee
stock option scheme or
allotted under an employee
stock purchase scheme within
146Particulars For the period Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
from October 1, ended
2025 till the date of September
the Draft Red 30, 2025
Herring
Prospectus
three months after the date of
listing, by Directors, Key
Managerial Personnel,
members of the Senior
Management and employees
having Equity Shares issued
under an employee stock
option scheme or employee
stock purchase scheme
amounting to more than one
per cent. of the issued capital
(excluding outstanding
warrants and conversions) of
the Company.
19. The BRLMs and their respective associates (as defined under the SEBI Merchant Bankers Regulations) do
not hold any Equity Shares as on the date of this Draft Red Herring Prospectus. The BRLMs and their
respective associates may engage in transactions with, and perform services for our Company, the Selling
Shareholders and their respective affiliates or associates 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
or the Selling Shareholders or their respective affiliates or associates for which they may have received, and
may in future receive compensation.
20. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors, and any of their relatives (as defined under the Companies Act, 2013) have financed the purchase
by any other person of securities of our Company during a period of six months immediately preceding the
date of this Draft Red Herring Prospectus.
21. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase
of specified securities of our Company.
22. No person connected with the Offer, including our Company, the Selling Shareholders, the members of the
Syndicate, or our Directors, 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 Offer.
23. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft
Red Herring Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully
paid-up at the time of Allotment.
24. Except for the 30,000,000 CCDs issued by our Company which shall be converted into 12,448,810 Equity
Shares and employee stock options granted pursuant to the ESOP Schemes, there are no outstanding warrants,
stock appreciation rights, options or rights to convert debentures, loans or other instruments into, or which
would entitle any person any option to receive Equity Shares of our Company, as on the date of this Draft
Red Herring Prospectus.
25. Except for the Allotment of Equity Shares pursuant to: (i) the Pre-IPO Placement; (ii) the Fresh Issue; (iii)
issuance of the Equity Shares upon conversion of the CCDs; and (iv) exercise of employee stock options
granted pursuant to the ESOP Schemes, there will be no further issue of specified securities 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 Draft Red Herring Prospectus with SEBI until the Equity Shares
have been listed on the Stock Exchanges or all application monies have been refunded, as the case may be.
26. Except for the Allotment of Equity Shares pursuant to: (i) the Fresh Issue; and (ii) exercise of employee stock
options granted pursuant to the ESOP Schemes, our Company presently does not intend or propose and is not
under negotiations or considerations to alter its capital structure for a period of six months from the Bid/Offer
Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity
147Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares)
whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further
public issue of Equity Shares or qualified institutions placements or otherwise.
27. The BRLMs, and any person related to the BRLMs cannot apply in the Offer under the Anchor Investor
Portion, except for Mutual Funds sponsored by entities which are associate of the BRLMs, or insurance
companies promoted by entities which are associates of the BRLMs, or AIFs sponsored by entities which are
associates of the BRLMs, or an FPI (other than individuals, corporate bodies and family offices) which are
associates of the BRLMs or pension funds 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 sponsored by entities which are associates of the BRLMs.
28. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise
permitted by law.
29. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from
time to time. The issuance of securities by our Company, since incorporation of our Company until the date
of this Draft Red Herring Prospectus, had been undertaken in accordance with the provisions of the
Companies Act, 2013, to the extent applicable.
30. All transactions in specified securities by our Promoters and members of our Promoter Group between the
date of filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the
Stock Exchanges within 24 hours of such transaction.
31. Our Company shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges,
within 24 hours of such Pre-IPO Placement (in part or entirety).
148OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of [●] Equity Shares, aggregating up to ₹ 6,000.00 million by our Company
and an Offer for Sale of up to 7,405,387 Equity Shares aggregating to ₹ [●] million by the Selling Shareholders.
See “Offer Document Summary – Offer Size” and “The Offer” on pages 21 and 99, respectively.
Offer for Sale
Each of the Selling Shareholders will be entitled to its respective portion of the proceeds of the Offer for Sale after
deducting its proportion of the Offer expenses and relevant taxes thereon. Our Company will not receive any
proceeds from the Offer for Sale. The proceeds of the Offer for Sale will be received by the Selling Shareholders
and will not form part of the Net Proceeds. See “- Offer related expenses”, “The Offer”, and “Other Regulatory
and Statutory Disclosures” on pages 165, 99 and 607, respectively.
Object of the Fresh Issue
Our Company proposes to utilize the Net Proceeds towards funding the following objects (together, the
“Objects”):
1. repayment/pre-payment, in full or part, of certain borrowings availed by our Company;
2. investment in our Material Subsidiary namely Saffire Crop Science Private Limited for repayment/ pre-
payment, in full or in part, of all or a portion of certain of its outstanding borrowings; and
3. funding inorganic growth through unidentified acquisitions and strategic initiatives and general corporate
purposes.
In addition, we expect to achieve the benefit of listing of the Equity Shares on the Stock Exchanges, enhancement
of our Company’s visibility and brand name amongst our existing and potential customers and creation of a public
market for the Equity Shares in India.
The main objects clause and matters necessary for furtherance of the main objects clause as set out in the
Memorandum of Association enables our Company: (i) to undertake our existing business activities; (ii) to
undertake the proposed activities for which the funds are being raised by us pursuant to the Fresh Issue and (iii)
to undertake activities towards which the loans proposed to be repaid/prepaid from the Net Proceeds were utilized.
Net Proceeds
After deducting the Offer-related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh
Issue to be ₹ [●] million (“Net Proceeds”). The details of the Net Proceeds are summarized in the table below:
Sr. No Particulars Estimated Amount
1. Gross Proceeds of the Fresh Issue* Up to ₹6,000.00 million(1)
2. Less: Offer related expenses in relation to the Fresh Issue ₹[●] million(2)(3)
3. Net Proceeds ₹[●] million(1)(3)
(1) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount
aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO
Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus. Our Company
shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of such Pre-IPO Placement
(in part or entirety).
(2) See “– Offer Related Expenses” on page 165.
(3) To be determined after finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC.
*Subject to full subscription of the Fresh Issue component.
149Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilised in accordance with the details provided in the table below.
Sr. No Particulars Amount (in ₹ Percentage of Net
million)(1) Proceeds (%)(2)
(i) Repayment/pre-payment, in full or part, of certain borrowings 4,228.61 [●]
availed by our Company
(ii) Investment in our Material Subsidiary namely Saffire Crop 426.98 [●]
Science Private Limited for repayment/ pre-payment, in full
or in part, of all or a portion of certain of its outstanding
borrowings
(iii) Funding inorganic growth through unidentified acquisitions [●] [●]
and strategic initiatives and general corporate purposes(2)(3)
Total Net Proceeds(1)(2) [●] 100.00
(1)Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount
aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO
Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus. Our Company
shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of such Pre-IPO Placement
(in part or entirety).
(2)To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(3) The cumulative amount to be utilized towards inorganic growth through unidentified acquisition and other strategic initiatives and general
corporate purposes shall not exceed 35% of the Gross Proceeds. The amount to be utilised for each of (i) funding inorganic growth through
unidentified acquisitions, or (ii) general corporate purposes will not exceed 25% of the Gross Proceeds.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below.
(₹ in million)
Amount to be deployed
S. Amount to be funded from
Particulars from the Net Proceeds in
No Net Proceeds
Financial Year 2027
1. Repayment/pre-payment, in full or part, of certain 4,228.61 4,228.61
borrowings availed by our Company
2. Investment in our Material Subsidiary namely 426.98 426.98
Saffire Crop Science Private Limited for
repayment/ pre-payment, in full or in part, of all or
a portion of certain of its outstanding borrowings
3. Funding inorganic growth through unidentified [●] [●]
acquisitions and strategic initiatives and general
corporate purposes(1)*
Total Net Proceeds*# [●] [●]
(1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
* The cumulative amount to be utilized towards inorganic growth through unidentified acquisition and other strategic initiatives and general
corporate purposes shall not exceed 35% of the Gross Proceeds. The amount to be utilised for each of (i) funding inorganic growth through
unidentified acquisitions, or (ii) general corporate purposes will not exceed 25% of the Gross Proceeds.
# Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain investors for an amount
aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing of the Red Herring Prospectus with the RoC. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO
Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus. Our Company
shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges, within 24 hours of such Pre-IPO Placement
(in part or entirety).
150The above-stated fund requirements, proposed deployment of the funds and the intended use of the Net Proceeds
as described in this Draft Red Herring Prospectus are based on our current business plan and internal management
estimates as per our business plan based on current market conditions and other external commercial and technical
factors including interest rates, exchange rate fluctuations and other charges and the terms of the facility documents
for borrowings which are subject to change from time to time. However, such fund requirements and deployment
of funds have not been appraised by any bank, financial institution or any other independent agency. See “Risk
Factors – Our funding requirements and proposed deployment of the Net Proceeds of the Offer have not been
appraised by a bank or a financial institution or any external agency and if there are any delays or cost overruns,
our business, results of operations, financial condition, and cash flows could be adversely affected. Further,
any variation in the trading volume and market price of the Equity Shares may be volatile following the Offer
utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain
compliance requirements, including prior Shareholders' approval” on page 93. We may have to revise our
funding requirements and deployment on account of a variety of factors such as our financial and market condition,
our business and growth strategies, competitive landscape, general factors affecting our results of operations,
financial condition and access to capital and other external factors such as changes in the business environment or
regulatory climate and interest or exchange rate fluctuations, which may not be within the control of our
management. This may entail rescheduling the proposed utilisation of the Net Proceeds and changing the proposed
deployment of funds from at the discretion of our management, subject to compliance with applicable law. See
“Risk Factors - Our funding requirements and proposed deployment of the Net Proceeds of the Offer have not
been appraised by a bank or a financial institution or any external agency and if there are any delays or cost
overruns, our business, results of operations, financial condition, and cash flows could be adversely affected.
Further, any variation in the trading volume and market price of the Equity Shares may be volatile following
the Offer utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to
certain compliance requirements, including prior Shareholders' approval” on page 93.
In case of variations in the actual utilization of funds earmarked towards funding of our proposed Objects as set
forth above, then any increased fund requirements for a particular purpose may be financed by surplus funds, if
any, available in respect of the other objects for which funds are being raised in this Offer, subject to the
cumulative amount to be utilized towards inorganic growth through unidentified acquisitions and other strategic
initiatives and general corporate purposes, not exceeding 35% of the Gross Proceeds. The amount to be utilised
for each of (i) funding inorganic growth through unidentified acquisitions and strategic initiatives, or (ii) general
corporate purposes will not exceed 25% of the Gross Proceeds. In case of a shortfall in raising requisite capital
from the Net Proceeds towards meeting the aforementioned Objects, we may explore a range of options including
utilizing our internal accruals, additional equity and/or debt arrangements, as required.
Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above.
However, in the event that estimated utilization out of the Net Proceeds in a Fiscal is not completely met due to
factors such as (i) the timing of completion of the Offer; (ii) market conditions outside the control of our Company;
and (iii) any other economic, business and commercial considerations, the same shall be utilized in the subsequent
fiscals, as may be decided by our Company, in accordance with applicable laws. Any such change in our plans
may require rescheduling of our expenditure programs and increasing or decreasing expenditure for a particular
object vis-à-vis the utilization of Net Proceeds. It is undertaken that any variation in utilization of the Net Proceeds
shall be in accordance with the procedure disclosed in “-Variation in Objects” on page 168.
Details of the Objects of the Fresh Issue
1. Repayment/prepayment, in full or part, of certain borrowings availed by our Company
Our Company has entered into various borrowing arrangements with banks and financial institutions. Our
Company avail term loans and various fund based working capital facilities in the ordinary course of business. As
of September 30, 2025, we had total borrowings (fund based) of ₹12,052.37 million, on a consolidated basis. See
“Financial Indebtedness” on page 581.
Our Company intends to utilize an aggregate amount of ₹4,228.61 million from the Net Proceeds towards full or
partial repayment/prepayment of all or a portion of certain borrowings availed by our Company including for
payment of any pre-payment penalties and accrued interest thereon, the details of which are listed out in the table
below. The repayment/prepayment, will help reduce our outstanding indebtedness, assist us in maintaining a
favourable debt-equity ratio and enable utilisation of some additional amount from our internal accruals for further
investment in business growth and expansion. In addition, this may improve our ability to raise further resources
in the future to fund potential business development opportunities.
151Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment
charges/penalties as prescribed by the respective lenders. Such prepayment charges, as applicable, will also be
funded out of the Net Proceeds. Given the nature of borrowing and the terms of repayment/prepayment, the
aggregate outstanding borrowing amount may vary from time to time. The amounts outstanding under these
borrowings as well as the sanctioned limits are dependent on several factors and may vary with our business cycle
with multiple intermediate repayments, drawdowns and enhancement of sanctioned limits. Payment of interest,
or premium, if any, and other related costs shall be paid by us out of the Net Proceeds. If the Net Proceeds are
insufficient for making payments for such pre-payment penalties or premiums or interest, such excessive amount
shall be met from our internal accruals. Our Company may choose to repay/prepay additional borrowings availed
by our Company, other than those identified in the table below, which may include additional borrowings availed
after the filing of this Draft Red Herring Prospectus. Further, our Company may repay/ prepay or refinance the
loans identified in this Draft Red Herring Prospectus with loan(s) from one or more financial institutions basis
appropriate recommendations made by the management in the ordinary course of business prior to completion of
the Offer, and the terms of repayment/prepayment, the aggregate outstanding borrowing amounts may vary from
time to time. If at the time of Allotment, any of the below mentioned loans are repaid or refinanced or if any
additional credit facilities are availed or drawn down or further disbursements under the existing facilities are
availed by our Company, then our Company may utilise the Net Proceeds for prepayment/repayment of any such
refinanced facilities or repayment of any additional facilities/disbursements obtained by our Company.
In light of the above, if at the time of filing the Red Herring Prospectus, any of the below mentioned loans are
repaid in part or full or refinanced or if any additional credit facilities are availed or drawn down or if the limits
under the facilities are increased, then the table below shall be suitably revised to reflect the revised amounts or
loans as the case may be which have been availed by our Company.
The following table provides details of certain borrowings availed by our Company as on September 30, 2025,
out of which our Company proposes to pre-pay or repay, in full or in part, up to an amount aggregating to
₹4,228.61 million from the Net Proceeds:
152S.No Name of the Name of Nature of Date of the Amount Amount Tenor/ Interest rate Prepayment penalty Security Purpose for which
lender the the sanction sanctioned outstanding Repayment conditions disbursed loan
borrower borrowings letter/agree as on as on Schedule* amount was
ment September September sanctioned and
30, 2025 30, 2025 utilized
(₹ in (₹ in
million) million)
1. The Crystal Agri May 26, 1,730.00 850.10^ Up to 90 days 6.03% -6.09% Any cancellation or Refer Note 1 Working capital
Hongkong Crop Finance 2025 prepayment will be subject below limits
and Shanghai Protection Buyer’s 548.21^ Up to 180 days 4.87%-5.02% to funding penalties at the
Banking Limited credit bank's discretion
Corporation
Limited
2. DBS Bank Crystal Working May 15, 750.00 550.53^ ₹100.00 million – 7.05% Nil Refer Note 2 Working capital
Crop Capital 2025 2 months below limits
Protection Demand
Limited Loan ₹250.00 million -
2 months
₹200.00 million -
3 Months
3. HDFC Bank Crystal Buyer’s December 2,000.00 1,656.77^ Repayable on 4.69%-5.05% Nil Refer Note 3
Crop credit 10, 2024 and demand and the below
Protection May 23, facility has been
Limited 2025 sanctioned for 12
months
Working 8.01^ Up to 90 days 7.15%
Capital
Demand Working Capital
Loan limits
4. State Bank of Crystal Working June 20, 300.00 251.53^ Up to 180 days 7.45% Pre closure charges: 2% of Refer Note 4
India Crop Capital 2025 the outstanding amount below
Protection Demand being taken over Working Capital
Limited Loan limits
5. Citibank N.A Crystal Buyer’s August 19, 1,350.00 363.46^ Up to 180 days 4.76%-4.91% A) Up to 2% per annum on Refer Note 5 Working Capital
Crop credit 2025 the outstanding amount of below limits
Protection the loan at the time of
Limited overdue/default/delay in
repayment (for the period
during which the loan
stays in default).
153S.No Name of the Name of Nature of Date of the Amount Amount Tenor/ Interest rate Prepayment penalty Security Purpose for which
lender the the sanction sanctioned outstanding Repayment conditions disbursed loan
borrower borrowings letter/agree as on as on Schedule* amount was
ment September September sanctioned and
30, 2025 30, 2025 utilized
(₹ in (₹ in
million) million)
B) Up to 2% per annum on
the prepaid amount in case
of loan prepayment (for
the period computed as
difference between the
date of prepayment to the
maturity date or next reset
date whichever is earlier).
In respect of facilities with
floating rate interest, no
such charges will be
payable if a prepayment of
such facility is made on an
interest reset date.
Total 6,130.00 4,228.61
^In compliance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, the Statutory Auditor of our Company, pursuant to their certificate dated December 17, 2025, has certified the utilisation of the
above-mentioned borrowing for the purpose for which such borrowing is availed.
*The facilities are renewed on an annual basis, based on mutual discussions with the respective lenders and subject to applicable terms and conditions.
Note-1
Facility No: Limit No. 1 and its sub-limits
• First pari passu charge on all present and future current assets.
• First pari passu charge on plant and machinery and all other moveable fixed assets of our Company (excluding plant and machinery at Maharashtra Technical Unit charged to term lenders and vehicles mortgaged
to hire purchase companies).
• First pari passu charge by way of equitable mortgage of land & building located at:
➢ Plot No. 70, 71 & 72, New Grain Market, Anaj Mandi, Gill Road, Ludhiana, Punjab (measuring 495 sq. yds).
➢ Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0), Village Nathupur, Tehsil & Distt. Sonipat, Haryana (measuring 5112 sq. yds).
• Company-owned property at Village Nathupur, Sonipat, Haryana with details as:
➢ Khewat No. 254, Khata No. 321, Kila No. 16/6/1
➢ Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2
➢ Khewat No. 271, Khata No. 302, Kila No. 16/6/2, 16/15/2, 16/16/2, 16/6/3/1, 15/1/3, 16/1/1, 17/20/2
➢ Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1
• First pari passu charge by way of equitable mortgage of land & building located at Khewat No. 238, Khata No. 305, Kila No. 16/5/2/2 (6-16), Village Nathupur, Tehsil & District Sonipat, Haryana owned by our
Company (measuring 4114 sq. yds).
154• First pari passu charge on fixed deposit of minimum ₹80.00 million maintained with State Bank of India:
➢ STDR A/c No. 40522023335 – ₹16.70 million
➢ STDR A/c No. 40520837856 – ₹17.00 million
➢ STDR A/c No. 40520837618 –₹17.00 million
➢ STDR A/c No. 40520837471 – ₹17.00 million
➢ STDR A/c No. 42407783431 – ₹12.30 million
Total Amount: ₹80.00 million
Note-2
• First charge on pari-passu basis for working capital facilities & term loan facility with banks/ financial institutions on current assets viz. stocks of raw material, stock in process, finished goods, consumable stores
and spares and book debts, bills whether documentary or clean, outstanding monies, receivables of our Company, both present and future.
• First charge on pari passu basis for working capital facilities and term loan facility with banks/ financial institutions on entire movable fixed assets of our Company (excluding vehicles mortgaged to hire purchase
companies and movable fixed asset situated at Plot No. G-54, Butibori Industrial Area, Nagpur, Maharashtra which is exclusively charged to other lenders) and on immovable properties mentioned below:
1. Khewat No. 238, Khata No. 305, Kila No. 16/5/2/2(6-16) at Village Nathupur, Sonipat, Haryana.
2. Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonipat, Haryana.
3. Khewat No. 254, Khata No. 321, Kila No. 16/6/1; (ii) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2; (iii) Khewat No. 271, Khata No. 302, Kila No. 16/6/2, 16/15/2, 16/16/2,
16/6/3/1, 15/1/3, 16/1/1, 17/20/2; (iv) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1 at Village Nathupur, Sonipat, Haryana.
4. SCO Plot No. 70/71/72, New Grain Market, Anaj Mandi, Behind Arora Palace, Gill Road, Ludhiana, Punjab.
• Cash margin of ₹80.00 million placed with State Bank of India under lien for all banks in the multiple banking arrangement under first pari passu charge including DBS Bank India Limited.
• All other terms, securities and conditions will remain unchanged as advised & accepted vide our offer letter CDT/ADMIN/272/2022 dated June 19, 2022 & CDT/ADMIN/873/2023 dated June 9, 2023 (as amended
/ supplemented / modified from time to time).
Note- 3
• Stocks and book debts – First pari passu charge on current assets of our Company.
• Movable Fixed assets – First pari passu charge over movable fixed assets of our Company excluding vehicles mortgaged to hire purchase companies, moveable fixed assets situated at Plot no. G-54, Butibori
Industrial Area, Nagpur, Maharashtra, and moveable fixed assets specifically charged towards the term loans availed from other lenders/financial institutions.
• Immovable Fixed assets –First pari passu charge by way of equitable mortgage on the equitable mortgage on the immovable properties as mentioned below:
1. Khewat No. 238, Khata No. 305 Mustail & Kila No. 16/5/2/2(6-16), Village Nathupur, Tehsil & District Sonipat, Haryana
2. Khewat no. 321, Khata no. 395, Kila no. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonipat, Haryana
3. Khewat No. 254, Khata No. 321 Kila No. 16/6/1 (ii) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2, (iii) Khewat No. 271, Khata No. 302, Kila No. 16/6/2,16/15/2, 16/16/2,
16/6/3/1, 15/1/3/, 16/1/1, 17/20/2, (iv) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1, village Nathupur, Sonipat, Haryana
4. First pari-passu charge on fixed deposit.
Note- 4
155Primary Security
Facility: Cash Credit / WCDL / FCNR DL (WCDL and FCNR DL as sublimit of Cash credit)
Security:
• Hypothecation (first charge on pari-passu basis) of our Company’s entire current assets comprising:
➢ All present and future stock of raw materials, stores & spares, stock in process, finished goods etc. (present & future) lying at their site, godowns elsewhere and including stock in transit and cash / credit balance
in the bank accounts.
➢ Hypothecation of entire current and future book debts, as also clean or documentary bills, domestic or export, whether accepted or otherwise and the cheques / drafts / instruments etc. drawn in our favour.
Collateral Security
Facility: Cash Credit / WCDL / FCNR DL (WCDL and FCNR DL as sublimit of Cash credit)
Security:
• Exclusive charge on fixed deposit mentioned below:
➢ STDR A/c No. 42407782879, STDR Principal Amount ₹9.20 million in the name of our Company
Additional Collateral
• 1st pari-passu charge on plant and machinery and all other fixed assets of our Company (other than the immovable properties already mentioned below under point 1), the vehicles mortgaged to hire purchase
companies and factory, land and building situated in Jammu being a leasehold property, land at Dahej-2 Industrial Estate in Gujarat being a leasehold land and fixed assets (plant and machinery and equipment)
financed under term loan.
Immovable Properties
1. First pari-passu charge in the form of equitable mortgage of the properties in the name of our Company as detailed under:
Factory land and building situated at:
➢ Khewat No. 254, Khata No. 321, Kila No. 16/6/1
➢ Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2
➢ Khewat No. 271, Khata No. 302, Kila No. 16/6/2, 16/15/2, 16/16/2, 16/6/3/1, 15/1/3, 16/1/1, 17/20/2
➢ Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1 at Village Nathupur, Sonipat, Haryana in the name of our Company.
➢ Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonipat, Haryana, in the name of our Company.
➢ SCO-70, 71 & 72, Anaj Mandi, Gill Road, Ludhiana, in the name of our Company.
2. Khewat No. 238, Khata No. 305, Mustail & Kila No. 16/5/2/2(6-16) at Village Nathupur, Sonipat, Haryana in the name of Nand Kishore HUF which has now been purchased by our Company.
Fixed Deposit Details (pari-passu charge):
• STDR A/c No. 40522023335 – ₹16.70 million
• STDR A/c No. 40520837856 – ₹17.00 million
• STDR A/c No. 40520837618 – ₹17.00 million
• STDR A/c No. 40520837471 – ₹17.00 million
156• STDR A/c No. 42407783431 – ₹12.30 million
Total Amount: ₹80.00 million in the name of our Company.
Note-5
• First pari passu charge on present and future stock and book debts of our Company.
• First pari passu charge on all moveable fixed assets including plant and machinery (except vehicles mortgaged to hire purchase companies, plant and machinery at Maharashtra Technical Unit)
• 1st pari passu charge by way of equitable mortgage on our Company owned property at Village Nathupur, Sonipat, Haryana.
• 1st pari passu charge by way of equitable mortgage on SCO/Plot No. 70, 71 and 72, New Grain Market, Anaj Mandi, Gill Road, Ludhiana, Punjab owned by our Company (measuring 495 sq yds)
• 1st PP charge by way of equitable mortgage on property situated at Khewat No. 321, Khata No. 395, Killa No. 8/21/1 (4-9), 9/25/2/2 (4-0), Village Nathupur, Tehsil and Dist. Sonipat, Haryana owned by our
Company (measuring 5,112 sq. yds.)
• 1st pari passu charge by way of equitable mortgage on property situated at Khewat No. 238, Khata No. 305 Mustail, Killa No. 16/5/2/2 (6-16), Village Nathupur, Tehsil and Dist. Sonipat, Haryana owned by our
Company.
• 1st pari passu charge on fixed deposit of ₹80.00 million maintained with State Bank of India.
• Demand promissory note and letter of continuity.
• Cash margin of 5% for sight LCs and 5% for bank guarantees.
157The borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be selected
and based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any
conditions attached to the borrowings restricting our ability to prepay/repay the borrowings and time taken to
fulfil, or obtain waivers for fulfilment of such conditions, (iii) receipt of consents for prepayment from the
respective lenders, (iv) levy of any prepayment penalties and the quantum thereof, (v) provisions of any laws,
rules and regulations governing such borrowings, and (vi) other commercial considerations including, among
others, the amount of the loan outstanding and the remaining tenor of the loan. The selection and extent of the
borrowings proposed to be prepaid and/or repaid as mentioned in the table above, is not determined and our
Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed above in accordance with
commercial considerations, including amounts outstanding at the time of prepayment and/or repayment.
In addition to the above, we may, from time to time, enter into further financing arrangements and draw down
funds thereunder. For the purposes of the Offer, our Company has intimated and obtained necessary consents from
our lenders, as is respectively required under the relevant facility documentation for undertaking activities in
relation to this Offer, including consequent actions, such as change in the capital structure, change in shareholding
pattern of our Company etc. There have been no instances of delay, default, rescheduling, restructuring or
evergreening of outstanding borrowings as detailed in table which are proposed to be repaid or prepaid by our
Company from Net Proceeds.
For details in relation to the terms and conditions under the aforesaid loan agreements as well as restrictive
covenants in relation thereto, see “Financial Indebtedness” and “Risk Factors – We have indebtedness which
requires significant cash flows to service. Any breach of terms under our financing arrangements or our
inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business and financial condition” on pages 581 and 67, respectively.
2. Investment in our Material Subsidiary namely Saffire Crop Science Private Limited for repayment/ pre-
payment, in full or in part, of all or a portion of certain of its outstanding borrowings
Our Subsidiaries have entered into various borrowings arrangements with banks and financial institutions,
including borrowings in the form of terms loans and various fund based and non-fund based working capital
facilities in the ordinary course of business. As of September 30, 2025, we had total borrowings (fund based) of
₹12,052.37 million, on a consolidated basis. See “Financial Indebtedness” on page 581.
Our Company intends to utilize an aggregate amount of ₹426.98 million from the Net Proceeds through investment
in our Material Subsidiary namely Saffire Crop Science Private Limited for repayment/ pre-payment, in full or in
part, of all or a portion of certain of its outstanding borrowings, including for payment of any pre-payment
penalties and accrued interest thereon. The repayment/prepayment, will help reduce our outstanding indebtedness,
assist us in maintaining a favourable debt-equity ratio and enable utilisation of some additional amount from our
internal accruals for further investment in business growth and expansion. In addition, this may improve our ability
to raise further resources in the future to fund potential business development opportunities.
Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment
charges/penalties as prescribed by the respective lenders. Such prepayment charges, as applicable, will also be
funded out of the Net Proceeds. Given the nature of borrowing and the terms of repayment/prepayment, the
aggregate outstanding borrowing amount may vary from time to time and our Material Subsidiary may, in
accordance with the relevant repayment schedule, repay or refinance some of their existing borrowings prior to
Allotment. The amounts outstanding under these borrowings as well as the sanctioned limits are dependent on
several factors and may vary with our business cycle with multiple intermediate repayments, drawdowns and
enhancement of sanctioned limits. Payment of interest, or premium, if any, and other related costs shall be paid
by us out of the Net Proceeds. If the Net Proceeds are insufficient for making payments for such pre-payment
penalties or premiums or interest, such excessive amount shall be met from our internal accruals. Our Company
may choose to repay/prepay additional borrowings availed by our Material Subsidiary, other than those identified
in the table below, which may include additional borrowings availed after the filing of this Draft Red Herring
Prospectus. Further, our Company may repay/ prepay or refinance the loans availed by our Material Subsidiary
and identified in this Draft Red Herring Prospectus with loan(s) from one or more financial institutions basis
appropriate recommendations made by the management in the ordinary course of business prior to completion of
the Offer, and the terms of repayment/prepayment, the aggregate outstanding borrowing amounts may vary from
time to time. If at the time of Allotment, any of the below mentioned loans are repaid or refinanced or if any
additional credit facilities are availed or drawn down or further disbursements under the existing facilities are
availed by our Subsidiaries, then our Company may utilise the Net Proceeds for prepayment/repayment of any
158such refinanced facilities or repayment of any additional facilities/disbursements obtained by our Subsidiaries.
In light of the above, if at the time of filing the Red Herring Prospectus, any of the below mentioned loans are
repaid in part or full or refinanced or if any additional credit facilities are availed or drawn down or if the limits
under the facilities are increased, then the table below shall be suitably revised to reflect the revised amounts or
loans as the case may be which have been availed by our Subsidiaries.
The following table provides details of certain borrowings availed by our Subsidiaries as on September 30, 2025,
out of which our Company proposes to pre-pay or repay, in full or in part, up to an amount aggregating to ₹426.98
million from the Net Proceeds:
(The remainder of this page is intentionally left blank)
159S.No Name of the Name of the Nature of Nature of Date of the Amount Amount Tenor/ Interest Security Prepayment Purpose for which
lender Borrower the relationshi sanction sanction outstandi Repayment rate penalty disbursed loan
borrowin p with our letter/agree ed as on ng as on Schedule@ conditions amount was
gs Company ment Septemb Septembe sanctioned and
er 30, r 30, 2025 utilized
2025 (₹ in
(₹ in million)
million)
1. HDFC Bank Saffire Crop Buyer’s Wholly June 20, 750.00 356.98* Up to 180 days 4.70-4.90% Refer Note 1 Nil Working Capital
Science Private credit owned 2025 below Limits
Limited ^ subsidiary
2. Yes Bank Saffire Crop Working Wholly February 13, 200.00 70.00* 14 days 7.10% Refer Note 2 Nil Working capital
Science Private Capital owned 2025 below limits
Limited Demand subsidiary
Loan
Total 950.00 426.98
*In compliance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, Kumar Vijay Gupta & Co, Chartered Accountants, bearing firm registration number, 007814N, pursuant to their certificate dated December 17, 2025,
has certified the utilisation of the above-mentioned borrowing for the purpose for which such borrowing is availed.
^This facility was sanctioned in the name of our erstwhile subsidiary, Nexus Crop Science Private Limited, which has amalgamated with Saffire Crop Science Private Limited, pursuant to an order passed by the National Company Law Tribunal,
Ahmedabad bench on October 17, 2025.
@The facilities are subject to renewal on an annual basis or as mutually agreed between the parties.
Note 1
1. Letter of Comfort-Debt Shortfall Undertaking from our Company. Undertaking will be backed by BR.
2. Movable Fixed Assets – Exclusive charge on the movable fixed assets of the borrower, both present and future.
3. Current Assets – Exclusive Charge on the current assets of the borrower, both present and future.
Note 2
1. First pari passu charge by way of hypothecation on current assets (stock and debts, both present and future) of the borrower.
2. First Pari Passu charge by way of hypothecation on movable fixed assets (plant and machinery, both present and future) of the borrower.
3. Unconditional and irrevocable corporate guarantee by our Company to the extent of ₹200.00 million to remain valid during the tenor of the credit facilities.
160The borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be selected
and based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any
conditions attached to the borrowings restricting our ability to prepay/repay the borrowings and time taken to
fulfil, or obtain waivers for fulfilment of such conditions, (iii) receipt of consents for prepayment from the
respective lenders, (iv) levy of any prepayment penalties and the quantum thereof, (v) provisions of any laws,
rules and regulations governing such borrowings, and (vi) other commercial considerations including, among
others, the amount of the loan outstanding and the remaining tenor of the loan. The selection and extent of the
borrowings proposed to be prepaid and/or repaid as mentioned in the table above, is not determined and our
Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed above in accordance with
commercial considerations, including amounts outstanding at the time of prepayment and/or repayment.
The proposed investment by our Company in our Material Subsidiary, as approved by our Board pursuant to a
resolution dated December 17, 2025 and is proposed to be undertaken in the form of equity or debt, including
inter-corporate loans, optionally convertible debentures, compulsorily convertible debentures, non-convertible
debentures or in any other manner as may be decided by our Board. The actual mode of such deployment has not
been finalized as on the date of this Draft Red Herring Prospectus. The board of directors of Saffire Crop Science
Private Limited pursuant to its resolution dated December 17, 2025, have undertaken to utilize this investment
received from our Company (as and when received) towards funding the proposed repayment/prepayment of loan
as set out above. Our Company will remain interested in our Material Subsidiary to the extent of our shareholding
(direct or indirect, as applicable), or as a lender if funds are deployed in the form of debt.
For details in relation to the terms and conditions under the aforesaid loan agreements as well as restrictive
covenants in relation thereto, see “Financial Indebtedness” and “Risk Factors – We have indebtedness which
requires significant cash flows to service. Any breach of terms under our financing arrangements or our
inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business and financial condition” on pages 581 and 67, respectively.
3. Funding inorganic growth through unidentified acquisitions and strategic initiatives and general
corporate purposes
We expect to utilize up to ₹ [●] million of the Net Proceeds towards funding inorganic growth through unidentified
acquisitions and other strategic initiatives, subject to the cumulative amount to be utilized towards inorganic
growth through unidentified acquisition and other strategic initiatives and general corporate purposes shall not
exceed 35% of the Gross Proceeds. The amount to be utilised for each of (i) funding inorganic growth through
unidentified acquisitions and strategic initiatives, or (ii) general corporate purposes shall not exceed 25% of the
Gross Proceeds.
a. Funding inorganic growth through unidentified acquisitions and strategic initiatives
In light of the above and in pursuit of our overall strategy of continuing the expansion of our portfolio of brands
to meet the evolving needs of our customers, we continue to selectively pursue opportunities for evaluating
potential targets for strategic investments, acquisitions, and partnerships, that complement our product offerings,
strengthen or establish our presence in our targeted domestic and international markets. We have a track record
of integrating new companies and brands into our ecosystem while leveraging our technology stack to drive
synergies. See “Our Business – Our Strategies” on page 313.
Our Company has benefited significantly from the acquisitions undertaken by us in the past. The table below
summarizes the key acquisitions that we have undertaken in the past and our shareholding as on the date of this
Draft Red Herring Prospectus. See “History and Certain Other Corporate Matters - Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc.
in last 10 years” on page 363.
Year Name of entity Brands/ business acquired Benefits accrued
Crop Protection products and natural crop solutions
2 012 Cheminova India Limited Luphos To add this brand in our portfolio and to
increase our Company’s visibility and reach.
2016 BASF SE, Germany Bavistin To add this brand in our portfolio as it was a
well-known brand (as identified in the F&S
report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
161Year Name of entity Brands/ business acquired Benefits accrued
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2019 FMC India Private Furadan 3G, Furadan Ultra To add these brands in our portfolio as they
Limited and Cheminova Splendour, Affinity Force and were well-known brands (as identified in the
India Limited Metcil F&S report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2018 Syngenta Participations Proclaim, Tilt and Blue Copper To add these brands in our portfolio as they
AG and Syngenta India were well-known brands (as identified in the
Limited F&S report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach. These
were acquired to help us in our geographic
expansion in Maharashtra and Karnataka and
also to increase our market share in the
insecticides market specifically for
Emamectin. Additionally, each of these have
multi-crop products and are used across
various geographies
2019 Dow AgroSciences LLC Dursban, Predator and Nurelle To add these brands in our portfolio as they
D were well-known brands (as identified in the
F&S report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2023 Syngenta Limited and Gramoxone To add this brand in our portfolio as it was a
Syngenta India Private famous brand (as identified in the F&S
Limited report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2024 Bayer Intellectual Brand Sunrice in India, To expand our agrochemicals brand portfolio
Property GmbH and Bayer Thailand, Bangladesh and
CropScience Vietnam; Technology know-
Aktiengesellschaft how, patent of Ethoxysulfuron
mixture
Seeds
2011 Rohini Seeds Private Acquisition of 100% equity To enter the seeds market and to strengthen
Limited from Rohini shares* our presence in the agriculture inputs market
Bioseeds and Agritech
Private Limited and Aviral
Chemicals Private Limited
2018 Syngenta India Grain Sorghum, Fodder To expand our seeds product and to have
Sorghum and Pearl Millet seeds better R&D and intellectual property rights
business, R&D assets along
with people and related
intellectual property rights
2021 Bayer Bio Science Private Seeds business portfolio To expand our product portfolio of seeds for
Limited and Bayer Crop including Cotton, Pearl Millet field crops
Science and Mustard Seeds
2023 Kohinoor Seeds Fields Business under the ‘Sadanand’ To increase our market share in cotton seeds
India Private Limited brand of Cotton Seeds along
with related breeding assets
162Year Name of entity Brands/ business acquired Benefits accrued
2024 I&B Seeds Private Acquisition of 100% equity To expand our seeds portfolio and to enter
Limited shares into vegetables and Marigold seeds business.
Manufacturing Facilities
2018 Cytec India Immoveable property and assets To expand our Technicals manufacturing
such as: (i) lease rights of the capabilities and to manufacture our products
land, and the buildings and in India
structures constructed thereon;
and (ii) assets (plant and
machinery, equipment,
furniture, fixtures and other
assets
*We acquired 90% of the equity shareholding in Rohini Seeds Private Limited in Fiscal 2011, followed by the acquisition of the remaining
10% in Fiscal 2014.
Rationale for future inorganic initiatives
We intend to engage in strategic acquisitions through target selection driven by deep industry insights to identify
unique and synergistic opportunities. The amount of Net Proceeds proposed to be deployed for funding inorganic
growth through potential unidentified acquisitions and strategic initiatives includes utilization of up to ₹ [●]
million. This amount is based on our management’s current estimates and budgets, and our Company’s historical
acquisitions and strategic investments and partnerships, and other relevant considerations. The actual deployment
of funds and the timing of deployment will depend on a number of factors, including the timing, nature, size and
number of acquisitions or strategic initiatives proposed, as well as general macro-or micro economic factors
affecting our results of operation, financial condition and access to capital.
As on the date of this Draft Red Herring Prospectus, we have not entered into any definitive agreements for
potential acquisitions and investments. We may identify and evaluate potential targets for strategic investments,
acquisitions and partnerships, based on a number of factors, including: (i) domain expertise and operating
experience in markets that we operate in or wish to expand into; (ii) strategic compatibility or synergy with our
existing businesses; (iii) additional or enhanced products and services in order to expand, diversify and/or improve
our offerings; (iv) strengthening our market share in existing markets or establishing presence in new markets
(including additional geographical regions); and (v) access to technology infrastructure and capabilities. Our
acquisition strategy is primarily driven by our Board, and typically involves detailed due diligence being
undertaken by us on the potential target and subsequently negotiating and finalizing definitive agreements towards
such acquisition.
Proposed form of investment
The above factors will also determine the form of investment for these potential unidentified acquisitions or
strategic initiatives, i.e., whether they will involve equity, debt or any other instrument or combination thereof. At
this stage, our Company cannot identify any acquisition targets, the acquisition or investment process and
determine whether (i) the form of investment will be cash, equity, debtor any other instrument or combination
thereof; or (ii) such acquisition will be in domestic market or outside India or both. The portion of the Net Proceeds
allocated towards this object of the Offer may not be the total value or cost of any such strategic initiatives but is
expected to provide us with sufficient financial leverage to enter into binding agreements. In the event that there
is a shortfall of funds required for such strategic initiatives, such shortfall shall be met out of the portion of the
Net Proceeds allocated for general corporate purposes and/or through our internal accruals or debt financing or
any combination thereof. Our Company will utilise the portion of Net Proceeds earmarked towards this Object by
Fiscal [●] as per schedule of deployment specified under “-Proposed schedule of implementation and deployment
of Net Proceeds” in accordance with applicable laws.
b. General corporate purposes
The Net Proceeds will first be utilized towards the pre-payment or re-payment, in full or in part, of all or a portion
of certain outstanding borrowings availed by our Company and our Material Subsidiary, Saffire Crop Science
Private Limited, as set out above. Subject to this, our Company intends to deploy any balance left out of the Net
Proceeds towards general corporate purposes, as approved by our management, from time to time, subject to (i)
such utilization for general corporate purposes not exceeding 25% of the Gross Proceeds, and (ii) the cumulative
amount to be utilized for general corporate purposes and our object of ‘Funding inorganic growth through
unidentified acquisitions and other strategic initiatives’ shall not exceed 35% of Gross Proceeds, in compliance
with SEBI ICDR Regulations.
163Such general corporate purposes may include, but are not restricted to the following:
(i) funding growth opportunities;
(ii) business development initiatives;
(iii) meeting ongoing general corporate contingencies;
(iv) employee and personnel expenses; and/or
(v) any other purpose as may be approved by the Board or a duly appointed committee from time to time,
subject to compliance with the Companies Act.
Our Company will not utilize the amount earmarked for general corporate purposes towards any of the other
identified Objects.
The allocation or quantum of utilisation of funds towards each of the above purposes will be determined by our
Board, based on the business requirements of our Company and other relevant considerations, from time to time.
Our management, in accordance with the policies of the Board shall have flexibility in utilising surplus amounts,
if any.
In addition to the above, our Company may utilize the balance Net Proceeds towards any other expenditure
considered expedient and as approved periodically by our Board or a duly appointed committee thereof, subject
to compliance with applicable law. Our management will subject to and in accordance with applicable law have
the discretion to revise our business plan from time to time and consequently our funding requirement and
deployment of funds may change. This may also include rescheduling the proposed utilization of Net Proceeds.
Our management, subject to and in accordance with applicable law and in accordance with the policies of our
Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. 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
Financial Year, we will utilize such unutilized amount in the Financial Years immediately subsequent to the
respective Financial Years as disclosed in “-Proposed schedule of implementation and deployment of Net
Proceeds” on page 150.
Bridge financing
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
Monitoring of utilisation of funds
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency for
monitoring the utilisation of Gross Proceeds, prior to the filing of the Red Herring Prospectus, as our size of the
Fresh Issue exceeds ₹1,000.00 million. Our Audit Committee and the Monitoring Agency will monitor the
utilisation of the Gross Proceeds (including in relation to the utilisation of the Net Proceeds towards general
corporate purposes) and the Monitoring Agency shall submit the report to our Company, as required under
Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such time as the Net Proceeds have
been utilised in full. 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
Net Proceeds, including interim use under a separate head in our balance sheet for such periods as required under
the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly
specifying the purposes for which the Net Proceeds have been utilised if any, of such currently unutilised Net
Proceeds. Our Company will also, in its balance sheet for the applicable Financial Years, provide details, if any,
in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds.
Further, our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various 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.
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 as stated above; and (ii) details of category wise variations in the
actual utilisation of the proceeds of the Fresh Issue from the Objects as stated above. Provided that pursuant to
164Regulation 32(3) of the SEBI Listing Regulations, our Company shall place the statement before the Audit
Committee for their review prior to the submission to the Stock Exchanges. The statement shall be certified by
the statutory auditor of our Company in accordance with Regulation 32(5) of SEBI Listing Regulations and such
certification shall be provided to the Monitoring Agency.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on
a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring
Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time
as the Net Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Net Proceeds
have been utilised in full. The statement shall be certified by the Statutory Auditor of our Company. Our Company
will indicate investments, if any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant
Financial Year subsequent to receipt of listing and trading approvals from the Stock Exchanges. 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.
Means of Finance
Our Company proposes to utilize the Net Proceeds from the Fresh Issue towards (i) pre-payment or re-payment,
in full or in part, of all or a portion of certain outstanding borrowings availed by our Company; (ii) investment in
our Material Subsidiary namely Saffire Crop Science Private Limited for repayment/ pre-payment, in full or in
part, of all or a portion of certain of its outstanding borrowings; and (iii) funding inorganic growth through
unidentified acquisitions and strategic initiatives and general corporate purposes. We confirm that there are no
requirements to make firm arrangements of finance under Regulation 7(1)(e) read with paragraph 9C of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the
Net Proceeds amount to be raised from the Fresh Issue and existing identifiable internal accruals of our Company.
Offer related expenses
The total expenses of the Offer are estimated to be approximately ₹[●] million.
Other than the listing fees, stamp duty payable on issue of the Equity Shares pursuant to the Fresh Issue, annual
audit fees of Statutory Auditors, and expenses in relation to product or corporate advertisements, i.e., any corporate
advertisements consistent with past practices of our Company, which will be paid by our Company, all costs,
charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia,
filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the
Registrar of Companies and any other Governmental Authority, advertising, printing, road show expenses,
accommodation and travel expenses, fees and expenses of the legal counsel to our Company and the Indian and
international legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker
fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate
members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or
third party in connection with the Offer shall be borne by our Company and the Selling Shareholders, in proportion
to the number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold by each of
the Selling Shareholders in the Offer for Sale, respectively, and in accordance with applicable law. All the
expenses relating to the Offer shall be paid by our Company in the first instance and upon commencement of
listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, each Selling Shareholder
agrees that it shall, severally and not jointly, reimburse our Company, in proportion to its respective portion of the
Offered Shares, for any documented expenses in relation to the Offer paid by our Company on behalf of respective
Selling Shareholder, subject to receipt of supporting documents for such expenses upon commencement of listing
and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, in accordance with applicable law.
It is clarified that, if the Offer is withdrawn, abandoned or not successful or not consummated or not completed
for any reason whatsoever (“Aborted Offer”), all Offer related expenses (including but not limited to the costs,
charges, fees and reimbursement of the BRLMs and the legal counsels in relation to the Aborted Offer) which
may have accrued up to the date of such withdrawal, abandonment, postponement or failure shall be borne by our
Company and the Selling Shareholders on a pro rata basis, in proportion to the number of Equity Shares proposed
to be issued and Allotted by our Company through the Fresh Issue and proposed to be offered by each of the
Selling Shareholders in the Offer for Sale, respectively, in accordance with applicable law and the Offer
165Agreement. To the extent that if IFC or IFC Emerging is, severally, required in accordance with applicable law,
to bear any Offer related expenses for an Aborted Offer, IFC or IFC Emerging, severally, will be liable for such
expenses on a pro rata basis in proportion to its respective portion of the Offered Shares, as adjusted for any
reduction or change in the quantum of the Offered Shares. Further, notwithstanding anything to the contrary in
the Offer Agreement, if a Selling Shareholder fully withdraws from the Offer or abandons the Offer or the Offer
Agreement is terminated in respect of a Selling Shareholder, in each case, at any stage prior to the completion of
the Offer (provided that such withdrawal from the Offer does not itself result in refiling of the Offer documents
under Schedule XVI of the SEBI ICDR Regulations), such Selling Shareholder will not be liable to reimburse our
Company for any cost, charges, fees and expenses associated with and incurred in connection with the Offer
(including BRLMs fee and expenses). The break-up for the estimated Offer expenses is as follows:
S. No Activity Estimated amount* As a % of total As a % of
(₹ in million) estimated Offer Offer Size
Expenses
(1) BRLMs’ fees and commissions [●] [●] [●]
(including underwriting
commission)
(2) Brokerage, selling commission, [●] [●] [●]
bidding charges, processing fees
and bidding charges for the
Members of the Syndicate,
Registered Brokers, SCSBs,
RTAs and CDPs (2)(3)
(3) Fees payable to the Registrar to [●] [●] [●]
the Offer
(4) Other expenses including but not [●] [●] [●]
limited to:
i. Listing fees, SEBI filing fees, [●] [●] [●]
upload fees, BSE and
NSE processing fees, book
building software fees and
other regulatory expenses
ii. Printing and stationery expenses [●] [●] [●]
iii. Fees payable to the legal counsels [●] [●] [●]
iv. Fees payable to the Statutory [●] [●] [●]
Auditor
v. Advertising and marketing [●] [●] [●]
expenses for the Offer
vi. Fees payable to other parties to [●] [●] [●]
the Offer including but not limited
to the industry report provider,
independent chartered engineer
and Monitoring Agency
vii. Miscellaneous [●] [●] [●]
viii. Total Estimated Offer Expenses [●] [●] [●]
*Offer expenses include goods and services tax, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus.
Offer expenses are estimates and are subject to change.
(1) Selling commission payable to the SCSBs on the portion for RIIs, Eligible Employees and NIIs which are directly procured by the SCSBs,
would be as follows:
Portion for RIIs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or
NSE.
(2) No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured
by them.
Processing fees payable to the SCSBs on the portion for RIIs, Eligible Employees and NIIs (excluding UPI Bids) which are procured by the
members of the Syndicate/sub-Syndicate/Registered Broker/CRTAs/ CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIIs, Eligible Employees and NIIs* ₹[●] per valid application (plus applicable taxes)
* Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-
Institutional Investors and Qualified Institutional Bidders with bids above ₹0.5 million would be ₹[●] plus applicable taxes, per valid
application.
166(3) Selling commission on the portion for RIIs (up to ₹0.2 million) and NIIs which are procured by members of the Syndicate (including
their sub-Syndicate Members), Registered Brokers, CRTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat
and bank account provided by some of the Registered Brokers which are Members of the Syndicate (including their Sub-Syndicate
Members) would be as follows:
Portion for RIIs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors [●]%of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined (i) for RIIs and NIIs (up to ₹0.5 million), on the
basis of the application form number/ series, provided that the application is also bid by the respective Syndicate/ Sub-Syndicate Member.
For clarification, if a Syndicate ASBA application on the application form number/ series of a Syndicate / Sub-Syndicate Member, is bid by
an SCSB, the selling commission will be payable to the SCSB and not the Syndicate/ Sub-Syndicate Member; and (ii) for NIIs (above ₹0.5
million), Syndicate ASBA Form bearing SM Code and 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.
Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1
accounts would be ₹[●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members). Bidding
charges payable to SCSBs on the QIB Portion and NIIs (excluding UPI Bids) which are procured by the Syndicate/sub-Syndicate/Registered
Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading would be ₹[●] 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.
Selling commission/ bidding charges payable to the Registered Brokers on the portion for RIIs procured through UPI Mechanism and NIIs
which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIIs and NIIs ₹[●] per valid application (plus applicable taxes)
Bidding charges/ processing fees for applications made by UPI Bidders would be as under:
Members of the Syndicate / CRTAs / CDPs ₹[●] per valid application (plus applicable taxes)
[●] ₹[●] per valid Bid cum Application Form (plus applicable taxes)
The Sponsor Bank 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 the SEBI circulars, the Syndicate Agreement and other applicable laws.
[●] ₹[●] per valid Bid cum Application Form (plus applicable taxes)
The Sponsor Bank 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 the SEBI circulars, the Syndicate Agreement and other applicable laws.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash
Escrow and Sponsor Banks Agreement.
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 in compliance with SEBI Master Circular.
Interim use of Net Proceeds
The Net Proceeds shall be retained in the Public Issue Account until receipt of the listing and trading approvals
from the Stock Exchanges by our Company. Pending utilization of the Net Proceeds for the purposes described
above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks
included in the Second Schedule of the Reserve Bank of India Act, 1934, as may be approved by our Board or the
IPO Committee.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in
the equity markets.
Other confirmations
Except to the extent of the proceeds received by the Promoter Selling Shareholders pursuant to the Offer for Sale,
none of our Promoters, the members of the Promoter Group, Directors, Key Managerial Personnel, Senior
Management or Group Companies will receive any portion of the Offer Proceeds.
Our Company has not entered into and is not planning to enter into any arrangement/agreements with any of our
Directors, Key Managerial Personnel and Senior Management in relation to the utilisation of the Net Proceeds.
167Further, there are no material existing or anticipated interest of such individuals and entities in the Objects of the
Offer except as set out above.
The Net Proceeds shall not be used for lending, or for financing transactions with any related parties of our
Company. The Net Proceeds shall be maintained by our Company in a separate account to be monitored by the
Monitoring Agency, until utilization in accordance with the SEBI ICDR Regulations.
Appraising entity
None of the Objects for which the Net Proceeds will be utilized have been appraised by any bank/financial
institution. See, “Risk Factors – Our funding requirements and proposed deployment of the Net Proceeds of
the Offer have not been appraised by a bank or a financial institution or any external agency and if there are
any delays or cost overruns, our business, results of operations, financial condition, and cash flows could be
adversely affected. Further, any variation in the trading volume and market price of the Equity Shares may be
volatile following the Offer utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus
would be subject to certain compliance requirements, including prior Shareholders' approval.” on page 93.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and the applicable rules, and the SEBI
ICDR Regulations, our Company shall not vary the Objects without our Company being authorised to do so by
the Shareholders by way of a special resolution. In addition, the notice issued to the Shareholders in relation to
the passing of such special resolution (“Notice”) shall specify the prescribed details as required under the
Companies Act, 2013. The Notice shall simultaneously be published in newspapers, one in English, one in Hindi
and one in Gujarati (the vernacular language of the jurisdiction where our Registered Office is located). Pursuant
to Section 13(8) of the Companies Act, 2013, our Promoters will be required to provide an exit opportunity to
such Shareholders who do not agree to the proposal, to vary the objects, subject to the provisions of the Companies
Act, 2013 and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares,
in accordance with the Companies Act, 2013 and the SEBI ICDR Regulations. See “Risk Factors – Any variation
in the utilization of Net Proceeds would be subject to certain compliance requirements, including prior
shareholders’ approval.” on page 80.
168BASIS FOR OFFER PRICE
The Floor Price, Price Band and Offer Price will be determined by our Company in consultation with the BRLMs,
and in accordance with applicable law, on the basis of assessment of market demand for the Equity Shares issued
through the Book Building Process and quantitative and qualitative factors as described below. The face value of
the Equity Shares is ₹10 each and the Offer Price is [●] times the face value at the lower end of the Price Band
and [●] times the face value at the higher end of the Price Band. Investors should refer to “Risk Factors”, “Our
Business”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 41, 284, 419 and 533, respectively, to have an informed
view before making an investment decision.
Qualitative Factors
• Strong R&D capabilities backed by advanced technology infrastructure and collaborations.
• A deep connect with Indian farmers resulting in strong brand equity.
• Operational excellence with focus on our multi-pronged go-to-market strategy.
• Vertically integrated manufacturing operations backed by robust R&D capabilities and strong supply chain.
• Strategic acquisitions and successful integration of growth opportunities.
• Diversification across business verticals, geographies, product categories and crops.
• Multi-generational leadership supported by qualified and experienced management and marquee investor.
For further details, see “Our Business – Our Strengths” on page 291.
I. Quantitative Factors
Certain information presented below relating to us is based on the Restated Consolidated Financial Information.
For details, see “Summary Financial Information” on page 101.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
A. Basic and Diluted Earnings Per Equity Share:
Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2025 9.37 9.37 3.00
March 31, 2024 7.02 7.02 2.00
March 31, 2023 6.09 6.09 1.00
Weighted Average 8.04 8.04 -
Six months ended September 30, 2025* 12.02 12.02 -
*Not annualised
Notes:
i. The face value of each Equity Share is ₹10.
ii. EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share notified under the
Companies (Indian Accounting Standards) Rules of 2015 (as amended)”.
iii. Basic EPS = Profit for the period/year attributable to equity shareholders of the Company divided by weighted average
number of equity shares outstanding during the period/year (excluding treasury shares).
iv. Diluted EPS = Profit for the period/year attributable to equity shareholders of the Company divided by weighted average
number of equity shares outstanding during the period/year adjusted for the effects of all dilutive potential equity shares, if
any. (excluding treasury shares). The CCDs issued in the beginning of October 2022 has been considered as potential equity
shares and accordingly considered for calculation of dilutive EPS. Potential shares are anti diluted in nature for the period
ended September 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, therefore
diluted EPS is same as basic EPS.
v. Weighted average is aggregate of year-wise Basic EPS and Diluted EPS divided by the aggregate of weights i.e. {Basic EPS/
Diluted EPS x weight for each year}/ {Total of weights}
B. Price/Earning (“P/E”) Ratio in relation to the Price Band of ₹[●] to ₹[●] per Equity Share:
Particulars P/E at Floor Price (number of P/E at Cap Price (number of
times)* times)*
Based on basic EPS for the [●] [●]
Financial Year ended March 31,
2025
Based on diluted EPS for the [●] [●]
Financial Year ended March 31,
2025
169*To be computed after finalisation of price band.
C. Industry Peer Group P/E ratio
Particulars P/E Ratio
Highest 45.88
Lowest 17.75
Average 31.62
Notes:
i. The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed
industry peers”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below.
ii. P/E figures for the peer are computed based on closing market price as on December 5, 2025 on BSE, divided by Diluted EPS
(on consolidated basis) based on the financial results declared by the peers for the Financial Year ending March 31, 2025
submitted to the stock exchanges.
D. Return on Net Worth (“RoNW”)
Financial Year/Period Ended RoNW (%) Weight
March 31, 2025 7.46 3.00
March 31, 2024 5.99 2.00
March 31, 2023 5.48 1.00
Weighted Average 6.64 -
As at six months ended September 30, 2025* 8.76 -
*Not annualized
Notes:
i. Return on Net Worth (%) = Profit for the period/year attributable to the owners of our Company for the period/year ended /
Restated Net Worth as at the period/year end, multiplied by 100.
ii. Net Worth = Aggregate value of the paid-up share capital and all reserves 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, as per the audited balance sheet, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation for the six months period ended
September 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 in accordance
with Regulation 2(1)(hh) of the SEBI ICDR Regulations. Accordingly, share application money pending for allotment, capital
reserve, foreign currency translation reserve, effective portion of cash flow hedges and Non-controlling interest have been
excluded from computation of Net Worth in accordance with Section 2(57) of the Companies Act, 2013.
iii. Weighted average is aggregate of year-wise RoNW divided by the aggregate of weights i.e. {RoNW for each year}/ {Total of
weights}
E. Net Asset Value (“NAV”) per Equity Share
NAV per Equity Share In ₹
As at six months period ended September 30, 2025 137.21
As on March 31, 2025 125.53
After completion of the Offer
- At the Floor Price [●]*
- At the Cap Price [●]*
Offer Price [●]*
* To be computed post finalization of Price Band.
Notes:
i. Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
ii. Net asset value per share = Net Worth as stated above / Number of equity shares outstanding (excluding treasury shares) as
at the end of the period/year.
iii. The figures disclosed above are based on the Restated Consolidated Financial Information of our Company.
170F. Comparison of accounting ratios with listed industry peers
Following is the comparison with our listed peer group companies:
EPS (Diluted) for Return on
Revenue from NAV per
Financial Year Net Worth
Operation, for EPS (Basic) for equity
Closing price on ended March 31, for
Name of Financial Year Face Value per Financial Year share as
December 5, 2025 (₹ P/E (x) 2025 (₹) Financial
Company ended March equity share (₹) ended March 31, at March
per equity share) Year ended
31, 2025 (₹ 2025 (₹) 31, 2025
March 31,
million) (₹)
2025 (%)
Crystal Crop 26,905.10 10.00 N.A. N.A.# 9.37 9.37 125.53 7.46
Protection
Limited*
Listed Peers**
Kaveri Seeds 12,049.70 2.00 978.10 17.75 55.10 55.10 290.42 18.83
Company Limited
Sumitomo 31,485.24 10.00 464.80 45.88 10.13 10.13 58.06 17.44
Chemical India
Limited
Bayer CropScience 54,734.00 10.00 4,496.30 35.58 126.38 126.38 634.24 19.93
Limited
Rallis India 26,629.40 1.00 6.43 6.43 97.26 6.62
255.80 39.78
Limited
Dhanuka Agritech 20,351.52 2.00 65.55 65.55 310.96 21.18
1,251.60 19.09
Limited
*Financial information of our Company has been derived from the Restated Consolidated Financial Information as at or for the Financial Year ended March 31,2025.
#To be included in respect of our Company in the Prospectus based on the Offer Price.
**Notes:
i. All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports as available of
the respective company for the relevant year ended March 31, 2025 as available on the stock exchanges.
ii. P/E Ratio has been computed based on the closing market price of equity shares on BSE on December 5, 2025, divided by the Diluted EPS for the Fiscal 2025.
iii. Return on Net Worth (%) = Profit after tax for the year attributable to the owners of the company for the period/year ended divided by Net Worth at the end of the period/year multiplied by 100.
iv. Net Worth = Aggregate value of the paid-up share capital and all reserves 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, as per the audited balance sheet, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation for the six months period ended September 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 in accordance
with Regulation 2(1)(hh) of the SEBI ICDR Regulations. Accordingly, share application money pending for allotment, capital reserve, foreign currency translation reserve, effective portion of cash flow hedges
and Non-controlling interest have been excluded from computation of Net Worth in accordance with Section 2(57) of the Companies Act, 2013.
v. Net asset value per share = Net Worth as stated above / Number of equity shares outstanding (excluding treasury shares) as at the end of the period/year.
171G. Key Performance Indicators
The table below sets forth the details of key performance indicators (“KPIs”) that our Company considers have a
bearing for arriving at the basis for Offer Price. These KPIs have been used historically by our Company to
understand and analyze our business performance, which in result, help us in analyzing the growth of business in
comparison to our peers. The Bidders can refer to the below-mentioned KPIs, being a combination of financial
and operational KPI, to make an assessment of our Company’s performance in various business verticals and
make an informed decision. The KPIs disclosed below have been approved and confirmed by a resolution of our
Audit Committee dated December 17, 2025 and certified by our Chief Financial Officer on behalf of the
management of our Company by way of certificate dated December 17, 2025. Further, the members of our Audit
Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any
investors at any point of time during the three years prior to the date of filing of this Draft Red Herring Prospectus.
Further, the KPIs disclosed herein have been certified by Bansal & Co LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, by way of their certificate dated December 17, 2025. This certificate on
KPIs shall form part of the material contracts for inspection and shall be accessible on the website of our Company
at https://www.crystalcropprotection.com/investor-relations/Material_Contracts_and_Documents. For further
details, see “Material Contracts and Documents for Inspection” on page 681.
For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our
Business”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 284 and 533, 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 other period as determined by the Board of Directors of our Company), for a period
of one year after the date of listing of the Equity Shares on the Stock Exchanges, or for such other duration as
required under the SEBI ICDR Regulations.
The Bidders can refer to the below-mentioned KPIs, to make an assessment of our Company’s performances and
make an informed decision.
Details of our KPIs as at and for the six months ended September 30, 2025 and for the Fiscals ended March
31, 2025, March 31, 2024 and March 31, 2023 is set out below:
Key Performance Units As at and for the As at and for the As at and for the As at and for the
Indicators six months ended financial year financial year financial year
September 30, ended March 31, ended March 31, ended March 31,
2025 2025 2024 2023
Revenue from ₹ in million 19,780.45# 26,905.10# 22,299.27# 25,132.98#
Operations1
Revenue from sale of products – Category wise2
crop protection ₹ in million 15,156.14 22,010.07 18,367.18 20,679.15
products and
natural crop
solutions
seeds 4,204.54 4,698.79 3,544.31 3,013.29
Gross Margin3 ₹ in million 7,374.04 9,225.71 6,934.40 6,924.07
Gross Margin4 % 37.28 34.29 31.10 27.55
EBITDA5 ₹ in million 3,332.24 3,152.76 2,090.61 2,318.60
EBITDA Margin6 % 16.85 11.72 9.38 9.23
Adjusted EBITDA7 ₹ in million 3,550.23 3,226.28 2,090.61 2,326.80
Adjusted EBITDA % 17.95 11.99 9.38 9.26
Margin8
PAT9 ₹ in million 1,535.11 1,183.92 872.37 766.00
PAT Margin10 % 7.69 4.33 3.84 3.02
Return on Equity11 % 9.98* 8.31 6.59 6.12
Return on Capital % 14.11* 16.43 10.39 10.42
Employed12
Adjusted Return on % 15.81* 17.25 10.39 10.59
Capital
Employed13
Net working capital Days 128^ 141 174 164
days14
172Key Performance Units As at and for the As at and for the As at and for the As at and for the
Indicators six months ended financial year financial year financial year
September 30, ended March 31, ended March 31, ended March 31,
2025 2025 2024 2023
Net Debt to Ratio 0.75 0.65 0.41 0.48
Equity15
New products launches16
Crystal Crop Number 2 14 5 5
protection
branded
formulation
business
Seeds Field 6 5 6 3
Crop business
Innovation Rate % 23.89 18.03 16.02 15.45
(Crystal crop
protection branded
formulation
business)17
Number of Active Number 13,285 12,581 8,992 6,819
Distributors18
Notes:
*Denotes data/ calculation which is not annualized.
^Calculated on half yearly basis considering only 183 days instead of 365 days.
#Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down
subsidiaries) in the six months period ended September 30, 2025 and in Financial Years 2025, 2024 and 2023. The revenue contribution from
these entities for the six months ended September 30, 2025 and for the Financial Years 2025, 2024 and 2023 amounted to Nil, ₹5.14 million,
₹374.28 million and ₹ 1,457.35 million, respectively. For further details, see, “Management Discussion and Analysis of Financial Condition
and Results of Operations – Significant Factors Affecting our Results of Operations – Revenue Growth and Financial Performance” on
page 535.
1. Revenue from operations is calculated as revenue from sale of products, services and other operating revenue for the year. Revenue from
Operations means the revenue from operations as appearing in the Restated Consolidated Financial Information for the relevant period/
year.
2. Revenue from sale of products – category wise is calculated as revenue from crop protection products and natural crop solutions and
seeds business.
3. Gross Margin is calculated as Revenue from Operations as reduced by cost of materials consumed, purchases of stock-in-trade, changes
in inventories of finished goods, stock-in-trade and work-in-progress.
4. Gross Margin % is calculated as Gross Margin for the period/ year divided by Revenue from Operations for the period/ year, multiplied
by 100.
5. EBITDA is calculated as profit before share of loss of associate and tax plus depreciation and amortisation expense, finance costs and
impairment of non-financial assets, as reduced by other income as per the Restated Consolidated Financial Information.
6. EBITDA Margin (%) is calculated as EBITDA divided by revenue from operations multiplied by 100.
7. Adjusted EBITDA is calculated as the profit before share of loss of associate and tax plus depreciation and amortisation expense, finance
costs, impairment of non-financial assets and change in fair value of compulsorily convertible debentures carried at fair value through
profit or loss, as reduced by other income as per the Restated Consolidated Financial Information.
8. Adjusted EBITDA Margin (%) is calculated as Adjusted EBITDA divided by revenue from operations multiplied by 100.
9. PAT represents the profit for the period/year as per the Restated Consolidated Financial Information.
10. PAT margin is calculated as PAT divided by Total Income multiplied by 100. Total Income is calculated as Revenue from Operations
plus other income for the period/ year.
11. Return on Equity is calculated as profit for the period/ year of our Company divided by Total Equity for the relevant period/year multiplied
by 100. Total Equity will be as appearing in the Restated Consolidated Financial Information.
12. Return on Capital Employed is calculated as earnings before interest and tax (EBIT) divided by capital employed, multiplied by 100.
EBIT is calculated as profit before share of loss of associate and tax plus finance costs. Capital employed is calculated as the sum of
tangible net worth (i.e. total assets excluding goodwill, other intangible assets and intangible assets under development, deferred tax
assets (net) as reduced by total liabilities (excluding deferred tax liabilities (net)), non-current borrowings and current borrowings.
13. Adjusted Return on Capital Employed is calculated as adjusted earnings before interest and tax (EBIT) divided by adjusted capital
employed, multiplied by 100. Adjusted EBIT is calculated as profit before share of loss of associate and tax plus finance costs and change
in fair value of compulsorily convertible debentures carried at fair value through profit or loss. Adjusted capital employed is calculated
as the sum of tangible net worth (i.e. Total assets excluding goodwill, other intangible assets, intangible assets under development and
deferred tax assets (net) as reduced by total liabilities excluding deferred tax liabilities (net)), non-current borrowings and current
borrowings as reduced by cash and cash equivalents.
14. Net Working Capital Days is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days are
calculated as closing Inventory for the period/ year divided by revenue from operations for the period/ year, multiplied by 365 days.
Trade receivable days are calculated closing trade receivables for the period/ year divided by revenue from operations for the period/
year, multiplied by 365 days. Trade payable days are calculated as closing trade payable for the period/ year divided by revenue from
operations for the period/ year, multiplied by 365 days.
15. Net Debt to Equity is calculated as net debt divided by total equity. Net Debt is calculated as total debt reduced by cash and cash
equivalents.
16. New Product Launches indicates the number of new products launched in our crystal crop protection branded formulation business and
seeds field crop business in the relevant period/year.
17317. Innovation Rate indicates revenue from new products launched in the last four years in our crystal crop protection branded formulation
business divided by total revenue of our crystal crop protection branded formulation business in the relevant period/ year multiplied by
100.
18. Number of active distributors indicates the number of distributors with whom our Company has generated sales and associated with our
Company from April 1, 2022 to the relevant period/ year end.
Brief explanations of the relevance of the KPIs:
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set
forth below:
Key performance indicator Description
Revenue from Operations Revenue from operations is used by our management to track the revenue generated from the
overall business and help assess the overall financial performance of our Company and also
represents the scale of our business.
It is calculated as revenue from sale of products, services and other operating revenue for the year.
Revenue from Operations means the revenue from operations as appearing in the Restated
Consolidated Financial Information for the relevant period/ year.
Revenue from Sale of Revenue from Sale of Products – Category Wise helps in understanding vertical wise break up of
Products – Category Wise our Company’s revenue streams.
Revenue from Sale of Products – Category Wise is calculated as revenue from crop protection
products and natural crop solutions and seeds business.
Gross Margin Gross Margin provide insights into the value added by our Company, reflecting the profitability
generated over material costs from the sale of products and services.
Gross Margin is calculated as revenue from operations as reduced by cost of materials consumed,
purchases of stock-in-trade, changes in inventories of finished goods, stock-in-trade and work-in-
progress.
Gross Margin (%) Gross Margin % is an indicator of the profitability generated over material costs from the sale of
products and services. It is expressed as a percentage on Revenue from Operations.
Gross Margin (%) is calculated as Gross Margin for the period/year divided by Revenue from
Operations for the period/year, multiplied by 100.
EBITDA EBITDA provides information regarding the operational efficiency of our business.
EBITDA is calculated as profit before share of loss of associate and tax plus depreciation and
amortisation expense, finance costs and impairment of non-financial assets, as reduced by other
income as per the Restated Consolidated Financial Information.
EBITDA Margin (%) EBITDA margin provides insights into our operational profitability from its business. It is expressed
as a percentage of Revenue from Operations.
EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations for the year
multiplied by 100.
Adjusted EBITDA Adjusted EBITDA is crucial because it provides potential investors with a metric that is reflection
of our operating profitability after taking into account adjustments for fair value changes to financial
instruments.
Adjusted EBITDA is calculated as the profit before share of loss of associate and tax plus
depreciation and amortisation expense, finance costs, impairment of non-financial assets and change
in fair value of compulsorily convertible debentures carried at fair value through profit or loss, as
reduced by other income as per the Restated Consolidated Financial Information.
Adjusted EBITDA Margin Adjusted EBITDA Margin (%) is an indicator of the operational profitability and financial
(%) performance of our business after taking into account adjustments for fair value changes to financial
instruments.
Adjusted EBITDA Margin (%) is calculated as Adjusted EBITDA divided by Revenue from
Operations for the year, multiplied by 100.
PAT Profit for the period/year is an indicator of the overall profitability and financial performance of our
business.
PAT represents the profit for the period/year as per the Restated Consolidated Financial Information.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of our
business.
PAT margin is calculated as PAT divided by total income multiplied by 100. Total income is
calculated as Revenue from Operations plus other income for the period/ year.
Return on Equity (ROE) (%) Return on Equity provides how efficiently our Company generates profits from shareholders’ funds.
174Key performance indicator Description
Return on Equity is calculated as profit for the period/ year of our Company divided by total equity
for the relevant period/year multiplied by 100. Total equity will be as appearing in the Restated
Consolidated Financial Information.
Return on Capital Employed Return on Capital Employed represents how efficiently our Company generates earnings before
(ROCE) (%) interest and tax from the capital employed.
Return on Capital Employed is calculated as earnings before interest and tax (“EBIT”) divided by
capital employed multiplied by 100. EBIT is calculated as profit before share of loss of associate
and tax plus finance costs. Capital employed is calculated as the sum of tangible net worth (i.e. total
assets excluding goodwill, other intangible assets and intangible assets under development, deferred
tax assets (net) as reduced by total liabilities (excluding deferred tax liabilities (net)), non-current
borrowings and current borrowings.
Adjusted Return on Capital Adjusted Return on Capital Employed is return on capital employed adjusted for fair value changes
Employed (%) to financial instruments.
Adjusted Return on Capital Employed is calculated as adjusted EBIT divided by adjusted capital
employed multiplied by 100. Adjusted EBIT is calculated as profit before share of loss of associate
and tax plus finance costs and change in fair value of compulsorily convertible debentures carried
at fair value through profit or loss. Adjusted capital employed is calculated as the sum of tangible
net worth (i.e. total assets excluding goodwill, other intangible assets, intangible assets under
development and deferred tax assets (net) as reduced by total liabilities excluding deferred tax
liabilities (net)), non-current borrowings and current borrowings as reduced by cash and cash
equivalents.
Net Working Capital Days Net Working Capital Days is working capital management metric that measures how long it takes
our Company to convert its inventory and trade receivables into cash flow after paying off trade
payables.
Net Working Capital Days is calculated as inventory days plus trade receivable days minus trade
payable days. Inventory days are calculated as closing Inventory for the period/ year divided by
Revenue from Operations for the period/ year, multiplied by 365 days. Trade receivable days are
calculated closing trade receivables for the period/ year divided by revenue from operations for the
period/ year, multiplied by 365 days. Trade payable days are calculated as closing trade payable for
the period/ year divided by revenue from operations for the period/ year, multiplied by 365 days.
Net Debt to Equity Net Debt to Equity enables our Company to measure our Company's reliance on debt versus its own
equity and measure net financial leverage.
Net Debt to Equity is calculated as net debt divided by total equity. Net debt is calculated as total
debt reduced by cash and cash equivalents.
New Product Launches New Product Launches indicate the extent of our innovation and launching new products for
commercialization.
New Product Launches indicates the number of new products in our crystal crop protection branded
formulation business and seeds field crop business in the relevant period/year.
Innovation Rate (Crystal crop Innovation Rate serves as an indicator of the rate, reflecting the extent to which new products are
protection branded contributing incremental business to the total revenue of our branded formulation business.
formulation business) (%)
Innovation Rate indicates revenue from new products launched in the last four years in our crystal
crop protection branded formulation business divided by total revenue of our crystal crop protection
branded formulation business in the relevant period/ year multiplied by 100.
Number of Active Distributors The number of active distributors reflects our Company’s ability to effectively reach farmers across
the country.
Number of active distributors indicates the number of distributors with whom our Company has
generated sales and associated with our Company from April 1, 2022 to the relevant period/ year
end.
175H. Comparison of our KPIs with listed industry peers
Set forth below is a comparison of our KPIs with our listed peers in India:
For the six month period ended September 30, 2025
Kaveri Seeds Sumitomo Bayer Dhanuka
Rallis India
Key Performance Indicators Unit Our Company Company Chemical India CropScience Agritech
Limited
Limited Limited Limited Limited
Revenue from Operations1 ₹ in million 19,780.45# 10,774.35 19,865.94 34,680.00 18,180.00 11,265.36
Revenue from Sale of Products – Category Wise2
− crop protection products and natural crop ₹ in million 15,156.14 N.A N.A N.A 14,110.00 N.A
solutions
− seeds ₹ in million 4,204.54 N.A N.A N.A 4,060.00 N.A
Gross Margin3 ₹ in million 7,374.04 5,057.46 8,029.42 12,759.00 7,110.00 4,442.85
Gross Margin %4 % 37.28 46.94 40.42 36.79 39.11 39.44
EBITDA5 ₹ in million 3,332.24 3,318.45 4,372.21 5,537.00 3,040.00 2,199.26
EBITDA Margin6 % 16.85 30.80 22.01 15.97 16.72 19.52
Adjusted EBITDA7 ₹ in million 3,550.23 N.A N.A N.A N.A N.A
Adjusted EBITDA Margin8 % 17.95 N.A N.A N.A N.A N.A
PAT9 ₹ in million 1,535.11 3,109.62 3,558.59 4,314.00 1,970.00 1,494.69
PAT Margin10 % 7.69 28.44 17.24 12.32 10.71 13.10
Return on Equity11 % 9.98* N.A N.A N.A N.A N.A
Return on Capital Employed12 % 14.11* N.A N.A N.A N.A N.A
Adjusted Return on Capital Employed13 % 15.81* N.A N.A N.A N.A N.A
Net Working Capital Days14 Days 128^ N.A 103 N.A N.A N.A
Net Debt to Equity15 Ratio 0.75 N.A 0.00 N.A N.A N.A
New Products Launches16
− Crystal Crop Protection Branded Number 2 N.A N.A N.A N.A N.A
Formulation Business
− Seeds Field Crop Business Number 6 N.A N.A N.A N.A N.A
Innovation Rate (crystal crop protection % 23.89 N.A N.A N.A N.A N.A
branded formulation business)17
Number of Active Distributors18 Number 13,285 N.A 15,000+ N.A N.A 6,500+
Note: All the financial information/ KPIs for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and investor
presentation as available of the respective company for the relevant period.
N.A – The data for the referenced period could not be located from the sources identified above.
*Denotes data/ calculation which is not annualized.
^Calculated on half yearly basis considering only 183 days instead of 365 days.
#Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down subsidiaries) in the six months period ended September 30, 2025. The
revenue contribution from these entities for the six months ended September 30, 2025 was Nil.
176For the Financial Year ended March 31, 2025
Kaveri Seeds Sumitomo Bayer Dhanuka
Rallis India
Key Performance Indicators Unit Our Company Company Chemical India CropScience Agritech
Limited
Limited Limited Limited Limited
Revenue from Operations1 ₹ in million 26,905.10# 12,049.70 31,485.24 54,734.00 26,629.40 20,351.52
Revenue from Sale of Products – Category Wise2
− crop protection products and natural crop ₹ in million 22,010.07 N.A N.A 42,692.52 19,490.60 N.A
solutions
− seeds ₹ in million 4,698.79 11,612.15 N.A 9,304.78 4,129.10 N.A
Gross Margin3 ₹ in million 9,225.71 5,920.10 12,896.00 20,746.00 10,821.10 8,160.97
Gross Margin %4 % 34.29 49.13 40.96 37.90 40.64 40.10
EBITDA5 ₹ in million 3,152.76 2,909.39 6,320.53 6,896.00 2,867.60 4,166.09
EBITDA Margin6 % 11.72 24.14 20.07 12.60 10.77 20.47
Adjusted EBITDA7 ₹ in million 3,226.28 N.A N.A N.A N.A N.A
Adjusted EBITDA Margin8 % 11.99 N.A N.A N.A N.A N.A
PAT9 ₹ in million 1,183.92 2,822.81 5,064.43 5,680.00 1,251.30 2,969.60
PAT Margin10 % 4.33 22.56 15.49 10.16 4.64 14.34
Return on Equity11 % 8.31 25.78 18.81 19.90 6.70 22.34
Return on Capital Employed12 % 16.43 18.71 22.83 24.50 10.09 30.08
Adjusted Return on Capital Employed13 % 17.25 N.A N.A N.A N.A N.A
Net Working Capital Days14 Days 141 N.A 133 N.A N.A N.A
Net Debt to Equity15 Ratio 0.65 0.00 0.00 N.A 0.03 0.05
New Product Launches16
− Crystal Crop Protection Branded Number 14 N.A N.A N.A N.A N.A
Formulation Business
− Seeds Field Crop Business Number 5 N.A N.A N.A N.A N.A
Innovation Rate (Crystal crop protection % 18.03 N.A N.A N.A N.A N.A
branded formulation business)17
Number of Active Distributors18 Number 12,581 3,222 15,000+ 3,940 7,063 6,500+
Note: All the financial information/ KPIs for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and investor
presentation as available of the respective company for the relevant year.
N.A – The data for the referenced period could not be located from the sources identified above.
#Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down subsidiaries) in the Financial Year 2025. The revenue contribution from these
entities for the Financial Year 2025 amounted to ₹5.14 million. For further details, see, “Management Discussion and Analysis of Financial Condition and Results of Operations – Significant Factors Affecting our
Results of Operations – Revenue Growth and Financial Performance” on page 535.
177For the Financial Year ended March 31, 2024
Kaveri Seeds Sumitomo Bayer Dhanuka
Rallis India
Key Performance Indicators Unit Our Company Company Chemical India CropScience Agritech
Limited
Limited Limited Limited Limited
Revenue from Operations1 ₹ in million 22,299.27# 11,484.05 28,439.47 51,062.00 26,483.80 17,585.44
Revenue from Sale of Products – Category Wise2
-crop protection products and natural ₹ in million 18,367.18 N.A N.A 39,828.36 20,007.40 N.A
crop solutions
-seeds ₹ in million 3,544.31 11,065.16 N.A 7,659.30 4,116.80 N.A
Gross Margin3 ₹ in million 6,934.40 5,683.89 10,688.70 21,946.00 10,706.30 6,863.50
Gross Margin %4 % 31.10 49.49 37.58 42,98 40.43 39.03
EBITDA5 ₹ in million 2,090.61 2,858.19 4,745.75 9,725.00 3,111.50 3,274.43
EBITDA Margin6 % 9.38 24.89 16.69 19.05 11.75 18.62
Adjusted EBITDA7 ₹ in million 2,090.61 N.A N.A N.A N.A N.A
Adjusted EBITDA Margin8 % 9.38 N.A N.A N.A N.A N.A
PAT9 ₹ in million 872.37 2,998.81 3,697.44 7,405.00 1,478.70 2,390.93
PAT Margin10 % 3.84 24.75 12.58 14.28 5.55 13.33
Return on Equity11 % 6.59 27.29 15.33 26.60 8.31 20.64
Return on Capital Employed12 % 10.39 24.33 20.89 33.10 10.86 25.01
Adjusted Return on Capital Employed13 % 10.39 N.A N.A N.A N.A N.A
Net Working Capital Days14 Days 174 N.A 130 N.A N.A N.A
Net Debt to Equity15 Ratio 0.41 0.01 0.01 N.A 0.07 0.02
New Product Launches16
− Crystal Crop Protection Branded Number 5 N.A N.A N.A N.A N.A
Formulation Business
− Seeds Field Crop Business Number 6 N.A N.A N.A N.A N.A
Innovation Rate (Crystal crop protection % 16.02 N.A N.A N.A N.A N.A
branded formulation business)17
Number of Active Distributors18 Number 8,992 3,785 15,000+ 4,157 7,281 6,500
Note: All the financial information / KPIs for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and investor
presentation as available of the respective company for the relevant year.
N.A – The data for the referenced period could not be located from the sources identified above.
#Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down subsidiaries) in the Financial Year 2024. The revenue contribution from these
entities for the Financial Year 2024 amounted to ₹374.28 million. For further details, see, “Management Discussion and Analysis of Financial Condition and Results of Operations – Significant Factors Affecting
our Results of Operations – Revenue Growth and Financial Performance” on page 535.
178For the Financial Year ended March 31, 2023
Kaveri Seeds Sumitomo Bayer Dhanuka
Rallis India
Key Performance Indicators Unit Our Company Company Chemical India CropScience Agritech
Limited
Limited Limited Limited Limited
Revenue from Operations1 ₹ in million 25,132.98# 10,703.55 35,109.68 51,397.00 29,669.75 17,002.20
Revenue from Sale of Products – Category Wise2
− crop protection products and natural crop ₹ in million 20,679.15 N.A N.A 41,117.60 24,143.90 N.A
solutions
− seeds ₹ in million 3,013.29 10,322.15 N.A 6,681.61 3,395.10 N.A
Gross Margin3 ₹ in million 6,924.07 5,058.17 12,403.39 23,237.00 10,236.45 5,847.66
Gross Margin %4 % 27.55 47.26 35.33 45.21 34.50 34.39
EBITDA5 ₹ in million 2,318.60 2,517.24 6,665.97 9,242.00 2,183.40 2,786.90
EBITDA Margin6 % 9.23 23.52 18.99 17.98 7.36 16.39
Adjusted EBITDA7 ₹ in million 2,326.80 N.A N.A N.A N.A N.A
Adjusted EBITDA Margin8 % 9.26 N.A N.A N.A N.A N.A
PAT9 ₹ in million 766.00 2,726.45 5,022.09 7,582.00 919.44 2,335.02
PAT Margin10 % 3.02 24.23 14.12 14.57 3.09 13.38
Return on Equity11 % 6.12 23.38 23.31 29.00 5.37 23.10
Return on Capital Employed12 % 10.42 19.68 30.42 32.60 7.47 27.91
Adjusted Return on Capital Employed13 % 10.59 N.A N.A N.A N.A N.A
Net Working Capital Days14 Days 164 N.A 162 N.A N.A N.A
Net Debt to Equity15 Ratio 0.48 0.01 0.00 N.A 0.08 0.03
New Product Launches16
-Crystal Crop Protection Branded Number 5 N.A N.A N.A N.A N.A
Formulation Business
-Seeds Field Crop Business Number 3 N.A N.A N.A N.A N.A
Innovation Rate (Crystal crop protection % 15.45 N.A N.A N.A N.A N.A
branded formulation business)17
Number of Active Distributors18 Number 6,819 5,000+ 15,000+ 4,324 7,329 6,500
Note: All the financial information / KPIs for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and investor
presentation as available of the respective company for the relevant year.
N.A – The data for the referenced period could not be located from the sources identified above.
#Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down subsidiaries) in the Financial Year 2023. The revenue contribution from these
entities for the Financial Year 2023 amounted to ₹1,457.35 million. For further details, see, “Management Discussion and Analysis of Financial Condition and Results of Operations – Significant Factors Affecting
our Results of Operations – Revenue Growth and Financial Performance” on page 535.
All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and investor presentation
as available of the respective company for the relevant year.
1. Revenue from operations is calculated as revenue from sale of products, services and other operating revenue for the year. Revenue from Operations means the revenue from operations as appearing in
the Restated Consolidated Financial Information for the relevant period/ year.
2. Revenue from sale of products – category wise is calculated as revenue from crop protection products and natural crop solutions and seeds business.
1793. Gross Margin is calculated as Revenue from Operations as reduced by cost of materials consumed, purchases of stock-in-trade, changes in inventories of finished goods, stock-in-trade and work-in-
progress.
4. Gross Margin % is calculated as Gross Margin for the period/ year divided by Revenue from Operations for the period/ year, multiplied by 100.
5. EBITDA is calculated as profit before share of loss of associate and tax plus depreciation and amortisation expense, finance costs and impairment of non-financial assets, as reduced by other income as
per the Restated Consolidated Financial Information.
6. EBITDA Margin (%) is calculated as EBITDA divided by revenue from operations multiplied by 100.
7. Adjusted EBITDA is calculated as the profit before share of loss of associate and tax plus depreciation and amortisation expense, finance costs, impairment of non-financial assets and change in fair
value of compulsorily convertible debentures carried at fair value through profit or loss, as reduced by other income as per the Restated Consolidated Financial Information.
8. Adjusted EBITDA Margin (%) is calculated as Adjusted EBITDA divided by revenue from operations multiplied by 100.
9. PAT represents the profit for the period/year as per the Restated Consolidated Financial Information.
10. PAT margin is calculated as PAT divided by Total Income multiplied by 100. Total Income is calculated as Revenue from Operations plus other income for the period/ year.
11. Return on Equity is calculated as profit for the period/ year of our Company divided by Total Equity for the relevant period/year multiplied by 100. Total Equity will be as appearing in the Restated
Consolidated Financial Information.
12. Return on Capital Employed is calculated as earnings before interest and tax (EBIT) divided by capital employed. EBIT is calculated as profit before share of loss of associate and tax plus finance costs.
Capital employed is calculated as the sum of tangible net worth (i.e. total assets excluding goodwill, other intangible assets and intangible assets under development, deferred tax assets (net) as reduced
by total liabilities (excluding deferred tax liabilities (net)), non-current borrowings and current borrowings multiplied by 100.
13. Adjusted Return on Capital Employed is calculated as adjusted earnings before interest and tax (EBIT) divided by adjusted capital employed, multiplied by 100. Adjusted EBIT is calculated as profit
before share of loss of associate and tax plus finance costs and change in fair value of compulsorily convertible debentures carried at fair value through profit or loss. Adjusted capital employed is
calculated as the sum of tangible net worth (i.e. Total assets excluding goodwill, other intangible assets, intangible assets under development and deferred tax assets (net) as reduced by total liabilities
excluding deferred tax liabilities (net)), non-current borrowings and current borrowings as reduced by cash and cash equivalents.
14. Net Working Capital Days is calculated as inventory days plus trade receivable days minus trade payable days. Inventory days are calculated as closing Inventory for the period/ year divided by revenue
from operations for the period/ year, multiplied by 365 days. Trade receivable days are calculated closing trade receivables for the period/ year divided by revenue from operations for the period/ year,
multiplied by 365 days. Trade payable days are calculated as closing trade payable for the period/ year divided by revenue from operations for the period/ year, multiplied by 365 days.
15. Net Debt to Equity is calculated as net debt divided by total equity. Net Debt is calculated as total debt reduced by cash and cash equivalents.
16. New Product Launches indicates the number of new products launched in our crystal crop protection branded formulation business and seeds field crop business in the relevant period/year.
17. Innovation Rate indicates revenue from new products launched in the last four years in our crystal crop protection branded formulation business divided by total revenue of our crystal crop protection
branded formulation business in the relevant period/ year multiplied by 100.
18. Number of active distributors indicates the number of distributors with whom our Company has generated sales and associated with our Company from April 1, 2022 to the relevant period/ year end.
180I. Comparison of KPIs based on additions or dispositions to our business
Our Company has not undertaken a material acquisition or disposition of assets/ business during the years
that are covered by the KPIs which have impacted the KPIs, and accordingly, no comparison of KPIs over
time based on additions or dispositions to the business, have been provided.
J. Weighted average cost of acquisition, Floor Price and Cap Price
a) Price per The price per share of our Company (as adjusted for corporate actions, including bonus
issuances) based on the primary / new issue of shares (equity / convertible securities), excluding shares
issued under the ESOP Scheme and issuance of bonus shares, during the 18 months preceding the date
of this Draft Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully
diluted paid-up share capital of our Company (calculated based on the pre-Offer 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 (“Primary Issuances”)
There has been no issuance of Equity Shares or convertible securities during the 18 months preceding the
date of this Draft Red Herring Prospectus (excluding Equity Shares issued pursuant to exercise of employee
stock options or any bonus issuances), where such issuance is equal to or more than 5% of the fully diluted
paid-up share capital of our Company (calculated based on the pre-Offer 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.
b) The price per share of our Company (as adjusted for corporate actions, including bonus issuances)
based on the secondary sale / acquisition of shares (equity / convertible securities) (excluding gifts)
involving any of the Promoter or Promoter Group or Selling Shareholders or other shareholders with
the right to nominate directors on our Board during the 18 months preceding the date of filing of this
Draft Red Herring 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-Offer 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 sale/transfers or acquisition of any Equity Shares or convertible securities,
where the Promoters, members of the Promoter Group, or Shareholders having the right to nominate Directors
to the Board of our Company are a party to the transaction (excluding gifts), during the 18 months preceding
the date of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of
the fully diluted paid up share capital of our Company (calculated based on the pre-Offer 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.
^89,30,663 shares acquired by Nand Kishore Aggarwal on March 20, 2025 pursuant to the dissolution of NK Aggarwal HUF have not
been reported since the stated transaction occurred at nil cost and is in the nature of a gift.
c) Price of Equity Shares for last five primary or secondary transactions (where Promoters, members of
the Promoter Group, Selling Shareholders or Shareholder(s) having the right to nominate Director(s)
on our Board, are a party to the transaction), not older than three years prior to the date of this Draft
Red Herring Prospectus irrespective of the size of transactions
Since there are no transactions to report under (a) and (b) above, therefore, this information for price per share
based on the last five primary or secondary transactions (secondary transactions where the Promoters,
members of the Promoter Group, Selling Shareholders or shareholders with special rights to nominate
director(s) in the Board of our Company are a party to the transaction), not older than three years prior to the
date of the filing of the Draft Red Herring Prospectus is irrespective of the size of transactions:
Primary transactions:
S. Name of Allotee Date of Nature of Allotment Issue Price per Number of
No. Allotment Equity Share (in Equity Shares
₹) allotted
1. Redson Retail & November 17, Allotment pursuant to 265.09@ 650,275
Reality Private 2023 amalgamation
Limited
181S. Name of Allotee Date of Nature of Allotment Issue Price per Number of
No. Allotment Equity Share (in Equity Shares
₹) allotted
2. Ankur Aggarwal November 17, Allotment pursuant to 265.09@ 325
2023 amalgamation
Weighted average cost of acquisition (₹ per Equity Share) 265.09
@Equity Shares were allotted pursuant to the scheme of arrangement in the nature of demerger approved by our Board on June 21, 2022,
through which the ‘Agri Chemical and Equipment Business Undertaking’ was demerged from Aviral Crop Science Private Limited and
transferred to our Company. Accordingly, the cost of acquisition of these equity shares has been determined at ₹265.09 per equity share. For
further details, see “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of business/
undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – Scheme of demerger between our Company and
Aviral Crop Science Private Limited” on page 365.
Secondary transactions:
S. Name of Acquirer Date of Nature of Transaction Acquisition Price Number of
No. Transaction per Equity Share Equity Shares
(in ₹)* acquired
1. Ankur Aggarwal December 3, 2025 Gift from Nand Kishore - 17,124,951
KNK Family Trust Aggarwal
2. Ankur Aggarwal December 1, 2025 Transfer from Advika 600.00 1
Aggarwal Education Trust
3. Ankur Aggarwal December 1, 2025 Transfer from Malvika 600.00 1
Aggarwal Education Trust
4. Pooja Bansal KNK November 27,2025 Gift from Nand Kishore - 3,220,076
Family Trust Aggarwal
5. Ankur Aggarwal December 4, 2025 Gift from Kanak Nand - 94
Kishore Aggarwal Family
Trust
Weighted average cost of acquisition (₹ per Equity Share) 0.00
d) Weighted average cost of acquisition, floor price and cap price
The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based on
Primary Issuances and Secondary Transactions as disclosed below:
Type of transactions Weighted average Floor Cap
cost of acquisition Price ₹[●]* Price
per Equity Share ₹[●]*
(₹)#
Weighted average cost of acquisition of primary issuances as set out in Nil [●] [●]
(a) above
Weighted average cost of acquisition of secondary issuances as set out Nil [●] [●]
in (b) above^
Since there are no transactions to report under (a) and (b) above, therefore, the information for price per share based on the
last five primary or secondary transactions (secondary transactions where the Promoters, members of the Promoter Group,
Selling Shareholders or shareholders with special rights to nominate director(s) in the Board of our Company are a party to
the transaction), not older than three years prior to the date of the filing of the Draft Red Herring Prospectus is irrespective
of the size of transactions, is as below:
(a) WACA of Equity Shares based on Primary Issuances undertaken 265.09 [●] [●]
during the three immediately preceding years
(a) WACA of Equity Shares based on Secondary Transactions 0.00 [●] [●]
undertaken during the three immediately preceding years
* To be updated at the Prospectus stage.
^ 8,930,663 Equity Shares acquired by Nand Kishore Aggarwal on March 20, 2025 pursuant to the dissolution of NK Aggarwal HUF have
not been reported in the above table since the stated transaction occurred at nil cost and is in the nature of a gift.
# As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate
dated December 17, 2025.
182K. Justification for Basis of Offer Price
(a) Detailed explanation for Offer Price/ Cap Price being [●] times of weighted average cost of
acquisition of primary issuances /secondary transactions of Equity Shares (as disclosed above)
along with our Company’s KPIs and financial ratios for the six months ended September 30, 2025,
Fiscals 2025, 2024 and 2023
[●]*
* To be included on finalisation of Price Band.
(b) Explanation for the Offer Price/Cap Price, being [●] times of weighted average cost of acquisition
of primary issuances/secondary transactions of Equity Shares (as disclosed above) in view of the
external factors which may have influenced the pricing of the Offer.
[●]*
*To be included on finalisation of Price Band.
(c) Justification of the Cap Price
[●]*
*To be included on finalisation of Price Band.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business” and “Restated
Consolidated Financial Information” on pages 41, 284 and 419, respectively, to have a more informed view.
The trading price of the Equity Shares of our Company could decline due to the factors mentioned in “Risk
Factors” on page 41 and you may lose all or part of your investments.
183STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO OUR COMPANY AND
ITS SHAREHOLDERS
To,
The Board of Directors
Crystal Crop Protection Limited
B-95, Wazirpur Industrial Area,
Ashok Vihar, North West Delhi, 110052
Delhi, India
Subject: Statement of special tax benefits (“the Statement”) available to Crystal Crop Protection Limited
(“the Company”), and its shareholders in India prepared in accordance with the requirement under
Schedule VI –Part A - Clause (9) (L) of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”).
This report is issued in accordance with the Engagement Letter dated 12 September 2025.
We hereby report that the enclosed Annexures II and III prepared by the Company, initialled by us for
identification purpose, states the special tax benefits available to the Company and its shareholders in India, under
direct and indirect taxes (together “the Tax Laws”), presently in force in India as on 17 December 2025 which
are defined in Annexure I. These 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 and
its shareholders to derive these special tax benefits is dependent upon their fulfilling such conditions, which is
based on business imperatives the Company may face in the future and accordingly, the Company and its
shareholders may or may not choose to fulfil.
The benefits discussed in the enclosed Annexures II and III cover the special tax benefits available to the
Company and its shareholders and do not cover any general tax benefits available to the Company and its
shareholders. Further, the preparation of the enclosed Annexures II and III and its contents which are to be
included in the Draft Red Herring Prospectus is the responsibility of the Management of the Company and have
been approved by the Board of Directors of the Company at its meeting held on 17 December 2025. 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. Further, the benefits discussed in the Annexures II and III are not
exhaustive. In view of the individual nature of the tax consequences and the changing tax laws, each investor
is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the proposed initial public offering of equity shares of the Company (the “Proposed Offer”)
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 special tax benefits, which an investor can avail. Neither we are
suggesting nor advising the investors to invest money based on the 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 requires 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 and its shareholders will continue to obtain these special tax benefits per the
Statement in future; or
ii) the conditions prescribed for availing the special tax benefits where applicable, have been/would
be met with.
The contents of the 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.
184Our 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.
This report is addressed to and is provided to enable the Board of Directors of the Company to include this report
in the Draft Red Herring Prospectus, prepared in connection with the Proposed Offer to be filed by the Company
with the Securities and Exchange Board of India and the concerned stock exchanges where the equity shares of
the Company are proposed to be listed. It is not to be used, referred to or distributed for any other purpose without
our prior written consent.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm Registration No: 001076N/N500013
Sujay Paul
Partner
Membership Number: 096314
UDIN: 25096314BMNWQI8524
Date: 17 December 2025
Place: Noida
185Annexure I
List of Direct and Indirect Tax Laws (“TAX LAWS”)
S.no. Details of tax laws
1. Income-tax Act, 1961 and Income-tax Rules, 1962 (read with applicable circulars and notifications)
2. The Central Goods and Services Act,2017 read with Central Goods and Services Tax Rules,
2017(read with applicable circulars and notifications)
The Integrated Goods and Services Tax Act, 2017 including the relevant rules, notifications and
circulars issued there under
Applicable State/ Union Territory Goods and Services Tax Act, 2017 including the relevant rules,
notifications and circulars issued there under
3. The Customs Act, 1962 read with Customs rules and regulations)
4. The Foreign Trade Policy, 2023 read with Foreign Trade (D&R) Act 1992)
5. The Customs Tariff Act, 1975 including the relevant rules, notifications and circulars issued there
under
6. The Manufacturing and Other Operations in Special Warehouse Regulations, 2020 (MOOWR
Regulations)
7. The Jammu and Kashmir Goods and Services Act,2017 read with Jammu and Kashmir Goods and
Services Tax Rules, 2017(read with applicable circulars and notifications))
8. The Gujarat Goods and Services Act,2017 read with Gujarat Goods and Services Tax Rules,
2017(read with applicable circulars and notifications))
9. Maharashtra Goods and Services Act,2017 read with Maharashtra Goods and Services Tax Rules,
2017(read with applicable circulars and notifications))
For and on behalf of Board of Directors of
Crystal Crop Protection Limited
Nitin Agarwal
Chief Financial Officer
Place: Delhi
Date: 17 December 2025
186Annexure II
STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABLE TO Crystal Crop Protection Limited
(THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT TAX LAWS IN
INDIA PREPARED IN ACCORDANCE WITH THE REQUIREMENT UNDER SCHEDULE VI -PART
A – CLAUSE (9) (L) OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“THE SEBI ICDR REGULATIONS”)
Outlined below are certain special direct tax benefits available to the Company, and its shareholders the Income-
tax Act, 1961 (hereinafter referred to as “the ITA”), read with Income-tax Rules, 1962, circulars, notifications,
as amended by the Finance Act, 2025 (collectively hereinafter referred to as the “Income Tax Law”). These
special direct tax benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed
under the relevant Income Tax Law.
A. Special direct tax benefits available to the Company under the Income Tax Law in India
1. Beneficial corporate tax rate in case of domestic Company- Section 115BAA of the ITA
Section 115BAA of the ITA, introduced vide The Taxation Laws (Amendment) Act, 2019, lays down certain
conditions on fulfillment of which domestic companies are entitled to avail a concessional tax rate of 22%
(plus applicable surcharge and cess). The option to apply under this tax rate is made available from Financial
Year (‘FY’) 2019-20 relevant to Assessment Year (‘AY’) 2020-21 and the option once exercised shall apply
to subsequent AYs unless rendered invalid due to violation of specified conditions. The concessional tax
rate of 22% (plus surcharge of 10% and health and education cess of 4%) is subject to a company not
availing any of the following deductions / exemptions under the provisions of the ITA:
• Section 10AA: Tax holiday available to units in a Special Economic Zone subject to the sunset
clause.
• Section 32(1)(iia): Additional depreciation.
• Section 32AD: Investment allowance
• Section 33AB / 33ABA: Tea coffee rubber development expenses / site restoration expenses
• Section 35(1)(ii) or 35(1)(iia) or 35(1)(iii) / 35(2AA) / 35(2AB): Expenditure on scientific research.
• Section 35AD: Deduction for capital expenditure incurred on specified businesses.
• Section 35CCC / 35CCD: Expenditure on agricultural extension / skill development.
• Section 80LA of the ITA other than deduction applicable to a unit in the International Financial
Services Centre, as referred to in sub-section (1A) of Section 80LA of the ITA
• Chapter VI A other than the provisions of section 80JJAA and section 80M of the ITA.
The total income of a company availing the beneficial tax rate of 25.168% (i.e., 22% tax plus 10% surcharge
and 4% health & education cess) 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 beneficial tax regime in its return of income filed under section 139(1) of the ITA. Further,
provisions of Minimum Alternate Tax (‘MAT’) under section 115JB of the ITA shall not be applicable to
companies availing this concessional 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 this concessional tax rate by filing Form 10-IC (on or before the due date of
filing income tax return under section 139 (1) of the ITA) which is a pre-requisite for availing the
concessional tax rates under section 115BAA of the ITA.
Note: The Company has opted the lower tax rate as per section 115BAA of the ITA from FY 2019-20 and
onwards, and have filed form 10IC on 15 January 2021 which is a pre-requisite for availing the concessional
tax rates under section 115BAA of the ITA.
1872. Deduction in respect of inter-corporate dividends – Section 80M of the ITA
As per the provisions of section 80M of the ITA, a domestic company shall be allowed to claim a deduction
of dividend income earned from any other domestic company or a foreign company or a business trust.
However, such deduction shall be restricted to the amount of dividend distributed by it to its shareholders
on or before the due date, i.e., one month prior to the date of furnishing the return of income under sub-
section (1) of section 139 of the ITA.
Note: While the company has distributed dividend during the year, however, it has not received any dividend
income during FY 2024-25.
3. Deductions in respect of employment of new employees – Section 80JJAA of the ITA
As per section 80JJAA of the ITA, where a company is subject to tax audit under section 44AB of the ITA
and derives income from business, it shall be allowed to claim a deduction of an amount equal to 30% of
additional employee cost (relating to specified category of employees) incurred in the course of such
business in a previous year, for 3 consecutive assessment years including the assessment year relevant to
the previous year in which such additional employment cost is incurred.
Additional employee cost means the total emoluments paid or payable to additional employees employed
in the previous year through an account payee cheque or account payee bank draft or by use of electronic
clearing system through a bank account or through such other electronic mode as may be prescribed. These
employees should have total salary not more than Rs. 25,000/- per month and should also be a member of a
recognized provident fund.
The eligibility to claim the deduction is subject to fulfilment of prescribed conditions specified in sub-
section (2) of section 80JJAA of ITA. Further, to claim the aforesaid deduction, the Company is required to
furnish the report of an accountant electronically in Form 10DA containing the particulars of deduction prior
to the due date of filing tax audit report as per section 44AB of the ITA. The deduction under Section 80JJAA
of the ITA would continue to be available to the company even where the company opts for the lower tax
rate of 22% under section 115BAA of the ITA.
Note: The Company has claimed deduction u/s 80JJAA of the ITA for FY 2024-25 and has filed Form 10DA
on 23 September 2025 for the same.
4. Deduction in respect of certain preliminary expenses – Section 35D of the ITA
In accordance with and subject to the fulfillment of conditions as laid out under section 35D of the ITA, the
company may be entitled to amortize preliminary expenditure, being specified expenditure incurred in
connection with the issue for public subscription or such other expenditure as prescribed under section 35D
of the ITA, subject to the limit specified therein (viz maximum 5% of the cost of the project or 5% of the
capital employed in the business of the company).
The deduction is allowable for an amount equal to one-fifth of such expenditure for each of five successive
previous years beginning with the previous year in which the business commences or as the case may be,
the previous year in which the extension of the undertaking is completed, or the new unit commences
production or operation.
In order to claim deduction under section 35D of the ITA, the Company shall be required to furnish a
statement in Form 3AF containing the particulars of specified expenditure under section 35D(2)(a) of the
ITA to income tax authority prior to one month before the due date of filing income tax return as per section
139(1) of the ITA.
Note: The Company has not claimed any deduction u/s 35D of the ITA for FY 2024-25.
5. Deduction in respect of certain preliminary expenses – Section 35DD of the ITA
As per the provisions of the Section 35DD of the ITA, an assessee, being an Indian company, is eligible to
claim deduction of any expenditure incurred wholly and exclusively for the purposes of amalgamation or
188demerger of an undertaking. The deduction under section 35DD of the IT Act is allowable for an amount
equal to one-fifth of such expenditure for each of the five successive previous years beginning with the
previous year in which the amalgamation or demerger takes place subject to fulfilment of prescribed
conditions under section 2(1B) and section 35DD of the ITA.
Note: The Company has claimed a deduction under Section 35DD of the ITA, in respect of the demerger
and transfer of Agri Chemical and Equipment Business Undertaking of Aviral Crop Science Private Limited
to the Company, effective from April 1, 2022.
6. Exempt income under section 10 of the ITA
As per the provisions of section 10(2A) of the ITA, share of profit received by a partner from a partnership
firm is exempt in the hands of the partner. Further, as per section 10(15) of the ITA, interest income on
specific bonds such as NHAI, RECL, IRFCL, etc. as notified by Central Government are exempt in the
hands of the assessee.
Note: During FY 2024-25, the Company has earned profit from a partnership firm and interest income from
tax free bonds. The same has been claimed as tax exempt in the hands of the Company.
7. Set off and carry forward of Unabsorbed Depreciation under section 32(2) of the ITA
As per the provisions of section 32(2) of the ITA, where a company does not have sufficient business profits
to cover the depreciation allowance for that year, the unabsorbed depreciation shall be carried forward to
subsequent assessment years for an indefinite period until it is fully absorbed and set off against future
profits of subsequent assessment years.
Note: The Company does not have any unabsorbed depreciation u/s 32(2) of the ITA as per Income tax
return of FY 2023-24.
8. Set off & carry forward of business loss under section 72 of the ITA
As per the provisions of section 72 of the ITA, if the Company has incurred loss under the head “Profits and
gains of business or profession” excluding unabsorbed depreciation stated above, and such loss has not been
set-off against income under any other head of income, then such loss shall be carried forward to set-off
against the business income in the following eight assessment years.
Note: The Company has not carried forward any business loss u/s 72 of the ITA as per Income tax return of
FY 2023-24.
9. Set off & carry forward of accumulated loss and unabsorbed depreciation in amalgamation or
demerger, etc under section 72A of the ITA
As per section 72A of the ITA, brought forward business losses and unabsorbed depreciation of the
amalgamating company are allowed to be set off and carried forward in the hands of amalgamated company
in case of amalgamation of specified list of entities which inter-alia includes a company owning an industrial
undertaking as defined in sub section 7 of section 72A of the ITA subject to fulfillment of several other
conditions as mentioned therein.
Note: The Company does not have any brought forward losses or unabsorbed depreciation as per section
72A of the ITA as per Income tax return of FY 2023-24.
10. Tax on Capital gains
LTCG arising from the transfer of long-term capital assets under section 112 / 112A of the ITA is taxable at
the rate of 12.5% (without the benefit of Indexation) with effect from (w.e.f.) 23 July 2024. Further, it is
worthwhile to note that tax shall be levied where such aggregate capital gains exceed INR 1,25,000 in a FY
under section 112A of the Act.
189Also, gains arising from sale of units of Specified Mutual Funds or Market Linked debentures acquired on
or after the 1 April 2023 are always considered as short-term irrespective of the period of holding in
accordance with section 50AA of the ITA.
Further, STCG arising from the transfer of short-term capital assets (other than listed equity shares, unit of
an equity-oriented fund or unit of a business trust covered under section 111A of the ITA), shall be taxed at
the normal tax rate of the Company. Further, the STCG on the sale of listed equity shares, unit of an equity-
oriented fund or unit of a business trust covered under section 111A of the ITA shall be taxed at the rate of
20% w.e.f. 23 July 2024.
Note: The company has earned income from capital gains during FY 2024-25 from sale of equity oriented
mutual funds and Market Linked Debentures (MLD).
11. Set-off & carry forward of losses under the head capital gains
As per the provisions of section 70 of the ITA, if the company has incurred losses under the head capital
gains in relation to a short-term capital asset, it can be set off either against STCG or LTCG for that
assessment year. If the loss has been incurred in relation to a long-term capital asset, it can be set-off only
against LTCG for that assessment year.
However, if the losses are not wholly set-off within the same assessment year, it shall be carried forward to
set-off against the income in the following eight assessment years as per section 74 of the ITA. If the loss
carried forward relates to short-term capital asset, it shall be set-off either against LTCG or STCG. However,
if the loss carried forward relates to long-term capital asset, it shall be set-off only against LTCG.
Note: The Company has set off brought forward STCL from STCG of FY 2023-24. Further, the Company
has not carried forward any losses under the head capital gains as per section 74 of the ITA as per Income
tax return of FY 2023-24.
B. Special direct tax benefits available to the shareholders under the Income Tax Laws in India
1. Dividend Income
Dividend Income earned by the shareholders would be taxable in their hands at the applicable rates.
However, in case of domestic corporate shareholders, benefit of deduction under section 80M of the ITA
would be available subject to fulfillment of certain conditions. Further, where the shareholders are resident
individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, and every artificial
juridical person, surcharge would be restricted to 15% in respect of dividend income. Also, as per section
115A of the ITA, dividend income earned by a non-resident (not being a company) or by a foreign company,
shall be taxed at the rate of 20% subject to fulfillment of prescribed conditions under the ITA.
2. Tax on Capital Gains
As per section 112A of the ITA, long-term capital gains arising from transfer of equity shares, or a unit of
an equity-oriented fund or a unit of a business trust shall be taxed at the rate of 12.5% of such capital gains
w.e.f. 23 July 2024 subject to payment of securities transaction tax on acquisition and transfer of equity
shares and on the transfer of unit of an equity-oriented fund or a unit of a business trust under Chapter VII
of Finance (No. 2) Act read with Notification No. 60/2018/F. No.370142/9/2017-TPL dated 1 October 2018.
However, no tax under the said section shall be levied where such capital gain does not exceed INR 1,25,000
during the year.
As per section 111A of the ITA, 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 20% w.e.f. 23 July 2024. This is
subject to fulfilment of prescribed conditions under the ITA.
Further, the surcharge on capital gains shall be restricted to 15%.
1903. Special Provisions for Non-resident shareholders
As per section 115A of the ITA, dividend income earned by a non-resident (not being a company) or by a
foreign company, shall be taxed at the rate of 20% (plus applicable surcharge and cess) subject to fulfilment
of prescribed conditions under the ITA.
The first proviso to section 48 of the Act entitles a non-resident to factor in the effects of exchange rate
fluctuation while computing the capital gains in the manner prescribed in the Income tax regulations, where
the shares are purchased in foreign currency. Further, as per the third proviso to section 48 of the Act, the
benefits of first proviso i.e., effects of exchange rate fluctuation to Non-resident are not available in case of
long-term capital gain on sale of equity shares or a unit of an equity-oriented fund or a unit of a business
trust referred under section 112A of the Act. As per section 90(2) of the ITA, non-resident shareholders will
be entitled to be governed by the beneficial provisions under the respective Double Taxation Avoidance
Agreement (“DTAA”), if any, applicable to such non-residents. This is subject to fulfilment of conditions
prescribed to avail treaty benefits.
Section 115E of the ITA provides a special concessional tax regime for Non-Resident Indians (NRIs) who
invest in specified assets. It offers a flat 20% tax on income earned from such investments (like interest or
dividends) and a 10/12.5% tax on long-term capital gains.
Further, any income by way of capital gains or dividends accruing to non-residents, may be subject to
withholding tax as per the provisions of the ITA or under the relevant DTAA, whichever is beneficial.
However, where such non-residents have obtained a lower withholding tax certificate from the tax
authorities, the withholding tax rate would be as per the said certificate. The non-resident shareholders may
be able to avail credit for any taxes paid by them in India, subject to local laws of the country in which such
shareholder is resident.
4. As per section 36(1)(xv) of the ITA, the STT paid in respect to the taxable securities transactions entered
during the course of business can be deducted in computing the total income provided the income arising
from such taxable securities transactions is included under the head "Profits and gains of business or
profession”.
Notes:
1. These special direct tax benefits are dependent on the company fulfilling the conditions prescribed under
the relevant provisions of the Income Tax Laws. Hence, the ability of the company to derive the tax benefits
is dependent upon fulfilling such conditions, which based on the business imperatives, the company may or
may not choose to fulfil.
2. The statement covers the possible special tax benefits available to the company and its shareholders but
does not cover any general tax benefits available to the company and its shareholders.
3. The special direct 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.
4. The statement has been prepared on the basis that the company is in the process of getting shares of the
company listed on a recognized stock exchange in India and the company will be issuing shares.
5. The statement is prepared based on information available with the management of the company and there
is no assurance that:
i. the company will continue to obtain these benefits in future.
ii. the conditions prescribed for availing the benefits have been / would be met with; and
iii. the revenue authorities / courts will concur with the view expressed herein.
1916. The above views are based on the existing provisions of law and its interpretation, which are subject to
change from time to time.
7. The statement sets out the provisions of law in a summarized manner only and is not a complete analysis or
listing of all potential tax consequences of the purchase, ownership, and disposal of shares.
For and on behalf of Board of Directors of
Crystal Crop Protection Limited
Nitin Agarwal
Chief Financial Officer
Place: Delhi
Date: 17 December 2025
192Annexure III
STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO Crystal Crop Protection
Limited (THE “COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT TAX
LAWS IN INDIA PREPARED IN ACCORDANCE WITH THE REQUIREMENT UNDER SCHEDULE
VI -PART A – CLAUSE (9) (L) OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“THE SEBI ICDR
REGULATIONS
Outlined below are the special tax benefits available to Crystal Crop Protection Limited (the “Company”) and its
shareholders under the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act,
2017, The Gujarat Goods and Services Tax Act, 2017, The Maharashtra Goods and Services Tax Act, 2017 , The
Jammu and Kashmir Goods and Services Act, 2017, the Customs Act, 1962, the Customs Tariff Act, 1975
including the relevant rules, notifications and circulars issued there under, the Foreign Trade (Development and
Regulation) Act, 1992 (read with Foreign Trade Policy 2023) (collectively referred as "Indirect Tax Regulations"),
presently in force in India
A. Special tax benefits available to the Company under the Indirect Tax Regulations in India
1. Benefits under The Foreign Trade (Development and Regulation) Act, 1992 (read with relevant
Foreign Trade Policy)
i. Remission of duties and taxes on Exported Products (RoDTEP)
Remission of duties and taxes on Exported Products (RoDTEP) scheme has replaced Merchandise Export
from India Scheme (MEIS). Under the scheme, rebate of duty and taxes which is not refunded under any
other Scheme will be given in the form of duty credit/electronic scrip. The scheme was notified from 1
January 2022 with the intention of boosting exports. The rate of duty of remission for the products under
RoDTEP scheme has been notified by the Government of India and it ranges from 0.5 percent to 4 percent.
ii. Benefits under Advance Authorisation Scheme (AAS)
Advance Authorisation is a scheme under FTP that allows the duty-free import of inputs, which are physically
incorporated in an export product. In addition to any inputs, packaging material, fuel, oil, and catalyst which
is consumed/utilized in the process of production of export product, is also allowed to be imported duty-free.
The quantity of inputs allowed for a given product is based on specific norms defined for that export product.
The Directorate General of Foreign Trade (DGFT) provides a sector-wise list of Standard Input -Output
Norms (SION) under which the exporters may choose to apply. Alternatively, exporters may apply for their
own ad-hoc norms in cases where the SION does not suit the exporter.
The inputs imported are exempt from duties like Basic Customs Duty, Additional Customs Duty, Education
Cess, Anti-dumping duty, Safeguard Duty and Transition Product -Specific Safeguard duty, Integrated tax,
and Compensation Cess, wherever applicable, subject to certain conditions.
2. Benefits of Duty-Free Import Authorization
The Duty-Free Import Authorisation (DFIA) scheme allows exporters to import inputs required for
manufacturing export products without paying customs duties, promoting international trade.
The Company has obtained authorisation under DFIA scheme and is availing the benefit of duty free imports.
3. Benefits of Duty Drawback scheme under Section 75 of the Customs Act, 1962
Duty Drawback scheme was introduced as a rebate for customs duty chargeable on any imported materials
or excisable materials used in manufacture or processing of goods, manufactured in India and exported.
As per section 75, Central Government is empowered to allow duty drawback on export of goods, where the
imported materials are used in the manufacture of such goods. Unlike drawback of a portion of the customs
193duty paid on imported goods, here the main principle is that the Government fixes a rate per unit of final
article to be exported out of the country as the amount of drawback payable on such goods.
4. Benefits under the Asia Pacific trade Agreement
The Asia-Pacific Trade Agreement (APTA), previously named the Bangkok Agreement, signed in 1975 as
an initiative of ESCAP, is a preferential tariff arrangement that aims at promoting intra-regional trade through
exchange of mutually agreed concessions by member countries. APTA has five members namely Bangladesh,
China, India, Republic of Korea, Lao People's Democratic Republic and Sri Lanka. ESCAP functions as the
secretariat for the Agreement.
The Company is entitled to avail the benefits of concessional tariff rates to promote intra- regional trade to 5
specific countries under Asia Pacific trade Agreement.
5. Benefits under the Central Goods and Services Tax Act, 2017, respective State Goods and Services
Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with relevant Rules prescribed
thereunder)
Under the GST regime, all supplies of goods and services that qualify as exports of goods or services are
zero-rated supplies.
There are two mechanisms for claiming a refund of accumulated ITC against export. Either person can export
under Bond/ Letter of Undertaking (LUT) as zero-rated supply and claim refund of accumulated Input Tax
Credit or a person may export on payment of integrated Goods and Services Tax and claim refund thereof as
per the provisions of Section 54 of Central Goods and Services Tax Act, 2017.
Thus, the GST law allows the flexibility to the exporter (which will include the supplier making supplies to
SEZ) to claim a refund upfront as integrated tax (by making supplies on payment of tax using ITC) or export
without payment of tax by executing a Bond/LUT and claim refund of related ITC of taxes paid on inputs
and input services used in making zero rated supplies.
6. Special Indirect Tax Incentive under Gujarat Industrial Policy 2015
The Company is entitled to avail the benefit of indirect tax benefits in the form of VAT reimbursement
for a specified percentage defined and prescribed under the Gujarat Industrial Policy 2015.
7. Benefits under the Package Scheme of Incentives, Maharashtra 2019
The Company is entitled to avail the benefit of stamp duty, electricity duty and other benefits available under
the Package Scheme of Incentives 2019 issued by the Maharashtra Government where the Company unit is
registered.
8. Benefits of budgetary support under Jammu and Kashmir Reimbursement of Taxes for promotion of
Small/ Medium/ Large Scale Industries in the state of Jammu and Kashmir
Budgetary support scheme was introduced by Government of Jammu and Kashmir for eligible manufacturing
units on manufacture of specified goods in form of reimbursement of SGST (state taxes) paid in cash through
electronic cash ledger as per Section 49(1) of Jammu and Kashmir Goods and Services Tax Act, 2017 after
adjustment of Input tax credit available under the electronic credit ledger under the provisions of Jammu and
Kashmir Goods and Services Tax Act, 2017.
As per SRO 63 dated 05th Feb 2018, State Government is empowered to provide budgetary support to eligible
manufacturing units to compensate the withdrawal of remission from payment of Value added tax. SGST
reimbursement under this scheme shall be claimed on quarterly basis only after compliance with prescribed
conditions and procedures.
9. Benefits of obtaining license as Authorized Economic Operator(AEO)
It was designed to set standards to secure and to facilitate the ever-growing flow of goods in international
trade. The facilitation measures implemented through the Indian AEO scheme has ensured a significantly
194faster movement of goods at Indian ports, which in turn has translated in substantial savings in time and cost
for the Indian Trade.
The Company has obtained license under Authorised Economic Operator (AEO) scheme and is availing the
benefit of deferred payment of customs duty.
10. The Manufacturing and Other Operations in Special Warehouse Regulations, 2020 (MOOWR
Regulations)
A manufacturer who is operating from a licensed warehouse, pursuant to Sections 58 and 65 of the Customs
Act, and the MOOWR Regulations can avail of deferred duties and waivers on taxation on the import of raw
material and capital goods, as stipulated under the MOOWR Regulations.
The Company has obtained license under Manufacture and Other Operations in Warehouse Regulations, 2019
(MOOWR) scheme for its Karanj and Sava unit. In accordance with the said scheme, the Company is eligible
for storage of imported items, without payment of duty at the time of importation and domestically procured
items for warehousing thereof, as a Private Bonded Warehouse and permitted to carry out manufacturing and
other operations in the said warehouse. The said benefit is subject to conditions specified under the scheme.
B. Special benefits for shareholders of the Company
Shareholders of the Company are not eligible to special tax benefits under the provisions of the the Central
Goods and Services Act, 2017 (read with Central Goods and Services Tax Rules, circulars, notifications),
respective State Goods and Services Tax Act, 2017 (read with respective State Goods and Services Tax Rules,
circulars, notifications), Integrated Goods and Services Tax Act, 2017 (read with Integrated Goods and
Services Tax Rules, circulars, notifications), The Foreign Trade (Development and Regulation) Act, 1992
(read with Foreign Trade Policy 2015-20), Customs Act, 1962 (read with Custom Rules, circulars,
notifications), Customs Tariff Act, 1975 (read with Custom Tariff Rules, circulars, notifications).
Notes:
1. The special tax benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Indirect Tax Regulations. Hence, the ability of the Company
or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on
the business imperatives, the Company or its shareholders may or may not choose to fulfil.
2. The special 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 a
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.
3. The Statement has been prepared on the basis that the equity shares of the Company are listed on a
recognized stock exchange in India and the Company will be issuing equity shares pursuant to the Letter
of Offer.
4. The Statement is prepared on the basis of information available with the Management of the Company and
understanding of the specific activities carried out by the Company and there is no assurance that:
a. The Company or its shareholders or its material subsidiary will continue to obtain these benefits in
future;
b. The conditions prescribed for availing the benefits have been/ would be met with; and
c. The revenue authorities / courts will concur with the view expressed herein.
5. The above views are basis the provisions of law, their interpretation and applicability as on date, which
may be subject to change from time to time.
6. The Statement sets out the provisions of law in a summarized manner only and is not a complete analysis
or listing of all potential tax consequences of the purchase, ownership, and disposal of shares.
195For and on behalf of the Board of Directors of
Crystal Crop Protection Limited
Nitin Agarwal
Chief Financial Officer
Place: Delhi
Date: 17 December 2025
196STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS FROM MATERIAL SUBSIDIARY
December 17, 2025
To
The Board of Directors
Crystal Crop Protection Limited
206, 2nd Floor, Span Trade Centre,
Opp. Kochrab Gandhi Ashram,
Near Paldi Char Rasta Ashram Road
Ellisbridge, Ahmedabad 380 006
Gujarat, India
The Board of Directors
Saffire Crop Science Private Limited
206, 2nd Floor, Span Trade Centre,
Opp Kochrab Gandhi Ashram,
Near Paldi Char Rasta Ashram Road,
Ellisbridge, Ahmedabad City,
Gujarat, India, 380006
Sub: Proposed initial public offering of equity shares of face value of ₹10 each (the “Equity Shares”) of
Crystal Crop Protection Limited (the “Company” and such offer, the “Offer”)
Dear Sir/Madam,
1. We, Bansal & CO LLP, (Firm Registration No. 001113N), have been informed that the Company
proposes to file the Draft Red Herring Prospectus with respect to the Offer (the “DRHP”) with the
Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India
Limited (collectively, the “Stock Exchanges”) in accordance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
from time to time (“SEBI ICDR Regulations”) and applicable laws, and subsequently proposes to file
(i) Red Herring Prospectus (the “RHP”) proposed to be filed with the Registrar of Companies, Gujarat
at Ahmedabad (“RoC”) and thereafter with SEBI and the Stock Exchanges (ii) prospectus proposed to
be filed with the RoC and thereafter with SEBI and the Stock Exchanges (the “Prospectus”); and (iii)
any other documents or materials to be issued in relation to the Offer (collectively with the DRHP, RHP
and Prospectus, the “Offer Documents”).
2. We, hereby confirm the enclosed statement in the Annexure (“Statement”) prepared and issued by us,
provides the possible special tax benefits available to Saffire Crop Science Private Limited (“Material
Subsidiary”), under applicable direct tax and indirect tax laws presently in force in India including the
Income Act, 1961 (‘Act’), the Income-tax Rules, 1962 (‘Rules’), the Central Goods and Services Tax
Act, 2017, the Integrated Goods and Services Tax Act, 2017, Union Territory Goods and Services Tax
Act, 2017, and the applicable states’ Goods and Services Tax Act, (“GST Act”) as promulgated by
various states in India, the Customs Tariff Act, 1975, Special Economic Zone Act, 2005 including the
regulations, circulars and notifications issued thereon, as amended Finance Act, 2025 as applicable to
the assessment year 2026-27 relevant to the financial year 2025-26, presently in force in India available
to the Material Subsidiary, the Foreign Trade Policy and Handbook of Procedures and rules made
thereunder, (collectively the “Taxation Laws”), Customs Act, 1962 (“Customs Act”), State Industrial
Incentive Policies and rules made under any of the aforementioned legislations.
3. Several of these benefits mentioned in the accompanying Statement are dependent on Material
Subsidiary fulfilling the conditions prescribed under the relevant statutory provisions. Hence, the ability
of the Material Subsidiary to derive the special tax benefits is dependent upon fulfilling such conditions,
which is based on business imperatives the Material Subsidiary faces in the future, the Material
Subsidiary may or may not choose, or be able, to fulfil.
4. This statement of possible special tax benefits is required as per paragraph (9)(L) of Part A of Schedule
VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as amended (“SEBI ICDR Regulations”). While the term ‘special tax benefits’ has
197not been defined under the SEBI ICDR Regulations, it is assumed that with respect to special tax benefits
available to Company’s Material Subsidiary, the same would include those benefits as enumerated in the
Statement.
5. The preparation of the accompanying Statement is accurate, complete, and free from misstatement is the
responsibility of the management of the Material Subsidiary including the preparation and maintenance
of all accounting and other relevant supporting records and documents. This responsibility includes
designing, implementing, and maintaining internal control relevant to the preparation and presentation
of the statement, applying an appropriate basis of preparations that is reasonable in the circumstances.
6. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any
benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India
and the country in which the non-resident has fiscal domicile.
Opinion
1. We do not express any opinion or provide any assurance as to whether:
a). The Material Subsidiary will continue to obtain these benefits in the future; or
b). The conditions prescribed for availing of the benefits have been/would be met with.
2. The contents of the enclosed Statement are based on information, explanations and representations
obtained from the Material Subsidiary and based on our understanding of the business activities and
operations of the Material Subsidiary.
3. We have conducted our review in accordance with the ‘Guidance Note on Reports or Certificates for
Special Purposes’ issued by the Institute of Chartered Accountants of India (“ICAI”) which requires that
we comply with ethical requirements of the Code of Ethics issued by the ICAI. We hereby confirm that
while providing this statement we have complied with the Code of Ethics issued by the ICAI. 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.
4. We undertake to update you in writing, of any change in the above-mentioned position that the Material
Subsidiary may inform us in writing or us becoming aware of any such changes until the Equity Shares
issued pursuant to the Offer commence trading on the relevant Stock Exchanges. In the absence of any
such communication from us, the above information should be considered as an updated information
until the Equity Shares commence trading on the Stock Exchanges, pursuant to the Offer.
5. This certificate is addressed to Board of Directors of the Company and Material Subsidiary and issued at
specific request of the Company. The enclosed Statement is intended solely for your information and for
inclusion in the Offer Documents in connection with the proposed initial public offering of equity shares
of the Company
6. This certificate may be relied upon by the Company, the book running lead managers appointed for the
Offer (“Book Running Lead Managers” or “BRLMs”), and the legal counsel appointed by the Company
and the BRLMs in relation to the Offer and to assist the BRLMs in conducting and documenting their
investigation of the affairs of the Company in connection with the Offer. We hereby consent to extracts
of, or reference to, this certificate being used in the Offer Documents or any other documents in
connection with the Offer. We hereby consent to (i) the submission of this certificate as may be
necessary to the SEBI, the RoC, the relevant stock exchanges (including for the purpose of submission
to the repository platform) and any other regulatory authority and/or for the records to be maintained by
the Book Running Lead Managers and in accordance with applicable law; and (ii) the disclosure of this
certificate if required by reason of any law, regulation or order of a court or by any governmental or
competent regulatory authority; or in seeking to establish a defence in connection with, or to avoid, any
actual, potential or threatened legal, arbitral or regulatory proceeding or investigation.
7. We hereby consent to be named an “expert” under the Companies Act, 2013, as amended, and our name
may be disclosed as an expert to any applicable legal or regulatory authority insofar as may be required,
in relation to the statements contained therein. We further confirm that we are not and have not been
engaged or interested in the formation or promotion or management of the Company.
1988. We also consent to the inclusion of this certificate as a part of “Material Contracts and Documents for
Inspection” in connection with this Offer, which will be available for public for inspection from date of
the filing of the RHP until the Bid/ Offer Closing Date.
9. All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to
them in the Offer Documents.
Yours faithfully
For Bansal & Co LLP
Firm Regn No: 001113N/N500079
Peer Review Number: 022089
Chartered Accountants
Pawan Kumar Jain
Partner
Membership No.: 518265
UDIN: 25518265BMKVKP9142
Place: New Delhi
Date: December 17, 2025
199Annexure A
STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABLE TO SAFFIRE CROP SCIENCE
PRIVATE LIMITED (THE “MATERIAL SUBSIDIARY”) AND ITS SHAREHOLDERS UNDER THE
APPLICABLE DIRECT TAX LAWS IN INDIA
Outlined below are certain special direct tax benefits available to the Material Subsidiary and its shareholders the
Income-tax Act, 1961 (hereinafter referred to as “the ITA”), read with Income-tax Rules, 1962, circulars,
notifications, as amended by the Finance Act, 2025 (collectively hereinafter referred to as the “Income Tax
Law”). These special direct tax benefits are dependent on the Material Subsidiary and its shareholders fulfilling
the conditions prescribed under the relevant Income Tax Law.
A. Special direct tax benefits available to the Material Subsidiary under the Income Tax Law in India
1. Beneficial corporate tax rate in case of domestic company- Section 115BAA of the ITA
Section 115BAA of the ITA, introduced vide The Taxation Laws (Amendment) Act, 2019, lays down certain
conditions on fulfillment of which domestic companies are entitled to avail a concessional tax rate of 22%
(plus applicable surcharge and cess). The option to apply under this tax rate is made available from Financial
Year (‘FY’) 2020-2021relevant to Assessment Year (‘AY’) 2021-22 and the option once exercised shall
apply to subsequent AYs unless rendered invalid due to violation of specified conditions. The concessional
tax rate of 22% (plus surcharge of 10% and health and education cess of 4%) is subject to a company not
availing any of the following deductions / exemptions under the provisions of the ITA:
• Section 10AA: Tax holiday available to units in a Special Economic Zone subject to the sunset clause.
• Section 32(1)(iia): Additional depreciation.
• Section 32AD: Investment allowance
• Section 33AB / 33ABA: Tea coffee rubber development expenses / site restoration expenses
• Section 35(1)(ii) or 35(1)(iia) or 35(1)(iii) / 35(2AA) / 35(2AB): Expenditure on scientific research.
• Section 35AD: Deduction for capital expenditure incurred on specified businesses.
• Section 35CCC / 35CCD: Expenditure on agricultural extension / skill development.
• Section 80LA of the ITA other than deduction applicable to a unit in the International Financial Services
Centre, as referred to in sub-section (1A) of Section 80LA of the ITA
• Chapter VI A other than the provisions of section 80JJAA and section 80M of the ITA.
The total income of a company availing the beneficial tax rate of 25.168% (i.e., 22% tax plus 10% surcharge
and 4% health & education cess) 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 beneficial tax regime in its return of income filed under section 139(1) of the ITA. Further,
provisions of Minimum Alternate Tax (‘MAT’) under section 115JB of the ITA shall not be applicable to
companies availing this concessional 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 this concessional tax rate by filing Form 10-IC (on or before the due date of
filing income tax return under section 139 (1) of the ITA) which is a pre-requisite for availing the
concessional tax rates under section 115BAA of the ITA.
Note: The Material Subsidiary has opted the lower tax rate as per section 115BAA of the ITA from FY 2020-
21 and onwards, and have filed form 10IC on February 1,2022 which is a pre-requisite for availing the
concessional tax rates under section 115BAA of the ITA.
2002. Deduction in respect of inter-corporate dividends – Section 80M of the ITA
As per the provisions of section 80M of the ITA, a domestic company shall be allowed to claim a deduction
of dividend income earned from any other domestic company or a foreign company or a business trust.
However, such deduction shall be restricted to the amount of dividend distributed by it to its shareholders on
or before the due date, i.e., one month prior to the date of furnishing the return of income under sub-section
(1) of section 139 of the ITA.
Note: The Material Subsidiary has not distributed dividend during the year and not received any dividend
income.
3. Deductions in respect of employment of new employees – Section 80JJAA of the ITA
As per section 80JJAA of the ITA, where a company is subject to tax audit under section 44AB of the ITA
and derives income from business, it shall be allowed to claim a deduction of an amount equal to 30% of
additional employee cost (relating to specified category of employees) incurred in the course of such business
in a previous year, for 3 consecutive assessment years including the assessment year relevant to the previous
year in which such additional employment cost is incurred.
Additional employee cost means the total emoluments paid or payable to additional employees employed in
the previous year through an account payee cheque or account payee bank draft or by use of electronic
clearing system through a bank account or through such other electronic mode as may be prescribed. These
employees should have total salary not more than Rs. 25,000/- per month and should also be a member of a
recognized provident fund.
The eligibility to claim the deduction is subject to fulfilment of prescribed conditions specified in sub-section
(2) of section 80JJAA of ITA. Further, to claim the aforesaid deduction, the company is required to furnish
the report of an accountant electronically in Form 10DA containing the particulars of deduction prior to the
due date of filing tax audit report as per section 44AB of the ITA. The deduction under Section 80JJAA of
the ITA would continue to be available to the company even where the company opts for the lower tax rate
of 22% under section 115BAA of the ITA.
Note: The Material Subsidiary has not claimed any deduction u/s 35D of the ITA .
4. Exempt income under section 10 of the ITA
As per the provisions of section 10(2A) of the ITA, share of profit received by a partner from a partnership
firm is exempt in the hands of the partner. Further, as per section 10(15) of the ITA, interest income on
specific bonds such as NHAI, RECL, IRFCL, etc. as notified by Central Government are exempt in the hands
of the assessee.
Note: The Material Subsidiary does have share of profit/(loss) from a Limited Liability Partnership Firm,
eligible as exempt income under section 10 of the ITA as per Income tax return.
5. Set off and carry forward of Unabsorbed Depreciation under section 32(2) of the ITA
As per the provisions of section 32(2) of the ITA, where a company does not have sufficient business profits
to cover the depreciation allowance for that year, the unabsorbed depreciation shall be carried forward to
subsequent assessment years for an indefinite period until it is fully absorbed and set off against future profits
of subsequent assessment years.
Note: The material subsidiary had unabsorbed depreciation under Section 32(2) of the Income Tax Act,
which has been utilised fully in AY 2025-2026 as reflected in its Income Tax Return.
6. Set off & carry forward of business loss under section 72 of the ITA
As per the provisions of section 72 of the ITA, if the Material Subsidiary has incurred loss under the head
“Profits and gains of business or profession” excluding unabsorbed depreciation stated above, and such loss
has not been set-off against income under any other head of income, then such loss shall be carried forward
to set-off against the business income in the following eight assessment years.
201Note: The material subsidiary had carried forward business losses under Section 72 of the Income Tax Act,
which has been utilised fully in AY 2025-2026 as reflected in its Income Tax Return.
7. Set off & carry forward of accumulated loss and unabsorbed depreciation in amalgamation or
demerger, etc under section 72A of the ITA
As per section 72A of the ITA, brought forward business losses and unabsorbed depreciation of the
amalgamating company are allowed to be set off and carried forward in the hands of amalgamated company
in case of amalgamation of specified list of entities which inter-alia includes a company owning an industrial
undertaking as defined in sub section 7 of section 72A of the ITA subject to fulfillment of several other
conditions as mentioned therein.
Note: The Material Subsidiary has not any brought forward losses and unabsorbed depreciation as per
section 72A of the ITA as per Income tax return.
8. Tax on Capital gains
LTCG arising from the transfer of long-term capital assets under section 112 / 112A of the ITA is taxable at
the rate of 12.5% (without the benefit of Indexation) with effect from (w.e.f.) 23 July 2024. Further, it is
worthwhile to note that tax shall be levied where such aggregate capital gains exceed INR 1,25,000 in a FY
under section 112A of the Act.
Also, gains arising from sale of units of Specified Mutual Funds or Market Linked debentures acquired on
or after the 1 April 2023 are always considered as short-term irrespective of the period of holding in
accordance with section 50AA of the ITA.
Further, STCG arising from the transfer of short-term capital assets (other than listed equity shares, unit of
an equity-oriented fund or unit of a business trust covered under section 111A of the ITA), shall be taxed at
the normal tax rate of the company. Further, the STCG on the sale of listed equity shares, unit of an equity-
oriented fund or unit of a business trust covered under section 111A of the ITA shall be taxed at the rate of
20% w.e.f. 23 July 2024.
Note: The Material Subsidiary has not earned income from capital gains during the year.
9. Set-off & carry forward of losses under the head capital gains
As per the provisions of section 70 of the ITA, if the company has incurred losses under the head capital
gains in relation to a short-term capital asset, it can be set off either against STCG or LTCG for that
assessment year. If the loss has been incurred in relation to a long-term capital asset, it can be set-off only
against LTCG for that assessment year.
However, if the losses are not wholly set-off within the same assessment year, it shall be carried forward to
set-off against the income in the following eight assessment years as per section 74 of the ITA. If the loss
carried forward relates to short-term capital asset, it shall be set-off either against LTCG or STCG. However,
if the loss carried forward relates to long-term capital asset, it shall be set-off only against LTCG.
Note: The Material Subsidiary has carried forward losses under the head capital gains as per section 74 of
the ITA as per Income tax return.
B. Special direct tax benefits available to the shareholders under the Income Tax Laws in India
1. Dividend Income
Dividend Income earned by the shareholders would be taxable in their hands at the applicable rates. However,
in case of domestic corporate shareholders, benefit of deduction under section 80M of the ITA would be
available subject to fulfillment of certain conditions. Further, where the shareholders are resident individuals,
Hindu Undivided Family, Association of Persons, Body of Individuals, and every artificial juridical person,
surcharge would be restricted to 15% in respect of dividend income. Also, as per section 115A of the ITA,
202dividend income earned by a non-resident (not being a company) or by a foreign company, shall be taxed at
the rate of 20% subject to fulfillment of prescribed conditions under the ITA.
2. Tax on Capital Gains
As per section 112A of the ITA, long-term capital gains arising from transfer of equity shares, or a unit of an
equity-oriented fund or a unit of a business trust shall be taxed at the rate of 12.5% of such capital gains w.e.f.
23 July 2024 subject to payment of securities transaction tax on acquisition and transfer of equity shares and
on the transfer of unit of an equity-oriented fund or a unit of a business trust under Chapter VII of Finance
(No. 2) Act read with Notification No. 60/2018/F. No.370142/9/2017-TPL dated 1 October 2018.
However, no tax under the said section shall be levied where such capital gain does not exceed INR 1,25,000
during the year.
As per section 111A of the ITA, 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 20% w.e.f. 23 July 2024. This is subject
to fulfilment of prescribed conditions under the ITA.
Further, the surcharge on capital gains shall be restricted to 15%.
3. Special Provisions for Non-resident shareholders
As per section 115A of the ITA, dividend income earned by a non-resident (not being a company) or by a
foreign company, shall be taxed at the rate of 20% (plus applicable surcharge and cess) subject to fulfilment
of prescribed conditions under the ITA.
The first proviso to section 48 of the Act entitles a non-resident to factor in the effects of exchange rate
fluctuation while computing the capital gains in the manner prescribed in the Income tax regulations, where
the shares are purchased in foreign currency. Further, as per the third proviso to section 48 of the Act, the
benefits of first proviso [i.e., effects of exchange rate fluctuation to Non-resident] are not available in case of
long-term capital gain on sale of equity shares or a unit of an equity-oriented fund or a unit of a business trust
referred under section 112A of the Act. As per section 90(2) of the ITA, non-resident shareholders will be
entitled to be governed by the beneficial provisions under the respective Double Taxation Avoidance
Agreement (“DTAA”), if any, applicable to such non-residents. This is subject to fulfilment of conditions
prescribed to avail treaty benefits.
Section 115E of the ITA provides a special concessional tax regime for Non-Resident Indians (NRIs) who
invest in specified assets. It offers a flat 20% tax on income earned from such investments (like interest or
dividends) and a 10/12.5% tax on long-term capital gains.
Further, any income by way of capital gains or dividends accruing to non-residents, may be subject to
withholding tax as per the provisions of the ITA or under the relevant DTAA, whichever is beneficial.
However, where such non-residents have obtained a lower withholding tax certificate from the tax authorities,
the withholding tax rate would be as per the said certificate. The non-resident shareholders may be able to
avail credit for any taxes paid by them in India, subject to local laws of the country in which such shareholder
is resident.
4. As per section 36(1)(xv) of the ITA, the STT paid in respect to the taxable securities transactions entered
during the course of business can be deducted in computing the total income provided the income arising
from such taxable securities transactions is included under the head "Profits and gains of business or
profession”.
Notes:
1. These special direct tax benefits are dependent on the Material Subsidiary fulfilling the conditions prescribed
under the relevant provisions of the Income Tax Laws. Hence, the ability of the Material Subsidiary to derive
the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the
Material Subsidiary may or may not choose to fulfil.
2032. The Statement covers the possible special tax benefits available to the Material Subsidiary and its
shareholders but does not cover any general tax benefits available to the Material Subsidiary and its
shareholders.
3. The above views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time.
4. The Statement sets out the provisions of law in a summarized manner only and is not a complete analysis or
listing of all potential tax consequences of the purchase, ownership, and disposal of shares.
For Saffire Crop Science Private Limited
Anil Nirwal
Director
Place: New Delhi
Date: December 17, 2025
204STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO SAFFIRE CROP SCIENCE
PRIVATE LIMITED (THE “MATERIAL SUBSIDIARY”) AND ITS SHAREHOLDERS UNDER THE
APPLICABLE INDIRECT TAX LAWS IN INDIA
1. Special Indirect Tax Incentive under Gujarat Industrial Policy 2015
The Material Subsidiary is entitled to avail the benefit of indirect tax benefits in the form of VAT reimbursement
for a specified percentage defined and prescribed under the Gujarat Industrial Policy 2015
B. Special benefits for shareholders of the Material Subsidiary
Shareholders of the Material Subsidiary are not eligible to special tax benefits under the provisions of the Central
Goods and Services Act, 2017 (read with Central Goods and Services Tax Rules, circulars, notifications),
respective State Goods and Services Tax Act, 2017 (read with respective State Goods and Services Tax Rules,
circulars, notifications), Integrated Goods and Services Tax Act, 2017 (read with Integrated Goods and Services
Tax Rules, circulars, notifications), The Foreign Trade (Development and Regulation) Act, 1992 (read with
Foreign Trade Policy 2015-20), Customs Act, 1962 (read with Custom Rules, circulars, notifications), Customs
Tariff Act, 1975 (read with Custom Tariff Rules, circulars, notifications).
Notes:
1. The special tax benefits are dependent on the Material Subsidiary or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Indirect Tax Regulations. Hence, the ability of the Material
Subsidiary or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which
based on the business imperatives, the Material Subsidiary or its shareholders may or may not choose to
fulfil.
2. The special 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 a 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.
3. The above views are basis the provisions of law, their interpretation and applicability as on date, which may
be subject to change from time to time.
4. The Statement sets out the provisions of law in a summarized manner only and is not a complete analysis or
listing of all potential tax consequences of the purchase, ownership, and disposal of shares.
For Saffire Crop Science Private Limited
Anil Nirwal
Director
Place: New Delhi
Date: December 17, 2025
205SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Independent Market Report on Agrochemicals & Seeds Industry”
dated December 16, 2025 (the “F&S Report”) prepared and issued by Frost & Sullivan, appointed by our
Company pursuant to engagement letter dated August 19, 2025 and exclusively commissioned and paid for by our
Company in connection with the Offer. The data included herein includes excerpts from the F&S Report and may
have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, all financial, operational,
industry and other related information derived from the F&S Report and included herein with respect to any
particular year, refers to such information for the relevant Financial Year. Unless otherwise indicated, financial,
operational, industry and other related information derived from the F&S Report and included herein with respect
to any particular calendar year/Fiscal/Financial Year refers to such information for the relevant calendar
year/Fiscal/Financial Year. 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.
Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or
base their investment decision solely on this information. The recipient should not construe any of the contents of
the F&S Report as advice relating to business, financial, legal, taxation or investment matters and are advised to
consult their own business, financial, legal, taxation, and other advisors concerning the transaction. See “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and
Market Data” and “Risk Factors – This Draft Red Herring Prospectus contains information from the F&S
Report, which has been exclusively commissioned and paid for by our Company solely for the purposes of the
Offer.” on pages 37 and 82. References to various segments in the entire F&S Report and information derived
therefrom are references to industry segments and in accordance with the presentation, analysis and
categorization in the F&S Report.
Global Macro-Economic Overview
Global Gross Domestic Product (GDP) Growth Outlook
World GDP is projected to grow in the range of 3.0% to 3.2% between calendar year (CY)2025 and CY2030,
rising from an estimated USD 113.8 trillion in CY2025 to USD 144.6 trillion in CY2030 in nominal terms. Over
the past two decades, world GDP growth has generally remained steady, with periodic downturns during crises.
Episodes such as the global financial crisis and the COVID-19 pandemic temporarily disrupted growth, but the
world economy has consistently demonstrated resilience. Nominal GDP is expected to reflect a compounded
annual growth rate (CAGR) of 5.4% between CY2020 and CY2030, compared to a CAGR of 5.1% between
CY2000 and CY2019. After a strong rebound in CY2021, with real GDP growth of 6.6%, the global economy
lost momentum, slowing down to 3.6% in CY2022 and 3.5% in CY2023. This slowdown was driven mainly by
the Russia-Ukraine war, which raised inflation, disrupted supply chains, and led to coordinated worldwide
monetary tightening. Growth remained at 3.3% in CY2024 as inflation began to ease and interest rates were cut,
but rising tariff pressures are expected to lower growth to 3.0% in CY2025. Although the impacts of tariffs remain
uncertain, with countries increasingly preferring partnerships and negotiations over retaliatory measures, global
growth is projected to recover. Despite short-term headwinds, structural shifts in global trade patterns,
decentralization of production, and rise of new manufacturing and industrial hubs will support growth.
206Exhibit 1: Real GDP Growth (%), World Advanced, and Emerging Economies, CY2019-CY2030F
8.0
P)
% 4.0
D(
G h
latw 0.0
e Ro r-4.0
G
-8.0
CY CY CY CY CY CY CY CY CY CY CY CY
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F 2030F
World 2.9 -2.7 6.6 3.6 3.5 3.3 3.0 3.1 3.2 3.2 3.2 3.1
Advanced
1.9 -4.0 6.0 2.9 1.7 1.8 1.5 1.6 1.7 1.7 1.7 1.7
Economies
Emerging
3.7 -1.7 7.0 4.1 4.7 4.3 4.1 4.0 4.2 4.1 4.1 4.0
Economies
Note: E: Estimate, F: Forecast; Data is represented in calendar years. For e.g. CY2019 refers to 1 January 2019 and 31 December 2019;
Source: International Monetary Fund (IMF), Frost & Sullivan
Advanced economies will see an average growth of 1.7% from CY2026 to CY2030, constrained by aging
populations, high debt, inefficient supply chains, and high costs of transitioning into new energy sources. Stable
inflation and low interest rates will provide some assistance to consumption and investment, but maintaining
growth will require targeted structural reforms, innovation, and long-term policy vision. In contrast, emerging
markets will lead global growth, averaging 4.1% annually from CY2025 to CY2030, supported by favourable
demographics, stronger manufacturing capabilities, and investments in digital and green sectors. However, trade
tensions and geopolitical risks will require nations to diversify supply chains and pursue sustainable development
strategies to build long-term resilience.
Growth Outlook for Major Economies
India’s economic growth will remain resilient and will grow at an average of 6.5% between FY2025-26 and
FY2029-30, the fastest among major economies1, driven by elevated strong public capital expenditure (CAPEX),
strong services exports, manufacturing thrust, and resilient domestic consumption. The US economy will
experience a slowdown in CY2025 as elevated tariffs raise import costs and weigh on consumer spending. The
Federal Reserve’s (Fed) expected rate cuts may soften some of this impact, but uncertainties in trade policies
remain a key risk. In the EU, growth will remain muted amid weak manufacturing, sluggish consumption, and
high energy costs, further pressured by trade frictions and policy ambiguity. Still, easing inflation and lower
interest rates should lend some support. In Canada, trade tensions are adding volatility, disrupting supply chains
and hurting business confidence, contributing to modest growth despite monetary easing. Japan will record a mild
upturn on the back of wage gains and stronger consumer spending, though external trade headwinds and policy
uncertainty will temper momentum. Australia, meanwhile, faces slower expansion as demand for commodities
softens and weaker exports curb growth. Still, robust labour markets and supportive policies will help stabilize
domestic activity.
1
The G20 (Group of Twenty) is the standard reference for "major economies" comprising the world’s largest
advanced and emerging economies in terms of nominal GDP, accounting for ~85% of global GDP and ~75% of
global trade.
207Exhibit 2: Real GDP Growth (%), India, United States (US), European Union (EU), Canada, Japan, Australia,
CY2019-CY2030F
16.0
P)
%
D(
G h 8.0
latw
eo
Rr
G 0.0
-8.0
CY CY CY CY CY CY CY CY CY CY CY CY
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F 2030F
India 3.9 -5.8 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5 6.5
US 2.6 -2.2 6.1 2.5 2.9 2.8 1.9 2.0 2.0 2.1 2.1 2.1
EU 2.0 -5.5 6.4 3.7 0.6 1.1 1.2 1.5 1.6 1.6 1.5 1.4
Canada 1.9 -5.0 6.0 4.2 1.5 1.6 1.6 1.9 1.7 1.6 1.6 1.5
Japan -0.4 -4.2 2.7 0.9 1.5 0.2 0.7 0.5 0.6 0.6 0.5 0.5
Note: E: EstAimuastter,a lFia: For1ec.9ast; Da-t2a. 0is repre5s.e4nted in4 c.a1lendar 2y.e1ars. Fo1r .e0.g. CY210.619 refer2s. 1to 1 Jan2u.a3ry 20192 .a3nd 31 D2.e3cember2 2.3019;
India’s data is represented in fiscal years. For e.g. FY2019-20 data refers to April 2019 to March 2020 and corresponds to CY2019; Source:
IMF, Frost & Sullivan
Growth Outlook for Emerging Markets
Exhibit 3: Real GDP Growth (%), Africa, South-East Asia, Latin America and Caribbean, CY2019-CY2030F
8.0
4.0
P)
%
D( 0.0
G h
latw -4.0
eo
Rr G -8.0
CY CY CY CY CY CY CY CY CY CY CY CY
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F 2030F
Africa 3.1 -1.4 4.6 4.3 3.3 3.2 3.9 4.1 4.3 4.4 4.5 4.5
South-
4.7 -3.5 3.4 5.8 4.1 4.8 4.1 3.9 4.3 4.4 4.5 4.6
East Asia
Latin America
0.2 -6.9 7.4 4.2 2.4 2.4 2.2 2.4 2.7 2.7 2.7 2.6
and Caribbean
Note: E: Estimate, F: Forecast; Data is represented in calendar years. For e.g. CY2019 refers to 1 January 2019 and 31 December 2019;
Source: IMF, Frost & Sullivan
Africa is expected to expand 3.9% in CY2025 and average 4.4% in CY2026-CY2030, as cooling inflation,
currency stability, and firmer consumption and investment lift demand. South-East Asia, after estimated to slow
to 4.1% in CY2025 and 3.9% in CY2026 from 4.8% in CY2024, is set to sustain momentum through its young
workforce, urban demand, and heavy investment in infrastructure, digital connectivity, and green energy. Yet tariff
disputes, geopolitical tensions, and overdependence on China threaten stability, making deeper regional
integration, digital agreements, and energy initiatives critical for resilience. Latin America and the Caribbean is
projected to grow 2.2% in CY2025 and 2.4-2.7% in between CY2026-CY2030, as domestic demand cushions
weaker exports amid softer commodity prices, rising trade barriers, and policy uncertainty. High debt costs, tighter
financial conditions, and structural bottlenecks will continue to weigh on fiscal space, job creation, and per capita
incomes.
Key Predictions for the Global Economy, 2025-2026
US Inflation Risks Amid Tariff Wars and Shifting Monetary Policies: After the Fed’s 25 bps rate cut in
December 2024, the federal funds rate stands at 4.25%-4.50%. The ECB also made eight cuts between June 2024
and July 2025 as inflation eased. These policy shifts are boosting investment and spending, but ongoing tariff
disputes add global uncertainty. Although inflationary pressures have moderated, imported inflation, especially in
208the US, remains a concern due to tariffs. Central banks are thus likely to proceed cautiously, balancing inflation
control with growth support.
Trade Recalibration Amid Policy Uncertainty and Easing Tensions: Tariffs imposed in early 2025 disrupted
global trade and triggered retaliation. However, many measures were later withdrawn, paused, or reviewed as
negotiations advanced and inflation pressures rose. By midyear, focus shifted to targeted deals. The US extended
its suspension of tariffs on China until November 2025, advanced the US-UK Economic Prosperity Deal, and
accelerated talks with Middle Eastern partners. Policy has shifted from blanket escalation to measured relaxation,
improving near-term visibility but leaving risks tied to suspension deadlines and unresolved disputes. Meanwhile,
de-dollarization and the rising influence of BRICS are reshaping trade settlements and global currency dynamics.
Asian Emerging Markets and Gulf Countries to Gain from Mexico+1 and China+1 Strategies: As companies
look to reduce risks in operations due to increasing geopolitical tensions, nearshoring and diversification strategies
have become crucial for supply chain realignment. The trend, often called "Mexico+1" and "China+1," shows
efforts to reduce dependence on single country manufacturing and sourcing. Southeast Asia, India, and some
Middle Eastern countries are becoming major beneficiaries of this shift. Attractive labour markets, government
incentives, improved infrastructure, and projects that boost connectivity, like the India-Middle East-Europe
Economic Corridor, are encouraging multinational companies to set up or grow operations in these areas.
India to Remain the World’s Fastest-Growing Major Economy: India is set to outperform peers with GDP
growth averaging 6.5% over fiscal year (FY)2025-26 to FY2029-30, the highest among major economies. Growth
will be driven by elevated public CAPEX, budgeted at INR 11.2 trillion in FY2025-26, strong momentum in the
Production-Linked Incentive (PLI) schemes that are attracting investment into electronics, automotive, and
pharmaceuticals, and resilient services exports. Rising domestic consumption, supported by income tax reductions
and GST rate stabilisation on key inputs, is further strengthening demand.
Manufacturing is rebalancing from “China Only” to multi-map hub: Firms are diversifying footprints to
manage tariff risk, export controls, and supply-chain shocks. The clearest beneficiaries in 2024–26 are India,
Vietnam, Mexico, and Malaysia with India and Vietnam absorbing more assembly and components, Mexico
pulling in nearshored US supply, and Malaysia leveraging its mature electronics base. Recent analyses and case
flows point to a durable China+1 equilibrium rather than a wholesale exit from China.
India’s Policy Access + Market Access Edge: India’s “plus-one” edge is now structural, driven by scale
manufacturing, improving logistics, and a growing web of trade ties that reduce friction with the US, EU, and the
Gulf. The India–Middle East–Europe Economic Corridor is being advanced as a long-haul connectivity bet, still
funding-constrained but designed to shorten lanes linking India to Gulf/EU demand. As Europe’s CBAM shifts
carbon costs onto imports from 2026, India’s producers that can prove lower-carbon processes gain a relative price
edge into the EU versus higher-emission peers.
India Macro Economic Overview
India GDP Outlook
India’s economy expanded by 9.2% in FY2023-24, supported by strong public CAPEX, real estate investment,
and resilient manufacturing and services. However, growth in FY2024-25 moderated to 6.5%, as weaker private
investments, a Q3 (October-December 2024) inflation spike, and external pressures due to tariff volatilities
hampered growth. Since FY2018-19 to FY2024-25, India’s real GDP grew at an average of 5.4%, but it is expected
to accelerate to an average of 6.5% during FY2025-26 to FY2029-30. In Q1 FY2025-26, growth was 7.8%, at
least a percentage point higher than estimates, reflecting strong domestic demand and the early impact of fiscal
policy support. In FY2025-26, fiscal outlays will remain elevated with CAPEX budgeted at INR 11.2 trillion,
while the PLI schemes are actively drawing investment into electronics, automotives, and pharmaceuticals. Along
with a large consumer base and steady services exports, these drivers will keep average GDP growth at 6.5%
during the forecast period, reinforcing India’s position as the world’s fastest-growing major economy.
209Exhibit 4: Nominal GDP (INR Trillion) and Real GDP Growth (%), India, Fiscal Year (FY)2018-19 to FY2029-
30F
600.0 9.7 9.2 12.0
P D
G
la
n
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illir
T
R
345 000 000 ... 000 6.5
3.9
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.8
9
7.6 6.5 6.4 6.4 6.5 6.5 6.5 24681 ...0
.0
000.0 ) % (
h
tw
o
r G
oN
200.0
1
0.0 P
NI (
100 0. .0
0
0 .9
8
1
0 .1
0
2
(5.8)
0 .6
3
2
9 .8
6
2
2 .1
0
3
7 .0
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6 .4
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9
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--- 642 ... 000 D
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la
e
R
9 0 1 2 3 4 5 E F F F F
1 2 2 2 2 2 2 6 7 8 9 0
- 8 1 - 9 1 - 0 2 - 1 2 - 2 2 - 3 2 - 4 2 2 - 5 2 - 6 2 - 7 2 - 8 3 - 9
0 0 0 0 0 0 0 2 2 2 2 2
2 2 2 2 2 2 2 0 0 0 0 0
Y Y Y Y Y Y Y 2 2 2 2 2
F F F F F F F Y Y Y Y Y
F F F F F
Note: E: Estimate, F: Forecast; India’s data is represented in fiscal years. For e.g. FY2018-19 data refers to April 2018 to March 2019;
Source: Ministry of Statistics and Programme Implementation (MOSPI) – India, IMF, Frost & Sullivan
On trade, the US reciprocal tariff regime imposed additional duties on Indian goods since August 2025. Rates
have reached up to 50% on labour-intensive exports such as textiles, gems and jewellery, shrimp, and furniture.
These categories make up over half of India’s USD 80.8 billion exports to the US. This situation adds pressure on
export-focused Micro, Small, and Medium Enterprises (MSMEs) and the millions of jobs they support. However,
a short grace period until October 2025 has postponed the full impact. The suspension of the duty-free minimum
threshold has also increased costs for small parcel exports, restricting e-commerce trade. Tariff uncertainty will
also discourage fresh investment in export-focused sectors, particularly those linked to global supply chains.
Despite this, the broader macro impact will remain manageable. Resilient domestic demand continued public
infrastructure spending, PLI-driven manufacturing capacity, and strong services exports are supporting growth.
Alongside these, GST rate stabilization and recent cuts on agricultural inputs, such as fertilizers, farm machinery,
bio-pesticides, and micronutrients, are lowering cultivation costs and improving margins in the crop industry.
Moreover, reductions in income tax rates, including a raised exemption threshold up to INR 12 lakh under the
new regime, are boosting disposable incomes and strengthening overall consumption. In addition, a gradual
diversification of trade partners is helping India to sustain growth. As part of this diversification, India’s successful
trade deal with the UK, its Comprehensive Economic Partnership Agreement (CEPA) with the United Arab
Emirates (UAE), and ongoing talks with the EU provide important mitigation measures.
India Inflation Outlook
Exhibit 5: Inflation (%), India, FY2018-19 to FY2029-30F
6.2 6.7
) % 7.0 5.5 5.4
6.0 4.8 4.7
( n 5.0 3.4 4.2 4.1 4.0 4.0 4.0
o
ita
lf
34. .00
n 2.0
I
9 0 1 2 3 4 5 E F F F F
1 2 2 2 2 2 2 6 7 8 9 0
- 8 1 - 9 1 - 0 2 - 1 2 - 2 2 - 3 2 - 4 2 2 - 5 2 - 6 2 - 7 2 - 8 3 - 9
0 0 0 0 0 0 0 2 2 2 2 2
2 2 2 2 2 2 2 0 0 0 0 0
Y Y Y Y Y Y Y 2 2 2 2 2
F F F F F F F Y Y Y Y Y
F F F F F
Note: E: Estimate, F: Forecast; India’s data is represented in fiscal years. For e.g. FY2018-19 data refers to April 2018 to March 2019;
Source: MOSPI – India, IMF, Frost & Sullivan
India's inflation trajectory has shown a notable moderation, with inflation easing from 6.7% in FY2022-23 to
4.7% in FY2024-25, aligning within the Reserve Bank of India's (RBI) target range of 2.0% to 6.0%. This decline
reflects the RBI’s earlier tight monetary stance, which has given scope to a decisive easing cycle in 2025. The
repo rate was cut by 25 basis points in February 2025 to 6.25%, another 25 basis points in April 2025 to 6.00%,
and 50 basis points in June 2025 to 5.50%. Headline inflation fell to just 1.6% in July, with food inflation at -
1.8%, the lowest since 2017. Looking ahead, inflation is expected to stabilize around 4.0-4.2% between FY2025-
26 and FY2029-30, though US tariff-driven pressures on imported goods will add marginal pressure in the short
210run. The policy mix of lower rates, resilient domestic demand, and strong public investment provides a supportive
backdrop for sustained expansion, reinforcing India’s position as the world’s fastest-growing major economy
despite external uncertainties.
Gross Value Added (GVA)
India’s economic structure is shifting steadily towards more high-value sectors. Agriculture, forestry, and fishing
comprised 17.9% of GVA in FY2025, down from 20.4% in FY2021, and are forecast to decline further to 16.1%
by FY2030. Manufacturing dipped to 13.9% in FY2025 due to weak exports, tariff pressures, subdued investment,
and soft consumption. Within this, chemicals accounted for an estimated 8.0% of manufacturing GVA in FY2025.
However, manufacturing GVA is expected to recover to 15.5% by FY2030, helped by domestic demand, targeted
investments, and incentives under Make in India and the PLI scheme. This recovery will further be supported by
global supply chain diversification trends, with India emerging as a key beneficiary of ‘China+1’ strategies,
particularly in electronics, electric vehicles (EVs), and semiconductors. Construction has held firm at 8.8% in
FY2025 and is projected to stabilize around 8.6%-8.7% through FY2030, driven by infrastructure and urban
growth.
Exhibit 6: Sectoral GVA Share (% of Total GVA), India, FY2018-19 to FY2029-30F
A
V f o)A
60.0
G %V 40.0
la
r o
tc(
e ra
hG
la
to 20.0
eST
S
0.0
FY FY FY FY FY FY FY FY FY FY FY FY
2019 2020 2021 2022 2023 2024 2025 2026E 2027F 2028F 2029F 2030F
Agriculture,
17.6 18.3 20.4 18.9 18.1 17.8 17.9 17.7 17.4 17.0 16.4 16.1
forestry and fishing
Manufacturing 16.4 14.7 15.4 15.7 14.3 14.3 13.9 14.1 14.5 14.8 15.2 15.5
Construction 7.9 7.5 7.5 8.5 8.8 8.8 8.8 8.8 8.7 8.7 8.6 8.6
Services 53.3 54.7 52.2 52.2 54.2 54.4 54.9 55.2 55.4 55.5 55.7 55.8
Note: E: Estimate, F: Forecast; India’s data is represented in fiscal years. For e.g. FY2019 data refers to April 2018 to March 2019;
Source: MOSPI – India, IMF, Frost & Sullivan
Services continue to anchor India’s expansion, rising from 53.3% in FY2019 to 54.9% in FY2025, and projected
to reach nearly 55.8% by FY2030. Growth is fuelled by rapid digital adoption, a young and skilled workforce,
and rising demand for finance, healthcare, education, and logistics. At the same time, India’s strong global role in
IT and business services is deepening, with expanding opportunities in AI, cloud computing, and fintech-driven
exports. While external trade risks, like US tariffs, could weigh on export competitiveness, particularly for IT and
manufacturing, India’s domestic economic fundamentals remain resilient, underscoring a broad-based and
technology-driven growth trajectory.
Industrial and Manufacturing Growth
Between FY2018-19 and FY2024-25, India’s IIP expanded at a CAGR of 2.7%, driven by growing demographics,
rising incomes, and supportive government policies. Public capital spending and initiatives such as Make in India,
Atmanirbhar Bharat, and the PLI schemes have been central to strengthening domestic manufacturing and
fostering innovation. The manufacturing sector has gained strength by recoveries in automotives, electronics, and
pharmaceuticals, supported by resilient consumer demand. Additionally, investments in digital infrastructure and
Industry 4.0 adoption are enhancing productivity and competitiveness. With these structural shifts, coupled with
GDP growth, stable inflation, and improving logistics and green practices, India’s industrial base is positioned for
durable expansion and stronger foreign investment inflows.
211Exhibit 7: Index of Industrial Production (IIP), India, FY2018-19 to FY2024-25
146.7 152.6
160.0 138.5
130.1 129.0 131.6
) x 140.0 118.1
e
d 120.0
n
I ( 100.0
P
I 80.0
I
9 0 1 2 3 4 5
1 2 2 2 2 2 2
- - - - - - -
8 9 0 1 2 3 4
1 1 2 2 2 2 2
0 0 0 0 0 0 0
2 2 2 2 2 2 2
Y Y Y Y Y Y Y
F F F F F F F
Note: India’s data is represented in fiscal years. For e.g. FY2018-19 data refers to April 2018 to March 2019; Source: MOSPI – India, IMF,
Frost & Sullivan
Exhibit 8: Purchasing Manager’s Index (PMI), India, January 2023-August 2025
60.0
58.0
56.0
) x 54.0
e d 52.0
n 50.0
I
(
I M 3 23 23 23 23 23 23 23 23 23 23 23 24 24 24 24 24 24 24 24 24 24 24 24 25 25 25 25 25 25 25 25 2
--------------------------------
P n a Jb e Fr a Mr p Ay a Mn u Jlu Jg u Ap e Stc Ov o Nc e Dn a Jb e Fr a Mr p Ay a Mn u Jlu Jg u Ap e Stc Ov o Nc e Dn a Jb e Fr a Mr p Ay a Mn u Jlu Jg u
A
Note: A PMI reading above 50 signifies an expansion in the manufacturing sector compared to the previous month, while a reading below 50
indicates a contraction. A PMI of exactly 50 reflects a balance, where the number of manufacturers experiencing improved business conditions
is equal to those facing a decline.
Source: MoSPI – India, Frost & Sullivan
India’s manufacturing sector has continued to demonstrate a strong upward trajectory, with PMI readings
consistently above the 50-point threshold with August 2025 marking a standout at 59.8, the highest since January
2008. This reflects robust growth in new orders, both domestic and export-led, alongside production gains at
multi-year highs. The surge has been supported by competitive labour costs, strong consumer demand, and FDI
inflows, as well as structural reforms and industrial policy initiatives like Make in India and the PLI schemes. At
the same time, India has benefited from global supply chain diversification as firms look beyond China, further
cementing its role as a competitive, cost-effective production hub.
While the strong PMI momentum signals resilience and an expanding industrial base, the sharp price increases
seen in August 2025, driven by surging demand and pricing power, highlight inflation risks that could temper
household consumption and influence monetary policy decisions. Business confidence has also shown signs of
strain amid heightened competition, pointing to the need for continuous policy support and infrastructure
expansion to sustain optimism. Nevertheless, with India’s rising share of global manufacturing, supportive
government measures, and a conducive business environment, the sector is well-positioned to maintain its growth
trajectory, reinforcing the country’s role as a key driver of global supply chain realignment in the medium to long
term.
India’s manufacturing GVA is being strengthened by geopolitical dynamics with Russia and China. Discounted
Russian oil and fertilizers have lowered input costs, improved energy security, and stabilized production, while
disruptions in European steel supply from the Russia-Ukraine conflict have boosted Indian steel exports and
revenues. In parallel, India and Russia have agreed to deepen trade ties through a proposed Free Trade Agreement
(FTA) with the Eurasian Economic Union, which could expand access in energy, pharma, and textiles. Yet,
dependence on China for critical inputs like active pharmaceutical ingredients (APIs), electronics components,
and capital goods remains a structural vulnerability. Beijing’s recent easing of rare earth export curbs offers
temporary relief for electronics manufacturing, but risks around technology transfer and skilled labour access
persist. In response, Indian electronics firms are increasingly shifting supply partnerships to South Korea and
Taiwan, highlighting both short-term frictions and long-term opportunities for diversification.
212India, an Attractive Manufacturing Destination
Strong Public Investment Backbone: India’s manufacturing growth is anchored in a sharp expansion of public
CAPEX, rising from INR 3.1 trillion in FY2018-19 to INR 11.2 trillion in FY2025-26, reflecting a CAGR of
20.1%. Budget 2025-26 sustains this trajectory with targeted allocations, INR 229 billion for electronics and
semiconductor manufacturing, INR 180 billion for advanced chemistry cell (EV battery) production, and INR 150
billion for APIs and pharma raw materials. The Ministry of Chemicals & Fertilizers alone has been allocated INR
1.6 trillion, highlighting the strategic importance of chemicals and agri-inputs in strengthening industrial
competitiveness.
Clean Energy as a Competitive Advantage: The clean-tech push is integral to India’s industrial strategy. Between
2024 and 2028, 22.8 GW of new onshore wind capacity is scheduled, complemented by the Green Hydrogen
Mission, backed by INR 197.4 billion in public funding and aimed at crowding in INR 8.0 trillion in private
investment by 2030. Incentives for EV batteries, electrolyzers, and solar PV cells are creating a new industrial
base with high export and employment multipliers, while positioning India as a low-cost manufacturing hub in
the global energy transition.
Demographic Leverage and Workforce Realignment: India’s cost-competitive and youthful workforce remains a
core driver of manufacturing expansion. With skilling initiatives tied to industry demand, productivity is rising in
electronics, automobiles, and renewable sectors. By FY2029-30, manufacturing is expected to account for 17.6%
of total employment, aligning with the target of 7.9 million jobs created annually.
Budget 2025 – Key Initiatives for Chemical & Agriculture industry
The following declarations intended to boost production and exports, benefit MSMEs, and provide the chemical
industry with growth impetus: -
• Benefits for Fertilizer industry from the construction of an additional urea plant in Namrup, Assam, with an
annual capacity of 12.7 lakh metric tons
• Aiming to create an ecosystem for solar PV cells, EV batteries, motors and controllers, electrolyzers, wind
turbines, very high voltage transmission equipment, and grid scale batteries, the National Manufacturing
Mission will support Clean Tech manufacturing and advance "Make in India."
• The announcement of a three-year pipeline of PPP-mode infrastructure projects will have a positive effect on
construction chemicals.
• Improve the Credit Guarantee Program for MSMEs in the Manufacturing Sector
• Provide microbusinesses with personalized credit cards with a limit of INR 5 lakh
• In FY25-26, INR 20,000 crores will be allocated to carry out a private sector-led program for research,
development, and innovation.
• The Asset Monetization Plan would be introduced with an INR 10 lakh crore goal for 2025–2030.
For Agri input sector, The Union budget 2025-26 introduced, Prime Minister Dhan-Dhaanya Krishi Yojana
(PMDDKY), which aims to increase productivity in low-yield districts, the National Mission on High Yielding
Seeds, which aims to increase commercial seed availability and climate-resilient varieties, and the new Mission
for Aatmanirbharta in Pulses, which aims to increase self-sufficiency, received ₹1,000 crore. Under National
Mission on High Yielding Seeds , budget of 100 Crore has been allocated to ensure the commercial availability
of over 100 seed varieties, promote climate and pest-resilient high-yielding seeds, and strengthen research into
new high-yielding seed types.
With a budget of ₹500 crore set aside for 2025–2026, a comprehensive program has been announced to support
the production, distribution, processing, and marketing of fruits and vegetables.
Global Agriculture Market Overview
Overview of Global Agricultural Spend
Growing government spending, increasing market value, and significant investments from global institutions like
the World Bank and nonprofit organizations like the Gates Foundation are among the characteristics of global
agricultural spending. According to OECD- FAO projections, the value of agricultural gross production worldwide
would reach USD 4.82 trillion in 2025, growing at an anticipated 3.44% annual pace through 2029. On similar
213note, global agriculture spending is expected to reach USD 562.4 billion in 2025, up from USD 386 billion in
2019. It is anticipated to reach USD 785.1 billion by 2030 at CAGR 6.90%.
Exhibit 9: Global Agriculture spend; 2019-2030, By Value, USD Billion
785.1
562.4
386.0
2019 2025E 2030F
Source: Frost & Sullivan Analysis
The global market for agricultural inputs, which includes seeds, fertilizers, crop protection, and biostimulants, is
a huge and intricate sector that drives agricultural production and food security. With an increasing trend toward
sustainable practices and biological goods, these inputs are distributed globally through international trade to
enhance plant health, manage pests, and increase agricultural yields. It is estimated that in 2025 the ferilizer spent
was ~USD 230.7 billion followed by agricultural equipment & Crop Protection at USD 162.1 Billion & USD 86
billion respectively.
Exhibit 10: Global Agriculture Input spend by category 2019, 2025E, 2030F, By value USD Billion
785.1
562.4
385.9
2019 2025E 2030F
Fertilizers 145.2 230.7 332.73
Agricultural equipment 117.8 162.1 222.12
Crop protection 60.6 86.0 120.66
Commercial seeds 39.1 51.9 67.99
Biostimulants 2.0 3.5 5.7
Others 21.3 28.1 35.91
Others Biostimulants Commercial seeds Crop protection Agricultural equipment Fertilizers
Others include irrigation and water management and miscellaneous spends
Source: Frost & Sullivan Research and analysis
Impact of current geo-political situation with Russia and China on India’s manufacturing sector
As the world economy is being reshaped by trade conflicts, tariffs, and sanctions, Russia, China & India are
working to revive the alliance as a hedge against economic and political isolation.
The combined GDP (PPP) of India, Russia, and China is $53.9 trillion, or approximately one-third of the world's
total economic production. Their combined exports totalled $5.09 trillion, or about one-fifth of all merchandise
exports worldwide. This money is moving across continents, boosting international trade, and bringing billions of
people together through industry, innovation, and technology. China's dominance in manufacturing, Russia's
energy dominance, and India's service economy with its enormous untapped markets are the three nations'
respective strengths. India's digital infrastructure, service sector strength, and critical market size are what are
increasingly securing this trinity, even as China contributes manufacturing scale and Russia offers energy depth.
More than just an economic partnership, the convergence of China, Russia, and India signifies the creation of a
new global order in which Eurasian nations influence international trade. Russia will provide its economic partners
with cheap energy and related resources. By investing in Indian companies, China will up the ante and reach both
local and international markets. India is about to re-enter the global export ecosystem where Future narratives are
moving away from "China+1" and toward "India+2." Further, India can have Fertilizer security with imports from
Russia along with, stable fertilizer prices.
214Major Agriculture Producing Regions
United States, China, India, and Brazil are the biggest producers of agricultural products. Germany, France,
Mexico, Turkey, and Russia are other significant producers. Although specific crops or products may differ, these
nations top in overall production. For example, China leads in vegetables, the United States in maize, India in
paddy, milk and pulses, and Brazil in coffee and sugar.
Crop Production Volume
Top 3 producers
(2024-25)
Rice - 540.93 Mn Tons India- 28% China- 27% Bangladesh 7%
Maize- 1.23 Bn Tons USA- 31% China-24% Brazil- 11%
Cotton- 1,521 Lakh Bales China- 27% India- 20%
Millets-29.17 Mn Tons India- 40% Niger -13% China- 9%
Source- USDA
According to USDA, for marketing year 2024-25, paddy production was ~ 540.93 Million Ton out of India
produced~28% (150 Million Tons) followed by China at 27% (145.28 Million Tons) and Bangladesh at 7% (36.6
Million tons). India & China almost accounted for ~55% of the total global production making them significant
countries in global rice production. Their significance is a result of their extensive agricultural acreage, ideal
climates, government assistance, productive farming, and high domestic consumption. Because of their combined
production and exporting operations, these two countries have a significant impact on the world's rice supply and
pricing, making them essential to global food security.
Global maize production ranged at 1.23 Billion tons in 2024-25 with United States producing ~31% (377.63
Million Tons) of the global maize production. It is followed by China & Brazil at 24% (294.92 Million Tons&
11% (135 million Tons) respectively. USA has been consistently number one producer of maize thanks to use of
genetically modified seeds, favorable climate & use of advanced practices & machinery.
Around 1521 lakh bales, or 25.86 million tons, of cotton is expected to be produced worldwide in 2024–2025, a
6.93% increase over the previous year. China and India continue to be the two largest producers in the world,
accounting for over 27% and 20% of the total, respectively. As the main cash crop for millions of farmers, a major
source of employment, and an essential raw material for their enormous textile industries, cotton is of enormous
economic and social significance in China and India. Both countries are among the largest consumers of cotton in
the world, and the demand for cotton-based goods like clothing and home textiles is being driven by the growing
middle class. These nation's government policies assist cotton growers, control the market, and guarantee a steady
supply of this essential crop.
Global millet production in 2024-25 is estimated to be around 29.17 million tons , with India leading as the largest
producer, accounting for approximately 40% of the total production followed by Niger & China at 13% & 9%
respectively. Millet production is becoming more and more significant for health, climate resilience, and food
security, especially because it requires less input than other cereals and can grow in harsh environments. Millets
are hardy, drought-resistant crops that require minimal water and can withstand extreme temperatures, making
them crucial for food security in vulnerable, dry, and semi-arid regions. Millets are packed with dietary fiber,
protein, vitamins, minerals, and antioxidants, offering a more nutrient-dense alternative to rice and wheat.
Overview of the Agricultural Sector in India
Market Overview
India’s agricultural sector continues to evolve with significant strides in production and acreage, driven by a
combination of technological advancements, government support, and strategic shifts in crop management. FY
2024-25 marked a period of notable developments, with key crops showcasing resilience and growth despite
global challenges. India’s agricultural and allied sector has embarked on an impressive expansion journey,
exhibiting an encouraging average annual growth rate of 10.06% from FY 2019-20 till FY 2024-25, reaching a
size of ₹53,852.91 billion in FY 2024-25.
215Exhibit 11: Increase in Agriculture Budget assigned (₹ In Bn)
1,225.29
219.34
FY 14 FY 25
Source: PIB, Frost & Sullivan
The sector indicates a robust expected CAGR of nearly 13.64% between FY 2024-25 and FY 2028-29, poised to
propel the market to an estimated size of ₹66,020.52 billion. The budget assigned for the Department of
Agriculture, Cooperation & Farmers Welfare demonstrated an increase of 20.8% CAGR in the past 9 years under
the current administration. The budget assigned for the sector increased by 500% over the past 9 years
substantially increasing to ₹ 1,225.29 billion in FY 25.
Review of Indian Agri and Global Benchmarking
Agriculture has historically been a cornerstone of economic activity worldwide, particularly in developing nations,
where it serves as a primary source of income to 50-55% of the population, employment to 45-50% population,
and food security for the nation. However, with increasing industrialization and the diversification of economies,
the share of agriculture in GDP has steadily declined globally. This shift is most pronounced in developed nations,
where mechanized and highly efficient agricultural systems have reduced the sector's relative contribution. In
contrast, developing countries like India still rely heavily on agriculture, showcasing its socio-economic
importance.
Exhibit 12: Share of Agriculture, Forestry & Fishing in GDP (CY 2019 to 2024 aggregate) in %
17.03
6.16
1.66 0.91 0.81 0.68
India Brazil France USA Germany UK
Source: WorldBank
India stands out globally with agriculture contributing an aggregated 17% to its GDP (average from CY 2019 till
CY 2024), 16.2% in FY 2023-24, significantly higher than developed economies such as the USA (0.9%),
Germany (0.8%), and the UK (0.6%). This disparity reflects India's heavy reliance on agriculture for employment
and livelihoods. Despite contributing less to developed economies, their agriculture sectors are characterized by
higher efficiency and advanced technologies. In contrast, India's agricultural productivity is constrained by
fragmented landholdings, low mechanization, and limited infrastructure. These challenges highlight the need for
structural reforms and modernization to improve productivity while reducing dependency on agriculture for
economic stability.
Exhibit 13: India’s Agriculture and allied sector GVA at Current Prices, (₹ In Bn)
53,853
48,779
44,490
40,990
37,060
33,680
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25
Source: Economic Survey 2023-24, MOSPI, UPAG
216Between FY 2019-20 and FY 2024-25, India’s agriculture and allied sectors expanded from ₹33,680 billion to
₹53,853 billion, delivering a solid CAGR of 9.72 %. Real GVA growth improved from 1.4 % in FY 2024 to 3.8
% in FY 2025, reflecting stronger policy execution, greater access to credit, and wider adoption of farm
technologies. This trajectory signals a resilient sector that has maintained momentum despite weather volatility,
shifting trade dynamics, and structural inefficiencies. Yet, the expansion also highlights a deeper imbalance.
Agriculture continues to engage nearly half of India’s workforce while contributing only around 17 % to GDP.
This reflects the sector’s low productivity base and limited mechanisation. Growth has come more from price
gains and acreage expansion than from sustainable improvements in yield or efficiency. Addressing these gaps
will require consistent policy alignment, better water management, and continued investment in innovation and
extension services.
For the seed and crop protection industries, the rising GVA points to a structural uplift in input intensity. As farmers
seek to extract more output per hectare, demand for higher quality seeds and more, effective crop protection
solutions is strengthening. The push toward higher productivity, supported by public investment and digital
adoption, is expanding the market for hybrid and climate-resilient seed varieties. At the same time, erratic rainfall
patterns and increasing pest pressures are creating a shift toward biologicals and targeted crop protection products
that offer both efficacy and environmental safety.
The trend also reflects a more commercial mindset among farmers. With improved market access, better price
discovery, and institutional credit, input purchases are becoming more planned and ROI-driven. This behaviour
favours organized players offering reliable brands, strong technical support, and integrated crop solutions. As
India’s agricultural growth becomes more technology-led and market-linked, consumption of advanced seeds and
crop protection products will rise in tandem, providing a long-term growth runway for the industry.
Exhibit 14: India’s Gross Value Output from Agriculture and Allied Sector- FY 2023-24 (in %)
Fishing & Aquaculture
7.00
Forestry & Logging
7.70
Crop
54.10
Livestock
31.20
Source: MOSPI
India’s agricultural output remains anchored in crop production, which contributes 54.1 percent of total sectoral
value. Livestock accounts for 31.2 percent, followed by forestry and logging at 7.7 percent and fishing and
aquaculture at 7.0 percent. The composition reflects the continued dominance of traditional cropping systems, but
it also signals untapped potential in allied segments that can provide income diversification and risk mitigation
for rural households. The next phase of agricultural growth will depend on expanding these allied activities and
integrating them with the broader agri-value chain. Livestock, aquaculture, and forestry not only create secondary
income streams but also enhance resource efficiency through circular models such as integrated farming and waste
recycling. Their expansion, coupled with value-added processing, can cushion farmers against the volatility of
crop income and strengthen rural economic resilience.
Coverage on cropping cycle
Cropping cycles, which frequently include crop rotation to preserve soil health and manage pests, are the whole,
recurring sequence of planting and harvesting various crops on the same land throughout time. As opposed to a
crop cycle, which is the growth of a single crop, it involves the planned succession of several crops in order to
guarantee biodiversity, soil fertility, and a steady harvest from a field over the long term. Cropping cycle of some
othe countries I given in exhibit below:-
217Exhibit 15: Cropping Cycles
Drivers of Indian Agricultural Sector
Growth in land area for food grain crops in India : India’s cultivated land base has expanded steadily, increasing
from 198.6 million hectares in FY20 to 213.4 million hectares in FY24, a CAGR of 1.8 %. Over the same period,
chemical pesticide–treated acreage grew from 108.0 to 113.4 million hectares, translating to a CAGR of 1.2 %.
This widening differential indicates that while total cultivation is rising, input penetration is increasing at a slower
pace, suggesting substantial untapped potential particularly in semi-arid and rainfed regions where adoption
remains uneven.
Exhibit 16: Historic Growth in Cultivatable Land and Penetration of Chemical Pesticides ( FY 20 to FY24)
Million Hectares
198.55 213.44
108.03 113.39
FY20 FY24
Cultivation Chemical Pesticides Penetration
Source: Directorate General of Plant Quarintine and Storage, data is updated only till FY 24 and hence FY 25 not updated during the time
of the filing.
Cereal crops remain the backbone of Indian agriculture, rising from 99.0 to 109.7 million hectares, supported by
resilient monsoons and adoption of high-yield seed varieties. This expansion reinforces cereals’ central role in
food security but also highlights the pressure on water and soil resources in high-output states. Oilseeds have
shown strong momentum, increasing from 27.14 to 30.27 million hectares, driven by the National Mission on
Edible Oils (NMEO) and favorable price dynamics. This expansion reflects a structural shift toward higher-value
crops aligned with import substitution goals. Pulses, at 27.62 million hectares, have remained largely stable,
balancing production variability with gains from improved seed technology and government procurement support.
Exhibit 17: Historic Growth in Acreages for major crops (Million Hectares) (FY 2019-20 to FY 2024-25)
109.67
99.01
27.99 27.62 27.14 30.27
4.6 5.74 13.48 11.23 0.7 0.6
Cereals Pulses Oilseeds Sugarcane Cotton Jute & Mesta
FY 20 FY25
Source: Third Advance Estimate, Ministry of Agriculture and Farmer Welfare, Indian Budget, Digital Sansad – Q&A, PIB
Sugarcane acreage rose from 4.60 to 5.74 million hectares, supported by ethanol demand and crop diversification
policies, while cotton declined from 13.48 to 11.23 million hectares as erratic rainfall and pest incidence weighed
on farmer economics. Jute and mesta continued their long-term decline amid weakening global demand and
competition from synthetics.
218For the seed industry, the acreage mix; points toward sustained demand for hybrid and high-yielding varieties in
cereals and oilseeds, as well as continued investment in stress-tolerant pulses and cotton hybrids. For crop
protection, the broadening of cultivated area and rising intensity in cereals and oilseeds will sustain demand for
herbicides and fungicides, while increasing climate variability will heighten reliance on pest management
solutions. Together, these trends indicate a steady transition toward more input-intensive, technology-driven
farming that favors organized, innovation-led players in both seeds and agrochemicals.
Crop Yields in India : India’s average crop yields are far below global standards. For instance, the average yield
for crops in India is around 9.16 tons per hectare, compared to over 39 tons per hectare in countries like UK and
17 tons per hectare in USA. Similarly, water use efficiency is low, with agriculture accounting for nearly 80% of
total water usage, but much of it is wasted due to inefficient irrigation practices. This inefficiency in resource use
is becoming increasingly untenable in the face of climate change, which is expected to exacerbate water scarcity
and make weather patterns more unpredictable.
Exhibit 18: Aggregated Crop yield comparison by countries (tons/hectare) – CY2023
Country Tons/ha
Brazil 12.40
China 13.20
India 9.16
UK 39.92
USA 17.19
Source: FAOSTAT, ICAR
India’s agricultural yields have strengthened across major crops between FY 2019-20 and FY 2024-25, reflecting
gradual but tangible progress in seed quality, input efficiency, and farm-level technology adoption. Wheat yields
rose from 3,440 kg/ha to 3,587 kg/ha, supported by the growing use of rust- and heat-tolerant seed varieties and
wider adoption of precision irrigation. The steady replacement of older seed lines with newer, climate-resilient
hybrids has reduced crop losses and improved consistency in output across northern states.
Exhibit 19: Historic growth of yields by important crops- Kg/ha (FY 2019-20 to 2024-25)
3,440 3,587 3,006 3,518 2,722 2,899
1,142 1,180 921 1,172
Wheat Maize Rice Gram Soyabean
FY20 FY25
Source: Ministry of Agriculture and Farmer’s Welfare
Maize has been the standout performer, with yields climbing from 3,006 to 3,518 kg/ha, driven by hybrid seed
penetration and increased mechanization. The crop’s rising importance in feed and industrial use has incentivized
farmers to invest in higher-value seed and more rigorous pest management, lifting both productivity and input
intensity. Rice yields have similarly improved from 2,722 to 2,899 kg/ha, aided by the uptake of stress-tolerant
and water-efficient varieties under government-supported programs. The spread of direct-seeded rice (DSR)
methods and integrated pest management (IPM) has also enhanced water use efficiency and reduced disease
incidence, reinforcing the link between agronomic precision and yield gains.
Pulses have shown modest yield growth, with gram moving from 1,142 to 1,180 kg/ha, but the shift toward
disease-resistant and early maturing varieties is helping stabilize output despite climatic variability. In soybean,
yields rose from 921 to 1,172 kg/ha, reflecting the adoption of drought-tolerant hybrids and better farm practices
in traditionally rainfed regions such as Madhya Pradesh and Maharashtra. These crops illustrate the increasing
responsiveness of yield to seed innovation and targeted crop protection rather than to expansion in acreage.
As farmers gain access to better genetics and tailored pest solutions, yield improvements are becoming more
uniform across geographies. The shift toward hybridization, coupled with more rational pesticide and nutrient
application, is strengthening farm economics and reducing volatility in output. The relationship between yield
growth, quality seeds, and effective crop protection is now mutually reinforcing with improved genetics raise
productivity potential, while scientific crop protection ensures that potential is realized on the ground. In India,
219demand for crop protection products and natural crop solutions, and seeds is closely tied to the Kharif (typically
April–September) and Rabi (typically October–March) sowing and application windows. Purchases by
distributors, retailers and farmers are concentrated in the pre-season and peak season months, while off-season
demand is typically lower
Global and Indian Chemical Industry Review
Global Chemicals Market Overview
The global chemicals market has grown from USD 3,475 billion in 2018 to USD 4,373 billion in 2024, marking
a compound annual growth rate of 3.9 %. It is projected to reach USD 5,383 billion by 2030, translating to a
CAGR of 3.5 %. This steady expansion reflects an industry balancing between cyclical recovery and long-term
structural change. Growth is being driven by rising industrial demand, investment in downstream integration, and
increasing substitution of traditional materials with performance and sustainable alternatives.
Exhibit 20: Global Chemicals Market; Historic and Forecast CY2018-2030F (USD Billion)
5,383
4,373
3,475
CY 2018 CY 2024 CY 2030F
Source: CEFIC, Frost & Sullivan Analysis
However, the composition of this growth is shifting. Commodity chemicals are experiencing margin pressure due
to overcapacity in key regions, while specialty segments including crop protection chemicals, advanced polymers,
and electronic materials are seeing faster growth. For crop protection specifically, this global trend signals a
continued transition toward more technology-intensive products and regulated markets. As the chemical industry
pivots toward sustainability and higher environmental compliance, the formulation and synthesis of insecticides,
fungicides, and herbicides are undergoing significant change. Newer molecules with lower toxicity and higher
efficacy are gaining share, while legacy actives are gradually being phased out under tightening regulatory norms.
Asia-Pacific’s leadership reflects both manufacturing scale and consumption growth. The region remains the
central hub for crop protection production, accounting for most of the world’s active ingredient manufacturing
and formulation. China and India supply a significant portion of global insecticides and herbicides, benefiting
from cost competitiveness and established process chemistry capabilities. However, this concentration also
exposes the sector to regulatory tightening and supply volatility, as environmental compliance becomes a core
determinant of export viability.
Exhibit 21: Global Chemicals Market by Geography CY 2024 (USD Billion)
RoW
India 7%
3%
North America APAC
21% USD 4,373 45%
Bn
Europe
24%
Source: Frost & Sullivan
Europe’s accounting for 24 % share highlights its continued focus on specialty and high-value chemical categories,
including green chemistry and biological crop protection. Regulatory initiatives such as the European Green Deal
and Farm-to-Fork Strategy are reshaping the region’s agrochemical portfolio, accelerating a shift toward bio-based
formulations and precision application products. This transition is influencing global R&D pipelines, with
220multinational producers increasingly prioritizing molecules that meet European environmental and safety
standards. North America, accounting for 21 % of global sales, benefits from strong integration between
agriculture and chemical production. The US market remains the largest single consumer of crop protection
products by value, driven by large-scale mechanized farming and adoption of genetically modified crops. Demand
is moving toward herbicides and biologicals that support resistance management and environmental compliance.
Meanwhile, regulatory scrutiny over product residues and groundwater safety continues to shape usage patterns
and encourage innovation in formulation efficiency.
Global Chemicals Market by Type
Bulk chemicals remain the largest category, rising from USD 2,093 billion in CY2024 to USD 2,555 billion by
CY2030 at a steady 3.4 % CAGR, while petrochemicals expand from USD 1,092 billion to USD 1,344 billion at
3.5 % CAGR. These segments, though essential, are constrained by cyclical demand and margin pressures arising
from overcapacity in China and cost escalations in Europe
Exhibit 22: Global Chemicals Market by Type CY 2018 till 2030F (USD Billion)
5,383
4,373
3,475 1,485 Specialty chemicals
1,188
904 1,344 Petrochemicals
1,092
869
Bulk chemicals
1,703 2,093 2,555
CY2018 CY2024 CY2030F
Source: Frost & Sullivan Analysis
By contrast, specialty chemicals currently valued at USD 1,188 billion are expected to expand at the fastest pace,
reaching USD 1,485 billion by CY 2030 at 3.8 % CAGR. The category has become the real bellwether of where
global chemistry is heading. Agrochemicals & fertilizers are the largest slice at 26 % in 2024 (easing to 25 % by
2030), followed by pharmaceutical APIs at 20 % rising to 22 %, while construction chemicals, home & personal
care, water treatment, dyes & pigments, textile chemicals and other niches hold broadly steady shares.
Exhibit 23: Global Specialty Chemicals by Application CY 24 and CY30
26%25%
22%
20%
11%10% 11%11%
8% 8%
6% 6% 5% 5%
3% 3%
1% 1%
c im e h c o r g A& s las r e z ilitr e F I P A a m r a h
P
n o itc u r ts n o Cs la c im e h C & e m o Hla n o s r e Pe r a C r e ta Wtn e m ta e r Ts la c im e h C d n a s e y Ds tn e m g iP & s tn ia Ps g n ita o Cs e v itid d A e litx e Ts la c im e h C s r e h tO
CY 2024 (%) CY 2030F (%)
Source: Frost & Sullivan Analysis
221Exhibit 24: Global Specialty Chemical Demand By Region CY 24
Source: Frost & Sullivan Analysis
The United States has chosen to keep and, in places, harden Section 301 measures on China after its 2024 review,
preserving tariffs across expansive lists that include numerous chemical inputs and intermediates. That pushes
American buyers to diversify qualified supply beyond mainland China and rewards producers that can ship tariff-
neutral into the US market. Europe is taking a different route: its Carbon Border Adjustment Mechanism enters
its paid phase in 2026, raising the cost of carbon-intensive imports (fertilizers are explicitly covered) and nudging
sourcing toward lower-emission producers or local EU capacity; at the same time, REACH-style scrutiny is
tightening across hazardous classes, with PFAS restrictions advancing at national and EU levels. Together, these
US–EU moves ratchet up compliance and landed costs for “brown” supply, and they shift order books toward
producers with credible low-carbon, traceable, and regulation-ready portfolios.
China remains central on both demand and supply, but its own policy stance is reshaping specialty sub-markets.
Export controls on gallium and germanium (key to compound semiconductors) and new licensing on graphite
(battery anodes) have tightened availability and raised geopolitical risk premia across electronic and energy-
transition chemistries. For global formulators, the practical response has been to rebalance sourcing toward allied
jurisdictions, accelerate dual-supplier qualification outside China, and expand inventory buffers on critical inputs.
Indian Chemical Market Overview
India’s Chemical industry has emerged as a critical pillar of the country’s industrial ecosystem, contributing
significantly to GDP growth, employment, and global trade integration. With a market size of USD 236 billion in
FY2025, the sector constitutes ~5% of the Global Chemical market, exhibiting its importance in the global supply
chain.
Exhibit 25: Indian Chemicals Market by Type FY2018-2030F (USD Billion)
$353B
$236B 145
$138 B 96 25
17
56
183
11
122
73
FY2018 FY2025 FY2030F
Bulk Chemicals Others Specialty Chemicals
Source: Frost & Sullivan Analysis
222CAGR Table for above graph:
CAGR Bulk Chemicals Specialty Chemicals Others
FY2018-FY2025 7.6% 8.0% 6.7%
FY2025-2030F 8.4% 8.6% 7.6%
Note: Indian chemical industry generally showcases Agrochemicals & Fertilizers outside of Specialty chemicals. In the above graph the
specialty chemicals section, however, is inclusive of Agrochemicals & Fertilizers to maintain consistency with the Global section.
The growth has been broad-based across product categories. Bulk chemicals, which dominate the industry’s
foundation, have grown at 7.9 % CAGR between FY2018–25 and are expected to accelerate to 8.4 % through
FY2030. Their continued expansion reflects stronger downstream integration into polymers, industrial solvents,
and feedstocks for fertilizers and crop-protection intermediates. As new refinery and petrochemical capacities
come onstream, India’s dependence on imported intermediates used in insecticides and herbicides is expected to
gradually decline.
Specialty chemicals are on a faster trajectory, rising from USD 96 billion in FY2024 to USD 145 billion by
FY2030, representing an 8.6 % CAGR. While this report will explore sub-segments later, the broad rise in
specialty output already signals a structural move toward higher-value chemistry and tighter integration with end-
use sectors, including agriculture. Growth in catalysts, surfactants, and fine chemicals feeds directly into
agrochemical formulations, improving both cost efficiency and quality control in domestic manufacturing. For
the crop protection industry, the implications are significant. The steady expansion of India’s overall chemical
base provides both scale and resilience to producers of insecticides, fungicides, and herbicides. As upstream
capacities expand, the availability of technical-grade inputs improves, lowering costs and shortening supply
cycles. Simultaneously, as the broader chemical ecosystem adopts cleaner technologies and process
intensification, crop-protection producers can transition faster toward low-residue, high-efficacy molecules
demanded by export markets.
Over the last decade, India has positioned itself as a formidable alternative to China in Specialty Chemicals
Manufacturing, benefiting from the China+1 strategy adopted by global players. The trend of multinational
corporations reducing their dependency on Chinese suppliers has driven substantial capital inflows into the Indian
chemical sector, enabling capacity expansions, R&D investments, and product innovation.
Exhibit 26: Historic FDI Equity Inflow in Chemical Industry FY 21 till FY 23 in Value INR Billion
151.70
63.53 78.25 70.05
2020-21 2021-22 2022-23 2023-24
Note: Exchange rate used (1 USD to INR) are- 2020-21: 75, 2021-22: 81, 2022-23: 82, 2023-24: 83. Every financial year is from April to
March, e.g.- FY 2020 April to FY 2021 March for 2020-21.
Source: Chemi Sankhya (31.03.2024), Department of Chemicals & Petrochemicals
Foreign direct investment (FDI) has played a pivotal role in the sector’s growth, with FDI inflows into India’s
chemical industry (excluding fertilizers) reaching pre-pandemic levels. The government’s policy framework,
including Petroleum, Chemicals, and Petrochemicals Investment Regions (PCPIRs), Production-Linked
Incentives (PLI) schemes, and revised import-export regulations, has facilitated significant capital inflows into
the sector. India’s competitive advantages, including low labour costs, skilled workforce, and a robust
manufacturing ecosystem, have further strengthened its position as a global chemical manufacturing hub.
223Exhibit 27: Indian Specialty Chemicals by Applications FY 2025 and 30(F)
Paints & Water Flavours &
Dyes and Agrochemical Home & Textile Construction
Pharma API Coatings Treatment Fragrances Others
Pigments s & Fertilizers Personal Care Chemicals Chemicals
Additives Chemicals Ingredients
FY2025 14.2% 15.8% 24.1% 10.3% 8.0% 3.9% 5.1% 3.3% 1.8% 15.2%
FY2030F 14.7% 15.4% 23.0% 11.1% 7.5% 3.7% 4.4% 3.7% 1.7% 15.0%
FY2025 FY2030F
Source: Chemi Sankhya (31.03.2024), Department of Chemicals & Petrochemicals
Agrochemicals and fertilizers have strengthened their position within India’s specialty chemicals portfolio from
2018. In FY 25, Agrochemical and Fertilizer was estimated to have a 24.1% share in the entire specialty chemical
mix. It is estimated that by FY 30, A&F will hold it’s position even as the base expands. This shift reflects a clear
acceleration after FY2024 as both domestic and export demand broaden. Export pull remains a major driver, with
global farming markets turning to India for reliable, compliant technical and formulations. At the same time,
domestic agriculture continues to increase input intensity per hectare, sustaining recurring demand for
insecticides, herbicides and fungicides. Producers are also moving to cleaner, more efficient synthesis routes and
tighter process control, which improves cost predictability and supports approvals in advanced regulatory markets.
Together, these forces expand the value pool for crop-protection chemistry and raise India’s share in global
procurement. The mix shift is meaningful for crop protection specifically, scale allows Indian manufacturers to
invest in multi-step synthesis, automated handling, and advanced emissions management that meet stricter buyer
audits. It is also pushing portfolios toward higher-potency actives and cleaner formulations that improve field
performance while lowering dose rates. While insecticides remain the volume anchor, the faster growth is
expected in herbicides and fungicides, driven by labour substitution, resistance management, and the need for
more consistent disease control under increasing climate variability. Upstream integration into solvents, amines
and halogenated intermediates further stabilizes costs for technicals and premix formulations, reinforcing India’s
position as a competitive manufacturing hub through 2030.
India therefore is favourable for the following reasons:
• A deep CRAMS/CDMO base in pharma and agrochemicals reduces tech-transfer and audit cycles
• Cost and scale are proven in Gujarat–Maharashtra–Tamil Nadu clusters (feedstock access, integrated utilities,
and experienced EHS workforces) that can support multi-product, multi-customer campaigns.
• Policy neutrality in sanctions disputes and improving ESG disclosure gives Western buyers fewer board-
level hurdles compared with alternative locations
Global Crop Protection Market
The crop protection market was valued at around USD 74 billion during CY2024 and is expected to reach USD
91 billion during CY2029F, growth with a CAGR of 4.2% during the forecast period. The global crop protection
market has experienced steady growth over the past few years, driven by the increasing demand for food, advances
in agricultural technology, and the need to manage growing pest and disease pressures.
224Exhibit 28: Global Crop Protection Market by Value (USD Bn), CY2018-CY2029F
91
74
60
CY2018 CY2024 CY2029F
Source: Frost & Sullivan
Exhibit 29: Global Crop Protection Market Segmentation by Production Stage, CY2024
Formulation
40% USD 74 Technical
Billion 60%
Source: Frost & Sullivan
The Technicals market in Agrochemicals involves the bulk production of active ingredients (AI), which are the
core molecules used in pesticides formulations. This involves large-scale manufacturing of these active
ingredients, which are then used in formulations in different forms. The Formulation market, on the other hand,
involves processing these active ingredients into end-use products like sprays, granules, and liquids. Although the
formulation market is smaller in volume, it has a higher per-unit value because it includes additional substances
such as carriers, solvents, and stabilizers that enhance the efficacy, safety, and ease of application of the pesticides.
Exhibit 30: Segmentation of Global Crop Protection Market by Applications, CY2024
Greenhouses
10%
Orchards and
Vineyards
USD 74
20%
Billion
Agricultural Fields
70%
Source: Frost & Sullivan
• Agricultural Fields: Crop protection chemicals in agricultural fields are essential for protecting crops such
as cereals, vegetables, fruits, and oilseeds. These chemicals help manage weeds, insects, and diseases, all
of which can drastically affect yield and quality.
• Orchards and Vineyards: Orchards and vineyards require precise management due to the vulnerability of
fruit-bearing plants. Pests such as codling moths in apple orchards or grapevine moths in vineyards can
cause significant damage. Fungicides are applied to prevent diseases like powdery mildew or downy
mildew, which can destroy grapevines or fruit trees. The use of crop protection chemicals in this sector
ensures that the plants remain healthy and produce high-quality fruits, essential for market demand.
• Greenhouses: Crop protection chemicals such as insecticides and fungicides are used in greenhouses to
maintain optimal plant health by managing pests like aphids or whiteflies, and fungal infections like mildew.
These chemicals ensure that the crops grown in these optimized environments remain healthy, preventing
yield losses and maintaining high-quality produce.
225Crop protection chemicals are segmented based on product types like insecticides, herbicides, fungicides, etc. or
depending on the biodegradability index associated with the chemicals.
Exhibit 31: Global Crop Protection Market by Product Type, CY2024
Plant Growth Others
Regulators (PGRs) 5%
10%
Herbicides
USD 74
Fungicides 40%
20% Billion
Insecticides
25%
Source: Frost & Sullivan
• Herbicides: Herbicides dominate the global agrochemical market, primarily due to their widespread use in
large-scale cultivation of cereals, oilseeds, and soybeans. Herbicide-resistant weeds are becoming a major
challenge, driving demand for rotational herbicides and herbicide-tolerant crop systems. Latin America and
North America lead in consumption, fueled by genetically modified (GM) crops.
• Insecticides: Used extensively for targeting pests like aphids, caterpillars, and beetles, particularly in high-
value crops (fruits, vegetables, and cotton). Adoption is stabilizing in developed markets due to integrated
pest management (IPM) practices but remains critical in pest-heavy regions such as Asia-Pacific and Africa.
• Fungicides: Consumption of fungicides is high in regions with high humidity and disease-prone climates like
Europe and Latin America. Fungicides are critical for protecting high-value crops such as grapes, potatoes,
and bananas.
• Plant Growth Regulators (PGR): Increasingly used in yield optimization and stress mitigation for crops
like cereals, cotton, and sugarcane. PGR consumption is poised to grow as companies focus on climate-
resilient agriculture and explore synergies with precision farming technologies.
• Others: Others include rodenticides that is used for targeting rodents like rats, used in storage & protection
of grain, and bactericides which is used for targeting bacterial infections in plants, mainly in horticulture and
fruits.
Global Crop Protection Chemicals Exports by Countries
Key exporting countries leverage their manufacturing capacity, technological advancements, and access to raw
materials to meet both regional and global agricultural needs.
Exhibit 32: Global Agrochemicals Exports by Country in KT, CY2024 and Share (%)
27% 7% 5% 4% 4% 4% 2% 1% 1% 1% 44%
4,062
2,485
634 423 389 368 327 209 137 137 99
a a y A m e n K s a W
n ih C id n I n a m r e G S U u ig le B c n a r F ia p S U d n a lr e h is y a la M O R
te
N
Source: Frost & Sullivan
226Global Formulation Market Trends
• Microencapsulation Technology: Increasing adoption of microencapsulation for controlled release and
targeted delivery. This ensures the active ingredient is released gradually, reducing environmental impact and
increasing efficacy. This enables more precise application, reduces the frequency of re-application, and
minimizes residues on crops.
• Water-Based Formulations: Rising demand for safer, eco-friendly, and low-solvent water-based
formulations, particularly in fungicides and herbicides. It is utilized for seed treatment, foliar sprays, and soil-
applied formulations.
• Bio-based Formulations: Bio-based formulations are increasingly preferred in the agrochemical industry as
they utilize natural or renewable resources, aligning with the global push for sustainable and eco-friendly
agricultural practices. By offering an alternative to synthetic chemicals, bio-based formulations not only meet
stringent regulatory standards but also enable agrochemical companies to access regulated organic markets
and cater to environmentally conscious consumers.
• Oil Dispersion and Emulsifiable Concentrates: Oil Dispersion (OD) and Emulsifiable Concentrates (EC)
formulations are gaining prominence due to their superior adhesion, rain fastness, and ability to penetrate
pests effectively. These formulations are especially beneficial for crops like rice, soybeans, and wheat, where
consistent protection under adverse weather conditions is critical. For instance, OD formulations in fungicides
enhance their ability to stick to crop surfaces even during heavy rainfall, while EC formulations improve the
absorption of insecticides into pest cuticles.
Global Crop Protection Chemicals by Region
The Crop Protection market dynamics varies by region, influenced by agricultural practices, regulatory
environments, and climate challenges. In North America and Europe, large-scale mechanized farming, high
regulatory standards, and a focus on sustainability drive the demand for advanced Crop Protection solutions.
In Asia-Pacific, with its mix of smallholder and commercial farming, there is growing reliance on traditional
chemicals for pest control and ensuring food security. Latin America sees significant demand due to extensive
farming of cash crops like soybeans and corn. Meanwhile, Africa’s crop protection market is expanding rapidly,
driven by climate challenges and pest outbreaks threatening food production.
Exhibit 33: Segmentation of Global Crop Protection Demand by Geography, CY2024
Source: Frost & Sullivan
The Asia Pacific (APAC) region leads the Global Crop Protection market driven by the extensive agricultural base
in countries like China, India, and Southeast Asia.
Latin America holds 25% of the market, primarily due to the region's vast agricultural land dedicated to cash crops
such as soybeans, corn, and coffee. This region’s rapid expansion in large-scale farming operations drives
consistent demand for crop protection products. In North America, agricultural innovation, mechanization, and
advanced farming practices are prevalent. The region's regulatory environment, which emphasizes environmental
227safety and sustainable farming practices, also shapes the demand for crop protection solutions. In Europe,
sustainability and stringent regulatory frameworks dominate the agricultural sector market dynamics and demand
for Agrochemicals. The emphasis on reducing pesticide residues, adopting integrated pest management (IPM),
and minimizing environmental impact is reshaping crop protection strategies. In contrast, the Middle East and
Africa face unique challenges that drive the need for crop protection solutions. The Middle East’s adverse climates
and water scarcity along with limited arable land puts larger pressure on agricultural productivity, making pest
and disease management vital for crop survival. In Africa, rapid population growth, along with changing climate
conditions, is exacerbating pest and disease outbreaks that threaten staple crops
Growth Drivers and Restraints of Global Crop Protection Market
Indian Crop Protection Market
Overview
The Indian branded formulated crop protection chemicals market has grown steadily over the past five years,
supported by structural shifts in agriculture, evolving pest dynamics, and a gradual move toward more targeted
solutions. The market was valued at about USD 5.52 billion in FY25, up from USD 4.05 billion in FY20, and is
expected to reach approximately USD 8.52 billion by FY30. This represents a healthy expansion that reflects both
rising awareness among farmers and a diversification of product categories. Active ingredients in crop protection
accounted for about USD 3.39 billion in FY25, estimated to reach USD 5.68 Billion in FY30. The total crop
protection market inclusive of technical and formulations was estimated to have grown from USD 5.95 Billion in
FY 20 to USD 14.20 Billion in FY 30.
Exhibit 34: Indian Branded Crop Protection Market ( USD Billion)
8.52
5.52
4.05
FY20 FY25 FY30
Source: Frost & Sullivan
Note: Estimation has been done for FY25 & FY30 basis historic consumption data acquired from the Department of Plant Quarantine &
Storage along with several published database, company annual reports and internal analysis.
India’s pesticide market continues to be shaped by a focus on the agriculture-intensive states such as Andhra
Pradesh, Gujarat, Haryana, Madhya Pradesh, Maharashtra, Karnataka, Punjab, Telangana, Rajasthan, Uttar
Pradesh and West Bengal which contribute to at an estimated 70-75%. Maharashtra, at 13.6 % of national
consumption, remains the largest user. Cotton in Vidarbha and Marathwada still drives steady insecticide demand
because of whiteflies and bollworms, while western Maharashtra’s sugarcane belt supports consistent herbicide
and fungicide use. Uttar Pradesh, at 11.1 %, remains a major market supported by paddy, wheat and sugarcane.
228Weed pressure from barnyard grass, flat sedge and Phalaris minor keeps herbicide use high, and repeated stem
borer and hopper attacks in paddy drive stable insecticide demand, especially across eastern districts.
Telangana, with 10.5 %, continues to record some of the highest input intensity in the country. Cotton and chilli
farming in Khammam, Mahabubabad and adjoining districts results in frequent spraying cycles because of blight,
mites and thrips. Karnataka, at 7.1 %, and Andhra Pradesh, at 6.5 %, form an important southern cluster where
horticulture, cotton and paddy drive a broad mix of insecticide, fungicide and herbicide applications. Tomato and
chilli crops in Karnataka face rising pest and disease pressure, while the deltas in Andhra Pradesh maintain
consistently high application intensity.
State Consumption Share in Pesticide Share FY25
Maharashtra 13.60%
Uttar Pradesh 11.10%
Telangana 10.50%
Karnataka 7.10%
Andhra Pradesh 6.50%
Jammu & Kashmir 5.80%
Punjab 5.50%
West Bengal 5.00%
Haryana 4.90%
Tamil Nadu 4.40%
Gujarat 4.00%
Rajasthan 1.50%
Chhattisgarh 1.50%
Others 18.60%
Source: Company Annual Reports, Media Articles, Directorate General of Plant Quarantine and Storage, PIB, Digital Sansad, Frost &
Sullivan Analysis
Note: Weighted distribution was applied on volume consumption by states as published by the Directorate General of Plant Protection &
Storage (FY24) along with value estimates derived through primary interviews (FY 24 & 25)
Jammu and Kashmir, at 5.8 %, stands out because of its high-value, spray-intensive apple orchards where farmers
apply multiple fungicide rounds for scab, powdery mildew and Alternaria, along with miticides for red spider mite
and woolly aphids. Punjab (5.5 %) and Haryana (4.9 %) remain heavily herbicide dependent because of the paddy–
wheat rotation. Post-emergent herbicides have become more common in wheat due to the spread of Phalaris minor
resistance, and humid kharif seasons push up fungicide use in paddy. In the east, West Bengal, at 5.0 %, remains
a fungicide-heavy market due to rice blast and sheath blight. Tamil Nadu, with 4.4 %, records steady demand
across turmeric, cotton and horticulture. Gujarat, at 4.0 %, reflects the needs of cotton, groundnut and cumin, with
Saurashtra continuing to rely on insecticides for whitefly and thrips control. Rajasthan and Chhattisgarh, each at
1.5 %, remain low-intensity markets with concentrated usage in irrigated pockets.
Growth Drivers
The category is growing due to following factors:
Increase in Yields of Major crops: Steady improvement in farm productivity has become one of the most important
contributors to the expansion of the crop protection market. National average yields have increased from 2,246
kg/ha in FY20 to 2,471 kg/ha in FY25, supported by better irrigation coverage, improved seed varieties, and
precision use of inputs. The growth in yield, though moderate at about 10 %, reflects the structural strengthening
of Indian agriculture rather than short-term output gains.
Exhibit 35: Increase in Indian Crop Yields across Foodgrains (kg/Ha)
2,471.2
2,246.2
FY20 FY25
Source: Third Advance Estimate, Ministry of Agriculture and Farmer Welfare, Indian Budget, Digital Sansad – Q&A, PIB
This productivity gain has been most visible in paddy, maize, wheat, and horticulture crops. In eastern Uttar
Pradesh and Bihar, hybrid paddy varieties such as Swarna Sub-1 and MTU-1010 have pushed average yields up
by nearly 8–10 %, but they have also created higher susceptibility to brown planthopper, stem borer, and leaf
folder, driving regular insecticide use. Punjab and Haryana, which already have among the highest paddy yields
229in the country, have focused on maintaining productivity through better weed control in the face of resistant
Phalaris minor in wheat. This has spurred steady demand for newer post-emergent herbicides like clodinafop and
fenoxaprop.
In Madhya Pradesh and Maharashtra, where maize and soybean acreage has grown, yield improvements have
coincided with a shift toward more systematic fungicide application to manage leaf spot, rust, and powdery
mildew. For many years soybean farmers struggled with weed management. Products were available, but they
were not giving the effective solution farmers needed. Weeds were reducing yields, and farmers wanted something
that offered broad-spectrum weed control, longer duration of protection, and complete crop safety. Farmers
increasingly rely on sequential sprays and seed treatment chemicals to secure incremental yield gains in these
crops. In Andhra Pradesh and Telangana, yield improvements in chilli and cotton have been closely linked to
better crop protection adoption particularly against thrips, aphids, and bollworms, which remain the main
constraints on yield. The higher returns from horticulture and vegetable cultivation in these southern states have
further encouraged investment in both chemical and bio-based pest management solutions.
Overall, higher productivity per hectare is raising the economic risk of crop loss, making pest management a more
integral part of cultivation rather than an optional expense. This linkage between yield and protection intensity is
expected to deepen as farmers adopt shorter-duration and high-yielding hybrids that require tighter crop protection
cycles to realize their potential.
Increase in crop acreages: India’s cultivated land base has increased from 198.6 million hectares in FY20 to 213.4
million hectares in FY24, growing at a 1.8 % CAGR. Over the same period, the area treated with chemical
pesticides rose from 108.0 to 113.4 million hectares at a 1.2 % CAGR. The gap between these two trends shows
that agriculture is expanding faster than pesticide usage, which leaves significant room for further penetration,
especially in semi-arid, rainfed and smallholder-dominated regions where adoption remains inconsistent.
Exhibit 36: Historic Growth in Cultivatable Land and Penetration of Chemical Pesticides ( FY 20 to FY24)
Million Hectares
198.55 213.44
108.03 113.39
FY20 FY24
Cultivation Chemical Pesticides Penetration
Source: Directorate General of Plant Quarintine and Storage, data is updated only till FY 24 and hence FY 25 not updated during the time
of this report curation.
This expansion in cultivated area, combined with more diversified cropping, is strengthening the runway for crop
protection products. Growth in cereals and oilseeds has been particularly important, since these crops respond
strongly to herbicide and fungicide programmes. Rising pest variability linked to climate and higher value share
from horticulture and commercial crops are also supporting regular usage across key states. With agriculture itself
on a steady growth path and more districts gaining access to irrigation and extension services, the broader
cultivated base is translating into a wider and more consistent demand footprint for crop protection.
Growth in MSP: Over the last five years, MSPs for key crops have consistently increased, improving rural incomes
and supporting farmer sentiment. Soyabean showcased the highest growth.
Commodity FY21 FY25 CAGR (%)
Paddy (Common) 1868 2300 5.34
Wheat 1975 2425 5.27
Maize 1870 2225 4.44
Groundnut 5550 6783 5.14
Soyabean (Yellow) 3950 4892 5.49
Cotton (MS) 5726 7121 5.6
Cotton (LS) 6025 7521 5.7
Source: Ministry of Agriculture and Farmer Welfare, PIB, Prices are INR/Quintal
Rising Role of CDMO in Agrochemicals: India’s agrochemical CDMO market is witnessing robust growth, driven
by increased outsourcing from global innovators. As multinational firms reduce their in-house manufacturing
burden due to high capital costs, Indian CDMO players are stepping in with scalable capacity, regulatory
compliance, and strong IP protection practices.
230Exhibit 37: Indian Agrochemicals- CDMO Market by Value (USD Bn), FY2020-FY2029F
2.91
1.69
1.05
FY20 FY25 FY30
Source: F&S Analysis
The segment is projected to see a 2.5x increase in value between FY2020 and FY2029, supported by long-term
contracts, focus on high-performance molecules, and R&D collaboration. For Indian players, this trend enhances
export visibility and supports backward integration into technical-grade production.
Challenges/Threats of the crop protection market
Regulatory Delays and Uncertainty in Molecule Approvals: The Indian crop protection industry operates within
an evolving but often uncertain regulatory framework. The Insecticides Act of 1968 and the pending Pesticide
Management Bill (PMB) have created ambiguity around data protection, renewal procedures, and new molecule
registration timelines. It typically takes four to six years for a new active ingredient to receive approval in India,
compared to two to three years in major export markets. This delay discourages the introduction of newer, low-
toxicity molecules and limits the industry’s ability to refresh its product portfolio. Frequent state-level bans on
certain formulations—such as Paraquat, Monocrotophos, and Glyphosate—add further inconsistency in
availability, affecting product planning and channel confidence.
Prevalence of Counterfeit and Substandard Products: A study by FICCI in 2015 found out that counterfeit products
in India accounted for 20-25% by value and around 30% by volume. The issue is acute in states with weaker retail
oversight, such as Bihar, Odisha, Assam, and parts of Uttar Pradesh, where smallholders often rely on unregistered
dealers or informal traders. These products undermine farmer confidence, reduce efficacy due to lower active
content, and damage the reputation of organized manufacturers. Counterfeits also distort demand estimates,
making inventory management difficult for legitimate players
Fragmented Distribution and Limited Technical Advisory: While India has over 250,000 retail points selling crop
protection products, the distribution structure remains uneven and inefficient. Larger states such as Uttar Pradesh,
Gujarat, and West Bengal account for over one-third of distributors, leaving several high-growth regions especially
Jammu & Kashmir, the Northeast, and eastern India under-served. Many dealers operate as general input suppliers
with limited agronomic training, leading to improper product recommendations and misuse. The lack of structured
extension support and post-sale guidance restricts adoption of newer formulations and reduces application
efficiency. This fragmentation also raises logistics costs for manufacturers, particularly those serving smaller
markets where volume turnover is low.
India’s Production, Import and Export Market Landscape
India continues to strengthen its position as a major global hub for crop protection manufacturing and exports.
Installed technical-grade capacity has increased from 324 thousand tonnes in 2018–19 to 451 thousand tonnes in
2024–25, and is expected to reach 550 thousand tonnes by 2028–29. Capacity growth remains concentrated in
Gujarat, Maharashtra and Andhra Pradesh, where chemical clusters and port access support efficient scale-up.
Production has followed a similar trajectory, rising from 217 thousand tonnes in 2018–19 to 306 thousand tonnes
in 2024–25, with output projected to reach 360 thousand tonnes by 2028–29 as new lines stabilise and more multi-
step synthesis is brought in-house.
231Exhibit 38: India Crop Protection Capacity, Production, Import and Export
1,059
858
324 451 550 217 306 360 405
49 71 81
Capacity Production Imports Exports ( Includes
formulations + technicals)
2018–19 2024–25 2028–29
Source: Directorate of Plant Protection, Quarantine & Storage, Ministry of Chemicals and Petrochemicals * note – Exports include
Technicals as well as Formulations while Production No. s and Capacity is for Technicals as provided by the Govt. of India.
CAGR (FY25-FY29): Capacity (5.09%), Production (4.15%), Exports ( 5.4%)
Exports remain the strongest driver of the industry. Outbound shipments have expanded from 405 thousand tonnes
in 2018–19 to 858 thousand tonnes in 2024–25, and are forecast to reach 1.06 million tonnes by 2028–29. Growth
is supported by India’s cost-competitive manufacturing, broader process capability, and the industry’s shift toward
more compliant, cleaner production routes that meet regulatory expectations in key markets across Latin America,
North America and Africa.
Exhibit 39: India Crop Protection Export by Country 2024
Country Export % Share
BRAZIL 23.5%
U S A 22.0%
JAPAN 5.3%
BELGIUM 4.1%
CHINA P RP 3.0%
VIETNAM SOC REP 2.8%
FRANCE 2.5%
ARGENTINA 2.2%
INDONESIA 1.9%
NETHERLAND 1.7%
BANGLADESH PR 1.7%
COLOMBIA 1.7%
U K 1.4%
THAILAND 1.4%
AUSTRALIA 1.3%
Others 23.5%
Source: Directorate of Plant Protection, Quarantine & Storage for FY 24. FY 25 has not been published till the date of this report curation.
In value terms, Brazil and the United States together make up nearly 46 % of India’s total pesticide exports,
reflecting India’s strong presence in the soybean, maize, and cotton segments that dominate Latin American
agriculture. Other important destinations include Japan (5.3%), Belgium (4.1%), and Vietnam (2.8%), which
collectively indicate India’s growing penetration in regulated and semi-regulated markets. Exports to China
(3.0%) have also risen, reflecting complementary trade in intermediates and low-cost formulations. The European
Union as a block contributes over 12 % through destinations such as France, the Netherlands, and the UK. The
strong export momentum has been driven by India’s cost competitiveness, process chemistry capabilities, and a
growing portfolio of post-patent actives. Companies are leveraging these strengths through backward integration
and expansion of technical-grade capacity, while several mid-sized players are scaling up for contract synthesis
to serve multinational clients. The industry’s shift toward formulation exports has also widened market access to
countries in Africa, Southeast Asia, and Latin America where regulatory barriers are lower and branded
formulations find growing demand.
The strong export momentum has been driven by India’s cost advantage, process chemistry expertise, and
increasing focus on post-patent molecules. Indian companies are scaling up technical-grade capacity and investing
in backward integration to secure raw materials and intermediates, especially in Gujarat, Maharashtra, and Andhra
Pradesh. Many mid-sized firms are also entering custom synthesis and contract manufacturing for global
innovators, supplying off-patent actives and intermediates to regulated markets. The industry’s growing
232formulation export base is expanding its reach across Latin America, Africa, and Southeast Asia, where the
demand for affordable, broad-spectrum agrochemicals continues to rise.
This export and production capacity growth aligns closely with the global wave of molecule patent expiries
expected over the next few years. As several high-value active ingredients lose patent protection, Indian
manufacturers are positioned to benefit from process innovation, competitive synthesis routes, and cost-efficient
scaling. With an established base of multi-purpose plants, access to skilled chemists, and strengthening regulatory
compliance, India is well placed to capture a significant share of the upcoming generic opportunity in crop
protection.
Exhibit 40: Active Ingredients recently expired/expiring (2023-2029)
Active Ingredient Patent Usage Specific Applications Patent
Expiry Year Category Holder
Bixafen 2023 Fungicide Broad-spectrum fungicide for cereals Bayer Crop
Science
Chlorantraniliprole 2024 Insecticide Controls chewing insects in crops like Corteva
soybean, fruits and vegetables, rice, Agriscience
cotton, maize, pome fruit, sugarcane, and FMC
potato, and cereals
Cyantraniliprole 2026 Insecticide Targets lepidopteran larvae, thrips, Corteva
aphids, and other chewing and sucking Agriscience,
insects across multiple crops FMC, and
Syngenta
Flubendiamide 2023 Insecticide Used to control lepidopteran pests in rice, Bayer Crop
cotton, corn, and grapes Science
Fluopicolide 2023 Fungicide Applied on grapes, potatoes, fruits, and BASF
vegetables to combat various fungal
diseases
Fluopyram 2023 Fungicide Effective against diseases like gray mold, BASF
powdery mildew, apple scab, and others
in grapes, apples, and various vegetables
Isopyrazam 2023 Fungicide Controls pathogens in cereals and bananas Sumitomo
Chemical
Mandipropamid 2023 Fungicide Used against late blight in potatoes and BASF
tomatoes
Penflufen 2023 Fungicide Targets seed and soil-borne pathogens in BASF
potatoes and cereals
Penthiopyrad 2023 Fungicide Promotes stronger, healthier roots for BASF
higher crop productivity
Pinoxaden 2023 Herbicide Selective control of grass weeds in wheat Syngenta
and barley
Pyriofenone 2023 Fungicide Developed to control powdery mildew in Sumitomo
cereals and grapevines Chemical
Pyroxsulam 2023 Herbicide Addresses grass and broadleaf weeds in Syngenta
cereals
Saflufenacil 2023 Herbicide Used to control broadleaf weeds in FMC
soybean, maize, sugarcane, and cereals
Sedaxane 2023 Fungicide Provides protection against seed, soil, and Syngenta
air-borne pathogens in various crops
Thiencarbazone- 2023 Herbicide Selectively controls grasses and broadleaf Bayer Crop
methyl weeds, primarily in corn Science
Florpyrauxifen- 2029 Fungicide Used for the control of powdery mildew OATAgrio
benzyl in a variety of crops, including fruits, Co.
vegetables
The expiry of these patents marks a significant turning point for generic players, particularly in India, the world’s
third-largest agrochemical exporter. As exclusivity lapses, domestic formulators and CDMO firms gain access to
high-efficacy, globally validated actives without incurring R&D costs, allowing them to:
• Expand portfolios with differentiated and premium formulations
• Offer cost-effective alternatives in regulated and emerging markets
• Capture market share in high-growth segments like rice, cotton, horticulture, and pulses
233This transition is particularly timely, as farmers globally are seeking effective replacements for aging chemistries
and governments are phasing out high-toxicity actives. Molecules like Chlorantraniliprole and Flubendiamide,
once premium and proprietary, can now be integrated into broader portfolios at accessible price points, enhancing
both market penetration and value realization
Regulatory reforms shaping the Indian Agrochemical Industry
Strengthening of the Insecticides Act, 1968 and Rules, 1971 – The Act remains the cornerstone of pesticide
regulation, covering import, manufacture, sale, transport, distribution, and use. Administration is with the
Department of Agriculture and Family Welfare (DA&FW) via the Directorate of Plant Protection, Quarantine &
Storage (DPPQS). There is now growing pressure to improve coordination with the Department of Chemicals &
Petrochemicals (DCPC), since many industry-facing issues sit outside DA&FW’s mandate.
Simplified Registration Pathways for Bio-Pesticides (Section 9(3B)) – To encourage eco-friendly alternatives, the
Registration Committee has issued simplified guidelines. Provisional registrations are granted for two years based
on strain confirmation by ICAR-NBAIM and quality checks by the Central Insecticide Laboratory. These
measures are driving bio-pesticides adoption, which currently represents ~4.2% of the Indian market but is
forecast to grow at ~10% annually.
Phasing Out of Highly Hazardous Pesticides (HHPs) – India is aligning with global efforts to withdraw highly
toxic formulations.Central Insecticide Board regularly reviews hazardous insecticides. They have banned the
usage of Monocrotophos 36% SL, while policies encourage the development of low-toxicity molecules, organic
products, and neem-based formulations.
Revised Export Registration Guidelines – Export facilitation has become a policy priority. The Registration
Committee has created simplified categories (A-I to B-IV), most of which do not require full toxicology or
chemistry data. Instead, basic published information suffices, and for registered bio-pesticides, no additional data
is needed. Certificates of registration are mandated to be issued within 15 days, with “fast track” provisions for
Star Export Houses to process approvals within 5 working days.
Mandatory Label and Leaflet Notifications (2022 Amendment) – Following industry consultations, DA&FW
issued a Gazette notification in November 2022 to standardize pesticide labels and leaflets. This regulation aims
to strengthen farmer safety, ensure accurate usage instructions, and align packaging requirements with
international norms.
India is emerging as a global hub for technical-grade agrochemical manufacturing due to its low-cost production
capabilities and expanding R&D investments. Leading players are investing in technical-grade production to
reduce reliance on imports of active ingredients and to control production costs. Additionally, government’s
“Make in India” initiative and incentives for chemical manufacturers are fostering investments in technical
production.
Exhibit 41: Indian Pesticide Regulation Snapshot
The registration process for agrochemical active ingredients is often lengthy with manufacturers having to adhere
to a strict regulatory regime, including obtaining registrations under Section 9(3) of the Insecticides Act, 1968,
therefore creating a barrier for entry for any run off the mill operators.
On the other hand, India formulations market is experiencing steady shift towards sustainable solutions. Rising
environmental concerns and government initiatives have pushed the market towards bio-based formulations and
234low-residue chemicals. Growing adoption of crop-specific formulations tailored to major Indian crops like rice,
wheat, sugarcane, and cotton. Customized solutions are being developed to address region-specific pest and soil
challenges. The Indian formulation manufacturing players are set to benefit from the US-China trade war, with
China expected to dump raw materials and technical at a cheaper price in diversified market baskets. This will
enable formulation players to expand their margin contribution, therefore resulting in healthier balance sheets.
Indian Branded Formulation Market Size By Types
India’s crop protection market is steadily reshaping its product mix as farmers adjust to changes in cropping
patterns, weed pressure, climate variability and labour availability. India formulations market is experiencing
steady shift towards sustainable solutions. Rising environmental concerns and government initiatives have pushed
the market towards bio-based formulations and low-residue chemicals. In value terms, insecticides remain the
largest category, although their share softened from 44.1 % in FY 21 to 43% in FY25 as usage becomes more
targeted and other segments expand faster. Herbicides continue to gain ground, rising from 16.2 % to 21 %,
supported by labour shortages, higher weed resistance and stronger adoption in cereals, soybean and cotton.
Fungicides, at 29.3 % in FY21, settled at 22 % in FY25, reflecting stable but more regionally concentrated demand
in paddy and horticulture.
Exhibit 42: Indian Branded Formulation Crop Protection Chemicals Consumption By Product Type (FY 21 ;
FY 25) : By Value
Others, Others,
FY 21
10.4% 14%
Insecticide,
Insecticide, 43%
Fungicide,
44.1%
Fungicide,
29.3%
22%
FY 25
Herbicide, Herbicide,
16.2% 21%
Source: Frost & Sullivan
Notes: Others consists of rodenticides,bio-pesticides, plant growth regulators and others
Note: Estimation for consumption for FY & FY 25 ( volume and pricing used to calculate value) is listed by Department of Plant Quarantine
and Storage and FY 25 was estimated basis historical data, FY25 first estimate and current revenue bifurcation gathered by primary
interviews.
In value terms, herbicides now command a disproportionate contribution because of higher pricing. The average
realisation for herbicides in FY24 stands at ~₹2,776.41/kg or L, compared with ~₹2,055.81 for insecticides and
~₹1,981.69 for fungicides. Despite lower volumes, herbicides are now almost at par with fungicides in total value.
Exhibit 43: Average Price By Branded Formulation Pesticides ( INR/Kg or Litre)
2,776
2,056 2,112 1,982
1,359 1,348
Insecticide Herbicide Fungicide
FY20 FY24
Source: Directorate General of Plant Quarantine and Storage. Data for FY25 wasn’t published during the time of the filing. Mean pricing
has been considered for each year post mapping major molecules contribution to the demand consumption
The most significant change in India’s crop protection landscape lies in the rise of herbicides. Their share in total
market value has increased sharply, even as volume growth remains moderate. This is not simply a function of
acreage expansion it stems from a higher willingness to pay for performance. As labour costs rise and manual
weeding becomes less viable, farmers are adopting multi-stage herbicide programs that combine pre- and post-
emergent products, often with differentiated chemistry suited to soil and water conditions. The higher price
realisation of herbicides reflects a dual trend: adoption of selective, crop-safe formulations and the movement
toward integrated weed management systems. While fungicides continue to account for slightly higher physical
volumes, herbicides have nearly closed the gap in value contribution. This transition illustrates how technology,
235mechanisation, and precision application are beginning to define competitiveness in the Indian crop protection
market.
Bio-pesticides and other biological inputs have recorded the sharpest growth, rising to 14% of total consumption
in FY25, even though average prices remain comparatively low. Their expansion reflects a clear policy and market
convergence: growing awareness of soil health, residue concerns for export crops, and public initiatives supporting
sustainable agriculture. The current pricing level of ~₹1,001/kg or L suggests that biologicals remain a volume
game rather than a value one but one with increasing strategic importance. Integration with chemical programs is
now common practice, especially in high-value horticulture and vegetable clusters in states such as Andhra
Pradesh, Maharashtra, and Tamil Nadu. This structural broadening of crop protection portfolios toward non-
chemical solutions has encouraged established players to formalize dedicated biological divisions. Crystal Crop’s
GreenAg division exemplifies this emerging alignment, focusing on bio-stimulants, soil-health enhancers, and
bio-control agents designed to complement conventional chemistry. This approach reflects an industry-wide shift
from product-based selling toward program-based crop management, blending chemical efficiency with biological
resilience.
Indian Branded Formulation Insecticide Market Landscape
India’s insecticide market, valued at USD 2.38 billion in FY25, is projected to grow to USD 3.32 billion by FY30,
reflecting a compound annual growth of over 6.94%. Despite a declining share in total crop protection volume,
insecticides remain a strategic pillar due to their indispensability in combating sucking pests, borers, and chewing
insects. Their relevance spans across key crops such as cotton, paddy, soybean, and vegetables, where multi-stage
pest pressure necessitates repeated applications.
Exhibit 44: India Insecticide Market in Value Terms ( USD B)
3.32
2.38
1.87
CAGR – 4.90% CAGR – 6.94%
FY20 FY25 FY 30(F)
Source: Frost & Sullivan
Note: Based on consumption approach
Unlike herbicides, where mechanisation and weed specificity drive growth, insecticides are seeing a polarisation
between high-volume legacy molecules and high-value precision chemistries. Among the latter,
chlorantraniliprole stands out as the single largest contributor to value share (13.2%), despite accounting for less
than 2% of physical volumes. This disparity is a function of its elevated pricing (~₹7,500/litre) and targeted
efficacy against lepidopteran pests in rice and sugarcane. Its acceptance reflects a growing willingness to pay for
extended residual control and reduced application frequency.
Exhibit 45: Branded Formulation Insecticides consumption in India by active molecules (FY25)
Molecule % Value Contribution Presence of Crystal Crop
Chlorantraniliprole 13.20%
Imidacloprid 8.69%
Chlorpyriphos 8.54%
Fipronil 6.67%
Spinosad 6.22%
Malathion 4.45%
Quinalphos 4.06%
236Molecule % Value Contribution Presence of Crystal Crop
Emamection Benzoate 3.92%
Profenophos 3.77%
Thiamethoxam 3.43%
Acephate 3.29%
Indoxacarb 2.96%
Dimethoate 2.61%
Cartap Hydrochloride 2.60%
Monocrotophos 2.30%
Cypermethrin 2.30%
Flubendiamide 2.04%
Acetamiprid 2.03%
Fenvalerate 1.91%
Dichlorvos (Diclorvos/DDVP) 1.61%
Buprofezin 1.33%
Diafenthiuron 1.18%
Lamda-cyhalothrin (Lambda-cyhalothrin) 1.17%
Spinetoram 1.11%
Fenobucarb(BPMC) 0.92%
Spiromesifen 0.71%
Flonicamid 0.57%
Deltamethrin 0.55%
Pymetrozine 0.54%
Abamectin 0.49%
Thiodicarb 0.48%
Clothianidin 0.44%
Thiacloprid 0.42%
Bifenthrin 0.33%
Allethrin 0.30%
Carbofuran 0.29%
Chlorpyriphos + Cypermethrin 0.27%
Similarly, imidacloprid (8.7%) and fipronil (6.7%) command a disproportionate value contribution relative to
volume. Imidacloprid remains a go-to systemic solution against aphids and whiteflies in cotton and horticulture.
Its inclusion in seed treatment packages and as a foliar spray ensures year-round relevance. Fipronil, by contrast,
is increasingly being deployed in combination therapies and offers strong soil-based control in crops like
sugarcane, reinforcing its role in crop-stage-specific interventions.
237Chlorpyriphos, a traditional workhorse with a 16.2% volume share, contributes just 8.5% to the value mix,
reflecting price suppression and regulatory overhang. Yet, its continued use especially in rice nurseries and for
termite control in sugarcane showcases the dependence on broad-spectrum organophosphates in certain
geographies. It also appears in combinations (e.g., with cypermethrin), although such mixes now contribute less
than 0.3% of value, signalling their gradual sunset. Emerging mid-tier performers include spinosad (6.2%) and
emamectin benzoate (3.9%), which cater to resistant pest populations in vegetables and pulses. Spinosad’s share
has grown significantly due to its selective profile, safety in IPM programs, and utility in export-linked crops.
Emamectin, similarly, benefits from its effectiveness against lepidopterans and is widely adopted in chilli and
cotton belts.
A notable shift is underway in the cotton insecticide segment, with increased grower attention toward broad-
spectrum sucking pest control. Within this space, newly introduced brands have made a sharp impact. One such
brand launched in 2025- Jivora by Crystal, designed specifically for cotton's complex pest pressure, has already
garnered 20% usage share among aware growers, with 30% spontaneous recall, surpassing initial expectations for
a debutant ( a report by Q&Q insights). These trends are supported by the growing market footprint of acetamiprid
(2.0%), thiamethoxam (3.4%), and spinosad (6.2%), all of which are active components in sucking pest portfolios.
The molecule acetamiprid, for instance, has increased its value contribution from 1.5% to 2.0% in just two years,
despite modest volume growth, indicative of price stability and sustained demand. This trend supports the rise of
brands offering quick knockdown and crop greening effects, which are key attributes growers are now seeking.
Indian Branded Formulation Herbicide Market
India’s herbicide segment has shifted from a niche to a strategic mainstay within the crop protection ecosystem,
expanding from USD 0.81 billion in FY20 to USD 1.16 billion in FY25F, with projections touching USD 1.96
billion by FY30. The branded formulation herbicide market exhibits the fastest growth rate among Insecticides,
Herbicides and Fungicides. While it accounts for less than 20% of volume share, its value contribution has surged
disproportionately driven by rising farm wages, shrinking sowing windows, and the adoption of crop-specific,
selective weed control programs.
Exhibit 46: India Branded Formulation Herbicide Market in Value Terms ( USD B)
1.96
1.16
0.81
CAGR – 7.40% CAGR – 11.05%
FY20 FY25 FY 30(F)
Source: Frost & Sullivan Analysis
Agricultural labour is increasingly scarce and expensive in key grain-producing states, pushing farmers toward
cropping systems with narrower planting windows and higher mechanization footprints, such as zero-tillage wheat
and DSR in paddy. Within this backdrop, Pretilachlor has emerged as a volume anchor in transplanted paddy
systems, recording the highest absolute volume in FY25. Its use is deeply entrenched across eastern India—
238particularly West Bengal, Bihar, Odisha, and Assam—where short turnaround times between harvest and
replanting make early-season weed suppression essential. Under puddled conditions, Pretilachlor reduces
dependence on labour-intensive manual weeding, and despite flat YoY volume growth, its stable pricing (₹586/L)
and consistent fit within monsoon rice systems have sustained its top-three market value position (~10%).
Building on these structural shifts in weed-management practices, the broader herbicides segment nonetheless
witnessed a correction from FY23 to FY24. Uneven and delayed monsoons across major rice and soybean belts,
elevated channel inventories carried from prior seasons, softer farm-gate prices, and a compressed spraying
window due to delayed sowing collectively tempered category demand. Additionally, value contraction was
amplified by global price corrections in key molecules and tighter regulatory oversight in selected states. FY25,
however, marks a clear recovery, with most estimates placing category expansion in the 8–12% range as
inventories normalize and demand stabilizes. Within this recovery environment, Crystal Crop has been one of the
few companies who grew at a materially higher rate of about 32-34% over FY24, supported by a more balanced
herbicide portfolio, increasing adoption of its selective chemistries, and strong execution in core cropping markets.
Exhibit 47: Branded Formulation Herbicides consumption in India by active molecules (FY25)
Molecule % Value Contribution Presence of Crystal Crop
2,4-D Amine Salt 9.93%
Pretilachlor 9.73%
Glyphosate 9.15%
Chlodinafop-Propargyl 8.45%
Metsulfuron Methyl 5.68%
Butachlor 4.76%
Metribuzin 4.16%
Bispyribac Sodium 3.68%
Atrazine 3.32%
Pendimethalin 2.40%
Chlorimuron Ethyle 2.35%
Imazethatyr 2.06%
Isoproturon 1.62%
Paraquat Dichloride 1.34%
Propaquizafop 1.24%
Quizalofop Ethyl 1.23%
Anilophos 1.06%
Oxyfluorfen 1.03%
Diuron 0.82%
Tembotrione 0.74%
Carfentrazone Ethyl 0.45%
Oxadiargyl 0.41%
Fenoxaprop-P- Ethyl 0.41%
Chlodinafop-Propargyl + Sodium 0.38%
Acifluorfen
239Pretilachlor has emerged as a volume anchor in transplanted paddy systems, with the highest absolute volume at
in FY24. Its use is deeply entrenched in eastern India, West Bengal, Bihar, Odisha, and Assam where farmers face
short turnaround between harvest and replanting. Here, it provides early-season weed suppression under puddled
conditions, reducing dependence on labour-intensive manual weeding. Despite flat YoY growth, its stable pricing
(₹586/L) and consistent fit in monsoon rice systems sustain its top-3 market value rank (~10%).
Indian Branded Formulation Fungicide Market
India’s Fungicide segment is in sustained growth phase, with value demand expected to expand from USD 1.22
billion in FY 25 to USD 1.79 billion by FY30, marking a CAGR of 8.04%.
Exhibit 48: Indian Fungicide Market in Value Terms (USD Bn)
1.79
1.22
1.02
CAGR – 3.48% CAGR – 8.04%
FY20 FY25 FY 30(F)
Source: Frost & Sullivan Analysis
Note: Based on consumption approach
The broader adoption of monoculture and high-density cropping systems, especially in fruits, vegetables, and
plantation crops, has made fungicide applications non-negotiable. In addition, export-driven sectors such as
grapes, chillies, pomegranates, and basmati rice are pushing for MRL-compliant, systemic fungicides, driving a
shift away from legacy molecules
Exhibit 49: Indian Fungicide Consumption by Active Ingredients (FY 25)
Molecule % Value Contribution Presence of Crystal Crop
Sulphur 20.91%
Carbendazim 16.41%
Mancozeb 13.33%
Copper Oxychloride 6.08%
Thiophanate-Methyl 4.44%
Azoxystrobin 4.04%
Tricyclazole 3.96%
Tebuconazole 3.55%
240Molecule % Value Contribution Presence of Crystal Crop
Propiconazole 3.45%
Dodine 3.13%
Metalaxyl 2.71%
Propineb 2.68%
Zineb 2.11%
Hexaconazole 1.47%
Thiram 1.36%
Carbendazim+Mancozeb 1.16%
The market remains volume-heavy at the base with traditional broad-spectrum fungicides such as sulphur, which
alone contributes over 50% of national fungicide volume, but just around 20% by value, highlighting its role as a
cost-effective yet indispensable molecule. Sulphur's widespread use in grapes (Maharashtra, Karnataka), chillies
(Andhra Pradesh), and mangoes (Telangana) reinforces its base-load relevance, particularly in managing powdery
mildew and scab. In contrast, carbendazim and mancozeb, two legacy molecules, jointly represent over 20% of
consumption volume, and around 25–30% of value. Their low-cost profile, along with broad registration across
cereals and vegetables, sustains high acreage adoption. However, the category is undergoing a marked shift with
these base molecules increasingly being used in combinations, such as Carbendazim+Mancozeb, to address
resistance build-up and provide multi-site activity.
Among newer chemistries, azoxystrobin, though contributing less than 1% by volume, has emerged as a
disproportionately large contributor to value nearing 4% of fungicide segment value thanks to its pricing premium
and targeted usage in paddy (Punjab, Tamil Nadu), vegetables (Karnataka), and grapes. Its low-dose, high-potency
nature and broad-spectrum efficacy are increasingly favoured by progressive growers. Another molecule showing
strong price-to-volume skew is tricyclazole, which makes up just over 1% of volume, but accounts for nearly 4%
of segment value. Its relevance in controlling blast in paddy has made it a mainstay in eastern India (Odisha, West
Bengal, Bihar), especially under high humidity conditions. Its inclusion in government procurement lists has
further anchored its position.
Global Seeds Market Overview
Overview of the global seeds industry & Market Size
Along with fertilizers and crop protection sector, the seed industry is part of the input sector at the start of the agri-
food value chain. Today, there is a thriving seed industry globally, made up of numerous seed companies who
have multiple products in hybrid, research varieties, openly pollinated varieties as well as genetically modified
crops. Apart from being governed by the laws and rules that apply to the industry, it is also subject to the different
demands and impacts of the downstream participants and, eventually, the customer.
Market Segmentation based on (value & volume split)
The global seed industry is estimated to be valued at USD 51.9 Billion in 2025. It has grown with CAGR 3.2%
from 2018. Further the industry is forecasted to reach USD 68.0 Billion by 2030 with a CAGR 5.6%.
241Exhibit 50: Global Seed Industry Market Size, By Value (2018-2025E- 2030)
Value, USD Bn xx5.6%
xx3.2% 68.0
51.9
41.6
2018 2025E 2030F
Source: Frost & Sullivan Analysis
Rising food demands from a growing population, the increasing adoption of costly advanced and organic seeds,
and disruptive forces like trade barriers and climate change are all contributing to the rise in seed prices worldwide.
Exhibit 51: Global Seed Industry Market Size, By Volume (2018-2025E- 2030)
Volume, Million Tons
31.6
26.1 28.1
2018 2025E 2030F
Source: Frost & Sullivan Analysis
In terms of volume, the market is estimated to be 28.1 million tons in 2025 and is anticipated to grow to 31.6million
tons by 2030 with CAGR 2.3%. Players like BASF, Bayer, Limagrain, Syngenta, Corteva are the key players in
global seed industry.
Cereals and Grains are estimated to account for ~67% (on volume terms) of the global seed industry with approx.
volumes of 18.9 million tons in 2025. On Value terms the market accounted for ~51.1% in 2025E. In value terms,
Corn and Rice seeds account for the majority of the share in the seed industry with shares ranging between 80-
82% in Cereals and Grain category. These are followed by wheat and sorghum seeds. Bayer, Corteva, Syngenta,
Vilmorin-Limagrain, KWS are some of the notable companies for corn seed. Rice portfolio is strong for Bayer,
Corteva, BASF & Sakata Seed.
Exhibit 52: Global Seed Industry Segmentation- By Crops group, 2025E
By Value By Volume
Others Fruit & Vegetables Others
Fruit & 3% 6% 2%
Vegetables
18%
Oil Seeds
28.1
USD 51.9 Cereals & 25% Million
Cereals &
Bn Grains… Tons Grains
Oil Seeds 67%
28%
Source: Frost & Sullivan Analysis
Oilseed segment is estimated to account for ~25% of the volume of global seed industry in 2025E. Major oil seeds
across globe are Soybean, Canola/ Rapeseed and Sunflower. Soybean oilseed is largest market segment with ~
49-50% market share in oilseed segment followed by Canola/rapeseed. Companies such as Bayer, Corteva, KWS
and Syngenta are some of the key players in oilseed industry.
242Exhibit 53: Global Seed Industry Segmentation- By Crops, 2025E
By Value By Volume
Others Others,
Sorghum
7% 12%
2% Sorghum, 1%
Wheat
8%
Wheat,
Rice,
15% 28.1
Rice USD 51.9 Corn Million 48%
Bn
20% 63% Tons
Corn,
24%
Source: Frost & Sullivan Analysis
By value basis, North America accounted for ~36% of the market share majorly due to large consumer base for
premium, high-quality seeds driven by health and sustainability concerns. It is followed by Asia Pacific at 27%
and Europe at 19%. In 2025, on volume basis, Asia Pacific region is estimated to accounts for ~35% of the global
seed industry followed by North America at 27%, Europe at 19%, Latin America at 15% and Middle East and
Africa at 4%. The global seed market grew in every region, with North America being the largest market in terms
of value of seeds due to high value seeds sold in the region along with higher %age of GMO crops. North America
is followed by Asia Pacific.
Exhibit 54: Global Seed Industry Segmentation- By Region, 2025E
By Value By Volume
Middle East Africa
Middle East Africa 2% 2%
3% 1%
Latin America North America
Latin America
15% 27%
14%
North America 28.1
Europe USD 51.9 36% Europe Million
19% Bn 19% Tons
Asia Pacific Asia Pacific
27% 35%
Source: Frost & Sullivan Analysis
Factors impacting the Crop yield
Climate
• Climate has a significant impact on agriculture. Agriculture depends significantly on water, land, and other
climate-related natural resources. Climate change (temperature, precipitation, and time of frost) makes
agricultural activities more challenging in some areas while perhaps extending the growing season or enabling
the cultivation of other crops in others.
• The pace and intensity of climate change, as well as how well farmers are able to adjust, determines how it
affects agriculture.
• According to recent published paper, globally, rising temperatures have a negative impact on crop yields, and
these effects are amplified when temperature increases above certain thresholds. In wheat, for example, a 1
°C temperature increase would cause a 6.1% yield loss if the temperature rise was less than 2.38 °C; if the
temperature rise was greater than 2.38 °C, the yield loss would increase to 8.2% per 1 °C warming. Similarly,
as the temperature rises above the 3.13 °C threshold, the loss in rice yields for every °C increase becomes
7.1% instead of 1.1%.
243• Climate change continues to interfere with harvest schedules and agricultural yields, whether through
increased intensity and frequency of natural disasters, flooding, drought, or seasonal irregularities, leaving
farmers with low profit margins. Climate change and agriculture are closely intertwined, with the former
directly affecting the latter.
• These climate effects can be neutralized by using climate smart agricultural practices such as use of climate
smart crops, sustainable soil management, integrated pest management and improved water management.
R&D
• The implications of a wide range of agricultural innovations, including genetically modified varieties,
fertilizer and pesticide technologies, farm machinery, adaptive microbial technology, and agronomic and
management practices (integrated management of nutrients and pests), and how they can be used to increase
crop productivity, have been made possible by technological development and research programs.
• Plant breeding is a labour-intensive, costly, and time-consuming process that could be overcome by modern
biotechnology and genome editing techniques.
• High quality germplasm libraries are difficult to build and take time.
• R&D contributes in enhancing plant yield by innovating new breeding techniques & different technologies,
developing formal seed systems for enhanced reach and making this information accessible to stakeholders
involved.
Exhibit 55: Increased Global Yields
5,787 5,962
5,157
4,324
4,694 4,752
3,891 4,324
3,500 3,625
2,972
2,732
2,269 2,305
2,185
1,678
1,359 1,427 1,455 1,438
708 789 1,088 936
2000 2010 2020 2023
Mustard seed Sorghum Seed cotton, unginned
Wheat Rice Maize (corn)
Source: FAOSTAT
The above exhibit depicts how the productivity of certain crops have changed over the years. Research and
Development (R&D) boosts crop productivity by creating higher-yielding, resilient crops through genetic
engineering and selective breeding.
Area under Cultivation
Although expanding the "Area under Cultivation" generally improves crop output overall, its impact on crop
yield—or productivity per unit of land—depends on a number of factors, including resource availability, land
quality, and agricultural practices. Although increased farmed area immediately boosts overall production, yield
may drop if the additional area contains degraded land or if labor, water, or nutrient inputs are dispersed too
widely, resulting in lower productivity per acre.
Entry Barriers
Regulatory Barrier- Seed companies are severely impacted by changes in policies related to seeds, agriculture,
or biotechnology. For example, laws pertaining to breeding, export-import, seed prices, intellectual property
rights, and genetically modified (GM) crops can all have a significant impact. Each country has its own laws and
rules governing the breeding, testing, and distribution of seeds. These regulations apply to genetic exclusivity,
environmental concerns, product viability, performance, and labelling. Before being permitted to operate, seed
244companies must fulfil these regulations. Also complying with the various laws and regulations raises the cost of
doing business.
Market Dynamics & Competition Barrier- Seed companies compete with a number of domestic and
international businesses in their market. Market dynamics, competitive pricing tactics, or developments in seed
technology can all have an effect on a new player's entry, market share, and profitability. It can be challenging for
new businesses to get farmers to test their products because well-known brands frequently have loyal customers.
Farmers place high value on product performance, therefore brand building for newcomers in this market may
take longer than for established rivals. Farmers are shifting toward branded seeds because they want high-quality,
consistent results, and high yields from particular brands. This leads to brand loyalty and repeat business, even if
the price is higher. Additionally, the branded hybrids come with multiple advantages of disease resistance, insect
resistance & herbicide tolerance. The demand for branded, innovative, and high-value seed products is also rising
as a result of technology developments and the creation of organic and climate-resilient seed variants. Farmers
are also becoming more aware of the new technologies and innovation that are available for their use. Thus, seed
companies can leverage upon these advantages of farmers shifting towards branded seeds.
R&D Barrier- A significant barrier to entry in seed industry is the time-consuming and expensive R&D required
to develop new, proprietary seed varieties. R&D spending by businesses varies extensively, ranging from a small
single-digit portion of revenue to around 30%. The strategic significance of R&D as a differentiator for firms can
be seen by this variation.
Brand Loyalty-It can be challenging for new businesses to get farmers to test their products because well-known
brands frequently have loyal customers. Farmers place high value on product performance, therefore brand
building for newcomers in this market may take longer than for established rivals.
Supply chain for seeds globally, Production – Own vs Contract Farming, modes of distribution
Seed industry comprises of value chain actors, methodologies, technological innovation and management
practices (TIMPs), seed systems, trade, all governed by policy and regulatory frameworks. The development of
the seed industry is essential for food security on a local, national, and international level. Good seeds are essential
to ensure the food security since it influences crop success in terms of productivity and yield. This makes it
important to have access to high-quality seed.
Seed companies invest in activities such as Breeding, Variety testing (company level; grower’s trials; Official;
Distinctness, Uniformity and Stability (DUS) Testing; Value for Cultivation, Use, and Sustainability (VCUS)
Testing), Variety registration, Plant Variety Protection – PVP, Production of foundation, breeder & commercial
seeds, and Promotion and selling of seeds.
Global seed companies have multiple growers across globe who help in seed multiplication. This makes it easier
for trading seeds across the globe. Many of these growers are on contract basis with the seed companies.
Developing professional seed growers poses a challenge in terms of cost, capacity building and in providing the
buy-back guarantee for the quantity of seed they produce. Some companies also opt for seed production on own
lands, but this requires significant investments. These grown seeds are then processed in the processing facilities
of the seed companies which can be located in the same region or across globe. Transporting seeds from producing
locations to processing facilities and then distributing it to farmers in the inadequate rural infrastructure is a
challenge.
245Further the processing facilities need to have multiple equipment such as cleaner, destoner, gravity separator,
graders and dryers. The cost of infrastructure, equipment, operation and maintenance - required to support seed
processing, testing and storage as well as training and supervision of staff and contracted farmers is huge.
Post processing, seed are packed and labelled as per the regulatory requirement of countries. Then the seeds are
dispatched through a distributor from where it is sold to farmer directly or with another intermediary called as of
retailer.
Sustainability in Seed Industry
The seed sector promotes innovation in environmentally friendly distribution and packaging methods. In an effort
to minimize their environmental impact, seed businesses are looking into other materials and modes of delivery
in response to the increased emphasis on reducing plastic waste and carbon emissions. These programs, which
range from improved supply chain logistics to biodegradable seed coatings, show the seed industry's dedication
to sustainability.
In addition to promoting crop breeding and genetic improvement, the seed industry fosters partnerships with
various farmers, researchers, policymakers, regulators, and industry leaders to develop sustainable solutions for
the problems facing modern agriculture through its pursuit of innovation, science, and technology.
The innovation and leadership of the seed industry will remain crucial in fulfilling the needs of the 21st-century
agri-food sector as we tackle the problems of feeding a growing world population while preserving our planet's
resources. In 2023, Syngenta invested USD 244 million in sustainable agriculture breakthroughs.
Sustainability commitments: By creating and making public its sustainability promises, the seed industry can
employ a data-driven, ESG-informed approach to long-term sustainability that promotes transparency and
ongoing development.
Key trends & opportunities driving the market growth.
Key Trends
Consolidation of Industry- Due to more regulations and fewer markets for expansion, agrochemical companies
were facing decreasing opportunities for profit by the 1980s. As a result, they expanded on their already
established relationships with farmers by entering the seed industry, which was more attractive sector of the
agricultural input market. A large portion of this transition came from acquiring more established seed companies
rather than from competing with them. The agrochemical businesses' market shares were increased by each
acquisition, as well as expanded their distribution networks for seeds and germplasm. The number of worldwide
agrochemical & seed companies eventually decreased as a result of major agrochemical companies buying out
hundreds of previously independent biotechnology and seed companies and merging with one another, thus
concentrating the seed sector. The 1990s saw a significant shift in the commodity crop seed sector as companies
were able to produce seeds that were resistant to specific pesticide applications thanks to advancements in genetic
engineering. Through acquisitions, chemical companies like Monsanto and DuPont aimed to increase their share
of the seed industry. Monsanto alone acquired sixty separate seed and genomics companies between 1980 and
2014. The USDA discovered that during the 1990s and 2000s, more than 200 commodity seed companies were
either acquired or went out of business. Acquisition of smaller players has been a widely used and successful
strategy for increasing market share in Agrochem and seeds industry
Currently, more than half of all the seeds are sold worldwide by 5-6 firms, and in the United States, only 2-3
companies sell the majority of the seeds for several staple commodity crops like corn, soy, canola, and cotton.
246Exhibit 56: Key players & seeds brands in Global Seed Industry
Global
Key Seed
Players
INSU
N
Source: Company Website, Frost & Sullivan
These behemoths not only control seed sales but also oversee seed breeding operations and lock up their genetics
and well-known proprietary features through patents and burdensome license agreements.
Bayer-Monsanto merger, Dow Chemical-DuPont merger, Corteva- Dow – Dupont- Pioneer, ChemChina
acquisition of Syngenta were some of the major consolidations that the seed industry saw since 2015. The trend
seems to continue with the new formed corporation acquiring regional, biological, smart- digital agriculture
companies to increase their strength in different sectors.
• Releasing more GM products-
The growing need for food worldwide, coupled with the problems of climate change, insect infestations, and
finite land resources, has led to a major trend in the seed industry: the release of more genetically modified
(GM) crops. The main factors contributing to this rise are increased crop yields, better resistance to pests and
diseases, increased resilience to environmental stressors like drought, and a decreased need for chemical
pesticides. The development of GM seeds is also being stimulated by technological developments in
biotechnology, such as gene editing, and digital agriculture, opening the door to a future with more robust
and productive crops.
In more than 75 countries, GMOs are cultivated, imported, and/or subjected to field testing. Despite national
laws governing genetically modified organisms differing, thirteen crops globally have commercially available
genetically modified versions which include Alfalfa, Apple, Canola, Corn (Corn), Cotton, Eggplant, Papaya,
Pineapple, Potato, Soybeans, Squash, Sugar Beets and Sugarcane. Some other foods are the result of
traditional plant breeding and are not GMOs are Tangelos, Seedless watermelon, Grape tomatoes, Broccolini
and Baby carrot.
The trend is also further accelerating by increasing adopting of GM cultivation across globe. Year 2024 saw
a 1.9% increase in the global area planted of genetically modified crops, reaching a new record of 209.8
million hectares. Ten distinct GM crops were grown in 28 different nations, with soybeans being the most
extensively planted.
247• Utilization of artificial intelligence/ generative AI to drive innovations
Through improving breeding and genetics, strengthening seed quality testing and certification, streamlining
field operations and monitoring, and even revolutionizing customer engagement, artificial intelligence (AI)
and generative AI are driving innovation in the seed sector. These technologies lead to more effective,
sustainable agriculture and improved food security by facilitating the development of improved crop varieties
with desired traits, quicker and more accurate quality assessments, precise field management using drone
technology, and data-driven decision-making throughout the seed value chain.
In Breeding & genetics, AI can help in Advanced phenotypic assessment by identifying key quantitative trait
loci (QTLs) & Accelerate trait development by analysing vast genetic data to predict the performance of
different genotypes.
In Seed Quality Testing and Certification, subtle patterns in seed characteristics can be detected using AI-
powered images helping in early detection of seed born diseases or internal defects. AI can also help in
ensuring uniform testing across batches.
In April 2024, with the use of Google Cloud technologies, BASF Japan has announced that it would create
and introduce a unique generation artificial intelligence chatbot consultant service for users of its Xarvio®
Field Manager crop management support system. The chatbot service will give Japanese users of Xarvio®
Field Manager quick, personalized responses to product use around-the-clock. It is powered by Vertex AI,
Google Cloud's gen AI Gemini platform. Text, pictures, and video are included in customized answers when
necessary.
• Investments in Novel Seed Technologies – Companies across the globe are investing in R&D for advancing
the innovation in seed technologies. Approximately USD 4-6 Billion dollars have been invested in start-ups
using CRISPR (clustered regularly interspaced short palindromic repeats) in agriculture over the last ten
years, according to presentations delivered at World Agri-Tech in March 2024.
Research on plant gene editing has received substantial support or investment from the public sector. The use
of cutting-edge methods like CRISPR-Cas9 (associated protein 9) to change the genomes of crops would
probably result in a future demand for less agrochemicals. This is because it is anticipated that the next
generation of seeds would deliver higher crop yields with less water and agricultural inputs. A few companies,
for instance, have created herbicide-tolerant seedlings, which have actually increased the use of particular
herbicide classes.
Scientists at Tel Aviv University in Israel have developed tomatoes that require less watering thanks to
CRISPR technology, while scientists at UC Davis have utilized the technology to generate a rice strain that
is immune to a fungal disease that is predicted to flourish in a warming climate.
Another important innovation was that of Double Haploid technology. Method is implemented in different
crops more than 20 years ago. It’s allows shortening the inbreeding process significantly (vs conventional
inbreeding - e.g. repeated self-pollination cycles) and the obtention of fully homzygous lines.
Key Opportunities
Going forward, innovation-driven differentiation, M&A-driven geographic expansion, and stronger farmer
engagements to extract more value will probably continue to be the key opportunities in seed sector.
• Shift towards branded seeds- Farmers are shifting toward branded seeds because they want high-quality,
consistent results, and high yields from particular brands. This leads to brand loyalty and repeat business,
even if the price is greater. This change is influenced by a number of factors, including governmental
initiatives to enhance seed quality and traceability as well as market variables including brand reputation,
advertising, and promotional activities like field demos. Additionally, the branded hybrids come with multiple
advantages of disease resistance, insect resistance & herbicide tolerance. The demand for branded, innovative,
and high-value seed products is also rising as a result of technology developments and the creation of organic
and climate-resilient seed variants. Farmers are also becoming more aware of the new technologies and
innovation that are available for their use. Thus, seed companies can leverage upon these advantages of
farmers shifting towards branded seeds.
248• New breeding breakthroughs for differentiations - The rise in crop yields and agricultural productivity
over the past 70-80 years, from the invention of hybrid crops to the adoption of high-yielding varieties during
the Green Revolution, is mostly attributable to a number of biological innovations in seeds.
• In the next ten to twenty years, the seed industry is expected to undergo a number of changes and
developments; new breeding breakthroughs that accelerate the generation of high-quality seeds were deemed
most likely among these changes. The widespread adoption of biotech crops in low-income nations and new
global mechanism(s) to access genetic resources and knowledge and share benefits are the
other breakthroughs expected. In order to further grow the seed sector, global agricultural companies are
investing a substantial amount of money in agricultural research and development.
Companies such a Bayer have invested in Precision breeding which makes use of artificial intelligence (AI)
technology to guide genetic modifications and gain access to more data, enabling scientists to precisely
pinpoint the modifications required to eliminate undesirable plant features or highlight desirable ones in a
timely and accurate manner. In the end, precision breeding yields seed variants years ahead of schedule,
customized to growers' specific field circumstances.
Other research which has growth opportunities are - counter season breeding & production and focus on
abiotic tolerance factors like water, radiation, temperature, humidity, salinity, precipitation and so on.
• Leveraging M&A to optimize portfolio and extend geographical presence: In addition to expanding the
current product line, a common goal of M&A transactions in the seed sector has been to expand the
geographic reach of the acquiring companies, particularly in areas where their distribution network was weak.
Working together throughout the entire agricultural value chain—from seed production to processing—can
open up new possibilities, such creating vegetable seed chains focused on exports. Companies can access
new technology, share R&D expenses, and improve their market positions by forming strategic alliances and
collaborations.
By acquiring Monsanto, Bayer increased both its footprint in North and South America in addition to growing
its seed businesses. ASL, one of the most creative melon breeding companies worldwide, was fully acquired
by BASF in 2023 owing to the company's vegetable seeds division. In addition to expanding BASF's breeding
and seed production in France, this helped strengthen BASF's market position in the melon seed market.
Prominent seed producers have already transitioned from being simple suppliers of seeds to intricate providers
of integrated product offers, with a significant emphasis on advanced digital services. Syngenta, for example,
increased access to the latest seed treatments by expanding its internal Seedcare Institute network and
acquiring Brazil's Strider, a pioneer in farm management technology. Corteva acquired 100% stake in
PhytoGen Seed Company, LLC, making it the sole owner of the intellectual property, including patents,
trademarks, proprietary germplasm and information.
Regulatory status of pending biotech/GM crop projects globally. Key Policies and Regulations applicable
to the Industry.
A significant advancement in the seed industry regulatory scenario during the past century is the 1991 Convention
of the International Union for the Protection of New Varieties of Plants (UPOV). According to the treaty, the
breeder's right must be provided for perennial crops for at least 20 years after the award date, and for types of
trees or vines for at least 25 years.
Policies impacting new plant varieties & their products are: -
Variety registration General environmental or liability laws
Seed laws and regulations Food/feed laws and regulations
Phytosanitary regulations Seed treatment regulations
Biotechnology/GMO regulations
Seed laws & regulations, Environment laws, food/ feed laws, seed treatment regulations are different across globe
and seed companies must adherer to these laws in each country for doing business.
249Every time seed is imported into a nation, it must comply with that nation's phytosanitary import regulations.
Import licenses are typically needed, and phytosanitary certificates may not always be in accordance. Different
import/export nations manage seed re-export in different ways. This may lead to trade interruptions aren't always
technical or risk proportionate.
This is also true for GM seeds. Some nations require more research, which frequently don't add value to the
evaluation of their safety, while others need studies to be repeated annually, even when nearby nations with similar
growth conditions have already conducted the studies.
On the other hand, significant inventions may reach the market more predictably, effectively, and uniformly if
laws and regulations in different countries and regions were to become increasingly similar to one another. This
strategy is called "regulatory harmonization." A recently conducted poll by International Seed Federation indicated
that the regulations governing the global seed industry are not uniform at the moment. But more than a hundred
specialists on seeds that predict, during the next 20 years, there will probably be a global harmonization of the
regulatory environment. A wide range of alignments between national regulatory systems and requirements are
included in regulatory harmonization.
Governments having uniform standards for the regulatory review process, globally accepted technical guidelines,
standards, and principles, exchanging data and evaluations, and approving a product if it has already been
approved by another regulatory body are all examples of alignment.
In addition to facilitating faster and more reliable innovation delivery to farmers, regulatory harmonization can
boost global regulatory agency productivity and cut down on effort duplication. National autonomy should not be
sacrificed in order for countries to cooperate on regulatory harmonization; there are numerous ways to do so, from
exchanging safety assessment findings to harmonizing data requirements.
Seed R&D Process and Funnel
Seed companies have to go through multiple stages of R&D before launching a new product. It starts right from
pre-breeding stage. The investments and time involved is huge and companies across globe are trying to optimize
in terms of timelines as well as costs by using new breeding technologies. Broad stages from research to selling
of seeds are:-
• Pre‐breeding
• Breeding
• Variety testing (Company level, Growers trials, Distinctness, Uniformity and Stability- DUS, Value for
Cultivation and Use – VCU)
• Variety Registration, Plant Varieties Protection (PVP)
• Production of basic seeds
• Production of Hybrid (commercial seed)
• Promotion and Selling
250Timeline
Source: International Seed Federation
Breeding is long and expensive process. Investments decisions by Global Seed Companies majorly impacts the
outcomes. From collection of germplasm to commercialization, it takes ~10-12 years depending upon whether
crop can be grown in multiple seasons or just once annually. Companies often undergo mergers and acquisitions
to access the best germplasms.
Artificial intelligence and generative artificial intelligence are driving innovation in the seed sector through
improving breeding and genetics, strengthening seed quality testing and certification, streamlining field operations
and monitoring, and even revolutionizing customer. These technologies lead to more effective, sustainable
agriculture and improved food security by facilitating the development of improved crop varieties with desired
traits, quicker and more accurate quality assessments, precise field management using drone technology, and data-
driven decision-making throughout the seed value chain.
Seed companies have to carry out breeding research at multiple strategic locations. The concerned breeders
advance and assess the breeding material generated in these breeding facilities, and promising entries are advanced
to the following generation while keeping the intended goal in mind. These breeding stations produce hybrids that
must pass rigorous testing phases, such as Multi Location Trials, Product Evaluation Trials, and Pre-Commercial
demos. Five primary criteria are used to assess each product: grain yield, milling yield, disease tolerance, grain
quality, and lodging tolerance. Prior to the release of the new product(s), farmers and the sales team are involved
in the pre-commercial demo stage to register their input, which is mostly regarded as an important component
along with the consistency of field data.
Exhibit 57: Commercialization process for Hybrid seeds
Source: Primary interactions, Frost & Sullivan Analysis
251For GM crops, the timeline from research to commercialization are still longer. According to CropLife
International it takes ~16.5 years for commercialization of GM crops.
Source: CropLife International
Indian Seed Industry Overview
Evolution of the Seeds industry
Encouraged by the Green Revolution in the 1960s and 1970s and the 1988 New Policy on Seed Development,
India's seed industry transitioned from a public seed distribution system that existed prior to independence to a
vibrant, mixed public-private sector. The National Seed Corporation (NSC) was founded in 1963, the Seeds Act
of 1966 was passed, and the National Seeds Project (NSP) was launched in 1975. These significant events
improved infrastructure and quality control in seed industry.
Additionally, it marked the start of a formal seed industry in one of the world's most significant agricultural
markets. The current seed industry in India was shaped by a number of policies.
Year Comments
1948 Agricultural colleges fall under the department of agriculture
Establishment of Central Seed Corporation 1963. This enabled establishment of foundation and
certified seed production, assisting marketing of seeds and training of people involved in seed
programs.
1961-1966
This also paved way for the establishment of scientific seed industry in the country.
Indian manufacturers were encouraged to develop seed processing equipment, while field inspections
methods and seed standards were set up.
National Seeds Corporation (NSC) provided expert services to FAO for designing high capacity
1966-1969 processing plants in its annual. 1966 seed act bill was introduced in the parliament. 1969 the seed act
bill came into force.
• Tarai development corporation was established in 1969 with assistance of World Bank, It is
renamed as U.P. seeds and TARAI development corporation on first July 1978.
• Involvement of G.B. Pant University of Agriculture and Technology resulted in an integrated
development and compact area approach. Strict quality control. Integrated approach for marketing
of seeds.
1969-1974
• In 1971 Indian Society of Seed Technology was formed.
• Green revolution – Started in the early 1960’s, green revolution started the introduction of high-
yielding varieties of rice and wheat to increase food production. India is continuing its Green
Revolution program by adopting Schemes promoting components of Green Revolution like plant
breeding, irrigation development, and financing of agrochemicals.
• National commission on agriculture carried out a review of seed industry and proposed its
expansion on commercial lines.
• Development of System of national registry of varieties
• Encourage MSMEs and development and fabrication of seed processing equipment
1974-1977
• Storage of breeder seed and nucleus seed should be done under controlled condition.
• Grow out test should be integral part in seed testing.
• Department of agriculture should have three distinct wings like input aspects, law enforcement
and seed certification.
252Year Comments
• GOI decided to establish seed production agencies.
• National Seed Policy was implemented in 2002 to provide appropriate climate for the seed
industry. It helped in safeguarding the interest of Indian farmers and conservation of agro
biodiversity.
• The seed sector grew steadily during this period with the establishment of several private seed
1997-2002 companies dealing with both field crops and vegetables. Single biggest change in the seed scenario
was experienced in this period. First, the introduction of PPV&FR Act, 2001 and the second
release of Bt cotton in India in 2002.
• The rapid expansion of Bt cotton production area (reaching to ~90% in 10 years) has enhanced
the demand for Bt cotton hybrid seed by 220%
• Implementation of PPVFRA Rule-2003 and draft of The New Seed Bill was submitted to address
all seed related issue which will replace all other existing Acts regarding seeds.
• Promote Seed Village concept/ Compact area approach. Small group of farmers are trained to
2003-2007
undertake production of seeds of various crops and cater to the needs of themselves and also
fellow farmers of the same and neighbouring villages in appropriate time and at affordable cost.
• PPVFRA-2007- Protection of Plant Varieties and Farmer's Right Authority, New Delhi.
• With the introduction of improved varieties with breeder seeds, present day Indian seed industry
is farmer centric. It also relies on the individual State Seed Corporations to provide support in
2017-present terms of infrastructure, technologies, approach and management culture to survive in the
competitive market. This will enhance their contribution in the national endeavor of increasing
food production to attain food & nutritional security.
Seed discovery / breeding is long gestation and research intensive
Breeding seeds requires extensive research. High-yielding, pest-resistant, and climate-resilient crop varieties can
be developed rapidly by combining conventional crossbreeding with cutting-edge methods including gene editing,
marker-assisted selection, and AI/big data analysis. A big pool of germplasm with diverse traits is essential for
discovery of new high performing varieties. This multi-year, intricate process is one of the most R&D-intensive
industries in the world, requiring a large investment in R&D and driving sustainability, rural development, and
agricultural output.
To understand the links between genes and phenotypes, a variety of scientific fields are applied,
including genetics, agronomy, molecular biology, and data science.
It can take several years of repeated crosses, selection, and extensive field testing to assess performance in a
number of environmental conditions before a single new seed variety is developed & commercially released.
Average time of releasing a variety can be as low as 4-5 years or as high as 8-10 years. Thus, a new entrant in the
seed industry has a very slim chance of competing against the well-established players unless they have a strong
R&D backup. Well established players in terms of good R&D infrastructure- research labs, research stations,
advanced equipment; skilled workforce; good germplasm bank; understanding of different laws & intellectual
property rights are at advantage for succeeding in long term.
Furthermore, for operations like germination testing, seed labs in India need a highly controlled environment that
includes precisely controlled temperature and humidity, sufficient lighting, hygienic and well-maintained
facilities, rodent and insect control, and specialized equipment. These controls, which are frequently required by
National Seed Testing Guidelines and Regulations, are essential for accurate seed testing and guarantee the quality
and viability of seeds.
Crystal Crop is one of the few companies in Indian Seed Industry which has dedicated R&D farms for rice, maize,
cotton, sorghum, mustard, fodder, vegetables, pearl millet and flower for breeding nurseries and trials. The R&D
Team comprises of skilled experts with the necessary background, which aids Crystal Crop in creating high-
quality, tried-and-tested solutions that meet farmer’s and market demands. High quality germplasm libraries take
time to build. Crystal has rich pool of germplasm and hybrid pipeline: 60 applications for Plant Variety Protection
(PVP) in pearl millet and sorghum were submitted; 11 of them were approved, while the remaining 23 are currently
being reviewed by authorities. In order to further improve the necessary characteristics, the company purchased
new breeding lines from ICRISAT. High quality germplasm libraries take time to build and competitors like
Crystal Crop excel in having built and excellent high quality germplasm library over decades.
253Indian Seed Industry
India is positioned as a major global market and a developing hub for seed industry thanks to the country's sizable
rapidly expanding seed industry. The industry focuses primarily on raising agricultural productivity, guaranteeing
food security, and enhancing exports, and it is propelled by government regulations, the adoption of new
technologies, and the move towards high-yielding hybrid varieties. The adoption of better seed technology,
research and development expenditures, and farmers' growing awareness of advantages like insect resistance and
FY2019 FY2025E
USD 1.65 Bn
42.3%
USD
1.35 BN USD USD USD USD 2.25 Bn
43% 3.1 Bn 1.75 BN 3.9 Bn 57.7%
57%
Organized Market Unorganized Market Organized Market Unorganized Market
increased yields are important drivers.
The Indian seed market is estimated at USD 3.9 billion in FY2024–2025 and it is increasing at a compound annual
growth rate (CAGR) of 7.4% from 2025–2030. By 2030F, it is anticipated to reach a value of USD 5.6 billion. It
includes hybrid, OPV and GMO seeds. The market for seeds is increasing as a result of the increased demand for
food, animal feed, and biofuels.
Exhibit 58: India seed market, USD billions
USD Billions
5.6
3.9
3.1
FY2019 FY2025E FY2030F
Source: Frost & Sullivan
A key factor in creating a foundation for this seed industry has been the active involvement of the public and
private sectors. Private sectors players such as Mahyco, Rasi Seeds, Kaveri seeds, Crystal Crop, Advanta,
Seedworks, etc play critical role. Crystal crop is one of the leading companies in Seeds sector in India which has
been consistent with strategic acquisitions of strong brands and businesses from leading MNCs which have given
access to their customer base and increased market share. Crystal Crop operates across all strategic crops in Indian
markets namely cotton, pearl millets, mustard, sorghum, fodder crops, rice, maize, wheat, vegetables and flowers
giving it a diverse base across the country. They have several industry collaborations:
• With Bayer for Bollgard II, a sub-licensing agreement for cotton. The core objective being driven to
strengthen cotton seed portfolio with insect resistance hybrid
• With BASF with a commercial agreement for Clearfield to enable a non-GMO herbicide tolerant mustard
hybrids
• With Tritomic (Netherlands) to develop next gen mustard hybrids.
Market Segmentation of Indian Seed Industry
With well-known seed production companies and government agencies, the organized seed market in India
accounts for over 58% of the total market in 2025. International corporations like Bayer, BASF, Corteva, and
Advanta Seeds are part of the organized sector, as are Indian businesses like Crystal Crop, Mahyco, Seedworks,
Rasi Seeds, Kaveri, VNR seeds and many others. Almost all sell both vegetable and field crops and have a fairly
broad product variety.
254There are several local, regional, and small businesses functioning in the seed market, making the unorganized
sector extremely fragmented. In India, farmers frequently preserve and trade their own seeds instead of buying
from official seed firms, a practice known as the "unorganised" seed market. This practice is in contrast to the
expanding organized seed market, which is seeing a trend toward hybrid and high-yielding varieties as well as
increased private sector engagement.
Exhibit 59: India Seed market segmentation in 2018, 2024 & 2030F, By value (USD Billion)
FY2030F
USD 2.31Bn
41.50%
USD
5.6 Bn USD 3.25Bn
58.50%
Organized Market Unorganized Market
Source: Frost & Sullivan Analysis
Exhibit 60: Indian Seed Market Segmentation - Region wise, FY2025
East
10%
North
37%
South
USD2.3 Bn
18%
(Organized
Market)
West
35%
Source: Frost & Sullivan, Primary Inputs
Staple crops like wheat & rice make up to 22-23% by value followed by Cotton at 19.3% of the organized seed
market. Vegetable seed dominates the market in terms of value, contributing ~29% of the organized seed market.
Need for intensive research and development (R&D) for hybrid vegetable seeds, the labor-intensive and
specialized processes involved in seed production, seasonal weather and pest challenges and the perishable nature
of seeds that require careful storage makes vegetable seeds dearer.
Exhibit 61: India Seed Market Segmentation - By Crops- Value & Volume, FY2025
Pearl Millet Mustard Others Sorghum Pearl Millet Mustard
1.5% 4.0% 1.1% Wheat 3.2% 1.7% 1.3% Others
9.4% Vegetables- 2.2%
0.3%
Sorghum Rice
Cotton
1.4% 13.3%
2.2%
USD2.3 Bn ~935 KT
Maize Wheat
(Organized (Organized
16.9% 48.1%
Market) Market)
Vegetables
Maize
29.1%
21.0%
Cotton Rice
19.0% 24.1%
Source: Frost & Sullivan Analysis, Primary Inputs
255In volume terms, wheat & rice contribute ~72% of organized seed market. India's rural economy, food security,
and farmer livelihoods all depend on wheat and rice crop, with high-quality seeds being essential for increasing
yields and guaranteeing sustainable farming methods. The significance of these staple crops goes beyond their
function in the broader economy, as they give farmers financial stability and help India become a major producer
of these vital crops.
Key Crops, brands & players in Indian Seed Industry
Cotton
Due to their excellent yields and resistance to pests, Bt (Bollgard) cotton seeds are the most widely used types of
cotton seed in India. Transgenic (Bt) hybrids are preferred because they are genetically altered to withstand
bollworms and other pests, reducing crop losses and farmers' production expenses.
India is one of the largest producers of cotton in world. India's cotton acreage for the 2024-25 crop year saw a
decline to 112.94 lakh hectares compared to the 123.70 lakh hectares planted in 2023-24, a drop of about
8.7%. The main cause of decreased acreage is the widespread pink bollworm infestation, which has become
resistant to Bt cotton. The top cotton-sowing states for 2024-25 were Maharashtra (39.63 lakh ha), Gujarat (23.72
lakh ha), and Telangana (18.11 lakh ha).
The Indian seed market sold 4.4 - 4.5 crore packets of cotton seed in 2025. In 2021, the Indian cotton market was
valued ~ INR 35,000- INR 35,500 million. By 2030F, it is projected that the market will have grown from INR
36,000-36,800 Mn in 2025E to ₹ 44,000-45,000 Mn. Between 2025 and 2030F, the Indian cotton market is
anticipated to expand at a CAGR of 4-4.5%.
Segmentation of the market is done based on the maturity duration as following:
Segment Maturity Duration Industry size
Early Maturity <140- 150 days 25-30%
Medium Maturity 150-170 days 40-45%
Late Maturity 170- 180+ days 20-25%
The High-Density Planting System (HDPS), which involves planting plants at higher densities to maximize crop
standability and output, has an attractive market opportunity in cotton in India. The availability of early maturing
compact varieties (less than 150 days) with synchronous boll bursting is essential to the HDPS system's success
because harvesting is done manually. Companies are spending money on research into these kinds of varieties,
which should propel volume growth in India. Due to market disruptions and uncertainty brought on by the
unauthorized distribution of HTBT seeds, the cotton segment faced challenges. The illegal spread of herbicide-
tolerant BT (HTBT) cotton, which has not received regulatory authorities' approval, is one of the structural issues
the cotton sector is still facing. Farmers are drawn to HTBT because it is convenient and lowers weeding expenses,
however uncontrolled seed distribution of these seeds has significant concerns, such as contaminating the
environment, losing trait purity, and undermining confidence in accredited seed systems.
Despite of the challenges, companies such as Crystal Crop, Rasi seeds, Mahyco, Nuziveedu seeds, Nath Bio gene
are investing in the next generation cotton seeds which have increased yields, improved resistance to pests
(especially pink bollworm and sucking pests), and adaptability in a range of agroclimatic zones.
256Exhibit 62: Market shares of prominent players in Cotton segment, FY2025
Rasi Seeds
24.9%
Others
35.4%
20,205
MT
Kaveri Seeds
Bioseed 9.0%
1.6%
Bayer Seedworks
1.9% 6.40%
Crystal Crop Ajeet Seed Mahyco Nuziveedu Seed
4.2% 4.5% 5.8% 6.2%
Note: Above market shares are based on volume trends
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
Some of the major companies in cotton seed market are Rasi seeds, Kaveri Seeds, Crystal Crop, Mahyco, Ankur
seeds, SeedWorks, Nuziveedu Seeds and Ajeet seeds. Crystal Crop has 19+ varieties in cotton in different
segments from medium maturity to late maturity, uniform big boll size & good crop appeal. Since 2021, 9 varieties
of Crystal Crop’s cotton seed have been notified in both segments of rainfed and irrigated.
Paddy
Paddy is significant crop in India and a major part of the country's agriculture and diet. In FY 2024–25, the area
for paddy cultivation in India was 514.23 lakh hectares, producing 1,490.74 Lakh Tons. Uttar Pradesh with the
largest area at 74.25 lakh hectares, contributing 14.44% to total production followed by West Bengal with 55.9
lakh hectares (10.87%) & Telangana with 48.09 lakh hectares (9.35%). Paddy continues to be a resilient crop with
hybrid paddy’s stable demand, improved margins led by value-rich offerings.
The market for rice seeds is slightly hybridized, with open-pollinated and research types continuing to rule the
market. In India, the OPV rice market has moved from farm-saved or bulk seeds to high-quality packed seeds and
seed treatment products. Research rice, also known as OPV rice, still dominates the Indian rice seed market and
makes up 85–90% of the country's total rice market volume.
In 2021, the Indian hybrid rice seed market was valued ~ INR 12,000 - INR 13,500 million. According to
estimates, the segment will be worth INR 14,700–15,600 million in 2025E and will grow at a compound annual
growth rate (CAGR) of 7–7.4% to reach INR 20,500–21,000 million in 2030. Approximately 8–10% of rice is
currently hybridized, with an estimated 4-4.3 million hectares under hybrid cultivation.
Companies are investing in R&D in early maturity and disease resistance varieties along with improved
productivity and climate resilience goals. New hybrid rice traits in India focus on enhancing yield, improving
stress tolerance (drought, salinity, temperature), and increasing disease & pest resistance such as Brown Plant
Hopper (BPH) and diseases like Bacterial Leaf Blight (BLB)
The seed segment for hybrid rice in Indian seed market are basis days of maturity and grain type as following:
Segment Maturity Duration, days Industry size
EM- Early Maturity 90-105 12-15%
ME- Medium Early Maturity 110-125 33-40%
MM- Medium Maturity 125-140 40-43%
LM- Long/Late/Full Maturity 140+ 5-8%
In terms of volume, 58,000–60,000 tons of hybrid rice seeds are anticipated to be sold in India in 2025. For hybrid
paddy, the medium maturity sector makes up 40–43% of the market, the medium early segment 33–40%, the early
maturity segment 12–15%, and the late maturity section 5–8%.
257In the hybrid rice market, Bayer leads with its "Arize" brand having 14+ distinct Arize varieties, which yield 20–
35% higher than standard kinds, are sold by Bayer in India. Bacterial leaf blight (BLB) is naturally avoided by
six of these Arize cultivars. In the hybrid rice market, other noteworthy players include Tata Rallis-Dhanya,
Advanta, Syngenta, Mahyco, VNR Seeds, Corteva-Pioneer Seeds, and Kaveri Seeds.
Crystal Crop has hybrid paddy products in early, medium maturity segments with suitability across India.
Exhibit 63: Market shares of prominent players in Hybrid Rice segment, FY2025
Crystal Crop Others
1.2% 14.7% Bayer
21.3%
Mahyco
2.6%
Savannah
3.5%
Syngenta
60,000 MT
4.8%
Corteva-Pioneer
Advanta Seeds 15.3%
4.8%
VNR Seeds
6.2%
Kaveri Seeds
11.4%
Tata Rallis India
Seedworks
6.9%
7.3%
Note: Above market shares are based on volume trends
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
Wheat
The size of the Indian wheat seed market is significant due to the nation's prominence as a major producer of
wheat and the increasing emphasis on creating high-nutrient, climate-resilient seed varieties to improve food
security. Alongside a surge in consumer demand for high-protein wheat products, key trends include increased
research and development in biotechnology and advanced farming practices for drought and disease tolerance.
Wheat seeds are distributed through a variety of channels by a number of participants in the market, including
cooperatives, private seed companies, and government organizations.
In 2024-25, wheat was cultivated on 327.61 Lakh Ha in rabi season In India. Uttar Pradesh (29.30%), Punjab
(23.68%) and Rajasthan (10.68%) are top 3 states with highest acreage for wheat.
The Indian market for wheat seeds is majorly research and open-pollinated seeds. Hybridization is very minimal
or nonexistent. Shriram Bioseeds is a major player in the Indian wheat seed market, offering cultivars like
Annapurna, Vasudha, and Ganga gold. Among the other companies in the wheat seed industry are Crystal Crop,
Mahyco, Ankur, Ajit, Eagle, and JK Agri.
Exhibit 64: Market shares of prominent players in Wheat segment, FY2025
Shriram Bioseeds
4,50,000 60.0%
Others
40.0%
Note: Above market shares are based on volume trends
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
258Maize
For the Indian seed industry, maize seed is crucial as it supports industrial uses including the manufacturing of
starch and biofuels, as well as food security and a burgeoning animal sector. Producing and distributing high-
yielding maize hybrid seeds is the industry's major priority in order to fulfill rising demand, boost productivity,
and support India's long-term feed, fuel, and industrial security goals. With its excellent yields (MSP
~₹2,400/quintal for 2025–26), reduced water requirements, and government support, maize has grown in
popularity among farmers.
In FY 2024-25, maize was cultivated on 120.17 lakh Ha in India. Madhya Pradesh has the highest cultivated maize
acreages with 23.14 lakh ha (19.25%) followed by Karnataka (19.02 lakh Ha ~15.83%) & Maharashtra (16.97
lakh ha ~14.12%). By 2027, the state of Uttar Pradesh wants to double its maize output.
The crop can be grown year-round in a variety of agro-ecological zones and allows for several harvests in
numerous states. India used to import maize, but because to developments in hybrid varieties and farming
methods, it now exports grain, seed, and value-added goods like sweet corn and baby corn.
Maize is a crucial feedstock since the government's biofuel program seeks to raise the amount of ethanol blended
into petrol, with a target of 20% by FY 2025–2026 and 30% by 2030. It is anticipated that this project will increase
the demand for maize by an additional 18–20 million tons, promoting environmental sustainability and energy
security.
The market for hybrid maize is estimated to be ~ INR 40,290-41,000 in FY 2025 and is estimated to grow at
CAGR 5-5.5% till FY 2030. The leading companies in the Indian corn seed market are Bayers, Syngenta, Corteva-
Pioneer seeds, and Advanta. Indian farmers greatly trust the more than 25 high-yielding hybrid corn seed products
in Bayer's Dekalb (DKC) brand line. With a primary concentration in central and southern India, Syngenta's corn
hybrids (NK, S brand) have propelled them to the top of the markets in Karnataka, Andhra, Maharashtra, MP,
Rajasthan, and Tamil Nadu. Advanta offers corn varieties with high shelling %ages, tip fills, wilt resistance, and
lodging tolerance under the PAC and ADV brands. Crystal Crop has 13+ varieties in different segments from with
wider adaptability, high tolerance to stalk rot & foliar disease, late maturity and orange to yellow and white grain
colour.
Exhibit 65: Market shares of prominent players in Maize segment, FY2025
Corteva
Others 20%
35%
Maize
Bayer
17%
Crystal Crop
1.2%
Advanta Syngenta
12% 15%
Note: Above market shares are based on volume trends
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
Pearl Millet
India's pearl millet seed market is primarily distinguished by its significant production—Rajasthan leading the
cultivation —and the extensive use of hybrid seeds, which have significantly raised crop yields. Its’ often called
bajra in India. The crop's drought resistance and nutritional significance are what drives the market. Besides being
used as food and animal feed, it is further used in alcohol, fuel, and food processing. The All India Coordinated
Research Project on Pearl Millet (AICRP-PM) is a unique research project in India that aims to improve the crop.
With distribution networks extending from distributors to retailers, private seed companies and public research
organizations such as the ICAR-AICRP on Pearl Millet are important participants. Almost 60% of the entire pearl
millet area is under hybrids.
259In FY 2025, pearl millet was cultivated on 72.10 Lakh Ha. Rajasthan (43.53 Lakh ha- 60.37%), Uttar Pradesh
(8.29 Lakh ha -11.48%) & Haryana (5.74 Lakh ha - 7.96%) are the major pearl millet producing states. Gujarat,
Maharashtra, Madhya Preash and Karnataka also cultivate pearl millet.
The pearl millet market in India was valued at approximately INR 2,700-2,900 million in 2021 and is projected
to increase at a compound annual growth rate (CAGR) of 6-6.5% from INR 3,860-4,200 million in 2025E to
2030F, reaching INR 5,500-6,200 million. Among the desired characteristics of the pearl millet crop are its long
and compact earhead, medium bold grain in an appealing color, and high tillering.
The seed industry has benefited greatly from private companies' efforts in hybrid pearl millet research and
development.
Exhibit 66: Market shares of prominent players in Pearl Millet segments, FY2025
Others
28.9% Corteva-Pioneer
37.0%
16,000
MT
Seedworks
4.9%
Tata Rallis Crystal Crop
8.6% 20.6%
Note: Above market shares are based on volume trends
Source: Primary Stakeholders, Frost & Sullivan Research and Analysis
Pearl millet seed is offered by players such as Corteva- Pioneer seeds, Crystal Crop, Tata Rallis- Dhanya,
SeedWorks, Kaveri seeds, Nath seeds and Mahyco.
Crystal Crop is amongst the top three players in pearl millet market in Indian seed industry in 2024-25 with market
share of 20.6%. Crystal Crop has the strong R&D program for pearl millet that goes back to decades. “Proagro”
is the brand that resonates with farmers across India. Compact cylindrical- long panicles, excellent grain & fodder
yields, lodging tolerance & wider adaptability are some of the features of Proagro hybrids. Total of 6 varieties of
Crystal Crop’s pearl millet seed have been notified in segments of late kharif, summer and early.
Mustard
Mustard, also known as rapeseed is cultivated majorly in Rabi season. India's market for hybrid mustard seeds is
growing due to government programs like the National Food Security Mission-Oilseeds (NFSM-OS), which
encourage high-yielding hybrid varieties.
In FY 2024–25, mustard acreage in India were 86.29 lakh Ha. In India, Rajasthan is the largest cultivator of
mustard, making up an estimated 40.48% of the total (34.93 lakh Ha). Other major states include Uttar Pradesh
(13.74 lakh Ha- 15.92%), Madhya Pradesh (10.89 lakh Ha -12.62%) and Haryana ( 6.41 lakh Ha- 7.43%).
India's mustard seed business is focused on both hybrid and research. In 2025, the research mustard market is
expected to be worth INR 750–850 million. It is projected to grow at a CAGR 4-4.5% rate until 2030, when it is
expected to reach INR 970–1,200 million. The market for hybrid mustard was valued between INR 5,000 and
INR 5,600 million in 2021. It is estimated to increase to about INR 7,000 million in 2025E, and it is anticipated
that this amount will increase at a CAGR of 6% until 2030F, when it will reach INR 9,700–9,800 million.
Segmentation for hybrid mustard is as follows: -
Segment Maturity Duration, days
EM- Early Maturity <100
ME- Medium Early Maturity 100-120
MM- Medium Maturity 120-130
260Exhibit 67: Market shares of prominent players in Mustard segments, FY2025
Others
19%
Crystal Crop Pioneer
6.3% 10,000MT 65%
Advanta
10%
Note: Above market shares are based on volume trends
Source: Primary Stakeholders, Frost & Sullivan Research and Analysis
With a market share of roughly 60–65%, Corteva-Pioneer seeds dominate the market. Crystal Crop is amongst
the top three players in mustard market in Indian seed industry in 2024-25 with market share of 6.3%. Hytech
Seeds, Mahyco, and Shriram Bioseed are other major players. In addition to bold grains with a high oil content
and varying maturity periods, companies now provide mustard products that are resistant to stem rot and white
rust. Total of 5 varieties of Crystal Crop’s mustard seed have been notified in medium and early maturity segment.
Vegetables
The market for vegetable seeds is anticipated to grow at CAGR 9–10% from 2025 to 2030, from INR INR 55,000-
57,000 million to INR 98,000–99,000 million. This growth would be fueled by increasing hybrid adoption,
changing consumer preferences, and growing consumer demand.
In 2018, the market was worth approximately INR 47,500 million. India's vegetable seed market is extremely
competitive, with several companies dominating several crop categories and the presence of unorganized
businesses. Vegetables are more hybridized than the markets for cereals and oilseeds.
Exhibit 68: Market shares of prominent players in Vegetable segment, FY2025
Vegetable Market size in 2025E Key players along with Market
Hybridization
category (Tons) shares
Advanta ~25%
Okra
Bayer 19-20%
2,000 >80%
Rasi 5-6%
Chilli Mahyco
Seminis
135-145 >80%
Syngenta
HM Clause
Cauliflower
Syngenta, Seminis and Advanta
60 ~50-60%
occupy ~50% of the market share
Brinjal Mahyco, Ankur, Seminis, and VNR
60-65 ~60% seeds collectively hold 50% market
share
Syngenta (Sahoo variety)
Tomato
Bayer
80-90 >80%
Namdhari
Indo- American
Gourds*
(Bottle Gourd, Bottle gourd - Mayhco, East west,
Bitter Gourd, and VNR seeds.
Ridge Gourd, Bitter gourd - East West, VNR
425 >90%
cucumber) Seeds, HM Clause and Rasi Seeds
Cucumber - East West and Rasi
Seeds
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
261Marigold Flower Seed Market in India
Marigold is a commercially and medicinally significant crop that is widely grown for industrial, pharmacological,
and ornamental uses. Marigold has strong antioxidants, anti-inflammatory, antibacterial, anticancer, and healing
properties. It is rich in carotenoids, flavonoids, terpenoids, phenolic acids, and essential oils.Over 200,000 hectares
of marigold cultivation occurs worldwide, with India, China, Ethiopia, Kenya and Mexico, making significant
contributions to the phytopharmaceutical and floriculture industries.
With 255 thousand hectares devoted to the crop, expected yearly production of marigold flower is 1,754 thousand
metric tons in 2024. India alone produces majority of the world's marigold, mostly in states of like Karnataka,
Tamil Nadu, Andhra Pradesh, West Bengal, and Uttar Pradesh.
The seed market for marigold cut flowers ranges between 4000- 4500 Kgs. Out of this, about 40-45% seeds are
produced in India, and the rest are imported. Thailand is the major supplier of marigold seed to India. The seed
market for marigold flowers is expanding at a rate of between 5% - 7% annually. Some of the major players in
marigold seed market are Crystal Crop(I&B seeds), Syngenta, East west seeds, Hyveg, Ashoka seeds & Sakata
seeds. Crystal Crop acquired I&B seeds to strengthen its marigold product portfolio. I&B seeds has the market
share of 25%–30% of marigold seed market basis sales during the previous three years.
Seed -Replacement rate in India
Seed Replacement Rate (SRR) refers to the %age of the total sown area of a particular crop that is cultivated using
certified or quality seeds, rather than farm-saved seeds. It is the key indicator of farmers' adoption of high-quality
seeds in India's agricultural landscape. Increasing crop output, guaranteeing food security, and encouraging
sustainable farming methods all depend on improving SRR.
In order to encourage the use of high-quality seeds, the Indian Department of Agriculture and Farmers Welfare
strives to increase the Seed Replacement Rate (SRR) through programs like the Sub Mission on Seed and Planting
Material (SMSP). The government wants to increase the SRR for important commodities including oilseeds,
pulses, and paddy in order to boost farmer income, increase agricultural productivity, and meet national food
security targets. With the general goal of increasing the use of certified seeds rather than farm-saved seeds, the
government has set target SRRs for several crop kinds. The prescribed norms of Seed Replacement Rate are 33%
for self-pollinated crops, 50% for cross-pollinated crops, and 100% for hybrids.
Private companies play a pivot role in making new hybrids available for increasing the seed replacement rate in
country. Companies have invested in research programs for crops such as paddy, pearl millet, cotton, maize and
so on. Crystal Crop has strong R&D capabilities with 6.74 % (of seed revenue) investment in seed R&D in FY
2025, showcasing the strong commitment to R&D. Over the years, Crystal Crop has grown the investment in seed
R&D at a CAGR of 24.14% from FY 2023 (INR 205.07 million) to FY 2025 (INR 315.97 million).Crystal Crop
is also engaged in the R&D of open-pollinated variety seeds for wheat, rice and mustard. It is the only Indian
company which has technologically and commercially collaborated with BASF for R&D on mustard seed. There
are 14 Breeding locations for Crystal Crop R&D in field Crops. Some of the new research/breeding technologies
used by Crystal Crop:-
i) Bollgard II® in Cotton (Genetically modified) from Bayer Crop Science for protection of the crop
from bollworms
ii) Clearfield® technology (Non-genetically modified) in Mustard for herbicide resistance to
Imidazolinone
iii) Collaborative funded project on enhancement of Oil content by 3-5% in Mustard using FIND-IT
technology of Traitomic.
Collaboration By Crystal Crop in Seed Industry
Over the years, Crystal Crop has established itself as a progressive force in the Indian seed industry, actively
engaging in strategic collaborations and technology partnerships to drive innovation and sustainable growth. The
company has signed several key agreements aimed at enhancing crop performance, farmer profitability, and
industry advancement.
262Crystal Crop entered into a sub-license agreement to utilize the Bollgard II® insect resistance trait in its cotton
hybrids, a technology that has been instrumental in strengthening its cotton seed portfolio. In addition, Crystal
Crop signed a commercial agreement with BASF to integrate the Clearfield® non-GM herbicide resistance trait
into its mustard hybrids, reinforcing its commitment to offering innovative yet sustainable solutions. More
recently, Crystal Crop inked a partnership with Triatomic,(Netherlands) for technological and commercial
collaboration on advanced trait development in mustard; this pioneering project, currently under progress, holds
the potential to redefine Indian mustard cultivation and is expected to reach commercialization within the next
two years.
Expanding its footprint beyond field crops, Crystal Crop (I&B Seeds) is also making strides in the vegetables and
flowers segment. In collaboration with the World Vegetable Centre and member companies of the Asia and Pacific
Seed Association (APSA), the company is engaged in two special research programs: Okra Breeding (for
developing hybrids resistant to Yellow Vein Mosaic Virus and Enation Leaf Curl Virus) and Luffa Breeding (for
developing improved lines and hybrids). These initiatives reflect Crystal Crop’s forward-looking approach to
strengthening research-led innovation and contributing meaningfully to the evolution of Indian agriculture.
Supply chain of seed industry in India
Research and development is the first step in India's seed industry supply chain, which results in the development
of foundation and breeder seeds by a number of public and private companies. Contract farmers or seed companies
then multiply these seeds. The seeds are transported to processing facilities for grading, cleaning, quality control,
and packaging after harvest. Farmers receive the packaged seeds via a multi-tiered network of distributors and
retailers. Through departmental stores and agricultural cooperatives, the government contributes to the distribution
of subsidized seeds.
Exhibit 69: Public sector seed supply chain in India
Source: Frost & Sullivan
State Seed Corporation are engaged in the production and distribution of seeds. The National Seed Corporation
(NSC) uses contract farming and its own marketing network to produce varieties of national significance.
Universities and research organizations that produce new varieties are part of the National Agricultural Research
Education and Extension System (NARES). Seeds are distributed by cooperatives and state departments of
agriculture, frequently with subsidies
263Exhibit 70: Private sector seed supply chain in India
Source: Frost & Sullivan
Indian as well as multinational companies contribute significantly to the production and distribution of premium
seeds for different crops. Companies like Crystal Crop, Mahyco, Seedworks, Advanta, Kaveri seeds invest a
significant portion of their revenue towards R&D for new crops. Post development of good varieties, the breeder
seeds are given to selected growers so they can multiply them. The quality of seeds is crucial to produce food;
hence growers play a significant role in India's seed value chain.
After buying them from growers, the seeds undergo further processing and packaging before being sold to farmers.
Cleaning, grading, sorting, and chemically treating seeds for improved outcomes are all parts of seed processing.
At every step of the process, quality assurance is taken care of.
End users, or farmers, purchase seeds through a variety of channels, including online and physical ones.
Middlemen like distributors and retailers are examples of offline channels, and they are very common in the Indian
seed market. Additionally, several online e-commerce platforms were created especially for agricultural inputs.
Key Trends and factors driving the market growth.
Trends
Shift towards hybrid varieties- Farmers are leaning towards using hybrid seeds for better growth in various
climates and higher yields per acre. These seeds are intended to reduce crop losses by more efficiently fending off
diseases and pests. Farmers can benefit from better income by using hybrid seeds since they are more reliable.
The size, color, and flavor of crops cultivated from hybrid seeds are more consistent. Also, hybrid seeds have
quicker harvesting times giving farmers ample time to plan for next crop.
Moreover, high-yield hybrid seeds are essential for food security because of the increased demand for food
brought on by India's growing population. Every year, the seed industry improves hybrids even more, which is
probably going to continue because of the advantages they provide.
Use of modern Technology - Biotechnology, precision farming, and digital tools are examples of modern
technologies used in India's seed sector to enhance seed quality, production, and sustainability. Using gene editing
and breeding to create pest- and climate-resistant varieties are important breakthroughs. From production to
farmer access, digital solutions like blockchain, AI, drones, and QR codes improve efficiency, traceability, and
monitoring across the whole seed value chain. Scientists are developing seeds that are appropriate for the local
soil and climatic conditions by using new breeding techniques like genetic selection and molecular markers, which
promote superior seed types. As a result, seeds are also getting more resilient to harsh weather and pests, which
means there are fewer crop failures and more food produced through same acreages.
264Demand for special traits- Increased yield, climate resilience, and improved nutritional content are the main
factors driving demand for crop traits in India, especially for value-added agricultural products like millets and
high-value vegetables as well as staple crops like rice and wheat. Interest in new developments like gene editing
is fueled by the high demand for biofortified grains to fight malnutrition and for features that increase insect
resistance and climate change tolerance. Additionally, characteristics for organic agriculture and certain market
needs—such those for food processing or textile industries (like cotton)—are also becoming increasingly
significant.
Growth Drivers
Growing Food need: The need for a variety of foods, grains, fruits, and vegetables is fueled by a big and
increasing population as well as rising wages. This calls for improved seeds to increase crop yields.
Technological Developments: The development of disease-resistant, climate-resilient, and high-yielding seed
types is being accelerated by developments in biotechnology, genomics, marker-assisted selection, and gene
editing.
Government Assistance: Growth is made possible by favorable government initiatives and policies, such as those
that fund research and development, increase the rate at which seeds are replaced, and encourage the production
of high-quality seeds.
Adoption of Hybrid Seeds: Farmers are increasingly using hybrid seeds due to their high production, adaptability,
and stress resistance, which has greatly aided in the growth of the industry.
Export Potential: India can increase its share of the global seed market by exporting high-yielding seeds to other
Asian and African nations thanks to its advantageous location and variety of agroclimatic zones.
Public-Private Sector Cooperation: Proactive cooperation between private companies and public research
organizations promotes advancement in seed breeding and aids in tackling the issues of food security and climate
change.
Along with above drivers, increasing bio-fuel blending will also increase the demand for crops required for bio-
fuel production such as sugarcane, corn, and rice.
Regulatory status of pending biotech/GM crop projects in India
Currently, India only allows the commercial production of Bt cotton. However, a number of other genetically
modified crop projects, including GM mustard and GM brinjal, have been approved for environmental release but
are hampered by public opposition, legal challenges, and judicial reviews. Additionally, some genetically modified
foods and animal feed ingredients made from corn and soy are permitted to be imported into India. To promote
research, genome-edited crops are now free from strict GM agricultural rules.
The main regulatory body responsible for approving genetically modified crops is the Genetic Engineering
Appraisal Committee (GEAC), while the Food Safety and Standards Authority of India (FSSAI) oversees
imported food items.
Crop Status
Bt Cotton Biotech- Derived crop approved for commercial cultivation
Bt Brinjal Moratorium was placed on its introduction in 2010 due to public opposition
Cleared by the GEAC for environmental release in 2022, but its commercialization is under
GM Mustard
judicial review
India does not permit the commercial cultivation or import of GM maize for food and feed
GM Maize
purposes
Import of GM soybean oil and soymeal for animal feed is permitted but import of GM soybean
GM Soyabean
seeds and other GM food/feed products is prohibited
265Key threats and challenges to Indian seeds market
Unpredictable climate change:
Heat waves, droughts, floods, and other extreme weather phenomena are becoming more frequent and provide a
serious risk to seed production.
Elevated temperatures can alter seed size and vigor, interfere with crop phenology, and lower germination rates.
As a result of changing climates, crops may be distributed differently geographically and new insect pests and
diseases may emerge, endangering seed health and requiring additional pest control.
Policy & Regulatory Challenges:
The planned Seed Bill of 2019 has been stalled for years, and the current Seeds Act of 1966 is seen as outdated.
This delays the introduction of new, improved seed varieties and produces regulatory ambiguity.
New seed varieties must pass a regulatory process that varies from state to state and is frequently drawn out and
complicated. Thos affects small & medium scale business
Presence of Counterfeit seeds in Market:
Widespread availability of counterfeit seeds is a serious risk, particularly during times when demand is high. This
degrades the quality of the seed, harms the reputation of reliable seed manufacturers, and may cause farmers to
experience crop failure.
Overuse of farm-saved or uncertified seeds:
A lot of farmers still use these seeds, which can result in inferior quality, lower yields, and increased vulnerability
to pests and illnesses.
Overview of the Indian Farm Equipment Market (Sprayers and Harvesters)
Mechanisation in Indian farming for several years was synonymous with tractorisation. While tractors still
dominate, the ecosystem is now expanding to include a broader range of equipment which include sprayers,
harvesters, planters, and precision tools. Driven by shifts in landholding structure, labour availability, and
technology. The result is an industry that is gradually moving from scale-led growth to efficiency-led
modernisation.
More than four out of five Indian farmers operate on less than four hectares of land. About 30% cultivate plots
smaller than one hectare, while 55% manage between one and four hectares. Only 15% of farmers have holdings
above four hectares, and a mere 2% own more than ten
266Exhibit 71: Farm Holding Structure in India
Source: Central Food Grains Procurement Portal, PIB & Frost & Suliivan Analysis
The most decisive factor accelerating mechanisation today is labour availability. Rural labour shortages, once
confined to certain regions, are now widespread due to large-scale migration toward non-farm employment.
Younger workers increasingly prefer construction and services over agricultural labour, citing lower physical
drudgery and more predictable wages. For farmers, this has created recurring stress during key agricultural
operations, especially transplanting, weeding, and harvesting where timeliness is crucial. A missed window can
reduce yield or force costly re-sowing. As a result, the cost of agricultural labour has risen sharply, outpacing
growth in farmgate prices. In several states, the daily wage for farm labour has more than doubled in the past
decade, while real productivity gains remain modest. Mechanisation thus becomes a form of risk management
ensuring tasks are completed on time, with predictable quality and lower dependency on seasonal labour
availability.
Smaller machines such as power weeders, mini-harvesters, and low-cost sprayers have become increasingly
important for bridging this gap. Unlike tractors, which primarily address land preparation, these implements
directly substitute labour in repetitive, time-sensitive operations.
Exhibit 72: Branded Agriculture Sprayers and Harvesters Market in India ( In INR Billion)
72.52
39.31
22.08
FY20 FY25 FY30
Source: Secondary Sources, 58th report research and development in farm mechanization for small and marginal farmers in the country- ,
Frost & Suliivan Analysis
Sprayers and Harvestors form a market valued at ₹220.9 billion in FY20, expected to rise to ₹393.1 billion by
FY25 and ₹725.3 billion by FY30 implying a compound annual growth rate of about 13%. The drivers are both
economic and technological. Rising pest incidence, erratic rainfall, and the shift towards higher-value crops such
as horticulture and pulses have increased the need for precise and efficient crop protection. Simultaneously,
smaller, fuel-efficient, and battery-powered sprayers have made mechanised spraying viable for fragmented
holdings. On the harvesting side, the expansion of paddy and maize cultivation in eastern India and the spread of
custom hiring centres have accelerated adoption of small combine harvesters.
267The diffusion of technology is not uniform across crops. Mechanisation is relatively advanced in wheat (69%) and
rice (53%), moderate in maize (46%) and pulses (41%), and limited in oilseeds, cotton, sugarcane, and sorghum,
where mechanisation ranges between 33% and 39%. Activity-wise, seedbed preparation and harvesting are
mechanised in most regions, while sowing, weeding, and crop protection remain under-served. This unevenness
is where the next phase of growth lies.
Exhibit 73: Farm Mechanization Penetration In India by Crops
Wheat 70
Maize 50
Cotton 40
Rice 35
Pulses 35
Sugarcane 35
Oilseed 30
Sorghum 25
Activities with the highest manual intensity and lowest mechanisation- transplanting, weeding, spraying are
precisely where labour shortages are most acute. In these segments, smaller and affordable equipment can make
the largest immediate impact on productivity. This explains the rapid expansion of the sprayer segment, where
mechanised spraying not only substitutes for labour but also reduces input waste and improves precision.
The dominant narrative in India’s mechanisation journey is shifting from ownership to access. With most farmers
unable to justify or finance direct equipment purchase, shared-use models have gained traction. The Sub-Mission
on Agricultural Mechanisation (SMAM) and various state-level initiatives have created more than 37,000 custom
hiring centres and 17,000 farm machinery banks since 2014. These centres enable farmers to rent equipment for
specific tasks and durations, spreading the cost of capital across multiple users.
Operational & Financial Benchmarking
Key Players – Branded Formulation Crop Protection Chemicals Market
• Sumitomo Chemicals: SCIL focuses on importing, licensing and formulating proven global actives such as
fludioxonil and epoxiconazole for the Indian market. It does not run an open CDMO business but maintains
two integrated sites at Roha and Ahmednagar (MH) to locally produce and register these chemistries across
cereals, cotton and horticultural segments
• Bayer Crop Science: Bayer’s India arm delivers end-to-end crop-science: discovering novel molecules
globally, toll-manufacturing select actives at its QPP plant in Ankleshwar (GJ), and marketing premium
herbicides, bio-fungicides and seed treatments under brands like FENDONA and BOUNDARY all supported
by R&D hubs in Bengaluru (KA) and Monheim (DE).
• Rallis India - A subsidiary of Tata Chemicals, Rallis India combines crop-science formulations (under brands
like RALLIGOLD and GEOGREEN) with custom synthesis manufacturing. Its plants in Maharashtra and
Gujarat, support high-volume production of insecticides, herbicides, biofertilizers and specialty polymers, all
backed by a Mumbai R&D centre and a robust B2C distribution network.
• Dhanuka Agirtech: Dhanuka Agritech operates an asset-light, partnership-driven model focused on in-
licensing and formulating herbicides, insecticides and fungicides for major crops such as rice, cotton and
wheat. It boasts over 300 product registrations and a pan-India distribution network, with primary formulation
plants at Noida (UP) and Neemrana (RJ). Recently, it has begun backward-integration at its Dahej (GJ)
technical-grade pesticide facility to secure raw-material supply and expand its in-house actives capability
• Crystal Crop – Crystal Crop participates across the high-value end of the crop-protection market, with its
portfolio aligned to account for 60-66% of the high valued chemistries across insecticides, herbicides and
fungicides. Over more than two decades, under it's portfolio has strong brands with high recalls and
awareness/equity with Indian farmers, supported by it’s product performance, a deep rural presence, and
farmer-centric engagement For example, in the fast paced world of agrochemicals, where most products have
268a lifecycle of just 8 to 10 years, Bavistin has achieved something extraordinary Bavistin which is one of
Crystal’s longest running fungicide brands for over five decades, recorded over 100% awareness among
surveyed grape farmers with usership increasing in Khraif 2025 with over 40% of farmers identifying it as
their preferred brand (Q&Q Research & Insight Findings). A report by the same research organization found
Amora ( launched in FY 22) for Soyabean section herbicide, the brand has currently reached an awareness of
85%. Amora holds a high wallet share among the herbicide segment and is emerging as one of the most
preferred brand. Another brand called Proclaim reported brand awareness of over 100% (Grapes -95%;
Soyabean and Rice – 100%).
The company’s crop protection branded businesses under Crystal and Saffire, have delivered a strong growth
of 18% from FY 2023 to FY 2025, significantly outperforming the industry average of 10–13% over the same
period. The Maharashtra Technical Unit and Gujarat Technical Manufacturing Unit are strategically located
within major industrial estates, close to key agricultural markets. Their proximity to ports and strong industrial
infrastructure makes them ideal for both domestic distribution and export operations, providing a competitive
advantage and supporting long-term business growth.
• Kaveri Seeds-Kaveri seeds today is agriculture company specializing in Hybrid Seeds in key Indian crops.
With more than 1,00,000 production growers on 65,000 acres of land across 12 different agro-climatic zones,
company has a diverse portfolio of seeds catering to key crop segments to enable crops for diverse agro –
climate and soil conditions.
• Advanta Seeds- Advanta – a UPL company - is the global seed company which is at forefront of developing
germplasms tailored to answer the need for climate-smart and high nutrition crop. Company’s sub-brands,
Alta Seeds & Pacific Seeds, along with key partnerships with leading technology companies, make them
powerhouse of innovation, capable of offering seeds of the future to customers worldwide.
• Rasi Seeds- Founded in 1973, Rasi Seeds (P) Ltd. portfolio spans key crops including cotton, maize, paddy,
mustard, wheat, and pearl millet—empowering farmers across the country with reliable, high-yielding seed
varieties.
• Corteva Agriscience- Company has been developing and characterizing hybrid seeds for farmers in India,
while continuing to be one of the nations’ leading suppliers of improved hybrid seeds. Corteva work’s closely
with more than 4 million farmers to get the right product on the right acre to maximize their productivity and
profitability. Pioneer is one of the leading brand in India for maize, mustard and sorghum.
• Mahyco- Founded in 1964, Mahyco is focused on research and development, production, processing, and
marketing of seeds for India's farming fraternity. Mahyco operates processing facilities with a total capacity
of 350 metric tons per day. These processing plants, located at Dhanora (Maharashtra), Kallakal (Telangana),
Nizamabad (Telangana), and Saha (Haryana) are specialized in handling hybrid varieties of cotton, vegetables
and field crops
• Seedworks- Seedworks is the seed research and development company engaged in research, production and
marketing of hybrid seeds for rice, cotton, pearl millet, mustard, vegetables and fruits and open-pollinated
variety (“OPV”) seeds for rice, wheat and mustard. Company has also expanded their footprint in the African
continent and intend to commence commercial operations in Kenya, Malawi, Burkina Faso and Nigeria,
focusing on cotton and vegetable crops.
Multinational corporations such as Bayer, Corteva, and Syngenta continue to dominate the top end of the value
chain through proprietary molecule development, while Indian firms like Crystal Crop, Sumitomo Chemicals,
Dhanuka Agritech, and Rallis India have increasingly differentiated themselves through operational flexibility,
strategic brand acquisitions, and localized product innovation. The product mix across leading companies reveals
that while insecticides remain the largest category by revenue contribution, the market is progressively balancing
with herbicides and fungicides as Indian agriculture mechanizes and shifts toward integrated pest and disease
management.
Unlike global peers that rely heavily on centralised R&D ecosystems, India’s competitive edge lies in homegrown
innovation tailored for its agro-climatic diversity with agro-chemical companies research specific to India’s soil
and plant profile. Some companies who are top innovators in the space with high patent filing are Crystal Crop,
Rallis India, Sumitomo, Bayer, Syngenta and others, with Crystal emerging as one of the domestic leaders in
Innovation in India, who research and develop formulation products which are centric to India’s need based on
269it’s agro-climatic conditions and soil , pests & crop reality profile . The company has one of the highest innovation
turnover rate among domestic and global agrochemical companies operating in India and additionally exhibits a
strong capability in intellectual property creation. The company has filed 28 patents as of CY2025, reflecting its
sustained focus on R&D, out of which 18 patent applications have been examined and granted in India. One of
the successes that has come out of the R&D Labs of Crystal is through Azotrix. Survey of rice farmers showed
that 82% of farmers said that Azotrix provides effective control of rice blast. (Q&Q Research & Insights)
With a combination of R&D and extensive breeding programs, Crystal Crop’s seeds business has created high-
performing brands such as proagro , surpass and mahalaxmi which are trusted by farmers across regions in India.
Over the years, their seeds products have established themselves as a progressive force in the Indian seed industry,
with them, actively engaging in strategic collaborations and technology partnerships to drive innovation and
sustainable growth
In distribution, the sector faces a natural saturation curve. Once a brand achieves deep penetration among
distributors and retailers, incremental market share expansion becomes constrained by channel loyalty rather than
geography. To navigate this, companies have begun segmenting their go-to-market architecture. For example,
Crystal Crop with it’s 12,500-13,500 distributors as of FY 25 follows a unique Go-to-Market (GTM) approach by
operating two independent sales teams and brand portfolios, enabling differentiated engagement across price
segments and rural markets therefore avoiding retail saturation.
Another critical differentiator across the Indian crop protection sector lies in consolidation strategy. With limited
new molecules entering the post-patent pipeline, growth increasingly depends on access to established, trusted
brands. Crystal Crop has been among the most active acquirers in the Indian agrochemical space, having integrated
iconic brands such as Gramoxone (Syngenta), Bavistin (BASF), Dursban and Nurelle D (Dow), and Tilt
(Syngenta), Proclaim (Syngenta), Blue Copper ( Syngenta), Furadan (FMC) into its portfolio. These acquisitions
have not only expanded its presence across insecticides, herbicide and fungicide categories but have also provided
immediate market access through inherited customer equity and distribution channels along with enabling a
company like Crystal build a strong brand equity with Indian farmers, supported by product performance, a deep
rural presence, and farmer-centric engagement . This acquisition-led growth model represents the operational
benchmark within India’s agrochemical ecosystem, where brand transfer and in-licensing of proven actives often
deliver faster market traction than new product launches.
From a supply chain perspective, the industry is also witnessing a quiet reconfiguration. Over 60% of India’s
technical-grade agrochemicals are still imported, making flexibility a strategic imperative rather than a choice.
Crystal Crop stands out as one of the few domestic players with the flexibility to “Make or Import” based on
market dynamics, supported by collaborations across global suppliers and backward integration into intermediates
and formulations. This operational adaptability enables it to manage raw material volatility while sustaining cost
competitiveness a capability that increasingly defines leadership in the Indian agrochemical value chain.
M&A and Collaborations
Consolidation has become one of the defining forces shaping the agrochemicals and seeds industry in India and
overseas. The competitive environment has moved from simple product proliferation to a sharper focus on
technology depth, operational efficiency, and stronger farmer engagement. As a result, companies are pursuing
acquisitions that allow them to build capabilities faster than organic growth would permit.
Across crop protection, firms are using M&A to strengthen three areas: access to technical-grade manufacturing,
expansion of formulation capacity, and the ability to offer differentiated chemistries aligned with changing
regulatory norms. Restrictions on older active ingredients, rising compliance requirements, and tightening export
standards have pushed companies to secure portfolios that are more stable, more targeted, and easier to scale
across markets. Acquiring niche brands and proprietary molecules has also become a way to reduce reliance on
single-crop revenue streams and respond to the rising shift toward herbicides and fungicides.
In the seeds segment, consolidation is driven by the need for superior genetics, climate-ready hybrids, and scale
in research programs that require long development cycles. Companies are buying breeding platforms, regional
leaders, and specific high-performing hybrids to deepen their presence across cotton, maize, rice, and vegetables.
With the government pushing for self-reliance, including missions on high-yielding and climate-resilient seed
varieties, players with strong R&D pipelines and structured product funnels have become attractive acquisition
targets.
270Company Acquiring Brand Acquired/Description of Acquisition
Acquired the brand “Luphos” from Cheminova India Ltd
Acquired the well-known brand “Bavistin” from BASF, Germany
Acquired the (i) lease rights of the land, and the buildings and structures
Constructed thereon; and (ii) assets (plant and machinery, equipment, furniture,
fixtures and other assets in January 2018 from Cytec India (Solvay Group)
Acquired the well-known Brands -Furadan, Splendour, Affinity Force and Metcil
from FMC India Private Limited & its affiliates
Acquired the well-known Brands –Proclaim, Tilt & Blue Copper from Syngenta
Crystal
India & it’s affiliates
Acquired three well-known brands Dursban, Predator and Nurelle D from Dow
Agrisciences (Corteva India)
Acquired famous agrochemical’s Brand "Gramoxone“ from Syngenta
Ethoxysulfuron business from Bayer A.G. including Brand Sunrice in India,
Thailand, Bangladesh and Vietnam ; Technology know-how Patent of
Ethoxysulfuron mixture
Acquired a majority stake in Barrix Agro Sciences operating in businesses such
Sumitomo
as IPM, IPNM, pheromone traps, chromatic sheets
Bayer Merger with Monsanto India
Acquired majority stake in Metahelix Life Sciences for expanding seed and
Rallis India
biotech portfolio
Acquisition of active ingredients, trademarks, marketing & global
commercialization rights for Fungicide actives Iprovalicarb, Triadimenol (and
Melody brand family) from Bayer AG
Dhanuka
Active technical collaboration with Corteva AgriScience, FMC Corporation, Oro
Agri, Arysta Life Science, Hokko Chemical, Mitsui, Nissan Chemical
Corporation, Nippon Soda and OAT Agrio
Syngenta NA
271Operational Benchmarking
Product Portfolio and Revenue Mix for Crop Protection Companies
Companies Product Portfolio Innovation Turnover
Revenue Mix
Insecticide Herbicide Fungicide Index/Rate
Crystal 27 26 14 FY 24: H1FY26: 23.89%
Insecticides: 37% FY 25: 18.03%
Herbicides: 32% FY 24: 16.02%
Fungicide: 24% FY23: 15.45%
Others : 6%
New Product Launched:
FY 25: Crop Protection Brands:
Insecticides: 33% FY 23 :5
Herbicides: 36% FY24 : 5
Fungicide: 25% FY 25: 14
Others : 6% H1FY26: 2
Seeds:
FY 23 :3
FY24 : 6
FY 25: 5
H1FY26: 6
Sumitomo 107 91 32 FY 24:
Insecticides: 42%;
Herbicides: 22%,
Plant Growth Regulators:
9%,
Metal Phosphides: 9%,
Fungicides: 8%
AND & EHD: 10%
FY 25:
Insecticides: 40%.
Herbicides: 21%,
Plant Growth Regulators:
11%,
Metal Phosphides: 9%,
Fungicides : 10%
AND & EHD: 9%
Bayer 21 11 11 Bayer crop sciences
reports its revenue in it’s
272Companies Product Portfolio Innovation Turnover
Revenue Mix
Insecticide Herbicide Fungicide Index/Rate
annual report under one
segment which is
AgriCare
Rallis India 34 18 24 FY 24: FY 25: 14%
Crop Care: 84% FY 24: 16%
Seeds: 16%
FY 23 New Product Launched:
Crop Care: 88% Crop Protection Brands:
Seeds: 12% FY 23 :9
FY 22 FY24 : 13
Crop Care: 87% FY 25: 6
Seeds: 13%
Seeds:
FY 23 :4
FY24 : 6
FY 25: 3
Dhanuka 34 20 20 FY 22: FY 25: 14.93%
Insecticides: 37%; FY 24: 13.29%
Fungicides: 19% FY 23: 12.75%
Herbicides: 32%
Others: 12%
FY 23:
Insecticides: 35%;
Fungicides: 17%
Herbicides: 37%
Others: 11%
FY 24:
Insecticides: 49%;
Fungicides: 19%
Herbicides: 28%
Others: 4%
Q4FY25:
Insecticides: 38%
Fungicides: 13%
Herbicides: 32%
Others: 4%
273Companies Product Portfolio Innovation Turnover
Revenue Mix
Insecticide Herbicide Fungicide Index/Rate
Syngenta 5 5 6 Syngenta reports in global
and not regional
subsidaries
Operational Benchmarking of key seed players in India
Product Portfolio
Cotton Rice/ Paddy Mustard Pearl millet Wheat Vegetables
Companies
OPV/ OPV/ OPV/ OPV/ OPV/
GM Hybrid Hybrid Hybrid Hybrid Hybrid
Research Research Research Research Research
Crystal Crop Protection ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
SeedWorks (US
✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Agriseeds)
Mahyco ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Kaveri Seeds ✓ ✓ ✓ ✓ ✓ ✓ ✓
Nuziveedu Seeds ✓ ✓ ✓ ✓ ✓ ✓ ✓
Rasi Seeds ✓ ✓ ✓ ✓ ✓ ✓ ✓
Advanta Seed ✓ ✓ ✓ ✓
Tata Rallis ✓ ✓ ✓ ✓ ✓
Corteva- India ✓ ✓ ✓
Syngenta- India ✓ ✓ ✓ ✓
Bayer- India ✓ ✓
Crystal Crop Protection ✓ ✓ ✓ ✓ ✓ ✓
Source: Company websites, Secondary research
Company No of Crops No of field crops No of vegetable crops
Crystal Crop Protection (Seed) 26 8 18
Kaveri Seeds 15 9 6
Syngenta 26 2 24
Advanta Seeds 30 7 23
Corteva Agriscience Seeds NA NA NA
Rasi Seeds 7 7 0
Mahyco 22 11 11
Seedworks 21 7 14
Nuziveedu Seeds 15 9 6
Source: Company websites, Secondary research
274Financial Benchmarking
Revenue, INR Million
CAGR,
Company FY23 FY24 FY25 Sep 25
FY 23-25
Crystal Crop 25,132.98 22,299.27 26,905.10 19,780.45 3.47%
Sumitomo 51,397.00 51,062.00 54,734.00 34,680.00 -5.30%
Bayer* 29,670.00 26,484.00 26,629.00 18,180.00 3.20%
Rallis India* 17,002.00 17,585.00 20,351.50 11,265.30 -5.26%
Dhanuka 10,703.55 11,484.00 12,050.00 10,774.35 9.41%
Kaveri Seeds 35,110.00 28,439.00 31,485.00 19,865.94 6.10%
Syngenta* 51,810.00 53,616.00 Not released Not released Not released
Advanta Seeds 36,030.00 42,240.00 46,780.00 Not released 13.95%
Corteva Agriscience 20,406.00 22,196.00 Not released Not released
Not Calculatable
Seeds*
Rasi Seeds 12,525.00 12,297.64 Not released Not released Not Calculatable
Mahyco 16,406.00 16,360.70 Not released Not released Not Calculatable
Seedworks 4,883.07 5,226.88 Not released Not released Not Calculatable
Nuziveedu Seeds 10,964.00 11,243.26 Not released Not released Not Calculatable
Note:* Standalone balance sheet has been considered for these companies. All the financial information / KPIs for listed industry peers
mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and
investor presentation as available of the respective company for the relevant year.
Source: Company annual reports, Tofler, Frost & Sullivan
Crystal Crop Protection is one of fastest-growing Indian seed companies in terms of revenue (CAGR- 24.88%)
between Fiscal 2023 and Fiscal 2025 amongst the companies considered in this report.
Revenue from Sale of Products, INR Million
CAGR,
Company FY23 FY24 FY25 Sep 25
FY 23-25
Crystal Crop
Crops Protection 20,679 18,367 22,010 15,158 3.17%
Seeds 3,013 3,544 4,699 4,205 24.88%
Sumitomo
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Crops Protection
reported reported reported reported reported
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Bayer
Crops Protection 41,118 39,828 42,693 Not released 1.90%
Seeds 6,682 7,659 9,305 Not released 18.01%
Rallis India
Crops Protection 24,144 20,007 19,491 14,110 -10.15%
Seeds 3,395 4,117 4,129 4,060 10.28%
Dhanuka
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Crops Protection
reported reported reported reported reported
No Seed No Seed No Seed No Seed No Seed
Seeds Business Business Business Business Business
Kaveri Seeds
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
Seeds 10,322 11,065 11,612 Not released 6.06%
Syngenta
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Crops Protection
reported reported reported reported reported
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Advanta Seeds
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
275CAGR,
Company FY23 FY24 FY25 Sep 25
FY 23-25
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Corteva Agriscience Seeds
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Rasi Seeds
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Mahyco
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Seedworks
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Nuziveedu Seeds
No CP Business No CP Business No CP Business No CP No CP Business
Crops Protection
Business
Bifurcation not Bifurcation not Bifurcation not Bifurcation not Bifurcation not
Seeds reported reported reported reported reported
Note:* Standalone balance sheet has been considered for these companies.
Source: Company annual reports, Tofler, Frost & Sullivan
Gross Margin, INR Million
Company FY23 FY24 FY25 Sep25
Crystal Crop 6,924.07 6,934.40 9,225.71 7,374.04
Sumitomo 12,403.39 10,688.70 12,896.00 8,029.42
Bayer 23,237.00 21,946.00 20,746.00 12,759.00
Rallis India 10,236.45 10,706.30 10,821.10 7,110.00
Dhanuka 5,847.66 6,863.50 8,160.97 4,442.85
Kaveri Seeds 5,058.17 5,683.89 5,920.10 5,057.46
Syngenta 20,544.00 19,532.00 Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds 20,839.00 20,704.00 Not Reported Not Reported
Rasi Seeds 6,155.00 6,317.00 Not Reported Not Reported
Mahyco 7,148.00 8,162.00 Not Reported Not Reported
Seedworks 2,859.00 3,122.00 Not Reported Not Reported
Nuziveedu Seeds 5,892.00 6,459.00 Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Gross Margin, %
Company FY23 FY24 FY25 Sep25
Crystal Crop 27.55% 31.10% 34.29% 37.28%
Sumitomo 35.33% 37.58% 40.96% 40.42%
Bayer 45.21% 42.98% 37.90% 36.79%
Rallis India 34.50% 40.43% 40.64% 39.11%
Dhanuka 34.39% 39.03% 40.10% 39.44%
Kaveri Seeds 47.26% 49.49% 49.13% 46.94%
Syngenta 39.70% 36.40% Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds 102.10% 93.30% Not Reported Not Reported
Rasi Seeds 49.10% 51.40% Not Reported Not Reported
Mahyco 43.60% 49.90% Not Reported Not Reported
276Company FY23 FY24 FY25 Sep25
Seedworks 58.50% 59.70% Not Reported Not Reported
Nuziveedu Seeds 53.70% 57.50% Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
EBITDA, INR Million
Company FY23 FY24 FY25 Sep25
Crystal Crop 2,318.60 2,090.61 3,152.76 3,332.24
Sumitomo 6,665.97 4,745.75 6,320.53 4,372.21
Bayer 9,242.00 9,725.00 6,896.00 5,537.00
Rallis India 2,183.40 3,111.50 2,867.60 3,040.00
Dhanuka 2,786.90 3,274.43 4,166.09 2,199.26
Kaveri Seeds 2,517.24 2,858.19 2,909.39 3,318.45
Syngenta 7,449.00 5,302.00 Not Reported Not Reported
Advanta Seeds 7,860.00 9,320.00 11,380.00 Not Reported
Corteva Agriscience Seeds 10,112.00 10,377.00 Not Reported Not Reported
Rasi Seeds 3,168.00 3,311.00 Not Reported Not Reported
Mahyco 1,087.00 74 Not Reported Not Reported
Seedworks 293 353 Not Reported Not Reported
Nuziveedu Seeds 2,055.00 2,162.00 Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
EBITDA Margin, %
Company FY23 FY24 FY25 Sep25
Crystal Crop 9.23% 9.38% 11.72% 16.85%
Sumitomo 18.99% 16.69% 20.07% 22.01%
Bayer 17.98% 19.05% 12.60% 15.97%
Rallis India 7.36% 11.75% 10.77% 16.72%
Dhanuka 16.39% 18.62% 20.47% 19.52%
Kaveri Seeds 23.52% 24.89% 24.14% 30.80%
Syngenta 14.40% 9.90% Not Reported Not Reported
Advanta Seeds 21.80% 22.10% 24.30% Not Reported
Corteva Agriscience Seeds 49.60% 46.80% Not Reported Not Reported
Rasi Seeds 25.30% 26.90% Not Reported Not Reported
Mahyco 6.60% 0.50% Not Reported Not Reported
Seedworks 6.00% 6.80% Not Reported Not Reported
Nuziveedu Seeds 18.70% 19.20% Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Adjusted EBITDA
Company FY23 FY24 FY25 Sep25
Crystal Crop 2,326.80 2,090.61 3,226.28 3,550.23
Sumitomo Not Reported Not Reported Not Reported Not Reported
Bayer Not Reported Not Reported Not Reported Not Reported
Rallis India Not Reported Not Reported Not Reported Not Reported
Dhanuka Not Reported Not Reported Not Reported Not Reported
Kaveri Seeds Not Reported Not Reported Not Reported Not Reported
Syngenta Not Reported Not Reported Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds Not Reported Not Reported Not Reported Not Reported
Rasi Seeds Not Reported Not Reported Not Reported Not Reported
Mahyco Not Reported Not Reported Not Reported Not Reported
Seedworks 411 693 Not Reported Not Reported
Nuziveedu Seeds Not Reported Not Reported Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
277Adjusted EBITDA Margin
Company FY23 FY24 FY25 Sep25
Crystal Crop 9.26% 9.38% 11.99% 17.95%
Sumitomo Not Reported Not Reported Not Reported Not Reported
Bayer Not Reported Not Reported Not Reported Not Reported
Rallis India Not Reported Not Reported Not Reported Not Reported
Dhanuka Not Reported Not Reported Not Reported Not Reported
Kaveri Seeds Not Reported Not Reported Not Reported Not Reported
Syngenta Not Reported Not Reported Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds Not Reported Not Reported Not Reported Not Reported
Rasi Seeds Not Reported Not Reported Not Reported Not Reported
Mahyco Not Reported Not Reported Not Reported Not Reported
Seedworks 18.70% 19.20% Not Reported Not Reported
Nuziveedu Seeds Not Reported Not Reported Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Profit After Tax, INR Million
Company FY23 FY24 FY25 Sep25
Crystal Crop 766.00 872.37 1,183.92 1,535.11
Sumitomo 5,022.09 3,697.44 5,064.43 3,558.59
Bayer 7,582.00 7,405.00 5,680.00 4,314.00
Rallis India 919.44 1,478.70 1,251.30 1,970.00
Dhanuka 2,335.02 2,390.93 2,969.60 1,494.69
Kaveri Seeds 2,726.45 2,998.81 2,822.81 3,109.62
Syngenta 5,716.00 4,061.00 Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds 10,656.00 10,630.00 Not Reported Not Reported
Rasi Seeds 2,656.00 2,615.00 Not Reported Not Reported
Mahyco 1,338.00 288.00 Not Reported Not Reported
Seedworks 54.00 50.00 Not Reported Not Reported
Nuziveedu Seeds 2,026.00 2,255.00 Not Reported Not Reported
Profit After Tax Margin
Company FY23 FY24 FY25 Sep25
Crystal Crop 3.02% 3.84% 4.33% 7.69%
Sumitomo 14.12% 12.58% 15.49% 17.24%
Bayer 14.57% 14.28% 10.16% 12.32%
Rallis India 3.09% 5.55% 4.64% 10.71%
Dhanuka 13.38% 13.33% 14.34% 13.10%
Kaveri Seeds 24.23% 24.75% 22.56% 28.44%
Syngenta 11.00% 7.60% Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds 52.20% 47.90% Not Reported Not Reported
Rasi Seeds 21.20% 21.30% Not Reported Not Reported
Mahyco 8.20% 1.80% Not Reported Not Reported
Seedworks 1.10% 0.90% Not Reported Not Reported
Nuziveedu Seeds 18.50% 20.10% Not Reported Not Reported
Return on Equity
Company FY23 FY24 FY25 Sep25
Crystal Crop 6.12% 6.59% 8.31% 9.98%
Sumitomo 21.09% 15.12% 17.43% Not Reported
Bayer 29.00% 26.60% 19.93% Not Reported
Rallis India 7.00% 11.00% 10.00% Not Reported
Dhanuka 23.10% 20.60% 22.30% Not Reported
Kaveri Seeds 19.94% 24.26% 18.78% Not Reported
Syngenta 16.60% 11.29% NA Not Reported
Advanta Seeds NA NA NA Not Reported
278Company FY23 FY24 FY25 Sep25
Corteva Agriscience Seeds 51.65% 51.97% NA Not Reported
Rasi Seeds 18.34% 21.61% NA Not Reported
Mahyco 11.52% 2.19% NA Not Reported
Seedworks 6.71% 5.68% NA Not Reported
Nuziveedu Seeds 24.03% 21.18% NA Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Note: ROE not annualized
Return on Capital Employed
Company FY23 FY24 FY25 Sep25
Crystal Crop 10.42% 10.39% 16.43% 14.11%
Sumitomo 32.60% 33.10% 24.50% Not Reported
Bayer 7.00% 11.00% 10.00% Not Reported
Rallis India 27.91% 25.01% 30.08% Not Reported
Dhanuka 19.70% 24.30% 18.70% Not Reported
Kaveri Seeds 32.60% 33.10% 24.50% Not Reported
Syngenta 22.36% 15.51% Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds 48.32% 51.43% Not Reported Not Reported
Rasi Seeds 23.21% 30.91% Not Reported Not Reported
Mahyco 13.82% 8.67% Not Reported Not Reported
Seedworks 9.66% 10.30% Not Reported Not Reported
Nuziveedu Seeds 26.78% 23.26% Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Note: ROCE not annualized
Adjusted Return on Capital Employed
Company FY23 FY24 FY25 Sep25
Crystal Crop 10.59% 10.39% 17.25% 15.81%
Sumitomo Not Reported Not Reported Not Reported Not Reported
Bayer Not Reported Not Reported Not Reported Not Reported
Rallis India Not Reported Not Reported Not Reported Not Reported
Dhanuka Not Reported Not Reported Not Reported Not Reported
Kaveri Seeds Not Reported Not Reported Not Reported Not Reported
Syngenta Not Reported Not Reported Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds Not Reported Not Reported Not Reported Not Reported
Rasi Seeds Not Reported Not Reported Not Reported Not Reported
Mahyco Not Reported Not Reported Not Reported Not Reported
Seedworks Not Reported Not Reported Not Reported Not Reported
Nuziveedu Seeds Not Reported Not Reported Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Note: Adjusted ROCE not annualized
Net debt to equity ratio
Company FY23 FY24 FY25 Sep25
Crystal Crop 0.48 0.41 0.65 0.75
Sumitomo 0 0.01 0 0
Bayer Not Reported Not Reported Not Reported Not Reported
Rallis India 0.08 0.07 0.03 Not Reported
Dhanuka 0.03 0.02 0.05 Not Reported
Kaveri Seeds 0.01 0.01 0 Not Reported
Syngenta -0.09 -0.24 Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds -0.28 -0.22 Not Reported Not Reported
Rasi Seeds 0.04 0.01 Not Reported Not Reported
Mahyco 0.00 -0.04 Not Reported Not Reported
Seedworks 1.08 0.88 Not Reported Not Reported
Nuziveedu Seeds -0.03 -0.03 Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
279Net working capital days
Company FY23 FY24 FY25 Sep25
Crystal Crop 164 174 141 128
Sumitomo 162 130 133 103
Bayer Not Reported Not Reported Not Reported Not Reported
Rallis India Not Reported Not Reported Not Reported Not Reported
Dhanuka Not Reported Not Reported Not Reported Not Reported
Kaveri Seeds Not Reported Not Reported Not Reported Not Reported
Syngenta 203 181 Not Reported Not Reported
Advanta Seeds Not Reported Not Reported Not Reported Not Reported
Corteva Agriscience Seeds 92 38 Not Reported Not Reported
Rasi Seeds 91 118 Not Reported Not Reported
Mahyco 126 150 Not Reported Not Reported
Seedworks Not Reported Not Reported Not Reported Not Reported
Nuziveedu Seeds 167 150 Not Reported Not Reported
Source: Company annual reports, Tofler, Frost & Sullivan
Note: Crystal crop’s 128 days is calculated taking into account only 183 days in the year. As this is a half-year period.
Total number of distributors
Company FY 23 FY 24 FY 25 Till Sept CY25
Crystal Crop 6,819 8,992 12,581 13,285
Sumitomo 15,000+ 15,000+ 15,000+ 15,000+
Bayer 4,324 4,157 3,940 NA
Rallis India 7,177 7,740 ~6,900 NA
Dhanuka ~6,500 6,500+ 6,500+ 6,500+
Kaveri Seeds 5000+ 3,785 3,222 NA
Syngenta NA NA NA NA
Advanta Seeds NA NA NA NA
Corteva Agriscience Seeds NA NA NA NA
Rasi Seeds NA NA NA NA
Mahyco NA NA NA NA
Seedworks NA NA NA NA
Nuziveedu Seeds NA NA NA NA
Source: Company annual reports, Tofler, Frost & Sullivan
Crystal has built its presence through organic expansion, growing it’s distribution base to one of the highest in the
category and the acquisition of established brands, giving it sustained visibility among growers.
Key KPI’s and definitions
KPI Definition
Revenue from Revenue from operations is used by our management to track the revenue generated from the
Operations overall business and help assess the overall financial performance of our Company and also
represents the scale of our business. It is calculated as revenue from sale of products, services
and other operating revenue for the year. Revenue from Operations means the revenue from
operations as appearing in the Restated Consolidated Financial Information for the relevant
period / year.
Revenue from Sale of Revenue from Sale of Products – Category Wise is calculated as revenue from crop protection
Products – Category and seeds business
Wise
Gross Margin Gross Margin is used by the management to track information regarding the efficiency with
which the Company is manufacturing its products and assess profitability at a manufacturing
level.
Gross Margin is calculated as Revenue from Operations as reduced by cost of materials
consumed, purchases of stock-in-trade, changes in inventories of finished goods, stock-in-trade
and work-in-progress.
Gross Margin (%) Gross Margin % is calculated as Gross Margin for the period/ year divided by Revenue from
Operations for the period/ year, multiplied by 100.
EBITDA EBITDA is used by the management to track the operational profitability of the business
280KPI Definition
EBITDA is calculated as Profit before share of loss of associate and tax plus depreciation and
amortisation expense, finance costs and impairment of non-financial assets, as reduced by other
income as per the Restated Consolidated Financial Information.
EBITDA Margin EBITDA margin is an indicator of the operational profitability margin and financial
performance of the business. It tracks operational efficiency and operational profitability of the
business and assist in tracking the operational margin profile of our business benchmarked
against our historical performance and against our peers.
EBITDA Margin (%) is calculated as EBITDA divided by revenue from operations for the year,
multiplied by 100.
Adjusted EBITDA Adjusted EBITDA is calculated as the Profit before share of loss of associate and tax plus
depreciation and amortisation expense, finance costs, impairment of non-financial assets and
change in fair value of Compulsorily Convertible Debentures carried at fair value through profit
or loss, as reduced by other income as per the Restated Consolidated Financial Information.
Adjusted EBITDA Adjusted EBITDA Margin (%) is calculated as Adjusted EBITDA divided by revenue from
Margin operations for the year, multiplied by 100.
PAT Profit for the year track overall profitability of the business. PAT represents the Profit for the
period / year as per the Restated Consolidated Financial Information.
PAT Margin PAT Margin (%) track overall profitability of the business and assist in tracking the overall
profitability of our business benchmarked against our historical performance and against our
peers. PAT margin is calculated as PAT divided by Total Income for the year, multiplied by 100.
Total Income is calculated as Revenue from operations plus other income for the year.
Return on Equity (ROE) ROE is used by the management to track how efficiently the Company generates profits from
shareholders funds and how well it is converting shareholders funds to generate profits. Return
on Equity is calculated as Profit for the period/year divided by Total Equity for the relevant
period, multiplied by 100. Total Equity will be as appearing in the Restated Consolidated
Financial Information
Return on Capital ROCE is used by the management to track how efficiently our Company generates earnings
Employed from the capital employed in the business and how well it is converting its total capital to
(ROCE) generate profits.
ROCE is calculated as Earnings before interest and tax (EBIT) divided by Capital employed,
multiplied by 100. EBIT is calculated as Profit before share of loss of associate and tax plus
finance costs. Capital employed is calculated as the sum of Tangible net worth (i.e. Total assets
excluding Goodwill, Other intangible assets and Intangible assets under development, deferred
tax assets (net) as reduced by total liabilities excluding deferred tax liabilities (net)), non-current
borrowings and current borrowings.
Adjusted Return on Adjusted Return on Capital Employed is calculated as Adjusted Earnings before interest and
Capital Employed tax (EBIT) divided by Adjusted Capital employed, multiplied by 100. Adjusted EBIT is
calculated as Profit before share of loss of associate and tax plus finance costs and change in
fair value of Compulsorily Convertible Debentures carried at fair value through profit or loss.
Adjusted Capital employed is calculated as the sum of Tangible net worth (i.e. Total assets
excluding Goodwill, Other intangible assets, Intangible assets under development and deferred
tax assets (net) as reduced by total liabilities excluding deferred tax liabilities (net)), non-current
borrowings and current borrowings as reduced by cash and cash equivalents.
Net Working Capital Net Working Capital Days is calculated as Inventory days plus Trade receivable days minus
Days Trade payable days.
Inventory days are calculated as closing Inventory for the period / year divided by revenue from
operations for the period / year, multiplied by 365 days. Trade receivable days are calculated as
closing Trade receivables for the period / year divided by Revenue from operations for the
period / year, multiplied by 365 days. Trade payable days are calculated as closing Trade
payable for the period / year divided by revenue from operations for the period / year, multiplied
by 365 days.
Net Debt to Equity Net debt / equity is calculated as net debt divided by total equity. Net Debt is calculated as total
debt reduced by cash and cash equivalents
Innovation Rate Innovation Rate indicates Revenue from new products launched in the last four years in Crystal
Crop Protection Branded Formulation Business divided by Total Revenue of Crystal Crop
Protection Branded Formulation Business in the relevant year / period, multiplied by 100
No. of Active Number of active distributors indicates the number of distributors with who the company has
Distributors generated revenue / sales and who are associated with the company from 01 April, 2022 to the
relevant period / year end.
All financial information / KPIs for peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis)
and is sourced from the annual report / investor presentation or MCA filings as available for the respective companies for the relevant year
/ period ended
281Key Threats and Challenges to Crystal Crop
1) Crystal derives a significant share of its crop protection revenues from herbicides, which increased from
32% of revenue in FY24 to 36% in FY25, with strong positions in paddy and cereal. This creates an
exposure to:
a. Variability in Kharif sowing in rice- and cereal-dominant states (eastern India, parts of north
and central India)
b. Changes in farmer cash flows and input purchase behaviour in weak monsoon or flood years
While such variability can impact near-term offtake, Crystal’s risk is moderated by:
• A balanced portfolio across insecticides, fungicides and herbicides, and presence across multiple crops
and geographies
• A growing seeds business and presence across both Kharif and Rabi seasons, which helps smooth
seasonal and regional shocks
Over the medium term, rising climate volatility tends to increase the need for selective, stress-tolerant and
IPM-friendly solutions, aligning with Crystal’s innovation-led positioning.
2) Smallholder-Farmer Economics, Price Sensitivity and Responsible Use
India’s farm structure is dominated by small and fragmented landholdings, relatively low yields, and
high dependence on monsoon and groundwater, leading to strong farmer price sensitivity and uneven
input usage across regions.
This creates risks for Crystal such as:
• Slower adoption of premium formulations or newer combinations in lower-income, rainfed regions
• Under-dosing or misuse of crop protection products, which can affect realised field performance and
farmer perception even for technically sound products
Crystal addresses this structural challenge through:
• A two-portfolio, two-sales-team GTM model that allows it to serve both value-conscious and
premium segments without channel saturation, across 12,500–13,500 distributors as of FY25
• Farmer engagement, demonstrations and advisory-led selling, as seen in products like Azotrix,
where independent surveys indicate strong perceived efficacy among rice farmers
3) Raw Material, Technical Supply and “Make-or-Import” Balancing
At an industry level, more than 60% of India’s technical-grade agrochemicals are still imported, exposing the
sector to volatility in global prices, logistics, regulatory actions in source countries and currency movements.
As a branded formulations and technicals player, Crystal faces:
• Fluctuations in input costs and availability for key technicals and intermediates
• The need to continuously optimise between domestic manufacture and imports to protect margins and
supply security
Crystal partially mitigates this through:
• A stated flexibility to “Make or Import” based on market conditions, supported by backward integration
into intermediates and collaborations with global suppliers
• Ongoing capacity and process improvements within the broader Indian chemical ecosystem, which is
moving toward cleaner, more competitive specialty and agrochemical manufacturing
4) Evolving Regulatory Norms and Portfolio Rebalancing
The Indian crop protection sector is increasingly subject to regulatory scrutiny on certain molecules, safety,
environment, and residue norms, with discussions around the Pesticide Management Bill and tightening
norms on Highly Hazardous Pesticides (HHPs).
For Crystal, which has a broad portfolio and several legacy as well as acquired brands, this can lead to:
282• Potential restrictions, phase-outs or label changes on specific molecules or combinations over time
• The need for continuous investment in data generation, dossier upkeep and product substitution/upgrade
These are partly mitigated by Crystal’s:
• Strong R&D and IP engine, with 28 patents filed as of CY2025 and 11 commercialised as of 30
September 2025, and one of the highest innovation turnover rates among domestic peers
• Demonstrated ability to refresh its portfolio using new formulations, mixtures and in-licensed / acquired
brands, keeping relevance across insecticides, herbicides and fungicides
Over time, as regulations favour safer, more efficient chemistries and better stewardship, companies like Crystal
with innovation capability and regulatory experience are positioned to benefit from migration away from sub-
scale, non-compliant players.
283OUR BUSINESS
Some of the information in the following section including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read the section “Forward
Looking Statements” on page 39 for a discussion of the risks and uncertainties related to those statements and
the section “Risk Factors” on page 41 for a discussion of certain risks that may affect our business, financial
condition or results of operations and the “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 519 and 533, respectively,
for a discussion of certain factors that may affect our business, financial condition or results of operations. Our
actual results may differ materially from those expressed in, or implied by, these forward-looking statements.
Unless the context otherwise requires, in this section, references to “we”, “us” or “our” refers to our Company
and Subsidiaries on a consolidated basis. Unless the context requires otherwise, all financial information included
herein is derived from our Restated Consolidated Financial Information included in “Financial Information” on
page 419. Our Financial Year ends on March 31 of each year, and references to a particular Financial Year are
to the twelve months ended March 31 of that year. We have also included various operational and financial
performance indicators in this Draft Red Herring 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.
We have exclusively commissioned and paid for the services of independent third party research agency, Frost &
Sullivan, and have relied on the report titled “Independent Market Report on Agrochemicals & Seeds Industry”
dated December 16, 2025 (the “F&S Report”), for industry related data in this Draft Red Herring Prospectus,
including in the sections “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 206, 284 and 533, respectively. We engaged F&S
in connection with the preparation of the F&S Report pursuant to an engagement letter dated August 19, 2025
and commissioned and paid for such report for the purposes of confirming our understanding of the industry in
connection with the Offer. The F&S Report is available on the website of our Company at
https://www.crystalcropprotection.com/Crystal_Industry_report.pdf from the date of this Draft Red Herring
Prospectus until the Bid/Offer Closing Date and has also been included in the section “Material Contracts and
Documents for Inspection – Material Documents” on page 681.
The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the
purposes of presentation. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the F&S Report and included herein with respect to any particular year, refers to such
information for the relevant Financial Year. The following information should be read together with, the more
detailed financial and other information included in this Draft Red Herring Prospectus, including the information
contained in “Risk Factors”, “Industry Overview”, “Restated Consolidated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 41, 206,
419 and 533, respectively, as well as financial and other information contained in this Draft Red Herring
Prospectus as a whole.
OVERVIEW
Established in 1994, we are a crop solutions company with agrochemicals and seeds at the core of our offerings.
Our diversified portfolio includes (i) products for crop protection such as herbicides, fungicides, insecticides and
natural crop solutions such as bio-stimulants, bio-protectants, plant growth regulators, liquid fertilizers and micro
nutrients; and (ii) seeds such as for field crops, vegetable crops and flowers. Our offerings are customized for
Indian farmers through research and development (“R&D”) including by collaborations with various multi-
national companies, delivering relevant solutions that aim to enhance farm economics, yield, productivity and
profitability. We operate on a fully integrated model, that integrates robust synthesis R&D in crop protection
products and natural crop solutions as well as robust seeds breeding program, with backward-integrated
technology enabled manufacturing and pan-India distribution, with a farmer-centric approach.
We have dedicated and strategic focus on R&D, which we consider integral to our ability to offer quality crop
protection products and natural crop solutions and seeds for various crops. Our R&D teams focus on (i) developing
novel formulations, based on our analysis of existing gaps in the industry and prevailing needs of our customers;
and (ii) extensive breeding programs, leading to creation of renowned brands for our business verticals.
Our robust seeds breeding programs, anchored by an extensive germplasm bank, using conventional and modern
tools, deliver seeds which are locally adapted, high yielding, stress tolerant hybrids and varieties. Over the years,
284we have established ourselves as a progressive force in the Indian seed industry, actively engaging in strategic
collaborations and technology partnerships to drive innovation and sustainable growth. (Source: F&S Report) We
have signed several key agreements aimed at enhancing crop performance, farmer profitability and industry
advancement. (Source: F&S Report)
An infographic and a brief description of the products offered by us is set out below:
Crop protection products and natural crop solutions: We offer a wide range of crop protection products and
natural crop solutions. We are engaged in the development, manufacturing and distribution of agrochemicals under
the following categories: (A) crop protection products, sub-categorized under (i) herbicides, (ii) fungicides, (iii)
insecticides, and (iv) combinations thereof; and (v) natural crop solutions, comprising bio-stimulants, bio-
protectants, plant growth regulators, liquid fertilizers and micro nutrients under our division which is
strategically designed to complement our existing crop protection products and natural crop solutions business,
providing farmers with integrated and sustainable crop management solutions; and (B) technical grade active
ingredients (“Technicals”), which are utilized in the manufacture of agrochemical formulations.
We offer a range of product sizes, including in ‘farmer friendly packs’ for smallholder farmers and large pack
sizes for progressive farmers. As of September 30, 2025, our crop protection products are sold under our corporate
brands, and to our consumers with over 174 product brands. Our crop protection branded businesses
under and , have delivered a strong growth of 18% from Fiscal 2023 to Fiscal 2025, significantly
outperforming the industry average of 10–13% over the same period. (Source: F&S report). We also offer our
crop protection products and natural crop solutions internationally which focuses on the export of our branded
formulations and Technicals, primarily to Bangladesh, Nepal, Tanzania, Uganda, Ethiopia, Armenia and
Indonesia.
Seed business: Leveraging our in-house germplasm libraries and molecular breeding capabilities, we have built a
multi-crop and diversified seeds portfolio backed by R&D with leading brands in the market to produce and
market hybrid seeds for: (a) field crops which includes cotton, mustard, millet, sorghum, fodder crops, maize,
wheat and rice, (b) vegetable crops which includes vegetables such as for capsicum, chili, tomato, sweetcorn,
watermelon and other vegetables; and (c) flower such as marigold seeds.
We are one of fastest-growing Indian seed companies in terms of revenue (CAGR – 24.88%) between Fiscal 2023
and Fiscal 2025. (Source: F&S Report) Our seeds for field crops are sold under our corporate brand, and
285certain of our product brands , and while seeds for vegetable crops and flowers are sold
under certain of our brands and . Our seed products operate across all strategic crops in Indian
markets namely cotton, pearl millets, mustard, sorghum, fodder crops, rice, maize, wheat, vegetables and flowers,
giving us a diverse base across India. (Source: F&S Report). We are amongst the top three players in pearl millet
and mustard market, respectively, with a market share of 20.60% and 6.30% in the Indian seed industry in Fiscal
2025. (Source: F&S Report) We have enhanced our portfolio in marigold flower seeds through the acquisition of
I&B Seeds. I&B Seeds is the market leader in marigold flower seeds with 25%–30% market share based on sales
during the previous three years. (Source: F&S Report)
In addition to sale of seeds in India, we also undertake sale of seeds such as fodder, maize, sorghum, okra, tomato,
hot pepper, gourds, capsicum, marigold and petunia, primarily to Japan, Bangladesh, Nepal, United States of
America and Thailand, supported by our sales and marketing executives based in India.
Complementing our crop protection products and natural crop solutions and seed offerings, we have forayed into
ancillary offerings such as the development and sale of self-propelled boom sprayers for spraying the crop
protection products in the farms as well as sale of conventional sprayers. This approach complements our crop
protection products and natural crop solutions and seeds business by providing spraying as a service to the Indian
farmers and thus also providing us with cross-selling opportunities.
Details of revenue generated from each of our crop protection products and natural crop solutions and seeds
business for the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, including as a percentage
of our Revenue from Operations is set out below.
Particulars of For the six months For the financial year For the financial For the financial year
business ended ended year ended ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % of Amount % of Amount % of Amount % of
of Revenue of Revenue of Revenu of Revenue
revenue from revenue from revenue e from revenue from
generate Operatio generated Operations generated Operati generated Operatio
(in ₹ ns (in ₹ (in ₹ ons (in ₹ ns
million) million) million) million)
Crop protection 15,156.14 77.82 22,010.07 81.74 18,367.18 83.40 20,679.15 86.87
products and
natural crop
solutions
Seeds* 4,204.54 21.59 4,698.79 17.45 3,544.31 16.09 3,013.29 12.66
Others 114.63 0.59 217.32 0.81 113.07 0.51 112.53 0.47
Total** 19,475.31 100.00 26,926.18 100.00 22,024.56 100.00 23,804.97 100.00
*I&B Seeds was acquired by our Company in October 2024 and accordingly, this reflects the revenue generated for five months only. For
details on the acquisition, See “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
**Figures are exclusive of non-operational business of 13 limited liability partnership firms for the six months ended September 30, 2025, and
Fiscals 2025, 2024 and 2023 amounting to Nil, ₹5.14 million, ₹374.28 million and ₹1,457.35 million, respectively, and gross of provision for
sales returns/inter-company elimination for the six months ended September 30, 2025, and Fiscals 2025, 2024 and 2023 amounting to ₹363.98
million, ₹347.42 million, ₹202.31 million and ₹224.38 million, respectively.
While the majority of our revenue from operations is currently derived from the crop protection products and
natural crop solutions business, we are well positioned to scale our seeds business through our wide and diverse
pool of germplasm, strong breeding and R&D capabilities, and collaborations with multi-national partners,
enabling a robust pipeline of competitive, locally adapted hybrids and varieties.
Research & Development
R&D is a core pillar of our growth. For crop protection products and natural crop solutions business, we operate
our in-house Key Research Development Centre (“KRDC”) in Sonipat, Haryana, established in 2016, which has
received a certificate for “GLP Compliance” by the National Good Laboratory Practice Compliance Monitoring
Authority and is recognized by the Department of Science and Technology, Ministry of Science and Technology,
Government of India. KRDC focuses on developing and optimizing manufacturing processes for technical-grade
active ingredients, in order to ensure efficiency, safety, yield, and environmental compliance. In line with
sustainable agriculture goals, KRDC has also expanded into biological product development, encompassing
biopesticides, biofertilizers, and bio-nutrients (bio-stimulants). Our three decades of experience, coupled with
dedicated and strategic focus on R&D, have resulted in our Company applying for 28 patents globally, out of
which 18 patent applications have been examined and granted in India, two patent applications are presently under
286examination and four patent application are refused and being contested by us, as on the date of this Draft Red
Herring Prospectus. Our Company has filed four patent applications in other jurisdictions, out of which we have
obtained two patent applications, each has been examined and granted in Indonesia and Philippines and two patent
applications, each is presently under examination in Vietnam and Thailand.
We are among India’s leading agrochemical innovators, demonstrating strong capability in intellectual property
creation. Out of 28 patents in calendar year 2025, 11 patents have already been successfully commercialised as of
September 30, 2025 reflecting our sustained focus on R&D. (Source: F&S Report).
We are one of the few companies in the Indian Seed Industry which has dedicated R&D farms for rice, maize,
cotton, sorghum, mustard, fodder, vegetables, pearl millet and flower for breeding nurseries and trials. Over the
years, we have grown the investment in our seed business from ₹ 205.07 million in Fiscal 2023 to ₹ 315.97 million
in Fiscal 2025, with 6.74% (of seed business revenue) invested in Fiscal 2025, showcasing our continued
commitment in seed R&D. (Source: F&S Report) Our field crop related seeds R&D spans over 143 acres of
research farms across India as of September 30, 2025, supported by R&D facilities at Telangana, Rajasthan,
Himachal Pradesh, Maharashtra and Haryana. Our breeding initiatives are founded on a substantial collection of
genetic material covering Fodder & Sorghum, Cotton, Maize, Pearl Millet, Mustard, Rice and Wheat with a total
of 16,176 germplasm, 15,437 germplasm is for vegetables and 2,043 germplasms is for flower seeds, as of
September 30, 2025.
Crop Protection Manufacturing Units
Our crop protection products and natural crop solutions products are manufactured at multiple locations. We
currently develop and manufacture our formulation products in India at four primary units: one each in Sonipat,
Haryana (“Haryana Formulation Unit”) and Anand, Gujarat (“Gujarat Formulation Unit”) and two of which
are located in Jammu, Jammu and Kashmir (“Jammu Unit 1” and “Jammu Unit 2”, together referred to as the
“Jammu Formulation Units”). As of September 30, 2025, our formulation manufacturing units collectively had
an aggregate installed capacity of 75,962.00 MT. We also operate two Technicals manufacturing facilities situated
in Dahej, Gujarat (“Gujarat Technical Unit”) at which we manufacture herbicides and in Nagpur, Maharashtra
(“Maharashtra Technical Unit”) at which we manufacture insecticides and fungicides. As of September 30,
2025, our technical manufacturing units together had an aggregate installed capacity of 3,456.00 MT. In addition
to the above, we also have a pilot plant at Sonipat, Haryana which houses a kilo lab and a quality lab including
five reactors of an aggregate capacity of 3.06 KL, facilitating small-scale trials, process testing, and quality
evaluation of new and existing products prior to large-scale commercial manufacturing (“Technical Pilot Unit”).
In order to enhance our presence and by leveraging our experience and know-how, we propose to set up a new
plant in Jhagadia, Gujarat (“Proposed Gujarat Plant”) on industrial area admeasuring 125,714.60 sq. mtrs
acquired by us in Gujarat Industrial Development Corporation, pursuant to the provisional transfer order dated
November 11, 2025. The Proposed Gujarat Plant is proposed to have automated machinery to ensure the safety of
our employees.
Seed Processing Units
In relation to our seeds business, we operate three seed processing units. Our two seed processing units are at
Hyderabad, Telangana (“Hyderabad Seed Units”) and one seed processing unit is at Bengaluru, Karnataka
(“Bengaluru Seed Unit”) which dries, grades, treats and packs seeds is for field crops, vegetables and flower
seeds. As of September 30, 2025, the Hyderabad Seed Units and the Bengaluru Seed Unit have an installed
capacity of 40,998 MT and 1,722 MT respectively.
We stand out as one of the few domestic players with the flexibility to “Make or Import” based on market
dynamics, supported by collaborations across global suppliers and backward integration into intermediates and
formulations. (Source: F&S Report) We continue to invest in manufacturing to increase capacities, strengthen our
cost position, reduce reliance on third parties and imports from other countries, and ensure a stable, resilient supply
chain thus supporting better gross margins over time.
PAN-India Network
We continue to expand our portfolio and deepen market penetration through a pan-India distribution network of
13,285 independent distributors and 36 distribution centers, supported by five regional distribution centers, as of
September 30, 2025. Within this network, we follow a two-brands strategy for crop protection products and natural
crop solutions’ distribution under the Crystal and Saffire brands is organized into dedicated, non-overlapping
channels and separate sales teams, which allow us to address distinct customer segments and build a wider
287customer base. Our seeds business also operates through two separate dedicated teams for field crops and for
vegetables & flowers. We are present across 23 states and four union territories, as of September 30, 2025.
Our sales network for crop protection products and natural crop solutions business is supported by 460 and 200
sales and marketing executives for and brands, respectively, as of September 30, 2025. Our sales
network for seeds business is supported by 149 and 212 sales and marketing executives for field crops and
vegetable and flower seeds, respectively, as of September 30, 2025. This structure is managed through 67 regions
and 469 territories, aligned by segment to maximize reach, service quality, and brand differentiation.
A graphical representation of our pan-India distributors as of September 30, 2025, is set out below:
*Map not to scale.
Inorganic Growth
Since our inception, we have continuously expanded our product offerings and capabilities steadily through
organic and inorganic growth initiatives. We are among the most active acquirers in the Indian agrochemical space,
having integrated iconic brands such as Gramoxone (Syngenta), Bavistin (BASF), Dursban and Nurelle D (Dow),
Tilt (Syngenta), Proclaim (Syngenta), Blue Copper (Syngenta) and Furadan (FMC) into our portfolio. (Source:
F&S Report) For further details on acquisitions undertaken by us, see “- Strategic acquisitions and successful
integration of growth opportunities” on page 306.
A graphical representation of the evolution of brands and product portfolio is set forth below:
288Our Promoters
Our Company was founded by our Promoter and Founder, Nand Kishore Aggarwal, Chaiman Emeritus, who
leveraged his experience in the agri-input industry to drive our establishment as a recognized manufacturer and
distributor of agrochemicals. He was awarded as ABSA 2025 Lifetime Achievement Award from RAY Consulting
and 2024 Hurun India Trailblazer in Agricultural Solutions Award by Hurun India Rich List. He is also appointed
as Co-Chair of the ASSOCHAM Council on Agri Industries and Farming Practices for the Financial Year 2026.
He is also holding the office of Chairman for Chemicals & Plastics Committee in PHD Chamber of Commerce.
Our second-generation Promoter, Ankur Aggarwal who is our Chairman and Managing Director has been
associated with our Company since 2006 and is responsible for leading overall business strategy, operations, and
growth across business segments. He completed the 52nd session of the Owner/President Management Program
from Harvard Business School. He also holds the office of Chairman, CropLife India and is a governing council
member of Agro Chem Federation of India (ACFI), member of the Confederation of Indian Industry and member
of YPO Delhi Chapter.
The multi-generational guidance of our Promoters enables us to leverage contemporary market insights and
governance standards into our business and strategy, and further technological advancement in our operations,
whilst maintaining a cohesive and stable leadership structure that is aligned with the founding family ethos. We
credit the leadership of our Promoters, who are supported by our robust management team under the guidance of
our Board of Directors, which consists of individuals from various professional backgrounds. Our management
framework allows us to maintain the flexibility to address the markets and the geographies we operate in. See
“History and Certain Other Corporate Matters - Awards, Accreditations and Recognitions” on page 363.
Our integrated business model allows us to exercise control over the entire value chain—from product R&D,
process development, regulatory and statutory registration to commercial manufacturing, brand-building and last-
mile delivery, thereby enabling speed-to-market and quality assurance. We credit our growth in revenue and
profitability in part to our operational efficiency, which we seek to achieve by streamlining our operational
activities and maintaining economies of scale. Furthermore, our Company’s credit rating on long-term bank
facilities has been upgraded to A+/Stable, which demonstrates our financial health and ability to meet our
obligations, diversified revenues and profitability.
The following table sets forth certain significant financial metrics for the six months ended September 30, 2025
and Fiscals 2025, 2024 and 2023, respectively that are relevant to our business:
289Key Performance Units As at and for the As at and for the As at and for the As at and for the
Indicators six months ended financial year financial year financial year
September 30, ended March 31, ended March 31, ended March 31,
2025 2025 2024 2023
Revenue from ₹ in million 19,780.45# 26,905.10# 22,299.27# 25,132.98#
Operations
Revenue from sale of products – Category wise
− crop protection ₹ in million 15,156.14 22,010.07 18,367.18 20,679.15
products and
natural crop
solutions
− seeds 4,204.54 4,698.79 3,544.31 3,013.29
Gross Margin ₹ in million 7,374.04 9,225.71 6,934.40 6,924.07
Gross Margin % 37.28 34.29 31.10 27.55
EBITDA ₹ in million 3,332.24 3,152.76 2,090.61 2,318.60
EBITDA Margin % 16.85 11.72 9.38 9.23
Adjusted EBITDA ₹ in million 3,550.23 3,226.28 2,090.61 2,326.80
Adjusted EBITDA % 17.95 11.99 9.38 9.26
Margin
PAT ₹ in million 1,535.11 1,183.92 872.37 766.00
PAT Margin % 7.69 4.33 3.84 3.02
Return on Equity % 9.98* 8.31 6.59 6.12
Return on Capital % 14.11* 16.43 10.39 10.42
Employed
Adjusted Return on % 15.81* 17.25 10.39 10.59
Capital Employed
Net working capital Days 128^ 141 174 164
days
Net Debt to Equity Ratio 0.75 0.65 0.41 0.48
New products launches
- Crystal Crop Number 2 14 5 5
protection branded
formulation
business
- Seeds - Field Crop 6 5 6 3
business
Innovation Rate % 23.89 18.03 16.02 15.45
(Crystal crop
protection branded
formulation
business)
Number of Active Number 13,285 12,581 8,992 6,819
Distributors
*Denotes data/ calculation which is not annualized.
^Calculated on half yearly basis considering only 183 days instead of 365 days.
#Includes revenue generated from non-operational business of 13 limited liability partnership firms (which were classified as the step-down
subsidiaries) in the six months period ended September 30, 2025 and in Financial Years 2025, 2024 and 2023. The revenue contribution from
these entities for the six months ended September 30, 2025 and for the Financial Years 2025, 2024 and 2023 amounted to Nil, ₹5.14 million,
₹374.28 million and ₹ 1,457.35 million, respectively. For further details, see, “Management Discussion and Analysis of Financial Condition
and Results of Operations – Significant Factors Affecting our Results of Operations – Revenue Growth and Financial Performance” on
page 535.
290Our strengths
Strong R&D capabilities backed by advanced technology infrastructure and collaborations
R&D is a core pillar of our growth strategy across crop protection products and natural crop solutions and seeds.
We operate on a fully integrated model, combining robust synthesis R&D in crop protection products and natural
crop solutions as well as robust seeds breeding program, with backward-integrated technology enabled
manufacturing, pan-India distribution, with a farmer-centric approach. Our in-house R&D teams collaborate
directly with production teams to ensure innovations are manufacturable at scale. Our structured and dedicated
R&D capabilities are co-terminus with each stage of our production lifecycle, to enable us to undertake key
functions across the value chain in-house, from the development and commercialization of our products, to
procurement of regulatory registrations and compliances, implementing quality control and undertaking testing,
training, process development and improvement enabling greater control over each such function. Our modern
Bio-Lab R&D Centre at KRDC has successfully developed distinct strains of mycorrhizal fungi, which are now
being scaled up for technology transfer and commercial production.
Crop Protection products and natural crop solutions: Our R&D capabilities in relation to crop protection
products and natural crop solutions focuses on process synthesis, new formulation and development. We have
been actively identifying gaps where the farmers require better crop protection solutions. Within this space, newly
introduced products have made a sharp impact. In our crop protection business, one such product launched in
2025, Jivora, designed specifically for cotton's complex pest pressure, has already garnered 20% usage share
among aware growers, with 30% spontaneous recall, surpassing initial expectations for a debutant. Also, a survey
of rice farmers showed that 82% of farmers said that our product, Azotrix provides effective control of rice
(Source: F&S Report)
Leveraging our robust R&D capabilities, we have built an extensive portfolio of innovative crop protection
products which solve complex farm, pest disease and weed problems.
Our R&D facilities
R&D facilities Approvals and Number of Purpose Key highlights
and locations recognitions employees as of
September 30, 2025
In-house R&D GLP approved 56 employees Features Biological Research: The
centre – KRDC and recognized specialized across 1. Process center has expanded into
at Sonipat, by the biology, formulation Development: biopesticides, biofertilizers,
Haryana Department of chemistry, analytical KRDC develops and and bionutrients
Scientific and chemistry, and optimizes (biostimulants) to support
Industrial chemical synthesis manufacturing
Research, processes for
291R&D facilities Approvals and Number of Purpose Key highlights
and locations recognitions employees as of
September 30, 2025
Ministry of technical-grade sustainable agriculture
Science and Active Ingredients. initiatives.
Technology, 2. Formulation
Government of Development: It
Equipments
India designs diverse
Synthesis Lab: 80+
range of suitable
equipment including Fume
formulations.
hoods, rotavapor, stirrers,
3. Regulatory
programmable logic
Support: KRDC
controller Plates
conduct studies
required for
Formulation Lab: 20+
submission to
equipment including dyno
regulatory
mill, air jet mill, spray dryer
authorities.
Biology Lab: 15+ equipment
including microscopes,
laminar air flow, biochemical
oxygen demand incubators
Analytical Research &
Development (ARD) Lab:
30+ equipment including
High Performance Liquid
Chromatography, Liquid
Chromatography – Mass
Spectrometry, Fourier
Transform Infrared
Spectroscopy, Gas
Chromatography, Differential
Scanning Calorimetry
Nine field N.A. 13 field scientists who Features Equipment
research stations are post-graduates
at specializing in Field biological research Battery operated sprayers,
Karnal, Haryana various disciplines of in agrochemicals high resolution cameras,
Rudrapur, agricultural sciences, involves systematic weighing machines, moisture
Uttarakhand including Plant evaluation of new and meters, chlorophyl meters to
Barasat, West Pathology, existing crop protection get quality trials data which is
Bengal Entomology, products under diverse used for further advancement
Dhamtari, Agronomy, agro-climatic of the products. These trials
Chhattisgarh Horticulture, conditions. The research are conducted on farmer
Indore, Madhya Biochemistry, also includes monitoring fields.
Pradesh, Microbiology, and pest resistance, residue
Guntur, Andhra Agricultural dynamics, and
Pradesh Statistics. Among environmental impact.
Erode, Tamil them, six scientists Ultimately, it helps
Nadu) hold Doctorate optimize formulation
Nashik, degrees from reputed use, dosage, and timing
Maharashtra agricultural for sustainable and
Anand, Gujarat universities in India. effective pest and weed
Most of the scientists management.
possess more than
eight years of
extensive research
experience in their
respective domains,
contributing
significantly to the
development and
evaluation of
innovative
agrochemical and
biological solutions.
292Out of 28 patents in calendar year 2025, 11 patents have already been successfully commercialised as of
September 30, 2025 reflecting our sustained focus on R&D. (Source: F&S Report).
Over the past years, we have emerged as one of the leaders in India-based innovation, the details of the patents
applied and obtained by the Company as on the date of this Draft Red Herring Prospectus, are set out below:
Total number of patents applied for by our Company 28
Number of patents obtained in India 18
Number of patents obtained outside India 2
Number of patent applications pending in India 2
Number of patent application pending outside India 2
Applications which are refused and being contested by us 4
The details of the Technicals and Formulation registrations obtained by the Company as of September 30, 2025,
are set out below:
Domestic registrations of Technicals 152
Domestic registrations of Formulations 583
Export registrations for Technicals and Formulations 158
Technical registrations under Section 9(3) of the Insecticides Act, 44
1968
Leveraging our R&D capabilities, we have, as of September 30, 2025, a portfolio of 21 products in Crystal Crop
Protection branded formulation business, registered under Section 9(3) of the Insecticides Act, 1968, including
patented products. Section 9(3) registrations represent original, first-time product approvals granted after required
safety and efficacy evaluation. These products supported a higher gross margin of 59% in our Crystal Crop
Protection branded formulation business for the six months ended September 30, 2025.
Some of the new products developed in R&D in the last four years
Type of crop Products Purpose Brands
protection
products and
natural crop
solutions
Herbicide Amora Provides broad spectrum control of weeds
with quick mode of action, without causing
any harm to the crop – making it the safest
product for Soybean crop.
Sikosa Sikosa is a combination herbicide of
Pretilachlor (very long chain fatty acid
inhibitor) and Bensulfuron (acetolactate
synthase inhibitor). This dual action blocks
cell division in germinating weeds and
inhibits amino acid synthesis, providing
broad-spectrum control of grasses, sedges,
and broadleaf weeds in paddy.
293Type of crop Products Purpose Brands
protection
products and
natural crop
solutions
Insecticide Kollar Kollar has systemic and contact activity,
ensuring effective and long-lasting control
of pests. Pymetrozine specifically targets
sucking pests by disrupting their feeding
activity and nervous system, while ethiprole
offers broad-spectrum control
Proclaim Xtra Proclaim XTRA is an excellent
combination insecticide of Benzoyl urea
and Avermectin group. It gives very
effective control on all the damaging stage
of lepidopteran pest with a Phyto tonic
effect on crop.
Fungicide Mentor Mentor is an extremely effective fungicide
because of its DUFO technology. Its
powerful dual active foliar technology act
as preventive as well as curative fungicide
and give best results on Sheath Blight in
Paddy
Natural crop Crystal Marvell WP is a unique biofertilizer
solutions Marvell WP enriched with Vesicular Arbuscular
Mycorrhiza (VAM). It is specially designed
to maximize nutrient absorption (especially
Phosphorus), improve soil health, and
strengthen crop performance under varied
conditions
Our research pipeline is presently focused on emerging challenges like sugarcane weeds, stem borer, downy
mildew in grapes, nematodes, and thrips.
Seeds: We are one of the few companies in the Indian Seed Industry which has dedicated R&D farms for rice,
maize, cotton, sorghum, mustard, fodder, vegetables, pearl millet and flower for breeding nurseries and trials.
Over the years, we have grown the investment in our seed business from ₹ 205.07 million in Fiscal 2023 to ₹
315.97 million in Fiscal 2025, with 6.74% (of seed business revenue) invested in Fiscal 2025, showcasing our
continued commitment in seed R&D. (Source: F&S Report) We are also engaged in the R&D of open-pollinated
variety seeds for wheat, rice and mustard. We are the only Indian company which has technologically and
commercially collaborated with BASF for R&D on mustard seeds. (Source: F&S Report)
We are engaged in breeding, development, production and sale of hybrid seeds and varieties of field crops,
vegetable crops and flowers. We conduct the breeding activities at multiple locations in India and are currently
focused on R&D for the following crops:
294Type of crop Number Name of crops
Field crops 8 Cotton, Pearl Millet, Mustard, Maize, Sorghum, Fodder,
Rice and Wheat
Vegetables and flower seeds 19 Marigold, Tomato, Sweet Corn, Water Melon, Chilli,
Capsicum and Onion etc.
Our field crop seeds R&D team comprises 29 dedicated scientists including the technical staff which is further
supported by the product development team of 23 full-time employees as of September 30, 2025. Our vegetables
and flowers seeds R&D spans over 150 acres of research farms, greenhouses, and a 5,000 sq. ft. molecular biology
lab in Bengaluru, Karnataka, nine breeding stations and three disease screening stations. As of September 30,
2025, the R&D team comprises more than 30 scientists with four PhDs. Seeds breeding program of our Company
is based on robust platform of native traits that act as yield protection traits against target diseases with an objective
of minimizing yield losses. Our R&D team is actively engaged in germplasm conservation, germplasm
development and product development in respective crop species. Our breeding initiatives are founded on a
substantial collection of genetic material covering Fodder & Sorghum, Cotton, Maize, Pearl Millet, Mustard, Rice
and Wheat with a total of 16,176 germplasms, 15,437 germplasms are for vegetables and 2,043 germplasms are
for flower seeds. Further, the breeding programs are anchored by an extensive germplasm pool as set out below,
a broad set of patent lines, and R&D facilities and collaborations that use conventional and modern breeding tools
to deliver locally adapted, high-yielding, and stress-tolerant hybrids and varieties:
For Field Crop Seeds
Crop Total germplasm
Fodder & Sorghum 7,335
Cotton 3,210
Maize 684
Pearl Millet 2,240
Mustard 1,275
Rice 407
Wheat 1,025
For Vegetables and Flower Seeds
Crops Total Germplasm Crops Total Germplasm
Marigold 2,043 Sweetcorn 286
Tomato 1,944 Brinjal 316
Chilli 1,379 Bittergourd 1,241
Onion 101 Ridge gourd 2,520
Okra 1,136 Bottle gourd 1,344
Capsicum 153 Sponge gourd 476
Cucumber 2661 Muskmelon 379
Watermelon 1268 Pumpkin 233
Some of the new research/breeding technologies used by us are:
(i) Bollgard II® in Cotton (Genetically modified) from Bayer Crop Science for protection of the crop from
bollworms;
(ii) Clearfield® technology (Non-genetically modified) in Mustard for herbicide resistance to Imidazolinone;
(iii) Collaborative funded project on specific trait enhancement in Mustard with Traitomic (Netherlands).
(Source: F&S Report)
We have also entered into arrangements with World Vegetable Centre on special research projects on luffa for
developing lines and hybrids and okra for developing lines and hybrids resistant to yellow vein mosaic virus and
enation leaf curl.
Portfolio and registrations
As of September 30, 2025, we hold 40 PVP registrations granted in cotton, pearl millet, sorghum and mustard and
maintain a strong run-rate of new product launches with an innovation index of 20.08%. We have a portfolio of
295over 303 hybrid seeds, comprising 97 field crop varieties, 176 vegetable seed varieties and 30 marigold seed
varieties.
Our R&D facilities
Location Facilities and area Number of employees Purpose
as of September 30,
2025
Field crops
Telangana 4,400 sq. ft. central R&D 20 • Trait introgression for cotton and
facility and 82.5 acres of mustard.
R&D farms • Maintenance of plant health laboratory
• Maintenance of plant pathogens and high
throughput phenotyping for pearl millet,
corn, cotton, rice.
• Marker assisted selection, DNA
fingerprinting, Immunoassays
Maharashtra 28 acres of R&D Farms 3 To undertake breeding activities for cotton,
fodder and sorghum
Rajasthan 26.5 acres of R&D farms 4 To undertake breeding activities for pearl
millet, mustard and wheat
Haryana 6.5 acres of R&D farms 1 To undertake breeding activities for cotton
Himachal 0.2 acres of R&D farms 1 Doubled Haploid Lab for plant breeding
Pradesh and seed research to rapidly develop plant
lines from hybrids
Vegetables and flowers seeds
Bengaluru, • 5,000 sq. ft.+ molecular 30+ scientists with four To undertake breeding activities
Karnataka biology lab PhDs.
• 150+ acres of research
farms
• state-of-the-art
greenhouses
• Nine breeding stations
• Three disease screening
stations
Additionally, we have taken on license an in-house mobile application called “PhenomeOne”, which is a secure,
web-based platform used by our seeds R&D team for pedigree management, germplasm tracking and trial data
recording. It enables breeders to set up field trials, collect and analyze observations, and manage selections and
crosses. With built-in analytics and genomics integration, “PhenomeOne” supports data visualization and
informed decision-making. Acting as a permanent repository of breeding information, the mobile application
ensures confidentiality, intellectual property protection and compliance with conditional access and annual
renewal controls.
Our collaborations
Over the years, we have established ourselves as a progressive force in the Indian seed industry, actively engaging
in strategic collaborations and technology partnerships to drive innovation and sustainable growth. We have
undertaken collaborations with third party entities in connection with development and commercialization of
certain products in our crop protection business, which provide us access to product development support and
market-related capabilities. We have signed several key agreements aimed at enhancing crop performance, farmer
profitability and industry advancement. (Source: F&S Report) Set out below are details of our collaborations with
various multi-national companies that we have entered into to further our R&D efforts.
Collaboration with Purpose for collaboration
Crop protection and natural crop solutions
Battelle-Mitsui Acquisition of exclusive license for developing rice herbicides using patents of Battelle-Mitsui.
Pursuant to this collaboration, we have developed one rice herbicide and launched in Financial
Year 2024.
Bayer Developing new products using active ingredients, where our Company is responsible for
registration and manufacturing of the products, and both Bayer and our Company market such
products jointly.
296Collaboration with Purpose for collaboration
Corteva Development of insecticide products based on the patented product of Corteva mainly for
sucking pests on rice, cotton and vegetables.
Seeds
Field crop seeds and cotton
Multinational Company Our Company has sub-license agreement to use Bollgard II® trait of insect resistance in cotton
BASF Our Company is a licensee of “Clearfield®” herbicide-tolerance mustard technology and it is
dedicated to developing new varieties of herbicide-tolerant hybrid mustard for India. Kifix® is
the registered herbicide to be used as an over-the-top herbicide for Clearfield Mustard in India
Traitomic Our Company has a project-based collaboration with Traitomic (Netherlands) to develop next
gen mustard hybrid
Vegetable and flower seeds
World Vegetable Centre Our Company has entered into arrangements with World Vegetable Centre on:
(WVC) • Creating sustainable markets with solid loofah genetics: WorldVeg's leaf curl virus and
downy mildew-resistant lines of different market segments essential to develop
breakthrough hybrids.
• Developing new markets with better okra genetics: WorldVeg begomovirus resistant lines
with improved horticultural traits to breed breakthrough F1 hybrids
Our innovation-led approach has enabled us to introduce various products. The new products launched in Crystal
Crop Protection branded formulation business and Seeds – Field Crop business, for the six months ended
September 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 are
provided below:
Particulars Unit For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Crystal Crop Nos. 2 14 5 5
Protection
branded
formulation
business
Seeds – Field Nos. 6 5 6 3
Crop business
Set out below the details of our Innovation rate for the six months ended September 30, 2025 and for the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars Unit For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from ₹ in 1,664.60 2,049.05 1,516.10 1,639.02
new products million
launched in the
last four years
(Crystal Crop
Protection
branded
formulation
business)
Total Crystal ₹ in 6,967.83 11,362.66 9,464.71 10,609.40
Crop Protection million
branded
formulation
business
revenue
Innovation (%) 23.89 18.03 16.02 15.45
Rate Crystal
Crop
Protection
branded
formulation
business*
Revenue from ₹ in 696.89 750.99 334.57 171.08
new products million
launched in the
last four years
297Particulars Unit For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(Seeds – Field
Crop business)
Total Seeds – ₹ in 3,470.95 4,171.93 3,412.48 2,893.34
Field Crop million
business
revenue
Innovation (%) 20.08 18.00 9.80 5.91
Rate Seeds
Field Crop
business*
*Note:Innovation Rate indicates revenue from new products launched in the last four years in our Crystal Crop Protection branded formulation
business and Seeds field crop business divided by total revenue of Crystal Crop protection branded formulation business and Seeds field crop
business, respectively, in the relevant period/year.
A deep connect with Indian farmers resulting in strong brand equity
It is challenging for new businesses to get farmers to experience their products because well-known brands
frequently have loyal customers. Farmers place high value on product performance, therefore brand building for
newcomers in this market may take longer than for established rivals. Farmers tend to continue usage of their
trusted brands due to high-quality, consistent results, and high yields. This leads to brand loyalty and repeat
business, even if the price is higher. Additionally, the branded hybrids come with multiple advantages of disease
resistance, insect resistance and herbicide tolerance. Farmers are also becoming more aware of the new
technologies and innovation that are available for their use. (Source: F&S Report) Bavistin, one of our longest-
running fungicide brands recorded 100% awareness among surveyed grape farmers, with usership increasing in
Kharif 2025 with over 40% of farmers identifying it as their preferred brand. (Source: F&S Report) Our brand,
Amora (launched in Financial Year 2022) for Soyabean section herbicide, has currently reached an awareness of
85% and holds a high wallet share among the herbicide segment and is emerging as one of the most preferred
brand. (Source: F&S Report) Our brand, Proclaim reported brand awareness of over 100% (Grapes - 95%;
Soyabean and Rice – 100%). (Source: F&S Report)
Building strong brands in crop protection and natural crop solutions is essential for building customer loyalty. We
have been active in building brands at farmers level. Some of the brands we have built over two decades, include
Missile (Insecticide), Abacin (Miticide), Mentor (Fungicide), Azotrix (Rice Fungicide), Sikosa (Rice Herbicide)
and ACM 9 (Wheat Herbicide). In our portfolio, Nutrozen is a key brand and is our flagship product used
across all major crops throughout India.
Also, we are among the most active acquirers in the Indian agrochemical space, having integrated iconic brands
such as Gramoxone (Syngenta), Bavistin (BASF), Dursban and Nurelle D (Dow), Tilt (Syngenta), Proclaim
(Syngenta), Blue Copper (Syngenta) and Furadan (FMC) into our portfolio. (Source: F&S Report) These
acquisitions have not only expanded our presence across herbicide and fungicide categories but have also provided
immediate market access through inherited customer equity and distribution channels along with enabling us to
build a strong brand equity with Indian farmers, supported by our product performance, a deep rural presence and
farmer-centric engagement. (Source: F&S Report)
Additionally, we are one of the leading companies in the seeds sector in India which has been consistent with
strategic acquisitions of strong brands and businesses from leading multinationals which have given access to
their customer base and increased market share. Our brand, Proagro, resonates with farmers across India. Compact
cylindrical-long panicles, excellent grain and fodder yields, lodging tolerance and wider adaptability are some of
the features of Proagro hybrids. (Source: F&S Report) Our field seed portfolio is also build around brands such
as Surpass, Mahalaxmi, Sadanand and the vegetable and flower business has brands such as Indus Seeds and
Seeds Plants and Science.
Set out below are two case studies in crop protection and natural crop solutions business on two of our innovative
farmer-focused products.
298Amora – for Soybean Farmers
For many years, soybean farmers struggled with weed
management. Weeds were reducing yields, and farmers
wanted something that offered broad-spectrum weed control,
longer duration of protection, and complete crop safety.
(Source: F&S Report) We introduced “Amora” in Financial
Year 2022 which is a broad-spectrum herbicide, safe on
soybean and longer-lasting protection.
Our field teams worked closely with farmers through farmer
meetings, demonstrations, field days, showing them usage of
Amora. Campaigns like “Jetega to Amora hi” and “Fir is bar,
Amora hai Tayyar” made the message simple, building
confidence at the grassroots level.
In five years, Amora has expanded to around 12 lakh acres of
soybean farming. Farmers now see Amora as the dependable
solution that gives them longer duration of weed control and
healthier crops.
Bavistin – a brand legacy
In the fast-paced world of agrochemicals, where
most products have a life cycle of just 8 to 10 years,
Bavistin has achieved something extraordinary by
being our longest running fungicide brand for over
five decades. (Source: F&S Report)
Bavistin is that extra layer of security to the
farmers. That’s why our tagline says it all:
“Jaroori tha. Jaroori hoon. Jaroori rahunga.” It
remains essential in modern agriculture and it will
continue to be essential, as we adopt sustainable,
productive, and technology-driven farming.
As of September 30, 2025, in relation to our crop protection products and natural crop solutions, we have 60
herbicide product brands, 57 insecticide brands, 34 fungicide products brands, 23 bio-stimulants and plant growth
regulators brands and while for our seeds business, we have a diversified portfolio of over 303 hybrid seeds,
comprising 97 field crop varieties, 176 vegetable seed varieties and 30 marigold seed varieties.
The breadth of our portfolio across crop protection products and natural crop solutions and seeds, combined with
continuous innovation through in-house R&D and collaborations with global partners, sustains brand relevance
and preference. As we launch new, locally adapted solutions at speed and scale, our brands remain closely
associated with improved farm outcomes yield, quality, and profitability thus reinforcing trust and widening our
customer base over time.
299Set out below are our key brands:
Set out below are details of revenue contribution from our domestic branded crop protection products natural crop
solutions business and domestic branded seeds business for the six months ended September 30, 2025, Fiscals
2025, 2024 and 2023.
300Business For the six months ended For the Financial year For the Financial year For the Financial year
September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Amount % of total Amount % of total Amount % of total Amount % of total
of revenue of revenue of revenue of revenue
revenue from revenue from revenue from revenue from
generated operations generated operations generated operations generated operations
(in ₹ (in ₹ (in ₹ (in ₹
million) million) million) million)
Domestic Branded Crop Protection products and natural crop solutions business
Crystal 6,967.83 54.91 11,362.66 63.61 9,464.71 66.91 10,609.40 74.13
(including
GreenAg)
Saffire 1,901.73 14.98 2,236.42 12.52 1,415.04 10.00 930.46 6.50
Branded 8,869.56 69.89 13,599.08 76.13 10,879.75 76.91 11,539.86 80.63
crop
protection
products
and
natural
crop
solutions
sales (A)
Domestic Branded Seeds business
Field 3,194.59 25.17 3,915.99 21.92 3,265.48 23.09 2,772.32 19.37
Crops
Vegetables 626.94 4.94 347.98(1) 1.95 - - - -
& Flowers
Domestic 3,821.53 30.11 4,263.97 23.87 3,265.48 23.09 2,772.32 19.37
Branded
Seeds
Sales (B)
Total 12,691.09 100.00 17,863.05 100.00 14,145.23 100.00 14,312.18 100.00
(A+B)
(1)I&B Seeds was acquired by our Company in October 2024 and accordingly, this reflects the revenue generated for five months only. For
details on the acquisition, see “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
Our on-ground farmer engagement strategy is built on a combination of traditional and digital touchpoints
including extensive use of mass media and TVCs which helps in strong brand building. Through our field teams
and sales and marketing employees, we organize crop demonstrations, field visits, and village-level meetings that
showcase product performance under local growing conditions. These engagements assist us to and improve brand
recall. We also support our sales and outreach activities through initiatives such as field days, farmer
demonstrations, meetings of various scales, Jeep campaigns, and knowledge-based competitions, enabling
grassroots-level awareness.
Our Seed business also organizes season-based, territory-level retailer conferences across India. In addition, it
conducts territory-level Pradhan Farmer Meetings to recognize and engage with progressive farmers. These
meetings serve as a platform to update them on our upcoming pipeline hybrids, R&D advancements, and new
initiatives. The Pradhan Farmers are influential and progressive growers who not only adopt our products but also
act as its brand ambassadors within their communities.
Additionally, we undertake digital and data-driven platforms to enhance farmer interactions and feedback. These
tools allow us to monitor engagement, provide advisory services, and improve complaint resolution and
responsiveness. Our increasing digital presence including image/video campaigns through social media, mobile-
based messaging, and virtual demonstration content allows us to reach farmers across geographies, irrespective
of physical constraints. For details of our rural presence and farmer centric engagements, see “- Our Strengths –
Operational excellence with focus on our multi-pronged go-to-market strategy” on page 301.
Operational excellence with focus on our multi-pronged go-to-market strategy
Our go-to-market strategy is built around understanding of customer journeys and pain points. We have a strong
distribution network and sales teams across all our businesses. Our two-brand architecture in crop protection
products and natural crop solutions, and supported by dedicated, non-overlapping distribution
301channels and separate sales teams, allows us to address distinct customer segments. We also have separate teams
for field crops and vegetable and flower seeds. We leverage our robust sales network to introduce new products
and scale quickly across geographies. Our pan-India footprint, on-ground demonstration programs, and reliable
in-season availability further strengthen brand recognition across crops, regions, and agri-climatic zones.
Over more than two decades, we have built our presence through organic expansion, growing our distribution
base to one of the highest in the category and the acquisition of established brands, giving us sustained visibility
among growers. (Source: F&S Report) As of September 30, 2025, we have a pan-India distribution network across
23 states and four union territories with an aggregate of 13,285 independent distributors, across business segments
and brands. Set out below is the break-up of independent distributors as of September 30, 2025.
Categories Number of independent distributors Number of sales territories
Crop protection products and natural crop solutions
6,982 304
3,712 172
Seeds
Field Crops 3,023 117
Flowers & Vegetables 846 165
We have presence and penetration within all states and union territories across India with a focus on the agriculture
intensive states (as identified in the F&S report. See “Industry Overview – Indian Crop Protection Market –
Overview” on page 228) such as Andhra Pradesh, Gujarat, Haryana, Madhya Pradesh, Maharashtra, Karnataka,
Punjab, Telangana, Rajasthan, Uttar Pradesh and West Bengal. Our extensive distribution network enables us to
launch our products effectively and allows us to increase the penetration of the products and developing the brands
and the products recognition among our customers. As of September 30, 2025, for our crop protection products
and natural crop solutions business, we have a brands sales team of 660 employees, including 121 field marketing
managers and for our seeds business, we have 361 employees, who are responsible for managing the distribution
channel and product promotion at the farmer level.
Details of our sales and marketing team as of September 30, 2025, are as set out below:
In addition, we also outsource farm advisory teams from third parties. Such outsourced teams are trained by us.
For our crop protection and natural crop solutions business under the brand, we call such teams as “Crystal
Doctors” and under the brand, such team is known as “Saffire Doctors”. As of September 30, 2025, there
were 1,108 Crystal Doctors and 285 Saffire Doctors. Additionally, as of September 30, 2025, for our seeds
business, we have 474 field officers dedicated to advise on seeds for field crops and 92 field officers dedicated to
advise on seeds for vegetables and flower seeds. These teams are deployed to interact directly with farmers to
promote our products and to educate the farmers in the correct farming techniques, to improve yields and
productivity.
Additionally, in order for us to manage our distribution processes efficiently, we have developed an in-house
mobile application called “MINE”. The platform is for sales application, purpose-built to streamline order
booking, returns management, stock visibility, and customer onboarding. It allows the field sales team with real-
time access to customer credit status, overdue checks and transactional history which is fully integrated with SAP
S4 HANA Rise. The platform creates a seamless flow of information between the field and enterprise systems.
In relation to our agrochemical and seed business, we have undertaken various digital initiatives with the objective
of improving operational efficiency, strengthening customer engagement and data-driven decision making. These
302digital initiatives for: (i) our agrochemical business includes , , , and
; and (ii) our seed business includes , , , and
. For details, see “Our Business – Information Technology” on page 336.
We have held a trademark registration containing the names and for 10 years each and the trademark
is valid up to June 14, 2033. Our products are marketed across India through our brands and some of
which have been in existence for several years. We are able to generate demand for our brands through our
marketing activities, which are directed towards independent distributors, agricultural consultants and also
undertake various employee-oriented programs including annual conferences, structured performance reviews,
rewards and recognitions as set out below:
CRYSTAL BRAND INITIATIVES
SAFFIRE BRAND
INITIATIVES
303SEEDS BRAND INITIATIVES
*The limits indicated in the infographic represent net revenue from each business partner for the respective financial year.
Vertically integrated manufacturing operations backed by robust R&D capabilities and strong supply chain
Our manufacturing operations are vertically integrated, from the development to commercialization of our
products, implementing quality control and undertaking testing, training, process development and improvement,
and product packaging, thus enabling greater control over each such function.
We source our raw materials from manufacturers and appointed partners. We also have exclusive import
agreements with certain suppliers from China for specific active ingredients, ensuring a steady supply. Certain
raw materials are also sourced from countries such as Japan, Taiwan and the United States of America Our
diversified supply chain, in-house manufacturing and job working enables us to reduce dependency on any single
source of supply.
Manufacturing capabilities for our crop protection products and natural crop solutions – We currently develop
and manufacture our formulation products in India at four primary units: Haryana Formulation Unit, Gujarat
Formulation Unit, and Jammu Unit 1 and Jammu Unit 2, which are integrated set-ups to develop new processes
and improve existing ones. As of September 30, 2025, our formulation manufacturing units, Haryana Formulation
Unit, Gujarat Formulation Unit and Jammu Formulation Units together had an aggregate installed capacity of
75,962 MT. We also operate two Technicals manufacturing facilities: Gujarat Technical Unit and Maharashtra
Technical Unit. As of September 30, 2025, our technical manufacturing units, together had an aggregate installed
capacity of 3,456 MT. In addition to the above, we also have a Technical Pilot Unit on an area spanning over 950
sq. mtrs. which houses a kilo lab having area of approx. 425 sq. mtrs. and a quality lab including, facilitating
small-scale trials, process testing, and quality evaluation of new and existing products prior to large-scale
commercial manufacturing.
The Maharashtra Technical Unit and Gujarat Technical Manufacturing Unit are strategically located within major
industrial estates, close to key agricultural markets. Their proximity to ports and strong industrial infrastructure
makes them ideal for both domestic distribution and export operations, providing a competitive advantage and
supporting long-term business growth. (Source F&S report) We have been consistently expanding our technical
manufacturing capabilities year on year. This growth is driven by continuous innovation, upgraded infrastructure,
and a strong focus on operational excellence.
Manufacturing capabilities for Seeds: In relation our seeds business, for field crops we operate two seed
processing units for field crops at Hyderabad, Telangana and for vegetable and flower seeds, one seed processing
unit in Bengaluru, Karnataka which dries, grades, treats and packs seeds having an aggregate installed capacity
of 40,998 MT and 1,722 MT respectively.
304Details of our manufacturing capabilities are as set out below.
Manufacturing Actual Owned/Leased Installed Products manufactured/ Purpose
Unit covered/bui capacity as of
lt up area September
(in sq. mtrs) 30, 2025
(MTPA)
Crop protection products and natural crop solutions
Haryana 8,728.00 Owned 36,180.00 All insecticide and herbicides formulation -
Formulation wettable powder/ soluble liquid/ emulsifiable
Unit concentrate/ suspension concentrate/ water
dispersible granules/ granules formulation
Gujarat 4,935.14 Leased for 99 18,000.00 All insecticide and herbicides formulation-
Formulation years wettable powder/ soluble liquid/ emulsifiable
Unit concentrate/ suspension concentrate formulation
Jammu Unit 1 4,406.00 Leased for 90 12,438.00 All insecticide and herbicides formulation
years wettable powder/ soluble liquid/ emulsifiable
concentrate/ suspension concentrate formulation/
water dispersible granules/ granules formulation
Jammu Unit 2 3,825.20 Leased for 90 9,344.00 All insecticide and herbicides formulation
years wettable powder/ soluble liquid/ emulsifiable
concentrate/ suspension concentrate formulation/
water dispersible granules/ granules formulation
Maharashtra 27,135.00 Leased for 95 2024.00 Insecticides such as Thiamethaxom, Pymterozine,
Technical Unit years Thiahlopride, Chlorantraniliprole, Diafenthiuron
and Flonicamid
Fungicides such as Metiram, Diamethamorph,
Propiconazole, Tricyclozole and Epoxyconazole
Gujarat 26,304.00 Leased 1,432.00 Herbicides such as Quizalofop Ethyl
Technical Unit Clodinafop, Safener, Bispyribac Sodium,
Pretilachlor, Metribuzin, Penoxulam,
Pyrazosulfuron Ethyl, Halosulfuron Methyl,
Oxadiazon, Pyroxasulfone
Technical Pilot 950.00 Owned NA* The unit undertakes systematic pilot trials
Unit emphasizing process optimization, safety reviews
including Hazard and Operability (HAZOP)
studies and risk assessments, and quality
validation. Data generated during trials form the
basis for Standard Operating Procedures (SOPs),
Piping and Instrumentation Diagrams (P&IDs),
and Process Flow Diagrams (PFDs), ensuring
efficient technology transfer to commercial
manufacturing.
Seeds
Field crops
Seed Processing 21,179.00 Leased for six 33,476.00 Pearl millet, fodder millet, sorghum, fodder
Unit - Sumathi years sorghum, maize, fodder maize, paddy, mustard
Seeds, and cotton
Telangana
Seed Processing 4,534.00 Leased for five 7,522.00 Peal millet, maize, paddy, fodder sorghum
Unit-Pinaka years
Seeds,
Telangana
For vegetable and flower seeds
Seed Processing 3,211.94 Leased for three 1,722.00 Vegetables and flower seeds
Unit, Bengaluru years
*Only for pilot trials
Health, safety and sustainability measures are at the core of our operations. Our formulation manufacturing units
are accredited with environmental management system standard ISO 14001: 2015. We place emphasis on strict
quality control to ensure the reliability of our products and have implemented a quality control system for
monitoring the entire manufacturing process, identifying potential areas for improvement and taking actions for
continuous optimization. Our manufacturing units are accredited with quality management system standard ISO
9001: 2015.
305We have historically made significant investments aggregating to ₹1,628.86 million, to increase our
manufacturing capacity during the six months ended September 30, 2025, Fiscals 2025, 2024 and 2023. We
continue to invest heavily in manufacturing to strengthen our cost position, reduce reliance on third parties and
other countries, and ensure a stable, resilient supply chain thus supporting better gross margins over time. In order
to enhance our presence and by leveraging our experience and know-how, we propose to set up the Proposed
Gujarat Plant on industrial area admeasuring 125,714.60 sq. mtrs acquired by us in Gujarat Industrial
Development Corporation, pursuant to the provisional transfer order dated November 11, 2025. The Proposed
Gujarat Plant is proposed to have automated machinery to ensure the safety of our employees.
Strategic acquisitions and successful integration of growth opportunities
In addition to generating organic growth opportunities, we have a demonstrated history of integrating acquisitions
with our business and consolidating our position in the agrochemical and seed industry. We follow a disciplined
and strategic approach to acquisitions and have a track record of efficiently integrating acquired businesses,
realizing growth synergies, and expanding our position in the market, enabling us to continue to deliver superior
value to our customers.
Our Company, from time to time, evaluates options for strategic acquisitions, the impact on business value chain,
and how such targets may complement our business geographically and help in deepening our scientific
capabilities and expand to various business verticals. Our acquisition strategy also includes identifying highly
rated brands with proven product-market fit in specific geographies. For instance, we have undertaken the
following acquisitions in the past:
Year Name of entity Brands/ business acquired Benefits accrued
Crop Protection products and natural crop solutions
2 012 Cheminova India Limited Luphos To add this brand in our portfolio and to
increase our Company’s visibility and reach.
2016 BASF SE, Germany Bavistin To add this brand in our portfolio as it was a
well-known brand (as identified in the F&S
report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2019 FMC India Private Furadan 3G, Furadan Ultra To add these brands in our portfolio as they
Limited and Cheminova Splendour, Affinity Force and were well-known brands (as identified in the
India Limited Metcil F&S report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2018 Syngenta Participations Proclaim, Tilt and Blue Copper To add these brands in our portfolio as they
AG and Syngenta India were well-known brands (as identified in the
Limited F&S report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach. These
were acquired to help us in our geographic
expansion in Maharashtra and Karnataka and
also to increase our market share in the
insecticides market specifically for
Emamectin. Additionally, each of these have
multi-crop products and are used across
various geographies
2019 Dow AgroSciences LLC Dursban, Predator and Nurelle To add these brands in our portfolio as they
D were well-known brands (as identified in the
F&S report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
306Year Name of entity Brands/ business acquired Benefits accrued
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2023 Syngenta Limited and Gramoxone To add this brand in our portfolio as it was a
Syngenta India Private famous brand (as identified in the F&S
Limited report. See “Industry Overview –
Operational & Financial Benchmarking –
Key Players – branded Formulation Crop
Protection Chemicals Market – M&A and
Collaborations” on page 270) and to increase
our Company’s visibility and reach.
2024 Bayer Intellectual Brand Sunrice in India, To expand our agrochemicals brand portfolio
Property GmbH and Bayer Thailand, Bangladesh and
CropScience Vietnam; Technology know-
Aktiengesellschaft how, patent of Ethoxysulfuron
mixture
Seeds
2011 Rohini Seeds Private Acquisition of 100% equity To enter the seeds market and to strengthen
Limited from Rohini shares* our presence in the agriculture inputs market
Bioseeds and Agritech
Private Limited and Aviral
Chemicals Private Limited
2018 Syngenta India Grain Sorghum, Fodder To expand our seeds product and to have
Sorghum and Pearl Millet seeds better R&D and intellectual property rights
business, R&D assets along
with people and related
intellectual property rights
2021 Bayer Bio Science Private Seeds business portfolio To expand our product portfolio of seeds for
Limited and Bayer Crop including Cotton, Pearl Millet field crops
Science and Mustard Seeds
2023 Kohinoor Seeds Fields Business under the ‘Sadanand’ To increase our market share in cotton seeds
India Private Limited brand of Cotton Seeds along
with related breeding assets
2024 I&B Seeds Private Acquisition of 100% equity To expand our seeds portfolio and to enter
Limited shares into vegetables and Marigold seeds business.
Manufacturing Facilities
2018 Cytec India Immoveable property and assets To expand our Technicals manufacturing
such as: (i) lease rights of the capabilities and to manufacture our products
land, and the buildings and in India
structures constructed thereon;
and (ii) assets (plant and
machinery, equipment,
furniture, fixtures and other
assets
*We acquired 90% of the equity shareholding in Rohini Seeds Private Limited in Fiscal 2011, followed by the acquisition of the remaining
10% in Fiscal 2014.
Additionally, pursuant to the acquisition set out above, we have undertaken steps to scale-up revenues for certain
of our business/ brands that we have acquired into our existing operations and strengthen their respective
commercial performance supported by our established distribution network and enhanced operational capabilities.
Set out below are the details of revenue scale-up for certain of our business/ brands that we have acquired.
Year of Name of the entity Brands/ Business Acquired Post acquisition Revenue in
acquisition Fiscal revenue Fiscal 2025 (in ₹
(in ₹ million) million)
2016 BASF SE, Germany Bavistin 544.59 839.18
2018 Syngenta India Fodder, Grain Sorghum, Pearl Millet 205.15 672.82
2018 Syngenta Proclaim, Tilt and Blue Copper 1,383.94 1,826.60
Participations AG and
Syngenta India
Limited
2019 FMC India Private Furadan 3G, Furadan Ultra and 463.32 850.26
Limited and Splendour
Cheminova India
Limited
307Year of Name of the entity Brands/ Business Acquired Post acquisition Revenue in
acquisition Fiscal revenue Fiscal 2025 (in ₹
(in ₹ million) million)
2020 Dow AgroSciences Dursban, Predator and Nurelle D 253.14 355.52
LLC
2021 Bayer Bio Science Cotton, Pearl Millet and Mustard 2,000.50 2,097.08
Private Limited and Seeds
Bayer Crop Science
Diversification across business verticals, geographies, product categories and crops
According to the F&S Report, the Indian crop protection industry has grown steadily over the past five years,
supported by structural shifts in agriculture, evolving pest dynamics and a gradual move toward more targeted
solutions. The market was valued at about USD 5.52 billion in Fiscal 2025 up from USD 4.05 billion in Fiscal
2020, and is expected to reach approximately USD 8.5 billion by Fiscal 2030. This represents a healthy expansion
that reflects both rising awareness among farmers and a diversification of product categories. Within this, active
ingredients accounted for about USD 3.43 billion in Fiscal 2024, while formulations contributed around USD 4.74
billion. The share of formulations continues to rise as farmers show greater preference for ready-to-use products
and as branded players extend their reach through localized offerings suited to specific crops and regional pest
patterns.
The global seed industry is estimated to be valued at USD 51.9 billion in Fiscal 2025. It has grown with a CAGR
3.2% from Fiscal 2018. (Source: F&S Report) Further, the industry is forecasted to reach USD 68.0 billion by
2030 with a CAGR 5.6%. (Source: F&S Report) The Indian seed market is estimated at USD 3.9 billion in Fiscal
2025 and it is increasing at a CAGR of 7.4% from 2025–2030. (Source: F&S Report) By Fiscal 2030, it is
anticipated to reach a value of USD 5.6 billion. It includes hybrid, OPV and GMO seeds. The market for seeds is
increasing as a result of the increased demand for food, animal feed, and biofuels. (Source: F&S Report)
With our diversified portfolio of products, we are well positioned to capture the growth in agrochemical and seed
markets. Our business is significantly diversified across business verticals and product categories and crops,
brands and geographies stabilize revenue across product categories and markets, and optimize margins through a
blend of proprietary manufacturing and strategic procurement.
Business Vertical Diversification – Our business primarily comprises sale of crop protection products and natural
crop solutions and seeds in both domestic and international markets.
Domestic Branded Business: Our domestic branded business comprises sale of various (i) branded crop protection
products and natural crop solutions for which we hold 583 registrations across 23 states and three union territories
in India, and in relation to which, we hold 18 product patents as on the date of this Draft Red Herring Prospectus.
(ii) branded seeds wherein we undertake sale of hybrid seeds, details of which are as set out below.
Domestic brand Brands Products sold
business
Branded crop • Herbicides such as Sikosa, Amora, Gramoxone, Topper 77 and
(which includes
protection products Riceact
; division) and
and natural crop • Fungicides such as Bavistin, Blue Copper, Mentor and Tilt
solutions • Insecticides such as Missile, Proclaim, Abacin, Voltax, Jivora and
Proclaim Xtra
• combinations thereof
• natural crop solutions comprising bio-stimulants, bio-protectants,
plant growth regulators, liquid fertilizers and micro, such as
Nutrozen, Crystophiza, Talwar Zinc Super-14
Branded seeds For field crops, • Portfolio of 97 hybrid varieties of field crops which includes:
corporate brand is cotton, mustard, millet, sorghum and fodder crops, maize, wheat
and rice.
, and product
• Portfolio of 176 hybrid varieties of vegetable crops which
brands are ,
includes: capsicum, chili, tomato, sweetcorn, watermelon and
and other vegetables
For vegetable and • Portfolio of 30 hybrid varieties of marigold flower seeds
flowers seeds,
and
308Domestic Corporate Business: We undertake the sale of Technicals, formulations and seeds (on a bulk and packed
basis) to institutional customers, and also co-market our proprietary formulations through other brand players. We
have entered into collaboration agreements with multi-national companies such as Bayer CropSciences Limited
for product development and co-development for crop protection chemicals wherein we custom develop
formulations for the Indian market and region and Corteva Agriscience India Private Limited (“Corteva”) for
development of insecticide products based on the patented product of Corteva mainly for sucking pests on rice,
cotton and vegetables. These arrangements expand our reach and speed to market with low operating expense,
also expands our procurement efficiencies. They also provide us with insight into molecule trends and create a
pipeline of projects and customers as we introduce new products.
International business: Under our international business, we sell our crop protection products and natural crop
solutions and seeds to multiple jurisdictions, as set out below. Our international business is characterized by
different go-to-market strategies wherein, undertake direct exports of Technicals to institutional customers in the
overseas markets. We hold 78 product registrations as of September 30, 2025, across 19 overseas jurisdictions
including registrations in Europe and Brazil.
Product category Products sub-categories exported Jurisdictions
Crop protection Formulations and Technicals such as Herbicides, Primarily Turkey, UAE, Bangladesh,
products and natural Fungicides, Insecticides and Natural Crop Solutions Nepal, Nigeria, Tanzania, Zimbabwe,
crop solutions South Africa, Egypt and Indonesia
Seeds Field crops such as fodder, maize, sorghum. Primarily Japan, Bangladesh, Nepal,
Vegetable crops such as okra, tomato, hot pepper, United States of America and Thailand
gourd and capsicum. Flowers such as marigold and
petunia.
Set forth below are details of revenue contribution from our domestic branded, domestic corporate and
international business for the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively,
which reflect the significant diversification of our businesses and revenue streams:
Business For the six months ended For the Financial year For the Financial year For the Financial year
September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Amount of % of total Amount % of total Amount % of total Amount % of total
revenue revenue of revenue of revenue of revenue
generated from revenue from revenue from revenue from
(in ₹ operations generated operations generated operations generated operations
million) (in ₹ (in ₹ (in ₹
million) million) million)
Domestic Branded business
Branded Crop 8,869.56 45.89 13,599.08 51.09 10,879.15 49.89 11,539.86 48.89
Protection
products and
natural crop
solutions
Branded Seeds 3,821.53 19.77 4,263.97 16.02 3,265.48 14.98 2,772.32 11.74
Domestic 12,691.09 65.66 17,863.05 67.11 14,145.23 64.87 14,312.18 60.63
Branded Sales
(A)
Domestic Corporate business
Crop Protection 6,044.21 31.27 8,017.79 30.12 7,021.42 32.20 8,653.46 36.66
products and
natural crop
solutions
Seeds 296.90 1.54 276.11 1.04 147.00 0.67 121.02 0.51
Domestic 6,341.11 32.81 8,293.89 31.16 7,168.42 32.87 8,774.48 37.17
Corporate Sales
(B)
International business
Crop Protection 242.37 1.25 393.20 1.48 466.00 2.14 485.83 2.06
products and
natural crop
solutions
Seeds 53.62 0.28 68.82 0.26 25.69 0.12 32.55 0.14
International 295.99 1.53 462.02 1.74 491.69 2.25 518.38 2.20
Sales (C)
309Business For the six months ended For the Financial year For the Financial year For the Financial year
September 30, 2025 ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Amount of % of total Amount % of total Amount % of total Amount % of total
revenue revenue of revenue of revenue of revenue
generated from revenue from revenue from revenue from
(in ₹ operations generated operations generated operations generated operations
million) (in ₹ (in ₹ (in ₹
million) million) million)
TOTAL SALES 19,328.19 100.00 26,618.96 100.00 21,805.35 100.00 23,605.04 100.00
(A+B+C)
Diversification of products, crops and seeds – We follow an approach where we prioritize the requirements of
farmers and change our product mix in response to market needs to provide new age products. Our portfolio of
formulations for crop protection products such as fungicides, herbicides, insecticides and natural crop solutions
and soil health products serves a range of different crops such as paddy, cotton, maize, soyabean, chilies,
vegetables, sugarcane, wheat, fruits, pulses and others. Similarly, our seeds portfolio is also diversified across
field crops and vegetable crops & flowers. Our products cover key crops: (a) field crops which includes cotton,
mustard, millet, sorghum, fodder crops, maize and rice, (b) vegetable crops which includes vegetables such as for
capsicum, chili, tomato, sweetcorn, watermelon and other vegetables; and (c) flower seeds such as marigold seeds.
The most significant change in India’s crop protection landscape lies in the rise of herbicides. Their share in total
market value has increased sharply, even as volume growth remains moderate. This is not simply a function of
acreage expansion it stems from a higher willingness to pay for performance. As labour costs rise and manual
weeding becomes less viable, farmers are adopting multi-stage herbicide programs that combine pre and post
emergent products, often with differentiated chemistry suited to soil and water conditions. While fungicides
continue to account for slightly higher physical volumes, herbicides have nearly closed the gap in value
contribution. This transition illustrates how technology, mechanisation, and precision application are beginning to
define competitiveness in the Indian crop protection market. (Source: F&S Report)
Building on these structural shifts in weed-management practices, the broader herbicides segment nonetheless
witnessed a correction from FY23 to FY24. Uneven and delayed monsoons across major rice and soybean belts,
elevated channel inventories carried from prior seasons, softer farm-gate prices, and a compressed spraying
window due to delayed sowing collectively tempered category demand. Additionally, value contraction was
amplified by global price corrections in key molecules and tighter regulatory oversight in selected states. FY25,
however, marks a clear recovery, with most estimates placing category expansion in the 8–12% range as
inventories normalize and demand stabilizes. Within this recovery environment, Crystal Crop has been one of the
few companies who grew at a materially higher rate of about 32-34% over FY24, supported by a more balanced
herbicide portfolio, increasing adoption of its selective chemistries, and strong execution in core cropping
markets.(Source: F&S Report)
Our revenue split in various product categories are set below for the six months ended September 30, 2025, Fiscals
2025, 2024 and 2023:
Particulars Six months % to Financial % to Financial % to Financial % to
ended Revenue Year 2025 Revenue Year 2024 Revenue Year 2023 Revenue
September from (in ₹ from (in ₹ from (in ₹ from
30, 2025 Operations million) Operations million) Operations million) Operations
(in ₹
million)
Crop protection products and natural crop solutions
Fungicide 3,265.56 16.87 5,530.99 20.71 4,491.03 20.50 4,743.63 20.02
Herbicide 5,266.20 27.20 7,834.59 29.33 5,870.43 26.79 7,468.73 31.52
Insecticide 5,873.60 30.34 7,302.88 27.34 6,849.62 31.26 6,892.40 29.09
Non Chemical 137.81 0.71 393.63 1.47 565.47 2.58 836.09 3.53
Solutions
including Bio
stimulants and
biologicals
Others 612.97 3.16 947.98 3.55 590.63 2.70 738.30 3.12
Total (A) 15,156.14 78.28 22,010.07 82.41 18,367.18 83.82 20,679.15 87.28
310Particulars Six months % to Financial % to Financial % to Financial % to
ended Revenue Year 2025 Revenue Year 2024 Revenue Year 2023 Revenue
September from (in ₹ from (in ₹ from (in ₹ from
30, 2025 Operations million) Operations million) Operations million) Operations
(in ₹
million)
Seeds
Field crops 3,511.38 18.14 4,302.59 16.11 3,544.31 16.18 3,013.29 12.72
Vegetable 693.16 3.58 396.20 1.48 - - - -
crops &
Flowers
Total (B) 4,204.54 21.72 4,698.79 17.59 3,544.31 16.18 3,013.29 12.12
Total (A+B) 19,360.68 100.00 26,708.86 100.00 21,911.49 100.00 23,692.44 100.00
Geographic diversification: Our distribution network is focused on the agriculture intensive states of India such
as Andhra Pradesh, Gujarat, Haryana, Madhya Pradesh, Maharashtra, Karnataka, Punjab, Telangana, Rajasthan,
Uttar Pradesh, and West Bengal (as identified in the F&S report, see “Industry Overview – Indian Crop Protection
Market – Overview” on page 228), which has allowed us to have a significant presence and penetration across
India. Set forth below are details of revenue contribution of branded products from the North, East, West and
South regions in India for the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively,
as a percentage of our domestic branded sales:
Region Six months % to Financial % to Financial % to Financial % to
ended Revenue Year 2025 Revenue Year 2024 Revenue Year 2023 Revenue
September from (in ₹ from (in ₹ from (in ₹ from
30, 2025 Operations million) Operations million) Operations million) Operations
(in ₹
million)
North 2,969.92 23.41 3,893.45 21.80 3,316.89 23.45 3,031.92 21.18
East 1,136.29 8.95 1,800.71 10.08 1,533.65 10.84 1,463.16 10.22
West 4,827.94 38.04 6,992.22 39.14 5,527.92 39.08 5,577.77 38.98
South 3,756.94 29.60 5,176.67 28.98 3,766.77 26.63 4,239.33 29.62
Total 12,691.09 100.00 17,863.05 100.00 14,145.23 100.00 14,312.18 100.00
Note: The following states and union territories come under each of the regions:
i) North – Jammu & Kashmir, Himachal Pradesh, Punjab, Haryana Uttarakhand, Uttar Pradesh, Delhi and Chandigarh
ii) East -Bihar, Jharkhand, Assam, Manipur, Tripura, Orissa, West Bengal and Chhattisgarh
iii) West – Rajasthan, Gujarat, Maharashtra, Goa and Madhya Pradesh
iv) South - Andhra Pradesh, Telangana, Karnataka, Kerala, Puducherry and Tamil Nadu
Our geographical diversification for business allows us to leverage different market dynamics and reduce
dependency on any single region.
Multi-generational leadership supported by qualified and experienced management and marquee investor
We have benefited from the continued leadership and guidance of our Promoters, beginning with our founder and
Promoter, Nand Kishore Aggarwal who is our Chaiman Emeritus, and who leveraged his experience in the
agrochemical industry to drive our establishment as a recognized manufacturer and distributor of agrochemicals.
He holds a degree of bachelors of science from University of Delhi, Delhi. He has been awarded with ABSA 2025
Lifetime Achievement Award for his outstanding contribution to India’s agricultural sector from RAY Consulting
and Hurun India Trailblazer in Agricultural Solutions Award at the Hurun India Most Respected Entrepreneurs
Awards 2025. He is also appointed as Co-Chair of the ASSOCHAM Council on Agri Industries and Farming
Practices for the Financial Year 2026. He is also holding the office of Chairman for Chemicals & Plastics
Committee in PHD Chamber of Commerce.
Our second-generation Promoter, Ankur Aggarwal who is our Chairman and Managing Director has been
associated with our Company since 2004 and was instrumental in focussing towards branded product
development, R&D, digitisation and diversification into the seed business. He holds a graduate diploma in
business administration from the Amity Business School, Noida, Uttar Pradesh, India and a Master of Science
degree in strategic marketing from De Montfort University, United Kingdom. He completed the 52nd session of
the Owner/President Management Program from Harvard Business School. He also holds the office of Chairman,
CropLife India and is a governing council member of Agro Chem Federation of India (ACFI), member of the
Confederation of Indian Industry and member of YPO Delhi Chapter.
311The multi-generational guidance of our Promoters enables us to leverage contemporary market insights and
governance standards into our business and strategy, and further technological advancement in our operations,
whilst maintaining a cohesive and stable leadership structure that is aligned with the founding family ethos.
Our Promoters, who have cumulatively over 50 years of industry experience in the agrochemicals industry are
supported by our Board of Directors and senior management team, comprising professionals from diverse
backgrounds with experience in agrochemical and seed industry.
We also have experienced professionals with substantial sectoral experience in significant aspects of our business
including, among others:
• Anil Jain, Executive Director- Strategy and Operations who is responsible for shaping our long-term
strategic direction while ensuring operational excellence across all business units. His role combines
high-level strategic planning with hands-on execution, driving transformation, innovation and
profitability in a competitive agrochemical landscape.
• Sarjiwan Manhas, Chief Sustainability Officer and Head GreenAg, who is responsible for leading our
sustainability strategy and overseeing the GreenAg division focussing on climate-smart agriculture,
regenerative practices and green product innovation.
• Anil Nirwal, Chief Business Officer (Institutional Business) and Chief Executive Officer, Saffire, who is
responsible for developing and executing institutional sales strategy, building and nurturing high value
partnerships, leading tendering, bidding, contract negotiation and leading the strategic and operational
performance of Saffire.
• Satyender Singh, Chief Executive Officer - Seeds, who is responsible for leading the strategic,
operational and commercial direction of our seeds division. He is responsible for driving innovation,
expanding market share and delivering sustainable growth across domestic and international markets.
• Sohit Satyawali is the Chief Business Officer (Crystal Brands Business), of our Company. He is
responsible for leading our domestic sales strategy, driving revenue growth, market share expansion and
channel excellence across India. He is also responsible for overseeing the field operations, sales
operations, sales planning and customer engagement to deliver sustainable business performance.
• Narinder Kumar Arora is a Business Advisor to our Company. He is responsible for leading our strategic
initiatives to expand our footprint across institutional and enterprise clients. He is also responsible for
identifying new business opportunities, forging long-term partnerships, and driving revenue growth
through tailored agrochemical solutions for large-scale buyers including agribusinesses, cooperatives,
food processors, and government agencies.
For further details on our management team and their qualifications, see “Our Management – Brief profiles of
our Directors” and “Our Management – Key Managerial Personnel and Senior Management” on pages 391
and 407, respectively.
In addition to the above, our management is supported by the technical qualifications and industry experience of:
• Kamel Beliazi, the President of CatShark Advisory, International Business Consultant, having
experience of three decades with an multinational. He through his association with CatShark Advisory
is responsible for growing our international business which includes advising on selection of right
products for which patent applications should be extended outside India, identification of potential
molecules, advising on potential countries for registering these molecules and finding the right partners
in these countries. He is also responsible for collaboration with global multinationals for supply of
products and supports mergers and acquisitions process of portfolio or companies;
• Dr. Wolfram Sirges, Consultant - Supply Chain and Manufacturing, based in Germany with over three
decades of experience in an German multinational, including serving as Head of Industrialization. He
provides guidance to our Company in developing a stable roadmap for active ingredients in India and
driving our global business growth, including entering into strategic supply-chain agreements with
multinational companies for the supply of active ingredients and/or intermediates.
312Over the years, we have also benefitted from the support and experience of our private equity investor,
International Finance Corporation and IFC Emerging Asia Fund, LP.
Our strategies
Below are the strategies in relation to our business, which have been approved by way of a resolution passed by
our Board of Directors at their meeting held on December 17, 2025.
Enhancing our R&D capabilities to focus on portfolio innovation and proprietary product development and to
invest in new registrations
We aim to further increase our focus on research and development and continually expand our product portfolio
by adding new products to expand our market share in new as well as existing markets. Leveraging our robust
R&D capabilities, we have built an extensive portfolio of innovative crop protection products and natural crop
solutions designed to tackle the real challenges faced by Indian farmers. For details of innovative products
developed by us in the last five years, such as ‘Amora’, ‘Azotix’, ‘Jivora’ and details of our R&D efforts towards
seeds business see “- Our Strengths – Strong R&D Capabilities backed by advanced technology infrastructure
and collaborations” on page 291.
The table below sets forth details of our expenditure towards R&D and as a percentage of our Total Expenses and
Revenue from Operations, respectively for the period/ years indicated:
Particulars As of and for six As of and for As of and for As of and for Fiscal
months ended Fiscal ended Fiscal ended ended March 31,
September 30, March 31, 2025 March 31, 2024 2023
2025
Research and development 323.32 595.88 476.85 401.11
expenses including capital
expenses (in ₹ million)
Research and development 1.80 2.31 2.19 1.64
expenses as a percentage of
Total Expenses (including R&D
capital expenditure) (%)
Research and development 1.63 2.21 2.14 1.60
expenses as a percentage of
Revenue from Operations (%)
We intend to increase our investment in R&D to further strengthen our innovation capabilities and technological
depth. Our ongoing efforts are focused on developing novel, eco-friendly formulations based on biosurfactant
combinations with diverse modes of action. These innovations aim to enhance efficacy, ensure environmental
compatibility, and address the growing challenge of pest resistance through sustainable chemistry and formulation
design. We aim to place greater emphasis on filing patents covering a wide spectrum of chemical and biological
innovations. This includes protecting novel molecules, unique formulations, biosurfactant-based technologies, and
integrated chemical-biological crop protection solutions. Strengthening our intellectual property portfolio will not
only safeguard our innovations but also enhance our global competitiveness and long-term value creation through
continuous scientific advancement.
To reinforce our R&D infrastructure, we are expanding our team of qualified scientists across multiple disciplines,
including organic and physical chemistry, formulation chemistry, microbiology, plant physiology, and agricultural
sciences. Strengthening our human capital is critical to fostering a multidisciplinary approach to innovation. We
have been consistently adding new R&D professionals to support product testing, validation of research outcomes,
and the development of formulations aligned with emerging market and regulatory requirements. Continuous
313training programs and collaborations with premier academic and research institutions across India are also being
pursued to ensure scientific excellence and the adoption of cutting-edge technologies.
We strongly believe that sustained investment in R&D, coupled with the effective utilization of our existing
expertise and infrastructure, will provide long-term growth opportunities and better position us to remain at the
forefront of technological advancement in the agrochemical industry. This strategic focus will enable us to meet
evolving market dynamics while contributing to the broader goals of sustainable and resilient agriculture.
Build strong, sustainable business including by way of investment in technology and expanding our branded
business
The Indian crop protection industry has grown steadily over the past five years, supported by structural shifts in
agriculture, evolving pest dynamics and a gradual move toward more targeted solutions. The market was valued
at about USD 5.52 billion in Fiscal 2025 up from USD 4.05 billion in Fiscal 2020, and is expected to reach
approximately USD 8.5 billion by Fiscal 2030. This represents a healthy expansion that reflects both rising
awareness among farmers and a diversification of product categories. Within this, active ingredients in crop
protection accounted for about USD 1.39 billion in Fiscal 2025 estimated to reach USD 5.68 billion Fiscal 2030.
The total crop protection market inclusive of technical and formulations was estimated to have grown from USD
5.95 billion in Fiscal to USD 13.03 in Fiscal 2030. (Source: F&S report)
According to the F&S Report, key growth drivers for the Indian crop protection industry include:
• Increase in yields of major crops;
• Increase in crop acreages;
• Growth in minimum support price; and
• Rising role of Indian contract development and manufacturing organization in agrochemicals.
With a view to further increase our market share, we intend to augment our sales of our branded crop protection
products and natural crop solutions and branded seeds to our customers. Towards this objective, we intend to
expand our on-ground distribution presence through investments in localized infrastructure, sales and marketing
teams as well as extension of distribution continue to leverage our relationships with our existing customers
through cross-selling of our products. We intend to build a strong sustainable business model by further expanding
our branded products sales and also by making investments towards manpower with continuous investments to
enhance the skills of our team, increased field trials and technology advancements including by investment in
artificial intelligence.
We continue to invest in digital tools and technologies to streamline operations and enhance scalability. For details
of digital initiatives taken by us, see “- Our Strengths - Operational excellence with focus on our multi-pronged
go-to-market strategy” on page 301.
According to the F&S report, artificial intelligence and generative artificial intelligence are driving innovation in
the seed sector. These technologies lead to more effective, sustainable agriculture and improved food security by
facilitating the development of improved crop varieties with desired traits, quicker and more accurate quality
assessments, precise field management using drone technology, and data-driven decision-making throughout the
seed value chain. Towards ensuring our business sustainability, we also plan to invest in artificial intelligence.
Continue to undertake collaborations for new product development
Our Company is actively engaged in multiple collaborative R&D programs with global agrochemical and
biotechnology organizations, including Bayer, Battelle-Mitsui and several other partners. These strategic
collaborations are aimed at accelerating innovation across both chemical and biological domains of crop
protection, ensuring sustainable and science-driven agricultural solutions.
We have signed four agreements to develop products for various strategic segments. The first such agreement has
already been commercialized in Fiscal 2023. The objective is to develop next-generation, environmentally
responsible crop protection molecules and formulations that offer improved efficacy and crop safety. With Battle
Masi, we are collaborating on formulation development of innovative pre- and post-emergence herbicides for rice
to address challenging weed flora under diverse field conditions
In addition, our Company is also strengthening its biological research portfolio through partnerships with
microbial-based R&D companies. These collaborations focus on developing advanced biofertilizers, bio-
stimulants that enhance nutrient uptake efficiency, restore and enrich soil microbial diversity, and promote resilient
crop growth under variable agro-climatic conditions.
314For our seeds business, we have established ourselves as a progressive force in the Indian seed industry, actively
engaging in strategic collaborations and technology partnerships to drive innovation and sustainable growth. We
have signed several key agreements aimed at enhancing crop performance, farmer profitability, and industry
advancement (Source: F&S Report) We have entered into a sub-license agreement to utilize the Bollgard II® insect
resistance trait in its cotton hybrids, a technology that has been instrumental in strengthening its cotton seed
portfolio. In addition, we have signed a commercial agreement with BASF to integrate the Clearfield® non-GM
herbicide resistance trait into its mustard hybrids, reinforcing its commitment to offering innovative yet
sustainable solutions. Recently, we entered into a partnership with Triatomic (Netherlands) for technological and
commercial collaboration on advanced trait development in mustard, which is currently under progress and holds
the potential to redefine Indian mustard cultivation and is expected to reach commercialization within the next
two years. (Source: F&S Report)
For our vegetables and flowers seeds segment, we have entered into an collaboration with the World Vegetable
Centre, under the APSA-WorldVeg Vegetable Breeding Consortium and special projects titled “Creating
sustainable markets with solid loofah genetics: WorldVeg's leaf curl virus and downy mildew-resistant lines of
different market segments essential” to develop breakthrough hybrids and “Developing new markets with better
okra genetics: WorldVeg begomovirus resistant lines with improved horticultural traits” to breed breakthrough F1
hybrids”. These collaboration demonstrate our approach to strengthen research-led innovation and contribute to
the evolution of Indian agriculture.
We are committed to sustainable agriculture by harmonizing innovation, environmental stewardship, and
productivity enhancement through global /domestic scientific collaboration. We intend to continue to expand our
R&D capabilities by entering into additional collaborations and also by exploring R&D capabilities under our
existing collaborations to focus on sustainable and resilient agriculture.
Enhance our manufacturing capabilities for crop protection products and plant nutrition solutions through
backward integration
Manufacturing is a key element of our business operations and strategic focus. Our manufacturing infrastructure
forms the foundation of our technical and formulation capabilities, cost competitiveness, and supply reliability.
We intend to strengthen manufacturing capabilities through focused investments in infrastructure, technology, and
organizational/operational excellence to align with long-term business goals. Accordingly, we intend to scale up
our manufacturing capabilities for crop protection products and natural crop solutions. To this end, we have
recently acquired land, pursuant to the provisional transfer order dated November 11, 2025 to set up the Proposed
Gujarat Plant, which is proposed to have automated machinery to ensure the safety of our employees.
We are also pursuing backward integration into key intermediates and Technicals to improve cost control, reduce
dependence on external suppliers, and mitigate raw-material price and supply volatility. We are currently
producing 18 Technicals from various stages. Out of these, Metiram Technical, Dimethomorph Technical,
Pyroxasulfone Technical are fully backward integrated. Backward integration also enables us to ensure consistent
quality standards and shorten lead times in our production cycle. This initiative forms an important part of our
long-term strategy to achieve self-reliance and operational efficiency.
We continue to invest in technology upgrades, process automation, and safety systems across our manufacturing
network employed to safeguard crops from pests. We maintain a strong focus on Environment, Health, and Safety
by ensuring compliance with applicable national and international standards. Implementation of advanced
monitoring, effluent-treatment, and waste minimization systems is integral to our sustainability and responsible
manufacturing practices.
Our integrated manufacturing capabilities, process chemistry expertise, and compliance-driven operations
position us as a reliable manufacturing partner for multinational and Japanese agrochemical companies. These
strengths enable us to explore custom synthesis, contract manufacturing, and CRAMS opportunities, thereby
diversifying our revenue streams and strengthening our position in the global agrochemical value chain
Our ongoing capacity expansion, backward integration, and technology investments are expected to enhance our
cost competitiveness, improve operational resilience, and support growth in both domestic and export markets.
Through these initiatives, we aim to reinforce our position as a diversified, sustainable, and globally competitive
agrochemical manufacturer.
Continue to pursue our strategy for inorganic growth
As part of our growth strategy, we have made significant acquisitions in the past and have also demonstrated a
history of successfully integrating such acquisitions into our business and operations. We have made eight
315acquisitions in our crop protection business and five in our seeds business. For further details on acquisitions
undertaken by us, see “History and Certain Other Corporate Matters – Details regarding material acquisitions
or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10
years” on page 363.
In the future, we will continue to evaluate opportunities for inorganic growth in crop protection and seeds business
through mergers and acquisitions which are aligned to our strategic goals. This will include brand acquisitions,
business acquisitions and acquisitions of manufacturing facilities and technology providers. This will enable us
to consolidate our market position in existing business verticals; achieve operating leverage in key markets by
unlocking potential efficiency and synergy benefits; strengthen and expand our product portfolio; enhance our
depth of experience, knowledge-base and know-how; and increase our sales and distribution network.
Our business and operations
Our product portfolio
Crop protection products and natural crop solutions: We offer a wide range of crop protection products and
natural crop solutions. We are engaged in the development, manufacture and distribution of agrochemicals under
the following categories:
(A) Crop protection products - It refers to the various practices, techniques, and strategies employed to safeguard
crops from pests, diseases, weeds, and other threats, thereby ensuring their healthy growth, development,
and productivity. It aims to minimize yield losses and maintain crop quality while minimizing negative
environmental impacts. Under this vertical, we manufacture and offer a variety of products, details of which
are as set out below.
These products are sold under our corporate brands, (including the division) and to
our consumers with over 174 product brands. Certain key products from our diversified product portfolio
under this category are as set out below.
Category Application Key Uses
products
Herbicides Formulations that Verdino Verdino is a pre-emergent herbicide for the management of
are designed for resistant Phalaris minor in wheat. Gives season long management
removing herbs of resistant Phalaris in wheat.
from cropping ACM-9 Convenient premix formulation of two active ingredients. It
area, increasing contains completely two different mode of action for reliable
crop yield and resistant management of Phalaris minor.
quality of crop
Amora Provides broad spectrum control of weeds with quick mode of
action, without causing any harm to the crop – making it the safest
product for Soybean crop.
Sikosa Sikosa is a combination herbicide of Pretilachlor (very long chain
fatty acid inhibitor) and Bensulfuron (acetolactate synthase
inhibitor). This dual action blocks cell division in germinating
weeds and inhibits amino acid synthesis, providing broad-
spectrum control of grasses, sedges, and broadleaf weeds in
paddy.
RiceAct RiceAct is an early post-emergence rice herbicide with dual mode
of action, providing broad-spectrum control of sedges, grasses,
and broadleaf weeds.
Fungicides Formulations that Bavistin Bavistin is systemic fungicide which controls disease at every
are designed to growing point of plant, Bavistin works as both preventive and
prevent, mitigate, curative.
or eradicate fungal
diseases that can Blue Blue Copper is a contact-action, broad-spectrum copper-based
affect crop health Copper fungicide that provides effective control of both fungal and
and yield bacterial diseases through gradual copper ion release for
prolonged protection.
316Category Application Key Uses
products
Azotrix Azotrix is a systemic broad-spectrum fungicide with protective
action, it has excellent protective activity for both Sheath blight
and Blast disease management on Rice
Mentor Mentor is an extremely effective fungicide because of its DUFO
technology. Its powerful dual active foliar technology act as
preventive as well as curative fungicide and give best results on
Sheath Blight in Paddy
Tilt Tilt Fungicide is an economical and highly effective solution that
provides excellent disease control across a variety of crops.
Designed for maximum efficiency, Tilt ensures both high yield
with superior crop quality.
Insecticides Formulations Proclaim An excellent insecticide of Avermectin group with broad-
designed to spectrum target pest. It control lepidopteran pests by contact,
control and stomach & translaminar action.
manage insect
infestations that Kollar Kollar has systemic and contact activity, ensuring effective and
can damage crops long-lasting control of pests. Pymetrozine specifically targets
sucking pests by disrupting their feeding activity and nervous
system, while ethiprole offers broad-spectrum control
Proclaim Proclaim XTRA is an excellent combination insecticide of
Xtra Benzoyl urea and Avermectin group. It gives very effective
control on all the damaging stage of lepidopteran pest with a
Phyto tonic effect on crop.
Jivora Novel combination with dual mode of action showcasing control
on broad spectrum control on Whitefly, Aphids, Jassid on Cotton
and Tomato
Abacin Broad-spectrum Miticide Abacin has strong translaminar activity
with contact and stomach action. A product of natural origin and
is safe in usage.
Natural Crop Non-chemical Talwar Talwar Zinc is a high-quality Zinc Sulphate Monohydrate
Solution solutions Zinc Super powder, containing 33% Zinc and 15% Sulphur, designed to
including bio- - 14 prevent and correct zinc deficiency in crops. It is water-soluble,
stimulants and ensuring rapid and complete availability to plants.
biologicals which
provide farmers Nutrozen is innovative liquid fertilizer powered by NIP
with a technology. It has unmatched efficiency in nutrient absorption,
comprehensive has the potential to revolutionize crop yields and quality.
approach to crop
management by NutriZee enriched with Sulphur and a blend of natural extracts to
offering bespoke address mineral deficiencies and enhance crop performance.
solutions to Formulated with MAC Technology from the USA, NutriZee
combat stresses, ensures rapid nutrient absorption and optimizes plant metabolic
enhance plant activity, supporting healthy growth, improved yield, and better
growth and crop quality.
improve soil
health
(B) Technicals, which are utilized in the manufacture of agrochemical formulations. Certain key products from
our diversified product portfolio under this category are as set out below.
Key products Uses
Pymetrozine Tech Selective insecticide designed to effectively control piercing-sucking pests such
as aphids, whiteflies, planthoppers, leafhoppers, and psyllids. These pests are
commonly found in crops such as vegetables, fruits, cotton, rice, ornamentals, and
tobacco.
Pyroxasulfone Tech Pre-emergence herbicide formulated for the effective control of annual grasses
and small-seeded broadleaf weeds. It is used across a variety of crops, including
corn, soybeans, wheat, cotton, potato, onion, turf, and other field crops.
317Key products Uses
Quizalofop Ethyl Tech Selective post-emergence herbicide developed for the effective control of annual
and perennial grassy weeds in broadleaf crops such as soybeans, sugar beet,
rapeseed (canola), potatoes, peanuts, and cotton.
Penoxsulam Tech Selective herbicide formulated for the control of broadleaf weeds, sedges, and
certain grasses in crops and environments such as rice (both flooded and dry-
seeded), sugarcane, turfgrass, and aquatic habitats including emergent, floating-
leaf, and submerged vegetation.
Oxadiazon Tech Selective, pre-emergent herbicide formulated for the control of annual grasses and
broadleaf weeds in turfgrass areas such as golf courses, sod farms, and commercial
landscapes, as well as in ornamental plantings including nurseries and landscape
beds, and conifer nurseries such as pine seedbeds.
Cloquintocet Mexyl Tech Herbicide safener used in combination with grass-active herbicides to:
Protect cereal crops (wheat, barley, oats) from herbicide phytotoxicity.
Improve crop tolerance by accelerating detoxification of the herbicide in cereals.
Thiamethoxam Tech Product is a systemic insecticide formulated for the effective control of sucking
and chewing pests in a wide range of crops, including rice, cotton, vegetables,
fruits, sugarcane, and potatoes.
Dimethomorph Tech Systemic fungicide specifically formulated to control Oomycete fungi responsible
for diseases such as downy mildew (Plasmopara spp.), late blight (Phytophthora
infestans), early blight, and root rots and damping-off diseases (Pythium spp.). It
is commonly used in high-value crops such as grapes, potatoes, and tomatoes.
Metiram Tech Product is a protectant fungicide widely used to control fungal diseases in crops
such as potatoes (late blight), tomatoes, grapes (downy mildew), apples (scab),
citrus, and various vegetables including beans and cucurbits. It is effective against
pathogens such as Phytophthora, Plasmopara, Alternaria, and other foliar fungi.
Each combination of formulation type and Technicals is considered as a distinct stock keeping unit SKU. As on
September 30, 2025, we offered over 957 and 54 SKUs for formulations and Technicals, respectively to our
customers.
Seed business: Leveraging our in-house germplasm libraries and molecular breeding capabilities, we have a multi-
crop and diversified seeds portfolio backed up R&D with leading brands in the market to produce and market
hybrid seeds for:
a) field crops which include cotton, mustard, millet, sorghum, fodder crops, maize, wheat and rice,
b) vegetable crops which include vegetables such as for capsicum, chili, tomato, sweetcorn, watermelon
and other vegetables; and
c) flower such as marigold seeds.
Our seeds for field crops are sold under our corporate brand, and our product brands , and
while seeds for vegetable crops and flowers are sold under our brands and . Our
Company has, over the years, built a comprehensive and diversified germplasm pool through internal development
and strategic acquisitions. Our Company has been able to enrich its germplasm pool acquisitions, as set out below.
Year of
Crop Acquisition made from
acquisition
Maize, Rice, Cotton, Pearl Millet, Fodder Rohini Seeds Private Limited 2011
Sorghum
Sorghum & Fodder Sorghum, Pearl Millet & Syngenta India Private Limited 2018
Fodder Pearl Millet
Cotton, Pearl Millet & Mustard Bayer BioScience Private Limited 2021
Cotton Kohinoor Seed Fields India Private Limited 2023
Vegetable and flower seeds I&B Seeds Private Limited(1) 2024
(1)I&B Seeds Private Limited has amalgamated with our Company pursuant to an order passed by the National Company Law Tribunal,
Ahmedabad Bench on November 17, 2025. See “History and Certain Other Corporate Matters – Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
318The table below sets forth details of some of our key products and variants in the field crops and vegetable crops
categories.
Products/ variants Key features/ traits
Field crops
Cotton/ SADANAND KSCH – More boll load-high yield,Big & round shape boll (5.5-6.0 gm), good tolerance against
232 BGII sucking pests, uniform boll size from top to bottom, wider adaptability of all soil type,
good boll visibility, fluffy boll opening and easy picking, early to mid - early maturity
Cotton/ SP 7007 BGII High yield and big bolls, open and erect type plant, easy picking, less labour expenses,
very high ginning > 38%
Cotton/ SURPASS (SUPERB SP High yield with very good boll chain load, ease in picking and boll opening, tolerant
7517 BG II to early sucking pest, superior fiber quality hence preferential buying by the traders
PEARL MILLET/ PROAGRO Excellent grain and fodder yield, tolerant to lodging, compact cylindrical panicles,
9001 HYBRID BAJRA excellent stay green quality, resistant to downy mildew, blast and rust
PEARL MILLET/PA 9190 High grain and fodder yield, long cylindrical compact with good panicle girth, stay
HYBRID BAJRA green till harvest, tall plant height, excellent crop appeal, good fodder quality, lodging
tolerance, downy mildew resistance, blast tolerant, drought tolerance
PEARL MILLET/PROAGRO PA Excellent grain and fodder yield, tolerant to lodging, compact long panicles, excellent
9180 HYBRID BAJRA stay green quality, tolerant to downy mildew, blast and rust, medium maturity dual
purpose hybrid suitable for kharif season only.
MAIZE/CMH 157 HYBRID Medium plant height late maturity- Suitable for both Rabi and Kharif season, Orange,
MAIZE semi-flint, medium size kernels, good adaptability in both red and black soil. Highly
tolerant to stalk rot and foliar disease, High shelling percentage.
MAIZE\ RMH-9999 HYBRID Medium height lodging tolerant, very high yielder in good management practices,
MAIZE good test weight and keeping quality of grains, tolerant to pest and diseases.
MUSTARD/ 5222 HYBRID High Yielding (12-15 q/ac), long main shoot, oil content 41-42%, bold grain size, plant
MUSTARD height- Medium (160–180 cm).
MUSTARD/ PA 5232 HYBRID Medium late maturity, high seed yield, medium plant height (201-205 cm), branching
MUSTARD starts from lower side.
FODDER/ SX-17 SSG HYBRID Red seeded, Multi-cut SSG hybrids, good green fodder yield compared to check, stay
green and clean foliage, good quality fodder with palatability and juiciness, tolerant to
major pest and disease
FODDER/ DAIRYGREEN Single cut forage hybrid for direct feeding and silage, high biomass yield, high crude
HYBRID JOWAR (FODDER) protein (21 % higher than competition), very tall height, thick stem with late flowering
(>80 days), stay green and clean foliage, tolerant to lodging and major pest/diseases.
Vegetable crops
TOMATO TM-1718 Tolerance to ToLCV, suitable for long distance shipping, good yield, uniform and very
firm fruits
SWEET CORN SWT-07 Excellent tip filling, 16 columns, 14-16 brix sweetness
ONION ON-01 Deep Red bulbs, suitable for both all seasons, high yield with wider adaptability
CHILLI CH-66 Very high yielding, Suitable for small dual segments, good dry
CAPSICUM CAP 2829 Suitable for open and protected cultivation and for long distance shipping, blocky
fruits with 4 lobes
MARIGOLD MG-51 Orange, compact ball shape, suitable for long distance shipping, high yield, Good
Marketability
MARIGOLD MG-89 Golden Yellow, compact ball shape, suitable for long distance shipping, excellent
yield, good marketability
MARIGOLD MG-59, Tennis Ball Bright yellow flowers, highly compact plant with ball shaped compact flowers,
suitable for long distance shipping, high yield and excellent marketability
Complementing our crop protection products and plant nutrition solutions and seed offerings, we have diversified
into ancillary offerings such as the development and sale of self-propelled boom sprayers for spraying the crop
protection products in the farms as well as sale of conventional sprayers. This approach complements our crop
protection products and plant nutrition solutions and seeds business by providing spraying as a service to the
Indian farmers and thus also providing us with cross-selling opportunities.
Manufacturing facilities
Our manufacturing operations are vertically integrated to a significant extent from the development to
commercialization of our products, implementing quality control and undertaking testing, training, process
development and improvement, and product packaging, thus enabling greater control over each such function.
319Crop protection products and natural crop solutions - We currently develop and manufacture our formulation
products in India at four primary units: Haryana Formulation Unit, Gujarat Formulation Unit, and Jammu Unit 1
and Jammu Unit 2, which are integrated set-ups to develop new processes and improve existing ones. As of
September 30, 2025, our formulation manufacturing units, Haryana Formulation Unit, Gujarat Formulation Unit
and Jammu Formulation Units together had an aggregate installed capacity of 75,962 MT. We also operate two
Technicals manufacturing facilities: Gujarat Technical Unit and Maharashtra Technical Unit. As of September 30,
2025, our technical manufacturing units, together had an aggregate installed capacity of 3,456 MT.
In addition to the above, we also have a Technical Pilot Unit which houses a kilo lab and a quality lab including,
facilitating small-scale trials, process testing, and quality evaluation of new and existing products prior to large-
scale commercial manufacturing. Also, we propose to set up the Proposed Gujarat Plant on industrial area
admeasuring 125,714.60 sq. mtrs acquired by us in Gujarat Industrial Development Corporation, pursuant to the
provisional transfer order dated November 11, 2025. The Proposed Gujarat Plant is proposed to have automated
machinery to ensure the safety of our employees
Seeds - In relation to our seeds business, we operate two seed processing units for field crops at Hyderabad,
Telangana and for vegetable and flower seeds, one seed processing unit in Bengaluru, Karnataka which dries,
grades, treats and packs seeds, having an aggregate installed capacity of 40,998 MT and 1,722 MT respectively.
320The following table sets forth certain information relating to our capacity utilization of our manufacturing facilities:
For the six month period ended September As of, and for the Financial Year ended As of, and for the Financial Year ended As of, and for the Financial Year ended March 31,
30, 2025 March 31, 2025 March 31, 2024 2023
Utilizati Availabl Actual
S. Facility
Product UOM Availabl Actual on on Availabl Actual Availabl Actual e Producti
No. location Installed Installed Utilizati Installed Utilizati Installed Utilizati
e Producti Pro Rata e Producti e Producti Capacity on
Capacity Capacity on (%) Capacity on (%) Capacity on (%)
Capacity on Basis Capacity on Capacity on (MT/KL (MT/KL
(%) ) )
Formulation 12,000.0 12,000.0 12,000.0
KL 4,800.00 3,024.49 63.01% 4,800.00 4,393.96 91.54% 4,800.00 3,133.29 65.28% 2,711.10 90.37%
(Liquid) 0 0 0 8,000.00 3,000.00
Gujarat
Formulation
1 Formula MT 6,000.00 2,400.00 1,099.08 45.80% 6,000.00 83.46% 6,000.00 64.09% 1,542.31 64.26%
(Powder) 2,400.00 2,002. 94 2,400.00 1,538.14 3,000.00 2,400.00
tion Unit
Formulation 18,000.0 18,000.0 18,000.0 11,000.0
7,200.00 4,123.57 57.27% 7,200.00 6,396.90 88.85% 7,200.00 4,671.43 65.04% 5,400.00 4,253.51 78.77%
(Total) 0 0 0 0
Formulation 17,490.0 14,850.0 17,490.0 14,850.0 17,490.0 14,850.0 17,490.0 14,850.0
MT 46.62% 10,231.6 68.90% 44.61% 39.11%
(Granular) 0 0 6,923.68 0 0 0 0 6,623.92 0 0 5,808.17
7
Haryana Formulation 13,890.0 10,150.0 13,890.0 10,150.0 13,890.0 10,150.0 13,890.0 10,150.0
KL 32.41% 54.68% 47.65% 41.16%
2 Formula (Liquid) 0 0 3,289.79 0 0 5,550.36 0 0 4,836.13 0 0 4,177.98
tion Unit Formulation
MT 4,800.00 3,300.00 35.62% 4,800.00 3,300.00 62.07% 4,800.00 3,300.00 44.07% 4,800.00 3,300.00 34.40%
(Powder) 1,175.55 2,048.33 1,454.24 1,135.04
Formulation 36,180.0 28,300.0 11,389.0 36,180.0 28,300.0 17,830.3 36,180.0 28,300.0 12,914.2 36,180.0 28,300.0 11,121.1
40.24% 63.00% 45.63% 39.30%
(Total) 0 0 2 0 0 6 0 0 9 0 0 9
Maharas
Technicals MT 2,024.00 2,024.00 31.60% 2,156.00 2,156.00 62.00% 1,669.00 1,669.00 51.44% 1,620.00 1,620.00 65.06%
htra 639.65 1,336.69 858.58 1,053.90
3
Technica Technicals
2,024.00 2,024.00 639.65 31.62% 2,156.00 2,156.00 1,336.69 62.01% 1,669.00 1,669.00 858.58 51.47% 1,620.00 1,620.00 1,053.90 65.06%
l Unit (Total)
Gujarat Technicals MT 1,432.00 1,432.00 536.01 37.43% 1,338.00 1,338.00 948.01 70.85% 1,271.00 1,271.00 939.01 73.88% 1,024.00 1,024.00 225.00 21.97%
4 Technica Technicals
1,432.00 1,432.00 536.01 37.43% 1,338.00 1,338.00 948.01 70.85% 1,271.00 1,271.00 939.01 73.88% 1,024.00 1,024.00 225.00 21.97%
l Unit (Total)
Formulation
Powder/Gran MT 6,846.00 5,819.00 2,314.02 39.77% 6,846.00 5,819.00 4,501.05 77.35% 6,846.00 5,819.00 3,049.03 52.40% 6,846.00 5,819.00 2,828.03 48.60%
ular)
Jammu Formulation
5 KL 5,592.00 5,033.00 2,647.03 52.59% 5,592.00 5,033.00 3,365.03 66.86% 5,592.00 5,033.00 4,421.04 87.84% 5,592.00 5,033.00 2,446.02 48.60%
Unit 1 (Liquid)
Formulation 12,438.0
10,852.0 45.72% 12,438.0 10,852.0 72.49% 12,438.0 10,852.0 68.84% 12,438.0 10,852.0 48.60%
(Total) 0 4,961.05 7,866.08 7,470.07 5,274.05
0 0 0 0 0 0 0
Formulation
(Granular/Po MT 15.30% 17.08% 15.75% 24.61%
3,107.00 2,641.00 404.00 3,107.00 2,641.00 451.00 3,107.00 2,641.00 416.00 3,107.00 2,641.00 650.01
wder)
Jammu-
6 Formulation
Unit-2 KL 24.55% 59.95% 43.68% 41.26%
(Liquid) 6,237.00 5,613.00 1,378.01 6,237.00 5,613.00 3,365.03 6,237.00 5,613.00 2,452.02 6,237.00 5,613.00 2,316.02
Formulation
21.59% 46.23% 34.75% 35.93%
(Total) 9,344.00 8,254.00 1,782.01 9,344.00 8,254.00 3,816.03 9,344.00 8,254.00 2,868.02 9,344.00 8,254.00 2,966.03
321For the six month period ended September As of, and for the Financial Year ended As of, and for the Financial Year ended As of, and for the Financial Year ended March 31,
30, 2025 March 31, 2025 March 31, 2024 2023
Utilizati Availabl Actual
S. Facility
Product UOM Availabl Actual on on Availabl Actual Availabl Actual e Producti
No. location Installed Installed Utilizati Installed Utilizati Installed Utilizati
e Producti Pro Rata e Producti e Producti Capacity on
Capacity Capacity on (%) Capacity on (%) Capacity on (%)
Capacity on Basis Capacity on Capacity on (MT/KL (MT/KL
(%) ) )
Seeds
MT 1,722.00 1,722.00 93.00 5.40% 1,722.00 1,722.00 190.00 11.03% 1,722.00 1,722.00 179.00 10.39% 1,722.00 1,722.00 199.00 11.56%
Bengalur Processing
7 u Seed Seeds
Unit Processing MT 1,722.00 1,722.00 93.00 5.40% 1,722.00 1,722.00 190.00 11.03% 1,722.00 1,722.00 179.00 10.39% 1,722.00 1,722.00 199.00 11.56%
(Total)
Seed Seeds 33,476.0 33,476.0 46,866.0 46,866.0 50,585.0 50,585.0 53,561.0 53,561.0
MT 7,549.08 22.55% 9,863.10 21.05% 9,522.10 18.82% 9,018.09 16.84%
processi Processing 0 0 0 0 0 0 0 0
ng unit-
8 Sumathi Seeds
33,476.0 33,476.0 46,866.0 46,866.0 50,585.0 50,585.0 53,561.0 53,561.0
Seeds, Processing MT 7,549.08 22.55% 9,863.10 21.05% 9,522.10 18.82% 9,018.09 16.84%
0 0 0 0 0 0 0 0
Telanga (Total)
na
Seed Seeds 16,808.0 16,807.0 13,831.0 13,831.0
MT 7,522.00 7,522.00 2,034.02 27.04% 9,340.00 9,340.00 2,936.03 31.44% 4,182.04 24.88% 2,256.02 16.31%
Processi Processing 0 0 0 0
ng Unit -
9 Pinaka Seeds
16,808.0 16,807.0 13,831.0 13,831.0
Agro, Processing MT 7,522.00 7,522.00 2,034.02 27.04% 9,340.00 9,340.00 2,936.03 31.44% 4,182.04 24.88% 2,256.02 16.31%
0 0 0 0
Telanga (Total)
na
Notes:
(1) Facilities set out above in the ordinary course of business experience fluctuation in production and capacity utilization between quarters during a given period/Financial Year, on account of seasonality of
business and dependence of business upon high-volume orders within stipulated timelines.
(2) Actual Production also include the semi-finished products.
(3) Installed capacity has been determined using bottleneck analysis in line with the ‘theory of constraints’ methodology, wherein, for each product type, the machine representing the binding constraint in the
process flow was identified based on the manufacturer’s rated installed capacity. The lower formulation capacity or packing capacity was adopted for each product type.
(4) Stock Keeping Unit that makes basis for packaging capacity calculations accounted for package-size variations: larger pack sizes yield higher daily output, while smaller packs reduce throughput. A weighted
average of packaging size types was applied. Changeover times for stock-keeping unit and product changes were factored into the calculations to determine net effective capacity. Storage capacity for raw
materials, packaging materials, and finished goods was reviewed as a potential limiting factor, particularly during peak production runs.
(5) The information relating to the installed capacity as of the dates included above is based on various assumptions and estimates that have been taken into account for calculation of the installed capacity. These
assumptions and estimates include the standard capacity calculation practice of pesticide manufacturing and seeds Processing industry after examining the calculations and explanations provided by our
Company, the equipment production capacities and other ancillary equipment installed at the facilities.
(6) The assumptions are also based on the past experience of our management of our Company to manufacture and process the said products. The assumptions and estimates taken into account include the
following:
(7)
Technical & Formulation: (i) Number of working days in a fiscal year – 300; (ii) Number of working days in a month - 25; (iii) Number of Shifts in a day – 3
Seed Processing: (i) Number of working days in a fiscal year – 287; (ii) Number of working days in a month - 24; (iii) Number of Shifts in a day – 1
(8) The actual production for the six months ended September 30, 2025 has been provided on an unannualized basis. The installed capacity as of Financial Years ended March 31, 2025, March 31, 2024 and
March 31, 2023 have been provided on an annualized basis.
322(9) The information relating to the actual production as of the dates included above are based on the examination of the internal production record provided by our Company, explanations provided by the
management, the period during which the manufacturing and seed processing facilities operate in a fiscal year expected operations, availability of raw materials, downtime resulting from unscheduled
breakdowns, as well as expected operational efficiencies.
(10) Installed capacity computed above therefore represents the maximum achievable output based on the above assumptions and may not represent the actual production achieved in a given Financial Year, which
depends on demand and scheduling.
(11) Capacity utilization has been calculated on the basis of actual production in the relevant period/year divided by the available capacity of the relevant facilities as at the end of the relevant period/year.
(12) Unit of measurement (UOM) denotes Metric Tonne (MT) and Kilo Litre (KL).
323Description of our manufacturing facilities
Crop protection units
Haryana Formulation Unit
Our Haryana Formulation Unit is located in Sonipat, Haryana and is focused on manufacturing all insecticide and
herbicides formulation - wettable powder/ soluble liquid/ emulsifiable concentrate/ suspension concentrate/ water
dispersible granules/ granules formulation. The facility spans a built-up area of approximately 8,728.00 sq. mt.
The Haryana Formulation Unit is equipped with high-shear mixers, air classifier mill, jet mill, fluid bed dryers,
vibratory fluid bed dryer form, extruder, automated liquid and powder filling lines and advanced quality control
instrumentation.
Gujarat Formulation Unit
Our Gujarat Formulation Unit is located in Anand, Gujarat and is focused on manufacturing all insecticide and
herbicides formulation- wettable powder/ soluble liquid/ emulsifiable concentrate/ suspension concentrate
formulation. The facility spans a built-up area of approximately 4,935.14 sq mt. The Gujarat Formulation Unit is
equipped with high-shear mixers, air classifier mill, jet mill, fluid bed dryers, vibratory fluid bed dryer form,
extruder, automated liquid and powder filling lines and advanced quality control instrumentation.
Jammu Unit 1
Our Jammu Unit 1 is located at Jammu, Jammu and Kashmir and is focused on manufacturing All insecticide and
herbicides formulation wettable powder/ soluble liquid/ emulsifiable concentrate/ suspension concentrate
formulation/ water dispersible granules/ granules formulation. The facility spans a built-up area of approximately
4,406.00 sq. mt. The Jammu Unit 1 is equipped with high-shear mixers, air classifier mill, jet mill, fluid bed dryers,
vibratory fluid bed dryer form, extruder, automated liquid and powder filling lines and advanced quality control
instrumentation.
324Jammu Unit 2
Our Jammu Unit 2 is located at Jammu, Jammu and Kashmir and is focused on manufacturing all insecticide and
herbicides formulation wettable powder/ soluble liquid/ emulsifiable concentrate/ suspension concentrate
formulation/ water dispersible granules/ granules formulation. The facility spans a built-up area of approximately
3,825.20 sq. mt. The Jammu Unit 2 is equipped with high-shear mixers, air classifier mill, jet mill, fluid bed dryers,
vibratory fluid bed dryer form, extruder, automated liquid and powder filling lines and advanced quality control
instrumentation.
Our formulation units are engaged in preparation, blending, and packaging of crop protection products such as
insecticides, fungicides, herbicides, and plant growth regulators. These facilities includes formulation units for
multiple product types along with quality control and R&D laboratories. They are equipped with robust safety and
pollution control measures, and efficient material handling setups to ensure consistent product quality, operational
safety, and environmental compliance.
Gujarat Technical Unit
Our Gujarat Technical Unit is located at Dahej, Gujarat and is primarily focused on manufacturing Herbicides
such as Quizalofop Ethyl Clodinafop, Safener, Bispyribac Sodium, Pretilachlor, Metribuzin, Penoxulam,
Pyrazosulfuron Ethyl, Halosulfuron Methyl, Oxadiazon, Pyroxasulfone. The facility spans a built-up area of
approximately 26,304.00 sq. mt. The Gujarat Technical Unit is equipped with tank farms, warehouses, and a
distributed control system (DCS) room, along with comprehensive safety, fire protection, and environmental
management systems.
Maharashtra Technical Unit
Our Maharashtra Technical Unit is located at Nagpur, Maharashtra and is primarily focused on manufacturing (i)
Insecticides such as Thiamethaxom, Pymterozine, Thiahlopride, Chlorantraniliprole, Diafenthiuron and
Flonicamid; and (ii) Fungicides such as Metiram, Diamethamorph, Propiconazole, Tricyclozole and
Epoxyconazole. The facility spans a built-up area of approximately 27,135.00 sq. mt. The Maharashtra Technical
Unit is equipped for the synthesis of active ingredients with automated process controls ensuring efficiency, safety,
and quality. The plant comprises dedicated production blocks supported by utilities such as boiler, chiller, effluent
and sewage treatment systems, and multi-effect evaporators.
Our technical units are equipped for the synthesis of active ingredients with automated process controls ensuring
efficiency, safety, and quality. These comprises dedicated production blocks supported by utilities such as boiler,
chiller, effluent and sewage treatment systems, and multi-effect evaporators.
Technical Pilot Unit
Our Technical Pilot Unit is located at Sonipat, Haryana. The Technical Pilot Unit undertakes systematic pilot trials
emphasizing process optimization, safety reviews including Hazard and Operability studies and risk assessments,
and quality validation. Data generated during trials form the basis for Standard Operating Procedures, Piping and
Instrumentation Diagrams, and Process Flow Diagrams, ensuring efficient technology transfer to commercial
manufacturing. The facility spans a built-up area of approximately 950.00 sq. mt. The Technical Pilot Unit is
equipped with glass reactors (50 L, 100 L, 200 L) and multiple stainless-steel and mild steel glass lined reactors
with varied impeller configurations for reaction and distillation. The supporting infrastructure includes agitated
nutsche filter dryers, centrifuges, filter presses, dryers, and a distributed control system.
Planned manufacturing facility
We propose to set up the Proposed Gujarat Plant on industrial area admeasuring 125,714.60 sq. mtrs acquired by
us in Gujarat Industrial Development Corporation, pursuant to the provisional transfer order dated November 11,
2025. The Proposed Gujarat Plant is proposed to have automated machinery to ensure the safety of our employees
325Seed processing units
Field crop
In relation to our seeds business for field crops, we operate a seed processing units for field crops at Hyderabad,
Telangana. which dries, grades, treats and packs seeds for pearl millet, fodder millet, sorghum, fodder sorghum,
maize, fodder maize, paddy and mustard. This seed processing unit is equipped with modern seed conditioning
lines including cleaners, gravity separator, destoners, seed treating machines, surface moisture driers, form-fill
seal machines. For cotton, our seed processing unit in Telangana is supported by packing automation and
aggregation in packing for systematic linking of packed units. The seed processing units span a built-up area of
approximately 25,713 sq. mt.
Vegetable and flower seeds
In relation to our seeds business for vegetable and flower seeds, we operate a seed processing units at Bengaluru,
Karnataka which dries, grades, treats and packs seeds for vegetables such ascapsicum, chili, tomato, sweetcorn,
watermelon and other vegetables and flowers such as marigold. This seed processing unit is equipped with modern
seed processing machines such as cleaners, gravity separator, air separators, destoners seed treating/coating
machines, driers and color sorter, supported by packing (semi-automation) unit. The seed processing unit spans a
built-up area of approximately 3,211.94 sq. mtrs.
Manufacturing Processes and Capabilities
Crop protection products and plant nutrition solutions - Our facilities have been designed and developed to
handle complex, clean and sustainable chemistry and technology, with dedicated plants for most of our products.
Details of manufacturing process flowchart of our crop protection business are illustrated in the infographic below.
326For Formulation Manufacturing
For technical manufacturing
Seeds - We are involved across all stages of the seed processing ecosystem, starting from production of seeds to
sales and distribution.
327Details of the processing flow for our seeds- field crops are illustrated in the infographic below:
Moisture Testing and
Fresh Seeds from the
Drying if Required Grading/ Separation
Production Hubs
Germination
Test
Go / No Go
Sample for QA
Decision for
Packing Purity Test
(Molecular or
Field Testing)
Seed Coating/ Colour Sorter (For
Online-Drying
Treatment selected crops)
Storage / Packing: Processed seeds either goes for packing or for long term storage in cold rooms with prescribed
temp/ humidity.
*For processing flow of Seeds- Vegetables & Flowers, packing is semi- automated, and seed gets packed in different sizes (Seed counts, 2g to
5kg packing) based on the crop and the market requirement. Seeds are generally packed into primary packages such as pouches or tins, and
then into secondary package for dispatching.
Research and Development and collaborations
Crop protection products and plant nutrition solutions
As on the date of this Draft Red Herring Prospectus, for crop protection products and plant nutrition solutions, we
operate KRDC and nine filed research stations. On the back of our R&D strength, as on date of this Draft Red
Herring Prospectus, our Company has applied for 28 patents, out of which 18 patent applications have been
examined and granted in India and two patent applications are presently under examination and four patent
application are refused and being contested by us. Our Company has filed four patent applications in other
jurisdictions, out of which we have obtained two patent applications, which have been examined and granted in
Indonesia and Philippines and two patent applications are presently under examination in Vietnam and Thailand.
328Key Research Development Centre
Our KRDC is located in Sonipat, Haryana and was established in 2016. It is GLP approved and recognized by the
Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India.
KRDC is focused on developing and optimizing manufacturing processes for technical-grade active ingredients
to ensure efficiency, safety, yield, and environmental compliance. It also designs and develops formulations for
crop protection products of various types such as Emulsifiable Concentrates, Suspension Concentrates, Water-
Dispersible Granules, and other modern formulations suited to specific applications. KRDC supports the
regulatory approval process by preparing comprehensive technical documentation for product registrations in
India and international markets, including process descriptions, analytical validations, 5 batch GLP,
physicochemical studies and stability data. In line with sustainable agriculture goals, KRDC has also expanded
into biological product development, encompassing biopesticides, bio-fertilizers, and bio-nutrients (bio-
stimulants). As of September 30, 2025, KRDC had 56 employees specialized across biology, formulation
chemistry, analytical chemistry, and chemical synthesis, supported by nine field research stations that run efficacy
and performance trials nationwide. The KRDC has the following in-house laboratories:
• Synthesis Lab: Over 80 equipment including fume hoods, rotavapor, stirrers, PLC Plates
• Formulation Lab: Over 20 equipment including dyno mill, air jet mill, spray dryer
• Biology Lab: Over 15 equipment including microscopes, laminar air flow, BOD incubators
• Analytical Research & Development (ARD) Lab: Over 30 equipment including HPLC, LC-MS, FTIR,
GC, DSC
Field research stations
KRDC is supported by nine field research stations which are located in Karnal, Haryana, Rudrapur, Uttarakhand,
Barasat, West Bengal, Dhamtari, Chhattisgarh, Indore, Madhya Pradesh, Guntur, Andhra Pradesh, Erode, Tamil
Nadu, Nashik, Maharashtra and Anand, Gujarat. These research stations evaluate the bio-efficacy of new products
through nationwide performance trials covering all major agro-climatic zones. These trials aim to generate
comprehensive data for assessing product safety, consistency, and field performance. The results will support life
cycle management of existing products and ensure regulatory readiness and farmer confidence before commercial
launch. Field biological research in agrochemicals involves systematic evaluation of new and existing crop
protection products under diverse agro-climatic conditions. The research also includes monitoring pest resistance,
residue dynamics, and environmental impact. Ultimately, it helps optimize formulation use, dosage, and timing
for sustainable and effective pest and weed management. The research stations are supported by equipment like
battery operated sprayers, high resolution cameras, weighing machines, moisture meters, chlorophyl meters to get
quality trials data which is used for further advancement of the products. These trials are conducted on farmers
fields.
Additionally, by leveraging our experience and know-how, we are in the process of expanding our biolab under
KRDC measuring 6,000 sq. ft. with the aim to expand our solutions for crop nutrition thereby enhancing our
products portfolio in the biological segment and contributing to integrated crop management solutions. This
project encompasses development and optimization of microbial fermentation processes, root-organ culture-based
propagation of Mycorrhiza, and solid-state fermentation based production of spore and carrier formulations. The
laboratory-scale trials for bacterial and fungal strains are currently in progress, alongside standardization of
process parameters, formulation development, and field efficacy studies. The future roadmap includes pilot-scale
production, bio-efficacy validation under field conditions, and establishment of a dedicated large-scale
manufacturing facility for commercial operations
Our collaborations
We collaborate with multi-national companies for the purposes of developing products which are locally relevant
and that aim to enhance farm productivity and profitability. Set out below are details of our collaborations.
Collaboration with Purpose for collaboration
Battelle-Mitsui Acquisition of exclusive license for developing rice herbicides using
patents of Battelle-Mitsui
329Collaboration with Purpose for collaboration
Bayer Developing new products using active ingredients, where our Company is
responsible for registration and manufacturing of the products, and both
Bayer and our Company market such products jointly.
Corteva Development of insecticide products based on the patented product of
Corteva mainly for sucking pests on rice, cotton and vegetables.
Seeds
*Tissue culture Doubled Haploid facility *Tissue culture Growth room
Our seeds related R&D spans over 143 acres of research farms across India as of September 30, 2025, supported
by R&D facilities at Hyderabad, Telangana and Bengaluru, Karnataka. Our breeding initiatives are founded on a
substantial collection of genetic material and goals focused on commercial success. These initiatives include seven
native traits of resistance to important diseases, non-genetically modified herbicide tolerance trait in Mustard, and
Bollgard II trait for insect resistance in cotton.
R&D facility at Hyderabad, Telangana for field crops and cotton
Our R&D facility at Hyderabad, Telangana spans over 4,400 sq ft and has 82.5 acres of R&D farms. This facility
is our central R&D facility for our seeds business. It is focused on trait introgression for cotton and mustard,
maintenance of plant health laboratory, maintenance of plant pathogens and high throughput phenotyping for pearl
millet, corn, cotton, rice and marker assisted selection, DNA fingerprinting, Immunoassays. It features latest
technologies such as:
• Separate ginning and delinting facilities for germplasm and breeding lines
• Well-equipped seed testing laboratories
• Separate dehumidified cold storage facilities for germplasm and breeding lines
• Modern throughput biotech facility for molecular breeding, trait introgression of GM & non-GM traits
and testing
• Biotech facilities for testing the presence of Bt. Gene;
• Plant pathogen rearing and high throughput phenotyping facilities for assisting biotech and breeding.
• Green houses and polytunnels for round the year crop cultivation
• Facilities for breeding cotton, pearl millet, maize and rice
R&D farms
Our research farms across India spans across states such as Maharashtra, Rajasthan, Haryana and Himachal
Pradesh. These farms are required for breeding activities for cotton, fodder, sorghum, pearl millet, mustard and
wheat. Our research farms feature:
• Maharashtra - Breeding facilities, ginning and seed processing for cotton and sorghum;
• Rajasthan - Oil analysis, short term seed storage, crop breeding
• Haryana - Ginning facilities and breeding for north cotton
• Himachal Pradesh- Mustard DH lines production. Summer nurseries for mustard and wheat for
generation advancement
330Generally, farms should be agronomically suitable for growing healthy crops. The R&D farms are selected based
on water availability, soil type, accessibility, labour availability and climatic conditions. Testing farms are selected
based on the above parameters and also more importantly the intended crop grown in that region/ state.
R&D farms are critical facilities established to support agricultural innovation, seed development, and varietal
evaluation under controlled and field conditions. These farms serve as experimental hubs for generating data that
guides product development, regulatory approval, and commercial deployment.
The primary purposes of R&D farms are:
• To develop and test new crop varieties or hybrids under different agro-climatic zones.
• To assess genetic stability, yield performance, adaptability, and resistance to biotic and abiotic stresses.
R&D facility at Bengaluru, Karnataka for vegetables and flower seeds
Our R&D facility at Bengaluru, Karnataka houses a molecular biology lab of over 5,000 sq. ft., over 150 acres of
research farms, state-of-the-art greenhouses, nine breeding stations and three disease screening stations. It is
focused on undertaking breeding activities. It features latest technologies such as marker assisted breeding,
doubled haploid technology molecular virology, plant pathology and tissue culture to create superior varieties that
are high-yielding, pest and disease resistant, nutrient-rich, adapted to diverse agro-climatic conditions.
Our germplasm pool
The breeding programs at our R&D facilities are anchored by an extensive germplasm pool as set out below, a
broad set of patent lines, and R&D facilities and collaborations that use conventional and modern breeding tools
to deliver locally adapted, high-yielding, and stress-tolerant hybrids and varieties:
For Field Crop Seeds
Crop Total germplasm
Fodder & Sorghum 7,335
Cotton 3,210
Maize 684
Pearl Millet 2,240
Mustard 1,275
Rice 407
Wheat 1,025
For Vegetables and Flower Seeds
Crops Total Germplasm Crops Total Germplasm
Marigold 2,043 Sweetcorn 286
Tomato 1,944 Brinjal 316
Chilli 1,379 Bittergourd 1,241
Onion 101 Ridge gourd 2,520
Okra 1,136 Bottle gourd 1,344
Capsicum 153 Sponge gourd 476
Cucumber 2661 Muskmelon 379
Watermelon 1268 Pumpkin 233
Our seeds R&D organization comprises 29 employees as of September 30, 2025. We hold 40 PVP registrations
granted in cotton, pearl millet, sorghum and mustard and maintain a strong run-rate of new product launches with
an innovation index of 20.08%.
Our collaborations
We collaborate with multi-national companies for the purposes of developing products which are locally relevant
and that aim to enhance farm productivity and profitability. Set out below are details of our collaborations.
331Collaboration with Purpose
For field crop seeds and cotton
Multinational Company Our Company has executed a sub-license agreement to use
Bollgard II® trait of insect resistance in cotton
BASF Our Company is a licensee of “Clearfield®” herbicide-
tolerance mustard technology and it is dedicated to
developing new varieties of herbicide-tolerant hybrid
mustard for India. Kifix® is the registered herbicide to be
used as an over-the-top herbicide for Clearfield Mustard in
India
Traitomic Our Company has a project-based collaboration with
Traitomic (Netherlands) to develop next gen mustard hybrid
For vegetable and flower seeds
World Vegetable Centre (WVC) I&B Seeds(1) has signed agreements with World Vegetable
Centre on:
• Special research project on okra - for developing lines
and hybrids resistant to Yellow Vein Mosaic virus and
Enation Leaf Curl Virus.
• Special research project on Luffa Breeding- to develop
improved lines and hybrids.
(1)I&B Seeds has amalgamated with our Company pursuant to an order passed by the National Company Law Tribunal, Ahmedabad Bench
on November 17, 2025. See “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
Production, procurement and raw materials
Our Company’s procurement strategy is aimed at ensuring uninterrupted, cost-effective, and compliant availability
of key raw materials, including active ingredients, intermediates, solvents, and packaging materials required for
the manufacture and marketing of its agrochemical products. Raw materials are sourced both domestically and
through imports from established global suppliers from China, Taiwan, USA and Japan. Our Company maintains
long-term supply arrangements for critical inputs while also leveraging spot purchases to optimise cost and
flexibility.
Our Company follows a multi-sourcing policy for key materials to minimise supply-chain risk and price volatility.
Inventory levels are maintained in line with production schedules and market forecasts, supported by adequate
safety stocks to mitigate supply disruptions.
All raw materials are subjected to stringent quality checks and analytical testing before use in production. The
procurement function also integrates sustainability and compliance considerations, ensuring that suppliers adhere
to environmental, health, and safety standards and applicable import/export regulations. Working capital for raw
material procurement is prudently managed to ensure liquidity and cost efficiency. Our Company typically avails
supplier credit ranging between 45 to 90 days depending on contractual terms and supplier relationship. For
imported inputs, credit facilities are supported through letters of credit or documents against acceptance terms.
Procurement and inventory decisions are aligned with cash-flow planning and forex management policies to
reduce financing costs and exposure to exchange rate volatility
These measures collectively contribute to operational efficiency, supply assurance, and long-term cost
competitiveness of our manufacturing and marketing operations.
The table below sets forth details on our cost of material consumed, including as a percentage of our total expenses
and revenue from operations, during the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023.
Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Amount % of Amount % of Amount % of Amount % of
(₹ total (₹ total (₹ total (₹ total
million) expenses million) expenses million) expenses million) expenses
Cost of materials 13,266.41 74.17 17,058.09 66.52 14,229.06 65.71 16,839.62 69.38
consumed*
*Includes the cost of raw materials which are sold as traded goods in the normal course of business.
332Inventory management
We maintain the finished products across our value chain, initial storage is done at manufacturing units and from
there we have a hub and spoke model of reginal distribution center and distribution center. Basis the storage
capacities of our distribution centers across India, we transfer the stocks as per the requirement of our sales and
the excess stocks is stored at our regional distribution centers. Our distribution centers work as the delivery points
for our customers to whom we supply the stocks against their confirmed orders in an efficient manner.
The quantum of finished products is determined through a comprehensive assessment of confirmed forecast from
sales, anticipated demand for couple of months, and projected annual forecasts. Production and inventory levels
for both raw materials and finished goods are planned on a monthly basis, in alignment with projected sales
volumes, the production schedule and actual forecast received. Daily production activities are thoroughly
monitored to ensure optimal inventory levels are maintained across all manufacturing facilities and regional
distribution centers. The planning process involves coordination between the sales, production and supply chain
functions to ensure that capacity utilization, material availability and delivery commitments remain synchronized.
This approach enables efficient utilization of resources, minimizes stock imbalances and supports timely
fulfillment of customer requirements.
For raw materials and packing materials, inventory levels are maintained based on several operational parameters,
including lead time, bill of materials requirements and re-order levels. These parameters are periodically reviewed
to reflect changes in demand patterns, supplier performance, and production requirements. Maintaining these
calibrated inventory levels ensures uninterrupted availability of critical inputs and supports the seamless execution
of the production plan.
Sales and marketing
Our sales network for crop protection products and plant nutrition solutions business is supported by 660 sales
and marketing executives, as of September 30, 2025. Our sales network for seeds business is supported by 361
sales and marketing executives, as of September 30, 2025. This structure is managed through 67 regions and 469
territories, aligned by segment to maximize reach, service quality, and brand differentiation. We have a dedicated
sales force that provides customer service and undertakes product promotion. Details of our sales and marketing
team as of September 30, 2025 are as set out below.
In addition, we also outsource farm advisory teams from third parties. Such outsourced teams are trained by us.
For our crop protection and natural crop solutions business under the brand, we call such teams as “Crystal
Doctors” and under the brand, such team is known as “Saffire Doctors”. As of September 30, 2025, there
were 1,108 Crystal Doctors and 285 Saffire Doctors. Additionally, as of September 30, 2025, for our seeds
business, we have 474 field officers dedicated to advise on seeds for field crops and 92 field officers dedicated to
advise on seeds for vegetables and flower seeds. These teams are deployed to interact directly with farmers to
promote our products and to educate the farmers in the correct farming techniques, to improve yields and
productivity.
Additionally, in order for us to manage our distribution processes efficiently, we have developed an in-house
mobile application called “MINE”. The platform is for sales application purposes, to build and streamline order
booking, returns management, stock visibility, and customer onboarding. It allows the field sales team with real-
time access to customer credit status, overdue checks and transactional history which is fully integrated with SAP
HANA. The platform creates a seamless flow of information between the field and enterprise systems. Further,
we have developed in-house mobile applications in relation to our seed business, such as “Karamveer” and
“Farminsta”.
Dealer network
We have significant presence and penetration within all states and union territories across India with a focus on
the agriculture intensive states (as identified in the F&S report. See “Industry Overview – Indian Crop Protection
Market - Overview” on page 228) such as Andhra Pradesh, Gujarat, Haryana, Madhya Pradesh, Maharashtra,
Karnataka, Punjab, Telangana, Rajasthan, Uttar Pradesh and West Bengal. Our extensive distribution network
enables us to launch our products effectively and allows us to increase the penetration of the products and
developing the brands and the products recognition among our customers.
333We supply crop protection products and plant nutrition solutions and seeds through an established network of
dealers. As of September 30, 2025, we have a pan-India distribution network in 23 states and four union territories
with an aggregate of 13,285 independent distributors, across business segments and brands.
The dealers play a vital role in ensuring connectivity between us and the farming community. The primary function
of dealers is to stock and distribute crop protection products and plant nutrition solutions and seeds directly to
farmers, ensuring product availability across geographies. Dealers act as key intermediaries in the supply chain
by placing timely orders, managing inventory, and facilitating credit to trusted farmers. They also assist in the
implementation of schemes, dissemination of product information, and collection of farmer feedback. In co-
ordination with the field sales team, dealers support product demonstrations, seasonal promotional activities, and
farmer training programs, thus contributing to both awareness and adoption. Overall, the dealer network is
essential for driving sales, extending market reach, and strengthening our presence at the grassroots level.
We follow a structured dealer appointment process to ensure alignment with our business values and compliance
requirements. The sales and marketing team identify potential dealers based on their market credibility, business
experience and reach within the farming community. Upon identification, a background verification is conducted,
followed by the initiation of the dealer registration process. The prospective dealer is required to submit all
necessary documents, including valid seed, pesticide and fertilizer licenses, GST registration, and other statutory
approvals. Once all documents are verified and found satisfactory, the dealer is formally appointed and integrated
into our distribution network.
Our strong dealer network enables us to supply our diverse range of crop protection products and plant nutrition
solutions and seeds to our customers across India within the requisite timeframes.
Customers
We offer our crop protection products and plant nutrition solutions both domestically as well as internationally.
Our products are offered in ‘farmer friendly packs’ such that they may be purchased both by smallholder farmers
as well as large progressive farmers. Our international business focuses on the export of our branded formulations
and Technicals, primarily to Bangladesh, Nepal, Tanzania, Uganda, Ethiopia, Armenia and Indonesia.
For our seeds business, in addition to sale of seeds in India, we also undertake sale of seeds such as fodder, maize,
sorghum, okra, tomato, hot pepper, gourds, capsicum, marigold and petunia, primarily to Japan, Bangladesh,
Nepal, United States of America and Thailand supported by our sales and marketing executives based in India.
Domestic Branded Business: Our domestic branded business comprises sale of various (i) branded crop protection
products and natural crop solutions for which we hold 583 registrations across 23 states and three union territories
in India, and in relation to which, we hold 18 product patents as on the date of this Draft Red Herring Prospectus
(ii) branded seeds wherein we undertake sale of hybrid seeds, details of which are as set out below.
Domestic brand Brands Products sold
business
Branded crop • Herbicides such as Sikosa, Amora, Gramoxone, Topper 77 and
(which includes
protection products Riceact
; division) and
and natural crop • Fungicides such as Bavistin, Blue Copper, Mentor and Tilt
solutions • Insecticides such as Missile, Proclaim, Abacin, Voltax, Jivora and
Proclaim Xtra
• combinations thereof
• natural crop solutions comprising bio-stimulants, bio-protectants,
plant growth regulators, liquid fertilizers and micro, such as
Nutrozen, Crystophiza, Talwar Zinc Super-14
Branded seeds For field crops • Portfolio of 97 hybrid varieties of field crops which includes:
Corporate brand is cotton, mustard, millet, sorghum and fodder crops, maize, wheat
and rice.
, and product
• Portfolio of 176 hybrid varieties of vegetable crops which
brands are ,
includes: capsicum, chili, tomato, sweetcorn, watermelon and
and other vegetables.
For vegetable and • Portfolio of 30 hybrid varieties of marigold flower seeds
flowers Seeds,
and
334Domestic Corporate Business: We undertake the sale of Technicals, formulations and seeds (on a bulk and packed
basis) to institutional customers, and also co-market our proprietary formulations through other brand players. We
have entered into collaboration agreements with multi-national companies such as Bayer CropSciences Limited
for product development and co-development for crop protection chemicals wherein we custom develop
formulations for the Indian market and region and Corteva for development of insecticide products based on the
patented product of Corteva, mainly for sucking pests on rice, cotton and vegetables. These arrangements expand
our reach and speed to market with low operating expense, also expands our procurement efficiencies. They also
provide us with insight into molecule trends and create a pipeline of projects and customers as we introduce new
products.
International business: Under our international business, we sell our crop protection products and natural crop
solutions and seeds to multiple jurisdictions, as set out below. Our international business is characterized by
different go-to-market strategies wherein, we sell our products to our independent distributors and importers in
the overseas markets; and undertake direct exports of Technicals to institutional customers in the overseas markets.
We hold 78 product registrations as of September 30, 2025, across 19 overseas jurisdictions including registrations
in Europe and Brazil.
Product category Products sub-categories exported Jurisdictions
Crop protection Formulations and Technicals such as Herbicides, Primarily Turkey, UAE, Bangladesh,
products and natural Fungicides, Insecticides and Natural Crop Solutions Nepal, Nigeria, Tanzania, Zimbabwe,
crop solutions South Africa, Egypt and Indonesia
Seeds Field crops such as fodder, maize, sorghum. Primarily Japan, Bangladesh, Nepal,
Vegetable crops such as okra, tomato, hot pepper, United States of America and Thailand
gourd and capsicum. Flowers such as marigold and
petunia.
Transport
We manage a comprehensive transportation network covering both domestic and international operations. Our
logistics function operates on the Hub-and-Spoke Model for domestic transportation, ensuring the efficient
movement of agrochemical products, including pesticides, fertilizers, and capex machinery. We handle all inbound
and outbound transportation from supplier factories to our plants, and from manufacturing facilities to depots and
distributors with a focus on timely, safe, and compliant delivery across India and overseas markets.
Vendor Partnerships and Compliance
We engage with vendor partners who operate various categories of lorries, including light commercial vehicles,
heavy commercial vehicles and trailers, suitable for different load requirements. All vendors strictly adhere to
government regulations and safety standards applicable to the transport of agrochemical products. Our operations
emphasize compliance, documentation, and traceability, ensuring adherence to statutory norms related to
hazardous goods movement and sustainable logistics practices.
Core Values and Digital Transparency
Our transportation framework emphasizes operational excellence, ethical conduct and customer-centric service.
We maintain full transparency with all stakeholders through automation tools covering the entire process from
bidding to payment. Our digital dashboards (which is propose to start from December 31, 2025) will provide real-
time visibility, ensuring accountability, data-driven decision-making to provide safe, sustainable and transparent
transportation operations.
Utilities
Power and fuel
Our manufacturing processes require an uninterrupted power to maintain product quality and also preserve the
productivity and lifetime of our machines and equipment. We source our electricity requirement directly from
state electricity grid, which enables us to maintain a consistent and dependable power supply for our
manufacturing and administrative operations, supplemented by power back by diesel generator sets. Further, we
use biomass to generate energy for manufacturing, ensuring our commitment to sustainability and reducing carbon
footprints. The sourcing of fuel is undertaken from local regions.
335Water
Our manufacturing processes also require water consumption although they are not water intensive. The
requirement for water is primarily met through water supply connections with surface water from municipal
supply systems. In order to reduce wastage of water, we undertake water conservation measures on an ongoing
basis such as rainwater harvesting, reduction of water at source, recycle of condensates, etc.
Environment, Sustainability, Health and Safety
Environment, health, safety and sustainability measures are at the core of our operations. Our formulation
manufacturing units are accredited with environmental management system standard ISO 14001: 2015. We are
subject to a wide range of safety and environmental laws and regulations. For details in relation to the regulations
applicable to us, see “Key Regulations and Policies in India” on page 343. We are committed to ensuring a safe
and healthy workplace for our employees while striving to minimize our impact on the environment. We
implement work safety measures to ensure a safe working environment including general guidelines for health
and safety (with PSM – Process Safety Management) at our processing and manufacturing facilities, accident
reporting, wearing safety equipment and maintaining clean and orderly work locations. Organization gearing up
for “Responsible Care” Certification.
Quality Control and Certifications
We place emphasis on strict quality control to ensure the reliability of our products and have implemented a quality
control system for monitoring the entire manufacturing process, identifying potential areas for improvement and
taking actions for continuous optimization. We seek to adopt a proactive approach towards quality in terms of
setting up robust process controls, working on and continuous investment in upgrading infrastructure which
supports in-line detection and closed loop control mechanism. Our Company is accredited with quality
management system standard ISO 9001: 2015. Our robust ERP system ensures auto allotment of lots based on
quality of products.
Information Technology
Our enterprise operates on the SAP S/4HANA Rise ERP platform, implemented across all locations to integrate
digital information from business documents and processes in real time, ensuring seamless operational efficiency.
Complementing this, we use dedicated systems such as HRMS (for Hire-to-Retire processes) and Happay (for
expense management), supported by role-based access controls and multi-factor authentication to maintain secure,
compartmentalized data access within the employee network. In alignment with modern security best practices,
we have adopted a Zero Trust Network Access (ZTNA) framework to strengthen identity-based access control
and minimize potential attack surfaces. Centralized user management through Single Sign-On (SSO) provides
streamlined authentication and improved governance across all enterprise applications.
336The digital initiatives undertaken for our agro-chemical business are detailed below.
In relation to our seed business, set out below are our digital initiatives:
App Key Features Purpose
▪ QR code–based product scanning and ▪ Strengthen channel partner
liquidation engagement and loyalty
▪ Integrated Track N Trace for end-to- ▪ Ensure end-to-end product
end product authenticity and visibility traceability
▪ Retailer loyalty program with reward ▪ Support sales planning and
points, redemption tracking, and supply chain visibility
scheme access ▪ Safeguard brand integrity and
▪ Real-time data dashboards and prevent counterfeiting
analytics
▪ Integration with Warehouse
Management System (WMS) for
monitoring material flows, production
efficiency, and product quality
▪ Real-time attendance and activity ▪ Enhance field force governance
tracking of salesforce and accountability
▪ Demo and event data capture ▪ Enable better planning through
▪ Field force visibility dashboard data-backed decisions
▪ Data-driven insights on productivity ▪ Improve efficiency and
and resource utilization transparency in field operations
▪ Secure web-based R&D platform ▪ Digitize and centralize breeding
▪ Pedigree management and data management
germplasm tracking ▪ Support informed, data-driven
▪ Trial setup, data collection, and R&D decisions
analysis tools ▪ Ensure compliance and
▪ Genomics integration and data knowledge continuity
visualization
▪ Controlled access, confidentiality,
and IP protection
▪ Integrates ERP workflows with on- ▪ Strengthen production planning
ground data and quality assurance
▪ Real-time field inspection and crop ▪ Enable real-time visibility of
progress tracking seed production operations
▪ Farmer/plot profiling and geo-tagged ▪ Provide insights for efficient
quality audits resource use and forecasting
▪ Crop stage monitoring and yield
forecasting dashboards
▪ Field force attendance and expense ▪ Streamline sales force
logging management
337App Key Features Purpose
▪ Field visit and sales activity tracking ▪ Improve operational visibility
▪ Real-time productivity monitoring and control
▪ Integrated Order Management ▪ Enhance order handling
System efficiency and accountability
Our cybersecurity infrastructure is further reinforced with next-generation firewalls, intrusion detection and
prevention systems (IDPS), and a centralized source code repository for secure software development and
collaboration. All systems are regularly reviewed and upgraded to optimize performance, strengthen cybersecurity
posture, and ensure continuous business operations.
To further enhance business continuity, risk management effectiveness and timely project delivery, we have
strategically outsourced IT services to specialized partners for areas such as SAP, cloud infrastructure, software
development, and analytics. These expert partners also provide ongoing updates on technological advancements
for potential deployment. Effective partner management ensures timely, secure and compliant deliveries with
proper documentation, auditing, and adherence to organizational standards.
See “Risk Factors – Any failure to protect our processes, technologies, product patents or our intellectual
property rights or any inadvertent infringement of the intellectual property rights of other, may have an adverse
effect on our business, financial condition, and results of operations.” on page 60.
Intellectual property
As on the date of this Draft Red Herring Prospectus, our Company has a portfolio of 477 trademarks filed under
various classes, of which 394 trademarks are registered in the name of our Company. Further, as on the date of
this Draft Red Herring Prospectus, our Subsidiaries have a portfolio of 113 trademarks filed under various classes,
of which 69 trademarks are registered in the name of our Subsidiaries.
In relation to the crop protection products, our Company files patent applications with an aim to protect novel,
optimized, environment friendly and end user friendly pesticidal formulations to meet the existing and future
challenges of the farming community and processes for preparing such formulations which have been developed
through inhouse research and development initiatives. We seek protection in India and various other jurisdictions
depending on the commercial potential and appropriate segments and markets where we operate and where we
would like to operate in future
Our three decades of experience, coupled with dedicated and strategic focus on R&D, have resulted in our
Company applying for 28 patents globally, out of which 18 patent applications have been examined and granted
in India, two patent applications are presently under examination and four patent application are refused and being
contested by us, as on the date of this Draft Red Herring Prospectus. Our Company has filed four patent
applications in other jurisdictions, out of which we have obtained two patent applications, which have been
examined and granted in Indonesia and Philippines and two patent applications are presently under examination
in Vietnam and Thailand. The patented products include a good mix of insecticidal, herbicidal, fungicidal, plant
growth regulator and bio stimulant compositions. Many of our granted patents have been successfully
commercialized in Indian markets. Further, in case of certain products, we file design applications. See
“Government and Other Approvals – Intellectual Property” on page 603.
Human resources
As of September 30, 2025, we had 2,097 full-time and 495 contractual employees in India. These employees are
employed in various capacities across our functions and include professionals such as agriculturists, engineers,
chartered accountants, business administration etc. We have a talent acquisition policy in place which is
professionally managed from within or outside our Company on merit. Our robust performance evaluation and
development policy ensure emoluments linked with performance. In addition to regular compensation, statutory
benefits and standard insurance coverage, we have a rewards and recognition policy where employees are
motivated to perform as an individual or team. An innovative sales incentives policy based on annual achievement
and growth helps in maintaining the growth as per industry norms. The ESOP Schemes for senior management
personnel ensure commitment for sustaining long term growth.
The following table provides the breakdown of the numbers of our employees by function as of September 30,
2025:
338Particulars Permanent Contractual
Administration & Other Supportive Functions 37 3
Audit, Finance & Accounts 65 -
Brand Sales & Marketing 1143 476
Crop Nutrition And Soil Health 4 -
Farm Mechanization & Agri Equipment Service And Sales 22 -
Human Resources 12 1
Information Technology 11 -
Legal & Secretarial 9 1
Manufacturing Technical & Formulation 405 1
Procurement Planning , Supply Chain & Warehousing Operations 69 1
Research & Development 165 6
Seeds - Operations 145 4
International & Institutional Business 10 2
Grand Total 2,097 495
*Additionally, 1,853 employees are engaged through third-party contractors.
Awards and Recognitions
In recognition of our technological capabilities and development processes, we have also received several awards
for the quality of our products and excellence in the business categories of our Company. For details of our awards,
see “History and Certain Other Corporate Matters – Awards, accreditations and recognition” on page 362.
Insurance
Our Company operates within the agrochemical industry, encompassing the manufacturing, formulation, storage,
and distribution of chemical products. These operations inherently involve a range of operational, environmental,
and safety risks. In line with industry best practices, our Company maintains comprehensive insurance coverage
to mitigate potential financial losses arising from damage to assets, accidents, and other unforeseen events.
The primary objective of maintaining such insurance coverage is to ensure business continuity, safeguard our
assets and stakeholders, and manage the financial implications of potential liabilities inherent in its operations.
Our Company also ensures full compliance with all applicable statutory and regulatory requirements relating to
insurance coverage for industrial operations and the handling of hazardous materials.
Our Company’s insurance portfolio includes both standard and specialized policies tailored to the agrochemical
sector. Key coverages include:
• Industrial All Risks (IAR) Policy: Covers all manufacturing units, securing fixed assets and inventory
against risks such as fire, storm, tempest, flood, inundation (STFI), earthquake, terrorism, machinery
breakdown, and fire loss of profit resulting from operational disruptions.
• Warehouse Insurance: Protects all warehouse assets, including buildings and stock, against fire and
burglary.
• Marine Insurance: Covers all procurement and sales transactions—both imported/exported and
domestic—against transit-related risks.
• Employee Insurance: Includes Group Medical, Group Personal Accident, and Group Term Life policies,
ensuring comprehensive health and financial protection for employees. These policies are designed for
broad coverage, ease of claims processing, and timely settlements.
• Liability Insurance: In compliance with statutory requirements, we maintain Directors & Officers (D&O)
Liability, Commercial General Liability, Commercial Crime, Cyber Security, Fidelity, Public Liability
and Workmen Compensation policies.
This comprehensive insurance framework provides financial protection against damage to production facilities,
loss of inventory, and third-party claims that may arise from product handling or environmental exposure. We
periodically review our insurance portfolio, in consultation with insurers and risk advisors, to ensure coverage
adequacy and alignment with evolving operational risks. For details, see “Risk Factors – Our insurance coverage
339may be inadequate, which could have an adverse effect on our financial condition and results of operations.”
on page 71.
Competition
Multinational corporations such as Bayer, Corteva, and Syngenta continue to dominate the top end of the value
chain through proprietary molecule development, while Indian firms like Sumitomo Chemicals, Dhanuka Agritech
and Rallis India have increasingly differentiated themselves through operational flexibility, strategic brand
acquisitions and localized product innovation. The product mix across leading companies reveals that while
insecticides remain the largest category by revenue contribution, the market is progressively balancing with
herbicides and fungicides as Indian agriculture mechanizes and shifts toward integrated pest and disease
management. (Source: F&S Report)
As per the F&S Report, seed companies compete with a number of domestic and international businesses in their
market. Market dynamics, competitive pricing tactics, or developments in seed technology can all have an effect
on a new player's entry, market share and profitability. Bayer-Monsanto merger, Dow Chemical-DuPont merger,
Corteva- Dow – Dupont- Pioneer, ChemChina acquisition of Syngenta were some of the major consolidations that
the seed industry saw since Fiscal 2015. The trend seems to continue with the new formed corporation acquiring
regional, biological, smart-digital agriculture companies to increase their strength in different sectors. For further
details, see “Industry Overview” and “Risk Factors – We face competition in relation to our offerings, from both
domestic as well as international players. Failure to launch new products with better yield compared to
competitor to compete effectively could result in the loss of customers/farmers, which could have an adverse
effect on our business, results of operations, financial condition and future prospects.” on pages 206 and 64,
respectively.
Corporate social responsibility
In compliance with the Companies Act, 2013 and applicable rules, our Company has constituted a Corporate
Social Responsibility (CSR) Committee at the Board level, chaired by the Chairman. The Committee meets
quarterly to identify focus areas, allocate resources, and monitor the progress of CSR initiatives. CSR is an integral
part of our values, aimed at contributing to the development of communities, the economy, and the environment.
Key focus areas include education, gender equality, women’s empowerment, sports and cultural development,
environmental sustainability, and rural development.
Our Company is particularly committed to rural upliftment and environmental sustainability, with ongoing
collaboration with non-governmental organisations. Contributions have been made towards various initiatives
benefiting underprivileged and marginalised sections of society. Details of CSR expenditure, including its
proportion to total expenses, are provided below. Set out below are details of corporate social responsibility
expenses, including as a percentage of our total expenses, in the periods/years indicated:
Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025
Corporate social responsibility 15.72 33.21 34.77 40.18
expenses (in ₹ million) (A)
Total expenses (in ₹ million) (B) 17,886.84 25,643.32 21,654.97 24,270.18
Corporate social responsibility 0.09 0.13 0.16 0.17
expenses as a percentage of total
expenses ((A/B)*100) (%)
Material properties
Our material premises comprise our Registered Office, our Corporate Office, our formulation manufacturing units,
our Technicals manufacturing facilities, our seed processing units and our R&D centres. For details on our capacity
utilisation of our Units, see “ – Manufacturing facilities”, on page 319.
340The following table sets out details of our premises:
S. No Particulars Location Actual Owner/Lessor Leased/Licen Promoter/Pr Date of Rent per
covered/ sed/Owned omoter agreement year
built up Group/Grou and term of (₹
area (in p lease/license million)
sq. meter Company/T (as
unless hird Party applicable)
specified
otherwise
)
Manufacturing facilities and R&D facilities
Crop protection products and natural crop solutions
1. Haryana Village And Post 8,728.00 Our Company Owned - NA NA
Formulatio Office, Nathupur,
n Unit Sonipat, Haryana
131 029, India
2. Gujarat Plot No 119/120, 4,935.14 Gujarat Third Party March 16, NA1
Formulatio GIDC Vithal, Udyog Industrial 2017; Valid
n Unit@ Nagar Moje Development for 99 years
Leased
Karamsad Anand, Corporation
Gujarat – 388 121,
India
3. Jammu SIDCO Industrial 4,406.00 The J&K state Third Party February 19, NA2
Unit 1 Complex, Bari Industrial 2010; Valid
Brahmana, Jammu Development Leased for 90 years
and Kashmir 181 Corporation
133, India Limited
4. Jammu SIDCO Industrial 3,825.20 The J&K state Third Party December 23, NA3
Unit 2 Complex, Bari Industrial 2004; Valid
Brahmana, Jammu Development Leased for 90 years
and Kashmir 181 Corporation
133, India Limited
5. Gujarat Plot No. D-2/CH/14 26,304.00 Gujarat Third Party April 6, NA4
Technical at Dahej-II Industrial 2011; Valid
Unit Industrial Estate, Development for 99 years
Leased
Dahej, Vagra, Corporation
Bharuch, Gujarat
392 130
6. Maharashtr G-54, MIDC 27,135.00 Maharashtra Third Party January 31, NA5
a Technical Industrial Estate, Industrial 2018; Valid
Unit Butibori, District Development Leased for 95 years
Nagpur 441 108, Corporation
Maharashtra, India
7. Technical Village And Post 950.00 Our Company - NA NA
Pilot Unit Office, Nathupur,
Owned
Sonipat, Haryana
131 029, India
8. KRDC Village And Post 2,960.00 Our Company - NA NA
Office, Nathupur,
Owned
Sonipat, Haryana -
131029
Seeds
9. Seed 21,179.00 Sumathi Seeds Third Party January 15, 2.54
Gouraram village,
processing Private Limited 2021; Valid
Waragalmandal,
unit- for 6 years
Medak, Hyderabad Leased
Sumathi
502 255, Telangana,
Seeds,
India
Telangana
10. Bengaluru 15/3A, Noojibail 3,211.94 Mr. Praveen N Third Party December 1, 6.47
Seed Unit Nursery Ganakallu, Noojibail 2023, Valid
Uttarahali Kengeri for 3 years
Road, Srinivasapura,
Bengaluru 560 060, Leased
Karnataka, India
341S. No Particulars Location Actual Owner/Lessor Leased/Licen Promoter/Pr Date of Rent per
covered/ sed/Owned omoter agreement year
built up Group/Grou and term of (₹
area (in p lease/license million)
sq. meter Company/T (as
unless hird Party applicable)
specified
otherwise
)
11. Seed 4,534.00 Pinaka Agro Third Party January 2, 4.22
Hakimpet Village,
Processing Solutions 2023; Valid
Masaipet Mandal,
Unit - Private Limited for 5 years
Medak District Leased
Pinaka
Telangana state-
Agro,
502255
Telangana
Registered Officer and Corporate Office
12. Registered 206, 2nd Floor, Span 120 sq. ft. Ankur Aggarwal Leased Promoter January 22, 0.06
office Trade Centre Opp. 2025; Valid
Kochrab, Gandhi for 11 months
Ashram, Near Paldi and has been
Char Rasta, Ashram extended for
Road Ellisbridge, a further
Ahmedabad 380 006 period of 11
Gujarat, India months with
effect from
December 1,
2025 through
a letter dated
November
22, 2025
13. Corporate B-95, Wazirpur 2,570.20 Redson Retail Leased Promoter May 1, 2025; 32.89
Office Industrial Area New and Reality Group Valid for 11
Delhi 110 052 Delhi, Private Ltd. months
India
@Pursuant to the Nexus Amalgamation Scheme, the entire business of Nexus, comprising, amongst other things, all properties were transferred
to Saffire as a going concern basis from the effective date of April 1, 2025. For details on the acquisition, See “History and Certain Other
Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years” on page 363.
1A consideration amount of ₹18.03 million was paid to Gujarat Industrial Development Corporation, on a one-time basis.
2A consideration amount of ₹5.43 million was paid to J&K state Industrial Development Corporation Limited, on a one-time basis.
3A consideration amount of ₹2.80 million was paid to J&K state Industrial Development Corporation Limited, on a one-time basis.
4A consideration amount of ₹23.72 million was paid to Gujarat Industrial Development Corporation, on a one-time basis.
5A consideration amount of ₹66.07 million was paid to Maharashtra Industrial Development Corporation, on a one-time basis.
342KEY REGULATIONS AND POLICIES IN INDIA
The following is a brief overview of certain key laws, regulations, and policies in India, which are applicable to
the business and operations. The information detailed below has been obtained from various legislations,
including rules, regulations, guidelines, and circulars promulgated and issued by regulatory bodies that are
available in the public domain. The overview and description set out below is not exhaustive and is only intended
to provide general information, and is neither designed, nor intended, to be a substitute for professional legal
advice. The statements below are based on the current provisions of Indian law, which are subject to change or
modification by subsequent legislative, regulatory, administrative, or judicial decisions. For details of the
government approvals and licenses required by us, see “Government and Other Approvals” on page 598.
Industry Specific Legislations
A. Legislations in relation to our crop protection business
The Insecticides Act, 1968 and the Insecticides Rules, 1971
The Insecticides Act, 1968, (“Insecticides Act”), regulates the registration, licensing, and quality-control of
insecticides.
• Registration: The definition of insecticides includes pesticides, fungicides and weedicides. Any person who
desires to import or manufacture any insecticide is required to apply to the registration committee under the
Insecticides Act, for the registration of such insecticide. The functions of the registration committee include
registering insecticides after scrutinizing their formulae and verifying claims made by the importer or the
manufacturer, as the case may be, as regards their efficacy and safety to human beings and animals. The
registration is granted by a central authority and is effective throughout India.
• Licensing: Any person who desires to manufacture or to sell, stock or exhibit for sale or distribute any
insecticide, or to undertake commercial pest control operations with the use of any insecticide may make an
application to the licensing officer for the grant of a license under the Insecticides Act. Our Company is
required to obtain a separate license for each place in which we manufacture, sell or stock for sale our products.
The license granted may be revoked or suspended or amended, inter alia, for misrepresentation of an essential
fact or failure to comply with the conditions subject to which the license was granted or contravention of any
of the provisions of the Insecticides Act. The license granted is valid for a limited period of time and is required
to be renewed periodically.
• Quality control: If the use of an insecticide or a batch thereof is likely to lead to such risk to human beings or
animals as to render it expedient or necessary to take immediate action, the Central Government or the State
Government may prohibit its sale, distribution or use, by notification, for a specified period pending
investigation in the matter. If, as a result of its own investigation or on receipt of a report from the State
Government, and after consultation with the registration committee, the Central Government is satisfied that
the use of the said insecticide or batch is or is not likely to cause any such risk, it may pass such order as it
deems fit.
The Insecticides Act makes it punishable to import, manufacture, sell, stock and exhibit for sale or distribution
any misbranded insecticides. An insecticide is deemed to be misbranded if: (i) its label contains any statement,
design or graphic representation relating thereto which is false or misleading in any material particular, or if
its package is otherwise deceptive in respect of its contents; or (ii) it is an imitation of, or is sold under the
name of, another insecticide; or (iii) its label does not contain a warning or caution which may be necessary
and sufficient, if complied with, to prevent risk to human beings or animals; or (iv) any word, statement or
other information required by or under the Insecticides Act to appear on the label is not displayed thereon in
such conspicuous manner as the other words, statements, designs or graphic matter have been displayed on
the label and in such terms as to render it likely to be read and understood by any ordinary individual under
customary conditions of purchase and use; or (v) it is not packed or labelled as required by or under the
Insecticides Act; or (vi) it is not registered in the manner required by or under the Insecticides Act; or (vii) the
label contains any reference to registration other than the registration number; or (viii) the insecticide has a
toxicity which is higher than the level prescribed or is mixed or packed with any substance so as to alter its
nature or quality or contains any substance which is not included in the registration.
343• Penalties: Contravention of the Insecticides Act is punishable with imprisonment or fine or both, with
enhanced punishment for repeat offences. Similarly, a person may be imprisoned for a period of six months to
three years depending upon the nature of the offence. Further, the prescribed officer under the Insecticides Act
has the power to stop the distribution, sale or use of an insecticide for a specified period which he has reason
to believe is being distributed, sold or used in contravention of the Insecticides Act. Additionally, if any person
is convicted under the Insecticides Act, the stock of insecticide in respect of which the contravention has been
made is liable to be confiscated. The Pesticides (Prohibition) Order, 2018 provides a list of 18 pesticides that
no person shall manufacture, import, formulate, transport, sell or use from the date specified in the order.
Further, the Government of India introduced a prohibition order on March 31, 2024, which listed down a list
of 49 pesticides which are banned for manufacture, import and use, from the date of the order.
We are also required to comply with the guidelines issued by the Central Insecticides Board and Registration
Committee (“CIBRC”) and the Insecticides Rules, 1971. The functions of the CIBRC include to advise the
Central Government and State Governments on technical matters such as the risk to human beings or animals
involved in the use of insecticides and the safety measures necessary to prevent such risk and the manufacture,
sale, storage, transport and distribution of insecticides with a view to ensure safety to human beings or animals
and to carry out other functions assigned to it by or under the Insecticides Act.
The Boilers Act, 2025 and Indian Boiler Regulations, 1950
Boilers Act, 2025 (“Boilers Act”) read with the Indian Boiler Regulations, 1950 (“Boilers Regulations”) governs
the design, manufacture, inspection, registration, certification, operation, and repair of boilers, boiler components,
and piping used for generating steam or vapor under pressure in India, with the objective of ensuring safety,
integrity, and standardization. Entities that manufacture, erect, repair, or use boilers must obtain requisite
approvals and certification, including registration of boilers with the jurisdictional Chief Inspector of Boilers,
design and material approvals, inspection clearances, and periodic renewal of certificates; manufacturers,
repairers, and erectors are required to be recognized/approved under the Boilers Regulations’ framework, and
operation of specified boilers requires certified personnel in accordance with applicable rules. Acts such as
operating an unregistered or uncertified boiler, non-compliance with inspection directions, manufacturing or
repairs without approval, or use of non-conforming materials or procedures, may attract enforcement actions
including prohibition of use, suspension or cancellation of approvals, monetary penalties, and, in aggravated cases,
prosecution that may entail fines and/or imprisonment.
The Solvent Raffinate and Slop (Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000
The Solvent Raffinate and Slop (Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000
(“Solvent Order”) has been issued under the Essential Commodities Act (“ECA”) and regulates the acquisition,
sale, and storage of solvent, raffinate, and slop, by‑products from petroleum refining and petrochemical processes,
to prevent their diversion for use as automotive fuel, and applies to producers, dealers, transporters, and bulk
consumers handling such materials. The Solvent Order requires authorization/licensing from the designated
authority for acquisition, storage, transport, and sale, mandates maintenance of records, issue of delivery
documents/challans, and compliance with prescribed storage conditions, denaturing or coloring (where specified),
and labeling to distinguish these products from motor spirit or high speed diesel; it also restricts sale to registered
industrial users for approved non-fuel applications and prohibits supply to retail outlets or use in automobiles.
Contraventions such as unauthorized acquisition or sale, failure to maintain records, tampering, or use in
automobiles may attract penal consequences under the ECA, including seizure and confiscation of stocks,
cancellation of permissions, and prosecution with fines and imprisonment as per the ECA’s penalty framework,
in addition to directions for disposal of seized material and disqualification of offenders from further dealings.
The Fertiliser (Inorganic, Organic or Mixed) (Control) Order, 1985
The Fertiliser (Inorganic, Organic or Mixed) (Control) Order, 1985, (“Fertilizer Order”) issued under the ECA,
regulates the manufacture, import, sale, price, quality, packing, marking, storage, distribution, and use of fertilisers
in India, including inorganic, organic, mixed, bio-fertilisers, and organic soil conditioners, through prescribed
specifications, standards, and labeling requirements. Entities engaged in manufacturing, importing, selling, or
distributing fertilisers must obtain and maintain applicable registrations and approvals, including registration as
manufacturer/importer and dealer, certificates of manufacture for mixtures/special mixtures, product-wise
approvals where they are mandated for organic and bio-fertilisers, and compliance with sampling, testing, and
labeling norms; stockists and retailers are also subject to dealer registration and record-keeping, and consignments
344may be inspected and sampled by notified fertiliser inspectors and tested by notified laboratories. If the
manufacture, import, or sale is done without registration, or there is sale of non-standard or misbranded fertiliser,
tampering with labels, failure to comply with specifications, or obstruction of inspection, it can lead to seizure
and confiscation, suspension or cancellation of registrations/authorisations, directions restricting sale or
movement, and prosecution under the ECA, which may entail imprisonment and fines.
Fertiliser (Movement Control) Order, 1973
The Fertiliser (Movement Control) Order, 1973, (“FM Order”) issued under the ECA, regulates the allocation,
routing, transport, storage, and distribution of fertilisers to ensure equitable and timely availability across regions,
and empowers the central and state governments to issue directions governing inter‑state and intra‑state
movement, release orders, distribution channels, stock limits, and priorities for supply. Entities engaged in the
movement, wholesale or retail distribution, or handling of fertilisers are required to comply with movement
permissions and release orders, maintain prescribed stock and sale records, adhere to notified routing and
destination instructions, observe any restrictions on transport or diversion, and furnish returns or information as
directed by the competent authority; dealers and transporters must ensure that consignments are carried with
requisite documentation and are not diverted, hoarded, or sold in contravention of allocation orders. Breaches
such as transporting or diverting fertilisers contrary to notified routes or release orders, failure to maintain records
or furnish information, non‑compliance with stock or distribution directions, or obstruction of inspection, may
result in search, seizure and confiscation of stock, suspension or cancellation of authorisations, and prosecution
under the ECA, which may entail imprisonment and fines.
The Draft Pesticides Management Bill, 2020
The Draft Pesticides Management Bill, 2020 (“Draft Pesticides Management Bill”) seeks to comprehensively
regulate the import, manufacture, sale, distribution, transport, packaging, labeling, storage, use, and disposal of
pesticides across India, replacing the Insecticides Act, and extending to all persons and entities dealing with
pesticides and related formulations. It establishes a mandatory, centralized regime for the registration of pesticides
prior to import or manufacture, based on dossier submissions regarding safety, efficacy, quality, and risk
management, with powers to impose conditions, suspend, or cancel registrations where risks emerge or data are
deficient. In addition, the Draft Pesticides Management Bill provides a licensing framework, typically through
designated authorities, for activities such as manufacture, sale, stock, exhibit, distribute, and pest control
operations, and prescribes compliance obligations on labeling, packaging, advertisement, record-keeping, and
reporting of adverse effects, while enabling restrictions or prohibitions on hazardous products, including
temporary bans and recall directions. In case of contraventions, the Draft Pesticides Management Bill
contemplates a graduated penalty structure that includes seizure and confiscation, cancellation or suspension of
registrations and licenses, monetary fines, and imprisonment for specified offenses, with enhanced penalties for
repeat violations, for causing serious harm, or for misleading advertisements, along with authority to order
disposal of non-compliant stocks and other corrective measures to protect public health, farmer interests, and
environmental safety.
B. Legislations in relation to our seeds business
The Seeds Act, 1966 and the Seeds Rules, 1968
The Seeds Act, 1966, (“Seeds Act”) read with the Seeds Rules, 1968, (“Seeds Rules”) establishes a
comprehensive regime to regulate the quality, sale, export and import, and labeling of notified kinds and varieties
of seeds in India, with the objective of ensuring minimum standards of germination, physical purity, and
truthfulness to type. The Seeds Act provides for notification of kinds/varieties by the central government,
recognition of seed certification agencies and seed testing laboratories, appointment and powers of seed inspectors
and seed analysts, and procedures for sampling, analysis, and referee testing. Producers, processors, sellers, and
distributors of notified seeds must ensure conformity with prescribed standards and are required to affix labels
bearing mandatory particulars, including the name of kind/variety, lot/batch number, month and year of test,
minimum germination and purity standards, net content, and the name and address of the producer/marketer,
together with statements necessary to ensure traceability; where seeds are sold as “certified seed,” entities must
obtain certification from an authorized seed certification agency and comply with field and seed standards, pre‑
and post‑control plots where applicable, and prescribed sealing, tagging, and record‑keeping protocols. The Seeds
Rules prescribe classes of certified seed (e.g., foundation and certified), procedures for granting and renewal of
certification, and conditions for use of certification tags and seals, as well as recognition of laboratories and
competency requirements for seed analysts, proficiency checks, and formats for analysis reports. Operationally,
345persons dealing with notified seeds must maintain production, processing, and sale records, retain representative
samples for specified periods, furnish information and returns when called upon, keep premises open for
inspection, and allow seed inspectors to take samples in the prescribed manner; consignments may be detained
where non‑conformity is suspected, and inspectors are empowered to search, seize, and issue stop‑sale or
prohibition orders. Analytical results are issued by seed analysts in the prescribed form, and the scheme
contemplates referee analysis by a notified central laboratory in case of disputes. Contraventions under the Seeds
Act, such as selling non‑standard or misbranded seeds, false or misleading labels or advertisements, tampering
with certification tags or seals, failure to comply with labelling, sampling, or record requirements, or obstruction
of inspection, can result in seizure and prohibition of sale, directions for disposal of stock, and cancellation or
suspension of certificates or recognitions. Offences are prosecutable and attract monetary penalties and, for
aggravated or repeat offences, imprisonment; offences by companies may be attributed to persons in charge at the
time of contravention, subject to statutory defences. Appeals and review mechanisms are provided in respect of
certain administrative orders (including certification decisions), and the regulatory scheme operates alongside
other applicable controls for import and plant quarantine, without limiting stricter requirements that may be
imposed under other laws or by state authorities within their competence.
The Cotton Seed Price (Control) Order, 2015
The Cotton Seed Price (Control) Order, 2015, (“Cotton Seed Price Order”) issued under the ECA, empowers
the central government to regulate the maximum sale price of cotton seed (including genetically modified/ Bt
cotton hybrids) and to determine and notify the components of price, including the “seed value” and the
technology/trait value payable to the technology provider, with a view to ensuring availability at fair prices and
preventing restrictive practices. The Cotton Seed Price Order applies across the supply chain to producers,
technology providers, processors, wholesalers, and dealers handling cotton seed for sale, and authorizes issuance
of directions on pricing, supply, distribution, packaging, and disclosure, including mandatory printing of the
notified maximum sale price and other particulars on seed containers and display of price lists. While the Cotton
Seed Price Order does not prescribe a standalone licensing regime, entities must hold and comply with applicable
registrations and licences under the Seeds Act, Seeds Rules and the Seeds Order, maintain prescribed stock and
sale records, furnish returns and information as called for by the competent authority, and adhere strictly to notified
price controls and any directions on trait value, discounts, commissions, or supply obligations. Contraventions
such as selling above the notified price, charging or remitting trait value contrary to government notification,
non‑compliance with packaging or disclosure requirements, diversion, hoarding or refusal to sell, failure to
maintain records or submit returns, or obstruction of inspection, are enforceable under the ECA and the Cotton
Seed Price Order, and may attract inspection, search, seizure and confiscation of stocks, suspension or cancellation
of authorizations under allied seed control regimes, and prosecution that can result in fines and imprisonment,
with enhanced penalties for continuing and repeat offences and vicarious liability attaching to companies and
persons in charge at the time of contravention.
The Seeds (Control) Order, 1983
The Seeds (Control) Order, 1983, (“Seeds Order”) issued under the ECA, regulates the trade in seeds by
providing a licensing and supervisory framework for persons engaged in the business of selling, exporting, or
importing seeds, with the objective of ensuring availability of quality seeds at fair prices and preventing
malpractices in distribution. No person may carry on the business of a dealer in seeds except under and in
accordance with a valid licence granted by the designated licensing authority; licences are subject to conditions
including compliance with labelling requirements under the Seeds Act and Seeds Rules, maintenance of prescribed
stock, sale, and purchase registers, display of price lists and licences at the place of business, issuance of
cash/credit memos, and furnishing of periodic returns and information. Licensees must not sell misbranded or
non‑standard seeds and are required to cooperate with inspections, sampling, and verification by notified
authorities. The Seeds Order empowers search, seizure, and securing of stocks where contravention is suspected,
and permits suspension or cancellation of licences for breach of conditions or violations. Contraventions such as
operating without a licence, failure to maintain records or submit returns, sale of seeds in contravention of
specifications or labelling norms, overcharging beyond notified prices, diversion or hoarding, or obstruction of
inspection may result in seizure and confiscation of stock, suspension/cancellation of licences, and prosecution
under the ECA, which provides for imprisonment and fines, with enhanced penalties for repeat offences and
vicarious liability for offences by companies.
346National Seeds Policy, 2002
The National Seeds Policy, 2002 (“Seeds Policy”) sets out the Government of India’s strategic framework to
develop a vigorous, competitive, and technology-driven seed sector that ensures timely availability of quality
seeds to farmers, strengthens domestic research and plant breeding, and facilitates orderly growth of seed trade
consistent with national biosecurity and farmers’ interests. The Seeds Policy emphasizes assurance of quality
through upgradation of seed testing laboratories and certification systems, promotion of truthful labelling with
accountability for performance, and modernization of public sector seed organizations alongside encouragement
of private investment in research and development, production, and marketing. It provides for a science-based
regulatory environment for variety evaluation, release/notification, and, where applicable, registration, with
provision for multi-location trials to validate value-for-cultivation-and-use and agronomic performance. On trade,
the Seeds Policy streamlines import of seed and planting material subject to phytosanitary and quarantine
requirements, limited-scale trial evaluation prior to commercial release where warranted, and adherence to
intellectual property and biosafety frameworks; it also promotes export through quality upgradation, accreditation,
and facilitation measures, while maintaining domestic supply security. Entities engaged in seed production,
processing, storage, and marketing are expected to comply with applicable statutory regimes, including the Seeds
Act and Seeds Rules, Plant Quarantine Order, environmental and biosafety clearances for regulated material, and
truthful labelling, certification, and record-keeping standards. While the Seeds Policy is not penal in itself,
violations of the binding legal instruments it operates through, such as sale of misbranded or substandard seed,
non-compliance with labelling, certification, or quarantine requirements, or unauthorized import/export, may lead
to inspection, seizure, stop-sale or recall, suspension or cancellation of registrations/certifications, confiscation of
consignments, and prosecution with fines and/or imprisonment. The Seeds Policy thus aligns quality assurance,
innovation incentives, and market access, with farmer protections and biosecurity safeguards at the core of seed
sector development.
New Policy on Seed Development, 1988
The New Policy on Seed Development, 1988 (“Seed Development Policy”) articulates the Government of India’s
framework for promoting a modern, competitive seed sector by encouraging private participation, facilitating
access to high-quality domestic and imported seed and planting material, and strengthening quality assurance
through existing statutory instruments. The Seed Development Policy enables import of seeds/planting materials
for research, trials, and commercial use subject to phytosanitary and quarantine clearances, varietal evaluation and
multi‑location trials where required, and compliance with applicable foreign trade controls; it also supports export
of seeds consistent with domestic demand and quality norms. Entities engaged in seed production, processing,
marketing, import, or export are expected to operate under and obtain approvals/licenses required by the prevailing
legal regime, including registrations, certifications, and labelling standards under the Seeds Act and Seeds Rules
and, where relevant, biosafety or plant quarantine approvals, variety release/registration where mandated, and
dealer/manufacturer licensing or recognition of seed testing/certification bodies. While the Seed Development
Policy itself is not penal in nature, non‑compliance with binding statutes and orders governing seed quality,
movement, labelling, trade, and biosecurity, such as the Seeds Act and Seeds Rules, the Plant Quarantine regime,
the fertiliser control framework as applicable to seed treatments, and foreign trade and customs laws, may result
in seizure, stop‑sale or recall, suspension or cancellation of registrations or licenses, confiscation of consignments,
and prosecution entailing fines and/or imprisonment under the respective parent enactments and rules. The Seed
Development Policy thus functions in tandem with statutory controls to channel innovation, ensure varietal
performance evaluation and traceability, and safeguard farmers’ interests and biosecurity while expanding access
to improved germplasm and technologies.
The Draft Seeds Bill, 2019
The Draft Seeds Bill, 2019 (“Draft Seeds Bill”) proposes to overhaul the existing seed regulatory framework by
expanding coverage to all varieties of seeds for sowing and planting material, strengthening quality assurance,
and enhancing transparency in the seed supply chain. It contemplates compulsory registration of all seed varieties
(including imported varieties) with the prescribed authority based on specified value for cultivation and use or
distinctiveness, uniformity and stability parameters, and mandates disclosure of expected performance under
given agro‑climatic conditions. The Draft Seeds Bill provides for a national register of varieties, recognizes seed
certification agencies and seed testing laboratories, and prescribes minimum standards for germination, genetic
and physical purity, and seed health. Producers, processors, importers, and dealers would be required to obtain
registration or licenses, comply with labelling and packaging norms, maintain records and samples, furnish
periodic returns, and submit to inspection and sampling by designated seed inspectors; import of seeds would be
subject to registration and conformity with phytosanitary requirements. The Draft Seeds Bill envisages
347farmer‑centric protections, including liability of producers/marketers for compensation in case of failure of
performance of registered seeds under notified conditions, and exemptions allowing farmers to save, use,
exchange, and sell farm‑saved seed (other than branded). Contraventions such as sale of unregistered or
misbranded seed, non‑compliance with standards, false claims or advertisements, obstruction of inspection, or
failure to maintain records—may attract suspension or cancellation of registrations/licenses, seizure and stop‑sale
orders, administrative penalties, and prosecution leading to fines and imprisonment, with vicarious liability for
offences by companies and enhanced penalties for repeat violations.
C. Legislations generally applicable to our business
The Biological Diversity Act, 2002 and Biological Diversity Rules, 2004
The Biological Diversity Act, 2002, (“Biological Diversity Act”) read with the Biological Diversity Rules, 2004,
(“Biological Diversity Rules”) establishes a national regime for conservation, sustainable use, and fair and
equitable benefit‑sharing from India’s biological resources and associated traditional knowledge. It creates a
three‑tier architecture; National Biodiversity Authority (“NBA”), State Biodiversity Boards (“SBBs”), and
Biodiversity Management Committees (“BMCs”) with BMCs preparing people’s biodiversity registers. Access
is regulated by applicant category and purpose: prior NBA approval is required for foreign persons, NRIs, and
entities with foreign participation for research, commercial utilization, bio‑survey/bio-utilization, transfer of
research results, or intellectual property rights based on Indian biological resources; Indian citizens/entities must
intimate and obtain SBB permission for commercial utilization or bio‑survey/bio-utilization, subject to notified
exemptions (e.g., certain traditional uses and value‑added products). Access and benefit‑sharing (“ABS”) is
implemented through approval conditions and ABS agreements, including monetary/non‑monetary benefits to
local communities, with conservation safeguards. Additional prior approval of the NBA is required before grant
of intellectual property rights based on Indian biological resources or associated knowledge. Entities engaged in
collection, research and development, product development, commercialization, or export must secure the relevant
approvals, maintain records, submit reports, and comply with quantity, geographic, and sustainability conditions
alongside other sectoral laws. Contraventions may attract directions to cease activity, seizure/confiscation,
cancellation of permissions, and prosecution with fines and imprisonment, including company‑officer liability;
certain violations may be compounded as per the Biological Diversity Rules.
The Petroleum Act, 1934 and the Petroleum Rules, 2002
The Petroleum Act, 1934, (“Petroleum Act”) read with the Petroleum Rules, 2002 (“Petroleum Rules”),
provides the central framework for regulating the import, transport, storage, production, refining, and blending of
petroleum in India, with classification by flash point into petroleum classes and detailed safety, testing, and
handling requirements. The regime administered through the chief controller of explosives/ Petroleum and
Explosives Safety Organization (“PESO”) requires licences for import, transport and storage (including for tank
vehicles, pipelines, installations, service stations and decanting operations) and prescribes technical standards,
hazardous area classifications, separation distances, firefighting and electrical safety norms, and procedures for
testing and certifying apparatus and petroleum samples; small‑quantity carve‑outs apply for specified volumes of
classes and import is restricted to approved ports/points with customs and port‑facility approvals. Licensees must
maintain records, display licences, submit to inspection and sampling, report specified accidents, and comply with
operating conditions and approved plans, while approvals may be suspended, cancelled or modified for
non‑compliance. Enforcement powers include inspection, entry, search, seizure, detention and prohibition of use;
contraventions such as importing, transporting, storing, producing, refining or blending in breach of the Petroleum
Act or the Petroleum Rules or licence conditions, using unapproved receptacles or facilities, or obstructing
inspection or sampling, attract penalties under the Petroleum Act, including confiscation of petroleum and
receptacles, monetary fines and, for first and repeat offences, imprisonment, with liability extending to companies
and persons in charge at the time of contravention; authorities may also order closure or regulation of operations
and mandate corrective measures, in addition to actions available under allied laws.
The Protection of Plant Varieties and Farmers’ Rights Act, 2001
The Protection of Plant Varieties and Farmers’ Rights Act, 2001 (“Protection of Plant Varieties and Farmers’
Rights Act”) establishes a sui generis regime to protect plant breeders’ rights while recognizing farmers’ and
researchers’ rights. It provides for registration of new, extant, farmers’ and essentially derived varieties that meet
distinctness, uniformity, stability (and novelty, where applicable), creation of a national register, and oversight by
the protection of plant varieties and farmers’ rights authority and registry. Registered breeders obtain exclusive
rights to produce, sell, market, distribute, import or export the variety, subject to researchers’ use for
348experimentation and breeding, and farmers’ rights to save, use, sow, resow, exchange and share farm‑produce
(but not sell “branded” seed). Certificates generally endure for 15 years (18 for trees/vines), with deposit of
propagating material and annual fees. The Protection of Plant Varieties and Farmers’ Rights Act enables
benefit‑sharing, recognition and compensation to communities/farmers, and compulsory licences where public
requirements or reasonable prices are not met. Infringement and false denomination attract civil remedies and
criminal penalties, with company‑officer liability.
Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (“Bureau of Indian Standards Act”) establishes the Bureau of Indian
Standards (“BIS”) as the national standards body and provides a comprehensive framework for standardization,
conformity assessment, and quality assurance of goods, articles, processes, systems, and services in India. The
Bureau of Indian Standards Act empowers BIS to formulate and publish Indian standards, operate conformity
assessment schemes, and grant licences or certificates of conformity for the use of the standard mark (including
hallmark for precious metal articles), supported by recognition of testing laboratories and assaying and
hallmarking centres. The central government may, in the public interest or for health, safety, environmental
protection, prevention of unfair trade practices, or national security, mandate compulsory use of the standard mark
through notifications, and may authorize BIS or other accredited agencies to certify and enforce compliance.
Licensed entities and certified sellers must ensure continuous conformity, proper labelling and marking,
cooperation with inspections, and compliance with recall/repair/replacement or consumer compensation
directions for non-conforming standard‑marked products. Contraventions such as manufacture, import,
distribution, sale, storage, or exhibition for sale of goods notified for compulsory certification without a valid
licence, improper or unauthorized use of the standard mark or hallmark, false claims of conformity, or breach of
licence conditions, are enforceable through inspection, search and seizure, stop‑sale and recall directions,
suspension or cancellation of licences/certifications, and prosecution carrying fines and imprisonment, with
vicarious liability attaching to companies and persons in charge and compounding available for specified offences.
Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011
The Legal Metrology Act, 2009 (“Legal Metrology Act”) establishes standards of weights and measures and
regulates trade and commerce in goods sold by weight, measure or number, while the Legal Metrology (Packaged
Commodities) Rules, 2011 (“Packaged Commodity Rules”) prescribe mandatory declarations and other
requirements for pre‑packaged commodities offered for retail sale. Businesses using or dealing in weights and
measures must obtain applicable approvals and licenses, including model approval for specified instruments,
verification and periodic stamping of weights and measures, importer registration for weights and measures, and,
at the state level, licences for manufacture, repair or sale of weights and measures; manufacturers, packers and
importers of pre‑packaged commodities must register under rule 27 of the Packaged Commodity Rules. Packages
must carry clear, legible declarations including name and address of manufacturer/packer/importer, country of
origin for imports, common/generic name, net quantity in standard units, month and year of manufacture (and
“best before/use by” where relevant), maximum retail price inclusive of all taxes, unit sale price where applicable,
and consumer care details; e‑commerce listings must display prescribed declarations. Exemptions apply inter alia
to packages above 25 kg/25 L (subject to specified carve‑outs) and to industrial/institutional consumers.
Enforcement authorities may inspect, sample, test, search and seize; contraventions (including sale of
non‑standard packages, short-quantity, maximum retail price violations, use of unverified instruments, or failure
to register) may result in seizure, stop‑sale, compounding, monetary penalties, and, for certain offences,
imprisonment, with liability attaching to companies and responsible officers and enhanced penalties for repeat
violations.
The Explosives Act, 1884 and the Explosives Rules, 2008
The Explosives Act, 1884, (“Explosives Act”) read with the Explosives Rules, 2008 (“Explosives Rules”),
provides the central regime for regulating the manufacture, import, export, transport, possession, sale and use of
explosives in India, including classification, authorization of explosives, packaging and marking, safety distances,
storage in magazines, and audit/inspection, with administration by the PESO. Manufacture is permitted only in
licensed factories following approved processes and safety management plans; explosives must be “authorised”
by the chief controller after prescribed testing; storage requires licensed magazines conforming to construction
and safety‑distance norms; transport (including road vans), possession for sale/use, public display fireworks, and
import/export at notified ports are each subject to specific licences/permits, documentation and handling
protocols; designated personnel certifications (e.g., shot‑firer/foreman) may be required. Licensees must maintain
stock and transaction records, permit inspection and sampling, report accidents/theft, and comply with
349packaging/marking, compatibility segregation, maximum permissible quantities, and lightning/fire/electrical
safety controls. Contraventions such as manufacture, storage, transport, sale or use without licence or in breach
of licence conditions, dealing in unauthorised explosives, mis‑declaration, or obstruction of inspection, are
actionable under the Explosives Act or the Explosives Rules and may entail seizure/confiscation, suspension or
revocation of approvals/licences, closure directions and prosecution leading to fines and imprisonment; serious
unlawful use may also attract liability under the Explosive Substances Act, 1908, with enhanced penalties, and
offences by companies may be attributed to persons in charge at the time of contravention.
Biological Diversity (Access to Biological Resources and Knowledge Associated thereto and Fair and Equitable
Sharing of Benefits) Regulations, 2025
The Biological Diversity (Access to Biological Resources and Knowledge Associated thereto and Fair and
Equitable Sharing of Benefits) Regulations, 2025, (“Biological Diversity Regulations”) issued by the national
biodiversity authority under the biological diversity framework, replace the Guidelines on Access to Biological
Resources and Associated Knowledge and Benefits Sharing Regulations, 2014 and operationalize benefit‑sharing
for access to Indian biological resources, associated traditional knowledge, and digital sequence information
across research, bio‑survey/bio-utilization, commercial utilization, transfer of research results, and intellectual
property rights‑linked commercialization. They introduce graded, turnover‑based monetary benefit‑sharing for
commercial use linked to annual gross ex‑factory sale price (excluding taxes): nil up to ₹ 50 million; 0.2% for
above ₹ 50–500 million; 0.4% for above ₹ 500 million- 2.5 billion; and 0.6% above ₹ 2.5 billion, with mandatory
annual resource‑use statements for users with turnover above ₹ 10 million. For high conservation/economic value
resources (e.g., red sanders, sandalwood, agarwood, notified threatened species), an upfront payment of not less
than 5% of auction/sale/purchase price applies and, in specified cases, an additional 20% benefit‑sharing may be
levied; sector‑specific calibrations and non‑monetary options are recognized. Intellectual property rights
commercialization attracts up to 1% of annual gross ex‑factory sale price if self‑commercialized, and up to 5%
each of licence/assignment fees and royalties if out‑licensed/assigned; use of traditional knowledge may entail an
additional 25%. Transfer of research results to foreign persons may require prior approval and up to 5% of
monetary consideration. Indian entities must provide prior intimation to the state board/council for
commercialization (with a 15‑day disposal/deemed approval construct), while foreign/foreign‑controlled
applicants require national biodiversity authority prior approval; cultivated medicinal plants notified under law
are exempt in specified cases. Non‑compliance may result in refusal, suspension or cancellation of approvals,
recovery of dues, seizure or disposal directions, and prosecution or penalties under the Biological Diversity Act
or Biological Diversity Rules, with company‑officer liability, while a portion of collected benefits is retained by
the national biodiversity authority in accordance with the Biological Diversity Regulations.
Rules for the Manufacture, Use, Import, Export and Storage of Hazardous Microorganisms, Genetically
Engineered Organisms or Cells, 1989
The Rules for the Manufacture, Use, Import, Export and Storage of Hazardous Microorganisms, Genetically
Engineered Organisms or Cells, 1989 (“GEM Rules”) framed under the Environment (Protection) Act, 1986
(“Environment Protection Act”) establish India’s biosafety regime for activities involving hazardous
microorganisms, genetically engineered organisms (“GEOs”)/cells, and products thereof, covering research,
contained use, field trials, environmental release, and industrial production, as well as import, export, transport,
and storage. The GEM Rules classifies organisms and activities by risk, prescribes containment and biosafety
level requirements, and creates a multi‑tier oversight architecture comprising Institutional Biosafety Committees
(“IBSCs”) at the establishment level, the Review Committee on Genetic Manipulation (“RCGM”) under the
department of biotechnology for research oversight and confined trials, and the Genetic Engineering Appraisal
Committee (“GEAC”) under the Ministry of Environment, forest and climate change for approvals relating to
environmental release, large‑scale use, and import/export of GEOs and products; State Biotechnology
Coordination Committees (“SBCCs”) and District Level Committees (“DLCs”) monitor compliance at the field
and facility level. Entities engaging in recombinant DNA work, contained research, pilot‑scale or large‑scale
manufacture, clinical or field evaluations, or the import/export/transport/storage of regulated materials must obtain
the requisite prior approvals/consents from IBSC/RCGM/GEAC, adhere to notified containment, packaging,
labelling and emergency response measures, implement institutional biosafety manuals and training, maintain
records and incident registers, and submit periodic reports; imports/exports are additionally subject to applicable
plant/animal quarantine, customs, and foreign trade controls. No person may produce, sell, import, export or
release GEOs or products without GEAC approval where required, and approvals are subject to conditions,
post‑approval monitoring, and recall/mitigation directions. Contraventions including undertaking activities
without or in breach of approval, failure to comply with containment and transport requirements, concealment or
mislabelling of regulated materials, non‑reporting of accidents, obstruction of inspection, or non‑compliance with
350monitoring directions—are enforceable under the Environment Protection Act, which empowers authorities to
order closure, prohibition or regulation of industry or processes, disconnection of utilities, and to prosecute
offences punishable with fines and imprisonment, with enhanced penalties for continued contravention; liability
may extend to company officers responsible at the time of offence. Seizure and disposal of non‑compliant
materials, suspension or cancellation of approvals, and directions for recall, decontamination, or field destruction
may also be imposed.
The Legal Metrology (National Standards) Rules, 2011
The Legal Metrology (National Standards) Rules, 2011, (“National Standard Rules”) framed under the Legal
Metrology Act, lay down India’s system of measurement based on the international System of Units (“SI”) by
prescribing base units (for length, mass, time, electric current, thermodynamic temperature, amount of substance
and luminous intensity), derived units, permitted special and supplementary units, their symbols and
multiples/sub‑multiples, and by establishing the hierarchy, custody and periodic verification of standards. The
National Standard Rules provide for custody of national prototypes and reference standards at the national physical
laboratory, and for the establishment and maintenance by the central and state governments of reference,
secondary and working standards, including specifications for materials, design, maximum permissible errors,
environmental conditions, and test/verification methods; they also stipulate the intervals for re‑verification and
re‑adjustment of reference, secondary and working standards and the associated balances and equipment used by
legal metrology authorities. While the National Standard Rules themselves do not create a separate licensing
regime, they are foundational: all weights, measures and numeration used in trade, commerce and protection must
conform to the prescribed SI units and standards, and instruments must be verified and stamped in accordance
with the Legal Metrology Act. Contraventions such as using or quoting non‑standard units, manufacturing or
importing non‑conforming weights or measures, using unverified instruments, or obstructing verification are
prosecutable under the Legal Metrology Act, and may attract search and seizure, compounding, monetary
penalties and, for specified or repeat offences, imprisonment, with vicarious liability attaching to companies and
persons in charge at the time of contravention.
Plant Quarantine (Regulation of import into India) Order, 2003
The Plant Quarantine (Regulation of Import into India) Order, 2003, (“Plant Quarantine Order”) issued under
the Destructive Insects and Pests Act, 1914, regulates the import of plants, seeds, plant products, timber and other
regulated articles to prevent entry and spread of quarantine pests and noxious weeds. It mandates prior import
permits for consignments covered by the Plant Quarantine Order, phytosanitary certificates with additional
declarations as specified in schedules, pest risk analysis for new commodities, and compliance with notified points
of entry, inspection, sampling, testing and, where required, fumigation/treatment. Certain species and sources are
prohibited, while specified materials may be imported only by authorized institutions and/or subject to post‑entry
quarantine in approved facilities. Consignments may be detained, treated, ordered for re‑export or destruction
upon non‑compliance, and timber/wood packaging must meet prescribed treatment standards. Importers must file
applications in prescribed forms, pay inspection/treatment fees, present documents at arrival, provide access for
inspection, and arrange required treatments at their cost. Oversight is exercised by the plant protection adviser and
designated plant quarantine stations, with appeals/revision available for certain orders. Breaches such as import
without a permit/certificate, non‑conformity with additional declarations, quarantine pest interception, or failure
to observe post‑entry quarantine, are enforceable under the parent statute and the Plant Quarantine Order,
including seizure, re‑export/destruction directions, and prosecution that may entail fines and imprisonment, with
liability extending to companies and responsible officers.
Foreign investment and trade regulations
Foreign investment regulations
Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999, along
with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and the consolidated
FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto or substitutions
thereof, issued from time to time.
For further details, please see “Restrictions on Foreign Ownership of Indian Securities” on page 656.
351Foreign Trade (Development and Regulation) Act, 1992 and the Foreign Trade (Regulation) Rules, 1993
The Foreign Trade (Development and Regulation) Act, 1992 (“FTDRA”) provides for development and regulation
of foreign trade by facilitating imports into, and augmenting exports from, India. The FTDRA empowers the
Central Government to formulate and amend the foreign trade policy. The FTDRA prohibits any person from
making an import or export except under an Importer-exporter Code Number (“IEC”) granted by the Director
General of Foreign Trade, Ministry of Commerce (“DGFT”) or any other authorised person in accordance with
the specified procedure. The IEC may be suspended or cancelled if the person who has been granted such IEC
contravenes, amongst others, any of the provisions of the FTDRA, or any rules or orders made thereunder, or the
foreign policy or any other law pertaining to central excise or customs or foreign exchange. The FTDRA also
prescribes the imposition of penalties on any person violating its provisions. The Foreign Trade (Regulation)
Rules, 1993 (“FTRR”) prescribes the procedure to make an application for grant of a license to import or export
goods in accordance with the foreign trade policy, the conditions of such license, and the grounds for refusal of a
license. The FTDRA empowers the Central Government to, from time to time, formulate and announce the foreign
trade policy.
Customs Act, 1962
The Customs Act, 1962 (“Customs Act”) empowers the Central Government to prohibit the export or import of
goods for reasons including the maintenance of public order, the maintenance of the security of India, the
prevention of smuggling and the prevention of shortage of goods. The Customs Act also governs the detection of
illegally imported goods, the detection of illegal export of goods, the valuation of imported and exported goods,
the determination of rate of duty and tariff, and the refund of export or import duties in certain cases. The Customs
Act prescribes the imposition of penalties or the confiscation of goods in specified circumstances, including the
improper export of goods, and empowers any authorised officer of customs to arrest any person who has
committed a punishable offence under the Customs Act.
Environmental Legislations
Environment Protection Act, 1986, Environment Protection Rules, 1986 and Environmental Impact
Assessment Notification, 2006
The Environment Protection Act has been enacted for the protection and improvement of the environment and
empowers the government to take measures in this regard. It is in the form of an umbrella legislation designed to
provide a framework for GoI to coordinate the activities of various central and state authorities established under
previous laws. Further, the Environment Protection Rules, 1986 (“Environment Protection Rules”), in 2025,
specifies, amongst other things, the standards for emission or discharge of environmental pollutants, and
restrictions on the handling of hazardous substances in different areas. For contravention of any of the provisions
of the Environment Protection Act or the rules framed thereunder, the punishment includes either imprisonment
or fine or both. Additionally, under the Environment Impact Assessment Notification, 2006, and its subsequent
amendments, projects are required to mandatorily obtain environmental clearance from the concerned authorities
depending on the potential impact on human health and resources.
Air (Prevention and Control of Pollution) Act, 1981 and Water (Prevention and Control of Pollution) Act, 1974
(“Water Act”)
The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) was enacted to provide for the prevention,
control and abatement of air pollution in India. It is a specialised piece of legislation which was enacted to take
appropriate steps for the preservation of natural resources of the earth, which amongst other things include the
preservation of the quality of air and control of air pollution. The Water (Prevention and Control of Pollution)
Act, 1974 (“Water Act”) was enacted to control and prevent water pollution and for maintaining or restoring of
wholesomeness of water in the country. The objective of this legislation is to ensure that domestic and industrial
pollutants are not discharged into rivers and lakes without adequate treatment. We are required to obtain consents
to operate under the Air Act and the Water Act authorising us to, amongst others, operate our chimneys keeping
within the prescribed emission standards and discharge effluents from outlets up to a maximum limit and in
accordance with the conditions specified. A violation of the provisions of the Air Act and Water Act is punishable
with a fine and/or imprisonment.
352Public Liability Insurance Act, 1991
The Public Liability Insurance Act, 1991 (“Public Liability Act”) imposes liability on the owner or controller of
hazardous substances for any damage arising out of an accident involving such hazardous substances. A list of
hazardous substances covered by the legislation has been enumerated by the government by way of a notification
dated March 24, 1992. The owner or handler is also required to take out one or more insurance policies insuring
against liability under the legislation and renew the same periodically. The Public Liability Act also provides for
the establishment of the Environmental Relief Fund, which shall be utilised towards payment of relief granted
under the Public Liability Act and a violation of the provisions of the Public Liability Act is punishable with fine
or imprisonment or both. The rules made under the Public Liability Act mandate that the employer has to
contribute towards the Environment Relief Fund, a sum equal to the premium paid on the insurance policies. This
amount is payable to the insurer.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
The Hazardous and Other Waste (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste
Rules”) read with the Environment Protection Act, ensure resource recovery and disposal of hazardous waste in
an environmentally sound manner. A categorical list of hazardous wastes has been provided in the schedules in
the Hazardous Waste Rules. Our Company is required to obtain authorisations for the generation, processing,
treatment, package, storage, transportation, use, collection, destruction, transfer or the like of the hazardous waste
from the concerned state pollution control board.
The Chemical Accidents (Emergency Planning, Preparedness, and Response) Rules, 1996
The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996 (“Chemical Accident
Rules”) have been promulgated under the EPA for preparedness and response during chemical disasters and the
operation of on-site and off-site emergency plans. They provide for the creation of the ‘State Crisis Group’,
‘district crisis groups’ and the ‘local crisis groups’. The major function of the State Crisis Group is to review all
district off-site emergency plans in the State with a view to examine their adequacy, to assist the relevant state
governments in the planning, preparedness and mitigation of harm during a major chemical accident, to
continuously monitor the post-accident situation arising out of major chemical accident in the State, and to forward
a report to the Central Crisis Group, created under the Chemical Accidents Rules. The district crisis groups assist
in the preparation of the district off-site emergency plan, reviews all the on-site emergency plans, assists the
district administration in the management of chemical accidents at a site in the district, and continuously monitors
chemical accidents. The ‘local crisis group’ is a body in the industrial pocket, constituted to deal with chemical
accidents and to coordinate efforts in planning, preparedness and mitigation efforts during such an accident
Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989
The Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989 (“MSIHC Rules”) regulate the usage
and manufacture of, and dealings in, hazardous chemicals. Any occupier in control of an industrial activity
involving specified hazardous substances, is required to identify major accident hazards and take adequate steps
to prevent such accidents and provide persons working on such site with training and equipment to ensure their
safety. Further, occupiers are required to submit safety reports to the concerned authorities prior to undertaking
such industrial activities. The MSIHC Rules additionally require any person importing hazardous chemicals into
India, to provide information including the quantity of chemical being imported and product safety information
to the concerned authorities prior to such import.
Plastic Waste Management Rules, 2016
The Plastic Waste Management Rules, 2016 (“Plastic Waste Management Rules”) seek to promote development
of new alternatives to plastics and provide a roadmap for businesses to move towards sustainable plastic
packaging. The Plastic Waste Management Rules, mandate the generators of plastic waste to take steps to
minimize generation of plastic waste, prevent littering of plastic waste, and ensure segregated storage of waste at
source among other measures. The Plastic Waste Management Rules also mandate the responsibilities of local
bodies, gram panchayats, waste generators, retailers and street vendors to manage plastic waste. Under the Plastic
Waste Management Rules, all institutional generators of plastic waste, are required to inter alia, segregate and
store the waste generated by them in accordance with the Municipal Solid Waste (Management and Handling)
Rules, 2000, and handover segregated wastes to authorized waste processing or disposal facilities or deposition
centres, either on its own or through the authorized waste collection agency. Further, Extended Producers
353Responsibility (“EPR”) regime is implemented in the Plastic Waste Management Rules, according to which it is
the responsibility of Producers, Importers and Brand-owners to ensure processing of their plastic packaging waste
through recycling, re-use or end of life disposal.
Labour Law and welfare related Legislation
The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020 (“Occupational Safety Code”)
consolidates and rationalizes 13 central labour enactments to ensure safe, healthy workplaces and humane working
conditions across establishments. It applies broadly to establishments employing at least 10 workers, and to all
mines and docks, with certain core health, safety, welfare, hours-of-work and leave provisions extendable to all
employees. The Occupational Safety Code prescribes duties of employers to provide a hazard-free workplace,
issue appointment letters, conduct medical examinations in notified cases, report accidents/dangerous
occurrences/occupational diseases, and comply with standards notified by the appropriate government. Covered
establishments must obtain one-time registration; factories and specified activities may also require a common
licence, and contractors engaging 50 or more contract labourers must be licensed, with designated responsibilities
on principal employers. The framework provides for inspector-cum-facilitators, safety committees and safety
officers in larger or hazardous units and empowers authorities to prohibit dangerous work. Non-compliance
attracts monetary penalties (which may be adjudicated and, in certain cases, compounded), with enhanced
punishment for serious contraventions leading to accidents or death, repeat offences, falsification of records, or
breaches of hazardous-process duties; licences/registrations may be suspended or cancelled, and a portion of
penalties may be payable to victims or their legal heirs, in addition to other remedies.
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 (“Industrial Code”) consolidates and amends laws on trade unions, standing
orders and industrial disputes to promote harmonious employer–worker relations, streamline dispute resolution
and balance flexibility with protections. It subsumes the Trade Unions Act, 1926, the Industrial Employment
(Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947, and applies across industrial establishments,
with key thresholds for specific obligations. Registration applies primarily to trade unions, which must be
registered with the registrar of trade unions; establishments employing 300 or more workers must prepare and
have certified standing orders (with model standing orders deemed adopted until certification), and those
employing 20 or more must constitute a grievance redressal committee. The Industrial Code recognises a
negotiating union (51% membership) or negotiating council (unions with at least 20% support) for collective
bargaining. Strikes and lockouts require prior notice and are barred during specified conciliation/adjudication
windows; non-seasonal factories, mines and plantations with 300 or more workers require prior government
permission for lay-off, retrenchment and closure. Contraventions attract monetary penalties (with compounding
available for certain offences) and, for serious or repeated violations (including unlawful strikes/lockouts, unfair
labour practices, and breaches of lay-off/retrenchment/closure provisions), higher fines and potential
imprisonment; authorities may also cancel or refuse certification/recognition where warranted.
The Code on Wages, 2019
The Code on Wages, 2019 (“Code on Wages”) consolidates India’s wage and bonus laws to ensure universal
coverage of minimum wages, timely payment of wages, equal remuneration, and a streamlined bonus regime
across organized and unorganized sectors. It applies to all employees nationwide, empowers the Central
Government to notify a floor wage (below which state minimum wages cannot fall), and requires appropriate
governments to fix, review and revise minimum wages, stipulate normal working day hours, and mandate
overtime at not less than twice the normal rate. Employers must pay wages within prescribed timelines (daily,
weekly, fortnightly or monthly), observe authorized deductions (capped at 50% of wages), and comply with
labelling, records, returns, wage slips, and notice display requirements. There is no standalone “license” under the
Code on Wages; however, employers must maintain prescribed registers and notices, issue wage slips, and adhere
to bonus provisions (eligible employees receive at least 8.33% of wages, up to 20%, subject to notified thresholds).
Enforcement is via inspector-cum-facilitators who may first direct compliance before prosecution. Penalties
include fines up to ₹50,000 for first-time underpayment of wages and up to ₹1,00,000 and/or three months’
imprisonment for repeated instances; other contraventions may attract graded fines (with compounding available
for specified offences).
354The Code on Social Security, 2020
The Code on Social Security, 2020 consolidates nine central social security laws to extend social security across
organised, unorganised, and other sectors by streamlining provident fund, state insurance, gratuity, maternity
benefit, employees’ compensation, construction workers’ welfare, and employment information frameworks. It
applies nationwide and establishes social security organisations, enabling scheme-making for employees as well
as unorganised, and platform workers, and mandating electronic registration of covered establishments and
workers. Establishments must obtain registration; employee provident fund generally applies to units with 20 or
more employees and employee state insurance to those with 10 or more (with notified hazardous occupations
covered even with one employee), while gratuity, maternity benefit, and employees’ compensation apply per
specific thresholds. Employers must make timely contributions, maintain prescribed records/returns, issue wage
slips, and ensure Aadhaar-enabled enrolment where required; aggregators must contribute 1–2% of annual
turnover (capped at 5% of payouts) towards platform worker schemes. Non-compliance attracts graded monetary
penalties, compounding for specified offences, recovery with interest/damages, and, for serious or repeated
contraventions (such as failure to pay contributions/benefits), higher fines and potential imprisonment, alongside
cancellation of exemptions/benefits and priority recovery of dues.
Factories Act, 1948
The term “factory” as defined under Factories Act includes any premises which employs or had employed 10 or
more workers on any day of the preceding 12 months and in which a manufacturing process is carried on with the
aid of power or any premises where at least 20 workers are or were employed on any day of the preceding 12
months, and where a manufacturing process is carried on without the aid of power. State Governments have issued
rules in respect of the prior submission of plans and their approval for the establishment of factories and
registration/licensing thereof. If there is a contravention of any of the provisions of the act or rules framed
thereunder, the manager and occupier of the factory may be punished with imprisonment or with a fine or with
both.
Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) regulates the employment of contract
labour in certain establishments. The CLRA requires every establishment employing 20 or more contract labourers
to be registered and prescribes certain obligations with respect to welfare and health of contract labourers.
Shops and establishments legislations
Under the provisions of local shops and establishment legislations applicable in the states in which establishments
are set up, establishments are required to be registered under the respective legislations. These legislations regulate
the condition of work and employment in shops and commercial establishments and generally prescribe
obligations in respect of, among others, registration, opening and closing hours, daily and weekly working hours,
rest intervals, overtime, holidays, leave, health and safety measures, termination of service and wages for overtime
work. There are penalties prescribed in the form of monetary fine or imprisonment for violation of these
legislations. In addition to the Factories Act, the CLRA and the local shops and establishments legislations, the
employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable
labour laws. The various other labour and employment-related legislations (and rules issued thereunder) that may
apply to our operations, from the perspective of protecting the workers’ rights and specifying registration,
reporting and other compliances, and the requirements that may apply to us as an employer, would include the
following:
• Employees’ Compensation Act, 1923;
• Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ State Insurance Act, 1948;
• The Equal Remuneration Act, 1976;
• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
• Industries Dispute Act 1947;
• The Trade Union Act, 1926;
• Maternity Benefit Act, 1961;
• Minimum Wages Act, 1948;
• Payment of Bonus Act, 1965;
355• Payment of Gratuity Act, 1972;
• Payment of Wages Act, 1936;
• The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986;
• The Labour Welfare Fund Act, 1965;
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Intellectual Property Legislations
The Trade Marks Act, 1999
The Trade Marks Act, 1999 (“Trademarks Act”) governs the statutory protection of trademarks and prohibits
any use of deceptively similar trademarks, among others. The purpose of the Trade Marks Act is to grant exclusive
rights to marks such as a brand, label and heading, and to obtain relief in case of infringement of registered
trademarks. Indian law permits the registration of trademarks for both goods and services. Under the provisions
of the Trademarks Act, an application for trademark registration may be made before the Trademark Registry by
any person claiming to be the proprietor of a trademark, whether individual or joint applicants, and can be made
on the basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration
is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark is removed
from the register of trademarks, and the registration is required to be restored. Further, simultaneous protection of
trademarks in India and other countries has been made available to owners of Indian and foreign trademarks.
Patents Act 1970
The Patents Act, 1970 (“Patents Act”) governs the patent regime in India. A patent under the Patents Act is an
intellectual property right relating to inventions and grant of exclusive right, for limited period, provided by the
Government to the patentee, in exchange of full disclosure of his invention, for excluding others from making,
using, selling and importing the patented product or process or produce that product. Being a signatory to the
Agreement on Trade Related Aspects of Intellectual Property Rights, India is required to recognize product patents
as well as process patents. In addition to the broad requirement that an invention must satisfy the requirements of
novelty, utility and non-obviousness in order for it to avail patent protection, the Patents Act further provides that
patent protection may not be granted to certain specified types of inventions and materials even if they satisfy the
above criteria.
The Copyright Act, 1957 and Copyright Rules, 2013
The Copyright Act, 1957 and the Copyright Rules, 2013 (the “Copyright Rules”) 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 Rules 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 Rules prescribe a fine, imprisonment or both for violations, with
enhanced penalties on second or subsequent convictions.
The Design Act, 2000 and Design Rules, 2001
The Design Act, 2000 (“Design Act”) consolidates and amends the law relating to the protection of designs. The
Design Act is a complete code in itself and is statutory in nature and protects new or original designs from getting
copied which cause loss to the proprietor. The proprietor upon registration gets ‘copyrights in design’ for the
period of 10 years from the date of registration which can be renewed for a second period of five years, before the
expiration of the original period of 10 years. The controller registers a design under this Act after verifying that
the design of any person, claiming to be the proprietor, is the new or original design not previously published
anywhere in any country and is not against any public policy or morality. Any obvious or fraudulent imitation of
a design, which is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import
of any material which closely resembles a registered design. The Central Government also drafted the Design
Rules, 2001 under the authority of the Design Act for the purposes of specifying certain prescriptions regarding
the practical aspects related to designs such as payment of fees, register for designs, classification of goods,
address for service, restoration of designs, etc.
356Other Applicable Laws
In addition to the above, we are required to comply with the provisions of the Companies Act, 2013, the
Depositories Act, 1996, the Competition Act, 2002, various tax related legislations, i.e., the Income Tax Act 1961,
Central Goods and Services Tax Act, 2017, relevant state legislations for goods and services tax, Indian Stamp
Act, 1899, the Registration Act, 1908, and various state-specific legislations made thereunder, the Indian Contract
Act, 1872, the Transfer of Property Act, 1882, the Prevention of Corruption Act, 1988, the Information
Technology Act, 2000, the SEBI Listing Regulations, the Insolvency and Bankruptcy Code, 2016, the Essential
Commodities Act, 1955, Consumer Protection Act, 2019, and other applicable statutes promulgated, and
regulations imposed by the Central Government and state governments and other authorities for our day-to-day
business, operations and administration.
357HISTORY AND CERTAIN OTHER CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as “Jai Bharat Crop Chemical Private Limited” as a private limited
company under the provisions of the Companies Act, 1956, pursuant to a certificate of incorporation dated July
13, 1994, issued by the Registrar of Companies, NCT of Delhi and Haryana at New Delhi. Subsequently, the name
of our Company was changed to “Crystal Crop Protection Private Limited”, pursuant to a Board resolution dated
September 1, 2010 and a special resolution passed by our Shareholders’ in the annual general meeting resolution
dated September 30, 2010, to reflect a better image and profile of our Company and to reflect the main objects of
our Company, and a fresh certificate of incorporation was issued by the Registrar of Companies, NCT of Delhi
and Haryana at New Delhi on November 4, 2010. Upon the conversion of our Company from a private limited
company to a public limited company, pursuant to a Board Resolution dated November 20, 2017 and a special
resolution passed by our Shareholders in the extra-ordinary general meeting on December 13, 2017, the name of
our Company was changed to “Crystal Crop Protection Limited”, and a fresh certificate of incorporation dated
January 3, 2018, was issued by the Registrar of Companies, Gujarat at Ahmedabad.
Changes in Registered Office
The details of changes in the registered office of our Company since incorporation are set forth below
Date of change Details of change in registered office Reason for Change
September 1, 2003* The registered office of our Company was changed from For administrative convenience.
A-166, Ashok Vihar, Phase I, Delhi 110 052, India, to
53-A, Badsai Road, Vardhman Enclave, Khera Road,
Khera, Delhi- 110 082, India.
March 1, 2007 The registered office of our Company was changed from
53-A, Vardman Enclave Bhadshai Road, Khera Road,
Khera, Delhi- 110 082, India to Plot No. 9, Gali No. 12,
Sameypur Industrial Area, Delhi- 110 042, India.
May 1, 2007^ The registered office of our Company was changed from
Plot No. 9, Gali No. 12, Sameypur Industrial Area,
Delhi 110 042, India, to Plot No. 12, Gali No. 9,
Sameypur, Delhi 110 042, India.
January 1, 2010 The registered office of our Company was changed from
Plot No. 12, Gali No. 9, Sameypur, Delhi 110 042, India
to E-909, D.S.I.D.C., Industrial Area, Narela, New
Delhi 110 040, Delhi, India.
August 29, 2011 The registered office of our Company was changed from
E-909, D.S.I.D.C., Industrial Area, Narela, New Delhi-
110 040, Delhi, India to GI-17, G.T. Karnal Road,
Azadpur, New Delhi 110 033, Delhi, India.
April 20, 2017 The registered office of our Company was changed from Operational convenience and business
GI-17, G.T. Karnal Road, Azadpur, New Delhi 110 033, efficiency
Delhi, India to 206, 2nd Floor, Span Trade Centre, Opp.
Kochrab, Gandhi Ashram, Near Paldi Char Rasta,
Ashram Road, Ellisbridge, Ahmedabad 380 006,
Gujarat, India.
*We are unable to trace the board resolution approving the change in registered office of Company on September 1, 2003. For further details,
see “Risk Factors – We are unable to trace some of our historical records. We cannot assure you that regulatory proceedings or actions
will not be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority
in this regard” on page 77.
^The resolution of our Board approving change in our registered office has certain discrepancies. For further details, see “Risk Factors- We
are unable to trace some of our historical records. We cannot assure you that regulatory proceedings or actions will not be initiated against
us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on page 77.
Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
1. To manufacture formulate, produce, refine, process, buy, sell export, import or otherwise deal in all type
of agrochemicals.
3582. To carry on the business of manufactures, producers, sellers, importers, exporters, distributors,
commission agents, wholesale dealers in all kinds of pesticides including insecticides and weedicides
and all kinds of organic and inorganic chemicals and allied chemicals including petroleum and
petrochemicals and based products, drugs and all kinds of fertilizers and mineral powders.
3. To conduct Agriculture Research Equipments of pesticides or crops, about their efficacy safety and
chemical composition, develop such research firm with cultivation of various crops and also to assist
others in research of various pesticides and fertilizers on cost or free of cost basis.
4. To carry on the business of manufacturers, producers, refiners, processors, exporters, importers,
distributors, traders, merchants, dealers, representatives, selling agents, buying agents, repackers,
buyers, sellers, wholesalers, supplier and stockist of all kinds and varieties or surgical, medical, dental
and scientific equipments, machines, instruments, accessories, and diagnostic kits and diagnostic
equipments, healthcare aids and accessories, healthcare products and instruments and all other products
of medical and surgical nature and providing them on lease, hire purchase basis to any person, firm,
company or institutions carrying on or engaged in any business or transaction.
5. To establish, run and maintain hospitals, diagnostic centers, nursing homes, maternity and family
planning units, pathological laboratories, optician shops, mobile medical service centers and any
medical and healthcare institutions and to promote research and development in these areas and
providing them on lease, hire purchase basis to any person, firm or company carrying on or engaged in
any business or transaction.
6. To buy, sell, import, export and generally deal either on cash, deferred payment installments or hire
purchase basis in all plants and machinery, implements, accessories, tools, materials, substances, goods
or things of any description including tractors, power tillers, sprayers, dusters, mist bowlers and all
types of modern agricultural implements and equipments, and all types of plant protection chemicals,
fishing boats, crafts and trawlers, fishing nets, cold storages, deep freeze equipments and all types of
equipments required for forestry, animal husbandry, poultry farming, pisciculture, sericulture,
agricultural produce and all other food materials including materials of animal origin, fuel oils,
lubricants and such other articles,equipments, plant and machinery allied to above and providing them
on lease, hire purchase basis or any person, firm, company or institutions carrying on or engaged in any
business or transaction.
6A. To establish, setup, run, operate, manage and carry out the business of television broadcasting, T.V.
Channels, relay transmission, re-broadcasting, media network, closed circuit television, direct satellite
broad casting, television shows/programs, video productions and setup television stations in various
cities in India, subject to approval/permission/license issued by relevant Government authorities.
6B. To produce, manage, and acquire programmers for television relating to current affairs, Agriculture,
sport, history, agricultural, economic, technological, environmental, legal, marketing, management
issues as well as those in the entertainment segment including, but not limited to, the cinematic
productions.
7. To develop, grow, produce, process, buy, sell, export, import, distribution, transportation and deal in
agriculture seeds including seeds of cereals, oilseeds, vegetables, fibre, flower, spices, herbs, medicinal
plants and all other kinds of flowers, green plants & other similar products.
8. To develop, grow, produce, buy, sell, export, import and deal in all kinds of flowers, green plants & other
similar products.
9. To carry on the business of experts, consultants and advisors in the field of agro-inputs and seed
production.
10. To enter into agreement with individuals, co-operative Societies, Companies, Corporation and other
Government agencies in growing, processing, storing, distributing, transporting and selling of
agricultural seeds.
11. To carry on business as manufactures, exporters, importers, wholesalers and dealers in all types of agri-
inputs, like fertilizers, micronutrients, plant growth regulators, hormones, veterinary, livestock feeds and
feed supplements, fish feeds and its supplements and agricultural machineries and their spare parts
including seed packaging materials.
12. To acquire on outright purchase or on leasehold basis lands for its operations, construction of
greenhouse, production of seeds and other related activities.
13. To carry on in India or elsewhere the business to manufacture, process, produce, formulate, mix,
disinfect, clean, wash, dilute, concentrate, compound, segregate, pack, repack, add, remove, head, grade,
freeze, fementate, reduce, improve, buy, sell, resell, import, export, barter, transport, store, forward,
distribute, dispose, develop, handle, manipulate, market, procure, supply, work and to act as agent,
359broker, representative consultants, collaborators, stockists, liaison, job workers, or otherwise to deal in
all kinds of fertilizers and chemicals whether nitrogenous, phosphates, potash or otherwise such as single
superphosphate, triple super phosphate, phosphate rock, sodium silica fluoride, lime rock phosphate,
urea, Sulphur, gypsum, silicon fluoride, vanadium pentoxide, oleuim, sulphiric acid, zincsulphate, silicon
dioxide, phorphoric acid, nitric acid, hydrochloric acid, soda ash, caustic soda, chlorine based
chemicals, diammonium phosphate, calcium chloride and other organic salts, by-products, derivatives,
compounds, residues, waste, whether straight, complex or mixed and whether granulated or otherwise
and to do all incidental acts and things as may be necessary for the attainment of above object.
14. To develop, implement, export, import, purchase, sell or lease and otherwise deal in software including
conducting trainings and undertaking turnkey assignments in developing and training of all types of
software.
15. To provide consultancy services on retainership or otherwise for training, development, all matters
relating to management, marketing, manufacturing, personnel, systems and procedures and to develop,
trade, export, import and also act as agents, collaborators with Indian and/or foreign parties for software
and also to support and service the installed software.
16. To carry on the business of providing solutions and services related to Web-Technologies, Internet and
E-commerce, including to design, develop, maintain, operate, own, establish, install, host, provide,
create, facilitate, supply, sale, purchase, licence or otherwise deal in Internet portals, Internet networks,
Media Portals, Internet solutions, Internet gateways, Internet service providers, E-commerce, Web-site
designing, Web based and Web enabled services and applications, E-commerce service provider, E-
commerce solutions, E-commerce platforms, E-commerce education, E-commerce technologies and E-
business solutions.
17. To undertake the business of advertisement and communication in digital media or in any other media
including telecommunication solutions, wireless, data, Electronic article surveillance, GPS,
transformation of video, audio or other related services on online mode or on any other mode in India
or elsewhere.
Amendments to our Memorandum of Association in the last 10 years
Set our below are the amendments to our Memorandum of Association in the last 10 years:
Date of shareholders’ Details of the amendments
resolution/ Effective Date
November 4, 2016 Amendment to clause II of our Memorandum of Association to shift of the registered
office of our Company from National Capital Territory of Delhi, India to the state of
Gujarat. Clause II of our Memorandum of Association was substituted by the
following:
“II. the Registered Office of the Company will be situated in the State of Gujarat.”
October 27, 2017* Amendment to Clause V of our Memorandum of Association pursuant to reflect an
increase in the authorised share capital from ₹ 1,566,500,000 divided into 156,650,000
equity shares of ₹ 10 each to ₹ 3,116,500,000 divided into 311,650,000 Equity Shares
of ₹ 10 each, pursuant to amalgamation of Aviral Chemicals Private Limited, Jai Shree
Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private
Limited, Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private
Limited with our Company.
December 13, 2017 Clause I of our Memorandum of Association was amended to reflect the change in
name of our Company from Crystal Crop Protection Private Limited to Crystal Crop
Protection Limited. Clause I of our Memorandum of Association was replaced by the
following:
“I. The Name of the Company is Crystal Crop Protection Limited.”
June 24, 2022 Clause III(A) of point 13 of our Memorandum of Association was amended to insert
the following sub clauses:
14. To develop, implement, export, import, purchase, sell or lease and otherwise deal
in software including conducting trainings and undertaking turnkey assignments in
developing and training of all types of software.
15. To provide consultancy services on retainership or otherwise for training,
development, all matters relating to management, marketing, manufacturing,
personnel, systems and procedures and to develop, trade, export, import and also act
as agents, collaborators with Indian and/or foreign parties for software and also to
support and service the installed software.
16. To carry on the business of providing solutions and services related to Web-
Technologies, Internet and E-commerce, including to design, develop, maintain,
360Date of shareholders’ Details of the amendments
resolution/ Effective Date
operate, own, establish, install, host, provide, create, facilitate, supply, sale, purchase,
licence or otherwise deal in Internet portals, Internet networks, Media Portals, Internet
solutions, Internet gateways, Internet service providers, E-commerce, Web-site
designing, Web based and Web enabled services and applications, E-commerce service
provider, E-commerce solutions, E-commerce platforms, E-commerce education, E-
commerce technologies and E-business solutions.
17. To undertake the business of advertisement and communication in digital media or
in any other media including telecommunication solutions, wireless, data, Electronic
article surveillance, GPS, transformation of video, audio or other related services on
online mode or on any other mode in India or elsewhere.
October 31, 2024 Amendment to Clause V of our Memorandum of Association to reflect an increase in
the authorised share capital from ₹ 3,116,500,000 divided into 311,650,000 equity
shares of ₹ 10 each to ₹ 3,117,000,000 divided into 311,700,000 equity shares of ₹ 10
each pursuant to the scheme of merger by absorption of I&B Seeds Private Limited by
our Company.
*This is the date of the order passed by the National Company Law Tribunal (Ahmedabad bench) approving the scheme of amalgamation of
Aviral Chemicals Private Limited, Jai Shree Crop Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited,
Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited with our Company.
Major events and milestones of our Company
The table below sets forth some of the key events and milestones in our history:
Calendar Year Milestone
2002 Obtained the certificate of registration for Imidacloprid 97% min for import.
2008 Obtained the certificate of registration for Emamectin Benzoate 95% min and Buprofezin 98%
w/w min, for import.
2011 Acquisition of 90% of the share capital of Rohini Seeds Private Limited.
Investment in our Company by Everstone Capital Partners II LLC.
2012 Acquisition of LUPHOS trademark by Cheminova India Limited.
2014 Obtained certificate of registration of Glyphosate Technical 95% min and Atrazine Technical 95%
min, for import.
Acquisition of the remaining 10% of the share capital of Rohini Seeds from Rohini Bioseeds and
Agritech Private Limited and Aviral Chemicals Private Limited.
2016 Acquisition of Bavistin from BASF SE, Germany.
Establishment of KRDC at Sonipat, Haryana, India.
2017 Obtained certificate of registration for Abamectin Tech 95% w/w min for import.
2018 Acquired the Maharashtra Technical Unit along with (i) lease rights of the land, the buildings and
structures constructed thereon; and (ii) assets (plant and machinery, equipment, furniture, fixtures
and other assets) from Cytec India Speciality Chemicals & Materials Private Limited at Nagpur,
Maharashtra, India.
Acquisition of Grain Sorghum, Fodder Sorghum and Pearl Millet seeds business, R&D assets
along with employees and related intellectual property rights from Syngenta India Limited.
Acquisition of Sorghum (Hybrid and Parental Line) and Pearl Millet seeds business, R&D assets
along with employees and related intellectual property rights from Devgen N.V.
Acquisition of Furadan 3G, Furadan Ultra, Splendour, Affinity Force and Metcil trademarks from
FMC India Private Limited and Cheminova India Limited.
Acquisition of Proclaim, Tilt and Blue Copper agrochemical brands from Syngenta Participations
AG and Syngenta India Limited.
2020 Acquisition of Dursban, Predator and Nurelle D trademarks from Dow AgriSciences LLC.
2021 Acquisition of hybrid seeds business of pearl millet, sorghum, mustard and cotton sold under the
ProAgro® and Surpass brand from Bayer BioScience Private Limited and Bayer Crop Science.
2022 IFC and IFC Emerging Fund, members of the World Bank Group, invested in our Company.
2023 Acquisition of cotton seeds business of “Sadanand” brand from Kohinoor Seed Fields India
Private Limited.
Acquisition of Gramoxone brand from Syngenta India Limited and Syngenta India Private
Limited.
2024 Acquisition of 100% equity stake in I&B Seeds (vegetable and flower seeds business).
Acquisition of the brand Sunrice in India, Thailand, Bangladesh and Vietnam and patent of
Ethoxysulfuron mixture from Bayer Intellectual Property GmbH and Bayer CropScience
Aktiengesellschaft.
2025 Scheme of amalgamation of merger between our Company and I&B Seeds.
361Calendar Year Milestone
2025 Scheme of amalgamation of merger between our Subsidiaries; Saffire Crop Science Private
Limited and our erstwhile subsidiary, Nexus Crop Science Private Limited.
Awards, accreditation and recognition
The table below sets forth some of the key awards, accreditations and recognition received by our Company:
Calendar Year Awards, accreditations and recognition
2009 Awarded “overall best performance” in All India Farmers’ Fair & Agro Industrial Exhibition in
at G.B. Pant University of Agriculture & Technology, Pantnagar, Uddham Singh Nagar,
Uttarakhand
2013 Awarded first prize in the group ‘Pesticides and Bio-Pesticides’ at the All India Farmers’ Fair
and Agro-Industrial Exhibition at Sardar Vallabhbhai Patel University of Agriculture &
Technology, Meerut, India
2015 Awarded first prize in the ‘Pesticides’ category at Kisan Mela (stall competition) held at New
Delhi, India
Awarded first prize in All India Farmers’ Fair & Agro Industrial Exhibition in ‘Pesticides and
Bio-Pesticides’ group at G.B. Pant University of Agriculture & Technology, Pantnagar,
Uttarakhand
2016 Awarded “Overall Best” prize in All India Farmers’ Fair and Agro Industrial Exhibition at
Sardar Vallabhbhai Patel University of Agriculture & Technology, Meerut, India
Awarded first prize in the ‘Pesticides and Bio-Pesticides’ group at the 100th All India Farmers’
Fair & Agro-Industrial Exhibition at G.B. Pant University of Agriculture & Technology,
Pantnagar, Uttarakhand
Awarded first prize in ‘Regional Krishi Kumbh 2016’ of ICAR-IIFSR (Indian Institute of
Farming Systems Research) in private institution category
2017 Awarded best stall in ‘Agri Inputs’ category at the Krishimela – 2017 organised by the
University of Agricultural Sciences, Bengaluru, Karnataka, India
Awarded first prize in the ‘Pesticides’ category at the Krishi Mela (Rabi) at Chaudhari Charan
Singh Haryana Agriculture University, Hisar, Haryana, India
2018 Awarded first prize in the ‘Pesticides and Bio-Pesticides Group’ at the 103rd All India Farmers’
Fair and Agro-Industrial Exhibition at G.B. Pant University of Agriculture & Technology,
Pantnagar, Uttarakhand
2023 Certified as a great workplace by Great Place to Work Institute, India
Awarded the ‘Certificate of Excellence’ in the group of Top 3 Best CSR Projects, 2023, at
Indian CSR Awards
Awarded the Impact Award to acknowledge, appreciate and applaud the best CSR practices by
Sewa International at Talk4Tomorrow, supported by Binoscope
Awarded an excellence award for switching to solar and saving 800 metric tonnes of CO2
emissions annually by Solar Expert.
2024 Awarded as the ‘product innovator of the year in chemicals’ by FICCI Chemicals and
Petrochemicals Awards 2024
Awarded the CSR Impact National Award for the best CSR project of the year by EK Updesh
Media at CSR Connect Summit, New Delhi, India
2025 Received a Resilient Award for “Outstanding Contribution in the Category of Carbon Credit”
in recognition of excellence in ‘Corporate Environmental Responsibility’ by the Southern
Gujarat Chamber of Commerce & Industry and Gujarat Pollution Control Board
Awarded an excellence award for switching to solar and saving 800 metric tonnes of CO2
emissions annually by Solar Expert.
Awarded with the 2024 Det Hurun Award for outstanding contribution to India’s manufacturing
economy by Hurun India Manufacturing 400
Significant financial and strategic partnerships
As of the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or
strategic partnerships.
Time/ cost overrun in setting up projects
For time/ cost overrun, please see “Risk Factors – There have been time and cost overruns in relation to certain
projects undertaken by us in the past.” on page 59 of this Draft Red Herring Prospectus.
362Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
As on the date of this Draft Red Herring Prospectus, there has been no instance of rescheduling/ restructuring of
borrowings with financial institutions/ banks.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/
facility creation, location of projects
For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity
or facility creation and the location of plants, see “Our Business” and “- Major events and milestones of our
Company” on pages 284 and 361, respectively.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years
Except as disclosed below, our Company has not made any material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years preceding the
date of this Draft Red Herring Prospectus.
1. Acquisition of Bavastin from BASF SE, Germany
Pursuant to the trademark sales and logo use agreement dated June 30, 2016 entered into between BASF SE,
Germany and our Company, we acquired the right, title and interest in and to the trademark ‘Bavistin’ in India
including all common law rights if any, along with the goodwill of the business, for a consideration of € 3.40
million (equivalent to ₹ 235.21 million). Pursuant to this trademark sales and logo use agreement, BASF SE,
Germany irrevocably assigned, granted, and transferred their right, title and interest in and to the trademark
‘Bavistin’ in India to our Company. Since this acquisition was based on evaluation of brand attributes and
commercial benefits of such acquisition (including the associated goodwill), determined through mutual
discussion between the parties, which is consistent with industry standards, there was no requirement for
conducting a valuation for the acquisition of this trademark and accordingly, our Company did not engage any
third party service provider to perform an independent valuation in connection with this acquisition.
2. Acquisition of Nexus Crop Science Private Limited
Pursuant to the share transfer deed dated July 11, 2016, entered into between Jay Shah, Palak Shah, Aruna Ashok
Shah and Hima Patel, erstwhile shareholders of Nexus Crop Science Private Limited (“Nexus”) and our Company,
we acquired an aggregate of 10,000 equity shares of face value of ₹ 10 each of Nexus (9,999 were acquired by
our Company and one equity share was acquired by one of our Promoters, Ankur Aggarwal, as a nominee of our
Company), aggregating to 100.00% of the share capital of Nexus, from Jay Shah, Palak Shah, Aruna Ashok Shah
and Hima Patel for an aggregate consideration of ₹ 5.00 million. Pursuant to such acquisition, Nexus became a
wholly-owned subsidiary of our Company. The consideration for Nexus was not determined on a standalone
valuation basis, but as part of an overall settlement framework mutually agreed between the parties. Our Company
did not engage any investment banking firm or any other third party service provider to perform an independent
valuation of Nexus in connection with this acquisition.
3. Scheme of amalgamation between our Company, Aviral Chemicals Private Limited, Jai Shree Crop
Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini
Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited
Pursuant to a resolution dated April 20, 2017, approved by our Board, our Company filed a scheme of
amalgamation (the “Aviral Chemicals and Others Amalgamation Scheme”) under Sections 230 to 232 of the
Companies Act, 2013, before the National Company Law Tribunal (Ahmedabad bench). The purpose of Aviral
Chemicals and Others Amalgamation Scheme was the consolidation of business operations undertaken by Aviral
Chemicals Private Limited, Jai Shree Crop Science Private Limited, Redson Cropcare Private Limited, Rohini
Seeds Private Limited, Rohini Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited
(“Aviral Chemicals and Others Transferor Companies”) and our Company and simplification of promoter
holding structure. The amalgamation intended to lead to inter alia reduction of companies engaged in similar
activities leading to reduction in compliance requirements of multiple companies, streamlining and realignment
of the shareholding and elimination of multi-layered shareholding structure and enable direct shareholding of the
Promoters of our Company and demonstrate the promoter group’s direct commitment and engagement with the
Aviral Chemicals and Others Transferor Companies. Pursuant to Aviral Chemicals and Others Amalgamation
363Scheme, the authorised share capital of our Company was increased from ₹ 1,550,000,000 divided into
155,000,000 Equity Shares of face value of ₹ 10 each to ₹ 3,116,500,000 divided into 311,650,000 Equity Shares
of face value ₹ 10 each; and 39,622,131 Equity Shares were cancelled. For further details, see “Capital Structure-
Notes to capital structure- Share capital history of our Company- Equity Share capital of our Company” on
page 118.
Pursuant to Aviral Chemicals and Others Amalgamation Scheme, (a) 22.33 Equity Shares of our Company were
issued and allotted to the existing shareholders of Aviral Chemicals Private Limited for each fully paid up equity
share of face value of ₹ 10 each held by them in Aviral Chemicals Private Limited; (b) 7.85 Equity Shares of our
Company were issued and allotted to the existing shareholders of Jai Shree Crop Science Private Limited for each
fully paid up equity share of face value of ₹ 10 each held by them in Jai Shree Crop Science Private Limited; (c)
0.10 Equity Shares of our Company were issued and allotted, to the existing shareholders of Redson Cropcare
Private Limited for each fully paid up equity share of face value of ₹ 10 each held by them in Redson Cropcare
Private Limited. Further, since Rohini Seeds Private Limited, Rohini Bioseeds and Agritech Private Limited and
Rohini AgriSeeds Private Limited, are wholly owned subsidiaries of our Company, no shares were allotted to
these wholly owned subsidiaries. The National Company Law Tribunal (Ahmedabad bench) approved Aviral
Chemicals and Others Amalgamation Scheme pursuant to its order dated October 27, 2017, and Aviral Chemicals
and Others Amalgamation Scheme came into effect from January 1, 2017 (the appointed date).
In connection with this acquisition, our Company has received valuation report dated April 18, 2017, issued by
Corporate Professionals Capital Private Limited, an independent registered valuer (registration number
INM000011435) which determined the fair exchange ratio to be (i) 22.33 equity of shares of our Company against
the shareholders for every equity share of Aviral Chemicals Private Limited; (ii) 7.85 equity shares of our
Company against the shareholders for every equity share of Jai Shree Crop Science Private Limited; (iii) 0.10
equity shares of our Company against the shareholders for every equity share of Redson Cropcare Private Limited;
(iv) 28.54 equity shares of our Company against the shareholders for every equity share of Rohini Seeds Private
Limited; (v) 0.10 equity shares of our Company against the shareholders for every equity share of Rohini
Agriseeds Private Limited; and (vi) 8.13 equity shares of our Company against the shareholders for every equity
share of Rohini Bioseeds and Agritech Private Limited.
4. Asset transfer agreement and deed of assignment between Cytec India Specialty Chemicals &
Materials Private Limited and our Company
Asset transfer agreement dated January 31, 2018 entered into between Cytec India Specialty Chemicals &
Materials Private Limited and our Company
Pursuant to the asset transfer agreement dated January 31, 2018 entered into between Cytec India Specialty
Chemicals & Materials Private Limited and our Company (the “Cytec Asset Transfer Agreement”), all the rights
and interests over the moveable plant and machinery, equipments, furniture, fixtures and other assets that were
lying on plot number G-54, admeasuring 40,500 square meters in the Maharashtra Industrial Development
Corporation’ Butibori Industrial Area were transferred to our Company by Cytec India Specialty Chemicals &
Materials Private Limited for a total consideration of ₹ 174.85 million to be paid by our Company. Since this
transfer was based on mutual negotiation between the parties taking into account factors such as, market value of
the assets, there was no requirement for conducting a valuation for the transfer and accordingly, our Company did
not engage any third-party service provider to perform an independent valuation in connection with the Cytec
Asset Transfer Agreement.
Deed of assignment dated July 31, 2018 entered into between Cytec India Specialty Chemicals & Materials
Private Limited and our Company
Pursuant to the deed of assignment dated July 31, 2018, entered into between Cytec India Specialty Chemicals &
Materials Private Limited and our Company (the “Cytec Assignment Agreement”), all the leasehold rights and
interests in the plot bearing number G-54, admeasuring 40,500 square meters along with the constructed built up
area of 9,676.67 square meters (without plant and machinery) situated at Maharashtra Industrial Development
Corporation’s Butibori Industrial Area was transferred and assigned to our Company by Cytec India Speciality
Chemicals & Materials Private Limited for a total consideration for the assignment being ₹ 110.00 million paid
to Cytec India Specialty Chemicals & Materials Private Limited and a differential premium of ₹ 4.64 million to
Maharashtra Industrial Development Corporation (MIDC) and standard transfer fee of ₹ 0.20 million to be paid
by our Company. Since this assignment was based on evaluation of location specific market rates along with other
compliance related expenditures, there was no requirement for conducting a valuation for the transfer and
364assignment and accordingly, our Company did not engage any third-party service provider to perform an
independent valuation in connection with the Cytec Assignment Agreement.
5. Scheme of demerger between our Company and Aviral Crop Science Private Limited
Pursuant to a resolution dated June 21, 2022, approved by our Board, a scheme of arrangement in the nature of
demerger (the “Aviral Crop Science Arrangement Scheme”) was filed under Sections 230 to 232 of the
Companies Act, 2013, before the National Company Law Tribunal, Ahmedabad Bench. The purpose of the Aviral
Crop Science Arrangement Scheme was to demerge, vest and transfer the ‘Agri Chemical and Equipment Business
Undertaking’ (“Demerged Undertaking”) from Aviral Crop Science Private Limited (“Demerged Company”)
to our Company, the Demerged Company and Resulting Company, both being part of the same promoter group,
to consolidate the agri-chemical and equipment business at one level, i.e., the Resulting Company, that will result
in inter alia achieving synergies in operations and optimal utilisation of resources, thereby reducing operating
costs of running the Demerged Undertaking, reducing the inter se transactions between the Demerged Company
and the Resulting Company, thereby reducing administrative costs and achieving efficiencies.
Under the Aviral Crop Science Arrangement Scheme, inter alia, all assets, liabilities, contracts, employees,
licenses relating to the Agri Chemical and Equipment Business Undertaking of the Demerged Company were
transferred to and vested in our Company on a going concern basis, effective from April 1, 2022 (the appointed
date). In consideration, our Company issued and allotted 32.53 equity shares of ₹10 each for every 100 equity
shares of ₹10 each held by the shareholders of the Demerged Company, in the ratio of 0.3253:1 with no shares
allotted for fractional entitlements (rounded to the nearest integer), aggregating to 650,600 equity shares.
Employees engaged in the demerged undertaking became employees of our Company without any break in
service.
Further, a petition dated January 20, 2023 was filed by Aviral Crop Science Private Limited before the National
Company Law Tribunal, Special Bench, Bengaluru, under Sections 230 and 232 of the Companies Act, 2013 for
inter alia seeking for the Aviral Crop Science Arrangement Scheme to be binding on all its equity shareholders,
optionally convertible debenture holders, unsecured lenders and creditors. National Company Law Tribunal,
Special Bench, Bengaluru by way of order dated August 24, 2023, declared the Aviral Crop Science Arrangement
Scheme to be binding on all shareholders and creditors of Aviral Crop Science Private Limited.
Subsequently, the Aviral Crop Science Arrangement Scheme was approved by the National Company Law
Tribunal, Ahmedabad Bench, by order dated October 18, 2023 with April 1, 2022 being the appointed date of the
Aviral Crop Science Arrangement Scheme. The Aviral Crop Science Arrangement Scheme also provided for the
transfer of all related legal proceedings, and tax benefits to our Company, and required compliance with all
applicable laws, payment of stamp duty, and filing of the order with the Registrar of Companies. For further
details, see “Capital Structure- Notes to capital structure- Share capital history of our Company- Equity Share
capital of our Company” on page 118.
In connection with Aviral Crop Science Arrangement Scheme, our Company has received valuation report dated
June 21, 2022 issued by Ritu Sarin, an independent registered valuer (registration number
IBBI/RV/05/2020/13063) (“Aviral Valuation Report”). Further, as on the date of this Draft Red Herring
Prospectus, our Company and Aviral Crop Science Private Limited were part of the same promoter group and
under common management and control.
As per the Aviral Valuation Report, the per equity share value of the Demerged Company was determined to be
₹ 265.09, and that 32.53 equity share of ₹ 10 each, credited as fully paid up, to the equity shareholders of the
Demerged Company for every 100 equity shares of ₹ 10 each held in the Demerged Company.
6. Assignment of intellectual property rights with Devgen N.V. r/w asset transfer agreement with Devgen
Seeds and Crop Technology Private Limited, r/w business transfer agreement with Syngenta India
Limited
Deed of assignment of intellectual property rights dated March 27, 2018, entered into between Devgen N.V.
and our Company
Pursuant to the deed of assignment of intellectual property rights dated March 27, 2018, entered into between
Devgen N.V. and our Company (the “Devgen Assignment Agreement”), we acquired all rights, title and interest
over (i) Atheeva and Mahalaxmi trademarks; (ii) germplasm identified contracts and employees from Devgen
Seeds and Crop Technology Private Limited (“Devgen Seeds”); and (iii) certain registrations and applications in
365relation to plant variety protection of “sorghum” and “pearl millet” held in the name of Devgen N.V., for an
aggregate consideration of US$ 0.26 million (equivalent to ₹ 17.57 million). Pursuant to the Devgen Assignment
Agreement, Devgen N.V. agreed to sell, transfer and assign its plant variety protection applications and
registrations, trademarks (pending application and registrations) and related intellectual property rights to our
Company. Since this acquisition was based on evaluation of brand attributes and commercial benefits of such
acquisition (including the associated goodwill), determined through mutual discussion between the parties, which
is consistent with industry standards, there was no requirement for conducting a valuation for this and accordingly,
our Company did not engage any third-party service provider to perform an independent valuation in connection
with this acquisition.
Asset transfer agreement dated March 27, 2018, entered into between Devgen Seeds and Crop Technology
Private Limited and our Company
Pursuant to the asset transfer agreement dated March 27, 2018, entered into between Devgen Seeds and our
Company (the “Devgen Asset Transfer Agreement”), our Company acquired the rights, title and interest of
Devgen Seeds in specified assets such as germ plasm and certain employees of Devgen Seeds for an aggregate
consideration of US$ 0.53 million (equivalent to ₹ 34.19 million). Pursuant to the Devgen Asset Transfer
Agreement, Devgen Seeds agreed to sell, transfer and assign its germplasm, identified contracts and employees
(including liabilities pertaining to employee benefit funds) to our Company. The consideration was mutually
agreed between the parties under the Devgen Asset Transfer Agreement, taking into account management’s
assessment and market and commercial factors, which is consistent with industry standards. There was no
requirement for conducting a valuation for this acquisition and accordingly, our Company did not engage any
third-party service provider to perform an independent valuation in connection with this acquisition.
Business transfer agreement dated March 27, 2018, entered into between Syngenta India Limited and our
Company
Pursuant to the business transfer agreement dated March 27, 2018, entered into between Syngenta India Limited
(“Syngenta India”) and our Company (the “Syngenta Business Transfer Agreement”), our Company acquired
the undertakings pertaining exclusively to the Indian gram sorghum, fodder sorghum and pearl millet seeds
business of Syngenta India on a going concern basis, germplasm, if any; and plant variety protection applications
and registrations, trademarks and related intellectual property, by way of slump sale, for an aggregate
consideration of US$ 4.47 million (equivalent to ₹ 298.35 million). An amount of US$ 0.90 million was paid as
interim consideration at the time of execution of the Syngenta Business Transfer Agreement and an amount of
US$ 3.57 million was payable on the satisfaction of certain conditions precedent to closing, contained in the
Syngenta Business Transfer Agreement. Pursuant to the Syngenta Business Transfer Agreement, Syngenta India
agreed to sell, transfer and assign its grain sorghum, fodder sorghum and pearl millet seeds business (including
their germplasms, plant variety protection applications and registrations and market authorizations) and all
liabilities associated therewith, on a ‘going concern basis’ by way of a slump sale to our Company for the
consideration amount mentioned above. Further, at the time of closing, our Company also entered into an
intellectual property assignment agreement dated January 3, 2019 for the assignment of the IPRs relation to the
Indian grain sorghum, fodder sorghum and pearl millet seeds business of Syngenta India. The consideration was
mutually agreed between the parties under the Syngenta Business Transfer Agreement, taking into account the
historical and projected performance and internal valuation methodologies, which is aligned with the market
practices. There was no requirement for conducting a valuation for this acquisition and accordingly, our Company
did not engage any third-party service provider to perform an independent valuation in connection with this
acquisition.
7. Acquisition of Furadan 3G, Furadan Ultra, Splendour, Affinity Force and Metcil trademarks from
FMC India Private Limited and Cheminova India Limited
Pursuant to the asset transfer agreement dated August 14, 2018 entered into between FMC India Private Limited,
Cheminova India Limited and our Company, we purchased Furadan 3G, Furadan Ultra, Splendour, Affinity Force
and Metcil trademarks, in relation to formulated and technical products of Carbofuran 3G, Thiacloprid,
Metsulfuron methyl 20 WP, and Metsulfuron methyl 10% + Carfentrazone ethyl 40% DF, for a consideration of
₹ 184.50 million. An amount of ₹ 112.50 million was to be paid as upfront payment, with ₹ 112.50 million to be
paid to FMC India Private Limited and ₹ 1.00 (Rupee One) to Cheminova India Limited. The balance amount of
₹ 72.00 million was to be paid in three tranches towards the formulated product of ‘Carbofuran 3G’. Pursuant to
this asset transfer agreement, FMC India Private Limited and Cheminova India Limited agreed to transfer, sell,
366convey, assign and deliver to our Company, the abovementioned trademarks, and the respective technical and
formulated products, free and clear of all encumbrances.
Since this acquisition was based on strategic synergies between our brands, anticipated integration and trademark
specific comparables across the relevant segment, there was no requirement for conducting a valuation for the
acquisition of this trademark and accordingly, our Company did not engage any third-party service provider to
perform an independent valuation in connection with this acquisition.
8. Acquisition of Proclaim, Tilt and Blue Copper agrochemical brands from Syngenta Participations AG
and Syngenta India
Pursuant to the asset purchase agreement dated November 21, 2018, between Syngenta Participations AG,
Syngenta India Limited, and our Company, we acquired the rights, title and interests in certain crop protection
products such as Tilt, Proclaim, and Blue Copper with the licensed know-how and product registrations and
goodwill in the territory; along with design rights pursuant to the design rights assignment deed dated January 3,
2019, for a consideration of US $ 28.50 million (equivalent to ₹ 2,080.50 million). An amount of US $ 25.935
million (of which US $ 5.7 million was to be paid in advance) was paid to Syngenta India. The remaining amount
of US $ 2.565 million was to be paid to Syngenta Participations AG. Pursuant to this asset purchase agreement,
Syngenta India Limited transferred its rights, title and interests in the abovementioned assets, free and clear of
encumbrances, and Syngenta Participations AG through the trademarks and copyrights assignment deed dated
January 3, 2019, transferred its rights, title and interests in the trademarks of Proclaim, Tilt, and Blue Copper and
the works in relation to the goods for which the trademarks have been registered. Further, through a license
agreement dated January 3, 2019 between our Company and Syngenta India Limited, we acquired the non-
exclusive licensing rights to use the trademarks for the sole purpose of manufacturing and applying the trademarks
to formulated products exclusively to be exported for sale outside India.
Since the consideration was mutually agreed between the parties taking into account the historical and projected
performance and internal valuation methodologies, which is consistent with industry standards, there was no
requirement for conducting a valuation for this acquisition and accordingly, our Company did not engage any
third-party service provider to perform an independent valuation in connection with this acquisition.
9. Acquisition of Dursban, Predator and Nurelle trademarks from Dow AgriSciences LLC
Pursuant to the confirmatory deed of assignment dated December 23, 2019 between Dow Agrisciences LLC and
our Company, we acquired all the rights, title, interest, benefit and property in relation to Dursban, Nurelle, and
Predator trademarks, together with the goodwill of the business in India, for a base consideration of US $ 2.10
million along with an additional consideration of not more than US $ 0.35 million (equivalent to ₹ 149.66 million).
Pursuant to this confirmatory deed of assignment, Dow AgriSciences LLC irrevocably and perpetually assigned
and transferred all the rights, title, interest, benefit and property along with the goodwill of the business in India
for the abovementioned trademarks.
Since the consideration was based on market and competitive positioning of the trademarks within our Company’s
brand strategy and taking into account the historical and projected performance, there was no requirement for
conducting a valuation for the acquisition and accordingly, our Company did not engage any third-party service
provider to perform an independent valuation in connection with this acquisition.
10. Acquisition of pearl millet, sorghum, mustard and cotton seed hybrid business sold under the
ProAgro® brand from Bayer BioScience Private Limited and Bayer Crop Science
Business purchase agreement entered into between Bayer BioScience Private Limited and our Company dated
October 13, 2021
Pursuant to the business purchase agreement dated October 13, 2021, entered into between Bayer BioScience
Private Limited and our Company, we acquired, on a slump basis, inter alia (i) trademarks of Surpass and related
applications; (ii) pearl millet, sorghum and mustard seed hybrids and varieties sold under the ProAgro brand; (iii)
plant variety protection rights applied for or granted in India; (iv) all written formulas, designs, specifications,
technical descriptions, drawings and other know-how, exclusively used for the research, development, breeding,
production and processing and propagation of the aforementioned products; (v) all tangible biological materials
exclusively used for breeding in connection with the products in the territory, including breeding pools, collections
of segregating lines, stabilized lines, breeding populations, plants parental seeds, pre-commercial and
experimental hybrids, plants, parental seeds, pre-commercial and experimental hybrids and varieties; (vi) all
367transferable governmental permits, licenses, authorizations and consents exclusively related to the business; (vii)
real property, exclusively related to and used for the business together with all rights, title, interest, easements,
privileges, benefits, entitlements and appurtenances thereto, provided that only the Kondakal site shall be
assigned, delivered, conveyed and transferred; and (viii) all plant, machinery, equipment, furniture and
furnishings, leasehold improvements, goods, vehicles, office equipment and supplies and other movable fixed
assets of any kind (other than the IT assets) for a lumpsum consideration of ₹ 1,926.00 million and the working
capital adjustment amount as per the agreement.
Business purchase agreement entered into between Bayer CropScience Limited and our Company dated
October 13, 2021
Pursuant to the business purchase agreement dated October 13, 2021, entered into between Bayer CropScience
Private Limited and our Company, we acquired, on a slump basis, inter alia (i) all written marketing, sales
materials and other know-how, including customer and price lists, which is currently exclusively used for the
marketing and sale of Bollgard II cotton hybrids sold under the Surpass brand and the pearl millet, sorghum and
mustard seed hybrids and varieties sold under the ProAgro brand; (ii) the real property, exclusively related to and
used for aforementioned products together with all rights, title, interest, easements, privileges, benefits,
entitlements and appurtenances thereto; (iii) all raw materials and work-in-progress inventory of the
aforementioned products which are used or held for use, exclusively for the sale in India and fulfil the quality
standards; and (iv) all available books, records, files, documents and data, either existing in hard copy or computer
format, which are exclusively related to, and relevant for the current conduct including product sales data per
customers for the last three years, subject to applicable retention policies and applicable laws, in particular taking
into considerations contractual restrictions and applicable data privacy laws for a lumpsum consideration of ₹
620.00 million and the working capital adjustment amount as per the agreement.
Since the consideration was mutually agreed between the parties taking into account the market presence,
historical performance, existing portfolio and internal valuation methodologies, which is consistent with industry
standards, there was no requirement for conducting a valuation for this acquisition and accordingly, our Company
did not engage any third-party service provider to perform an independent valuation in connection with this
acquisition. Further, none of our Promoters or Directors were related to Bayer BioScience Private Limited and
Bayer Crop Science.
11. Acquisition of cotton seeds business of “Sadanand” brand along with related breeding assets and
whole of the goodwill in the business concerned from Kohinoor Seed Fields India Private Limited
Pursuant to the deed of assignment dated December 1, 2023, entered into between Kohinoor Seed Fields India
Private Limited and our Company, we acquired all the rights, title, and interest derived from and in connection
with the trademark of ‘Sadanand’ in India and globally, together with the goodwill in the business concerned, for
a consideration of ₹ 333.50 million. Pursuant to this deed of assignment, Kohinoor Seed Fields India Private
Limited irrevocably sold, conveyed, transferred, delivered and assigned all the rights, title, interest derived from
and in connection with abovementioned trademark.
In connection with this acquisition, our Company has received valuation report dated February 14, 2024, issued
by Samarth Valuation Advisory LLP, an independent registered valuer (registration number IBBI/RV-
E/06/2021/157) which determined the fair value of the tangible and intangible assets to be ₹ 454.90 million as on
October 31, 2023. Further, none of our Promoters or Directors are related to Kohinoor Seed Fields India Private
Limited.
12. Acquisition of Gramoxone brand from Syngenta Limited and Syngenta India
Pursuant to the trademark assignment agreement dated December 5, 2023 entered into between Syngenta Limited,
Syngenta India Private Limited, and our Company, we acquired the trademark for ‘Gramoxone’ in India, for a
consideration of US $ 7.20 million (equivalent to ₹ 600.55 million) to be paid entirely to Syngenta Limited.
Pursuant to this trademark assignment agreement, Syngenta Limited transferred all its rights, title and interest in
the abovementioned trademark including inter alia all the statutory and common law rights attached to it.
The consideration was mutually agreed between the parties taking into account the historical and projected
performance, which is consistent with industry standards, there was no requirement for conducting a valuation for
this acquisition and accordingly, our Company did not engage any third-party service provider to perform an
independent valuation in connection with this acquisition.
368Further, none of our Promoters or Directors are related to Syngenta Limited and Syngenta India.
13. Acquisition of brand Sunrice in India, Thailand, Bangladesh and Vietnam; brand Sunrice (Thai) and
Postem (Thai) in Thailand; and technology know-how patent of Ethoxysulfuron mixture from Bayer
Intellectual Property GmbH, Bayer Aktiengesellschaft and Bayer CropScience Aktiengesellschaft
Pursuant to the trademarks assignment agreement dated December 23, 2024, asset purchase agreement dated
December 17, 2024 and trademark assignment agreement dated May 20, 2025 entered into between Bayer
Intellectual Property GmbH, Bayer Aktiengesellschaft, Bayer CropScience Aktiengesellschaft, and our Company,
as applicable, we acquired all rights, titles and interests in the trademarks of crop protection active ingredient
business of Ethoxysulfuron and Sunrice for a consideration of ₹ 4,810 million. Pursuant to this trademarks
assignment agreement, Bayer Intellectual Property GmbH and Bayer CropScience Aktiengesellschaft transferred
all rights, titles and interests in the abovementioned trademarks to our Company.
In connection with this acquisition, our Company has received valuation report dated February 10, 2025, issued
by Samarth Valuation Advisory LLP, an independent registered valuer (registration number IBBI/RV-
E/06/2021/157) which determined the fair value to be estimated as € 54.11 million as on December 23, 2024.
Further, none of our Promoters or Directors are related to Bayer Intellectual Property GmbH, Bayer
Aktiengesellschaft and Bayer CropScience Aktiengesellschaft.
14. Acquisition of 100% stake in I & B Seeds Private Limited from Praveen Narayana Noojibail, Meera
Noojibail, and W Atlee Burpee Company
Pursuant to the securities purchase agreement dated October 28, 2024 entered into by and between Praveen
Narayana Noojibail, Meera Noojibail, W Atlee Burpee Company (“I&B Sellers”), I&B Seeds Private Limited
and our Company, we purchased an aggregate of 14,290 equity shares of face value ₹ 10 each representing 100%
of the issued, subscribed and paid-up capital of I&B Seeds Private Limited (14,289 equity shares were purchased
by our Company and 1 equity share was purchased by our nominee shareholder, Ankur Aggarwal) and acquired
free and clear of all encumbrances, for a consideration of ₹ 2,430.00 million.
In connection with this acquisition, our Company has received valuation report dated February 10, 2025, issued
by Samarth Valuation Advisory LLP, an independent registered valuer (registration number IBBI/RV-
E/06/2021/157) which determined the fair value of the tangible and intangible assets to be ₹ 2,355.44 million as
on October 31, 2024. Further, none of our Promoters or Directors are related to Praveen Narayana Noojibail,
Meera Noojibail, and W Atlee Burpee Company.
15. Scheme of merger between our Company and I & B Seeds Private Limited
Pursuant to a resolution dated February 14, 2025, adopted by our Board, a scheme of amalgamation (the “I&B
Amalgamation Scheme”) was filed under Sections 230 to 232 of the Companies Act, 2013, before the National
Company Law Tribunal, Ahmedabad Bench for merger of our Company with I&B Seeds Private Limited (our
erstwhile wholly owned subsidiary). The purpose of this merger scheme is the amalgamation of I & B Seeds with
our Company to inter alia maximise share holders’ value, achieve cost savings from more focused operational
efforts, and consolidation of activities leading to operational synergies. The amalgamation is expected to achieve
cost savings from more focused operational efforts, rationalisation, standardization and simplification of business
process.
Pursuant to the I&B Amalgamation Scheme, the authorised share capital of I&B Seeds amounting to ₹ 0.50 million
was added to the authorised share capital of our Company and the consolidated authorised share capital of our
Company post the I&B Amalgamation Scheme was ₹ 3,117.00 million.
The I&B Amalgamation Scheme was approved by the National Company Law Tribunal, Ahmedabad Bench, by
order dated November 17, 2025 with the merger coming into effect from October 31, 2024 (which is the appointed
date).
I&B Seeds was a wholly owned subsidiary of our Company and there was no valuation conducted for the purposes
of this amalgamation by our Company. Further, as on the date of this Draft Red Herring Prospectus, our Company
and I&B Seeds were part of the same promoter group and under common management and control.
36916. Scheme of amalgamation of Nexus Crop Science Private Limited with Saffire Crop Science Private
Limited
Pursuant to resolution dated March 13, 2025, adopted by the board of directors of Nexus and Saffire, a scheme of
amalgamation (the “Nexus Amalgamation Scheme”) was filed under Sections 230 to 232 of the Companies Act,
2013, before the National Company Law Tribunal, Ahmedabad Bench for the amalgamation of Nexus (our
erstwhile wholly-owned subsidiary) with and into Saffire (our wholly owned subsidiary). The purpose of this
Nexus Amalgamation Scheme is to inter alia provide synergistic integration of the business operations of Nexus
and Saffire, enabling better operational management, consolidation of the business and simplification of the group
structure, result in simplicity in working and reduction in statutory and regulatory compliances.
Pursuant to the Nexus Amalgamation Scheme, the authorised share capital of Nexus was added and formed part
of the authorised share capital of Saffire and accordingly, the authorised share capital of Saffire was increased to
the extent of the aggregate authorised share capital of Nexus as on the effective date of the Scheme.
Further, pursuant to the Nexus Amalgamation Scheme, (i) the entire business of Nexus, comprising, amongst
other things, all properties, assets, debts, liabilities, employees, contracts, deeds, bonds, agreements, licenses,
insurance policies, and other instruments, tax liabilities or refunds under the Income-tax Act, 1961, of whatsoever
nature were transferred to Saffire as a going concern basis from the effective date of April 1, 2025; and (ii) the
equity shares of Nexus were deemed to be cancelled and new equity shares of Saffire were issued to the
shareholders of Nexus as per the approved share exchange ratio from the date of Nexus Amalgamation Scheme
becoming effective.
The Nexus Amalgamation Scheme was approved by the National Company Law Tribunal, Ahmedabad Bench,
by order dated October 17, 2025 with the amalgamation coming into effect from April 1, 2025 (which is the
appointed date).
In connection with this acquisition, our Company has received valuation report dated March 13, 2025, issued by
Samarth Valuation Advisory LLP, an independent registered valuer (registration number IBBI/RV-
E/06/2021/157) which determined the fair share exchange ratio to be 7 equity shares of ₹ 10 each, fully paid-up,
of Saffire shall be issued for every 10 equity shares of ₹ 10 each, fully paid-up, of Nexus, held by the shareholder.
Further, as on the date of this Draft Red Herring Prospectus, Nexus and Saffire were part of the same promoter
group and under common management and control.
Details of the shareholder’s agreement and other material agreements
Except as set forth below, there are no other arrangements or agreements, deeds of assignment, acquisition
agreements, shareholders agreements, inter-se agreements, any agreements between our Company, our Promoters,
and Shareholders, or agreements of like nature or agreements comprising any clauses/covenants in relation to the
securities of our Company which are material to our Company, and which are required to be disclosed, or the
nondisclosure of which may have a bearing on the investment decision of prospective investors in the Offer.
Further, there are no clauses/covenants that are adverse or prejudicial to the interest of the minority/public
Shareholders of our Company.
1. Subscription Agreement (the “DSA”) dated March 14, 2022 entered into between our Company, Nand
Kishore Aggarwal, Ankur Aggarwal, Kanak Aggarwal, International Finance Corporation and IFC
Emerging Asia Fund
Our Company has entered into the DSA, which sets out the terms of subscription of a total of 30,000,000
compulsorily convertible debentures of face value of ₹100 each, issued by our Company to IFC and IFC
Emerging Fund. An aggregate of 11,250,000 compulsorily convertible debentures are held by IFC and
18,750,000 compulsorily convertible debentures are held by IFC Emerging Fund. For details, see, “Capital
Structure – Notes to capital structure – Share capital history of our Company - Compulsorily convertible
debentures of our Company and the terms of conversion of such compulsorily convertible debentures” on
page 122.
2. Amended and restated shareholders’ agreement dated September 23, 2022 (“SHA”) executed among the
Company, Nand Kishore Aggarwal (“Sponsor 1”), Ankur Aggarwal (“Sponsor 2”, along with Sponsor 1,
the “Sponsors”), Kanak Aggarwal, Komal Aggarwal (“Shareholder 1”), Nand Kishore Aggarwal HUF,
Crystal Crop Protection Employee Welfare Trust (“Shareholder 2”), Kanak Nand Kishore Aggarwal
370Family Trust, International Finance Corporation (“IFC”) and IFC Emerging Asia Fund, LP (“IFC
Emerging”, along with IFC, the “Investors”), read together with the (i) deed of adherence dated February
13, 2024 executed by Redson Retail and Reality Private Limited (“Shareholder 3 along with Shareholder
1 and Shareholder 2, the “Shareholder Parties to the SHA”), (ii) addendum to the SHA dated March 5,
2024 (“Addendum to SHA”, along with the SHA, the “Shareholders’ Agreement”) between the Company,
Sponsors, Investors, Shareholder Parties to SHA, Nand Kishore Aggarwal HUF and Kanak Nand Kishore
Aggarwal Family Trust; (iii) deeds of adherence, each dated December 5, 2025 executed by Ankur
Aggarwal KNK Family Trust (“Shareholder 4”), Komal Aggarwal KNK Family Trust (“Shareholder 5”)
and Pooja Bansal KNK Family Trust (“Shareholder 6, along with Shareholder 4, Shareholder 5 and
Shareholder Parties to the SHA, the “Original Shareholder Parties”); and (iv) the waiver cum amendment
agreement dated December 17, 2025 (“Waiver cum Amendment Agreement”) executed amongst the
Company, Sponsors, Original Shareholder Parties and the Investors (Sponsors, Investors and Original
Shareholder Parties, the “Parties”)
Our Company entered into the Shareholders’ Agreement with the Parties which governs the rights and obligations
of the Investors vis-à-vis the Company in relation to the management, governance and functioning of the
Company.
The Shareholders’ Agreement defines the mutual rights and obligations of our Company, Sponsors and the
Investors, which include, inter alia, (i) right of each Investor to appoint a nominee director or an observer to our
Board and committees of our Company; (ii) right of the Sponsors to appoint four nominee directors to our Board;
(iii) pre-emptive right of the Investors to subscribe, in the event of a further issue of Equity Shares by our
Company; (iii) prior consent requirements from the Investor in respect of certain matters; (iv) tag-along rights in
favour of the Investors; (v) exit provisions for the Investors; including option of an initial public offer; and (vi)
certain information and inspection rights in favour of the Investors.
The Parties, as applicable, have entered into the Waiver cum Amendment Agreement to facilitate the Offer and
to govern their mutual rights and obligations in relation to our Company till the listing and trading of the Equity
shares of our Company on Stock Exchanges. In terms of the Waiver cum Amendment Agreement, on and after
the date of receipt of final listing and trading approvals by our Company from the Stock Exchanges pursuant to
the Offer, the right of the Sponsors to nominate upto four directors on our Board shall become effective only upon
receipt of the approval of the Shareholders’ by way of a special resolution at the first general meeting held by our
Company post the listing of Equity Shares on the Stock Exchanges pursuant to the Offer, as soon as practically
possible. Such rights of the Sponsors shall be incorporated in the Articles of Association of our Company.
Further, pursuant to the terms of the Waiver cum Amendment Agreement, the Parties thereto have amended
certain provisions to facilitate the Offer, including, deletion of the clause on buyback of shares in the SHA, and
waived certain rights available to them under the SHA, to the extent relevant and required in respect of the Offer.
The Waiver cum Amendment Agreement shall stand automatically terminated upon the earlier of the following
dates: (i) the date of termination of the Shareholders’ Agreement in accordance with the terms hereof; (ii) Listing
Date (as defined under the Waiver cum Amendment Agreement); (iii) the date on which the Board decides not to
undertake the proposed Offer or decides to withdraw the proposed Offer or any draft Offer document filed with
any regulator/authorities in respect of the proposed Offer; or (iv) December 31, 2026 or such other date as may
be mutually agreed in writing between the Parties.
The Shareholders’ Agreement shall automatically terminate in respect of each party, in its entirety, immediately
upon receipt of final listing and trading approvals from the Stock Exchanges for the listing and trading of the
Equity Shares of our Company pursuant to the Offer without any further act or deed required on the part of any
party, subject to the survival of certain provisions related to definitions and interpretation, confidentiality, notices,
miscellaneous and governing law and dispute resolution. Upon consummation of the Offer, all provisions of Part
B of the Articles of Association of our Company containing the special rights available to the Investors of the
Company as per the Shareholders’ Agreement shall automatically terminate and cease to have any force and effect
and the provisions of Part A of the Articles of Association shall automatically come in effect and be in force,
without any further corporate or other action, by the Parties, Company or by its Shareholders.
3713. Amended and restated sale right agreement dated September 23, 2022 (“SRA”) executed among the
Company, Investors, Sponsors and Kanak Aggarwal read with waiver cum amendment agreement dated
December 17, 2025 (“SRA WCA”) executed amongst the Company, Sponsors and Investors (Sponsors and
Investors, the “Parties”)
In terms of the SRA, each Investor has the right to sell compulsorily convertible debentures held by it to our
Company, upon (i) occurrence of an event of default; or (ii) failure of our Company to provide exit to the Investors
within the specified timelines; or (iii) breach by our Company of any obligation or covenants under the
Shareholders’ Agreement, amongst others.
The Parties, as applicable, have entered into the SRA WCA to facilitate the Offer, the right to sell available to the
Investors shall terminate under the SRA pursuant to the execution of the SRA WCA. The SRA WCA shall stand
automatically terminated upon the earlier of the following dates: (i) the SRA WCA being terminated by the mutual
written agreement of all Parties, including if the listing of the Equity Shares pursuant to the Offer is not completed
by then, subject to a withdrawal of this Draft Red Herring Prospectus, upon such termination; (ii) the date on
which the Board decides not to undertake the Offer or decides to withdraw the Offer including any draft Offer
document filed with SEBI; (iii) the date on which the Offer Agreement is terminated; or (iv) December 31, 2026
or such other date as may be mutually agreed in writing between the Parties.
4. Policy Agreement dated December 17, 2025 entered into amongst our Company and the Investors (“Policy
Agreement”)
Our Company has entered into the Policy Agreement which will come into effect on the date of listing of the
Equity Shares on the Stock Exchanges and remain in effect till the Investors continue to be Shareholders of our
Company. Pursuant to the Policy Agreement, our Company has agreed to comply with certain policy reporting
requirements and covenants inter-alia in relation to sanctionable practices, environmental and social covenants,
compliance with UN Security Council Resolutions, ethics policies etc. in accordance with the Investors
requirements. Any information required to be provided by our Company pursuant to the Policy Agreement shall
be shared in compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended. Further, if any specified information is required to be disclosed to an
Investor under the Policy Agreement, our Company shall simultaneously with or prior to, the disclosure to the
Investor, publish such information on the securities exchange on which any of the Company’s securities are listed,
to the extent required under the Applicable Law.
Key terms of other subsisting material agreements
Investment in GH2 Solar SPV-1 Private Limited by our Company
Power Supply and Offtake Agreement dated April 22, 2025 entered into between GH2 Solar SPV-1 Private
Limited and our Company
Pursuant to the power supply and offtake agreement dated April 22, 2025 entered into between GH2 Solar SPV-
1 Private Limited (“GH2 Solar SPV”) and our Company, GH2 Solar Limited (“GH2 Solar”) in collaboration
with our Company is setting up a solar power project to meet the captive power requirements of our Company,
for which GH2 Solar has set up a special purpose vehicle. Pursuant to this power supply and offtake agreement,
GH2 Solar SPV has agreed to sell, and our Company has agreed to purchase the electricity to be generated for use
at our Maharashtra Technical Unit.
Share Subscription and Shareholders’ Agreement dated July 28, 2025 entered into between GH2 Solar Limited,
(formerly known as GH2 Solar Private Limited) (“GH2 Solar”), our Company and GH2 Solar SPV-1 Private
Limited (“GH2 Solar SPV”)
Pursuant to the share subscription and shareholders’ agreement dated July 28, 2025 entered into between GH2
Solar, our Company and GH2 Solar SPV, our Company has agreed to subscribe to shares of GH2 Solar SPV,
which is a wholly owned subsidiary of GH2 Solar, established for the purpose of entering into the captive solar
power project with our Company. Pursuant to this share subscription and shareholders’ agreement, our Company
has agreed to acquire 26% of equity shares with voting rights in GH2 Solar SPV representing 26% of the fully
diluted share capital in GH2 Solar SPV. As on the date of this Draft Red Herring Prospectus, no consideration has
been paid under this subscription and shareholders’ agreement.
372Guarantees provided to third parties by our Promoters offering their Equity Shares in the Offer for Sale
As on the date of this Draft Red Herring Prospectus, no guarantee has been issued by our Promoters offering their
Equity Shares in the Offer for Sale in relation to our borrowings.
Agreements with Key Managerial Personnel or Senior Management or Directors or Promoters or any other
employee
As on date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial
Personnel, Senior Management, Promoters or Directors 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.
Holding Company
As on the date of this Draft Red Herring Prospectus, our Company has no holding company.
Our Subsidiaries
As on the date of this Draft Red Herring Prospectus, our Company has four direct Subsidiaries, details of which
are as set forth below, and does not have any indirect subsidiaries. As on the date of this Draft Red Herring
Prospectus, our Company has one associate company. Further, in addition to the below mentioned Subsidiaries,
we have one Partnership Firm and thirteen Limited Liability Partnership Firms, which are accounted for as
subsidiaries in accordance with Ind AS 110 in the Restated Consolidated Financial Information included in this
Draft Red Herring Prospectus. Since these entities are limited liability partnership firms or partnership firms, they
are not “subsidiaries” as defined under the Companies Act, 2013. For the purpose of this Draft Red Herring
Prospectus, we have included the disclosures for the Partnership firm and Limited Liability Partnership Firms in
accordance with the disclosures included for “Subsidiaries” as defined under the Companies Act, 2013.
1. Crystal Crop Protection (Australia) Pty Limited
Corporate Information
Crystal Crop Protection (Australia) Pty Limited (“Crystal Crop (Australia)”) was incorporated as a proprietary
company on March 5, 2015, registered under the Corporations Act, 2001, of Australia at Victoria. Its Australian
company number is 604583851. The registered office of Crystal Crop (Australia) is at Level 16, Tower 2, Darling
Park, 201 Sussex Street, Sydney, New South Wales, 2000. Crystal Crop (Australia) is enabled under its
memorandum of association, to carry on, the business of traders, importers, exporters, distributors, commission
agents, wholesale dealers, manufacturers, processors, formulators, all kinds of agrochemicals, pesticides,
weedicides, fertilizers, organic and inorganic chemicals, allied chemicals, including petroleum and petrochemical
based products.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the authorised share capital of Crystal Crop (Australia) is
AUD 30,000 divided into 30,000 equity shares of AUD 1 each. The issued, subscribed and paid-up equity share
capital of Crystal Crop (Australia) is AUD 30,000 divided into 30,000 equity shares of AUD 1 each.
Shareholding Pattern
Sr. No. Name of the shareholders No. of equity shares of Percentage of equity
AUD 1 each shareholding (%)
1. Our Company 30,000 100
373Financial Information
Sr. No. Particulars Unit As at and for As at and for As at and for As at and for
the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million (0.71) (0.66) (0.47) (0.19)
2. Revenue from operations ₹ million Nil Nil Nil Nil
3. Profit/ (loss) after tax ₹ million - (0.19) (0.35) (0.18)
4. Basic earnings per equity ₹ N.A. N.A. N.A. N.A.
share
5. Diluted earnings per ₹ N.A. N.A. N.A. N.A.
equity share
There are no accumulated profits or losses of Crystal Crop (Australia) that have not been accounted for by our
Company.
2. Crystal Crop Protection South Africa Proprietary Limited
Corporate Information
Crystal Crop Protection South Africa Proprietary Limited (“Crystal Crop (South Africa)”) was incorporated on
February 26, 2015, under Section 14 of Companies Act, 2008, of the Republic of South Africa at Durban. The
registration number is 2015/058535/07. The registered office of Crystal Crop (South Africa) is 10 Le Roux
Avenue Halfway Gardens, Midrand, Gauteng 1684. Crystal Crop (South Africa), as enabled under its
memorandum of association to carry on any lawful business activities. The operations of Crystal Crop (South
Africa) are yet to be commenced and yet to generate revenue.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the authorised share capital of Crystal Crop (South Africa)
is Rand 1,275,000 divided into 51,000 equity shares of Rand 25 each. The issued, subscribed and paid-up equity
share capital of Crystal Crop (South Africa) is Rand 1,275,000 divided into 51,000 equity shares of Rand 25 each.
Shareholding Pattern
Sr. No. Name of the shareholders No. of equity shares of Percentage of equity
RAND 25 each shareholding (%)
1. Our Company 51,000 100
Financial Information
Sr. No. Particulars Unit As at and for As at and for As at and for As at and for
the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 1.64 Nil (1.75) (1.85)
2. Revenue from ₹ million Nil Nil Nil Nil
operations
3. Profit/ (loss) after tax ₹ million - (0.10) (0.09) (0.19)
4. Basic earnings per ₹ N.A. N.A. N.A. N.A.
equity share
5. Diluted earnings per ₹ N.A. N.A. N.A. N.A.
equity share
There are no accumulated profits or losses of Crystal Crop (South Africa) that have not been accounted for by our
Company.
3743. Crystal Crop Techno Solutions Private Limited
Corporate Information
Crystal Crop Techno Solutions Private Limited (“Crystal Techno”) was incorporated on November 21, 2019,
under the Companies Act, 2013. Its CIN is U29253GJ2019PTC110942. The registered office of Crystal Techno
is 206, Span Trade Centre, opposite Kochrab, Gandhi Ashram, near Paldi Char Rasta, Ellisbridge, Ahmedabad-
380 006, Gujarat, India. Crystal Techno, as authorised under its memorandum of association, is primarily engaged
in the business of, amongst other things, manufacturing and trading of various agri related equipment, machinery
and engineering tools used to cultivate, produce, sowing, harvest, post-harvest, raise, utilise or dealt in relation to
any agricultural produce or in relation to any agricultural activity and trading of agricultural machines and plant
protection appliances.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the authorised share capital of Crystal Techno is ₹ 2,500,000
divided into 250,000 equity shares of ₹ 10 each. The issued, subscribed and paid-up equity share capital of Crystal
Techno is ₹ 1,733,850 divided into 173,385 equity shares of ₹ 10 each.
Shareholding Pattern
Sr. Name of the shareholders No. of equity shares of ₹ Percentage of equity
No. 10 each shareholding (%)
1. Our Company 173,384 99.99
2. Ankur Aggarwal 1 Negligible
Total 173,385 100.00
Financial Information
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 60.40 60.53 6.57 (2.61)
2. Revenue from ₹ million 13.04 74.42 - -
operations
3. Profit/ (loss) after tax ₹ million (0.13) 9.06 (1.32) (0.28)
4. Basic earnings per ₹ (0.74) 52.27 (17.97) (5.64)
equity share
5. Diluted earnings per ₹ (0.74) 52.27 (17.97) (5.64)
equity share
There are no accumulated profits or losses of Crystal Techno that have not been accounted for by our Company.
4. Saffire Crop Science Private Limited
Corporate Information
Saffire Crop Science Private Limited (“Saffire”) was incorporated on June 28, 2017, under the Companies Act,
2013. The CIN of the company is U74999GJ2017PTC160191. The registered office of Saffire is at 206, 2nd floor,
Span Trade Centre, opposite Kochrab Gandhi Ashram, near Paldi Char Rasta, Ashram Road, Ellisbridge,
Ahmedabad- 380 006, Gujarat. Saffire, as authorised under its memorandum of association, is primarily engaged
in the business to, amongst other things, manufacture, formulate, produce, refine, process, buy, sell, export, import
in all types of agrochemicals including pesticides, insecticides, herbicides, weedicides and micronutrient, plant
growth regulator/ promoters and agri-equipments.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the authorised share capital of Saffire is ₹ 495,555,550
divided into 4,555,555 equity shares of ₹ 10 each and 4,500,000 preference shares of ₹ 100 each. The issued,
375subscribed and paid-up equity share capital of Saffire is ₹ 37,655,550 divided into 3,765,555 equity shares of ₹
10 each.
Shareholding Pattern
Sr. No. Name of the shareholders No. of equity shares of ₹ Percentage of equity
10 each shareholding (%)
1. Our Company 3,765,554 99.99
2. Ankur Aggarwal 1 Negligible
Total 3,765,555 100.00
Financial Information
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, 2025 March 31, 2024 March 31,
September 30, 2023
2025
1. Net worth ₹ million 1,034.11 800.02 641.65 580.55
2. Revenue from ₹ million 3,915.13 4,559.72 3,155.47 3,834.81
operations
3. Profit/ (loss) after ₹ million 233.92 146.11 36.37 51.82
tax
4. Basic earnings per ₹ 62.27 42.13 16.52 17.05
equity share
5. Diluted earnings per ₹ 62.27 42.13 16.52 17.05
equity share
*Nexus Crop Sciences Private Limited was amalgamated with Saffire Crop Science Private Limited with effect from April 1, 2025, pursuant
to a scheme of merger filed by Nexus and Saffire before the National Company Law Tribunal (Ahmedabad Bench) and approved pursuant to
its order dated October 17, 2025. See “– Details regarding material acquisitions or divestments of business/ undertakings, mergers,
amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
There are no accumulated profits or losses of Saffire that have not been accounted for by our Company.
Partnership Firm
1. M/s Modern Papers
M/s Modern Papers is a partnership firm carrying on its business under the name and style of ‘Modern Papers’ at
SIDCO Industrial Complex, Bari Brahmana, Jammu, Jammu and Kashmir and B-95, Wazirpur Industrial Area,
New Delhi 110 052, New Delhi, constituted pursuant to the deed of partnership dated August 6, 2008, as amended,
and whose partners are our Company and Saffire as on the date of this DRHP. Our Company became a partner in
M/s Modern Papers pursuant to a deed of partnership dated December 1, 2011, and Ankur Aggarwal and Komal
Aggarwal, certain of our Promoters, retired from partnership in Modern Papers with effect from September 1,
2025. Modern Papers is engaged in the business of manufacturing agro-chemicals and owns and operates one of
our formulation manufacturing facilities, Bari Brahmana II, located in Jammu, Jammu & Kashmir.
Capital Contribution
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Modern Papers is ₹ 1.06
million.
Percentage share of profit/ loss of partners of Modern Papers is as follows:
Sr. Name of the partner Fixed Capital Percentage share of profit/
No. Contribution (₹ in million) loss (%)
1. Our Company 1.05 99.00
2. Saffire 0.01 1.00
Total 1.06 100.00
Financial Information
376Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 200.60 105.52 74.70 227.94
2. Revenue from ₹ million 1,112.95 1,876.16 1,786.61 2,213.48
operations
3. Profit/ (loss) after tax ₹ million 95.17 36.72 104.23 110.89
There are no accumulated profits or losses of Modern Papers that have not been accounted for by our Company.
Limited Liability Partnerships
1. Balaji & Saffire Crop Science LLP
Corporate Information
Balaji & Saffire Crop Science LLP (“Balaji Saffire LLP”) was incorporated as a limited liability partnership on
April 25, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification number is AAP-0688,
and its registered office is situated at 1284/B, Fidda Ali, Agra Road, Dhule 424 001, Maharashtra, India. Balaji
Saffire LLP is authorised to and is engaged in the business of formulation, production, manufacture, refining,
processing, purchase, sale, import, export and otherwise dealing in distribution of all sorts and kinds of
agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients, plant growth regulators,
seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, fixed capital contribution of Balaji Saffire LLP is ₹ 100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Balaji Saffire LLP is as follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Balaji Agencies 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Balaji Saffire LLP, as extracted from the audited financial statements of Balaji
Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 11.93 11.91 15.44 29.01
2. Revenue from ₹ million 0.00 2.72 0.92 74.83
operations
3. Profit/ (loss) after tax ₹ million (0.06) (2.54) (2.47) (3.48)
There are no accumulated profits or losses of Balaji Saffire LLP that have not been accounted for by our Company.
3772. Jai Shriram Agro & Saffire Crop Science LLP
Corporate Information
Jai Shriram Agro & Saffire Crop Science LLP (“Jai Shriram Saffire LLP”) was incorporated as a limited liability
partnership on May 21, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification number is
AAP-3703, and its registered office is situated at shop number 2, Neelkant Apartment, Pathanpura Road, Balaji
Ward, Chandrapur 442 402, Maharashtra, India. Jai Shriram Saffire LLP is authorised to and is engaged in the
business of formulation, production, manufacture, refining, processing, purchase, sale, import, export and
otherwise dealing in distribution of all sorts and kinds of agrochemicals including pesticides, insecticides,
fungicides, herbicides, micronutrients, plant growth regulators, seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, fixed capital contribution of Jai Shriram Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Jai Shriram Saffire LLP is as
follows:
Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
1. Saffire 51,000 51.00
2. Abhijeet Ashok Khati 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Jai Shriram Saffire LLP, as extracted from the audited financial statements of
Jai Shriram Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 18.04 17.93 19.86 23.60
2. Revenue from ₹ million 0.00 (0.08) 6.09 42.13
operations
3. Profit/ (loss) after tax ₹ million 0.06 (1.73) (3.84) (3.31)
There are no accumulated profits or losses of Jai Shriram Saffire LLP that have not been accounted for by our
Company.
3. Kisan KSK & Saffire Crop Science LLP
Corporate Information
Kisan KSK & Saffire Crop Science LLP (“Kisan KSK Saffire LLP”) was incorporated as a limited liability
partnership on November 13, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification
number is AAR-0210, and its registered office is situated at Maldad Road Corner, Opposite Jaihind Circle, Shivaji
Nagar, Sangamner 422 605, Maharashtra. Kisan KSK Saffire LLP is authorised to and is engaged in the business
of formulation, production, manufacture, refining, processing, purchase, sale, import, export and otherwise
dealing in distribution of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides,
herbicides, micronutrients, plant growth regulators, seeds, fertilizers and agri-equipment.
378Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Kisan KSK Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Kisan KSK Saffire LLP is as
follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Kisan Krushi Seva Kendra 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Kisan KSK Saffire LLP, as extracted from the audited financial statements of
Kisan KSK Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. No. Particulars Unit As at and for As at and for As at and for As at and for
the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 33.03 32.92 54.11 62.66
2. Revenue from ₹ million (0.00) (2.43) 177.48 189.93
operations
3. Profit/ (loss) after tax ₹ million 0.11 (1.50) (10.73) (0.73)
There are no accumulated profits or losses of Kisan KSK Saffire LLP that have not been accounted for by our
Company.
4. KSK and Saffire Crop Science LLP
Corporate Information
KSK and Saffire Crop Science LLP (“KSK Saffire LLP”) was incorporated as a limited liability partnership on
May 17, 2018, under the Limited Liability Partnership Act, 2008. Its LLP identification number is AAM-6443,
and its registered office is situated at beside Agrawal Tower, in front of Jumanshah Baba, Jifarji Jin Amaravati
444 601, Maharashtra, India. KSK Saffire LLP is authorised to and is engaged in the business of formulation,
production, manufacture, refining, processing, purchase, sale, import, export and otherwise dealing in distribution
of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients,
plant growth regulators, seeds, fertilizers and agro-equipment through any medium(s) or channel(s) and all
business(s) or act(s) or matter(s) related to or incidental to the aforementioned business.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of KSK Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of KSK Saffire LLP is as follows:
Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Krushi Seva Kendra 49,000 49.00
379Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of KSK Saffire LLP, as extracted from the audited financial statements of KSK
Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 25.86 26.08 27.82 72.87
2. Revenue from operations ₹ million 0.00 (0.00) 12.56 170.61
3. Profit/ (loss) after tax ₹ million (0.22) (1.75) (9.00) (2.28)
There are no accumulated profits or losses of KSK Saffire LLP that have not been accounted for by our Company.
5. Naveen Agro & Saffire Crop Science LLP
Corporate Information
Naveen Agro & Saffire Crop Science LLP (“Naveen Saffire LLP”) was incorporated as a limited liability
partnership on April 19, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification number
is AAO-9635, and its registered office is situated at 1-18-8, New Mondha, Nanded 431 602, Maharashtra, India.
Naveen Saffire LLP is authorised to and is engaged in the business of formulation, production, manufacture,
refining, processing, purchase, sale, import, export and otherwise dealing in distribution of all sorts and kinds of
agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients, plant growth regulators,
seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Naveen Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Naveen Saffire LLP is as follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Naveen Agro Agencies 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Naveen Saffire LLP, as extracted from the audited financial statements of Naveen
Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. No. Particulars Unit As at and for As at and As at and for As at and for
the six for fiscal fiscal ended fiscal ended
months ended March 31, March 31,
period March 31, 2024 2023
September 30, 2025
2025
1. Net worth ₹ million 40.97 40.96 43.91 46.44
2. Revenue from operations ₹ million 0.00 - (0.04) 60.68
380Sr. No. Particulars Unit As at and for As at and As at and for As at and for
the six for fiscal fiscal ended fiscal ended
months ended March 31, March 31,
period March 31, 2024 2023
September 30, 2025
2025
3. Profit/ (loss) after tax ₹ million (0.05) (2.36) (0.98) (0.48)
There are no accumulated profits or losses of Naveen Saffire LLP that have not been accounted for by our
Company.
6. Neha & Saffire Crop Science LLP
Corporate Information
Neha & Saffire Crop Science LLP (“Neha Saffire LLP”) was incorporated as a limited liability partnership on
March 16, 2018, under the Limited Liability Partnership Act, 2008. Its LLP identification number is AAM-2470,
and its registered office is situated at A4/2503 Vishal Nagar, Latur 413 512 Maharashtra, India. Neha Saffire LLP
is authorised to and is engaged in the business of distribution of all sorts and kinds of pesticides, water soluble
fertilizers, micronutrients and plant growth regulators.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Neha Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Neha Saffire LLP is as follows:
Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Neha Enterprises 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Neha Saffire LLP, as extracted from the audited financial statements of Neha
Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 21.86 21.87 37.29 64.36
2. Revenue from operations ₹ million 0.00 - 14.67 345.78
3. Profit/ (loss) after tax ₹ million (0.01) (1.25) (6.71) (2.47)
There are no accumulated profits or losses of Neha Saffire LLP that have not been accounted for by our Company.
7. Om Traders & Saffire Crop Science LLP
Corporate Information
Om Traders & Saffire Crop Science LLP (“Om Traders Saffire LLP”) was incorporated as a limited liability
partnership on October 19, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification number
is AAQ-8603, and its registered office is situated at flat no. 201, Shakambari Tower Agrasen Nagar, Akola 444
004, Maharashtra, India. Om Traders Saffire LLP is authorised to and is engaged in the business of formulation,
production, manufacture, refining, processing, purchase, sale, import, export and otherwise dealing in distribution
381of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients,
plant growth regulators, seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Om Traders Saffire LLP is
₹ 100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Om Traders Saffire LLP is as
follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Om Traders 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Om Traders Saffire LLP, as extracted from the audited financial statements of
Om Traders Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 4.53 4.78 5.60 17.69
2. Revenue from ₹ million 0.00 - (0.64) 47.40
operations
3. Profit/ (loss) after tax ₹ million (0.05) (0.59) (0.59) 0.45
There are no accumulated profits or losses of Om Traders Saffire LLP that have not been accounted for by our
Company.
8. Pragat Shetkari & Saffire Crop Science LLP
Corporate Information
Pragat Shetkari & Saffire Crop Science LLP (“Pragat Saffire LLP”) was incorporated as a limited liability
partnership on April 16, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification number
is AAO-9280, and its registered office is situated at house number 109/32, Pragat Building Tar Office Road, Jalna
431 203, Maharashtra, India. Pragat Saffire LLP is authorised to and is engaged in the business of formulation,
production, manufacture, refining, processing, purchase, sale, import, export and otherwise dealing in distribution
of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients,
plant growth regulators, seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Pragat Saffire LLP is ₹
100,000.
Partnership Structure
382As on the date of this Draft Red Herring Prospectus, the partnership interest of Pragat Saffire LLP is as follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Pragat Shetkari Kendra 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Pragat Saffire LLP, as extracted from the audited financial statements of Pragat
Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. No. Particulars Unit As at and for As at and for As at and for As at and for
the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 9.84 9.81 12.20 23.90
2. Revenue from ₹ million 0.00 0.59 7.42 76.53
operations
3. Profit/ (loss) after tax ₹ million (0.02) (1.67) (2.93) 1.28
There are no accumulated profits or losses of Pragat Saffire LLP that have not been accounted for by our Company.
9. Ramdeo & Saffire Crop Science LLP
Corporate Information
Ramdeo & Saffire Crop Science LLP (“Ramdeo Saffire LLP”) was incorporated as a limited liability partnership
on April 6, 2018, under the Limited Liability Partnership Act, 2008. Its LLP identification number is AAM-3832,
and its registered office is situated at house no. 289, opposite police station, main road, Wardha 442 001,
Maharashtra, India. Ramdeo Saffire LLP is authorised to and is engaged in the business of formulation,
production, manufacture, refining, processing, purchase, sale, import, export and otherwise dealing in distribution
of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients,
plant growth regulators, seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Ramdeo Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Ramdeo Saffire LLP is as follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Ramdeo Traders 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Ramdeo Saffire LLP, as extracted from the audited financial statements of
Ramdeo Saffire LLP, prepared under Ind AS, of the respective years are as follows:
383Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 7.23 7.22 9.11 9.13
2. Revenue from operations ₹ million 0.00 - - -
3. Profit/ (loss) after tax ₹ million (0.02) (1.99) (0.02) (0.10)
There are no accumulated profits or losses of Ramdeo Saffire LLP that have not been accounted for by our
Company.
10. Shree Metikheda & Saffire Crop Science LLP
Corporate Information
Shree Metikheda & Saffire Crop Science LLP (“Metikheda Saffire LLP”) was incorporated as a limited liability
partnership on May 8, 2018, under the Limited Liability Partnership Act, 2008. Its LLP identification number is
AAM-5874, and its registered office is situated at H/9 Bastaward, Pusad, Yavatmal, Maharashtra 445 204, India.
Metikheda Saffire LLP is authorised to and is engaged in the business of formulation, production, manufacture,
refining, processing, purchase, sale, import, export and otherwise dealing in distribution of all sorts and kinds of
agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients, plant growth regulators,
seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Metikheda Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Metikheda Saffire LLP is as
follows:
Sr. No. Name of the partners Fixed Capital contribution Percentage of partnership
(₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Metikheda Agro Agencies 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Metikheda Saffire LLP, as extracted from the audited financial statements of
Metikheda Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. No. Particulars Unit As at and for As at and for As at and for As at and for
the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million (0.35) (0.36) 2.14 2.17
2. Revenue from ₹ million 0.00 - - -
operations
3. Profit/ (loss) after ₹ million (0.01) (2.63) (0.03) (0.07)
tax
There are no accumulated profits or losses of Metikheda Saffire LLP that have not been accounted for by our
Company.
38411. Shri Prithvi Agro & Saffire Crop Science LLP
Corporate Information
Shri Prithvi Agro & Saffire Crop Science LLP (“Prithvi Saffire LLP”) was incorporated as a limited liability
partnership on December 23, 2019, under the Limited Liability Partnership Act, 2008. Its LLP identification
number is AAR-3886, and its registered office is situated at Gala no. 9, market yard, Kisan Kranti Building,
Ahmednagar 414 001, Maharashtra, India. Prithvi Saffire LLP is authorised to and is engaged in the business of
formulation, production, manufacture, refining, processing, purchase, sale, import, export and otherwise dealing
in distribution of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides, herbicides,
micronutrients, plant growth regulators, seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Prithvi Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Prithvi Saffire LLP is as follows:
Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Prithvi Agro Services 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Prithvi Saffire LLP, as extracted from the audited financial statements of Prithvi
Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and As at and As at and As at and
No. for the six for fiscal for fiscal for fiscal
months ended ended ended
period March 31, March 31, March 31,
September 2025 2024 2023
30, 2025
1. Net worth ₹ million 58.02 59.40 73.42 83.61
2. Revenue from operations ₹ million 0.00 4.36 138.28 315.08
3. Profit/ (loss) after tax ₹ million (0.42) (3.93) (10.46) (5.25)
There are no accumulated profits or losses of Prithvi Saffire LLP that have not been accounted for by our
Company.
12. Trimurti & Saffire Crop Protection LLP
Corporate Information
Trimurti & Saffire Crop Protection LLP (“Trimurti Saffire LLP”) was incorporated as a limited liability
partnership on June 5, 2018, under the Limited Liability Partnership Act, 2008. Its LLP identification number is
AAM-7726, and its registered office is situated at shop no. 2, Savarkar Market, Datta Chowk, Yavatmal 445 001,
Maharashtra, India. Trimurti Saffire LLP is authorised to and is engaged in the business of formulation,
production, manufacture, refining, processing, purchase, sale, import, export and otherwise dealing in distribution
of all sorts and kinds of agrochemicals including pesticides, insecticides, fungicides, herbicides, micronutrients,
plant growth regulators, seeds, fertilizers and agri-equipment.
385Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Trimurti Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Trimurti Saffire LLP is as follows:
Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Trimurti Sales 49,000 49.00
Total 100,000 100.00
Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Trimurti Saffire LLP, as extracted from the audited financial statements of
Trimurti Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. Particulars Unit As at and for As at and for As at and for As at and for
No. the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 4.52 4.51 4.78 5.61
2. Revenue from operations ₹ million 0.00 - 0.02 2.05
3. Profit/ (loss) after tax ₹ million (0.02) (0.40) (0.10) 0.21
There are no accumulated profits or losses of Trimurti Saffire LLP that have not been accounted for by our
Company.
13. Vinayaka Seeds & Saffire Crop Science LLP
Corporate Information
Vinayaka Seeds & Saffire Crop Science LLP (“Vinayaka Saffire LLP”) was incorporated as a limited liability
partnership on May 9, 2020, under the Limited Liability Partnership Act, 2008. Its LLP identification number is
AAP-2407, and its registered office is situated at shop no. 36, Jijamata Krida Sankul 2nd floor, Stadium Road,
Bhandara, Buldhana 443 001, Maharashtra, India. Vinayaka Saffire LLP is authorised to and is engaged in the
business of formulation, production, manufacture, refining, processing, purchase, sale, import, export and
otherwise dealing in distribution of all sorts and kinds of agrochemicals including pesticides, insecticides,
fungicides, herbicides, micronutrients, plant growth regulators, seeds, fertilizers and agri-equipment.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the fixed capital contribution of Vinayaka Saffire LLP is ₹
100,000.
Partnership Structure
As on the date of this Draft Red Herring Prospectus, the partnership interest of Vinayaka Saffire LLP is as follows:
Sr. Name of the partners Fixed Capital contribution Percentage of partnership
No. (₹) interest (%)
1. Saffire 51,000 51.00
2. M/s Vinayaka Seeds Private Limited 49,000 49.00
Total 100,000 100.00
386Financial Information
The brief financial highlights as at and for the six months period ended September 30, 2025 and as at and for the
Fiscals 2025, 2024, and 2023, of Vinayaka Saffire LLP, as extracted from the audited financial statements of
Vinayaka Saffire LLP, prepared under Ind AS, of the respective years are as follows:
Sr. No. Particulars Unit As at and for As at and for As at and for As at and for
the six months fiscal ended fiscal ended fiscal ended
period March 31, March 31, March 31,
September 30, 2025 2024 2023
2025
1. Net worth ₹ million 57.17 58.25 69.76 91.58
2. Revenue from operations ₹ million 0.00 - 34.63 255.23
3. Profit/ (loss) after tax ₹ million (0.48) (3.23) (4.86) (9.04)
There are no accumulated profits or losses of Vinayaka Saffire LLP that have not been accounted for by our
Company.
Associate Company
As on the date of this Draft Red Herring Prospectus, our Company has one Associate Company, namely, Target
Genetics Company Limited.
Target Genetics Company Limited
Corporate information
Target Genetics Company Limited was registered on February 23, 2023 under the Thailand Civil and Commercial
Code at the Office of the Central Company and Partnership Registration of Chiang Mai Province. Its registered
office is situated at 134 village number 4, San Kamphaeng sub-district, San Kamphaeng district, Chiang Mai
province, Thailand - 50130. Its registration number is 0505566005123. For further details, see “Our Group
Companies” on page 605.
Nature of business
Target Genetics Company Limited is authorised to and is engaged in the business of distribution, import and
export of seeds, flowers, fruits, ornamental plants and all types of vegetable seeds as well as planting materials,
fertilizers, pesticides, etc.
Capital Structure
As on the date of this Draft Red Herring Prospectus, the authorised share capital of Target Genetics Company
Limited is Baht 1,000,000 divided into 10,000 equity shares of Baht 100 each. The issued, subscribed and paid-
up equity share capital of Target Genetics Company Limited is ₹ 1,000,000 divided into 10,000 equity shares of
₹ 100 each.
Shareholding Pattern
Sr. No. Name of the shareholders No. of equity shares of Percentage of equity
Baht 100 each shareholding (%)
1. Tatchai Kantarot 3,500 35.00
2. Rassanee Yodya 3,250 32.50
3. Anyamanee Rojanaburanon 1,250 12.50
4. Our Company 2,000 20.00
Total 10,000 100.00
Other Confirmations
Except as disclosed in “ – Details of the shareholders’ agreement and other material agreements” on page 370,
there are no agreements entered into by our Shareholders, Promoters, members of our Promoter Group, our related
parties, Directors, Key Managerial Personnel, or the employees of our Company, or holding company or
387Subsidiaries, among themselves or with our Company or with a third party, solely or jointly, which, either directly
or indirectly or potentially or whose purpose and effect is to, (a) impact the management or control of our
Company or (b) other than in the ordinary course of business, impose any restriction or create any liability upon
our Company, as required to be disclosed pursuant to Clause 5A of Paragraph A of Part A of Schedule
III of the SEBI Listing Regulations.
Interest in our Company
Except as provided in “Our Business” on page 284, none of our Subsidiaries, or Partnership Firm, Limited
Liability Partnership Firms, or Associate Company have any business interest in our Company. For details of
related business transactions between our Company and our Subsidiaries, Partnership Firm, Limited Liability
Partnership Firms or Associate Company, see “Offer Document Summary - Summary of Related Party
Transactions” on page 27.
Common pursuits
As on the date of this Draft Red Herring Prospectus, our Subsidiaries, Associate Company, Partnership Firm, and
Limited Liability Partnership Firms have common pursuits with our Company and are authorised to engage in
business similar to that of our Company. Our Company will adopt the necessary procedures and practices as
permitted by law to address any situations of conflict of interest, if and when they arise. However, there is no
conflict of interest between our Company and our Subsidiaries, Associate Company, Partnership Firm, and
Limited Liability Partnership Firms.
Except as disclosed in “Our Promoters and Promoter Group – Interest of our Promoters” on page 141, there is
no conflict of interest between our Subsidiaries, Associate Company, Partnership Firm and Limited Liability
Partnership Firms and the lessors of immoveable properties, suppliers of raw materials and third party service
providers, which are crucial for the operations of our Company.
388OUR MANAGEMENT
In terms of the Companies Act, 2013 and our Articles of Association, our Company is authorised to have a
minimum of three Directors and a maximum of up to fifteen Directors. As on the date of this Draft Red Herring
Prospectus, we have six Directors on our Board, comprising one Chairman and Managing Director, two Executive
Directors and three Independent Directors, including one woman Independent Director. Our Company has also
appointed Nand Kishore Aggarwal, one of our Individual Promoters as the Chairman Emeritus.
Our Board
The following table sets forth details regarding our Board of Directors and our Chairman Emeritus as on the date
of this Draft Red Herring Prospectus:
Name, designation, term, period of directorship, address, Age Other Directorships
occupation, date of birth and DIN (years)
Nand Kishore Aggarwal* 74 Indian Companies
Designation: Chairman Emeritus a) Khadi Humara Mantar Foundation
b) PHD Chamber of Commerce and
Term: N.A. Industry (Section 8 company)
c) Vaish International Association
Period of Directorship: Director since August 29, 2011 till
November 14, 2025 Foreign Companies
Address: A-88, Phase-1, Ashok Vihar, Saraswati Vihar, Nil
North-West Delhi – 110 052, Delhi India
Occupation: Business
Date of Birth: November 1, 1951
Nationality: Indian
DIN: 00074107
Ankur Aggarwal 43 Indian Companies
Designation: Chairman and Managing Director a) Aviral Crop Science Private Limited
b) CropLife India
Term: For a period of five years with effect from October 1, c) Crystal Crop Techno Solutions
2021 to September 30, 2026 and liable to retire by rotation Private Limited
d) KGF Projects Private Limited
Period of Directorship: Director since August 29, 2011 e) Redson Retail and Reality Private
Limited
Address: A-88, Behind Deep Central Market, Ashok Vihar f) Saffire Crop Science Private Limited
Phase-1, Saraswati Vihar, North-West Delhi – 110 052, Delhi g) Quay Intech Private Limited
India
Foreign Companies
Occupation: Business
Nil
Date of Birth: August 7, 1982
Nationality: Indian
DIN: 00074325
Anil Jain 70 Indian Companies
Designation: Executive Director- Strategy & Operations Nil
Term: For a period of five years with effect from February 16, Foreign Companies
2023 to February 15, 2028 and liable to retire by rotation
Nil
Period of Directorship: Director since February 16, 2018
389Name, designation, term, period of directorship, address, Age Other Directorships
occupation, date of birth and DIN (years)
Address: Z 203/204, Callalily, Near Chandivali Studio, Nahar
Amrit Shakti Chandivali, Andheri, Mumbai 400 072,
Maharashtra, India
Occupation: Service
Date of Birth: March 29, 1955
Nationality: Indian
DIN: 02649494
Kavishwar Vitthalrao Kalambe 46 Indian Companies
Designation: Whole-time Director – Technical Nil
Manufacturing
Foreign Companies
Term: For a period of five years with effect from December
12, 2025 to December 11, 2030 and liable to retire by rotation Nil
Period of Directorship: Director since November 30, 2025
Address: C-802, Samasta-Shreeji Spacelinks Private Limited,
Opposite Akshar Pavillion, 30 m, Vasna Bhayli Main Road,
Near Nilamber Circle, Bhayli, Vadodara – 391 410, Gujarat,
India
Occupation: Service
Date of Birth: February 7, 1979
Nationality: Indian
DIN: 11387277
Sangeeta Kapiljit Singh 66 Indian Companies
Designation: Independent Director a) Enzene Biosciences Limited
b) Galaxy Surfactants Limited
Term: For a term of five years with effect from February 16, c) Keva Fragrances Private Limited.
2023 to February 15, 2028 and not liable to retire by rotation d) Laxmi Organic Industries Limited
e) Shaily Engineering Plastics Limited
Period of Directorship: Director since February 16, 2018 f) Transworld Shipping Lines Limited
Address: 9A, Harbour Heights A Building, N. A. Sawant Foreign Companies
Marg, Colaba Fire Brigade, Mumbai 400 005, Maharashtra,
India Nil
Occupation: Consultant
Date of Birth: December 10, 1959
Nationality: Indian
DIN: 06920906
Sartaj Sewa Singh 68 Indian Companies
Designation: Independent Director
a) Cropnosys (India) Private Limited
Term: For a term of five years with effect from February 16, b) Embassy Property Developments
2023 to February 15, 2028 and not liable to retire by rotation Private Limited
c) Indiabulls Industrial Infrastructure
Limited
390Name, designation, term, period of directorship, address, Age Other Directorships
occupation, date of birth and DIN (years)
Period of Directorship: Director since February 16, 2018
Foreign Companies
Address: Flat No. 401, Brigade Coronet, 16 Palace Road, High
Ground, Bengaluru 560 052, Karnataka, India Nil
Occupation: Service
Date of Birth: May 27, 1957
Nationality: Indian
DIN: 01820913
Chetan Rameshchandra Desai 74 Indian Companies
Designation: Independent Director a) Angel Xpress Foundation
b) Data Link Investment Manager
Term: For a term of five years with effect from February 16, Private Limited
2023 to February 15, 2028 and not liable to retire by rotation c) Deltatech Gaming Limited
d) Delta Corp Limited
Period of Directorship: Director since February 16, 2018 e) Krsnaa Diagnostics Limited
f) Nippon Life India Trustee Limited
Address: 901, Matoshree Kunj, Tanaji Malusare Marg, Vile g) Sula Vineyards Limited
Parle (West), Mumbai – 400 056, Maharashtra, India h) UTI Pension Fund Limited
Occupation: Chartered Accountant in practice Foreign Companies
Date of Birth: January 14, 1951 Nil
Nationality: Indian
DIN: 03595319
*As on the date of this Draft Red Herring Prospectus, Nand Kishore Aggarwal has been designated as the Chairman Emeritus through a
resolution passed by our Board of Directors on November 14, 2025, in recognition of his contribution to our Company. This is an honorary,
non-executive and advisory position and he is not a member of our Board of Directors.
Brief profiles of our Directors
Nand Kishore Aggarwal is one of our Individual Promoters and the Chairman Emeritus of our Company. He has
been associated with us since August 29, 2011. He holds a degree of bachelor’s degree of science from University
of Delhi, Delhi. He is also appointed as Co-Chair of the ASSOCHAM Council on Agri Industries and Farming
Practices for the Financial Year 2026. He has been awarded with ABSA 2025 Lifetime Achievement Award for
his outstanding contribution to India’s agricultural sector from RAY Consulting and Hurun India trailblazer in
agricultural solutions by India’s Most Respected Entrepreneurs Awards 2025. Prior to joining our Company, he
was associated with Aviral Chemicals Private Limited, Jai Shree Agro Industries Limited, Crystal Phosphates
Limited, Redson Crop Science Private Limited, Crop Care Federation of India, Redson Polymers & Chemicals
Private Limited, Krishi Anusandhan & Kisan Vikas Foundation, Nexus Crop Science Private Limited, Redson
Retail and Reality Private Limited, Khadi Humara Mantar Foundation. He has over 30 years of experience in the
agriculture and crop protection industry. He is also holding the office of Chairman for Chemicals & Plastics
Committee in PHD Chamber of Commerce.
Ankur Aggarwal is one of our Individual Promoters and the Chairman and Managing Director of our Company.
He has been associated with us since August 29, 2011. He holds a graduate diploma in business administration
from the Amity Business School, Noida, Uttar Pradesh, India and a master’s degree of science degree in strategic
marketing from De Montfort University, United Kingdom. He also holds a certificate in strategic marketing
management from Tata Management Training Centre, Pune, Maharashtra, India. He completed the 52nd session
of the Owner/President Management Program from Harvard Business School. He is responsible for leading overall
business strategy, operations, and growth across product segments. He oversees the production, sales, marketing,
and R&D to ensure profitability, regulatory compliance, and sustainable agricultural solutions. He is also holding
office of Chairman, CropLife India and Governing Council Member, Agro Chem Federation of India (ACFI),
member of the Confederation of Indian Industry – Northern Region and member of YPO Delhi Chapter. He was
391also awarded as the voice of the year and for his contribution as a speaker in the third edition of Brand R.Comm
at the Agriculture and Rural Communication Summit and Awards, 2025 conducted by Snail Integral. Prior to
joining our Company, he was associated with Krishi Anusandhan & Kisan Vikas Foundation. He has over 20
years of experience in the agriculture and crop protection industry.
Anil Jain is the Executive Director- Strategy and Operations of our Company since February 16, 2018. He holds
a bachelor’s degree of science (honours) in Agriculture from the Haryana Agricultural University, Hissar,
Haryana, India and has completed the post-graduate programme in management in agriculture from the Indian
Institute of Management, Ahmedabad, Gujarat, India. He is responsible for strategic planning, driving
transformation, innovation, and profitability in a competitive agrochemical landscape. He was also awarded with
the outstanding professional award by Agriculture Today Group. He is also holding office of Co-Chair of the
Confederation of Indian Industry – Northern Regional Council on Agriculture for 2025-26. Prior to joining our
Company, he was associated with CropLife India and Bayer CropScience Limited. He has over 42 years of
experience in the agriculture sector.
Kavishwar Vitthalrao Kalambe is the Whole-time Director – Technical Manufacturing of our Company. He has
been associated with our Company since April 1, 2025. He holds a diploma in management and a post graduate
diploma in management from the Indira Gandhi National Open University, New Delhi, Delhi, India. He holds a
bachelor’s degree of engineering in chemical from the North Maharashtra University, Jalgaon, Maharashtra, India.
He also holds a master’s degree of business administration (financial management) from the Indira Gandhi
National Open University, New Delhi, Delhi, India. He is responsible for leading the strategic and operational
execution of manufacturing technologies, process scale-up, and seamless transfer of innovations from research
and development to commercial production. He is also responsible for ensuring product quality, cost efficiency,
regulatory compliance, and manufacturing agility across multiple sites and product categories. He was previously
associated with the Ion Exchange (India) Limited, Heubach Colour Private Limited., Gujarat Insecticides Limited,
Bayer CropScience Limited, BASF India Limited, Thermax Limited, INEOS Styrolution India Limited, Aarti
Industries Limited, Archroma International (India) Private Limited (formerly known as Huntsman International
(India) Private Limited) and Best Value Chem Private Limited. He has over 23 years of experience in
manufacturing operations.
Sangeeta Kapiljit Singh is an Independent Director of our Company. She has been associated with us since
February 16, 2018. She holds a bachelor’s degree of arts (special) from Wilson College, University of Bombay,
Mumbai, Maharashtra, India and has completed a course on strategic human resource management from Harvard
Business School. Prior to joining our Company, she was associated with Ambit Private Limited and KPMG. She
has over 23 years of experience in human resources.
Sartaj Sewa Singh is an Independent Director of our Company. He has been associated with us since February
16, 2018. He holds a bachelor’s degree or arts (honours) in economics from University of Delhi, Delhi, India and
a post-graduate diploma in management from the Indian Institute of Management, Ahmedabad, Gujarat, India.
Prior to joining our Company, he was associated with ICI India Limited, FMC India Private Limited, Monsanto
Technologies India Limited (formerly Cargill Seeds India Private Limited), Embassy Property Developments
Private Limited and Mac Charles India Limited. He has over 45 years of experience in the seeds and crop
protection industry.
Chetan Rameshchandra Desai is an Independent Director of our Company. He has been associated with us since
February 16, 2018. He is a fellow member of the Institute of Chartered Accountants of India. Prior to joining our
Company, he was associated with Haribhakti and Co., LLP, Chartered Accountants where he was serving as the
managing partner at the time of retirement and also used to head the audit and assurance practice of the firm. He
has over 38 years of experience in the field of finance.
Relationship between our Directors, Key Managerial Personnel and Senior Management
Except as set forth below, none of our Directors are related to each other or to any of the Key Managerial Personnel
or Senior Management:
Name of the Director/Key Managerial Personnel/Senior Relative Nature of Relationship
Management
Nand Kishore Aggarwal Ankur Aggarwal Son
Chairman Emeritus
Ankur Aggarwal Nand Kishore Father
Chairman and Managing Director Aggarwal
392Arrangement or understanding with major shareholders, customers, suppliers or others for appointment
of directors
There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to
which any of our current Directors have been appointed. Further, our Individual Promoters, Nand Kishore
Aggarwal and Ankur Aggarwal (who is also our Chairman and Managing Director) have the right to nominate
four directors to our Board and IFC and IFC Emerging, each have the right to nominate one director to our Board,
respectively, pursuant to the Shareholders’ Agreement. For further details, see “History and Certain Other
Corporate Matters- Details of the shareholders agreement and other material agreements” on page 370.
Terms of appointment of our Directors
Chairman and Managing Director
Ankur Aggarwal
Ankur Aggarwal is the Chairman and Managing Director of our Company. He was appointed as the Chairman
and Managing Director of our Company pursuant to a resolution passed by our Board of Directors November 14,
2025. Pursuant to a resolution passed by our Board on November 14, 2025 and by our Shareholders on December
17, 2025, the remuneration payable to Ankur Aggarwal is as set out below.
Particulars Amount
Basic Salary ₹ 28.75 million per annum
House Rent Allowance 50% of the basic salary
Special and Other Allowances Upto ₹ 4.50 million per annum
Annual Variable Pay Performance linked variable pay of ₹ 17.25 million shall be paid at 100% of
performance achievement. Payout of the performance pay would be determined based
on performance parameters laid out in the Company’s variable pay plan.
Perquisites Company car: He will be provided suitable company car and the payment of car
expenses on actuals as per rules of the Company.
Telephone: Telephone at residence and mobile phone shall be provided.
Retrials Provident fund, National Pension Scheme, gratuity, etc. as per the rules of the
Company
Other Benefits and Amenities a. Leave travel allowance as per the rules of our Company.
b. Other amenities and benefits like medical reimbursement, leave encashment etc.
as per the rules of the Company.
c. Personal accident insurance, group term insurance and mediclaim insurance as
per the rules of the Company.
d. Club membership fees upto maximum four clubs.
e. Any other benefits, allowances and perquisites as per the policies of the
Company, from time to time.
f. Any reimbursements of business-related expenses on actual basis incurred within
a limit of ₹ 12.00 million in a financial year.
Others a. The above remuneration payable to Ankur Aggarwal shall be within the limits
prescribed under Section 197 read with Schedule V and other applicable
provisions, if any, of the Companies Act.
b. The appointment may be terminated by either party by giving prior written notice
of three months to the other party of such termination or by paying basic salary
in lieu of notice period.
Executive Director
Anil Jain
Anil Jain is the Executive Director – Strategy and Operations of our Company. He was re-appointed as the
Executive Director of our Company pursuant to a resolution passed by our Board of Directors dated February 15,
2023 and by our Shareholders dated March 24, 2023 for a period effective from February 16, 2023 to February
15, 2028. Pursuant to the resolution passed by our Board of Directors dated May 22, 2025 and our Shareholders
on June 16, 2025, the remuneration payable to Anil Jain is as set out below.
Particulars Amount
Basic Salary ₹ 4 to 8 million per annum
393Particulars Amount
Special and Other Allowances ₹ 6 to 10 million per annum
Annual Variable Pay Performance linked variable pay of ₹4.8 million per annum shall be paid at 100% of
performance achievement. Payout of the performance pay would be determined based
on performance parameters laid out in our Company’s variable pay plan.
Perquisites Company car: He will be provided suitable Company car and the payment of car
expenses on actuals as per rules of our Company.
Telephone: Telephone at residence and mobile phone shall be provided.
House accommodation
Retrials Provident fund, National Pension Scheme, gratuity, etc. as per the rules of the
Company.
Other Benefits and Amenities a. Leave travel allowance as per the rules of our Company.
b. Other amenities and benefits like medical reimbursement, leave encashment etc.
as per the rules of our Company.
c. Personal accident insurance, group term insurance and mediclaim insurance as
per the rules of our Company.
d. Club membership fees upto maximum two clubs.
e. Any other benefits, allowances and perquisites as per the policies of our
Company, from time to time.
Others c. The above remuneration payable to Anil Jain shall be within the limits prescribed
under Section 197 read with the Schedule V and other applicable provisions, if
any, of the Companies Act, 2013.
d. The appointment may be terminated by either party by giving prior written notice
of three months to the other party of such termination or by paying basic salary
in lieu of notice period.
Whole-time Director
Kavishwar Vitthalrao Kalambe
Kavishwar Vitthalrao Kalambe is the Whole-time Director– Technical Manufacturing of our Company. He was
appointed as the Whole-time Director– Technical Manufacturing of our Company pursuant to a resolution passed
by our Board of Directors dated December 12, 2025 and by our shareholders on December 17, 2025 for a period
effective from December 12, 2025 to December 11, 2030. Pursuant to the resolution passed by our Board of
Directors dated December 12, 2025 and our Shareholders on December 17, 2025, the remuneration payable to
Kavishwar Vitthalrao Kalambe is as set out below:
Particulars Amount
Basic Salary ₹ 5.4 to 6 million per annum
House Rent Allowance 50% of the Basic salary
Special and Other Allowances Upto ₹ 2.1 million per annum
Annual Variable Pay Performance linked variable pay of ₹ 1.35 million per annum shall be paid at 100%
of performance achievement. Payout of the performance pay would be determined
based on performance parameters laid out in our Company’s variable pay plan.
Perquisites Company car: He will be provided suitable company car and payment of car
expenses on actuals as per rules of our Company.
Telephone: Reimbursement of mobile expenses, used for official purposes.
Retrials Provident fund, National Pension Scheme, gratuity, etc. as per the rules of our
Company.
Other Benefits and Amenities a. Leave travel allowance as per the rules of our Company.
b. Other amenities and benefits like medical reimbursement, leave encashment etc.
as per the rules of our Company.
c. Personal accident insurance, group term insurance and mediclaim insurance as
per the rules of our Company.
d. Club membership fee upto maximum one club.
e. Any other benefits, allowances and perquisites as per the policies of our
Company, from time to time
Others a. The above remuneration payable to Kavishwar Vitthalrao Kalambe shall be
within the limits prescribed under Section 197 read with Schedule V and other
applicable provisions, if any, of the Companies Act, 2013.
b. The appointment may be terminated by either party by giving prior written notice
of three months to the other party of such termination or by paying basic salary
in lieu of notice period.
394Terms of appointment of our Independent Directors
Pursuant to a resolution passed by our Board on August 13, 2025, each of our Independent Directors is entitled to
receive a sitting fee of ₹80,000 for attending each meeting of our Board, ₹50,000 for attending each meeting of
our Audit Committee and ₹ 30,000 for attending each meeting of other committees of our Board.
Terms of appointment of our Chairman Emeritus
Pursuant to a resolution passed by our Board on November 14, 2025, Nand Kishore Aggarwal, our Chairman
Emeritus*, is entitled to receive ₹ 43.08 million per annum.
* Our Chairman Emeritus, Nand Kishore Aggarwal, was an executive director on our Board in Fiscal 2025 and resigned from the Board with
effect from November14, 2025.
Payment or benefit to Directors of our Company
Details of compensation or sitting fees or commission or remuneration paid to our Directors in Fiscal 2025 are set
forth below:
Executive Directors
Name of Director Amount paid (₹ in million)
Ankur Aggarwal 59.51
Anil Jain 18.02
Kavishwar Vitthalrao Kalambe N.A.*
*He was appointed in Financial Year 2026 and accordingly was not paid remuneration, as a director of our Company in Financial Year 2025.
Independent Directors
Our Independent Directors were paid the following compensation, including commission in Fiscal 2025:
Name of the Independent Director Compensation paid (in ₹ million)
Chetan Rameshchandra Desai 1.68
Sangeeta Kapiljit Singh 1.89
Sartaj Sewa Singh 1.92
Chairman Emeritus
Our Chairman Emeritus was paid ₹ 56.83 million as compensation, including commission in Fiscal 2025.
*Our Chairman Emeritus, Nand Kishore Aggarwal, was an executive director on our Board in Fiscal 2025 and resigned from the Board with
effect from November14, 2025.
Remuneration paid or payable to our Directors by our Subsidiaries or Associate Company
None of our Directors or the Chairman Emeritus has received or were entitled to receive any remuneration, sitting
fees or commission from any of our Subsidiaries or Associate Company, including any contingent or deferred
compensation accrued for Fiscal 2025.
Bonus or profit-sharing plan for our Directors
None of our Directors or the Chairman Emeritus are party to any bonus or profit-sharing plan of our Company.
Shareholding of our Directors in our Company
Except as disclosed in “Capital Structure – Notes to capital structure – Shareholding of our Directors, Key
Managerial Personnel and Senior Management in our Company” on page 138, none of our Directors hold any
Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.
395As per our Articles of Association, our Directors or the Chairman Emeritus are not required to hold any
qualification shares
Contingent and deferred compensation payable to our Directors
There is no contingent or deferred compensation payable to our Directors or the Chairman Emeritus, which does
not form part of their remuneration.
Service contracts with Directors
None of our Directors or the Chairman Emeritus have entered into a service contract with our Company pursuant
to which they are entitled to any benefits upon termination of employment.
Interest of Directors
All our Directors or the Chairman Emeritus may be deemed to be interested to the extent of fees, if any, payable
to them as Directors, for attending meetings of the Board or a committee thereof, as well as to the extent of other
remuneration, commission and reimbursement of expenses, if any, payable to them. See “– Terms of Appointment
of our Directors” on page 393.
Certain of our Directors and the Chairman Emeritus may be interested to the extent of Equity Shares, if any
(together with dividends and other distributions in respect of such Equity Shares), held by them or that may be
held or subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoter,
directors, partners, proprietors, members or trustees, including pursuant to the Offer or held by their relatives.
Certain of our Directors may also be deemed to be interested to the extent of stock options granted pursuant to the
ESOP Schemes, as applicable. For further details, see “Capital Structure – Notes to capital structure–
Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company” on page
138.
Our Directors and the Chairman Emeritus may also be deemed to be interested to the extent of any directorships
or shares held by them in our Subsidiaries.
Certain of our Directors and the Chairman Emeritus may be deemed to be interested in the
agreements/arrangements entered into or to be entered into by our Company with any company which is promoted
by them or in which they are a member or in which they hold directorships or any partnership firm in which they
are a partner. For further details, see “Offer Document Summary – Summary of related party transactions” on
page 27.
Interest in promotion or formation of our Company
Except for Nand Kishore Aggarwal and Ankur Aggarwal, who are Individual Promoters of our Company, none
of our Directors have an interest in the promotion of our Company, as on the date of this Draft Red Herring
Prospectus.
Interest in land and property
Except as disclosed in “Our Promoters and Promoter Group – Interests of our Promoters” and “Other Financial
Information – Related Party Transactions” on pages 414 and 529, respectively, our Directors and Chairman
Emeritus have no interest in any property acquired of or by our Company during the three years preceding the
date of this Draft Red Herring Prospectus, or proposed to be acquired of or by our Company as on the date of this
Draft Red Herring Prospectus, or in any transaction entered into by our Company for acquisition of land,
construction of building or supply of machinery etc.
Business interest
Except as disclosed in “Our Promoters and Promoter Group – Interests of our Promoters” and “Other Financial
Information – Related Party Transactions” on pages 414 and 529, respectively, and otherwise disclosed in this
section, our Directors and the Chairman Emeritus do not have any other business interest in our Company.
396Loans to Directors
As on the date of this Draft Red Herring Prospectus, no outstanding loans have been availed of by our Directors
or the Chairman Emeritus from our Company.
Confirmations
None of our Directors or Chairman Emeritus are, or for the five years prior to the date of this Draft Red Herring
Prospectus, have been on the board of directors of any listed company whose shares have been/were suspended
from being traded on any stock exchange during the term of their directorship in such company.
None of our Directors or Chairman Emeritus have been or are directors on the board of any listed company which
is or has been delisted from any Stock Exchange during the term of their directorship in such companies.
No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors or the
Chairman Emeritus, or to the firms or companies in which they are interested as a member by any person either
to induce such director to become, or to help such director to qualify as a Director, or the Chairman Emeritus 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.
Except as disclosed in “Our Promoters and Promoter Group – Interests of our Promoters” and “Other Financial
Information – Related Party Transactions” on pages 414 and 529, respectively, there are no conflicts of interest
between the lessors of the Company’s immovable properties, (crucial for operations of the Company), the
Directors and the Chairman Emeritus.
There are no conflicts of interest between the suppliers of raw materials and third-party service providers, who
are crucial for the operations of our Company, our Directors and the Chaieman Emeritus.
Changes to our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Draft Red Herring
Prospectus are set forth below.
Name of Director Date of Change Reasons
Kavishwar Vitthalrao Kalambe December 12, 2025 Appointment as Whole-time Director– Technical
Manufacturing@
Mohit Kumar Goel November 14, 2025* Resigned as Whole-time Director
Ankur Aggarwal November 14, 2025** Appointment as Chairman and Managing Director
Nand Kishore Aggarwal November 14, 2025 Resigned as executive chairman and whole-time
director and appointment as Chairman Emeritus
Adam David Sack September 26, 2025 Resigned as Nominee Director
Kalim Mohammad Shah September 26, 2025 Resigned as Nominee Director
Kalim Mohammed Shah May 22, 2025 Appointment as Nominee Director
Nand Kishore Aggarwal February 15, 2023 Reappointment as Executive Director
Chetan Rameshchandra Desai February 15, 2023 Reappointment as Independent Director
Sangeeta Kapiljit Singh February 15, 2023 Reappointment as Independent Director
Sartaj Sewa Singh February 15, 2023 Reappointment as Independent Director
Anil Jain February 15, 2023 Reappointment as Executive Director
Mohit Kumar Goel February 15, 2023 Reappointment as Executive Director
*While our Board has taken note of this change pursuant to their meeting held on November 14, 2025, the change will be effective from close
of business hours on November 30, 2025.
**While our Board has taken note of this change pursuant to their meeting held on November 14, 2025, the change will be effective from
November 15, 2025.
@Appointed as Additional Director by our Board pursuant to a resolution dated December 1, 2025 with effect from November 30, 2025.
397Borrowing powers
In accordance with the our Articles of Association, and pursuant to resolutions passed by our Board on June 29,
2021, and our Shareholders on July 8, 2021, our Board is authorised to borrow, from time to time, any sum or
sums of money (including fund based and non-fund based banking facilities) as may be required for the purpose
of the business of our Company from one or more banks, financial institutions and other persons, firms, bodies
corporates, whether in India or abroad, notwithstanding that the monies so borrowed together with the monies
already borrowed (apart from temporary loans obtained from the bankers to our Company in its ordinary course
of business) may at any time exceed the aggregate of the paid-up capital of our Company and its free reserves,
i.e., reserves not set apart for any specific purpose, and securities premium provided that the total amount that
may be borrowed by the Board and outstanding at any point of time, shall not exceed ₹14,000.00 million.
Corporate governance
As on the date of this Draft Red Herring Prospectus, we have six Directors on our Board, comprising one Chairman
and Managing Director, two Executive Directors and three Independent Directors, including one woman
Independent Director. Our Company is in compliance with the corporate governance norms prescribed under the
SEBI Listing Regulations and the Companies Act in relation to the composition of our Board and constitution of
committees thereof.
Committees of the Board of Directors
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Risk Management Committee; and
(e) Corporate Social Responsibility Committee.
Audit Committee
The Audit Committee was last re-constituted pursuant to a resolution passed by our Board at its meeting held on
November 14, 2025. The Audit Committee is in compliance with Section 177 and other applicable provisions of
the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently
comprises:
S. No. Name of Director Committee Designation
1. Chetan Rameshchandra Desai Chairman
2. Sartaj Sewa Singh Member
3. Sangeeta Kapiljit Singh Member
4. Ankur Aggarwal Member
Terms of reference
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s)
from time to time, the following:
A. Powers of Audit Committee
The Audit Committee shall have powers, including the following:
(1) to investigate any activity within its terms of reference;
(2) to seek information from any employee;
(3) to obtain outside legal or other professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
(5) such other powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.
398Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of Company’s financial reporting process and the disclosure of financial information to ensure that
the financial statement is correct, sufficient and credible;
(2) reviewing, with the management, the quarterly, half-yearly and 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 (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report.
(3) reviewing with the management, the quarterly financial statements before submission to the Board for
approval;
(4) reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement,
and making appropriate recommendations to the Board to take up steps in this matter;
(5) recommendation for appointment, re-appointment, replacement, remuneration and other terms of
appointment of statutory auditors of the Company and the fixation of the audit fee;
(6) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(7) reviewing and monitoring with the management, independence and performance of statutory and internal
auditors, and adequacy of the internal control systems and effectiveness of audit process;
(8) evaluation of internal financial controls and risk management systems;
(9) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
(10) discussion with internal auditors of any significant findings and follow-up thereon;
(11) reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
(12) 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;
(13) approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the conditions
as may be prescribed, by the independent directors who are members of the Audit Committee;
a. Recommend criteria for omnibus approval or any changes to the criteria for approval of the Board;
b. Make omnibus approval for related party transactions proposed to be entered into by the Company for
every financial year as per the criteria approved;
c. Review of transactions pursuant to omnibus approval;
d. Make recommendation to the Board, where Audit Committee does not approve transactions other than
the transactions falling under Section 188 of the Companies Act, 2013.
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, 2013.
(14) Reviewing of related party transactions entered into by the Company pursuant to omnibus approval(s), on
quarterly basis;
(15) scrutiny of inter-corporate loans and investments;
(16) valuation of undertakings or assets of the Company, wherever it is necessary;
399(17) to look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
(18) review the financial statements, in particular, the investments made by any unlisted subsidiary;
(19) review its Terms of Reference on an annual basis and recommend any changes to the Board;
(20) In terms of the Insider Trading Code adopted by the Company, the Committee shall consider the following
matters:
a. To approve policies/framework in relation to the implementation to the Insider Trading Code and to
supervise implementation of the Insider Trading Code.
b. To note and take in record the status reports detailing the dealings by Designated Persons in Securities
of the Company, as submitted by the Compliance Officer on a quarterly basis.
c. To provide directors on any penal action to be initiated, in case of any violation of the Prohibition of
Insider Trading Regulations by any person.
(21) reviewing the functioning of the whistle blower mechanism;
(22) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report
genuine concerns in appropriate and exceptional cases;
(23) approval of 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;
(24) reviewing the utilization of loans and/or advances from/investment by the Company in its subsidiary(/ies)
exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary(/ies), whichever is lower including
existing loans/ advances/ investments;
(25) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;
(26) approving the key performance indicators (“KPIs”) for disclosure in the offer documents, and approval of
KPIs once every year, or as may be required under applicable law; and
(27) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the
Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Management letters or letters on internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal, and terms of remuneration of the chief internal auditor; and
• Statement of deviations in terms of the SEBI Listing Regulations, including:
a. Quarterly statement of deviation(s), including the report of the monitoring agency, if applicable,
submitted to the stock exchange(s) where the Equity Shares are proposed to be listed, in terms
of the SEBI Listing Regulations; and
b. Annual statement of funds utilized for purposes other than those stated in the offer document,
prospectus, or notice, in terms of the SEBI Listing Regulations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was last re-constituted pursuant to a resolution passed by our
Board at its meeting held on December 12, 2025. The composition and terms of reference of the Nomination and
Remuneration Committee are in compliance with Section 178 and other applicable provisions of the Companies
Act 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee
currently comprises:
S. No. Name of Director Committee Designation
1. Sangeeta Kapiljit Singh Chairperson
2. Chetan Rameshchandra Desai Member
3. Sartaj Sewa Singh Member
400Terms of reference
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
• 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 (“Remuneration Policy”);
• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of 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.
• Formulation of criteria for evaluation of performance of independent directors and the Board to carry out
evaluation of every director’s performance;
• Devising a policy on Board diversity;
• 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 their appointment and removal and
carrying out evaluation of every director’s performance (including independent director);
• Analysing, monitoring and reviewing various human resource and compensation matters;
• Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;
• 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;
• Identifying persons who may be appointed as Senior Management in accordance with the criteria laid down
and recommend to the Board, their appointment/removal
• recommend to the Board, all remuneration, in whatever form, payable to senior management
• recommend remuneration payable to Managing Directors and Whole-time Directors;
• recommend the sitting fee payable, if any, to Non-Executive Directors;
• review and recommend nature of services rendered by any director in other capacity and requisite
qualification thereof;
• determine 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;
• Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time.
• 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 the Company successfully;
401b. 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 the Company and its goals.
• Perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, including the following:
a. administering any existing and proposed employee stock option schemes formulated by the Company
from time to time (the “Plan”);
b. determining the eligibility of employees to participate under the Plan;
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. determining the exercise price under the Plan; and
f. construing and interpreting the Plan and any agreements defining the rights and obligations of the
Company and eligible employees under the Plan, and prescribing, amending and/or rescinding rules
and regulations relating to the administration of the Plan.
• 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 Securities Market) Regulations, 2003, by the trust, the Company and its employees, as
applicable.
• Carrying out any other activities as may be delegated by the Board of Directors of the Company, functions
required to be carried out by the Nomination and Remuneration Committee as provided under the Companies
Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to
time.
• Review its terms of reference on an annual basis and recommend any changes to the Board;
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted pursuant to a resolution passed by our Board at its
meeting held on November 14, 2025. The composition and terms of reference of Stakeholders’ Relationship
Committee are in compliance with Section 178 and any other applicable law of the Companies Act 2013 and
Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently comprises:
S. No. Name of Director Committee Designation
1. Sartaj Sewa Singh Chairman
2. Ankur Aggarwal Member
3. Anil Jain Member
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required
under applicable law, the following:
• considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders;
• resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
• giving effect to allotment of equity shares, approval of transfer or transmission of equity shares, debentures
or any other securities;
402• issue of duplicate certificates and new certificates on split/consolidation/renewal, etc;
• review of measures taken for effective exercise of voting rights by shareholders;
• review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the registrar and share transfer agent;
• review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company; and
• carrying out any other functions required/mandated and/or delegated by the board to be carried out by the
Stakeholders’ Relationship Committee as contained in the Companies Act, 2013 or the SEBI Listing
Regulations, uniform listing agreements or any other applicable law, as and when amended from time to
time, and performing such other functions as may be necessary or appropriate for the performance of its
duties.
Risk Management Committee
The Risk Management Committee was constituted by a resolution of our Board on December 12, 2025. The scope
and functions of the Risk Management Committee are in compliance with the Regulation 21 of the SEBI Listing
Regulations. The Risk Management Committee currently comprises:
S. No. Name of Director Committee Designation
1. Sartaj Sewa Singh Chairman
2. Anil Jain Member
3. Ankur Aggarwal Member
Terms of reference
The role and responsibilities of the Risk Management Committee include the following:
• Review, assess and formulate the risk management system and policy of the Company from time to time and
recommend for an amendment or modification thereof, which shall include:
a. a framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, environment, social and
governance related risks), information, cyber security risks or any other risk as may be determined by
the Risk Management Committee;
b. measures for risk mitigation including systems and processes for internal control of identified risks;
and
c. business continuity plan;
• Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
• Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of
risk management systems;
• Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or modification
thereof, as necessary;
• Keep the Board of the Company informed about the nature and content of its discussions, recommendations
and actions to be taken;
• Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);
• To implement and monitor policies and/or processes for ensuring cyber security;
403• To coordinate its activities with other committees, in instances where there is any overlap with activities of
such committees, as per the framework laid down by the Board;
• Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, uniform listing agreements and performing such other functions as may be necessary or
appropriate for the performance of its duties;
• Monitoring and reviewing of the risk management plan; and
• 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.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was last re-constituted pursuant to a resolution passed by our
Board at its meeting held on November 14, 2025. The composition and terms of reference of the Corporate Social
Responsibility Committee are in compliance with Section 135 of the Companies Act, 2013. The Corporate Social
Responsibility Committee currently comprises:
S. No. Name of Director Committee Designation
1. Ankur Aggarwal Chairman
2. Sangeeta Kapiljit Singh Member
3. Chetan Rameshchandra Desai Member
Terms of reference
The role and responsibilities of the Corporate Social Responsibility Committee include the following:
• formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013,
and the rules made thereunder, each as amended, monitor the implementation of the same from time to
time, and make any revisions therein as and when decided by the Board;
• Ensuring that the Corporate Social Responsibility Policy shall include/indicate the activities to be
undertaken by the companies as specified in Schedule VII of the Companies Act, 2013 and the rules
made there under, from time to time excluding the activities undertaken in pursuance of its normal course
of business;
• review and recommend the amount of expenditure to be incurred on the activities referred to in clause
(a);
• monitor the Corporate Social Responsibility Policy of the Company from time to time;
• identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;
• recommending the amount of Corporate Social Responsibility Policy expenditure for the corporate social
responsibilities activities and the distribution of the same to various corporate social responsibility
programmes undertaken by the Company;
• identifying and appointing the corporate social responsibility team of the Company including corporate
social responsibility manager, wherever required;
• delegating responsibilities to the corporate social responsibility team and supervise proper execution of
all delegated responsibilities;
• assisting to our Board to ensure that our Company spends towards the corporate social responsibility
activities in every fiscal, such percentage of average net profit/amount as may be prescribed in the
Companies Act, 2013 and/or rules made thereunder;
404• reviewing and monitoring the implementation of corporate social responsibility programmes and issuing
necessary directions as required for proper implementation and timely completion of corporate social
responsibility programmes;
• providing explanation to the Board if our Company fails to spend the prescribed amount within the
financial year;
• providing updates to the Board at regular intervals of six months on the corporate social responsibility
activities;
• reviewing and recommending the corporate social responsibility plan for the ensuing fiscal to our Board;
• Approval of any project that may come during the year and which is not covered in the corporate social
responsibility plan up to such amount as may be prescribed by our Board from time to time;
• the Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual
action plan in pursuance of its corporate social responsibility policy, which shall include the following:
a. the list of corporate social responsibility projects or programmes that are approved to be undertaken
in areas or subjects specified in Schedule VII of the Companies Act, 2013;
b. the manner of execution of such projects or programmes as specified in the rules notified under the
Companies Act, 2013;
c. the modalities of utilisation 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
recommendation of its CSR Committee, based on the reasonable justification to that effect; and
• any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board from time to time and/or as may be required under
applicable law, as and when amended from time to time.
405Management Organisation Structure
406Key Managerial Personnel and Senior Management
Key Managerial Personnel
In addition to Ankur Aggarwal, Chairman and Managing Director, Anil Jain, Executive Director – Strategy and
Operations and Kavishwar Vitthalrao Kalambe, Whole-time Director – Technical Manufacturing whose details
are provided in ‘- Brief Profile of Directors’ above, the details of our Key Managerial Personnel as on the date of
this Draft Red Herring Prospectus are set forth below.
Nitin Agarwal is the Chief Financial Officer of our Company. He has been associated with our Company since
January 7, 2013 and has been designated as Chief Financial Officer on August 8, 2022. He is responsible for
strategic financial planning, governance and treasury management to support business growth of our Company.
He has passed the examination of bachelor’s degree of commerce from Chhatrapati Shahu Ji Maharaj University,
Kanpur, Uttar Pradesh, India. He is an associate member of the Institute of Chartered Accountant of India. He was
recognised as Finance Elite by Dun & Bradstreet. He was previously associated with HT Media Limited, Bharti
Tele-Ventures Limited, TATA Teleservices Limited, Amar Ujala Publications Limited, Turner International India
Private Limited and Saffire Crop Science Private Limited (a subsidiary of our Company). He has over 20 years of
experience in finance. In Fiscal 2025, he received an aggregate compensation of ₹ 11.87 million from our
Company.
Vikram Singh is the Company Secretary and Compliance Officer of our Company. He has been associated with
our Company since April 22, 2019 and has been designated as Company Secretary on February 19, 2021 and as
Compliance Officer on November 14, 2025. He is responsible for the secretarial and regulatory compliance
functions of our Company. He holds a bachelor’s degree of commerce from the University of Delhi, Delhi, India
and a bachelor’s degree in law from Bharat Law College, University of Rajasthan, Jaipur, Rajasthan. He also
holds a certificate of membership as a fellow from the Institute of Company Secretaries of India. He has completed
the certificate course on commercial contract management conducted by the Institute of Company Secretaries of
India and the online course on the foundations of project management offered by Google through Coursera. He
was previously associated with IGT Solutions Private Limited, B. Mathur & Co., Sinosteel India Private Limited,
Philips India Limited and SPA Capital Advisors Limited. He has over 12 years of experience in the corporate
secretarial and legal sector. In Fiscal 2025, he received an aggregate compensation of ₹ 2.35 million from our
Company.
Senior Management
In addition to our Chief Financial Officer, Nitin Agarwal, and our Company Secretary and Compliance Officer,
Vikram Singh, who are also our Key Managerial Personnel and whose details have been disclosed in “- Key
Managerial Personnel and Senior Management – Key Managerial Personnel” above, the details of our Senior
Management as on the date of this Draft Red Herring Prospectus are set forth below:
Abhishek Kumar Khandelwal is the Vice President – Procurement and Planning of our Company. He has been
associated with our Company since October 9, 2013. He holds a provisional certificate for the bachelor’s degree
in commerce from University of Calcutta, Kolkata, West Bengal and a post graduate diploma in management
from Jaipuria Institute of Management, Noida, Uttar Pradesh, India. He is responsible for overseeing the end-to-
end procurement and planning functions, ensuring cost-effective sourcing, optimal inventory levels, and
alignment with production and sales forecasts. He was previously associated with B G Jeffreys Consulting Private
Limited and Jubilant Life Sciences Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 9.11
million from our Company.
Amit Shukla is the Vice President – Information Technology of our Company. He has been associated with our
Company since August 17, 2023. He holds a bachelor’s degree of commerce from Kanpur University, Kanpur,
Uttar Pradesh, India. He also holds a post graduate programme management of business finance from the Indian
Institute of Finance, Delhi, India. He also holds a project management professional certificate from Project
Management Institute and has completed the course on data entry operating from Bright Computers &
Communication (Centre for Computer Application & Management). He is responsible for leading the Company’s
digital strategy, IT infrastructure, cybersecurity, and enterprise systems to support business growth and operational
efficiency. He was previously associated with J.K. Industries Limited, U.P. State Spinning Company Limited,
Videocon Industries Limited, IBM India Private Limited, Trident Limited, Tata Technologies Limited, Finolex
Industries Limited, RSPL Limited, Kirloskar Brother Limited, and Mankind Pharma Limited. In Fiscal 2025, he
received an aggregate compensation of ₹ 10.14 million from our Company.
407Anil Nirwal is the Chief Business Officer– Institutional Business of our Company, and Chief Executive Officer
of Saffire Crop Science Private Limited, our Material Subsidiary. He has been associated with Jai Shree Agro
since June 9, 1990 which was subsequently merged with our Company, and was designated as Chief Business
Officer– Institutional Business of our Company, and Chief Executive Officer of Saffire Crop Science Private
Limited on November 1, 2021. He has passed the examination for bachelor’s degree of science from Meerut
University, Meerat, Uttar Pradesh, India. He is responsible for developing and executing institutional sales
strategy, building and nurturing high value partnerships, leading tendering, bidding, contract negotiation and
leading the strategic and operations performance of Saffire. He was previously associated with Jaishree Agro
Industries Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 18.22 million (including a variable
pay of ₹ 6.85 million) from our Company.
Devendra Kumar Joshi is the General Counsel – Legal of our Company. He has been associated with our
Company since February 6, 2020. He holds a bachelor’s degree of science and bachelor’s degree of law from
Hemwati Nandan Bahuguna Garhwal University, Srinagar (Garhwal), India. He is responsible for overseeing all
legal, regulatory, and compliance matters across domestic and international operations. He was previously
associated with Welcure Drugs & Pharmaceuticals Limited and Akums Drugs & Pharmaceuticals Limited, and
ZTE Telecom India Private Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 6.95 million
from our Company.
Harish Sadasivan Kollengode is the Chief Human Resource Officer of our Company. He has been associated
with our Company since November 25, 2025. He has passed the examination of bachelor’s in science and a
master’s degree in labour studies from University of Bombay, Mumbai, Maharashtra, India along with a diploma
in training and development from Indian Society for Training & Development and has also completed the
leadership with AI course from Indian School of Business. He is also a member of the International Coaching
Federation as a professional coach. He is responsible for developing and executing plans for talent, organization
design, and capability building tailored to our Company’s agribusiness and growth objectives. He was previously
associated with Special Steels Limited, Cipla Limited, Cadbury India Limited and Bayer CropScience Limited.
He was appointed in Financial Year 2026 and accordingly was not paid any remuneration in Financial Year 2025.
Kewala Nand Mishra is the Vice President – Formulation of our Company. He has been associated with our
Company since March 12, 2025. He holds a diploma in chemical engineering (petroleum and petro chemical)
from the Government Polytechnic Kashipur, Nainital, Uttarakhand, India. He has also passed section A and B of
the Institution Examinations in the chemical engineering branch from the Institution of Engineers (India). Further,
he holds a certificate of fellow from the Institution of Engineers (India). He also holds a post graduate diploma in
business administration (finance management) from the Symbiosis Centre for Distance Learning, Pune,
Maharashtra, India. He has also completed ‘Lean Six Sigma Green Belt’ organized by the Concept Business
Excellence Private Limited. He has been awarded the ‘Lean Six Sigma Black Belt’ and ‘Business Excellence
Master Black Belt’ from the Exemplar Global – SSB – Six Sigma Black Belt Body of Knowledge. He is
responsible for leading the Company’s formulation strategy and execution across crop protection, nutrition, and
specially agrochemical products. He was previously associated with Siel Foods & Fertilisers Industries, SRF
Limited, Tata Chemicals Limited, Institute of Pesticides Formulation Technology, Sumil Chemical Industries
Private Limited, Hindustan Insecticides Limited, Sulphur Mills Limited, Parijat Industries (India) Private Limited,
and Indogulf Cropsciences Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 0.27 million from
our Company.
Mohit Kumar Goel is the Vice President - Corporate Licensing of our Company. He has been associated with
our Company since June 1, 2009. He holds a bachelor’s degree of commerce from Rohilkhand University,
Bareilly, Uttar Pradesh, India and a master’s degree of commerce from Mahatma Jyotiba Phule Rohilkhand
University, Bareilly, Uttar Pradesh, India. He is responsible for overseeing all regulatory licensing, statutory
approvals, and site-level compliance across the Company’s manufacturing and operational facilities. He has also
completed the red belt 12 weeks leadership, engagement and culture program with Engage & Grow Private
Limited, the warehouse safety awareness program from CII Institute of Logistics in association with Godrej,
Jammu, India, and two days internal auditor training program on quality management system from URS Products
& Testing Private Limited, Jammu, India. Prior to joining our Company, he was associated with ICICI Prudential
Life Insurance Company Limited and Modern Papers. In Fiscal 2025, he received an aggregate compensation of
₹ 5.56 million from our Company.
Narinder Kumar Arora is a Business Advisor to our Company. He has been associated with our Company since
March 12, 2015. He holds a master’s degree of science (agriculture) in agronomy from Haryana Agricultural
University, Hissar, Haryana, India. He is responsible for leading the Company’s strategic initiatives to expand its
footprint across institutional and enterprise clients and identify new business opportunities. He was previously
408associated with Bayer CropScience Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 4.25
million from our Company.
Sarjiwan Singh Manhas is the Chief Sustainability Officer and Head of Greenag. He has been associated with
our Company since February 4, 2019 and was designated as the Chief Sustainability Officer and Head of Greenag
on April 1, 2023. He holds a bachelor’s degree of science from Panjab University, Chandigarh, India and a
bachelor’s degree of education from Guru Nanak Dev University, Amritsar, Punjab, India. He also holds a
master’s degree of business administration from Punjab Agricultural University, Ludhiana, Punjab, India. He is
responsible for leading the Company’s sustainability strategy and overseeing the Greenag division. He was
previously associated with Bayer CropScience India Limited, and Syngenta Crop Protection Private Limited. In
Fiscal 2025, he received an aggregate compensation of ₹ 12.81 million from our Company.
Satyender Singh is the Chief Executive Officer – Seeds of our Company. He has been associated with our
Company since February 14, 2022. He holds a bachelors degree of science (honours) in agriculture and a master’s
degree of science (agriculture) in agronomy from Chaudhary Charan Singh Haryana Agricultural University,
Haryana, India. He also holds a Master of Business Administration (e-Learning Mode) from Institute of
Management Technology, Centre for Distance Learning, Ghaziabad, Uttar Pradesh, India. He also holds a master’s
degree of business administration from the Washington University in St Louis (recommended to the Indian
Institute of Technology, Bombay, Maharashtra, India. He is responsible for leading the strategic, operational and
commercial direction of the Company’s seeds division. He was previously associated with Chambal Fertilisers
and Chemicals Limited, Bayer CropScience Limited, Monsanto Enterprises Private Limited and Noveltech Feeds
Private Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 34.03 million (including a variable
pay of ₹ 13.35 million) from our Company.
Sohit Satyawali is the Chief Business Officer- Crystal Brands Business of our Company. He has been associated
with our Company since November 14, 2023. He holds a bachelor’s degree of science (forestry) and degree of
master’s degree of business administration (agribusiness) from Govind Vallabh Pant University of Agriculture &
Technology, Uttarakhand, India. He is responsible for leading the Company’s domestic sales strategy, overseeing
the field operations, sales operations, sales planning and customer engagement. He was previously associated with
Bayer Seeds Private Limited, Nunhems India Private Limited, and Pepsico India Holdings Private Limited. In
Fiscal 2025, he received an aggregate compensation of ₹ 12.92 million from our Company including perquisites.
Sumit Mukherjee is the Vice President – KRDC – Research and Development of our Company. He has been
associated with our Company since May 6, 2024. He holds a bachelor’s degree of science from University of
Calcutta, Kolkata, West Bengal, India. He also holds a master’s degree of science (chemistry) from Banaras Hindu
University, Varanasi, Uttar Pradesh, India. He also holds a doctor of philosophy from the Graduate College of
University of Nebraska. He is responsible for leading the Company’s central research and knowledge hub. He was
previously associated with Piramal Enterprises Limited, Coromandel International Limited, Excel Industries
Limited, and Jubilant Ingrevia Limited. In Fiscal 2025, he received an aggregate compensation of ₹ 8.82 million
from our Company.
Surya Prakash Pandey is the Vice President – Agri Mechanization. He has been associated with our Company
since August 4, 2025. He holds a bachelor’s degree of engineering (mechanical branch) from the Bhopal
University, Bhopal, Madhya Pradesh, India. He also holds a master’s degree of business from Barkatuallah
University, Bhopal, Madhya Pradesh, India. He also holds a doctor of philosophy (management) from Devi Ahilya
Vishwavidyalaya, Indore, Madhya Pradesh, India. He leads design and deployment of mechanized solutions
including sprayers, seeders, harvesters and precision tools along with collaboration with research and development
and engineering teams. He was previously associated with Escorts Limited. In Fiscal 2025, he received an
aggregate compensation of ₹ 4.80 million from our Company.
Sushil Kumar Misra is the Vice President – Registration & Regulatory Affairs of our Company. He has been
associated with our Company since July 12, 2002. He has passed his high school examination in 1977 from Kidwai
High School, Kidwainagar, Kanpur. He is responsible for ensuring timely market access, regulatory compliance
and alignment with evolving global standards, while enabling innovation and commercial growth. In Fiscal 2025,
he received an aggregate compensation of ₹ 7.17 million from our Company.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel or Senior Management of our Company have been appointed pursuant to
any arrangement or understanding with our major shareholders, customers, suppliers or others.
409Status of Key Managerial Personnel and Senior Management
Except for Narendra Kumar Arora and Surya Prakash Pandey, who are on retainership, each of the Key Managerial
Personnel and Senior Management is a permanent employee of our Company, as on the date of this Draft Red
Herring Prospectus.
Relationship among Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management are related to each other.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
Except for Anil Nirwal and Satyender Singh (who are entitled to a variable pay in accordance with policies of the
Company), our Company does not have any bonus (excluding individual performance linked incentive for certain
of our Senior Management, which is part of their remuneration) or a profit-sharing plan for our Key Managerial
Personnel and Senior Management as on the date of this Draft Red Herring Prospectus.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as disclosed in “Capital Structure – Notes to capital structure – Shareholding of our Directors, Key
Managerial Personnel and Senior Management in our Company” on page 138, none of our Key Managerial
Personnel or Senior Management, hold any Equity Shares in our Company as on the date of this Draft Red Herring
Prospectus.
Service contracts with Directors and Key Managerial Personnel and Senior Management
Our Company has not entered into any service contracts, pursuant to which its Key Managerial Personnel or
Senior Management are entitled to benefits upon termination of employment, except statutory benefits in
accordance with the terms of their appointment.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Except as disclosed in “Our Management – Key Managerial Personnel and Senior Management – Senior
Management” on page 407, there is no contingent or deferred compensation payable to our Key Managerial
Personnel and Senior Management, which does not form part of their remuneration.
Interest of Key Managerial Personnel and Senior Management
Other than as disclosed in “- Interest of Directors” on page 396, the Key Managerial Personnel and Senior
Management of our Company do not have any interest in our Company other than: (i) 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 business; (ii) the Equity Shares held by them or their
relatives and companies, firms and trusts, in which they are interested as director, proprietor, member, partner,
trustee and promoter and to the extent of any dividend payable and other distributions in respect of Equity Shares
held by them in our Company; and (iii) employee stock options held by them and the resultant shareholding from
such options under the ESOP Schemes.
Changes in Key Managerial Personnel or Senior Management during the last three years
Except as disclosed below and above in “-Changes to our Board during the last three years” on page 397, there
have been no changes in our Key Managerial Personnel or Senior Management during the three years immediately
preceding the date of this Draft Red Herring Prospectus.
Name of Key Managerial Personnel Date of change Reasons
or Senior Management
Mohit Kumar Goel November 30, 2025 Appointed as Corporate Licensing and
Site Occupier
Harish Sadasivan Kollengode November 25, 2025 Appointment as Chief Human
Resources Officer
Abhishek Gupta December 1, 2025 Resigned as Vice President –
International Business – Crop
Protection
Vikram Singh November 14, 2025 Appointed as the Compliance Officer
410Employee stock option
Except as disclosed in “Capital Structure – Employee stock option schemes of our Company” on page 139, our
Company does not have any employee stock option scheme.
Payment or benefit to Key Managerial Personnel and Senior Management
Except as disclosed in “Our Management – Interest of Key Managerial Personnel and Senior Management”
on page 410, no non-salary related amount or benefit has been paid or given to any of our Company’s officers
including our Directors, Key Managerial Personnel and Senior Management within the two preceding years of
this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their
employment.
411OUR PROMOTERS AND PROMOTER GROUP
Nand Kishore Aggarwal, Ankur Aggarwal, Komal Aggarwal and Ankur Aggarwal KNK Family Trust are the
Promoters of our Company. As on the date of this Draft Red Herring Prospectus, our Promoters hold 120,373,224
Equity Shares of face value of ₹10 each, comprising 81.87%^ of the pre-Offer issued, subscribed and paid-up
Equity Share capital of our Company, on a fully diluted basis. For details of the build-up of Promoters’
shareholding in our Company, see “Capital Structure – History of build-up of the Promoters’ shareholding in
our Company” on page 130.
^Calculated on the basis of total Equity Shares held and such number of Equity Shares on a fully diluted basis, including those which will
result upon conversion of 30,000,000 outstanding CCDs. For further details, see “Capital Structure – Notes to capital structure – Share
capital history of our Company – Compulsorily Convertible Debentures of our Company and terms of conversion of such Compulsorily
Convertible Debentures” on page 122.
Details of our Promoters
Individual Promoters
Nand Kishore Aggarwal
Nand Kishore Aggarwal, born on November 1, 1951, aged 74 years, is one of the
Individual Promoters and Chairman Emeritus of our Company*. He currently resides
at A-88, Phase-1, Ashok Vihar, Saraswati Vihar, North-West Delhi 110 052, Delhi,
India.
*As on the date of this Draft Red Herring Prospectus, Nand Kishore Aggarwal has been designated as the
Chairman Emeritus through a resolution passed by our Board of Directors on November 14, 2025, in
recognition of his contribution to our Company. This is an honorary, non-executive and advisory position
and he is not a member of our Board of Directors.
For the complete profile of Nand Kishore Aggarwal, along with the details of his
educational qualifications, experience in the business/employment, positions/posts
held in the past, other directorships, other ventures, special achievements, his business
and financial activities, see “Our Management - Brief profiles of our Directors” on
page 391.
The permanent account number of Nand Kishore Aggarwal is AAEPA7339N.
Ankur Aggarwal
Ankur Aggarwal, born on August 7, 1982, aged 43 years, is one of the Individual
Promoters and Chairman and Managing Director of our Company. He currently
resides at A-88, Behind Deep Central Market, Ashok Vihar Phase-1, Saraswati Vihar,
North-West Delhi 110 052, Delhi India.
For the complete profile of Ankur Aggarwal, along with the details of his educational
qualifications, experience in the business/employment, positions/posts held in the
past, other directorships, other ventures, special achievements, his business and
financial activities, see “Our Management- Brief profiles of our Directors” on page
391.
The permanent account number of Ankur Aggarwal is AETPA8287Q.
412Komal Aggarwal
Komal Aggarwal, born on November 2, 1984, aged 41 years, is one of the Individual
Promoters of our Company and wife of Ankur Aggarwal. She currently resides at A-
88, Phase-1, Ashok Vihar, Saraswati Vihar, North West Delhi, New Delhi 110 052,
Delhi, India. She passed her senior secondary school certificate examination in the
year 2002. She is a director on the board of directors of Crystal Crop Techno Solutions
Private Limited, Redson Crop Science Private Limited, KGF Projects Private Limited
and Khadi Humara Mantar Foundation and serves as a trustee on the Malvika
Aggarwal Education Trust and Advika Aggarwal Education Trust.
The permanent account number of Komal Aggarwal is AXEPS0958A.
Our Company confirms that the permanent account numbers, bank account numbers, Aadhar card numbers,
driving license numbers and passport numbers of our Individual Promoters will be submitted to the Stock
Exchanges at the time of filing of this Draft Red Herring Prospectus. As on date of this Draft Red Herring
Prospectus, Komal Aggarwal does not possess a driving license.
Promoter Trust
Ankur Aggarwal KNK Family Trust
(a) Trust Information
Ankur Aggarwal KNK Family Trust was formed pursuant to a deed of settlement dated October 29, 2025
(“Ankur Aggarwal KNK Trust Deed”). The principal office of Ankur Aggarwal KNK Family Trust is
located at A-88, Phase - 1, Ashok Vihar, New Delhi- 110 052, Delhi, India. The permanent account number
of the Ankur Aggarwal KNK Family Trust is AAMTA0879R.
(b) Board of Trustees
The trustees of Ankur Aggarwal KNK Family Trust as on the date of this Draft Red Herring Prospectus are
Nand Kishore Aggarwal and Ankur Aggarwal. Nand Kishore Aggarwal is the settlor of Ankur Aggarwal
KNK Family Trust.
(c) Beneficiaries of Trust
(i) The beneficiaries of Ankur Aggarwal KNK Family Trust are Ankur Aggarwal, Spouse of Ankur
Aggarwal i.e. Komal Aggarwal, Advika Aggarwal and Malvika Aggarwal.
(ii) The trustees may, at their discretion, add Ankur Aggarwal’s lineal descendants and/or any private
trust/s settled for the exclusive benefit of one or more beneficiaries as beneficiaries of the Ankur
Aggarwal KNK Family Trust in the future.
(iii) Upon the death of the beneficiaries mentioned in Para c(i) and (ii), Komal Aggarwal and Pooja
Bansal (sisters of Ankur Aggarwal), together with their lineal descendants, shall be added as
beneficiaries of the Ankur Aggarwal KNK Family Trust.
((i), (ii), and (iii) are collectively referred to as “Beneficiaries”).
(d) Objects of and reasons for formation of Trust
(i) to provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational
transfer of the trust fund amongst the beneficiaries who are family members and to ensure harmony
and avoid conflicts between the Beneficiaries of the Ankur Aggarwal KNK Family Trust;
(ii) to provide for the welfare of the Beneficiaries in consideration of the natural love and affection
which the settlor bears towards the Beneficiaries being the close relatives of the settlor;
(iii) to safeguard, hold and/or accumulate the trust fund solely and exclusively for and on behalf of and
for the best interest and benefit of the Beneficiaries in such proportion as the trustee(s) may
determine in their absolute and unfettered discretion;
(iv) to provide for different needs and requirements of the Beneficiaries depending upon changing
circumstances of lifestyle and their varying needs including, as applicable, but not limited to (a)
413maintenance; (b) education; (c) marriage expenses; (d) medical expenses; (e) residence; and (f)
other expenses and contingencies of the Beneficiaries which the trustee(s) may in its absolute
discretion deem fit;
(v) to provide for consolidation and preservation of all assets of the Ankur Aggarwal KNK Family
Trust; and
(vi) to ensure that the Ankur Aggarwal KNK Family Trust fund is properly managed and administered
in accordance with the Ankur Aggarwal KNK Trust Deed and to undertake other activities of any
nature, whatsoever in accordance with powers available to trustees under the Ankur Aggarwal
KNK Trust Deed and applicable law.
Our Company confirms that the permanent account numbers and bank account numbers of Ankur Aggarwal KNK
Family Trust will be submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.
Other ventures of our Promoters
Other than as disclosed in the sections “Our Management – Brief profiles of our directors” and “- Entities
forming part of the Promoter Group (excluding Subsidiaries)” on pages 391 and 417, respectively, our
Promoters are not involved in any other ventures.
Change in the control of our Company
There has been no change in the control of our Company in the last five years preceding the date of this Draft Red
Herring Prospectus.
Pursuant to a resolution passed by the Board of Directors dated December 12, 2025, Nand Kishore Aggarwal,
Ankur Aggarwal, Komal Aggarwal and Ankur Aggarwal KNK Family Trust have been identified as our
Promoters. Accordingly, as on the date of this Draft Red Herring Prospectus, our Company has four Promoters.
Interest of our Promoters
i. Our Promoters are interested in our Company to the extent (i) that they have promoted our Company;
and (ii) their respective shareholding (direct and indirect) in our Company, and any dividends or any
other distributions payable in respect thereof, as applicable; and (iii) any directorships that they may hold
in our Company and our Subsidiaries, and to the extent of remuneration payable to them in this regard.
For details regarding the shareholding of our Promoters and other interests in our Company, see “Capital
Structure – History of build-up of the Promoters’ shareholding in our Company” and “Our
Management – Interest of Directors” on pages 130 and 396.
ii. None of our Promoters have interest in any property acquired by our Company during the three years
preceding the date of this Draft Red Herring Prospectus, or proposed to be acquired by our Company, or
in any transaction by our Company for acquisition of land, construction of building or supply of
machinery, etc:
iii. Our Company has entered into agreements with certain of our Individual Promoters and entities forming
part of the Promoter Group, where our Promoters are interested, the details of which, are set out below.
a) Our Company has entered into a lease agreement dated January 22, 2025 with Ankur Aggarwal, one
of our Individual Promoter. Pursuant to such agreement, our Company has taken the premise of our
Registered Office on lease for a term of 11 months with effect from January 1, 2025 and pays a
monthly rent of ₹ 5,310.00 to Ankur Aggarwal. The lease agreement has been extended for a further
period of 11 months with effect from December 1, 2025 through a letter dated November 22, 2025.
b) Our Company has entered into a lease agreement dated May 1, 2025, with Redson Retail and Reality
Private Limited, member of our Promoter Group, where our one of our Individual Promoter, Ankur
Aggarwal is a shareholder. Pursuant to such agreement, our Company has taken the premise of our
Corporate Office on lease for a term of 11 months with effect from May 1, 2025 and pays a monthly
rent of ₹ 2.99 million to Redson Retail and Reality Private Limited.
c) Our Company has entered into a rent agreement dated April 10, 2024 with Ankur Aggarwal and
Nand Kishore Aggarwal, our Individual Promoters. Pursuant to such agreement, our Company has
taken the premise situated at A-88, Phase-1, Ashok Vihar, New Delhi 110 052, Delhi, India for
providing accommodation facilities on lease for a term of 11 months with effect from October 1,
2023 and pays a monthly rent of ₹ 0.13 million to Ankur Aggarwal. The rent agreement was further
414extended for a further period of 11 months with effect from September 1, 2024 through a letter dated
September 1, 2024 and subsequently, has been further extended for an additional period of 11
months from August 1, 2025 through a letter dated August 1, 2025.
d) Our Company has entered into a rent agreement dated April 10, 2024 with Ankur Aggarwal and
Komal Aggarwal, our Individual Promoters. Pursuant to such agreement, our Company has taken
the premise situated at Khasra No. 442, 447, 448 Village Janola, Tehsil, Alipur, New Delhi 110 036,
Delhi, India for providing accommodation facilities on lease for a term of 11 months with effect
from October 1, 2023 and pays a monthly rent of ₹ 0.08 million to Ankur Aggarwal. The rent
agreement was further extended for a further period of 11 months with effect from September 1,
2024 through a letter dated September 1, 2024 and subsequently, has been further extended for an
additional period of 11 months from August 1, 2025 through a letter dated August 1, 2025.
e) Our Company has entered into a lease agreement dated May 29, 2024 with Ankur Aggarwal, one of
our Individual Promoter. Pursuant to such agreement, our Company has taken the premise situated
at Block no 35, Plot no. 13 (B), Auto Nagar, Hyderabad 500 070, Telangana, India for using it as
warehouse and office on lease for a term of 11 months with effect from April 1, 2024 and pays a
monthly rent of ₹ 0.03 million to Ankur Aggarwal. The lease agreement has been extended for a
further period of 11 months with effect from March 1, 2025 through a letter dated March 1, 2025.
f) Our Company has entered into a lease agreement dated May 29, 2024 with Ankur Aggarwal, one of
our Individual Promoter. Pursuant to such agreement, our Company has taken the premise situated
at Block no 35, Plot no. 13 (B), Auto Nagar, Hyderabad 500 070, Telangana, India for using it as
warehouse and office on lease for a term of 11 months with effect from April 1, 2024 and pays a
monthly rent of ₹ 0.02 million to Ankur Aggarwal. The lease agreement has been extended for a
further period of 11 months with effect from March 1, 2025 through a letter dated March 1, 2025.
For details of amounts paid by our Company in the six months ended September 30, 2025 and for Financial
Years 2025, 2024 and 2023 to our Pormoters and the members of the Promoter Group pursuant to the above
mentioned agreements, see “Other Financial Information – Related Party Transactions” on page 529.
iv. Our Individual Promoters, Nand Kishore Aggarwal who serves as Chairman Emeritus to the Board and Ankur
Aggarwal, who is an Chairman and Managing Director of our Company, may be deemed to be interested to
the extent of (i) in the case of Nand Kishore Aggarwal, the professional fees payable to him only in his
capacity as a Chairman Emeritus to the Board; and (ii) in the case of Ankur Aggarwal, the service
considerations, benefits and reimbursement of expenses, payable to him as the Managing Director as
disclosed in “Our Management – Terms of appointment of our Directors”. For further details, see “Our
Management - Interest of Directors” and “Other Financial Information - Related party transactions” on
pages 396 and 529, respectively.
v. Other than as disclosed above and “History and Certain Other Corporate Matters - Details regarding
material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of
assets, etc. in the last 10 years”, on page 363, respectively, our Promoters do not have any interest in the
contracts, agreements/ arrangements entered into or to be entered into by our Company with any company
which is promoted by them or in which they are a member. For further details, see “Other Financial
Information - Related party transactions” on page 529, respectively.
vi. No sums have been paid or agreed to be paid to our Promoters or to the firms or companies in which our
Promoters are interested as members in cash or shares or otherwise by any person, either to induce them to
become or to qualify them as directors or otherwise for services rendered by such Promoters or by such firms
or companies in connection with the promotion or formation of our Company.
vii. There are no conflicts of interest between the suppliers of raw materials and third-party service providers,
who are crucial for the operations of our Company, and our Promoters and members of our Promoter Group.
Further, except as disclosed in “- Interest of our Promoters” on page 414, there are no conflicts of interest
between the lessor of the immovable properties who are crucial for operations of our Company and our
Promoters and members of our Promoter Group.
viii. Our Individual Promoters, Ankur Aggarwal and Komal Aggarwal are also director on the boards, or members
of certain entities forming part of the Promoter Group and may be deemed to be interested to the extent of
the payments made by our Company, if any, to such entities forming part of the Promoter Group.
415Payment or benefits to our Promoters or the members of our Promoter Group
Except in the ordinary course of business and as disclosed in “Other Financial Information - Related party
transactions” on page 529, respectively, no amount or benefits have been paid or given to our Promoters or the
members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor
is there any intention to pay or give any amount or benefit to our Promoters or the members of our Promoter
Group.
Material guarantees given by our Promoters to third parties with respect to Equity Shares
As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantees to any
third party with respect to the Equity Shares.
Companies or firms with which our Promoters have disassociated in the last three years
Except as disclosed below, our Promoters have not disassociated themselves from any companies or firms during
the three immediately preceding years preceding the date of this Draft Red Herring Prospectus:
Name of company or firm from Reasons and circumstances Date of disassociation
which Promoter has leading to disassociation
disassociated
Nand Kishore Aggarwal
Redson Retail and Reality Private Pre–occupation in other October 4, 2024
Limited assignments
Nexus Crop Science Private Pre–occupation in other August 13, 2024
Limited* assignments
Crystal Crop Techno Solutions Pre–occupation in other October 4, 2024
Private Limited assignments
Krishi Anusandhan & Kisan Vikas Pre-occupation in other April 17, 2023
Foundation (Section 8 Company) assignments
Ankur Aggarwal
Modern Papers Pre–occupation in other September 1, 2025
assignments
Alpha Alternatives MSAR LLP Pre–occupation in other December 2, 2024
assignments
Krishi Anusandhan & Kisan Vikas Pre–occupation in other April 17, 2023
Foundation assignments
Komal Aggarwal
Modern Papers Pre–occupation in other September 1, 2025
assignments
Krishi Anusandhan & Kisan Vikas Pre–occupation in other April 17, 2023
Foundation (Section 8 Company) assignments
*Nexus Crop Science Private Limited has amalgamated with Saffire Crop Science Private Limited with effect from April 1, 2025 pursuant to
an order passed by the National Company Law Tribunal, Ahmedabad bench on October 17, 2025.
Promoter Group
Natural persons forming part of the Promoter Group
Name of Promoter Name of relative Relationship
Prem Parkash Aggarwal Brother
Hari Chand Aggarwal Brother
Om Prakash Aggarwal Brother
Ashok Kumar Aggarwal Brother
Hem Lata Sister
Suman Lata Sister
Nand Kishore Aggarwal Ankur Aggarwal Son
Komal Aggarwal Daughter
Pooja Bansal Daughter
Atul Kumar Agrawal Spouse’s brother
Anoop Kumar Agarwal Spouse’s brother
Asha Agarwal Spouse’s sister
Kiron Gupta Spouse’s sister
416Name of Promoter Name of relative Relationship
Nand Kishore Aggarwal Father
Komal Aggarwal* Spouse
Komal Aggarwal Sister
Pooja Bansal Sister
Malvika Aggarwal Daughter
Ankur Aggarwal Advika Aggarwal Daughter
Anil Kumar Singhal Spouse’s father
Sandhya Singhal Spouse’s mother
Luv Singhal Spouse’s brother
Kush Singhal Spouse’s brother
Aditi Gupta Spouse’s sister
Anil Kumar Singhal Father
Sandhya Singhal Mother
Ankur Aggarwal Spouse
Luv Singhal Brother
Kush Singhal Brother
Komal Aggarwal Aditi Gupta Sister
Malvika Aggarwal Daughter
Advika Aggarwal Daughter
Nand Kishore Aggarwal Spouse’s father
Komal Aggarwal Spouse’s sister
Pooja Bansal Spouse’s sister
*Also the Individual Promoter.
Entities forming part of the Promoter Group (excluding Subsidiaries):
1. Abhiprakash Infra Private Limited;
2. Abhiprakash Venture Trust;
3. Advika Aggarwal Education Trust;
4. Alucopanel Industries;
5. Anant Family Trust;
6. Ankur Aggarwal HUF;
7. Aviral Crop Science Private Limited;
8. Durban Homewares Private Limited;
9. HPM Chemicals and Fertilizers Limited;
10. Hyper Automotives LLP;
11. ISEC Organics Limited;
12. Kanak Nand Kishore Aggarwal Family Trust;
13. KGF Projects Private Limited;
14. Komal Aggarwal KNK Family Trust;
15. Krishi Anusandhan & Kisan Vikas Foundation;
16. Kunzite Crop Science Private Limited;
17. Malvika Aggarwal Education Trust;
18. Nand Kishore Shrikishan Dass Barathi Charitable Trust;
19. Om Prakash Aggarwal HUF;
20. Phaag Holidays Private Limited;
21. Pooja Bansal KNK Family Trust;
22. Quay Intech Private Limited;
23. Redson Crop Science Private Limited;
24. Redson Retail and Reality Private Limited;
25. Sanskriti Family Trust;
26. Seth Hazari Mal Barathi Cheritable Trust; and
27. Shrikishan Dass Prem Prakash (Agencies) Private Limited.
417DIVIDEND POLICY
The dividend distribution policy of our Company was approved and adopted by our Board on June 29, 2021 and
amended on February 25, 2022 and December 12, 2025 (“Dividend Policy”). In terms of the Dividend Policy,
the declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association, including
the Companies Act, 2013 and applicable laws, each as amended.
Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the
Board and will depend on a number of factors, including but not limited to (i) financial and internal factors
including profitability, free cash flows, product/market growth plans, correction of high liverage, enhance
borrowing capacity, investment opportunities, and such other factors which has a significant influence and impact
on our Company’s working/financial position which the Board of Directors may consider relevant; and (ii) external
factors including statutory restrictions, contractual restrictions/restriction in debt covenants, emerging trends and
any other factor which has a significant influence/ impact on our Company’s working/financial position.
Additionally, we may retain all our future earnings, if any, for any proposed or ongoing or planned business
expansion or for any other purposes which may be considered by the Board subject to compliance with the
provisions of the Companies Act. See, “Risk Factors - Our ability to pay dividends in the future will depend on
our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants
of our financing arrangements” on page 84.
Our Company may also, from time to time, pay interim dividends. 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 of our Company, Companies Act, including the rules framed
thereunder and other applicable law. In addition, our ability to pay dividends may be impacted by a number of
factors, including restrictive covenants under the loan or financing arrangements that our Company is currently
availing of or may enter into to finance our fund requirements for our business activities.
For further details, please see “Financial Indebtedness” and “Risk Factors– Our ability to pay dividends in the
future will depend on our earnings, financial condition, working capital requirements, capital expenditures
and restrictive covenants of our financing arrangements” on pages 581 and 84, respectively.
Except as disclosed below, our Company has not declared and paid any dividend on the Equity Shares of our
Company during the six months ended September 30, 2025 and Financial Years ended March 31, 2025, March
31, 2024 and March 31, 2023, until the date of this Draft Red Herring Prospectus:
Particulars Details of the dividend For the six Details for Fiscal
for the period October months ended 2025 2024 2023
1, 2025 until the date of September 30,
this Draft Red Herring 2025
Prospectus
Face value of equity 10 10 10 10 10
shares (₹)
Total number of issued 127,463,651 127,463,651 127,463,651 127,463,651 127,813,051
equity shares as on the
last day of relevant
fiscal / period
Total dividend per NA 1.07 0.67 0.74 1.00
equity share (₹)
Rate of dividend on NA 10.70 6.70 7.40 10.00
equity share^ (%)
Dividend amount (₹ in NA 136.39 85.40 94.32 126.81
million)
Mode of payment NA Bank Transfer Bank Transfer Bank Bank
Transfer Transfer
^The rate of dividend is calculated by dividing the dividend declared per equity share by the face value of the equity share and multiplying by
100 to express it as a percentage.
The amounts paid as dividends in the past are not necessarily indicative of dividend amounts, if any, in the future.
Investors are cautioned not to rely on past dividends as an indication of the future performance of our company
or for an investment in the Equity Shares offered in the Offer. There is no guarantee that any dividends will be
declared or paid in the future.
418SECTION V – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
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419INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION
The Board of Directors
Crystal Crop Protection Limited
B-95, Wazirpur Industrial Area Road,
Block B, Phase 2, Ashok Vihar,
New Delhi 110052,
Delhi, India
Dear Sirs,
1. We have examined the attached Restated Consolidated Financial Information of Crystal Crop Protection
Limited (the “Company” or the “Issuer”), (the Company, its subsidiaries, step down subsidiaries,
partnership firm and controlled trusts together referred to as the “Group") and its associate, comprising the
Restated Consolidated Statement of Assets and Liabilities as at 30 September 2025, 31 March 2025, 31
March 2024 and 31 March 2023, the Restated Consolidated Statements of Profit and Loss (including other
comprehensive income), the Restated Consolidated Statement of Changes in Equity, the Restated
Consolidated Cash Flow Statement for the six months period ended 30 September 2025 and for the years
ended 31 March 2025, 31 March 2024 and 31 March 2023, the Summary Statement of Material Accounting
Policies, and other explanatory information (collectively, the “Restated Consolidated Financial
Information”), as approved by the Board of Directors of the Company at their meeting held on 12
December 2025 for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) prepared by
the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”) prepared in terms
of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
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 DRHP to be filed with Securities and Exchange Board of
India (‘SEBI’), National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’) (together will
be referred as ‘Stock Exchanges’) 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 2(a) to the Restated Consolidated Financial Information. The responsibility of the respective
Board of Directors of the companies included in the Group and of its associate 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 and its associate 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 accordance with our
engagement letter dated 5 September 2025 in connection with the proposed IPO of equity shares of
the Company;
b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated 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 from:
420a. Special Purpose Consolidated Interim Financial Statements of the Group and its associate as at and for the
six month period ended 30 September 2025 prepared in accordance with Indian Accounting Standard (Ind
AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and other accounting principles
generally accepted in India, except for the presentation of comparative financial information in accordance
with Ind AS 34 (the “Special Purpose Consolidated Interim Financial Statements”) which have been
approved by the Board of Directors at their meeting held on 14 November 2025.
b. Audited Consolidated Financial Statements of the Group and its associate as at and for the year ended 31
March 2025 and Audited Consolidated Financial Statements of the Group as at and for the year ended 31
March 2024 and 31 March 2023 prepared in accordance with the Indian Accounting Standards (referred to
as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have
been approved by the Board of Directors at their meeting held on 22 May 2025, 30 May 2024 and 30 May
2023 respectively.
5. For the purpose of our examination, we have relied on:
a. Auditors’ reports issued by us dated 14 November 2025 on the Special Purpose Consolidated Interim
Financial Statements of the Group and its associate as at and for the six months period ended 30
September 2025 as referred in Paragraph 4(a) above; and
b. Auditor`s reports issued by us dated 22 May 2025, 30 May 2024, and 30 May 2023 on the Consolidated
Financial Statements of the Group and its associate as at and for the year ended 31 March 2025, 31
March 2024 and 31 March 2023, respectively as referred in Paragraph 4(b) above.
6. (a) The audit reports on the Special Purpose Consolidated Interim Financial Statements and Audited
Consolidated Financial Statements issued by us and referred in paragraph 5 were modified and also required
adjustments in the Restated Consolidated Financial Information as follows:
Basis of Modified Opinion
For the six months period ended 30 September 2025:
As stated in Note 40 (vi) to the accompanying Special Purpose Consolidated Interim Financial Statements,
the Holding Company had recognised insurance claim receivable of Rs. 162.95 million during the
financial year 2012-13, which was rejected by the insurance company. In the FY 2015-16, the Holding
Company had filed a complaint against the insurance company before the National Consumer Disputes
Redressal Commission ("NCDRC"), New Delhi, which awarded an order dated 13 December 2019 in
favour of the Company directing the insurance company to pay the claim amount of Rs. 162.95 million
along with interest to the Holding Company, for deficiency of service. However, the insurance company
had filed an appeal before the Hon'ble Supreme Court against the order of NCDRC, which is currently
pending for adjudication.
In view of non-acceptance of the Holding Company's claim by the insurance company, the said insurance
claim receivable is considered as a contingent asset as defined under Ind AS 37 'Provisions, Contingent
Liabilities and Contingent Assets', and accordingly should not have been recognised in the Special Purpose
Consolidated Interim Financial Statements. Had the Holding Company not recognised such insurance claim
receivable, the other non-current financial assets as at 30 September 2025 would have been lower by Rs.
162.95 million (31 March 2025: Rs. 162.95 million), other equity as at 30 September 2025 would have been
Iower by Rs. 162.95 million (31 March 2025: Rs. 162.95 million) and net deferred tax assets would have
been higher by Rs. 41.01 million as at 30 September 2025 (31 March 2025: Rs. 41.01 million).
Our audit report dated 22 May 2025 on the consolidated financial statements of the Holding Company for
the year ended 31 March 2025, was also qualified in respect of this matter.
For the year ended 31 March 2025:
As stated in Note 49 to the accompanying consolidated financial statements, the Holding Company had
recognised insurance claim receivable of Rs. 162.95 million during the financial year 2012-13, which was
rejected by the insurance company. In the FY 2015-16, the Holding Company had filed a complaint against
the insurance company before the National Consumer Disputes Redressal Commission ("NCDRC"), New
421Delhi, which awarded an order dated 13 December 2019 in favour of the Company directing the insurance
company to pay the claim amount of Rs. 162.95 million along with interest to the Holding Company, for
deficiency of service. However, the insurance company had filed an appeal before the Hon'ble Supreme
Court against the order of NCDRC, which is currently pending for adjudication.
In view of non-acceptance of the Holding Company's claim by the insurance company, the said insurance
claim receivable is considered as a contingent asset as defined under Ind AS 37 'Provisions, Contingent
Liabilities and Contingent Assets', and accordingly should not have been recognised in the consolidated
financial statements. Had the Holding Company not recognised such insurance claim receivable, the other
non-current financial assets as at 31 March 2025 would have been lower by Rs. 162.95 million (31 March
2024: Rs. 162.95 million), other equity as at 31 March 2025 would have been Iower by Rs. 162.95 million
(31 March 2024: Rs. 162.95 million) and net deferred tax assets would have been higher by Rs. 41.01 million
as at 31 March 2024 (31 March 2023: Rs. 41.01 million).
Our audit report dated 30 May 2024 on the consolidated financial statements of the Company for the year
ended 31 March 2024, was also qualified in respect of this matter.
For the year ended 31 March 2024:
As stated in Note 48 to the accompanying consolidated financials statements, the Holding Company had
recognised insurance claim receivable of Rs. 162.95 million during the financial year 2012-13, which was
rejected by the insurance company. In the financial year 2015-16, the Holding Company had filed a
complaint against the insurance company before the National Consumer Disputes Redressal Commission
("NCDRC"), New Delhi, which awarded an order dated 13 December 2019 in favour of the Holding
Company directing the insurance company to pay the claim amount of Rs. 162.95 million along with interest
to the Holding Company, for deficiency of service. However, the insurance company has filed an appeal
before the Hon'ble Supreme Court against the order of NCDRC, which is currently pending for adjudication.
In view of non-acceptance of the Holding Company's claim by the insurance company, the said insurance
claim receivable is considered as a contingent asset as defined under Ind AS 37 'Provisions, Contingent
Liabilities and Contingent Assets', and accordingly should not have been recognised in the consolidated
financial statements. Had the Holding Company not recognised such insurance claim receivable, the other
non-current financial assets as at 31 March 2024 would have been lower by Rs. 162.95 million (31 March
2023: Rs. 162.95 million), other equity as at 31 March 2024 would have been Iower by Rs. 162.95 million
(31 March 2023: Rs. 162.95 million) and net deferred tax assets would have been higher by Rs. 41.01 million
as at 31 March 2024 (31 March 2023: Rs. 41.01 million).
Our audit report dated 30 May 2023 on the consolidated financial statements of the Holding Company for
the year ended 31 March 2023, was also qualified in respect of this matter.
For the year ended 31 March 2023:
As stated in Note 50 to the accompanying consolidated financial statements, the Holding Company had
recognized insurance claim receivable of Rs. 162.95 million during the financial year 2012-13, which was
rejected by the insurance company. In the financial year 2015-16, the Holding Company had filed a
complaint against the insurance company before the National Consumer Disputes Redressal Commission
(“NCDRC”), New Delhi, which awarded an order dated 13 December 2019 in favour of the Holding
Company directing the insurance company to pay the claim amount of Rs 162.95 million along with interest
to the Holding Company, for deficiency of service. However, the insurance company has filed an appeal
before the Hon’ble Supreme Court against the order of NCDRC, which is currently pending for adjudication.
In view of non-acceptance of the Holding Company’s claim by the insurance company, the said insurance
claim receivable is considered as a contingent asset as defined under Ind AS 37 ‘Provisions, Contingent
Liabilities and Contingent Assets’, and accordingly should not have been recognised in the financial
statements. Had the Holding Company not recognised such insurance claim receivable, Group’s other non-
current financial assets as at 31 March 2023 would have been lower by Rs. 162.95 million (31 March 2022:
Rs. 162.95 million), other equity as at 31 March 2023 would have been Iower by Rs. 162.95 million (31
March 2022: Rs. 162.95 million) and net deferred tax assets would have been higher by Rs. 41.01 million
as at 31 March 2023 (31 March 2022: Rs. 41.01 million).
422Our audit report dated 21 June 2022 on the consolidated financial statements of the Holding Company for
the year ended 31 March 2022, was also qualified in respect of this matter.
6. (b). The audit reports on the Consolidated Financial Statements issued by us and referred in paragraph 5
were modified due to following matters, and these matters do not require adjustments in the Restated
Consolidated Financial Information:
For the year ended 31 March 2024:
As described in note 40(ii) to the accompanying consolidated financial statements, the Holding Company
had received a show cause notice ('SCN') dated 05 November 2019 from the Office of Additional Director
General Foreign Trade, Ahmedabad stating that the refunds of Terminal Excise Duty ('TED') obtained by
the Holding Company on the basis of Advance Release Order ('AROs') have been erroneously made to the
Holding Company since the supplies against the AROs were prior to the date of issuance of AROs and
directed the Holding Company to payback TED refunds amounting to Rs 1,094.17 million along with
interest at the rate of 15%. The matter is being litigated by the Holding Company before Hon'ble High Court
of Gujarat which has granted a stay on the show cause notice proceedings on 17 December 2019.
Further, a first information report ('FIR') implicating the Holding Company and three of its directors, the
former Joint Director DGFT, and other unknown persons was filed on 18 January 2020 by the Central
Bureau of Investigation ('CBI') for which a chargesheet dated 24 December 2021 had been filed by the CBI
in the previous year. Also, on 07 January 2021, a provisional attachment order attaching a fixed deposit of
the Holding Company worth Rs 202.66 million was issued by the Directorate of Enforcement which has
been confirmed by adjudicating authority, vide its final order dated 06 September 2021. The Holding
Company has taken further legal actions against such matters as further explained in the said note.
The management, based on their legal assessment, is of the view that the aforesaid matters would not be
tenable against the Holding Company at higher jurisdictions or before the courts of law and accordingly,
management believes that no adjustments are required to the accompanying Consolidated Financial
Statements.
However, in view of the fact that the regulatory investigations and legal cases are still ongoing, and in
absence of sufficient appropriate evidence to support management's views, we are unable to comment on
the consequential impact of the above matters on these Consolidated Financial Statements.
Our audit report dated 30 May 2023 on the consolidated financial statements of the Company for the year
ended 31 March 2023, was also qualified in respect of this matter.
For the year ended 31 March 2023:
As described in Note 40(ii) to the accompanying consolidated financial statements, the Holding
Company had received a show cause notice (‘SCN’) dated 05 November 2019 from the Office of
Additional Director General Foreign Trade, Ahmedabad stating that the refunds of Terminal Excise
Duty (‘TED’) obtained by the Holding Company on the basis of Advance Release Order (‘AROs’)
have been erroneously made to the Holding Company since the supplies against the AROs were prior
to the date of issuance of AROs and directed the Holding Company to payback TED refunds amounting
to Rs 1,094.17 million along with interest at the rate of 15%. The matter is being litigated by the
Holding Company before Hon’ble High Court of Gujarat which has granted a stay on the show cause
notice proceedings on 17 December 2019.
Further, a first information report (‘FIR’) implicating the Holding Company and three of its Directors,
the former Joint Director DGFT, and other unknown persons was filed on 18 January 2020 by the
Central Bureau of Investigation (‘CBI’) for which a chargesheet dated 24 December 2021 had been
filed by the CBI in the previous year. Also, on 07 January 2021, a provisional attachment order
attaching a fixed deposit of the Holding Company worth Rs 202.66 million was issued by the
Directorate of Enforcement which has been confirmed by adjudicating authority, vide its final order
dated 06 September 2021. The Holding Company has taken further legal actions against such matters
as further explained in the said note.
423The management, based on their legal assessment, is of the view that the aforesaid matters would not
be tenable against the Holding Company at higher jurisdictions or before the courts of law and
accordingly, management believes that no adjustments are required to the accompanying consolidated
financial statements.
However, in view of the fact that the regulatory investigations and legal cases are still ongoing, and in
absence of sufficient appropriate evidence to support management’s views, we are unable to comment
on the consequential impact of the above matters on these consolidated financial statements.
Our audit report dated 21 June 2022 on the consolidated financial statements of the Holding Company
for the year ended 31 March 2022, was also qualified in respect of this matter.
6. (c). The audit reports on the Special Purpose Consolidated Interim Financial Statements and Consolidated
Financial Statements issued by us and referred in paragraph 5 include the following Emphasis of Matter
paragraphs:
Emphasis of Matters:
For the six months period ended 30 September 2025:
Emphasis of Matter – Refund of Terminal Excise Duty (‘TED’)
We draw attention to Note 40 (iii) of the accompanying Special Purpose Consolidated Interim Financial
Statements regarding a demand of Rs. 1,094.17 million with interest thereon raised by the Additional
Director General Foreign Trade(‘DGFT’), Ahmedabad related to Terminal Excise Duty(‘TED’) refunds
claimed/ received by the Holding Company during the years 2012-2016, against which Holding Company
had obtained a stay order from the Hon’ble Gujarat High Court. Consequently, actions were taken by the
Central Bureau of Investigation(‘CBI’) implicating the Holding Company, its directors, and former DGFT
officials under allegations related to wrongful TED refunds, for which chargesheet had been filed. Pursuant
to the actions taken by the CBI, the Directorate of Enforcement(‘ED’) summoned the directors and initiated
an investigation into the Holding Company. The Holding Company’s fixed deposits amounting to Rs.
302.06 million as at 30 September 2025 have been provisionally attached by the ED during the period of
ongoing investigation ascertaining it to be the proceeds of crime of the Company in the supplementary
complaints filed in accordance with Prevention of Money-Laundering Act, 2002(‘PMLA’). The aforesaid
proceedings are pending in the CBI Court in Ahmedabad and Appellate Tribunal under the PMLA as at
reporting date.
Based on available information, underlying evidence supporting these refunds, and supplemented by
external legal advice, the management is of the view that the matter is not likely to have a material impact
on the Holding Company and no adjustment is required to the accompanying Special Purpose Consolidated
Interim Financial Statements in respect of this matter.
Our opinion is not modified in respect of this matter.
Emphasis of Matter - Basis of Preparation and Restriction on Distribution or Use
We draw attention to Note 2(a) to the accompanying Special Purpose Consolidated Interim Financial
Statements, which describes the basis of its preparation. These Special Purpose Consolidated Interim
Financial Statements have been prepared by the Holding Company’s management solely for the preparation
of Restated Consolidated Financial Information of the Group and its associate for the six-month period
ended 30 September 2025, to be included in the Draft Red Herring Prospectus which is to be filed by the
Holding Company with Securities and Exchange Board of India, National Stock Exchange of India Limited
and BSE Limited as per the requirements of Section 26 of Part I of Chapter III of the Act, read with the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018,
as amended from time to time in connection with the proposed Initial Public Offer of equity shares of the
Holding Company. Therefore, these Special Purpose Consolidated Interim Financial Statements may not be
suitable for any other purpose. Our report is issued solely for the aforementioned purpose, and accordingly,
should not be used, referred to or distributed for any other purpose or to any other party without our prior
written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose
for which or to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.
424Our opinion is not modified in respect of this matter
For the year ended 31 March 2025:
Emphasis of Matter – Refund of Terminal Excise Duty (‘TED’)
We draw attention to note 40(iii) of the accompanying consolidated financial statements regarding a demand
of Rs. 1,094.17 million with interest thereon raised by the Additional Director General Foreign
Trade(‘DGFT’), Ahmedabad related to Terminal Excise Duty(‘TED’) refunds claimed/ received by the
Holding Company during the years 2012-2016, against which Holding Company had obtained a stay order
from the Hon’ble Gujarat High Court. Consequently, actions were taken by the Central Bureau of
Investigation(‘CBI’) implicating the Holding Company, its directors, and former DGFT officials under
allegations related to wrongful TED refunds, for which chargesheet had been filed. Pursuant to the actions
taken by the CBI, the Directorate of Enforcement(‘ED’) summoned the directors and initiated an
investigation into the Holding Company. The Holding Company’s fixed deposits amounting to Rs. 302.06
million as at 31 March 2025 have been provisionally attached by the ED during the period of ongoing
investigation ascertaining it to be the proceeds of crime of the Company in the supplementary complaints
filed in accordance with Prevention of Money-Laundering Act, 2002(‘PMLA’). The aforesaid proceedings
are pending in the CBI Court in Ahmedabad and Appellate Tribunal under the PMLA as at reporting date.
Based on available information, underlying evidence supporting these refunds, and supplemented by
external legal advice, the management is of the view that the matter is not likely to have a material impact
on the Holding Company and no adjustment is required to the accompanying consolidated financial
statements in respect of this matter.
Our opinion is not modified in respect of this matter.
6. (d) The audit reports on the Consolidated Financial Statements issued by us and referred in paragraph 5
includes the qualified opinion on internal financial controls and reporting under 11(g) of Companies (Audit
and Auditors) Rules, 2014 (as amended). Those matters have been explained in Appendix D.
7. As indicated in our audit reports referred above:
a. We did not audit financial statements of 8 subsidiaries which includes 2 controlled trust, 13 step down
subsidiaries and 1 partnership firm for the six months period ended 30 September 2025 and for the
year ended 31 March 2025, 7 subsidiaries which includes 2 controlled trust, 15 step down subsidiaries
and 1 partnership firm for the year ended 31 March 2024 and 31 March 2023 whose share of total
assets, total revenues, net cash inflows / (outflows) included in the consolidated financial statements,
for the relevant years is tabulated below, which have been audited by other auditors as mentioned in
Appendix A 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:
(₹ in millions)
Particulars As at/ for the six As at/ for the year As at/ for the year As at/ for the year
months period ended 31 March ended 31 March ended 31 March
ended 30 2025 2024 2023
September 2025
Total assets 6,775.04 5,346.93 3,016.33 4,521.78
Total revenues 5,994.60 7,317.27 5,286.55 8,370.17
Net cash inflow/ (63.42) (72.84) (6.14) 10.02
(outflows)
b. Further, the Special Purpose Consolidated Interim Financial Statements and Consolidated Financial
Statements also include the Group’s share of net loss (including other comprehensive loss) of Rs. 0.58
million and Rs. 1.98 million for the six months period ended 30 September 2025 and for the year
ended 31 March 2025, respectively in respect of an associate as mentioned in Appendix A, whose
financial information has not been audited by us. This financial information is unaudited and has been
furnished to us by the management and our opinion on the consolidated financial statements, in so far
as it relates to the amounts and disclosures included in respect of the aforesaid associate, is based
425solely on such unaudited financial information. In our opinion and according to the information and
explanations given to us by the management, this financial information is not material to the Group.
Our Opinion on the Special Purpose Consolidated Interim Financial Statement and Audited
Consolidated Financial Statements of the Group is not modified in respect of these matters.
These other auditors of the subsidiaries as mentioned in Appendix B have examined the restated
consolidated financial information and have confirmed 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 year ended 31
March 2025, 31 March 2024 and 31 March 2023 to reflect the same accounting treatment as per
the accounting policies and grouping/classifications followed as at and for the six months period
ended 30 September 2025;
b) do not include any qualifications requiring adjustments; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. Based on our examination and according to the information and explanations given to us and also as per the
reliance placed on the examination report submitted by other auditors Appendix B for the respective
period/years, we report that the Restated Consolidated Financial Information:
c. have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the financial years ended 31 March 2025, 31
March 2024 and 31 March 2023 to reflect the same accounting treatment as per the accounting policies
and grouping/classifications followed as at and for the six months period ended 30 September 2025;
d. have been made after giving effect to the matters giving rise to modifications mentioned in paragraph
6(a) above. Also, matters mentioned in paragraph 6(b),6(c), 6(d) above and those observations in the
Companies (Auditor's Report) Order, 2020 issued by the Central Government of India in terms of sub
section (11) of section 143 of the Act, which do not require any corrective adjustments in the Restated
Consolidated Financial Information have been disclosed in Note 58 to the Restated Consolidated
Financial Information; and
e. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
9. The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the Special Purpose Consolidated Interim Financial
Statements and Audited Consolidated Financial Statements mentioned in paragraph 4 above.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
12. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with
Securities and Exchange Board of India, and Stock Exchanges 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 Walker Chandiok & Co LLP
Chartered Accountants
Firm Registration No: 001076N/N500013
426Nitin Toshniwal
Partner
Membership No.: 507568
UDIN: 25507568BMIEZC8356
Place: New Delhi
Date: 12 December 2025
427Appendix-A
List of subsidiaries (including partnership firm, LLPs, and controlled trusts) included in the Restated
Consolidated Financial Information:
1. Crystal Crop Protection (Australia) Pty Ltd.
2. Crystal Crop Protection South Africa (Pty) Ltd.
3. Nexus Crop Science Private Limited*
4. Crystal Crop Techno Solutions Private Limited
5. Saffire Crop Science Private Limited*
6. I & B Seeds Private Limited (w.e.f. 31 October 2024)#
7. Modern Papers
8. Neha & Saffire Crop Science LLP
9. Shree Metikheda & Saffire Crop Science LLP
10. Trimurti & Saffire Crop Protection LLP
11. KSK & Saffire Crop Science LLP
12. Ramdeo & Saffire Crop Science LLP
13. Naveen Agro & Saffire Crop Science LLP
14. Pragat & Saffire Crop Science LLP
15. Jaishriram Agro & Saffire Crop Science LLP
16. Balaji & Saffire Crop Science LLP
17. Vinayaka & Saffire Crop Science LLP
18. Kisan KSK & Saffire Crop Science LLP
19. Shri Prithvi & Saffire Crop Science LLP
20. Om Traders & Saffire Crop Science LLP
21. Crystal Crop Protection Employees Gratuity Fund
22. Crystal Crop Protection Employee Welfare Trust
23. Shivtara & Saffire Crop Science LLP (Strike off w.e.f. 17 November 2023)
24. Sai Krushi & Saffire Crop Science LLP (Strike off w.e.f. 29 March 2024)
List of associate included in the Restated Consolidated Financial Information:
1. Target Genetics Company Limited (w.e.f. 31 October 2024)
*Nexus Crop Science Private Limited has been merged with Saffire Crop Science Private Limited vide NCLT order dated 17 October 2025,
the order gets effective on 21 November 2025 and the appointed date is 1 April 2025.
#I&B Seeds Private Limited has been merged with Crystal Crop Protection Limited vide NCLT order dated 17 November 2025, the order
gets effective on 10 December 2025 and the appointed date is 31 October 2024.
428Appendix-B
Details of the entities where examination report have been issued by the other auditors:
Name of entities Nature of relationship Name of auditor
Subsidiaries
Nexus Crop Science Private Limited* Subsidiary Company Kumar Vijay Gupta & Co.
Modern Papers Subsidiary Company Manoj Ritu & associates
Saffire Crop Science Private Limited Group*
(Refer Appendix-C) Subsidiary Company Kumar Vijay Gupta & Co.
Crystal Crop Techno Solutions Private Limited Techno
Solutions Subsidiary Company Manoj Ritu & associates
I&B Seeds Private Limited# Subsidiary Company Kumar Vijay Gupta & Co.
*Nexus Crop Science Private Limited has been merged with Saffire Crop Science Private Limited vide NCLT order dated 17 October 2025,
the order gets effective on 21 November 2025 and the appointed date is 1 April 2025.
#I&B Seeds Private Limited has been merged with Crystal Crop Protection Limited vide NCLT order dated 17 November 2025, the order
gets effective on 10 December 2025 and the appointed date is 31 October 2024.
429Appendix -C
Saffire Crop Science Private Limited Group consists of following step-down subsidiaries:
1. Neha & Saffire Crop Science LLP
2. Shree Metikheda & Saffire Crop Science LLP
3. Trimurti & Saffire Crop Protection LLP
4. KSK & Saffire Crop Science LLP
5. Ramdeo & Saffire Crop Science LLP
6. Naveen Agro & Saffire Crop Science LLP
7. Pragat & Saffire Crop Science LLP
8. Jaishriram Agro & Saffire Crop Science LLP
9. Balaji & Saffire Crop Science LLP
10. Vinayaka & Saffire Crop Science LLP
11. Kisan KSK & Saffire Crop Science LLP
12. Shri Prithvi & Saffire Crop Science LLP
13. Om Traders & Saffire Crop Science LLP
14. Shivtara & Saffire Crop Science LLP (Strike off w.e.f. 17 November 2023)
15. Sai Krushi & Saffire Crop Science LLP (Strike off w.e.f. 29 March 2024)
430Appendix – D:
A) Basis of qualified opinion on internal financial controls with reference to financial statements under
clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
For the year ended 31 March 2025:
According to the information and explanations given to us and based on our audit, the following material
weakness has been identified in the operating effectiveness of the Holding Company’s internal financial
controls with reference to Consolidated Financial Statements as at 31 March 2025:
a. The Holding Company’s internal financial control system with respect to determination of recognition
criteria on insurance claim receivables, as explained in note 49 to the accompanying Consolidated
Financial Statements, were not operating effectively, which has resulted in a material misstatement in
the carrying amount of non-current financial assets and its consequential impact on the other equity and
related disclosures in the accompanying Consolidated Financial Statements.
For the year ended 31 March 2024:
According to the information and explanations given to us and based on our audit, the following material
weakness has been identified in the operating effectiveness of the Holding Company’s internal financial
controls with reference to Audited Consolidated Financial Statements as at 31 March 2024:
a. The Holding Company’s internal control system with respect to recognition of liability towards claims
made by the government authority towards refund of excess terminal excise duty (TED), as explained
in Note no 40(ii) to the accompanying Consolidated Financial Statements, were not operating
effectively, which could lead to a potential material misstatement in the Holding Company’s expenses
and its consequential impact on the earnings, reserves other equity and related disclosures in the
accompanying Consolidated Financial Statements.
b. The Holding Company’s internal financial control system with respect to determination of recognition
criteria on insurance claim receivables, as explained in Note no 48 to the accompanying Consolidated
Financial Statements, were not operating effectively, which has resulted in a material misstatement in
the carrying amount of non-current financial assets and its consequential impact on the earnings,
reserves other equity and related disclosures in the accompanying Consolidated Financial Statements.
For the year ended 31 March 2023:
According to the information and explanations given to us and based on our audit, the following material
weakness has been identified in the operating effectiveness of the Holding Company’s internal financial
controls with reference to Audited Consolidated Financial Statements as at 31 March 2023:
a. The Holding Company’s internal control system with respect to recognition of liability towards claims
made by the government authority towards refund of excess terminal excise duty (TED), as explained
in Note no 41(ii) to the accompanying Consolidated Financial Statements, were not operating
effectively, which could lead to a potential material misstatement in the Holding Company’s expenses
and its consequential impact on the earnings, reserves other equity and related disclosures in the
accompanying Consolidated Financial Statements.
b. The Holding Company’s internal financial control system with respect to determination of recognition
criteria on insurance claim receivables, as explained in Note no 51 to the Consolidated Financial
Statements, were not operating effectively, which has resulted in a material misstatement in the carrying
amount of non-current financial assets and its consequential impact on the earnings, reserves other
equity and related disclosures in the accompanying Consolidated Financial Statements.
B) Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)
For the year ended 31 March 2025:
Based on examination which included test checks and that performed by the respective auditors of the
subsidiaries (Incorporated in India), the Holding Company and its subsidiaries, in respect of financial year
commencing on 1 April 2024, have used an accounting software for maintaining their books of account which
431has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year
for all relevant transactions recorded in the software except that, audit trail feature was not enabled at database
level for accounting software to log any direct changes as disclosed in note 60 to Consolidated Financial
Statements. Further, during the course of our audit we and auditors of the said subsidiaries incorporated in
India, did not come across any instance of audit trail feature being tampered with in respect of the accounting
software where such feature is enabled. Furthermore, except for instance mentioned above the audit trail has
been preserved by the Holding Company and its subsidiaries incorporated in India as per the statutory
requirements for record retention.
For the year ended 31 March 2024:
Based on examination which included test checks and that performed by the auditors of the subsidiaries
(incorporated in India) and audited under the Act, the Holding Company and its subsidiaries (incorporated in
India), in respect of financial year commencing on 1 April 2023, has used an accounting software for
maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same
has been operated throughout the year for all relevant transactions recorded in the software except that, audit
trail feature was not enabled at database level for accounting software to log any direct changes, as disclosed
in note 59 to the Consolidated Financial Statements. Further, during the course of our audit we and auditors
of the said subsidiaries incorporated in India, did not come across any instance of audit trail feature being
tampered with in respect of the accounting software where such feature is enabled.
For the year ended 31 March 2023:
Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting
software for maintaining their books of account, to use such an accounting software which has a feature of
audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under
Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the year ended
31 March 2023.
432Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Restated Consolidated Statement of Assets and Liabilities
(All amounts are in Rs. million, unless otherwise stated)
Particulars Notes As at 30 September As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
ASSETS
Non-current assets
Property, plant and equipment 3 2 ,657.59 2,761.04 2,291.62 2,782.44
Capital work-in-progress 6 7 37.92 590.00 244.21 53.34
Investment property 3A 4 8.63 - - -
Right-of-use asset 4 5 44.65 488.50 432.61 478.51
Goodwill 5 2 57.26 257.26 66.30 40.90
Other intangible assets 5 8 ,441.78 9,087.31 3,707.52 3,143.38
Intangible assets under development 7 331.53 325.71 240.79 190.80
Investments accounted using equity method 8A 1 8.81 19.39 - -
Financial assets
i) Investments 8 6 0.95 6 0.95 6 0.95 2 36.15
ii) Loans 9 0 .99 0.64 - -
iii) Other financial assets 10 3 28.40 422.28 52.00 79.99
Deferred tax assets (net) 11 3 59.33 106.64 119.41 53.74
Income tax assets (net) 12 8 .76 144.83 255.97 78.64
Other non-current assets 13 2 57.65 77.71 75.87 52.87
Total non-current assets 14,054.25 14,342.26 7,547.25 7,190.76
Current assets
Inventories 14 1 1,438.14 11,032.20 7,447.63 8,290.90
Financial assets
i) Investments 8 1 ,736.74 1 ,529.68 2 ,798.12 7 59.16
ii) Trade receivables 15 9 ,452.91 6,629.80 5,795.17 5,874.08
iii) Cash and cash equivalents 16 561.19 243.05 296.91 167.18
iv) Bank balances other than cash and cash equivalent 17 287.35 209.94 443.67 1,069.34
v) Loans 9 1 .10 1.63 3.14 4.23
vi) Other financial assets 10 7 3.93 120.09 194.02 109.09
Income tax assets (net) 12 - - 0.29 174.94
Other current assets 13 9 86.72 1,320.34 893.01 1,081.01
Total current assets 24,538.08 21,086.73 17,871.96 17,529.93
Total assets 38,592.33 35,428.99 25,419.21 24,720.69
EQUITY AND LIABILITIES
Equity
Equity share capital 18 1 ,274.64 1,274.64 1,274.64 1,268.13
Other equity 19 13,980.57 12,837.81 11,802.77 11,013.08
Equity attributable to owners of the Company 15,255.21 14,112.45 13,077.41 12,281.21
Non-controlling interest 19 127.03 131.14 169.57 235.09
Total equity 15,382.24 14,243.59 13,246.98 12,516.30
Liabilities
Non-current liabilities
Financial liabilities
i) Borrowings 20 6 ,334.43 6,274.81 3,416.01 3,696.15
ii) Lease liabilities 21 4 54.35 413.06 365.87 395.12
iii) Other financial liabilities 22 3 55.88 352.26 316.70 190.60
Provisions 23 1 06.15 67.66 28.88 21.22
Deferred tax liabilities (net) 11 - 27.36 60.79 53.39
Other non-current liabilities 24 1 .15 1.35 1.73 2.16
Total non-current liabilities 7,251.96 7,136.50 4,189.98 4,358.64
Current liabilities
Financial liabilities
i) Borrowings 25 5 ,717.94 3,195.42 2,356.92 2,430.89
ii) Lease liabilities 21 7 8.97 54.79 33.68 39.01
iii) Trade payables 26
Total outstanding dues of micro enterprises and small enterprises; and 8 18.89 687.22 238.21 151.71
Total outstanding dues of creditors other than micro enterprises and small enterprises 6 ,280.49 6,552.79 2,419.42 2,709.24
iv) Other financial liabilities 22 8 98.67 546.52 469.57 446.88
Other current liabilities 24 7 59.95 1,915.45 1,575.99 1,207.29
Provisions 23 9 42.54 916.99 864.24 845.58
Current tax liabilities (net) 27 4 60.68 179.72 24.22 15.15
Total current liabilities 15,958.13 14,048.90 7,982.25 7,845.75
Total liabilities 23,210.09 21,185.40 12,172.23 12,204.39
Total equity and liabilities 38,592.33 35,428.99 25,419.21 24,720.69
The accompanying notes form an integral part of the Restated Consolidated Financial Information.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Crystal Crop Protection Limited
Firm's Registration No.: 001076N/N500013
Nitin Toshniwal Ankur Aggarwal Anil Jain Nitin Agarwal Vikram Singh
Partner Chairman and Managing Director Executive Director Chief Financial Officer Company Secretary
Membership No.: 507568 DIN: 00074325 DIN: 02649494 Membership No.: F11620
Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi
Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025
433Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Restated Consolidated Statement of Profit and Loss
(All amounts are in Rs. million, unless otherwise stated)
Particulars Note For the six months period For the year ended 31 For the year ended 31 For the year ended 31
ended 30 September 2025 March 2025 March 2024 March 2023
Income
Revenue from operations 28 1 9,780.45 2 6,905.10 2 2,299.27 2 5,132.98
Other income 29 1 78.15 4 14.26 4 17.86 1 95.88
Total income 1 9,958.60 2 7,319.36 2 2,717.13 2 5,328.86
Expenses
Cost of materials consumed 30 1 3,266.41 1 7,058.09 1 4,229.06 1 6,839.62
Purchases of stock-in-trade 31 1 ,006.67 1 ,487.27 1 ,217.77 1 ,933.95
Changes in inventories of finished goods, stock-in-trade and
32 ( 1,866.67) (865.97) (81.96) (564.66)
work-in-progress
Employee benefits expense 33 1 ,414.67 2 ,221.87 1 ,715.83 1 ,437.66
Finance costs 34 4 74.76 6 17.94 4 90.39 5 32.78
Depreciation and amortisation expense 35 9 63.87 1 ,271.31 9 55.92 9 23.02
Impairment of non-financial assets 35A - 1 .73 - -
Other expenses 36 2 ,627.13 3 ,851.08 3 ,127.96 3 ,167.81
Total expenses 1 7,886.84 2 5,643.32 2 1,654.97 2 4,270.18
Profit before share of loss of associate and tax 2 ,071.76 1 ,676.04 1 ,062.16 1 ,058.68
Share of loss of associate 0 .58 1 .98 - -
Profit before tax 2 ,071.18 1 ,674.06 1 ,062.16 1 ,058.68
Tax expense
Current tax 37 6 76.98 4 63.76 3 34.15 1 83.20
Tax adjustment for earlier years 2 5.83 0 .18 (86.65) (1.69)
Deferred tax charge/ (credit) 11 (166.74) 2 6.20 (57.71) 1 11.17
Profit for the period / year 1 ,535.11 1 ,183.92 8 72.37 7 66.00
Other comprehensive income / (loss)
i) Item that will not be reclassified to profit or loss
Remeasurements of defined benefit obligations (19.84) 7 .16 (2.36) 7 .84
Tax relating to items that will not be reclassified to profit or loss 4 .87 (1.84) 0 .56 (1.92)
ii) Item that will be reclassified to profit or loss
Foreign currency translation reserve (0.05) - (0.19) (0.03)
Effective portion of losses on cash flow hedges (453.60) (124.97) - -
Tax relating to items that will be reclassified to profit or loss 1 08.44 4 2.83 - -
Other comprehensive (loss)/income for the period/ year, net of tax (360.18) (76.82) (1.99) 5 .89
Total comprehensive income for the period/ year 1 ,174.93 1 ,107.10 8 70.38 7 71.89
Profit is attributable to:
Owners of the Company 1 ,532.50 1 ,194.24 8 91.95 7 71.75
Non-controlling interest 2 .61 ( 10.32) (19.58) (5.75)
1 ,535.11 1 ,183.92 8 72.37 7 66.00
Other comprehensive loss is attributable to:
Owners of the Company (359.67) (76.83) (2.02) 5 .90
Non-controlling interest (0.51) 0 .01 0 .03 (0.01)
(360.18) (76.82) (1.99) 5 .89
Total comprehensive income is attributable to:
Owners of the Company 1 ,172.83 1 ,117.41 8 89.93 7 77.65
Non-controlling interest 2 .10 (10.31) (19.55) (5.76)
1 ,174.93 1 ,107.10 8 70.38 7 71.89
Earnings per equity share (face value of Rs. 10 each) 41
- Basic (in Rs.)* 1 2.02 9 .37 7 .02 6 .09
- Diluted (in Rs.)* 1 2.02 9 .37 7 .02 6 .09
*Not annualised for the six months period ended 30 September 2025
The accompanying notes form an integral part of the Restated Consolidated Financial Information.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Crystal Crop Protection Limited
Firm's Registration No.: 001076N/N500013
Nitin Toshniwal Ankur Aggarwal Anil Jain Nitin Agarwal Vikram Singh
Partner Chairman and Managing Director Executive Director Chief Financial Officer Company Secretary
Membership No.: 507568 DIN: 00074325 DIN: 02649494 Membership No.: F11620
Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi
Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025
434Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Restated Consolidated Statement of Cash Flows
(All amounts are in Rs. million, unless otherwise stated)
Particulars For the six months For the year ended For the year ended For the year ended
period ended 30 31 March 2025 31 March 2024 31 March 2023
September 2025
Cash flows from operating activities
Profit before tax 2,071.18 1,674.06 1,062.16 1,058.68
Adjustments for:
Depreciation and amortisation expense 963.87 1,271.31 955.92 923.02
Allowance for doubtful debts 115.05 121.95 115.80 81.93
Allowance for doubtful advances - 2.45 - 2.06
Advance balance written off - 2.13 5.66 1.24
Provision for inventory obsolescence 135.90 ( 8.94) 22.71 ( 3.37)
Liabilities no longer required written back (0.16) ( 16.43) ( 12.65) ( 20.44)
Bad debts written off 0.09 4.58 - 47.46
Employee stock option expenses 0.76 3.03 - -
Loss/ (Profit) on sale of property, plant and equipment (net) (0.59) 2.80 ( 12.37) ( 1.61)
Loss on modification of leases 2.70 - - -
Loss on impairment of goodwill - 1.73 - -
Profit on sale of investments (46.15) ( 131.50) ( 80.49) ( 1.06)
Change in fair value of financials instruments 180.85 85.36 ( 96.83) ( 47.82)
Interest income from financial assets carried at amortised cost (0.28) ( 0.42) ( 0.38) ( 0.36)
Deferred income - government grants (0.21) ( 0.90) ( 1.03) ( 0.75)
Dividend received - - - ( 6.25)
Share of loss of associates 0.58 1.98 - -
Unrealised foreign exchange loss/ (gain) 142.11 ( 19.78) 2.32 ( 20.31)
Finance costs (including interest towards lease liabilities) 474.76 617.94 463.13 505.58
Interest income (59.44) ( 148.07) ( 193.32) ( 122.48)
3,981.02 3,463.28 2,230.63 2,395.52
Working capital adjustments:
(Increase)/ decrease in inventories (541.86) ( 3,199.16) 820.56 ( 1,208.79)
(Increase) in trade receivables (2,936.37) ( 831.50) ( 24.38) ( 1,154.06)
(Increase) / decrease in financial assets (2.38) 72.99 68.90 ( 4.99)
(Increase)/ decrease in other assets 232.33 ( 420.32) 179.62 554.32
Increase/ (decrease) in trade payable (195.85) 4,600.50 ( 189.57) ( 774.06)
Increase/ (decrease) in financial liabilities 111.97 73.15 111.26 ( 13.36)
Increase/ (decrease) in other liabilities (1,155.47) 233.05 369.31 212.77
Increase/ (decrease) in provisions 30.58 44.48 23.97 ( 0.29)
Cash from operating activities (476.03) 4,036.47 3,590.30 7.06
Income taxes paid (net-off income tax refund) (264.54) ( 206.18) ( 212.43) ( 319.41)
Net cash flow from / (used) in operating activities (A) (740.57) 3,830.29 3,377.87 ( 312.35)
Cash flows from investing activities
Purchase of property, plant and equipment^ (414.94) ( 980.66) ( 1,308.33) ( 237.61)
Proceeds from sale of property, plant and equipment 2.42 8 .05 363.68 6.82
Payment towards non controlling interest (36.24) - - -
Payment towards acquisition of assets (Refer note 55 (i)) - ( 4,834.61) - -
Dividend income - - - 6.25
Proceeds from sale of investment 5,556.55 20,082.40 10,765.96 3,038.50
Purchase of investment (5,710.15) ( 18,515.38) ( 12,479.30) ( 3,540.89)
Loan received 10.90 19.59 2.00 1.50
Loans given (0.25) ( 1.85) ( 0.91) -
Movement in bank deposits (net) 102.15 ( 125.12) 574.26 ( 537.27)
Interest received 18.49 43.03 55.50 63.64
Payment towards acquisition of business (Refer note 55 (iii) & (iv)) - ( 2,429.80) ( 270.00) -
Net cash used in investing activities (B) (471.07) ( 6,734.35) ( 2,297.14) ( 1,199.06)
Cash flows from financing activities
Interim dividend paid - ( 85.40) ( 94.32) ( 126.81)
Proceeds from non current borrowings - 4,056.25 - -
Proceeds from current borrowings 8,261.37 7,489.89 5,895.88 10,708.86
Proceeds from issue of compulsory convertible debentures - - - 3 ,000.00
Repayment of non-current borrowings (435.55) ( 698.84) ( 687.35) ( 731.74)
Repayment of current borrowings (5,785.96) ( 7,380.81) ( 5,523.81) ( 11,305.57)
Payment of lease liabilities-principal payment (36.29) ( 42.06) ( 39.51) ( 33.61)
Payment of lease liability- interest (20.70) ( 34.60) ( 32.72) ( 34.72)
Movement in minority partners current account (0.80) ( 28.12) ( 45.97) ( 34.82)
Finance costs paid (452.29) ( 488.10) ( 423.20) ( 468.07)
Net cash flow from/ (used in) from financing activities (C) 1,529.78 2,788.21 ( 951.00) 973.52
Net Increase/ (decrease) in cash and cash equivalents (A+B+C) 318.14 ( 115.85) 129.73 ( 537.89)
Cash and cash equivalents at the beginning of the period / year 243.05 296.91 167.18 705.07
Add: Cash and cash equivalents from business acquisition (Refer note 55 (iii)) - 61.99 - -
Cash and cash equivalents at the end of the period / year (refer note 16) 561.19 243.05 296.91 167.18
435Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Restated Consolidated Statement of Cash Flows
(All amounts are in Rs. million, unless otherwise stated)
Notes to cash flow statement For the six months
For the year ended 31 For the year ended For the year ended
period ended 30
March 2025 31 March 2024 31 March 2023
September 2025
1 Component of cash and cash equivalents (refer note 16)
- Cheque on hand - - - 1.25
- Cash on hand 2.39 2 .02 3.22 6.39
- Balances with banks
in current accounts 5 58.77 2 41.00 293.58 159.54
deposits with original maturity of not more than three months 0.03 0 .03 0.11 -
5 61.19 2 43.05 296.91 167.18
2 Reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities:
Particulars As at 30 September 2025 As at 31 March 2025
Non-current borrowings# Lease Liabilities bo rC ru or wr ie nn gt s$ N boo rn r- oc wur inre gn s#t Lease Liabilities bo rC ru or wr ie nn gt s$
Opening balance 7 ,242.29 4 67.85 2 ,227.94 3,666.69 399.55 2 ,106.24
Repayment of borrowings (435.55) - (5,785.96) ( 698.84) - (7,380.81)
Proceeds from borrowings - - 8,261.37 4,056.25 - 7 ,489.89
Payment of lease liabilities-principal payment - (36.29) - - ( 42.06) -
Payment of lease liability- interest - (20.70) - - ( 34.60) -
Payment of finance cost (223.48) - (228.81) ( 223.69) - (264.41)
Non-cash changes due to:
Exchange difference 2 83.54 - 5 6.38 105.27 - 5 .16
Interest accrued - - - - -
Change in fair value of compulsory convertible debentures 2 17.99 - - 73.52 - -
carried at fair value through profit or loss
Interest expense* 201.22 20.70 235.44 263.09 3 4.60 2 71.87
Addition of lease contracts on account of business combination - - - - 3 8.25 -
Addition of lease contracts - 96.83 - - 7 8.49 -
Impact on account of lease modification - 4.93 - - - -
Deletion of lease contracts - - - - ( 6.38) -
Closing balance 7 ,286.01 5 33.32 4 ,766.36 7,242.29 467.85 2 ,227.94
Particulars As at 31 March 2024 As at 31 March 2023
Non-current borrowings# Lease Liabilities bo rC ru or wr ie nn gt s$ N boo rn r- oc wur inre gn s#t Lease Liabilities bo rC ru or wr ie nn gt s$
Opening balance 4,401.67 4 34.13 1,725.37 2 ,118.92 420.72 2,337.43
Repayment of borrowings ( 687.35) - (5,523.81) (731.74) - ( 11,305.57)
Proceeds from borrowings - - 5,895.88 3 ,000.00 - 1 0,708.86
Payment of lease liabilities-principal payment - ( 39.51) - - (33.61) -
Payment of lease liability- interest - ( 32.72) - - (34.72) -
Payment of finance cost ( 237.36) - ( 185.84) (197.79) - (270.28)
Non-cash changes due to:
Exchange difference ( 17.10) - 0.66 6 .54 - (10.51)
Interest accrued - - - - - -
Change in fair value of compulsory convertible debentures ( 29.92) - - 8 .20 - -
carried at fair value through profit or loss
Interest expense* 2 36.75 3 2.72 193.98 1 97.54 3 4.72 265.44
Addition of lease contracts - 5 .25 - - 4 7.02 -
Impact on account of lease modification - - - - - -
Deletion of lease contracts - ( 0.32) - - - -
Closing balance 3,666.69 3 99.55 2 ,106.24 4,401.67 434.13 1 ,725.37
*Excludes interest expense of Rs. 17.40 million (31 March 2025: Rs. 48.38 million, 31 March 2024: Rs. 26.94 million, 31 March 2023: Rs. 35.08 million) accrued, refer note 34 for further details.
#Includes current maturity of non-current borrowings and interest accrued thereon.
$ Includes interest accrued thereon.
^Includes capital work in progress and capital creditors and capital advances.
For contractual cash flows from financial liabilities other than borrowings, Refer note 45.
3 The Restated Consolidated Statement of Cash Flows has been prepared under the indirect method as set out in the Ind AS 7 "Statement of Cash Flows".
The accompanying notes form an integral part of the Restated Consolidated Financial Information.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Crystal Crop Protection Limited
Firm's Registration No.: 001076N/N500013
Nitin Toshniwal Ankur Aggarwal Anil Jain Nitin Agarwal Vikram Singh
Partner Chairman and Managing Director Executive Director Chief Financial Officer Company Secretary
Membership No.: 507568 DIN: 00074325 DIN: 02649494 Membership No.: F11620
Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi
Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025
436Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Restated Consolidated Statement of Changes in Equity
(All amounts are in Rs. million, unless otherwise stated)
A. Equity share capital Number* Amount
Balance as at 01 April 2022 1 2,68,13,051 1 ,268.13
Changes during the year - -
Balance as at 31 March 2023 1 2,68,13,051 1 ,268.13
Changes during the year (Issue of shares) 6,50,600 6.51
Balance as at 31 March 2024 1 2,74,63,651 1 ,274.64
Changes during the year - -
Balance as at 31 March 2025 12,74,63,651 1,274.64
Changes during the period - -
Balance as at 30 September 2025 12,74,63,651 1,274.64
*Net of 7,106,260 treasury shares
Refer Note 18 for further details
B. Other equity
Particulars Reserves and surplus Other Comprehensive Loss
Share application Total attributable to
mone ay ll op te mnd ei nn tg for S pe rc eu mr ii uti mes Treasury shares R eae rta ni in ne gd s G ree sn ee rr va el Capital reserve reC dea mpi pt ta il o n E om ptp iolo ny re ee s s et ro vc ek trF ao nr se li ag tn io c nu r rere sen rc vy e Eff oe fc cti av se h p fo lor wti on ow Cn oe mrs p o af n t yhe A cot ntr ti rb ou llt ia nb gl e in t to e rn eo sn t- Total Other Equity
reserve hedges
As at 01 April 2022 (restated)# 6.51 540.21 (397.89) 11,897.60 25.00 (1,805.85) 84.32 12.72 (0.37) - 10,362.25 275.67 10,637.92
Net profit for the year - - - 771.74 - - - - - - 771.74 (5.75) 765.99
Other comprehensive income for the year (net of tax) - - - 5.93 - - - - (0.03) - 5.90 (0.01) 5.89
Total comprehensive income for the year - - - 777.67 - - - - (0.03) - 777.64 (5.76) 771.88
Less: Interim dividend (Including withholding tax(refer note 52) - - - (126.81) - - - - - - (126.81) - (126.81)
Amount transferred from employee stock option to retained earning due to
- - - 0.33 - - - (0.33) - - - - -
cancellation of options
Add: Movement in minority partners current account - - - - - - - - - - - (34.82) (34.82)
As at 31 March 2023 6.51 540.21 (397.89) 12,548.79 25.00 (1,805.85) 84.32 12.39 (0.40) - 11,013.08 235.09 11,248.17
Net profit for the year - - - 891.95 - - - - - - 891.95 (19.58) 872.37
Other comprehensive income for the year (net of tax) - - - (1.83) - - - - (0.19) - (2.02) 0 .03 (1.99)
Total comprehensive income for the year - - - 890.12 - - - - (0.19) - 889.93 (19.55) 870.38
Less: Interim dividend (Including withholding tax(refer note 52) - - - (94.32) - - - - - - (94.32) - (94.32)
Issue of shares (excluding transaction cost) (6.51) - - - - - - - - - (6.51) - (6.51)
Less: Movement in minority partners current account - - - - - - - - - - - (45.97) (45.97)
Employee stock option expense - - - - - - - 0.59 - - 0.59 - 0.59
Amount transferred from employee stock option to retained earning due to - -
- - 0.23 - - - (0.23) - - - -
cancellation of options
As at 31 March 2024 - 540.21 (397.89) 13,344.82 25.00 (1,805.85) 84.32 12.75 (0.59) - 11,802.77 169.57 11,972.34
Net profit for the year - - - 1,194.24 - - - - - - 1,194.24 (10.32) 1,183.92
Other comprehensive income for the year (net of tax) - - - 5.31 - - - - - (82.14) (76.83) 0 .01 (76.82)
Total comprehensive income for the year - - - 1,199.55 - - - - - (82.14) 1,117.41 (10.31) 1,107.10
Less: Interim dividend (Including withholding tax(refer note 52) - - - (85.40) - - - - - - (85.40) - (85.40)
Less: Movement in minority partners current account - - - - - - - - - - - (28.12) (28.12)
Employee stock option expense - - - - - - - 3.03 - - 3.03 - 3.03
Amount transferred from employee stock option to retained earning due to - - - 1.87 - - - (1.87) - - - - -
cancellation of options
As at 31 March 2025 - 5 40.21 (397.89) 14,460.84 2 5.00 (1,805.85) 8 4.32 13.91 (0.59) (82.14) 12,837.81 1 31.14 12,968.95
Net profit for the period - - - 1,532.50 - - - - - - 1,532.50 2 .61 1,535.11
Other comprehensive loss for the period (net of tax) - - - (14.46) - - - - (0.05) (345.16) (359.67) (0.51) ( 360.18)
Total comprehensive income for the period - - - 1,518.04 - - - - (0.05) (345.16) 1,172.83 2 .10 1,174.93
On account of controlling interest transfer of partnership firm - - - (30.83) - - - - - - (30.83) - ( 30.83)
Less: Movement in minority partners current account - - - - - - - - - - - (6.21) ( 6.21)
Employee stock option expense - - - - - - - 0.76 - - 0.76 - 0.76
As at 30 September 2025 - 5 40.21 (397.89) 15,948.05 2 5.00 (1,805.85) 8 4.32 14.67 (0.64) (427.30) 13,980.57 1 27.03 14,107.60
#Refer Note 58 for further details.
Refer Note 19 for further details
The accompanying notes form an integral part of the Restated Consolidated Financial Information.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Crystal Crop Protection Limited
Firm's Registration No.: 001076N/N500013
Nitin Toshniwal Ankur Aggarwal Anil Jain Nitin Agarwal Vikram Singh
Partner Chairman and Managing Director Executive Director Chief Financial Officer Company Secretary
Membership No.: 507568 DIN: 00074325 DIN: 02649494 Membership No.: F11620
Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi
Date: 12 December 2025 Date: 12 December 2025 Date: 124 D3ec7ember 2025 Date: 12 December 2025 Date: 12 December 2025Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
1 Corporate Information
CrystalCropProtectionLimited(“theCompany”or"theHoldingCompany")isaCompanydomiciledinIndia,withitsregisteredofficesituatedat206,2ndFloor,SpanTradeCentre,Opp.KochrabGandhiAshram,NearPaldiChar
RastaAsh,RamRoad,Ahmedabad,Ellisbridge,Gujarat,India,380006.TheCompanywasincorporatedon13July1994asaprivatelimitedcompanyinIndiaandsubsequentlyconvertedtoapubliclimitedcompanyon3January2018.
TheRestatedConsolidatedFinancialInformationoftheHoldingCompanycomprisetheCompany,itssubsidiaries,stepdownsubsidiaries,partnershipfirmsandcontrolledtrusts(togetherreferredtoas"theGroup")anditsassociate.
TheGroupisengagedinresearch,manufacturinganddistributionofvariousproductsrangingfromagrochemicals,seedsandfarmequipments.TheGrouphaswidespectrumofproductsinfungicides,herbicides,insecticides,plant
growth regulators and seed treatment products.
2 Summary of Material accounting policies and other explanatory information
This note provides a list of the material accounting policies adopted in the preparation of these Restated Consolidated Financial Information. These policies have been consistently applied to all the years presented, unless otherwise stated.
(a)Basis of preparation
(i) TheRestatedConsolidatedFinancialInformationcompriseoftheRestatedConsolidatedStatementofAssetsandLiabilitiesasat30September2025,31March2025,31March2024and31March2023,theRestatedConsolidated
StatementofProfitandLoss(includingOtherComprehensiveIncome),theRestatedConsolidatedStatementofCashFlowandtheRestatedConsolidatedStatementofChangesinEquityforthesixmonthsperiodended30September
2025andyearsended31March2025,31March2024,31March2023andtheSummaryStatementofMaterialAccountingPoliciesandExplanatoryInformation(collectively,the'RestatedConsolidatedFinancialInformation').These
RestatedConsolidatedFinancialInformationhasbeenapprovedbytheBoardofDirectorson12December2025andhavebeenspecificallypreparedbythemanagementoftheCompanyforthepurposeofinclusionintheDraftRed
HerringProspectus('DRHP')inconnectionwiththeproposedInitialPublicOffering('IPO')ofitsequityshares(referredtoasthe'Issue').TheRestatedConsolidatedFinancialInformationhasbeenpreparedbythemanagementofthe
Company to comply in all material respects with the requirements of:
- Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act")
- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR”) as amended; and
- 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”).
TheRestatedConsolidatedFinancialInformationcomplyinallmaterialaspectswithIndianAccountingStandards(IndAS)notifiedunderSection133oftheCompaniesAct,2013(theAct)readwiththeCompanies(IndianAccounting
Standards) Rules, 2015 (as amended from time to time) and other relevant provisions of the Act. These Restated Consolidated Financial Information have been compiled by the management from:
(a)AuditedSpecialPurposeConsolidatedInterimFinancialStatementsoftheGroupasatandforthesixmonthsperiodended30September2025preparedaspertheaccountingprinciplesofIndianAccountingStandard(IndAS)34
“InterimFinancialReporting”prescribedunderSection133oftheActreadwithCompanies(IndianAccountingStandards)Rules2015,asamendedandotheraccountingprinciplesgenerallyacceptedinIndiaexceptforpresentationof
comparativefinancialinformation.TheseRestatedConsolidatedFinancialInformationcontainacompletesetoffinancialstatementsasdescribedinIndAS1‘PresentationofFinancialStatement’andScheduleIIIoftheCompaniesAct,
2013.However,comparativefinancialinformationhasnotbeenfurnishedasitisnotrequiredforthespecificpurposementionedabove.TheAuditedSpecialPurposeConsolidatedInterimFinancialStatementshavebeenapprovedbythe
Board of Directors at their meeting held on 14 November 2025.
(b)AuditedConsolidatedFinancialStatementsoftheGroupasatandforyearsended31March2025,31March2024and31March2023preparedinaccordancewiththeIndianAccountingStandards(referredtoas'IndAS')as
prescribedundersection133oftheActreadwithCompanies(IndianAccountingStandards)Rules2015,asamended,andotheraccountingprinciplesgenerallyacceptedinIndia,whichhavebeenapprovedbytheBoardofDirectorsat
their meeting held on 22 May 2025, 30 May 2024 and 30 May 2023 respectively.
(c)ThematerialaccountingpolicyinformationfollowedinpreparationoftheAuditedSpecialPurposeConsolidatedInterimFinancialStatementsareconsistentwiththosefollowedintheGroup’sspecialpurposeinterimconsolidated
financial statements for the six months period ended 30 September 2025.
(d)Adjustmentsforreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,inordertobringtheminlinewiththegroupingsaspertheRestatedConsolidatedFinancialInformationoftheGroupasatandfor
the six months period ended 30 September 2025 and the requirements of the SEBI ICDR Regulations, if any; and
(e) The resultant impact of tax due to the aforesaid adjustments, if any
TheseRestatedConsolidatedFinancialInformationdonotreflecttheeffectsoftheeventsthatoccurredsubsequenttotherespectivedatesofboardmeetingsheldforapprovalofAuditedConsolidatedInterimFinancialStatementsasat
and for the six months period ended 30 September 2025 and Audited Consolidated Financial Statements as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023.
(ii) Historical cost convention
TheRestatedConsolidatedFinancialInformationhavebeenpreparedunderhistoricalcostconventionexceptforcertainfinancialassetsandfinancialliabilitiesthataremeasuredatfairvalueoramortisedcost,definedbenefitobligations
and share based payments as required under relevant Ind AS.
(iii) Functional and presentation currency
ItemsincludedintheRestatedConsolidatedFinancialInformationofeachoftheGroup’sentitiesaremeasuredusingthecurrencyoftheprimaryeconomicenvironmentinwhichtheentityoperates(‘thefunctionalcurrency’).The
RestatedConsolidatedFinancialInformationispreparedinIndianRupees(Rs.),whichisalsotheHoldingCompany'sfunctionalandpresentationcurrency.Allamountshavebeenroundedtothenearestmillionuptotwodecimalplaces,
unless otherwise stated. Consequent to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute amounts.
(iv)Going concern
Going concern basis of accounting used for preparation of the accompanying Restated Consolidated Financial Information is appropriate with no material uncertainty.
(b)Principles of consolidation
ControlisachievedwhentheGroupisexposed,orhasrights,tovariablereturnsfromitsinvolvementwiththeinvesteeandhastheabilitytoaffectthosereturnsthroughitspowerovertheinvestee.Specifically,theGroupcontrolsan
investee if and only if the Group has:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
(ii) Exposure, or rights, to variable returns from its involvement with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
Generally,thereisapresumptionthatamajorityofvotingrightsresultincontrol.TosupportthispresumptionandwhentheGrouphaslessthanamajorityofthevotingorsimilarrightsofaninvestee,theGroupconsidersallrelevant
facts and circumstances in assessing whether it has power over an investee, including:
(i) The contractual arrangement with the other vote holders of the investee;
(ii) Rights arising from other contractual arrangements;
(iii) The Group’s voting rights and potential voting rights; and
(iv) The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders.
TheGroupre-assesseswhetherornotitcontrolsaninvesteeiffactsandcircumstancesindicatethattherearechangestooneormoreofthethreeelementsofcontrol.ConsolidationofasubsidiarybeginswhentheGroupobtainscontrol
overthesubsidiaryandceaseswhentheGrouplosescontrolofthesubsidiary.Assets,liabilities,incomeandexpensesofasubsidiaryacquiredordisposedoffduringtheperiod/yearareincludedintheRestatedConsolidatedFinancial
Information from the date the Group gains control until the date the Group ceases to control the subsidiary.
RestatedConsolidatedFinancialInformationarepreparedusinguniformaccountingpoliciesforliketransactionsandothereventsinsimilarcircumstances.IfamemberoftheGroupusesaccountingpoliciesotherthanthoseadoptedin
theRestatedConsolidatedFinancialInformationforliketransactionsandeventsinsimilarcircumstances,appropriateadjustmentsaremadetothatGroupmember’sfinancialinformationinpreparingtheRestatedConsolidatedFinancial
Information to ensure conformity with the Group’s accounting policies.
(This space has been intentionally left blank)
438Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(b)Principles of consolidation (cont'd)
The details of the consolidated entities are as follows:
Percentage of ownership
Name of the entity Country of Relationship Name of the parent For the six months period For the year ended 31 March For the year ended 31 March For the year ended 31 March
incorporation ended 30 September 2025 2025 2024 2023
Nexus Crop Science Private India Subsidiary** Crystal Crop Protection 100% 100% 100% 100%
Limited^ Limited
Modern Papers# India Subsidiary Crystal Crop Protection 100%$ 94% 94% 94%
Limited
I & B Seeds Private Limited India Subsidiary Crystal Crop Protection 100% 100% - -
(w.e.f 31 October 2024)@ Limited
Saffire Crop Science Private India Subsidiary** Crystal Crop Protection 100% 100% 100% 100%
Limited^ Limited
Kisan KSK & Saffire Crop Science India Step down Saffire Crop Science 51% 51% 51% 51%
LLP subsidiary** Private Limited
Neha & Saffire Crop Science LLP India Step down Saffire Crop Science 51% 51% 51% 51%
subsidiary** Private Limited
Shree Metikheda & Saffire Crop India Step down Saffire Crop Science 51% 51% 51% 51%
Science LLP subsidiary** Private Limited
Trimurti & Saffire Crop Protection India Step down Saffire Crop Science 51% 51% 51% 51%
LLP subsidiary** Private Limited
KSK & Saffire Crop Science LLP India Step down Saffire Crop Science 51% 51% 51% 51%
subsidiary** Private Limited
Ramdeo & Saffire Crop Science India Step down Saffire Crop Science 51% 51% 51% 51%
LLP subsidiary** Private Limited
Naveen Agro & Saffire Crop India Step down Saffire Crop Science 51% 51% 51% 51%
Science LLP subsidiary** Private Limited
Pragat & Saffire Crop Science LLP India Step down Saffire Crop Science 51% 51% 51% 51%
subsidiary** Private Limited
Jaishriram Agro & Saffire Crop India Step down Saffire Crop Science 51% 51% 51% 51%
Science LLP subsidiary** Private Limited
Balaji & Saffire Crop Science LLP India Step down Saffire Crop Science 51% 51% 51% 51%
subsidiary** Private Limited
Shri Prithvi & Saffire Crop Science India Step down Saffire Crop Science 51% 51% 51% 51%
LLP subsidiary** Private Limited
Vinayaka & Saffire Crop Science India Step down Saffire Crop Science 51% 51% 51% 51%
LLP subsidiary** Private Limited
Shivtara & Saffire Crop Science India Step down 51%
LLP% subsidiary** Saffire Crop Science - - -
Private Limited
Sai Krushi & Saffire Crop Science India Step down 51%
LLP% subsidiary** Saffire Crop Science - - -
Private Limited
Om Traders & Saffire Crop India Step down Saffire Crop Science 51% 51% 51% 51%
Science LLP subsidiary** Private Limited
Crystal Crop Techno Solutions India Subsidiary Crystal Crop Protection 100% 100% 100% 100%
Private Limited Limited
Crystal Crop Protection Employee India Subsidiary Crystal Crop Protection - - - -
Gratuity Fund Trust Limited
Crystal Crop Protection Employee India Subsidiary Crystal Crop Protection - - - -
Welfare Trust Limited
Crystal Crop Protection (Australia) Australia Foreign 100% 100% 100% 100%
Crystal Crop Protection
Pty Ltd. subsidiary
Limited
Crystal Crop Protection South South Africa Foreign Crystal Crop Protection 100% 100% 100% 100%
Africa (Pty) Ltd. subsidiary Limited
Target Genetics Company Limited Thailand Foreign 20% 20% - -
(w.e.f 31 October 2024)* Associate Crystal Crop Protection
Limited
# Partnership firm, in which the Holding Company is a partner.
$ Remaining stake buyout with effect from 01 September 2025
* Target Genetics Company Limited is indirect associate through I&B Seeds Private Limited (refer note 8A)
^ Refer note 57 (a) for the details.
@ Refer note 57 (b) for the details.
% Shivtara LLP and Sairkrushi LLP were struck off from the records of the Registrar of Companies with effect from 17 November 2023 and 29 March 2024, respectively.
**Saffire Crop Science Private Limited, Nexus Crop Science Private and other LLPs has been considered as a Saffire Crop Science Private Limited Group
439Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(c) Consolidation procedures
i) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries.
ii) Offset(eliminate)thecarryingamountoftheparent’sinvestmentineachsubsidiaryandtheparent’sportionofequityofeachsubsidiary.TheBusinesscombinationspolicy(refernote
2(w)) explains how to account for any related goodwill.
iii) Eliminateinfull,intragroupassetsandliabilities,equity,income,expensesandcashflowsrelatingtotransactionsbetweenentitiesoftheGroup(profitsorlossesresultingfrom
intragrouptransactionsthatarerecognisedinassets,suchasinventory,areeliminatedinfull).IndAS12“IncomeTaxes”appliestotemporarydifferencesthatarisefromtheelimination
of profits and losses resulting from intragroup transactions.
Profitorlossandeachcomponentofothercomprehensiveincome(OCI)areattributedtotheequityholdersoftheparentoftheGroupandtothenon-controllinginterests,evenifthisresultsinthenon-
controllinginterestshavingadeficitbalance.Non-controllinginterestintheresultsandtheequityofsubsidiariesareshownseparatelyintheRestatedConsolidatedStatementofProfitandLoss,
Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Asset and Liabilities.
TheGrouptreatstransactionswithnon-controllingintereststhatdonotresultinalossofcontrolastransactionswithequityownersoftheGroup.Achangeinownershipinterestresultsinanadjustment
betweenthecarryingamountsofthecontrollingandnon-controllingintereststoreflecttheirrelativeinterestsinthesubsidiary.Anydifferencebetweentheamountoftheadjustmenttonon-controlling
interests and any consideration paid or received is recognised within equity.
(d) Current versus non-current classification
The Group presents assets and liabilities in the Restated Consolidated Statement of Asset and Liabilities based on current/non-current classification.
An asset is treated as current when:
• It is expected to be realised or intended to be sold or consumed in normal operating cycle;
• It is held primarily for the purpose of trading;
• It is expected to be realised within twelve months after the reporting period; or
• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Group classifies all other assets as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle;
• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after the reporting period; or
• it does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingandtheirrealisationincashandcashequivalents.TheGrouphasidentifiedtwelvemonthsasitsoperatingcycleforthe
purpose of current and non-current classification of assets and liabilities.
(e) Property, plant and equipment (PPE), capital work in progress, investment properties and intangible assets.
i) Property, plant and equipment
PPE are stated at historical cost, less accumulated depreciation and accumulated impairment loss, if any.
ThecostofanitemofaPPEcomprisesitspurchasepriceincludingimportduties,andothernon-refundablepurchasetaxesorleviesandanydirectlyattributablecostofbringingthe
asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.
Expenditureincurredonstart-upandcommissioningoftheprojectand/orsubstantialexpansion,includingtheexpenditureincurredontrialruns(netoftrialrunreceipts,ifany)upto
thedateofcommencementofcommercialproductionarecapitalised.Subsequentcostsareincludedintheasset’scarryingamountorrecognisedasaseparateasset,asappropriate,only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
Ifsignificantpartsofanitemofproperty,plantandequipmenthavedifferentusefullives,thentheyareaccountedforasseparateitems(majorcomponents)ofproperty,plantand
equipment.Thecarryingamountofanycomponentaccountedforasaseparateassetisderecognisedwhenreplaced.AllotherrepairsandmaintenancearechargedtotheRestated
Consolidated Statement of Profit and Loss during the reporting period/ year in which they are incurred.
Advances paid towards acquisition of PPE outstanding at each period/ year end date, are shown under other non-current assets.
ii) Capital work-in-progress
Costofproperty,plantandequipmentnotreadyforuseasatthereportingdatearedisclosedascapitalwork-in-progress.Capitalwork-in-progressarecarriedatcost,comprisingdirect
cost, related identical expenses and attributable borrowing cost, less impairment losses, if any.
iii) Investment property
Investmentpropertythatisheldforlongtermrentalyieldsorforcapitalappreciationorboth,andthatisnotoccupiedbytheholidngCompany,isclassifiedasinvestmentproperty.
Investment properties are measured initially at cost, including related transaction costs as required by Ind AS 40 “Investment property”.
Subsequenttoinitialrecognition,investmentpropertiesarestatedatcostlessaccumulateddepreciationandaccumulatedimpairmentloss,ifany.TheHoldingCompanydepreciates
investmentpropertyonapro-ratabasisonthestraight-linemethodovertheestimatedusefullivesoftheassetsasprescribedunderScheduleIItotheCompaniesAct,2013,i.e.60
years.
TheHoldingCompanyderecognisesaninvestmentproperty,ondisposalorwhentheinvestmentpropertyispermanentlywithdrawnfromuseandnofutureeconomicbenefitsare
expected from its disposal.
Animpairmentlossisrecognisedfortheamountbywhichtheasset’scarryingamountexceedsitsrecoverableamount.Therecoverableamountistheasset’sfairvaluelesscostsof
disposal. The impairment testing is conducted at the end of every year.
Externalvaluersareinvolvedforvaluationofinvestmentproperties.Involvementofexternalvaluersisdecideduponannually.Selectioncriteriaincludemarketknowledge,reputation,
independenceandwhetherprofessionalstandardsaremaintained.Forthepurposeoffairvaluedisclosures,theHoldingCompanyhasdeterminedclassesofassetsandliabilitiesonthe
basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy.
iv) Intangible assets
Intangibleassetsarestatedatcostlessaccumulatedamortisationandanyaccumulatedimpairmentloss.Intangibleassetsthatareacquiredarerecognisedonlyifitisprobablethatthe
expectedfutureeconomicbenefitsthatareattributabletotheassetwillflowtotheGroupandthecostofassetscanbemeasuredreliably.Subsequentexpenditureiscapitalisedonly
when it increases the future economic benefits from the specific asset to which it relates.
Advances paid towards acquisition of intangible assets outstanding at each period end date, are shown under other non-current assets.
v) Intangible assets under development
CostofintangibleassetsnotreadyforuseasatthereportingdatearedisclosedasIntangibleassetsunderdevelopment.TheIntangibleassetsunderdevelopmentarecarriedatcost
comprising direct cost, related identical expenses and attributable borrowing cost, less impairment losses if any.
440Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(e) Property, plant and equipment (PPE), capital work in progress, investment properties and intangible assets (cont'd)
vi) Depreciation and amortisation methods, estimated useful lives and residual value
DepreciationonPPE(otherthanfreehold/leaseholdlandandleaseholdimprovement)isprovidedonthewrittendownvaluemethod(“WDV”)computedonthebasisofusefullife
prescribedinScheduleIItotheCompaniesAct,2013(‘ScheduleII’)fromthedatetheassetisreadytoputtouse.ConsideringtheapplicabilityofScheduleIIasmentionedabove,in
respect of certain class of assets- the Group has assessed the useful lives (as mentioned in the table below) lower than as prescribed in Schedule II, based on the technical assessment.
Type/ category of assets Useful Lives (in years) - Useful Lives (in years) -
as per Companies Act, as estimated by the
2013 Group
Buildings 60 60
Factory buildings 30 30
Plant and machinery 10-25 5-25
Office equipment 5 5
Furniture and fixtures 10 10
Computers 3-6 3-6
Vehicles 8-10 8-10
Investment property (Building) 60 60
Depreciation on Property, Plant and Equipment (of Partnership firm and LLPs) is being calculated as per the rates defined as per Income Tax Act, 1961.
Leasehold land is in the nature of perpetual lease without any limited useful life and hence is not amortised.
Leasehold improvements should be amortised over the period of lease or life of the asset, whichever is shorter.
Amortisation of intangible assets is calculated over the management's estimated useful lives as mentioned below:
Brands amortised over a period of 5 to 10 years on straight line basis.
Computer software amortised over a period of 5 to 6 years on written down value basis.
Product registration amortised over a period of 5 to 7 years on straight line basis.
License amortised over a period of 5 years on straight line basis.
Workforce enablement amortised over a period of 2 years on straight line basis.
Customer relationship amortised over a period of 10 years on written down value basis.
Non- compete agreement amortised over a period of 10 years on written down value basis.
Know how patents amortised over a period of 7 years on straight line basis.
Basedontechnicalassessmentandconsequentadvice,themanagementbelievesthatitsestimatesofusefullivesasgivenabovebestrepresenttheperiodoverwhichmanagement
expects to use these assets.
Depreciationandamortizationonproperty,plantandequipmentandintangibleassetsadded/disposedoffduringtheperiod/yearhasbeenprovidedonpro-ratabasiswithreferenceto
the date of addition/ disposal. Depreciation and amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted, if appropriate.
vii) Derecognition
AnitemofPPEandintangibleassetisderecognisedondisposalorwhennofutureeconomicbenefitsareexpectedfromitsuseanddisposal.Lossesarisingfromretirementandgains
orlossesarisingfromdisposalofanitemof PPEandintangibleassetaremeasuredasthedifferencebetweenthenetdisposalproceedsandthecarryingamountoftheassetandare
recognised in the Restated Consolidated Statement of Profit and Loss.
(f) 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
Trade receivables
TradereceivablesareamountsduefromcustomersforgoodssoldorservicesperformedintheordinarycourseofbusinessandreflecttheGroup'sunconditionalrighttoconsideration(thatis,payment
is due only on the passage of time).
Tradereceivablesarerecognisedinitiallyatthetransactionpriceastheydonotcontainsignificantfinancingcomponents.TheGroupholdsthetradereceivableswiththeobjectiveofcollectingthe
contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less loss allowance.
Fortradereceivablesandcontractassets,theGroupappliesthesimplifiedapproachrequiredbyIndAS109,whichrequiresexpectedlifetimelossestoberecognisedfrominitialrecognitionofthe
receivables.
Other than trade receivables
Recognition and initial measurement
Debtsecuritiesissuedareinitiallyrecognisedwhentheyareoriginated.AllotherfinancialassetsandfinancialliabilitiesareinitiallyrecognisedwhentheGroupbecomesapartytothecontractual
provisions of the instrument.
Allotherfinancialassetsarerecognisedinitiallyatfairvalueplus,inthecaseoffinancialassetsnotrecordedatfairvaluethroughprofitorloss,transactioncoststhatareattributabletotheacquisitionof
the financial asset.
Classification and subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at fair value through other comprehensive income (FVOCI)
• Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
• Equity instruments measured at fair value through other comprehensive income (FVOCI)
441Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(f) Financial instruments (cont'd)
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.
Debt instruments at amortised cost A‘debtinstrument’ismeasuredattheamortisedcostifboththefollowingconditions
are met and is not designated as FVTPL:
a)Theassetisheldwithinabusinessmodelwhoseobjectiveistoholdassetsfor
collecting contractual cash flows, and
b)Contractualtermsoftheassetgiveriseonspecifieddatestocashflowsthatare
solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at
amortisedcostusingtheeffectiveinterestrate(EIR)method.Amortisedcostis
calculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesor
coststhatareanintegralpartoftheEIR.TheEIRamortisationisincludedinother
incomeintheRestatedConsolidatedStatementofProfitandLoss.Thelossesarising
fromimpairmentarerecognisedintheRestatedConsolidatedStatementofProfitand
Loss. This category generally applies to trade and other receivables.
Debt instrument at FVTPL FVTPLisaresidualcategoryfordebtinstruments.Anydebtinstrument,whichdoes
notmeetthecriteriaforcategorisationasatamortisedcostorasFVOCI,isclassified
as at FVTPL.
InvestmentsinOptionallyconvertibleredeemablepreferencesharesaremeasuredat
FVTPL
Inaddition,theGroupmayirrevocablyelecttodesignateadebtinstrument,which
otherwisemeetsamortisedcostorFVOCIcriteria,asatFVTPL.However,such
election is allowed only if doing so reduces or eliminates a measurement or
recognition inconsistency (referred to as ‘accounting mismatch’).
DebtinstrumentsincludedwithintheFVTPLcategoryaremeasuredatfairvalue
withallchangesrecognisedinthe RestatedConsolidatedStatementofProfitand
Loss.Theseassetsaresubsequentlymeasuredatfairvalue.Netgainsandlosses,
including any interest or dividend income, are recognised in profit or loss.
TheGroupmakesanassessmentoftheobjectiveofthebusinessmodelinwhichafinancialassetisheldataportfoliolevelbecausethisbestreflectsthewaythebusinessismanagedandinformationis
provided to management.
Derecognition
Afinancialasset(or,whereapplicable,apartofafinancialassetorpartofagroupofsimilarfinancialassets)isprimarilyderecognized(i.e.,removedfromtheGroup’sRestatedConsolidated
Statement of Assets and Liabilities) when:
• The contractual rights to receive cash flows from the asset have expired, or
•TheGrouphastransferreditsrightstoreceivecashflowsfromtheassetorhasassumedanobligationtopaythereceivedcashflowsinfullwithoutmaterialdelaytoathirdpartyundera‘pass-
through’arrangementandeither(a)theGrouphastransferredsubstantiallyalltherisksandrewardsoftheasset,or(b)theGrouphasneithertransferrednorretainedsubstantiallyalltherisksand
rewards of the asset, but has transferred control of the asset.
WhentheGrouphastransferreditsrightstoreceivecashflowsfromanassetorhasenteredintoapass-througharrangement,itevaluatesifandtowhatextentithasretainedtherisksandrewardsof
ownership.Whenithasneithertransferrednorretainedsubstantiallyalloftherisksandrewardsoftheasset,nortransferredcontroloftheasset,theGroupcontinuestorecognisethetransferredassetto
theextentoftheGroup’scontinuinginvolvement.Inthatcase,theGroupalsorecognisesanassociatedliability.Thetransferredassetandtheassociatedliabilityaremeasuredonabasisthatreflectsthe
rights and obligations that the Group has retained.
Financial liabilities
FinancialliabilitiesareclassifiedasmeasuredatamortisedcostorFVTPL.AfinancialliabilityisclassifiedasatFVTPLifitisclassifiedasheld‑for‑trading,oritisaderivativeoritisdesignatedas
suchoninitialrecognition.FinancialliabilitiesatFVTPLaremeasuredatfairvalueandnetgainsandlosses,includinganyinterestexpense,arerecognisedinRestatedConsolidatedStatementofProfit
andLoss.Otherfinancialliabilitiesaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestmethod.InterestexpenseandforeignexchangegainsandlossesarerecognisedinRestated
Consolidated Statement of Profit and Loss. Any gain or loss on derecognition is also recognised in Restated Consolidated Statement of Profit and Loss.
Derecognition
Afinancialliabilityisderecognisedwhentheobligationundertheliabilityisdischargedorcancelledorexpired.Whenanexistingfinancialliabilityisreplacedbyanotherfromthesamelenderon
substantiallydifferentterms,orthetermsofanexistingliabilityaresubstantiallymodified,suchanexchangeormodificationistreatedasthederecognitionoftheoriginalliabilityandtherecognitionof
a new liability. The difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of Profit and Loss.
Offsetting
FinancialassetsandfinancialliabilitiesareoffsetandthenetamountispresentedintheRestatedConsolidatedStatementofAssetsandLiabilitieswhen,andonlywhen,theGroupcurrentlyhasa
legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
Derivative financial instruments and hedge accounting
TheGroupholdsderivativefinancialinstrumentstohedgeitsforeigncurrencyandinterestrateriskexposures.Derivativesareinitiallymeasuredatfairvalue.Subsequenttoinitialrecognition,
derivatives are measured at fair value, and changes therein are generally recognised in the Restated Consolidated Statement of Profit and Loss.
Derivative financial instruments and hedge accounting
TheGroupholdsderivativefinancialinstrumentstohedgeitsforeigncurrencyriskexposures.Derivativesareinitiallyrecognisedatfairvalueonthedateaderivativecontractisenteredintoandare
subsequentlyre-measuredtotheirfairvalueattheendofeachreportingperiod.Theaccountingforsubsequentchangesinfairvaluedependsonwhetherthederivativeisdesignatedasahedging
instrument, and if so, the nature of the item being hedged.
TheGroupdesignatescertainderivativesandnon-derivativefinancialinstrumentsashedginginstrumentsascashflowhedgeswithhighlyprobableforecastedtransactionsarisingfromchangesin
foreign currency risk.
Atinceptionofthehedgerelationship,theGroupdocumentstheeconomicrelationshipbetweenhedginginstrumentsandhedgeditemsincludingthehedgerelationshiptowhichtheGroupwishesto
apply hedge accounting and the risk management objective and strategy for undertaking the hedges.
442Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Cashflow hedges
Theeffectiveportionofthegainorlossonthehedginginstrumentisrecognisedincashflowhedgingreservewithinequity.Thegainorlossrelatingtotheineffectiveportionisrecognisedimmediately
in profit or loss, within other gains/(losses).
Amountsaccumulatedinequityarereclassifiedtoprofitorlossintheperiodswhenthehedgeditemaffectsprofitorloss.However,whenthehedgedforecasttransactionresultsintherecognitionofa
non-financial asset or a non-financial liability, the cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the asset or liability.
Whenahedginginstrumentexpires,orissoldorterminated,orwhenahedgenolongermeetsthecriteriaforhedgeaccounting,anycumulativedeferredgainorlossanddeferredcostsofhedgingin
equityatthattimeremainsinequityuntiltheforecasttransactionoccurs,resultingintherecognitionofanon-financialasset.Whentheforecasttransactionisnolongerexpectedtooccur,thecumulative
gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss within other gains/(losses).
Ifthehedgeratioforriskmanagementpurposesisnolongeroptimalbuttheriskmanagementobjectiveremainsunchangedandthehedgecontinuestoqualifyforhedgeaccounting,thehedge
relationshipwillberebalancedbyadjustingeitherthevolumeofthehedginginstrumentorthevolumeofthehedgeditemsothatthehedgeratioalignswiththeratiousedforriskmanagementpurposes.
Any hedge ineffectiveness is calculated and accounted for in Restated Consolidated Statement of Profit or Loss at the time of the hedge relationship rebalancing.
(g) Impairment
Impairment of non-financial assets
TheGroup’snon-financialassetsotherthaninventoriesanddeferredtaxassets,arereviewedateachreportingdatetodeterminewhetherthereisanyindicationofimpairment.Ifanysuchindication
exists, then the asset’s recoverable amount is estimated.
Forimpairmenttesting,assetsthatdonotgenerateindependentcashinflowsaregroupedtogetherintoacash-generatingunit(CGU).EachCGUrepresentsthesmallestgroupofassetsthatgenerates
cash inflows that are largely independent of the cash inflows of other assets or CGUs.
TherecoverableamountofaCGUisthehigherofitsvalueinuseanditsfairvaluelesscoststosell.Valueinuseisbasedontheestimatedfuturecashflows,discountedtotheirpresentvalueusinga
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU.
TheGroup'scorporateassets(e.g.,officebuildingforprovidingsupporttovariousCGUs)donotgenerateindependentcashinflows.Todetermineimpairmentofacorporateasset,recoverableamount
is determined for the CGUs to which the corporate asset belongs.
AnimpairmentlossisrecognisedifthecarryingamountofanassetorCGUexceedsitsestimatedrecoverableamount.ImpairmentlossisrecognisedintheRestatedConsolidatedStatementofProfit
andLoss.ImpairmentlossrecognisedinrespectofaCGUisallocatedfirsttoreducethecarryingamountofanygoodwillallocatedtotheCGU,andthentoreducethecarryingamountsoftheother
assets of the CGU (or group of CGUs) on a pro rata basis.
Animpairmentlossinrespectofassetsforwhichimpairmentlosshasbeenrecognizedinpriorperiods,theGroupreviewsatreportingdatewhetherthereisanyindicationthatthelosshasdecreasedor
nolongerexists.Animpairmentlossisreversediftherehasbeenachangeintheestimatesusedtodeterminetherecoverableamount.Suchareversalismadeonlytotheextentthattheasset’scarrying
amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Impairment of financial instruments
The Group recognises loss allowances for expected credit losses on:
- financial assets measured at amortised cost; and
- financial assets measured at FVOCI- debt investments.
Ateachreportingdate,theGroupassesseswhetherfinancialassetscarriedatamortisedcostanddebtsecuritiesatFVOCIarecredit‑impaired.Afinancialassetis‘credit‑impaired’whenoneormore
events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit‑impaired includes the following observable data:
- significant financial difficulty of the borrower or;
- a breach of contract such as a default or being past due for 90 days or more;
- the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
- it is probable that the borrower will enter bankruptcy or other financial reorganisation; or
- the disappearance of an active market for a security because of financial difficulties.
The Group measures loss allowances at an amount equal to lifetime expected credit losses, except for the following, which are measured as 12 month expected credit losses:
- debt securities that are determined to have low credit risk at the reporting date; and
- other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial
recognition.
Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
12-monthexpectedcreditlossesaretheportionofexpectedcreditlossesthatresultfromdefaulteventsthatarepossiblewithin12monthsafterthereportingdate(orashorterperiodiftheexpectedlife
of the instrument is less than 12 months).
In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group is exposed to credit risk.
Whendeterminingwhetherthecreditriskofafinancialassethasincreasedsignificantlysinceinitialrecognitionandwhenestimatingexpectedcreditlosses,theGroupconsidersreasonableand
supportableinformationthatisrelevantandavailablewithoutunduecostoreffort.Thisincludesbothquantitativeandqualitativeinformationandanalysis,basedontheGroup’shistoricalexperience
and informed credit assessment and including forward‑looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when:
- the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
- the financial asset is 90 days or more past due.
The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to ‘investment grade’.
Measurement of expected credit losses
Expectedcreditlossesareaprobability‑weightedestimateofcreditlosses.Creditlossesaremeasuredasthepresentvalueofallcashshortfalls(i.e.thedifferencebetweenthecashflowsduetothe
Group in accordance with the contract and the cash flows that the Group expects to receive).
Presentation of allowance for expected credit losses in the balance sheet
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.
Write-off
Thegrosscarryingamountofafinancialassetiswrittenoff(eitherpartiallyorinfull)totheextentthatthereisnorealisticprospectofrecovery.ThisisgenerallythecasewhentheGroupdetermines
thatthedebtordoesnothaveassetsorsourcesofincomethatcouldgeneratesufficientcashflowstorepaytheamountssubjecttothewrite‑off.However,financialassetsthatarewrittenoffcouldstill
be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
443Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(h) Inventories
Inventories which comprise raw materials, work-in-progress, finished goods, stock-in-trade, packing materials, and stores and spares are carried at the lower of cost or net realisable value.
Costofinventoriescomprisesallcostsofpurchase,costsofconversionandothercostsincurredinbringingtheinventoriestotheirpresentlocationandcondition.Costofinventories,otherthanfinished
goodsandwork-in-progress,isdeterminedontheweightedaveragebasis.Costoffinishedgoodsandwork-in-progressincludesthecostofmaterialsdeterminedontheweightedaveragebasisandalso
includes an appropriate portion of allocable overheads.
Netrealisablevalueistheestimatedsellingpriceintheordinarycourseofbusiness,lesstheestimatedcostsofcompletionandtheestimatedcostsnecessarytomakethesale.Thenetrealisablevalueof
work-in-progressisdeterminedwithreferencetothesellingpricesofrelatedfinishedproducts.Rawmaterialsandothersuppliesheldforuseintheproductionoffinishedproductsarenotwrittendown
below cost, except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
(i) Cash and cash equivalents
Cashandcashequivalentscomprisecashatbanksandinhand(includingimprest)andshort-termdepositswithanoriginalmaturityofnotmorethanthreemonths,whicharesubjecttoaninsignificant
risk of changes in value.
(j) Provisions and contingent liabilities
Aprovisionisrecognizedif,asaresultofapastevent,theGrouphasapresentlegalorconstructiveobligationthatcanbeestimatedreliably,anditisprobablethatanoutflowofeconomicbenefitswill
berequiredtosettletheobligation.Iftheeffectofthetimevalueofmoneyismaterial,provisionsaredeterminedbydiscountingtheexpectedfuturecashflowsatapre-taxratethatreflectscurrent
market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Theamountrecognizedasaprovisionisthebestestimateoftheconsiderationrequiredtosettlethepresentobligationatreportingdate,takingintoaccounttherisksanduncertaintiessurroundingthe
obligation.Whensomeoralloftheeconomicbenefitsrequiredtosettleaprovisionareexpectedtoberecoveredfromathirdparty,thereceivableisrecognizedasanassetifitisvirtuallycertainthat
reimbursement will be received and the amount of the receivable can be measured reliably.
Contingentliabilitiesaredisclosedwhenthereisapossibleobligationarisingfrompastevents,theexistenceofwhichwillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormore
uncertainfutureeventsnotwhollywithinthecontroloftheGrouporapresentobligationthatarisesfrompasteventswhereitiseithernotprobablethatanoutflowofresourceswillberequiredtosettle
the obligation or a reliable estimate of the amount cannot be made.
(k) Revenue recognition
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied.
TheGroupmanufacturesandsellsarangeofgoodsinthemarket.Salesarerecognisedwhencontroloftheproductshastransferred,beingwhentheproductsaredeliveredtothedistributors/customers,
thedistributors/customershavefulldiscretionoverthechannelandpricetoselltheproducts,andthereisnounfulfilledobligationthatcouldaffectthedistributors/customers’acceptanceofthe
products.Deliveryoccurswhentheproductshavebeenshippedtothespecificlocation,therisksofobsolescenceandlosshavebeentransferredtothedistributors/customers,andeitherthe
distributors/customershasacceptedtheproductsinaccordancewiththesalescontract,theacceptanceprovisionshavelapsed,ortheGrouphasobjectiveevidencethatallcriteriaforacceptancehave
been satisfied.
Thegoodsareoftensoldwithretrospectivevolume/schemesdiscounts/schemesbasedonaggregatesalesovera12monthperiod.Revenuefromthesesalesisrecognisedbasedonthepricespecifiedin
thecontract,netoftheestimateddiscounts/schemes.Accumulatedexperienceisusedtoestimateandprovideforthediscounts,usingtheexpectedvaluemethod,andrevenueisonlyrecognisedtothe
extentthatitishighlyprobablethatasignificantreversalwillnotoccur.Nosignificantelementoffinancingisdeemedpresentasthesalesaregenerallymadewithacredittermof90days,whichis
consistent with market practice.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
TherevenuefromroyaltyincomeshallberecognisedinaccordancewithIndAS115asandwhenthesubsequentsaleoccurs;ortheperformanceobligationtowhichsomeorallofthesales-based
royalty has been allocated has been satisfied.
Interest income is recognised using the effective interest method.
Dividend income is recognised when the right to receive payment is established.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset
- the amortised cost of the financial liability
Revenue recognized is adjusted for expected returns, which are estimated based on the previous history of sales return.
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444Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(l) Employee benefits
i) Short-term employee benefits
Short-termemployeebenefitobligationsaremeasuredonanundiscountedbasisandareexpensedastherelatedserviceisprovided.Aliabilityisrecognisedfortheamountexpectedto
bepaide.g.,undershort-termcashbonus,iftheGrouphasapresentlegalorconstructiveobligationtopaythisamountasaresultofpastserviceprovidedbytheemployee,andthe
amount of obligation can be estimated reliably.
ii) Defined contribution plans
Adefinedcontributionplanisapost-employmentbenefitplanunderwhichanentitypaysfixedcontributionsintoaseparateentityandwillhavenolegalorconstructiveobligationto
payfurtheramounts.TheGroupmakesspecifiedmonthlycontributionstowardsGovernmentadministeredprovidentfund.Obligationsforcontributionstodefinedcontributionplanis
recognisedasanemployeebenefitexpenseintheRestatedConsolidatedStatementofProfitandLossintheperiodsduringwhichtherelatedservicesarerenderedbyemployees.
Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
iii) Defined benefit plans
Adefinedbenefitplanisapost-employmentbenefitplanotherthanadefinedcontributionplan.TheGroup'sgratuitybenefitschemeisadefinedbenefitplan.TheGroup’snet
obligationinrespectofdefinedbenefitplansiscalculatedbyestimatingtheamountoffuturebenefitthatemployeeshaveearnedinthecurrentandpriorperiods,discountingthat
amount and deducting the fair value of any plan assets. The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method.
Remeasurementsofthenetdefinedbenefitliability,whichcompriseactuarialgainsandlosses,thereturnonplanassets(excludinginterest)arerecognisedinothercomprehensive
income.TheGroupdeterminesthenetinterestexpense(income)onthenetdefinedbenefitliability(asset)fortheperiodbyapplyingthediscountrateusedtomeasurethedefined
benefitobligationatthebeginningoftheannualperiodtothethen-netdefinedbenefitliability(asset),takingintoaccountanychangesinthenetdefinedbenefitliability(asset)duringthe
periodasaresultofcontributionsandbenefitpayments.NetinterestexpenseandotherexpensesrelatedtodefinedbenefitplansarerecognisedinRestatedConsolidatedStatementof
Profit or Loss.
Whenthebenefitsofaplanarechangedorwhenaplaniscurtailed,theresultingchangeinbenefitthatrelatestopastservice(‘pastservicecost’or‘pastservicegain’)orthegainor
loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
iv) Other long-term employee benefits
Theliabilitiesforcompensatedabsencesareexpectedtobesettledwhollywithin12monthsaftertheendoftheperiodinwhichtheemployeesrendertherelatedservice.Theyare
thereforemeasuredasthepresentvalueofexpectedfuturepaymentstobemadeinrespectofservicesprovidedbyemployeesuptotheendofthereportingperiodusingtheprojected
unitcreditmethod.ThisisasperthepolicyoftheHoldingCompany.Thebenefitsarediscountedusingthemarketyieldsattheendofthereportingperiodthathaveterms
approximatingtothetermsoftherelatedobligation.RemeasurementsasaresultofexperienceadjustmentsandchangesinactuarialassumptionsarerecognisedinRestated
Consolidated Statement of Profit & Loss.
v) Share based payments
EmployeesoftheCompanyreceiveremunerationintheformofshare-basedpaymentsinconsiderationoftheservicesrendered,under“CrystalCropProtectionLimited-Employee
StockOptionPlan2011”and“CrystalCropProtectionLimited-EmployeeStockOptionPlan2018”.Undertheequitysettledshare-basedpayment,thefairvalueofoptionsgrantedis
recognizedasanemployeebenefitsexpensewithacorrespondingincreaseinotherequity.Thetotalamounttobeexpensedisdeterminedbyreferencetothefairvalueoftheoptions.
Thetotalexpenseisrecognizedoverthevestingperiod,whichistheperiodoverwhichallofthespecifiedvestingconditionsaretobesatisfied.Uponexerciseofshareoptions,the
proceeds received are allocated to share capital up to the par value of the shares issued with any excess being recorded as share premium.
Forcash-settledshare-basedpayments,thefairvalueoftheamountpayabletoemployeesisrecognisedas‘employeebenefitexpenses’withacorrespondingincreaseinliabilities,over
theperiodofnon-marketvestingconditionsgettingfulfilled.Theliabilityisremeasuredateachreportingperiod/yearupto,andincludingthesettlementdate,withchangesinfairvalue
recognised in employee benefits expenses.
(m)Finance costs
Financecostsconsistofinterestandothercoststhatanentityincursinconnectionwiththeborrowingoffunds.Financecostalsoincludesexchangedifferencestotheextentregardedasanadjustment
tothefinancecosts.Financecoststhataredirectlyattributabletotheconstructionorproductionordevelopmentofaqualifyingassetarecapitalizedaspartofthecostofthatasset.Qualifyingassetsare
assets that necessarily take a substantial period of time to get ready for their intended use or sale. All other finance costs are expensed in the period/ year in which they occur.
Investmentincomeearnedonthetemporaryinvestmentofspecificborrowingspendingtheirexpenditureonqualifyingassetsisdeductedfromthefinancecostseligibleforcapitalization.Anydifference
betweentheproceeds(netoftransactioncosts)andtheredemptionamountisrecognisedintheRestatedConsolidatedStatementofProfitandLossovertheperiodoftheborrowingsusingtheeffective
interest method. Ancillary costs incurred in connection with the arrangement of borrowings are amortised over the period of such borrowings.
Interestexpenseisrecognisedusingtheeffectiveinterestmethod.The‘effectiveinterestrate’istheratethatexactlydiscountsestimatedfuturecashpaymentsorreceiptsthroughtheexpectedlifeofthe
financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
(n) Income tax
Incometaxexpensecomprisescurrentanddeferredtax.ItisrecognisedinRestatedConsolidatedStatementofProfitandLossexcepttotheextentthatitrelatestoabusinesscombination,oritems
recognised directly in equity or in OCI.
i) Current tax
Currenttaxcomprisestheexpectedtaxpayableorreceivableonthetaxableincomeorlossfortheperiod/yearandanyadjustmenttothetaxpayableorreceivableinrespectofprevious
years.Theamountofcurrenttaxpayableorreceivableisthebestestimateofthetaxamountexpectedtobepaidorreceivedafterconsideringuncertaintyrelatedtoincometaxes,ifany.
It is measured using tax rates enacted or substantively enacted by the reporting date.
Current tax assets and liabilities are offset only if, the Group:
a) has a legally enforceable right to set off the recognised amounts; and
b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii) Deferred tax
Deferredtaxisrecognisedinrespectoftaxable/deductibletemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesforfinancialreportingpurposesandtheamounts
used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits.
Deferred tax is not recognised for:
–taxable/ deductible temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor
taxable profit or loss at the time of the transaction;
– taxable/ deductible temporary differences arising on the initial recognition of goodwill.
Deferredtaxassets(DTA)paidinaccordancewiththeIncome-taxAct,1961prevalentinIndia,whichislikelytogivefutureeconomicbenefitsintheformofavailabilityofsetoff
against future income tax liability.
Deferredtaxassetsarerecognisedforunusedtaxlosses,unusedtaxcreditsandtaxable/deductibletemporarydifferencestotheextentthatitisprobablethatfuturetaxableprofitswill
beavailableagainstwhichtheycanbeused.Unrecogniseddeferredtaxassetsarereassessedateachreportingdateandrecognisedtotheextentthatithasbecomeprobablethatfuture
taxableprofitswillbeavailableagainstwhichtheycanbeused.Deferredtaxismeasuredatthetaxratesthatareexpectedtoapplytotheperiodwhentheassetisrealisedortheliability
issettled,basedonthelawsthathavebeenenactedorsubstantivelyenactedbythereportingdate.Themeasurementofdeferredtaxreflectsthetaxconsequencesthatwouldfollow
from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if, the Group:
a) has a legally enforceable right to set off the recognised amounts; and
b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
445Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(o) Leases
The Group’s lease arrangements are primarily in respect of land, buildings/ warehouses and vehicles. Such arrangements are generally for a fixed period but may have extension or termination options.
TheGroupassesseswhetheracontractcontainsalease,atinceptionofacontract.Acontractis,orcontains,aleaseifthecontractconveystherighttocontroltheuseofanidentifiedassetforaperiod
oftimeinexchangeforconsideration.Toassesswhetheracontractconveystherighttocontroltheuseofanidentifiedasset,theGroupassesseswhether:(i)thecontactinvolvestheuseofanidentified
asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.
Asalessee,theGrouprecognisesaright-of-useassetandaleaseliabilityattheleasecommencementdate.Therightof-useassetisinitiallymeasuredatcost,whichcomprisestheinitialamountofthe
leaseliabilityadjustedforanyleasepaymentsmadeatorbeforethecommencementdate,plusanyinitialdirectcostsincurredandanestimateofcoststodismantleandremovetheunderlyingassetorto
restore the underlying asset or the site on which it is located, less any lease incentives received.
Theright-of-useassetissubsequentlydepreciatedusingthestraight-linemethodfromthecommencementdatetotheearlieroftheendoftheusefullifeoftheright-of-useassetortheendofthelease
term.Theestimatedusefullivesofright-of-useassetsaredeterminedonthesamebasisasthoseofpropertyandequipment.Inaddition,theright-of-useassetisperiodicallyreducedbyimpairment
losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the fixed payments.
Theleaseliabilityismeasuredatamortisedcostusingtheeffectiveinterestmethod.Itisremeasuredwhenthereisachangeinfutureleasepaymentsarisingfromachangeinanindexorrate,ifthereis
achangeinGroup'sestimateoftheamountexpectedtobepayableunderaresidualvalueguarantee,oriftheGroupchangesitsassessmentofwhetheritwillexerciseapurchase,extensionor
termination option.
TheGrouphaselectednottorecogniseright-of-useassetsandleaseliabilitiesforshort-termleasesthathavealeasetermof12monthsorlessandleasesoflow-valueassets.TheGrouprecognisesthe
lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(p) Segment reporting
TheoperatingsegmentsusedtopresentsegmentinformationareidentifiedonthebasisofinternalreportsusedbytheGroup’sManagementtoallocateresourcestothesegmentsandassesstheir
performance. The Board of Directors of the Holding Company is collectively the Group’s ‘Chief Operating Decision Maker’ or ‘CODM’ within the meaning of Ind AS 108.
(q) Government grants
GovernmentgrantsforcapitalassetsarerecognisedinitiallyasdeferredincomeatfairvaluewhenthereisreasonableassurancethattheywillbereceivedandtheGroupwillcomplywiththeconditions
associated with the grant; they are then recognised in Restated Consolidated Statement of Profit and Loss as other operating revenue on a systematic basis.
GrantsthatcompensatetheGroupforexpensesincurredarerecognisedinRestatedConsolidatedStatementofProfitandLossasotheroperatingrevenueonasystematicbasisintheperiodsinwhich
such expenses are recognized.
(r) Earnings per share
BasicearningspershareiscomputedbydividingthenetprofitfortheperiodattributabletotheequityshareholdersoftheHoldingCompanybytheweightedaveragenumberofequityshares
outstandingduringtheperiodandadjustedfortreasurysharesheld.Theweightedaveragenumberofequitysharesoutstandingduringtheperiodandforallperiodspresentedisadjustedforevents,
such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.
Forthepurposeofcalculatingdilutedearningspershare,thenetprofitfortheperiod/yearsattributabletoequityshareholdersandtheweightedaveragenumberofsharesoutstandingduringtheperiod/
years is adjusted for the effects of all dilutive potential equity shares.
(s) Measurement of fair values
A number of the accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
TheGrouphasanestablishedcontrolframeworkwithrespecttothemeasurementoffairvalues.Thisincludesafinanceteamthathasoverallresponsibilityforoverseeingallsignificantfairvalue
measurements, including Level 3 fair values.
Thefinanceteamregularlyreviewssignificantunobservableinputsandvaluationadjustments.Ifthirdpartyinformationisusedtomeasurefairvalues,thenthefinanceteamassessestheevidence
obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.
Whenmeasuringthefairvalueofanassetoraliability,theGroupusesobservablemarketdataasfaraspossible.Iftheinputsusedtomeasurethefairvalueofanassetoraliabilityfallintodifferent
levelsofthefairvaluehierarchy,thenthefairvaluemeasurementiscategorisedinitsentiretyinthesamelevelofthefairvaluehierarchyasthelowestlevelinputthatissignificanttotheentire
measurement.
TheGrouprecognisestransfersbetweenlevelsofthefairvaluehierarchyattheendofthereportingperiod/yearduringwhichthechangehasoccurred.Furtherinformationabouttheassumptionsmade
in measuring fair values used in preparing this Restated Consolidated Financial Information is included in the respective notes.
(t) Significant estimates and judgements
ThepreparationofthisRestatedConsolidatedFinancialInformationrequiresmanagementtomakejudgments,estimatesandassumptionsthataffecttheapplicationofaccountingpoliciesandthe
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognizedintheperiodinwhichtheestimatesarerevisedandinanyfutureperiods
affected.Inparticular,informationaboutsignificantareasofestimationuncertaintyandcriticaljudgmentsinapplyingaccountingpoliciesthathavethemostsignificanteffectontheamountsrecognized
in the Restated Consolidated Financial Information is included in the following notes:
Recognition and estimation of tax expense including deferred tax Estimate
Assessment of useful life of property, plant and equipment and intangible assets Estimate
Judgment required to ascertain lease classification, lease term, incremental borrowing rate, lease and non-lease Estimate
component and impairment of ROU
Estimation of assets and obligations relating to employee benefits Estimate
Fair value measurement of financial instruments (including CCD) Estimate
Business combination (including purchase price allocation) Estimate
Measurement of share based payments Estimate
Estimated impairment of financial assets and non-financial assets (goodwill, property, plant and equipment,
Judgements
CWIP, intangibles, intangibles under development)
Valuation of inventories Judgements
Recognition and measurement of contingent liabilities Judgements
Judgment is required to ascertain whether it is probable or not that an outflow of resources embodying economic
Judgements
benefits will be required to settle the taxation disputes and legal claim.
Provisions Judgements
446Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(u) Foreign currency translation
i) Transactions and balances
Transactionsinforeigncurrenciesaretranslatedintothefunctionalcurrencyattheexchangerateatthedatesofthetransactionsoranaveragerateiftheaveragerateapproximatesthe
actual rate at the date of the transaction.
Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedintothefunctionalcurrencyattheexchangerateatthereportingdate.Non-monetaryassetsandliabilities
thataremeasuredatfairvalueinaforeigncurrencyaretranslatedintothefunctionalcurrencyattheexchangeratewhenthefairvaluewasdetermined. Non-monetaryassetsand
liabilitiesthataremeasuredbasedonhistoricalcostinaforeigncurrencyaretranslatedattheexchangerateatthedateofthetransaction.Exchangedifferencesarerecognisedinprofit
or loss, except exchange differences arising from the translation of the following items which are recognised in OCI.
- equity investments at fair value through OCI;
- a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective;
- qualifying cash flow hedges to the extent that the hedges are effective.
ii) Group companies
Theresultsandfinancialpositionofforeignoperations(noneofwhichhasthecurrencyofahyperinflationaryeconomy)thathaveafunctionalcurrencydifferentfromthepresentation
currency are translated into the presentation currency as follows:
• Share capital and opening reserves and surplus are carried at historical cost.
• All assets and liabilities, both monetary and non-monetary (excluding share capital, opening reserves and surplus) are translated using closing rates at Balance Sheet date.
• Profit and Loss items are translated at the annual average rate or the exchange rate that approximates the actual exchange rate on date of specific transaction.
• Contingent liabilities are translated at the closing rates at Balance sheet date.
• All resulting exchange differences are recognised in Other Comprehensive Income.
When a foreign operation is sold, the associated cumulative exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
TheitemsofRestatedConsolidatedCashFlowStatementaretranslatedattherespectiveannualaverageratesortheexchangeratethatapproximatestheactualexchangerateondateof
specific transaction. The impact of changes in exchange rate on cash and cash equivalents held in foreign currency is included in effect of exchange rate changes.
(v) Research and development
Expenditure on research is expensed off under the respective heads of account in the period/ year in which it is incurred.
Expenditureondevelopmentactivities,wherebyresearchfindingsareappliedtoaplanordesignfortheproductionofneworsubstantiallyimprovedproductsandprocesses,iscapitalised,ifthecost
canbereliablymeasured,theproductorprocessistechnicallyandcommerciallyfeasibleandtheGrouphassufficientresourcestocompletethedevelopmentandrighttousetheasset.Theexpenditure
capitalisedincludesthecostofmaterials,directlabourandanappropriateproportionofoverheadsthataredirectlyattributabletopreparingtheassetforitsintendeduse.Otherdevelopmentexpenditure
is recognised in the Restated Consolidated Statement of Profit and Loss as an expense as incurred.
Capitaliseddevelopmentexpenditureisstatedatcostlessaccumulatedamortisationandimpairmentlosses.Fixedassetsusedforresearchanddevelopmentaredepreciatedinaccordancewiththe
Group’s policy as stated above.
MaterialsidentifiedforuseinresearchanddevelopmentprocessarecarriedasinventoriesandchargedtotheRestatedConsolidatedStatementofProfitandLossonconsumptionofsuchmaterialsfor
research and development activities.
(w) Business combination and goodwill
TheGroupaccountsforthebusinesscombinations,otherthanthoseundercommoncontroltransactions,usingtheacquisitionmethodundertheprovisionsofIndAS103,BusinessCombinations,when
controlistransferredtotheGroup.Theconsiderationtransferredintheacquisitionisgenerallymeasuredatfairvalueasatthedatethecontrolisacquired(‘acquisitiondate’),asarethenetidentifiable
assets(tangibleandintangibleassets)acquiredandanynon-controllinginterestintheacquiredbusiness,ifany.Transactioncostsareexpensedasincurred,excepttotheextentrelatedtotheissueof
debt or equity securities.
Goodwillisinitiallymeasuredatcost,beingtheexcessoftheaggregateoftheconsiderationtransferredoverthenetidentifiableassetsacquiredandliabilitiesassumed.Ifthefairvalueofthenetassets
acquiredisinexcessoftheaggregateconsiderationtransferred,theGroupre-assesseswhetherithascorrectlyidentifiedalloftheassetsacquiredandalloftheliabilitiesassumedandreviewsthe
proceduresusedtomeasuretheamountstoberecognizedattheacquisitiondate.Ifthereassessmentstillresultsinanexcessofthefairvalueofnetassetsacquiredovertheaggregateconsideration
transferred,thenthegainisrecognizedinOtherComprehensiveIncome(‘OCI’)andaccumulatedinequityascapitalreserve.However,ifthereisnoclearevidenceofbargainpurchase,theentity
recognises the gain directly in equity as capital reserve, without routing the same through OCI.
Any goodwill that arises is tested for impairment at least on an annual basis, based on a number of factors, including operating results, business plans and future cash flows.
Theconsiderationtransferreddoesnotincludeamountsrelatedtothesettlementofpre-existingrelationshipswiththeacquirer.Suchamountsaregenerallyrecognizedinthe RestatedConsolidated
Statement of profit and loss.
(x) Dividend distribution
The Holding Company recognizes a liability to make the payment of dividend to owners of equity, when the distribution is authorised and the distribution is no longer at the discretion of the Holding
Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognized directly in equity.
(y) Treasury shares
Ownequityinstrumentsthatarereacquired(treasuryshares)arerecognisedatcostanddeductedfromequity.Nogainorlossisrecognisedinprofitorlossonthepurchase,sale,issueorcancellationof
the Group’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in other equity.
(z) Recent accounting pronouncements
MinistryofCorporateAffairs(“MCA”)notifiesnewstandardsoramendmentstotheexistingstandardsunderCompanies(IndianAccountingStandards)Rulesasissuedfromtimetotime.Duringthe
yearended31March2025,MCAhasnotifiedIndAS117-InsuranceContractsandamendmentstoIndAS116–Leases,relatingtosaleandleasebacktransactions,applicablefrom01April2024.
The Holding Company has assessed that there is no significant impact on its Restated Consolidated Financial Information.
On09May2025,MCAnotifiestheamendmentstoIndAS21-EffectsofChangesinForeignExchangeRates.Theseamendmentsaimtoprovideclearerguidanceonassessingcurrency
exchangeabilityandestimatingexchangerateswhencurrenciesarenotreadilyexchangeable.Theamendmentsareeffectiveforannualperiodsbeginningonorafter01April2025.TheHolding
Company is currently assessing the probable impact of these amendments on its Restated Consolidated Financial Information.
447Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(za)Recent accounting pronouncements
(A) Amendment to Accounting Standards (Ind AS) issued but not yet effective
The Ministry of Corporate Affairs notifies new standards or amendment to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. There is amendment to
‘Ind AS 1 - Classification of Liabilities’ and certain provisions (e.g., paragraphs 74, 75, 75A, and 76) will be applicable from 1 April 2026.
(B) Standards issued/amended and became effective
TheMinistryofCorporateAffairsnotifiednewstandardsoramendmenttoexistingstandardsunderCompanies(IndianAccountingStandards)Rulesasissuedfromtimetotime.TheHolding
Company has applied following amendments for the first-time during the current period which are effective from 1 April 2025:
Amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates
TheEffectsofChangesinForeignExchangeRatesspecifyhowanentityshouldassesswhetheracurrencyisexchangeableandhowitshoulddetermineaspotexchangeratewhenexchangeabilityis
lacking.Theamendmentsalsorequiredisclosureofinformationthatenablesusers tounderstandhowthecurrencynotbeingexchangeableintotheothercurrencyaffects,orisexpectedtoaffect,
the entity's financial performance, financial position and cash flows.
Amendments to Ind AS 1 - Classification of Liabilities
TheamendmentstoIndAS1clarifytheclassificationofliabilitiesascurrentornon-current,particularlyinthecontextofloanarrangementsandcovenantbreaches.Anentitymusthaveasubstantive
righttodefersettlementforatleast12monthsafterthereportingperiod.Breachofamaterialcovenantbeforethereportingdateresultsinclassificationascurrentunlessagraceperiodisgrantedbythe
lender before the reporting date. Disclosure of covenant terms and potential compliance risks is required.
Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
Theamendmentsintroducenewdisclosurerequirementsforsupplierfinancearrangements.Entitiesarerequiredtodisclosethetermsandconditionsofsucharrangements,thecarryingamountsof
liabilities under these arrangements, payment due date ranges, and non-cash changes. Comparative disclosures are not required for periods prior to adoption.
Amendments to Ind AS 10 – Events After Reporting Period
Theamendmentsclarifythatcovenantbreachesandrectificationsoccurringafterthereportingdateareconsiderednon-adjustingevents.Thisensuresthatsucheventsdonotaffecttheclassificationof
liabilities as of the reporting date.
TheGrouphas reviewedthenewpronouncementsandbasedonitsevaluationhasdeterminedthattheseamendmentsdonothaveasignificantimpactontheRestatedConsolidatedFinancial
Information.
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448Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
3 Property, plant and equipment
Freehold Buildings Leasehold Plant and Office Furniture and Vehicles Computer Total
Land improvements machinery equipment fixtures hardware
Gross carrying value
922.31 788.37 100.61 1,412.59 62.24 179.02 87.23 63.46 3,615.83
Balance as at 01 April 2022
Additions - 50.70 - 343.82 10.24 31.24 54.60 25.14 515.74
Disposals - - - (10.54) (0.50) (0.28) (16.08) (1.31) ( 28.71)
Balance as at 31 March 2023 922.31 839.07 100.61 1,745.87 7 1.98 209.98 125.75 87.29 4,102.86
Additions 4.20 49.75 - 103.58 3 .66 12.72 19.42 34.21 227.54
Disposals (336.30) (0.06) - (15.32) (0.27) (6.03) (16.19) (31.10) ( 405.27)
Balance as at 31 March 2024 590.21 888.76 100.61 1,834.13 7 5.37 216.67 128.98 90.40 3,925.13
Additions through business
65.36 195.27 - 135.03 4 .20 15.85 43.69 4.71 464.11
combination (refer note 55(iii))
Additions 3.20 5.50 - 464.32 6 .29 68.52 29.58 20.24 597.65
Disposals (6.69) - - (49.08) (0.54) (0.32) (3.62) (1.14) ( 61.39)
Balance as at 31 March 2025 652.08 1,089.53 100.61 2,384.40 8 5.32 300.72 198.63 114.21 4,925.50
Additions - 17.85 - 50.31 0 .64 3.23 22.40 10.73 105.16
Disposals - - - (9.92) (0.02) - - (0.78) ( 10.72)
Balance as at 30 September 2025 652.08 1,107.38 100.61 2,424.79 8 5.94 303.95 221.03 124.16 5,019.94
Accumulated depreciation
Balance as at 01 April 2022 - 174.68 71.55 469.65 5 4.42 104.81 53.63 43.88 972.62
Depreciation for the year - 60.48 10.53 232.77 4 .51 26.09 20.94 15.98 371.30
Disposals - - - (9.32) (0.35) (0.11) (12.60) (1.12) ( 23.50)
Balance as at 31 March 2023 - 235.16 82.08 693.10 5 8.58 130.79 61.97 58.74 1,320.42
Depreciation for the year - 62.20 4.59 226.21 6 .01 24.34 24.03 19.84 367.22
Disposals - (0.01) - (10.79) (0.26) (0.51) (13.61) (28.95) ( 54.13)
Balance as at 31 March 2024 - 297.35 86.67 908.52 6 4.33 154.62 72.39 49.63 1,633.51
Additions through business
- 75.90 - 91.40 3 .32 11.19 22.27 4.35 208.43
combination (refer note 55(iii))
Depreciation for the year - 61.23 0.31 229.61 4 .82 24.68 26.23 26.17 373.05
Disposals - - - (45.75) (0.47) (0.29) (3.12) (0.90) ( 50.53)
Balance as at 31 March 2025 - 434.48 86.98 1,183.78 7 2.00 190.20 117.77 79.25 2,164.46
Depreciation for the period - 34.71 0.21 130.23 2 .36 14.81 13.61 10.85 206.78
Disposals - - - (8.18) (0.01) - - (0.70) ( 8.89)
Balance as at 30 September 2025 - 469.19 87.19 1,305.83 7 4.35 205.01 131.38 89.40 2,362.35
Carrying amount (net)
As at 31 March 2023 922.31 603.91 18.53 1,052.77 1 3.40 79.19 63.78 28.55 2,782.44
As at 31 March 2024 590.21 591.41 13.94 925.61 1 1.04 62.05 56.59 40.77 2,291.62
As at 31 March 2025 652.08 655.05 13.63 1,200.62 1 3.32 110.52 80.86 34.96 2,761.04
As at 30 September 2025 652.08 638.19 13.42 1,118.96 1 1.59 98.94 89.65 34.76 2,657.59
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449Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
3 Property, plant and equipment (cont'd)
Footnotes
1 Title deed not held in the name of the Holding Company:
Gross carrying amount
Relevant line item in theDescription of item of As at 30 As at 31 As at 31 As at 31 Title deed held in the name Whethertitledeedholder isaProperty heldReasonfornotbeingheldinthe
Restated Consolidatedproperty September March 2025 March 2024 March 2023 of promotor,directororrelativeofsince which date name of Company
Statement of Asset and 2025 promotor/director or employee
Liabilities of promotor/director
Property, plant and equipment Property at Gill Road CrystalPhosphatesLimited, No 02 August 2011 These properties were acquired
Ludhiana, Punjab: apromotergroupcompany, pursuant to a scheme of
(merged with Crystal Crop amalgamationandcontinuedtobe
Protection Limited as per registered in the name of
Demerger order dated 02 amalgamatingcompany.However,
August 2011) the deed of Demerger has been
registered by the Holding
Company.
Freehold land 1.98 1.98 1.98 1.98
Building 6.51 6.51 6.51 6.51
Property, plant and equipment Property at District- Rohini Seeds Private No 27 October 2017 These properties were acquired
Nalgonda, Telangana: Limited, a promoter group pursuant to a scheme of
company, (merged with amalgamationandcontinuedtobe
Crystal Crop Protection registered in the name of
Limited as per Demerger amalgamating company.
order dated 27 October However,the deed ofDemerger
2017) hasbeenregisteredbytheHolding
Company.
Freehold land 9.44 9.44 9.44 9.44
Building 21.89 21.89 21.89 21.89
Property, plant and equipment Property at District- RohiniBioseeds&Agritech No 27 October 2017 These properties were acquired
Nalgonda, Telangana: PrivateLimited,apromoter pursuant to a scheme of
group company, (merged amalgamationandcontinuedtobe
withCrystalCropProtection registered in the name of
Limited as per Demerger amalgamating company.
order dated 27 October However,the deed ofDemerger
2017) hasbeenregisteredbytheHolding
Company.
Freehold land 1.89 1.89 1.89 1.89
Building 6.94 6.94 6.94 6.94
Property, plant and equipment Property at Tamil Nadu 0.25 0.25 0.25 0.25Redson Crop Care Private No 27 October 2017 This property was acquired
Land Limited, a promoter group pursuant to a scheme of
company, (merged with amalgamationandcontinuedtobe
Crystal Crop Protection registered in the name of
Limited as per Demerger amalgamating company.
order dated 27 October However,the deed ofDemerger
2017) hasbeenregisteredbytheHolding
Company.
Property, plant and equipment Property at Kondakal, Hybrid Rice International No 30 November This property was acquired by
District-Ranga reddy, Limited 2021 businesscombinationfromBayer
Telangana Bioscience Private Limited
(“seller”),however,thepropertyis
registered in the name of the
parentcompanyoftheseller.The
Holding Companyhas registered
businesspurchaseagreementwith
BayerBiosciencePrivateLimited
and registration is in under
process.
Freehold land4 140.21 140.21 140.21 475.98
Building 0.03 0.03 0.03 0.03
2 Refer note 20 and 25 for securities/mortgage on above assets.
3 Refer note 39 for capital commitment.
4 Fortheyearended31March2023,freeholdlandof20.17acresoftotal28.60acreswasregisteredinthenameoftheHoldingCompanyhavingbookvalueofRs.335.77millionwassoldvidesaleagreementdated26October2023
amounting to Rs. 367.19 million after incurring stamp duty registration cost of Rs. 25.25 million.
5 The Group has not revalued its property, plant and equipment for the six months period ended 30 September 2025 and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023.
(This space has been intentionally left blank)
450Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
3A Investment property
Land Buildings Total
Gross carrying values
Balance as at 01 April 2025 - - -
Additions 40.14 8.51 48.65
Disposals - - -
Balance as at 30 September 2025 4 0.14 8.51 48.65
Accumulated depreciation
Balance as at 01 April 2025 - - -
Depreciation for the period - 0.02 0.02
Disposals - - -
Balance as at 30 September 2025 - 0.02 0.02
Net carrying amount
As at 30 September 2025 4 0.14 8.49 48.63
Note:
(i) The Holding Company has acquired the investment properties during the six months period ended 30 September 2025 only at a fair valuation. Hence, the Holding Company has not
conducted fair valuation again as on 30 September 2025.
(ii) The Holding Company has all legal rights over it's immovable properties and all the immovable properties are in the name of the Holding Company.
(iii) There is no rental income derived from the investment property (included in other income) during the six months period ended 30 September 2025.
(This space has been intentionally left blank)
451Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
4 Right-of -use assets (ROU)
Leasehold land Buildings Vehicles Total
Gross carrying value
Balance as at 01 April 2022 113.99 3 68.02 107.54 589.55
Additions - - 47.02 47.02
Disposals - - - -
Balance as at 31 March 2023 113.99 3 68.02 154.56 636.57
Additions - - 5.23 5.23
Disposals - - ( 0.74) ( 0.74)
Balance as at 31 March 2024 113.99 3 68.02 159.05 641.06
Additions through business combination (refer note
55(iii)) 14.98 3 3.53 - 48.51
Additions - 1 4.21 64.26 78.47
Disposals - - ( 0.75) ( 0.75)
Balance as at 31 March 2025 128.97 4 15.76 222.56 767.29
Additions (including modification) 0.08 8 6.95 12.31 99.34
Disposals ( 2.65) - ( 106.52) ( 109.17)
Balance as at 30 September 2025 126.40 5 02.71 128.35 757.46
Accumulated depreciation
Balance as at 01 April 2022 11.09 4 5.40 53.51 110.00
Depreciation for the year 2.83 1 5.34 29.89 48.06
Disposals - - - -
Balance as at 31 March 2023 13.92 6 0.74 83.40 158.06
Depreciation for the year 2.71 1 5.02 33.11 50.84
Disposals - - ( 0.45) ( 0.45)
Balance as at 31 March 2024 16.63 7 5.76 116.06 208.45
Additions through business combination (refer note
55(iii)) 2.11 7 .57 - 9.68
Depreciation for the year 4.87 2 3.23 32.93 61.03
Disposals - - ( 0.37) ( 0.37)
Balance as at 31 March 2025 23.61 1 06.56 148.62 278.79
Depreciation for the period 9.69 1 7.24 16.06 42.99
Disposals ( 2.59) - ( 106.38) ( 108.97)
Balance as at 30 September 2025 30.71 1 23.80 58.30 212.81
Carrying amount (net)
As at 31 March 2023 100.07 307.28 71.16 478.51
As at 31 March 2024 97.36 292.26 42.99 432.61
As at 31 March 2025 105.36 309.20 73.94 488.50
As at 30 September 2025 95.69 378.91 70.05 544.65
Note: Refer note 21 for the lease liabilities details.
(This space has been intentionally left blank)
452Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
5 Goodwill and Other intangible assets
Brands Computer Product Know how License Work force Customer Non compete Total other Goodwill* Total
Software registration patents enablements relationship agreement intangible assets Intangible
Asset
Gross carrying value
Balance as at 01 April 2022 4,604.95 81.21 65.30 - 1 0.47 26.42 34.47 8.26 4,831.08 40.90 4,871.98
Additions, separately acquired - 2.99 - - - - - - 2.99 - 2.99
Additions, internally developed - - 15.23 - - - - - 15.23 - 15.23
Disposals - - - - - - - - - - -
Balance as at 31 March 2023 4 ,604.95 8 4.20 8 0.53 - 10.47 2 6.42 3 4.47 8.26 4 ,849.30 4 0.90 4 ,890.20
Additions, separately acquired 618.83 6.64 - - - - - - 625.47 - 625.47
Additions, internally developed - 9.80 37.39 - - - - - 47.19 - 47.19
Acquisitions through business combination
429.50 - - - - - - - 429.50 25.40 454.90
(refer note 55 (iv))
Disposals - ( 1.67) - - - - - - (1.67) - (1.67)
Balance as at 31 March 2024 5 ,653.28 9 8.97 1 17.92 - 10.47 2 6.42 3 4.47 8.26 5 ,949.79 6 6.30 6 ,016.09
Additions, separately acquired# 282.43 6.11 120.50 4 ,336.55 - - - - 4,745.59 - 4,745.59
Additions, internally developed - 2.51 22.81 - - 25.32 - 25.32
Additions through business combination
1,383.72 - - - - 24.10 - 38.29 1,446.11 1 92.69 1,638.80
(refer note 55 (iii))
Disposals - ( 0.14) - - - - - - (0.14) - (0.14)
Balance as at 31 March 2025 7 ,319.43 1 07.45 2 61.23 4,336.55 10.47 5 0.52 3 4.47 4 6.55 1 2,166.67 258.99 1 2,425.66
Additions, separately acquired 4.24 0.80 8.78 - - - - - 13.82 - 13.82
Additions, internally developed - 2 6.20 2 8.53 - - - - - 54.73 - 54.73
Balance as at 30 September 2025 7 ,323.67 1 34.45 2 98.54 4,336.55 10.47 5 0.52 3 4.47 4 6.55 1 2,235.22 258.99 1 2,494.21
Accumulated amortisation and impairment
Balance as at 01 April 2022 1,079.50 61.17 23.87 1 0.47 4.40 18.46 4.39 1,202.26 - 1,202.26
Amortisation for the year 460.53 9.59 10.50 - 13.21 7.92 1.91 503.66 - 503.66
Disposals - - - - - - - - - - -
Balance as at 31 March 2023 1 ,540.03 7 0.76 3 4.37 - 10.47 1 7.61 2 6.38 6.30 1 ,705.92 - 1 ,705.92
Amortisation for the year 508.02 7.83 17.05 - - - 3.99 0.97 537.86 - 537.86
Disposals - ( 1.51) - - - - - - (1.51) - (1.51)
Balance as at 31 March 2024 2 ,048.05 7 7.08 5 1.42 - 10.47 1 7.61 3 0.37 7.27 2 ,242.27 - 2 ,242.27
Amortisation for the year 633.83 5.50 25.78 1 68.03 - - 2.02 2.07 837.23 - 837.23
Impairment for the year - - - - - - - - - 1.73 1.73
Disposals - ( 0.14) - - - - - - (0.14) - (0.14)
Balance as at 31 March 2025 2 ,681.88 8 2.44 7 7.20 168.03 10.47 1 7.61 3 2.39 9.34 3 ,079.36 1 .73 3 ,081.09
Amortisation for the period 375.32 6.74 20.74 3 10.76 - - 0.38 0.14 714.08 - 714.08
Disposals - - - - - - - - - - -
Balance as at 30 September 2025 3 ,057.20 8 9.18 9 7.94 478.79 10.47 1 7.61 3 2.77 9.48 3 ,793.44 1 .73 3 ,795.17
Carrying amount (net)
As at 31 March 2023 3 ,064.92 1 3.44 4 6.16 - - 8 .81 8 .09 1.96 3 ,143.38 4 0.90 3 ,184.28
As at 31 March 2024 3 ,605.23 2 1.89 6 6.50 - - 8 .81 4 .10 0.99 3 ,707.52 6 6.30 3 ,773.82
As at 31 March 2025 4,637.55 25.01 184.03 4,168.52 - 32.91 2.08 37.21 9,087.31 257.26 9,344.57
As at 30 September 2025 4,266.47 45.27 200.60 3,857.76 - 32.91 1.70 37.07 8,441.78 257.26 8,699.04
#Includes intangibles acquired from Bayer (Refer note 55 (i))
*TheGroupperformstestforgoodwillimpairmentatleastannuallyorifindicatorsofimpairmentarise,suchastheeffectsofobsolescence,demand,competitionandothereconomicfactorsoronoccurrenceofaneventor
changeincircumstancesthatwouldmorelikelythannotreducethefairvaluebelowitscarryingamount.Duringthesixmonthsendedperiod30September2025,themanagementhasreviewedthecarryingvalueofitsgoodwill
againsttherecoverableamountsofthecashgeneratingunit,usinginternalandexternalinformationavailable.Basisthat,noimpairmentofgoodwillhasbeenrecordedonSaffireCGUforthesixmonthsperiodended30
September 2025 (31 March 2025: Rs. 1.73 Million, 31 March 2024: Nil, 31 March 2023: Nil).
Goodwill arising on business combination
Goodwillincludesgoodwillarisingonbusinesscombinationintheconsolidatedfinancialstatements.Goodwillistestedforimpairmentonanannualbasisandwheneverthereisanindicationthattherecoverableamountisless
thanitscarryingamountbasedonanumberoffactorsincludingbusinessplan,operatingresults,futurecashflowsandeconomicconditions.Therecoverableamountisdeterminedbasedonhigherofvalueinuseandfairvalue
lesscosttosell.TheGroupgenerallyusesdiscountedfreecashflowsmethodtodeterminetherecoverableamount.Thesediscountedcashflowcalculationsusefive-yearprojectionsthatarebasedonfinancialforecasts.Cash
flow projections take into account past experience and represent management's best estimate about future developments.
Goodwill impairment
For the purpose of impairment testing, goodwill of Rs. 258.99 Million (31 March 2025: Rs. 258.99 Million, 31 March 2024: Rs. 66.30 Million, 31 March 2023: Rs. 40.90 Million) has been allocated to the Company's CGU.
TherecoverableamountoftheCGUshavebeendeterminedbasedonthevalueinuse,determiningbydiscountingthefuturecashflowstobegeneratedfromthecontinuinguseoftheCGU.DiscountratesreflectManagement's
estimate of risk specific to each CGU. The key assumptions used in the estimation of the recoverable amount are set out below:
Growth Rate Discount Growth Rate Discount rate Growth Rate Discount rate Growth Rate Discount rate
* rate * ** * ** * **
**
Cash Generating units (CGU)
30
30 September
September 31 March 2025 31 March 2025 31 March 2024 31 March 2024 31 March 2023 31 March 2023
2025
2025
Seeds business 4% 22.50% 0.20% 25.00% 4%-5% 8%-10% 4% - 5% 8% - 10%
Saffire 0.10%-0.25% 20.00% 0.10%-0.25% 20.00% 0.10%-0.25% 20.00% 0.10%-0.25% 20.00%
* Long term growth rate has been taken basis on overall economic growth rate, industry trend & expected long term inflation in India.
** It has been determined basis risk free rate of return adjusted for equity risk premium.
Sensitivity Analysis:
Themanagementbelievethatanyreasonablypossiblechangeinthekeyassumptionsonwhichtherecoverableamountisbasedwouldnotcausetheaggregatecarryingamounttoexceedtheaggregaterecoverableamountofthe
related CGU and considering the size of Group, the goodwill is not material, hence further disclosures have not been made.
(This space has been intentionally left blank)
453Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
6 Capital work-in-progress
Particulars As at 30 September As at 31 March As at 31 March As at 31 March
2025 2025 2024 2023
Balance at the beginning 5 90.00 2 44.21 5 3.34 1 65.03
Additions 1 70.40 7 35.35 2 89.16 2 34.74
Transferred to property, plant and equipment (Refer note 3) (22.48) (389.56) (98.11) (344.20)
Impaired - - (0.18) (2.23)
Balance at the end 7 37.92 5 90.00 2 44.21 5 3.34
Ageing schedule of capital work-in-progress as on 30 September 2025
Amount in capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 5 11.11 2 04.83 19.08 2.90 7 37.92
Projects temporarily suspended - - - - -
Ageing schedule of capital work-in-progress as on 31 March 2025
Amount in capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 4 31.47 1 36.55 19.08 2.90 5 90.00
Projects temporarily suspended - - - - -
Ageing schedule of capital work-in-progress as on 31 March 2024
Amount in capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 2 15.65 25.66 2.90 - 2 44.21
Projects temporarily suspended - - - - -
Ageing schedule of capital work-in-progress as on 31 March 2023
Amount in capital work-in-progress for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 4 9.65 2.90 0.79 - 53.34
Projects temporarily suspended - - - - -
Capital work-in-progress, whose completion is overdue or exceeded its cost compared to its original plan as on 30 September 2025
Project Name Less than 1 year 1-2 years 2-3 years More than 3 Years Total
Project 1 1 2.26 8 2.66 1 3.11 2 .90 1 10.93
Project 3 2 4.79 3 5.91 1 .32 - 62.02
Project 4 2 6.81 3 3.96 - - 60.77
Project 5 1 1.40 4 0.40 - - 51.80
Project 6 2 .90 - - - 2.90
Project 7 6 9.94 1 0.39 - - 80.33
Project 8 4 .97 1 .51 - - 6.48
Project 9 4 3.52 - - - 43.52
Project 10 4 .58 - - - 4.58
Project 15 5 .09 - 4 .65 - 9.74
Total 2 06.26 2 04.83 19.08 2.90 4 33.07
Capital work-in-progress, whose completion is overdue or exceeded its cost compared to its original plan as on 31 March 2025
Project Name Less than 1 year 1-2 years 2-3 years More than 3 Years Total
Project 1 1 2.26 7 5.63 1 3.11 2 .90 1 03.90
Project 3 2 1.43 2 4.38 1 .32 - 47.13
Project 4 2 1.38 2 1.32 - - 42.70
Project 8 6 .30 - - - 6.30
Project 9 4 0.10 4 .57 - - 44.67
Project 11 6 3.51 3 .18 - - 66.69
Project 12 4 6.08 3 .05 - - 49.13
Project 14 2 .90 2 .66 - - 5.56
Project 15 0 .01 - 4 .65 - 4.66
Project 16 4 .67 1 .77 - - 6.44
Project 18 2 2.20 - - - 22.20
Project 19 2 .71 - - - 2.71
Total 2 43.55 1 36.56 19.08 2 .90 4 02.09
454Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Capital work-in-progress, whose completion is overdue or exceeded its cost compared to its original plan as on 31 March 2024
Project Name Less than 1 year 1-2 years 2-3 years More than 3 Years Total
Project 1 7 5.63 1 3.11 2 .90 - 91.64
Project 2 3 2.64 - - - 32.64
Project 3 2 4.38 1 .32 - - 25.70
Project 4 2 1.32 - - - 21.32
Project 5 1 7.76 - - - 17.76
Project 6 9 .95 - - - 9.95
Project 7 8 .04 - - - 8.04
Project 8 5 .45 - - - 5.45
Project 9 4 .57 - - - 4.57
Project 12 3 .05 - - - 3.05
Project 13 3 .00 - - - 3.00
Project 14 2 .66 - - - 2.66
Others 3 .65 - - - 3.65
Total 2 12.10 14.43 2.90 - 2 29.43
Capital work-in-progress, whose completion is overdue or exceeded its cost compared to its original plan as on 31 March 2023
Project Name Less than 1 year 1-2 years 2-3 years More than 3 Years Total
Project 1 1 3.11 2 .90 - - 1 6.01
Refer note 20 and 25 for securities/mortgage on above assets.
7 Intangible assets under development
As at 30 September As at 31 March As at 31 March As at 31 March
Particulars
2025 2025 2024 2023
Balance at the beginning 3 25.71 2 40.79 1 90.80 1 34.51
Additions 6 0.55 1 10.24 9 7.18 7 1.52
Transferred to Intangible assets (54.73) (25.32) (47.19) (15.23)
Balance at the end 3 31.53 3 25.71 2 40.79 1 90.80
Intangiblesunderdevelopmentmajorlyincludesstudiesrelatedtoproductregistrationswhicharestillunderprogress.Thesestudiesareforthoseproductswheretechnicalfeasibility
has been established. Once development has been completed, these are transferred to intangible assets and amortisation are carried accordingly.
7.1 Ageing schedule of Intangible assets under development as on 30 September 2025
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 7 5.76 1 39.31 6 6.50 4 9.96 3 31.53
Projects temporarily suspended - - - - -
Ageing schedule of Intangible assets under development as on 31 March 2025
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 9 1.15 8 8.83 6 6.81 7 8.92 3 25.71
Projects temporarily suspended - - - - -
Ageing schedule of Intangible assets under development as on 31 March 2024
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 9 5.06 6 7.25 3 7.00 4 1.48 2 40.79
Projects temporarily suspended - - - - -
Ageing schedule of Intangible assets under development as on 31 March 2023
Amount in intangible assets under development for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 Years
Projects in progress 7 4.45 3 3.07 2 2.58 6 0.70 1 90.80
Projects temporarily suspended - - - - -
7.2 Intangible assets under development, whose completion is overdue or exceeded its cost compared to its original plan as on 30 September 2025
Project Name Less than 1 year 1-2 years 2-3 years More than 3 Years Total
Project 1 - 1 .32 - - 1 .32
Project 3 - 0 .23 - - 0 .23
Project 4 - 2 .00 - - 2 .00
Project 5 - 1 .00 - - 1 .00
Total - 4 .55 - - 4 .55
455Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Intangible assets under development, whose completion is overdue or exceeded its cost compared to its original plan as on 31 March 2025
Project Name Less than 1 year 1-2 years 2-3 years More than 3 Years Total
Project 1 1 .59 - - - 1 .59
Project 3 0 .56 - - - 0 .56
Project 4 0 .80 1 .20 - - 2 .00
Project 5 0 .30 0 .70 - - 1 .00
Project 6 2 6.20 - - - 2 6.20
Total 2 9.45 1 .90 - - 3 1.35
Intangible assets under development, whose completion is overdue of exceeded its cost compared to its original plan as at 31 March 2024 and 31 March 2023.
There are no projects as on the reporting date under Intangible assets under development where completion is overdue or has exceeded its cost compared to its original plan.
(This space has been intentionally left blank)
456Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
8 Investments
Investments carried at amortised cost
Unquoted Current
Investment Securities No. of units Value (each) Amount
As at 30 As at 31 As at 31 March As at 31 As at 30 As at 31 As at 31 As at 31 As at 30 As at 31 As at 31 As at 31
September 2025 March 2025 2024 March 2023 September 2025 March 2025 March 2024 March 2023 September 2025 March 2025 March 2024 March 2023
Commercial Paper Yes Securities (India) Limited - - 100 200 - - 5 ,00,000 5 ,00,000 - - 3 93.37 9 9.10
Commercial Paper Nuvama Wealth & Investment Limited - - 800 - - - 5 ,00,000 - - - 3 86.20 -
Fixed Deposit SMC Global Securities Limited - - - - - - - - - - 2 65.50 2 05.00
Quoted
Commercial Paper Piramal Enterprises Limited - - 500 - - - 5 ,00,000 - - - 2 46.48 -
Commercial Paper Time TechnoPlast Limited - - 300 - - - 5 ,00,000 - - - 1 43.67 -
Commercial Paper Motilal Oswal Financial Services Limited - - 400 - - - 5 ,00,000 - - - 1 99.15 -
Bonds Shri Ram Finance Limited - - 1500 - - - 5 ,00,000 - - - 1 50.00 -
- - 1 ,784.37 3 04.10
Investments carried at fair value through profit or loss
Mutual Funds Axis Money Market Fund Direct Growth 2,01,344.25 2 ,01,344.25 1,415.96 1 ,415.96 - - 7 48.22 2 85.10 - -
Mutual Funds Nippon India Money Market Fund - Direct - 3 4,537.19 - - - 4 ,121.93 - - - 1 42.36 - -
Growth Plan Growth Option (LQAGG)
Mutual Funds Nippon India Mutual Fund - - - 1 8,183.85 5 ,506.94 1 00.14
Mutual Funds ICICI Prudential CRISIL-IBX Financial 1,10,69,565.65 99,99,500.03 - - 1 0.40 1 0.04 - - 1 15.14 1 00.36 - -
Services 3-6 Months Debt Index Fund-DP-
Growth
Mutual Funds Kotak CRISIL-IBX AAA Financial Services 92,75,629.87 - - - 1 0.96 - - - 1 01.66 - - -
Index - Sep 2027 Fund Direct Plan -
Growth
Mutual Funds Axis CRISIL-IBX Financial Services 3-6 49,99,750.01 - - - 1 0.01 - - - 5 0.06 - - -
Months Debt Index Fund Direct Growth
Mutual Funds Nippon India Low Duration Fund - Direct 54,775.60 9 9,416.91 - - 4,041.74 3 ,885.34 - - 2 21.39 3 86.27 - -
Growth Plan Growth Option (LPAGG)
Mutual Funds Mirae Asset Mutual Fund - Direct Plan - - 39,406.73 7 6,054.34 - - 2 ,550.29 2 ,376.59 - - 1 00.50 1 80.75
Mutual Funds Mirae asset mutual fund - Direct Plan - - 2,10,080.76 - - - 1 ,201.41 - - - 2 52.39 -
Growth
Mutual Funds HDFC CRISIL-IBX Fin Services 3-6 1,46,76,800.73 - - - 1 0.28 - - - 1 50.92 - - -
months Debt Index Fund Direct Growth
Mutual Funds HDFC Money Market Fund - Direct Plan - 2,820.36 6 ,561.21 9,457.60 - 5,930.91 5 ,716.83 5 ,300.04 - 1 6.73 3 7.51 5 0.13 -
Growth Option
Mutual Funds HDFC Long Duration Debt Fund - Direct - 4,49,89,955.84 - - - 1 1.22 - - - 5 04.76 -
Plan - Growth Option
Mutual Funds HDFC Low Duration Fund - Direct Plan - 52,19,661.74 9 4,34,939.28 18,69,441.27 - 6 3.73 6 1.27 5 6.58 - 3 32.62 5 78.08 1 05.97 -
Growth Option
Mutual Funds Birla Sun Life Liquid Fund- Growth - - - - 4 ,84,084.65 - - - 3 59.80 - - - 1 74.17
Regular Plan
1,736.74 1 ,529.68 1 ,013.75 4 55.06
457Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
8 Investments (cont'd)
Quoted
Investments carried at amortised cost
Non-Current
Investment Securities No. of units Value (each) Amount
As at 30 As at 31 As at 31 March As at 31 As at 30 As at 31 As at 31 As at 31 As at 30 As at 31 As at 31 As at 31
September 2025 March 2025 2024 March 2023 September 2025 March 2025 March 2024 March 2023 September 2025 March 2025 March 2024 March 2023
Quoted
Bonds Rural Electrification Corporation Limited 1 2,248 1 2,248 1 2,248 12,248 1 ,000 1 ,000 1 ,000 1 ,000 1 2.25 1 2.25 1 2.25 1 2.25
Bonds Housing and Urban Development 40,000 4 0,000 4 0,000 40,000 1 ,000 1 ,000 1 ,000 1 ,000 4 0.00 4 0.00 4 0.00 4 0.00
Corporation Limited
Bonds Indian Railway Finance Corporation Limited 8 ,700 8,700 8 ,700 8,700 1 ,000 1 ,000 1 ,000 1 ,000 8 .70 8 .70 8 .70 8 .70
6 0.95 6 0.95 6 0.95 6 0.95
Debentures Moneywise Financial Services Limited - - - - 162.00 - - - 1 0,50,145 - - - 1 75.20
Market Listed Debentures (MLD)
- - - 1 75.20
Total (Non-Current) 6 0.95 6 0.95 6 0.95 2 36.15
Total (Current) 1,736.74 1 ,529.68 2 ,798.12 7 59.16
Non-Current
Aggregate book value of quoted investments (at cost) 6 0.95 6 0.95 6 0.95 2 36.15
Aggregate market value of quoted investments 6 5.10 6 4.74 6 6.81 2 43.30
Aggregate book value of unquoted investments - - - -
Current
Aggregate book value of quoted investments (at cost) 1,729.43 1 ,511.53 1 ,738.48 4 52.18
Aggregate market value of quoted investments 1,736.74 1 ,529.68 1 ,753.05 4 55.06
Aggregate book value of unquoted investments - - 1 ,045.07 3 04.10
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458Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
8AInvestments accounted using equity method
Non-Current
Investment Securities No. of units Value (each) Amount
As at 30 As at 31 As at 31 March As at 31 As at 30 As at 31 As at 31 As at 31 As at 30 As at 31 As at 31 As at 31
September 2025 March 2025 2024 March 2023 September 2025 March 2025 March 2024 March 2023 September 2025 March 2025 March 2024 March 2023
Equity Shares Target Genetics Company Limited 2 ,000 2,000 - - TBH 175 TBH 175 - - 1 8.81 1 9.39 - -
Total 1 8.81 1 9.39 - -
Duringtheyearended31March2025,theHoldingCompanyacquiredI&BSeedsPrivateLimited.I&BSeedsPrivateLimitedholdsa20%equitystakeinTargetGeneticsCompanyLimited.TargetGeneticsCompanyLimitedaprivatelyheldcompanybasedinThailand
thatspecialisesinthebreedingandproductionofmarigoldseeds.TargetGeneticsCompanyLimitedisaprivateentitythatisnotlistedonanypublicexchange.TheGroup'sinterestin TargetGeneticsCompanyLimited isaccountedforusingtheequitymethodinthe
Restated Consolidated Financial Information.
The Holding Company has used most recent available financial statements in applying the equity method for Investment made in associate of Rs. 21.36 million.
The Group held 2,000 equity shares of Target Genetics Company Limited, representing 20% of the share capital of Target Genetics Company Limited. It includes goodwill of Rs. 6.97 million, however further disclosures not included as immaterial in accordance with Ind
AS requirements.
(This space has been intentionally left blank)
459Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Non Current Current
As at 30 As at 31 March As at 31 March As at 31 March As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023 September 2025 2025 2024 2023
9 Loans
(Unsecured and considered good, unless stated otherwise)
Loan to employee 0.99 0.64 - - 1.10 1.63 2.46 3.55
Inter-corporate deposits$ - - - - - - 0.68 0.68
0.99 0.64 - - 1.10 1.63 3.14 4.23
Note:
Loans considered good 0.99 0.64 - - 1.10 1.63 3.14 4.23
$Inter-corporate deposits
Balance as at the year end - - 0.68 0.68
Maximum amount outstanding at any time during the year - 0.68 0.68 2.18
[It is repayable on demand and carries an average rate of interest at Nil (31 March 2025 : Nil, 31 March 2024 : 11.00%, 31 March 2023 : 11.00% )]
10Other financial assets
(Unsecured and considered good, unless stated otherwise)
Deposits due to mature after 12 months of the reporting date* 23.17 23.80 25.69 53.39 27.04 105.97 79.12 -
Demand deposits with restrictions on use (refer note 40 (iii)) 248.24 348.24 - - - - - -
Interest accrued 17.66 11.22 - - 6.10 5.90 4.64 4.40
Derivatives at fair value through profit or loss:
Foreign exchange forward contract - - - - 29.82 - 2.09 -
Future and Options - - - - - - - 27.01
Advance given to brokers - - - - 100.78 37.24
Security deposits
-to related party (refer note 42) 3.00 2.89 2.68 2.48 - - -
-to others -considered good 30.69 30.60 23.63 24.12 9.38 8.21 7.39 9.96
-to others -considered doubtful 2.63 2.63 9.29 6.04 1.59 1.59 1.02 1.02
Other receivables 5.64 5.53 - - 1.59 0.01 - 30.48
331.03 424.91 61.29 86.03 75.52 121.68 195.04 110.11
Provision for doubtful deposits ( 2.63) ( 2.63) ( 9.29) ( 6.04) ( 1.59) ( 1.59) ( 1.02) ( 1.02)
328.40 422.28 52.00 79.99 73.93 120.09 194.02 109.09
*Includes current and non current deposits having restrictive use on account of:
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
- held as margin money 2.16 1.88 2.40 10.75
- pledged with authorities 6.52 24.85 6.10 19.90
- lien against bank credit facility 40.77 103.04 96.04 22.74
49.45 129.77 104.54 53.39
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460Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
11Deferred tax (liabilities)/ asset (net)
a Recognised deferred tax assets and liabilities
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
Deferred tax assets and liabilities are attributable to the following:
Deferred tax liabilities
Property, plant and equipment, intangible assets and investment property (409.84) (389.10) (283.87) (271.87)
Right-of -use assets (net off lease liabilities) ( 2.24) ( 4.58) ( 7.72) (10.57)
Fair value change on financial instruments 43.62 ( 9.47) (23.54) (13.76)
(368.46) (403.15) (315.13) (296.20)
Deferred tax assets
Provision for employee benefits and employee related payables 150.21 134.78 91.46 74.17
Allowances for doubtful debts and advances 139.64 108.82 77.02 69.10
Cash flow hedges 151.27 42.83 - -
Provision for inventory obsolescence 18.43 18.42 13.85 13.68
Unrealised profit on inter-company transactions 84.23 27.33 48.62 40.40
Other temporary differences* 143.00 109.24 101.79 58.19
On Insurance claim^ 41.01 41.01 41.01 41.01
727.79 482.43 373.75 296.55
Deferred tax (liabilities) /assets, net 359.33 79.28 58.62 0.35
*InclusiveofdeferredtaxonunrealisedprofitoninventoryamountingtoRs.45.70million(31March2025:Rs.38.37million31March2024:Rs.44.24million31March2023:Nil) andcarryforwardlossesofRs.32.46
million (31 March 2025: Rs. 32.46 million, 31 March 2024: Rs. 48.95 million, 31 March 2023: Nil)
Balances of deferred tax assets / Deferred tax liabilities are presented in Balance sheet as below
Deferred tax assets (net) 359.33 106.64 119.41 53.74
Deferred tax liabilities (net) - (27.36) (60.79) (53.39)
Net deferred tax asset/(Liabilities) 359.33 79.28 58.62 0.35
b Movement in temporary differences
Balance as at Additions Recognised in Recognised in As at 30
31 March 2025 through profit or loss OCI during the September 2025
business during the year period
combination
Deferred tax liabilities
Property, plant and equipment, intangible assets and investment property (389.10) - (20.74) - (409.84)
Right-of -use assets (net off lease liabilities) ( 4.58) - 2.34 - ( 2.24)
Fair value change on financial instruments ( 9.47) - 53.09 - 43.62
(403.15) - 34.69 - (368.46)
Deferred tax assets
Provision for employee benefits and employee related payables 134.78 - 10.56 4.87 150.21
Allowances for doubtful debts and advances 108.82 - 30.82 - 139.64
Cash flow hedges 42.83 - - 108.44 151.27
Provision for inventory obsolescence 18.42 - 0.01 - 18.43
Unrealised profit on inter-company transactions 27.33 - 56.90 - 84.23
Other temporary differences 109.24 - 33.76 - 143.00
On Insurance claim^ 41.01 - - - 41.01
482.43 - 132.05 113.31 727.79
Deferred tax (liabilities) /assets, net 79.28 - 166.74 113.31 359.33
Balance as at Additions Recognised in Recognised in As at 31 March
01 April 2024 through profit or loss OCI during the 2025
business during the year year
combination
(refer note 55
(iii))
Deferred tax liabilities
Property, plant and equipment and intangible assets (283.87) ( 5.40) (99.83) - (389.10)
Right-of -use assets (net off lease liabilities) ( 7.72) ( 0.14) 3.28 - ( 4.58)
Fair value change on financial instruments (23.54) ( 1.13) 15.20 - ( 9.47)
(315.13) ( 6.67) (81.35) - (403.15)
Deferred tax assets
Provision for employee benefits and employee related payables 91.46 8.33 36.83 ( 1.84) 134.78
Allowances for doubtful debts and advances 77.02 - 31.80 - 108.82
Cash flow hedges - - - 42.83 42.83
Provision for inventory obsolescence 13.85 4.72 ( 0.15) - 18.42
Unrealised profit on inter-company transactions 48.62 - (21.29) - 27.33
Other temporary differences 101.79 ( 0.51) 7.96 - 109.24
On Insurance claim^ 41.01 - - - 41.01
373.75 12.54 55.15 40.99 482.43
Deferred tax (liabilities) /assets, net 58.62 5.87 (26.20) 40.99 79.28
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461Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
As at 1st April Additions Recognised in Recognised in As at 31 March
2023 through profit or loss OCI during the 2024
business during the year year
combination
Deferred tax liabilities
Property, plant and equipment and intangible assets (271.87) - (12.00) - (283.87)
Right-of -use assets (net off lease liabilities) (10.57) - 2.85 - ( 7.72)
Fair value change on financial instruments (13.76) - ( 9.78) - (23.54)
Total deferred tax liabilities (296.20) - (18.93) - (315.13)
Deferred tax assets
Provision for employee benefits and employee related payables 74.17 - 16.73 0.56 91.46
Allowances for doubtful debts and advances 69.10 - 7.92 - 77.02
Provision for inventory obsolescence 13.68 - 0.17 - 13.85
Unrealised profit on inter-company transactions 40.40 - 8.22 - 48.62
Other temporary differences 58.19 - 43.60 - 101.79
On Insurance claim^ 41.01 - - - 41.01
Total deferred tax assets 296.55 - 76.64 0.56 373.75
Deferred tax (liabilities) /assets, net 0.35 - 57.71 0.56 58.62
Balance as at Additions Recognised in Recognised in As at 31 March
01 April 2022 through profit or loss OCI during the 2023
business during the year year
combination
Deferred Tax Liabilities
Property, plant and equipment and intangible assets (246.04) - (25.83) - (271.87)
ROU assets and lease liabilities (14.21) - 3.64 - (10.57)
Fair value change on financial instruments (12.86) - ( 0.90) - (13.76)
(273.11) - (23.09) - (296.20)
Deferred tax assets
Provision for employee benefits and employee related payables 84.96 - ( 8.87) ( 1.92) 74.17
Provision for doubtful debts and advances 60.42 - 8.68 - 69.10
Provision for inventory obsolescence 14.93 - ( 1.25) - 13.68
Unrealised profit on inter-company transactions 59.69 - (19.29) - 40.40
Other temporary differences 125.54 - (67.35) - 58.19
On Insurance claim^ 41.01 - - - 41.01
386.55 - (88.08) ( 1.92) 296.55
Deferred tax (liabilities) /assets, net 113.44 - (111.17) ( 1.92) 0.35
^adjustment for audit qualification - refer note 58
c Further,inrespectoffollowingsubsidiarieshavecarriedforwardbusinesslossesandunabsorbeddepreciationeligibleforbeingcarriedforwardandthesubsidiarieshavenotcreateddeferredtaxassetsonsuchlossesastherein
no reasonably certainty of realisation of such assets in foreseeable future
Tax losses on which no deferred tax asset has been created Deferred tax asset not created on such losses
Particulars As at 30 As at 31 March As at 31 March As at 31 March As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023 September 2025 2025 2024 2023
Balaji & Saffire Crop Science LLP 2.52 2.52 - - 0.79 0.79 - -
Jai Shriram Agro & Saffire Crop Science LLP. 1.72 1.72 - - 0.54 0.54 - -
Kisan Ksk & Saffire Crop Science LLP 1.75 1.75 - - 0.55 0.55 - -
Ksk And Saffire Crop Science LLP. 1.76 1.76 - - 0.55 0.55 - -
Naveen Agro & Saffire Crop Science LLP 6.50 6.50 - - 2.03 2.03 - -
Neha & Saffire Crop Science LLP. 1.22 1.22 - - 0.38 0.38 - -
Om Traders And Saffire Crop Science LLP 1.10 1.10 - - 0.34 0.34 - -
Pragat Shetkari & Saffire Crop Science LLP 4.52 4.52 - - 1.41 1.41 - -
Ramdeo & Saffire Crop Science LLP. 6.30 6.30 4.99 4.97 1.97 1.97 1.56 1.55
Shree Metikheda & Saffire Crop Science LLP. 4.73 4.73 2.80 2.77 1.48 1.48 0.87 0.87
Shri Prithvi Agro & Saffire Crop Science LLP 4.11 4.11 1.28 1.28 - -
Trimurti & Saffire Crop Protection LLP 1.35 1.35 0.95 0.85 0.42 0.42 0.30 0.27
Vinayaka Seeds & Saffire Crop Science LLP 3.44 3.44 - - 1.07 1.07 - -
Total 41.02 41.02 8.74 8.59 12.81 12.81 2.73 2.69
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462Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
d Period of expiry of the above mentioned carried forward business loss and unabsorbed depreciation.
For the Period ended September For the year ended 2024-25 For the year ended 2023-24 For the year ended 2022-23
2025
Assessment Year Business Loss Unabsorbed Business Loss Unabsorbed Business Loss Unabsorbed Business Loss Unabsorbed
Depreciation Depreciation Depreciation Depreciation
2025-26 - - - - - - - -
2026-27 - - - - - - - -
2027-28 - - - - - - - -
2028-29 0 .52 - 0 .52 - 0.52 - 0.52 -
2029-30 4 .78 - 4 .78 - 4.52 - 4.52 -
2030-31 6 .13 - 6 .13 - 2.81 - 2.81 -
2031-32 0 .79 - 0 .79 - 0.37 - 0.37 -
2032-33 6 .54 - 6 .54 - 0.15 - - -
2033-34 1 7.07 - 1 7.07 - - - - -
Infinite Period - 5.19 5.19 - 0.37 - 0.37
Total 35.83 5.19 35.83 5.19 8.37 0.37 8.22 0.37
Inassessingtherealizationofdeferredtaxassets,thelikelihoodofwhetheritismorelikelythannotthatsomeportionorallthedeferredtaxassetswillnotberealizedmustbeconsidered.Theultimaterealizationofdeferred
taxassetsisdependentonthegenerationoffuturetaxableincomeduringtheperiodsinwhichtemporarydifferencebecomedeductible.Managementconsiderstheprojectedfuturetaxableincomeandtaxplanningstrategiesin
makingthisassessment.Basedonthehistoryoflossesanduncertaintyoverprojectionsforfuturetaxableincomeovertheperiodsforwhichthedeferredtaxassetsaredeductible,themanagementbelievesitismorelikelythan
not that the deferred tax assets may not be recognized in foreseeable future and accordingly, no deferred tax asset has been recorded.
Non-current Current
As at 30 As at 31 March As at 31 March As at 31 March As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023 September 2025 2025 2024 2023
12Income tax assets (net)
Advance income tax [net of provision for income tax] 8.76 144.83 255.97 78.64 - - 0.29 174.94
8.76 144.83 255.97 78.64 - - 0.29 174.94
13Other assets
(Unsecured and considered good, unless stated otherwise)
Capital advances
Considered good 119.28 4 0.05 54.56 2 8.43 - - -
Considered doubtful 8 .09 8 .09 5.81 1 0.58 - - -
Advances to employees
Considered good - - - 2 8.95 9 .13 8.58 1 0.49
Advances to vendors
Considered good - - - 404.02 464.50 296.79 271.69
Considered doubtful - - - 1 .31 1 .31 1.14 7 .41
Prepayments 9 .56 8 .68 0.41 0 .39 9 9.22 9 7.05 68.44 5 7.79
Balances with government authorities
-Deposits with statutory authority under protest (refer note 40 (iii)) 102.99 - - - - - - -
- Others 2 0.53 2 8.98 20.90 2 3.98 454.48 749.61 519.15 740.78
Others 5 .29 - - 0 .07 0 .05 0 .05 0.05 0 .26
265.74 85.80 81.68 63.45 988.03 1,321.65 894.15 1,088.42
Less: Loss allowances for capital advances and vendor advances ( 8.09) ( 8.09) ( 5.81) (10.58) ( 1.31) ( 1.31) ( 1.14) ( 7.41)
257.65 77.71 75.87 52.87 986.72 1,320.34 893.01 1,081.01
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463Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
14 Inventories
(At lower of cost and net realizable value)
Raw materials
- in hand 3 ,273.54 4 ,465.79 2,354.54 3,080.52
- in transit 1 95.41 3 54.09 226.26 398.58
Packing materials
- in hand 3 95.08 3 52.31 264.59 259.46
- in transit 0 .49 - - -
Work-in-progress 1 ,892.61 1 ,344.06 1,034.21 971.05
Finished goods
- in hand 4 ,537.29 3 ,494.95 3,239.55 2,889.56
- in transit 4 1.00 6 4.79 39.78 88.73
Stock-in-trade
- in hand 1,340.99 1 ,040.93 381.61 657.73
- in transit 2.33 2 .82 0.94 7.06
Stores and spares
- in hand 7 9.17 9 4.05 80.86 90.22
- in transit - 2 .95 - -
1 1,757.91 1 1,216.74 7,622.34 8,442.91
Less: Provision for inventory obsolescence (319.77) (184.54) (174.71) (152.01)
1 1,438.14 1 1,032.20 7,447.63 8,290.90
Inventories hypothecated against borrowings (refer note 25)
TheaboveincludesinventoriesheldbythirdpartiesamountingtoRs.12.34million(31March2025:Rs.453.99million,31March2024:Rs.75.12million,31March2023:Rs25.26
million)
Write-downofinventoriestonetrealisablevalueamountedtoRs.64.54million(31March2025:Rs69.07million,31March2024:Rs106.34million,31March2023:Rs268.74million).
Thesewererecognisedasanexpenseduringtheperiod/yearandincludedin'Costofmaterialconsumed'and'Changesininventoryoffinishedgoods,stock-in-tradeandwork-in-progress'
amountingtoRs.9.07million(31March2025:Rs.21.53million,31March2024:Rs19.67million,31March2023:Rs196.61million)andRs.55.47million(31March2025:47.54
million, 31 March 2024: Rs 86.66 million, 31 March 2023: Rs 72.13 million) respectively.
15 Trade receivables#
(Unsecured and considered good, unless stated otherwise)
Considered good* 9,452.91 6 ,629.80 5,795.17 5,874.08
Credit impaired 729.59 6 22.92 513.00 472.55
10,182.50 7,252.72 6,308.17 6,346.63
Less: Loss allowance for doubtful receivables (729.59) (622.92) (513.00) (472.55)
9,452.91 6,629.80 5,795.17 5,874.08
Trade receivables ageing schedule
Outstanding of following period from due date of payment as at 30 September 2025
Particulars Not due Less than 6 6 months - 1 1-2 years 2-3 years More than 3 years Total
months year
i) Undisputed trade receivables considered good 6,726.82 2,221.37 6 7.08 65.80 10.83 3 .70 9,095.60
Undisputed trade receivables – which have - - - - - - -
ii)
significant increase in credit risk
Undisputed trade receivables considered 2.41 123.73 2 12.02 119.10 10.08 4 .31 471.65
iii)
doubtful
iv)Disputed trade receivables considered good - 11.94 1 07.18 91.44 69.21 2 68.48 548.25
Disputed trade receivables – which have - - - - - - -
v)
significant increase in credit risk
Disputed trade receivables considered - - - 0.03 0.33 6 6.64 67.00
vi)
doubtful
Total 6 ,729.23 2,357.04 3 86.28 2 76.37 9 0.45 3 43.13 10,182.50
Less: loss allowances (22.95) (60.43) ( 107.58) (127.19) (68.63) ( 342.81) (729.59)
Net trade receivables 6,706.28 2,296.61 2 78.70 149.18 21.82 0.32 9,452.91
Outstanding of following period from due date of payment as at 31 March 2025
Particulars Not due Less than 6 6 months - 1 1-2 years 2-3 years More than 3 years Total
months year
i) Undisputed trade receivables considered good 4,419.52 1,590.12 4 7.29 65.39 4.61 3 .15 6,130.08
ii) Undisputed trade receivables – which have - - - - - - -
significant increase in credit risk
iii)Undisputed trade receivables considered 3.10 327.78 1 74.77 86.30 6.31 9 .76 608.02
doubtful
iv) 0.61 13.78 5 0.85 103.50 37.66 2 25.85 432.25
Disputed trade receivables considered good
v) Disputed trade receivables – which have - - - - - - -
significant increase in credit risk
vi) Disputed trade receivables considered - - - 0.34 2.11 7 9.92 82.37
doubtful
Total 4,423.23 1,931.68 2 72.91 255.53 50.69 3 18.68 7,252.72
Less: loss allowances (18.25) (80.41) ( 59.83) (108.84) (43.53) ( 312.06) (622.92)
Net trade receivables 4,404.98 1,851.27 2 13.08 146.69 7.16 6.62 6,629.80
464Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Outstanding of following period from due date of payment as at 31 March 2024
Particulars Not due Less than 6 6 months - 1 1-2 years 2-3 years More than 3 years Total
months year
i) Undisputed trade receivables considered good 3,698.10 1,544.17 6 1.11 0.88 3.36 0 .56 5,308.18
ii) Undisputed trade receivables – which have - - - - - - -
significant increase in credit risk
iii)Undisputed trade receivables considered 104.36 302.24 1 02.29 32.88 2.19 1 1.59 555.55
doubtful
iv) Disputed trade receivables considered good 12.55 25.25 3 2.79 24.90 38.59 2 26.47 360.55
v) Disputed trade receivables – which have - - - - - - -
significant increase in credit risk
vi) Disputed trade receivables considered - - - 0.04 0.52 8 3.33 83.89
doubtful
Total 3,815.01 1,871.66 1 96.19 58.70 44.66 321.95 6,308.17
Less: loss allowances (24.17) (67.83) ( 55.18) (38.34) (38.88) (288.60) (513.00)
Net trade receivables 3,790.84 1,803.83 1 41.01 20.36 5.78 3 3.35 5,795.17
Outstanding of following period from due date of payment as at 31 March 2023
Particulars Not due Less than 6 6 months - 1 1-2 years 2-3 years More than 3 years Total
months year
i) Undisputed trade receivables considered good 3,306.94 2,112.51 2 42.41 132.99 5.02 1.04 5,800.91
Undisputed trade receivables – which have
ii) - - - - - - -
significant increase in credit risk
Undisputed trade receivables considered
iii) 9.77 25.12 9 .89 11.96 3.82 92.23 152.79
doubtful
iv) Disputed trade receivables considered good - 0.51 1 .78 21.09 45.03 251.34 319.75
Disputed trade receivables – which have
v) - - - - - - -
significant increase in credit risk
vi) Disputed trade receivables considered
doubtful - 0.22 0 .73 8.98 17.86 45.39 73.18
Total 3,316.71 2,138.36 2 54.81 175.02 71.73 390.00 6,346.63
Less: loss allowances (10.16) (26.54) ( 10.81) (32.70) (49.12) (343.22) (472.55)
Net trade receivables 3,306.55 2,111.82 2 44.00 142.32 22.61 46.78 5,874.08
# There are no secured considered goods trade receivables.
* Includes receivable from related party (refer to note 42)
a)Tradereceivablesarenon-interestbearingandaregenerallyontermsof90to180days.TheGroupappliesthepracticalexpedientforreceivableswithcreditperiodofuptooneyeari.e.,the
promisedamountofconsiderationisnotadjustedfortheeffectsofasignificantfinancingcomponentiftheperiodbetweenthetransferofthepromisedgoodorserviceandthepaymentis
one year or less.
b)ThecarryingamountoftradereceivableforthecurrentperioddoesnotincludereceivablesofRs.889.24millionwhicharesubjecttoafactoringarrangement.Underthisarrangement,the
HoldingCompanyhastransferredtherelevantreceivablestothefactorinexchangeforcashonnonrecoursebasis.TheHoldingCompany,therefore,hasderecognisedthesaidreceivables
under the said arrangement. In the event of any commercial dispute or fraud by the seller, the Holding Company remains liable and the recourse rests with the Holding Company.
c)Refer note 45 for information on Group's exposure to credit risks and loss allowance related to trade receivables.
d)Trade Receivables hypothecated against borrowings (refer note 25)
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
16 Cash and cash equivalents
Cheque on hand - - - 1.25
Cash on hand 2.39 2 .02 3.22 6.39
Balances with banks -
- in current accounts 558.77 2 41.00 293.58 159.54
- deposits with original maturity of not more than three months 0.03 0 .03 0.11 -
5 61.19 2 43.05 296.91 167.18
Note:
There are no repatriation restrictions with regard to cash and cash equivalents
17 Bank balances other than cash and cash equivalent
Deposits with original maturity of more than three months but less than twelve months# 287.35 2 09.94 443.67 1,069.34
2 87.35 2 09.94 443.67 1,069.34
#Includes deposits having restrictive use on account of:
- held as margin money 133.33 1 29.72 122.15 127.90
- pledged with authorities* 4.82 2 .87 237.35 245.38
- lien against bank credit facility 139.78 1 1.96 18.21 73.02
- held as security deposit against bank guarantee - 6 2.05 57.04 54.01
2 77.93 2 06.60 434.75 500.31
* Refer note 40 (iii)
465Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Number Number Number Number
of shares Amount of shares Amount of shares Amount of shares Amount
18 Share Capital
Authorised
Equity shares of Rs. 10 each 31,16,50,000 3,116.50 3 1,16,50,000 3,116.50 3 1,16,50,000.00 3,116.50 31,16,50,000.00 3 ,116.50
3 1,16,50,000 3,116.50 31,16,50,000 3,116.50 3 1,16,50,000.00 3,116.50 31,16,50,000.00 3 ,116.50
Issued, subscribed and paid-up
At the beginning of the period/ year* 1 2,74,63,651 1,274.64 1 2,74,63,651 1,274.64 1 2,68,13,051.00 1,268.13 12,68,13,051.00 1 ,268.13
Add: Issue of shares {refer note (e) below} - - - - 6 ,50,600.00 6.51 - -
At the end of the period/ year* 1 2,74,63,651 1,274.64 12,74,63,651 1,274.64 1 2,74,63,651.00 1 ,274.64 12,68,13,051.00 1 ,268.13
*Net of treasury shares 71,06,260 (31 March 2025: 71,06,260, 31 March 2024: 71,06,260, 31 March 2023: 71,06,260). Refer note 50 for further details.
(a) Rights, preferences and restrictions attached to equity shares
TheHoldingCompanyhasoneclassofequityshareshavingaparvalueofRs.10pershare.EachholderofequitysharesisentitledtoonevotepersharewitharighttoreceivepersharedividenddeclaredbytheHolding
Company.Intheeventofliquidation,theequityshareholdersareentitledtoreceiveremainingassetsoftheHoldingCompany(afterdistributionofallpreferentialamounts)intheproportionofequitysharesheldbythe
shareholders.
OnwindingupoftheHoldingCompany,theholdersofequityshareswillbeentitledtoreceivetheresidualassetsoftheHoldingCompany,remainingafterdistributionofallpreferentialamounts,inproportiontothenumber
of equity shares held.
(b) Particulars of shareholders holding more than 5% shares in the Holding Company:
As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Number % holding Number % holding Number % holding Number % holding
of shares in the shares of shares in the shares of shares in the shares of shares in the shares
Equity shares of Rs. 10 each, fully paid-up:
- Kanak Aggarwal* - - - - - - 7 ,19,79,415 53.75%
- Komal Aggarwal 3 ,33,20,191 24.76% 3 ,33,20,191 24.76% 3 ,33,20,191 24.76% 3 ,33,20,191 24.88%
- Nand Kishore Aggarwal 8 ,75,09,653 65.03% 8 ,75,09,655 65.03% 7 ,85,78,992 58.39% - 0.00%
- Nand Kishore Aggarwal, Karta, Nand Kishore Aggarwal HUF# - - - 0.00% 8 9,30,663 6.64% 8 9,30,663 6.67%
- Crystal Crop Protection Employee Welfare Trust 7 1,06,260 5.28% 7 1,06,260 5.28% 7 1,06,260 5.28% 7 1,06,260 5.31%
* Ceased w.e.f 03 October 2023
#Shares held in the name of Nand Kishore Aggarwal HUF has been transferred in the name of Nand Kishore Aggarwal through partition deed with effect from 20 March 2025.
(c) Particulars of shareholding of promoters
As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Number of % holding Number of % holding in Number of shares % holding in Number of shares % holding in
shares in the shares shares the shares the shares the shares
- Nand Kishore Aggarwal 8 ,75,09,653 65.03% 8 ,75,09,655 65.03% 7 ,85,78,992 58.39% 65,99,577 4.93%
- Ankur Aggarwal 5 9,83,436 4.45% 5 9,83,436 4.45% 5 9,83,436 4.45% 59,83,111 4.47%
- Komal Aggarwal 3 ,33,20,191 24.76% 3 ,33,20,191 24.76% 3 ,33,20,191 24.76% 3 ,33,20,191 24.88%
- Kanak Aggarwal* - - - - - 0.00% 7,19,79,415 53.75%
Total 1 2,68,13,280 94.24% 1 2,68,13,282 94.24% 1 1,78,82,619 87.60% 1 1,78,82,294 88.03%
* Ceased w.e.f 03 October 2023
(d) Aggregate number of shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:
- Buybackcompletedon13October2021.BasedontheapprovalbyBoardofdirectorsoftheHoldingCompanyaccordedinitsmeetingheldon27August2021throughoffmarketrouteofuptoRs.1,287.57million
(excludingtreasuryshares)atapriceRs.152.70pershare.ThebuybackwasofferedtoalleligibleequityshareholdersoftheHoldingCompany.Thebuybackofequitysharescommencedon29September,2021andwas
completed on 13 October 2021.
Duringthisbuybackperiod,theHoldingCompanyhadpurchasedandextinguishedatotalof84,32,036equityshares(excludestreasuryshares)atanbuybackpriceofRs.152.70perequitysharecomprising6.23%ofthe
pre-buybackpaid-upequitysharecapitaloftheHoldingCompany.ThebuybackresultedinacashoutflowofRs.1,287.57million(excludingtreasurysharesoutflow).TheHoldingCompanyfundedthebuybackfromits
freereserves.InaccordancewithSection69oftheCompaniesAct,2013,duringfinancialyear2021-22,theHoldingCompanyhadcreated‘CapitalRedemptionReserve’ofRs.84.32million(excludingtreasuryshares)
equal to the nominal value of the above shares bought back as an appropriation from free reserve.
(e) Duringtheyearended31March2024:6,50,600numberofequityshareoffacevalueofRs.10eachallottedtothedemergedCompanyshareholder'sinaccordancewiththetermsofschemeon17November2023ofthe
Holding Company.
(f) AspertherecordsoftheHoldingCompany,includingitsregisterofshareholders/membersandotherdeclarationsreceivedfromshareholdersregardingbeneficialinterest,theaboveshareholdingrepresentsbothlegaland
beneficial ownerships of shares.
(g) As on 30 September 2025, a total of 312,142 (31 March 2025: 319,829, 31 March 2024: 407,719, 31 March 2023: 274,017) employee stock options remain outstanding under the company’s Employee Stock Option Plan
(ESOP). These options are committed to be granted to eligible employees in accordance with the terms and conditions of the ESOP plan, subject to vesting schedules and performance criteria. (Refer note 50 and 57(d) )
(This space has been intentionally left blank)
466Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
19 Other Equity
As at 30 As at 31 As at 31 March As at 31
September 2025 March 2025 2024 March 2023
General reserve 2 5.00 25.00 25.00 2 5.00
Security premium 540.21 540.21 540.21 5 40.21
Treasury shares ( 397.89) ( 397.89) (397.89) ( 397.89)
Share Application money pending for allotment - - - 6 .51
Capital reserve ( 1,805.85) ( 1,805.85) (1,805.85) ( 1,805.85)
Capital redemption reserve 84.32 84.32 84.32 8 4.32
Retained earnings 15,948.05 14,460.84 13,344.82 1 2,548.79
Employee stock option reserve 1 4.67 13.91 12.75 1 2.39
Foreign currency translation reserve ( 0.64) ( 0.59) (0.59) ( 0.40)
Effective portion of cash flow hedges ( 427.30) ( 82.14) - -
Total attributable to owners of the Holding Company 13,980.57 12,837.81 11,802.77 1 1,013.08
Attributable to non-controlling interest 127.03 131.14 169.57 2 35.09
Total other equity 1 4,107.60 1 2,968.95 11,972.34 1 1,248.17
Nature and purpose of other equity
Securities premium
The unutilized accumulated excess of issue price over face value on issue of shares. This reserve is utilised in accordance with the provisions of the Companies Act, 2013.
General reserve
This represents appropriation of profit by the Holding Company and is available for distribution of dividend.
Capital reserve
CapitalreserverepresentstheaccumulateddeficitarisingatthetimeoftheamalgamationoferstwhilecompaniesundercommoncontrolwiththeCompanyinearlieryears.Thisreserveisnotavailablefordistributionof
dividend and is expected to remain invested permanently.
Capital redemption reserve
Capital redemption reserve created on the buyback of equity shares out of the free reserves. This reserve is utilised in accordance with the provision of Section 69 of the Companies Act, 2013.
Employee stock option reserve
The fair value of the equity settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Employee stock option reserve.
Retained earnings
The said balance represents undistributed accumulated earnings of the Group as on the Balance sheet date. It includes re-measurement loss / (gain) on defined benefit plans (net of taxes) that will not be reclassified to the
statement of profit and loss.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity.
Cash hedge reserve
Effective portion of fair value gain/(loss) on all financial instruments designated in cash flow hedge relationship are accumulated in hedge reserve.
Treasury Shares
Treasury shares represent holding Company’s own equity shares held by the Crystal Crop Employee Welfare Trust (a trust set up for administration of employee stock options Scheme of the Holding Company).
(This space has been intentionally left blank)
467Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
20 Non-current borrowings
Loans from other than banks (unsecured at fair value through profit and loss)
Compulsory convertible debentures
11,250,000 (31 March 2025: 11,250,000, 31 March 2024: 11,250,000, 31 March 2023: 11,250,000) 5% compulsory convertible 1 ,226.18 1 ,144.89 1,117.32 1,128.08
debentures of Rs. 100 each, to International Finance Corporation
18,750,000 (31 March 2025: 18,750,000, 31 March 2024: 18,750,000, 31 March 2023: 18,750,000) 5% compulsory convertible 2 ,043.63 1 ,907.38 1,861.43 1,880.13
debentures of Rs. 100 each, to IFC Emerging Asia Fund LP
Loans from banks (secured at amortised cost)
Vehicle loan - 0 .06 0.28 0.65
External commercial borrowings 2 ,585.98 2 ,604.79 - 155.31
Term loan 1 ,430.22 1 ,585.17 6 87.66 1 ,237.50
Total (A) 7,286.01 7,242.29 3,666.69 4,401.67
Less: current maturities of non current borrowings (951.58) (967.48) ( 250.68) ( 705.52)
Total (B) ( 951.58) ( 967.48) ( 250.68) ( 705.52)
Total (A) +(B) = (C) 6 ,334.43 6 ,274.81 3 ,416.01 3 ,696.15
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468Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Details of terms of non current borrowings:-
S. No. Name of the lender Nature of Borrowings Borrower/ Rate of 30 September 2025 31 March 2025 31 March 2024 31 March 2023 Security details
Interest/ Repayment
terms
1 International Financial Compulsory Convertible Debentures Crystal Crop Protection 1,226.18 1,144.89 1,117.32 1,128.08
Corporation Limited
Interest Rate 5.00% p.a 5.00% p.a 5.00% p.a 5.00% p.a
Repayment terms TheseCCDsshallbemandatorilyconvertibleintoequitysharesonthedatethatfallsonthetenth(10)anniversaryofitsissuance('MaturityDate').
AdditionallyattheoptionoftheholdersoftheCCDs,theseCCDsshallbeconvertibleintoequitysharesatanytimeuponorafterexpiryof24
(twenty-four)monthsfromthedateofissuanceofsuchCCDs('VoluntaryConversion').Furthermore,iftheCompanyisnotabletoachievean Unsecured
admission of equity securities of Company to listing on any securities exchange market by 31 December 2026, holders of such CCDs may require the
Company to initiate and complete such a listing within the subsequent 180 days.
AnyCCDsthathavenotbeenconvertedintoequitysharesshallcompulsorilyconvertintoEquityShares-immediatelypriortofilingofaredherring
prospectus('ListingConversion')orimmediatelypriortotheMaturityDate,whicheverisearlier.AllCCDsshallbeconvertedintoEquitySharesata
conversion price which is based on certain criteria mentioned in the shareholder's agreement entered with the Investor.
2 International Finance Compulsory Convertible Debentures Crystal Crop Protection 2,043.63 1,907.38 1,861.43 1,880.13
Corporation Emerging Asia Limited
Fund Interest Rate 5.00% p.a 5.00% p.a 5.00% p.a 5.00% p.a
Repayment terms TheseCCDsshallbemandatorilyconvertibleintoequitysharesonthedatethatfallsonthetenth(10)anniversaryofitsissuance('MaturityDate').
AdditionallyattheoptionoftheholdersoftheCCDs,theseCCDsshallbeconvertibleintoequitysharesatanytimeuponorafterexpiryof24
(twenty-four)monthsfromthedateofissuanceofsuchCCDs('VoluntaryConversion').Furthermore,iftheCompanyisnotabletoachievean Unsecured
admission of equity securities of Company to listing on any securities exchange market by 31 December 2026, holders of such CCDs may require the
Company to initiate and complete such a listing within the subsequent 180 days.
AnyCCDsthathavenotbeenconvertedintoequitysharesshallcompulsorilyconvertintoEquityShares-immediatelypriortofilingofaredherring
prospectus('ListingConversion')orimmediatelypriortotheMaturityDate,whicheverisearlier.AllCCDsshallbeconvertedintoEquitySharesata
conversion price which is based on certain criteria mentioned in the shareholder's agreement entered with the Investor.
3 HDB Financial Services Vehicle Loan Vinayaka & Saffire Crop - 0.06 0.28 0.58 Hypothecation against
Science LLP the vehicle.
Interest Rate - 11.00% 11.00% 11.00%
Repayment terms - 44 monthly installments starting 44 monthly installments starting 44 monthly installments starting
from December 2020 from December 2020 from December 2020
4 HDFC Bank Limited Vehicle Loan KSK & Saffire Crop - 0.07 Hypothecation against
Science LLP - - the vehicle.
Interest Rate - 60 monthly installments starting
- - from October 2018
Repayment terms - - - 11.00%
5 The Hongkong and External Commercial Borrowings Crystal Crop Protection 2,585.98 2,604.79 - 155.31 Refer Note 2
Shanghai Banking Limited
Corporation Limited Interest Rate six months EURIBOR plus 1.75% six months EURIBOR plus 1.75% - three months LIBOR plus 1.15%
(HSBC) per annum per annum per annum
Repayment terms 9 equal semi-annual installments 9 equal semi-annual installments - 16 equal quarterly installments
starting from September 2025 starting from September 2025 starting from February 2020
6 The Hongkong and Term loan Crystal Crop Protection - - 687.66 937.50 Refer Note 2
Shanghai Banking Limited
Corporation Limited
Interest Rate - - 1 month T-Bill plus 1.40% per 1 month T-Bill plus 1.40% per
(HSBC)
annum annum
Repayment terms - - 20 equal quarterly installments 20 equal quarterly installments
starting from February 2022 starting from February 2022
7 HDFC Bank Limited Term loan (EURO Swap) Crystal Crop Protection 1,430.22 1,585.17 - 300.00 Refer Note 1
Limited
Interest Rate three-month Repo rate plus 1.75% three-month Repo rate plus 1.75% - 7.75% -8.95%
per annum per annum
Repayment terms 10 equal semi-annual installments 10 equal semi-annual installments - 20 equal quarterly installments
starting from September 2025 starting from September 2025 starting from June 2019
469Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Details of Security:
Note- 1 Crystal Crop Protection Limited (Company)
-Stocks and book debts – First Pari Passu charge on current assets of the Company.
-MovableFixedassets–FirstPariPassuchargeovermovablefixedassetsoftheCompanyexcludingvehiclesmortgagedtohirepurchasecompanies,moveablefixedassetssituatedatPlotno.G-54,ButiboriIndustrialArea,Nagpur,Maharashtra,andmoveablefixedassets
specifically charged towards the term loans availed from other lenders/ financial Institutions.
-Immovable Fixed assets –First Pari Passu charge by way of equitable mortgage on the equitable mortgage on the immovable properties as mentioned below:
(a) Khewat No. 238, Khata No. 305 Mustail & Kila No. 16/5/2/2(6-16), Village Nathupur, Tehsil & District Sonepat, Haryana.
(b) Khewat no. 321, Khata no. 395, Kila no. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonepat, Haryana.
(c) (i) Khewat No. 254, Khata No. 321 Kila No. 16/6/1 (ii) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2, (iii) Khewat No. 271, Khata No. 302, Kila No. 16/6/2,16/15/2, 16/16/2, 16/6/3/1, 15/1/3/, 16/1/1, 17/20/2, (iv) Khewat No. 283,
Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1, village Nathupur, Sonepat, Haryana.
(d) First Pari-Passu charge on fixed deposits.
Note-2 Crystal Crop Protection Limited (Company)
-Facility No: Limit No. 1 and its sub-limits
-First Pari Passu charge on all present and future current assets.
-First Pari Passu charge on plant and machinery and all other moveable fixed assets of the company (excluding plant & machinery at Nagpur unit charged to term lenders & vehicles mortgaged to Hire Purchase Companies.
-First Pari Passu charge by way of equitable mortgage of land & building located at:
-Plot No. 70, 71 & 72, New Grain Market, Anaj Mandi, Gill Road, Ludhiana, Punjab (measuring 495 sq. yds).
-Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0), Village Nathupur, Tehsil & Distt. Sonepat, Haryana (measuring 5112 sq. yds).
-Company-owned property at Village Nathupur, Sonepat, Haryana with details as:
(a) Khewat No. 254, Khata No. 321, Kila No. 16/6/1
(b) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2
(c) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1
-First Pari Passu charge by way of equitable mortgage of land & building located at Khewat No. 238, Khata No. 305, Kila No. 16/5/2/2 (6-16), Village Nathupur, Tehsil & District Sonepat, Haryana owned by Crystal Crop Protection Limited (CCPL) (measuring 4114 sq. yds).
-First Pari Passu charge on fixed deposits of minimum Rs. 80.00 million maintained with SBI:
(a) STDR A/c No. 40522023335 – Rs. 16.70 million
(b) STDR A/c No. 40520837856 – Rs. 17.00 million
(c) STDR A/c No. 40520837618 – Rs. 17.00 million
(d) STDR A/c No. 40520837471 – Rs. 17.00 million
(e) STDR A/c No. 42407783431 – Rs. 12.30 million
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470Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Non-current Current
As at 30 As at 31 March As at 31 March As at 31 March As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023 September 2025 2025 2024 2023
21 Lease liabilities
Lease liabilities 454.35 413.06 365.87 395.12 7 8.97 5 4.79 33.68 39.01
4 54.35 4 13.06 3 65.87 3 95.12 7 8.97 5 4.79 3 3.68 3 9.01
(i)Paymentsassociatedwithshort-termleasesofdepotsandlow-valueassetsarerecognisedonastraight-linebasisasanexpenseinRestatedConsolidatedStatementofProfitandLoss.Short-termleasesareleases
withaleasetermof12monthsorless.Theleaserentchargedduringthesixmonthsperiodended30September2025:Rs.45.18millionandfortheyearsended31March2025:Rs.81.09million,31March2024:
Rs. 79.55 million, 31 March 2023: Rs. 63.89 million.
For the six For the year For the year For the year
months period ended 31 ended 31 ended 31
ended 30 March 2025 March 2024 March 2023
September 2025
(ii)Interest on lease liabilities
Interest expense 2 0.70 59.19 1 0.85 3 4.72
20.70 59.19 10.85 34.72
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
(iii)Maturity analysis of undiscounted lease liabilities:
Repayable within 1 year 1 18.64 90.11 6 3.19 7 1.21
Repayable within 1-5 years 3 12.58 255.44 1 91.80 2 17.52
Repayable after 5 years 4 35.52 469.43 5 04.02 6 48.74
866.74 814.98 759.01 937.47
As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023
(iv)Reconciliation of lease liabilities
Lease liabilities at the beginning of the period/ year 4 67.85 3 99.55 4 34.13 4 20.72
Add: Lease liabilities addition on account of business acquisition during the period / year - 3 8.25 - -
Add: Lease liabilities addition for leases entered during the period / year 96.83 7 8.49 5 .25 4 7.02
Add: Finance costs charged on lease liabilities during the period / year 2 0.70 3 4.60 3 2.72 3 4.72
Add: Impact on account of lease modification during the period / year 4.93 - - -
Less: Lease liabilities terminated during the period / year - (6.38) (0.32) -
Less: Payment of lease liabilities during the period/ year ( 56.99) (76.66) (72.23) (68.33)
Lease liabilities at the end of the period / year 533.32 467.85 399.55 434.13
(iv)Total cash outflows
Payment of lease liability-principal payment ( 36.29) (42.06) (39.51) (33.61)
Payment of lease liability- interest ( 20.70) (34.60) (32.72) (34.72)
Total ( 56.99) (76.66) (72.23) (68.33)
(v)Extension and termination options:
Extension and termination options are included in all leases. These terms are used to maximise operational flexibility in terms of managing contracts.
Non-current Current
As at 30 As at 31 March As at 31 March As at 31 March As at 30 As at 31 March As at 31 March As at 31 March
September 2025 2025 2024 2023 September 2025 2025 2024 2023
22 Other financial liabilities
Book overdraft - - - - 4 .05 3 .16 1 1.87 0 .42
Deferred consideration 21.73 44.86 54.69 - 25.00 1 5.00 90.00 -
Business purchase consideration payable 34.95 33.69 45.87 - - - - -
Derivatives
Cross Currency interest rate swap (refer note 44) - - - - 267.64 8 8.92 - 31.45
Foreign exchange forward contract - - - - - 2 9.98 - 1.11
Capital creditors - - - - 96.69 5 7.46 86.88 234.25
Employee related payables - - - - 505.29 3 47.65 280.82 171.74
Other payables - - - - - 4.35 - 7.91
Customer deposits 299.20 273.71 216.14 190.60 - - - -
3 55.88 3 52.26 3 16.70 1 90.60 8 98.67 5 46.52 4 69.57 4 46.88
23 Provisions
Provision for employee benefits
Gratuity (refer to note 38 (b)) 103.96 67.40 28.88 21.22 3.56 9 .08 0.26 21.05
Compensated absences (refer note 38 (c)) 2.19 0 .26 - - 120.50 103.07 86.34 74.16
Provision for excise duty (refer note 48) - - - 818.48 8 04.84 7 77.64 7 50.37
1 06.15 6 7.66 2 8.88 2 1.22 9 42.54 9 16.99 8 64.24 8 45.58
24 Other liabilities
Revenue received in advance - - - - 575.28 1,751.22 1,444.11 1,053.87
Statutory dues - - - - 184.26 156.81 131.40 152.80
Deferred income - Government grants (refer note 51(b)) 1.15 1.35 1.73 2.16 0.41 0.42 0.48 0.62
Deferred income - Others - - - - 7.00 - -
1.15 1.35 1.73 2.16 759.95 1,915.45 1,575.99 1,207.29
471Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
As at 30 September As at 31 March As at 31 March As at 31 March
2025 2025 2024 2023
25 Current borrowings
Loan from banks (secured, at amortised cost)
Cash credit facility 1.89 13.99 4.76 120.92
Overdraft facility 8.80 0.38 0.43 0.20
Buyer's credit 2,425.43 1,539.37 924.17 233.91
Working capital demand loan 1,330.24 539.20 976.88 1,150.56
Other borrowing - 135.00 200.00 219.78
Total (A) 3,766.36 2,227.94 2,106.24 1,725.37
Loan from banks (Unsecured, at amortised cost)
Buyer's credit 500.00 - - -
Working capital demand loan 500.00 - - -
Total (B) 1,000.00 - - -
Total (A) +(B) = (C) 4,766.36 2,227.94 2,106.24 1,725.37
Current maturities of non current borrowings (refer note 20) 951.58 967.48 250.68 705.52
Total (D) 951.58 967.48 250.68 705.52
Total (C) + (D) =(E) 5,717.94 3,195.42 2,356.92 2,430.89
(This space has been intentionally left blank)
472Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Details of terms of current borrowings:-
Amount Outstanding / Rate of
S. No. Nature of Borrowings 30 September 2025 31 March 2025 31 March 2024 31 March 2023
Interest/ repayment terms
Amount outstanding 1 .89 13.99 4.76 120.92
Security Details Refer Note 1 & 4 Refer Note 1 & 4 Refer Note 1 & 4 Refer Note 1 & 4
1 Cash Credit
Interest Rate 9.40% - 10.20% p.a. 9.40% - 10.20% p.a. 9.20% - 10.40% p.a. 8.85%
Repayment terms Repayable on Demand Repayable on Demand Repayable on Demand Repayable on Demand
Amount outstanding 8 .80 0 .38 0.43 0.20
Security Details Refer Note 11 & 12 Refer Note 11 & 12 Refer Note 11 & 12 Refer Note 11 & 12
2 Overdraft Facility Interest Rate 7.10% - 8.00% p.a. 8.00% 6.75% 6.10%
Repayment terms
Repayable on Demand Repayable on Demand Repayable on Demand Repayable on Demand
Amount outstanding^ 2,925.43 1,539.37 924.17 233.91
Security Details Refer Note 1, 2, 3 & 8 Refer Note 1, 5 & 8 Refer Note 1, 3, 5, 6 and 7 Refer Note 1
3 Buyer's Credit
Interest Rate 4.69%-5.05% 4.89%-5.43% 5.85%-6.09% 2.12%-6.04%
Repayment terms Repayment within six months Repayment within six months Repayment within six months Repayment within six months
Amount outstanding^ 1,830.24 539.20 976.88 1,150.56
Security Details Refer Note 1, 2, 4, 5, 10 & 13 Refer Note 1, 4, 9 & 13 Refer Note 1, 3 & 9 Refer Note 1 & 3
Interest Rate 6.06% -7.45% 7.45%-8.25% 5.41%-9.15% 4.76%-8.05%
4 Working capital demand loan Repayment terms 1. Part of Loan repayable within 1. Part of Loan repayable 1. Part of Loan repayable
3 months within 3 months within 3 months
Repayable within 6 months
2. Part of Loan repayable within 2. Part of Loan repayable 2. Part of Loan repayable
6 months within 6 months within 6 months
Other Borrowing (Channel Amount outstanding - 1 35.00 200.00 219.78
Financing) Security Details - Refer Note 3 Refer Note 3 Refer Note 3
5
Interest Rate - 7.76%-9.90% 7.76%-9.90% 7.76%-9.85%
Repayment terms - Repayable on Demand Repayable on Demand Repayable on Demand
^ Out of total outstanding amount of Rs. 2,925.43 million, Rs. 1,000.00 million is unsecured as on 30 September 2025.
Details of Security:
Note- 1 Crystal Crop Protection Limited (Company)
Borrowings from HDFC Bank Limited
-Stocks and book debts – First Pari Passu charge on current assets of the Company.
-MovableFixedassets–FirstPariPassuchargeovermovablefixedassetsoftheCompanyexcludingvehiclesmortgagedtohirepurchasecompanies,moveablefixedassetssituatedatPlotno.G-54,Butibori
Industrial Area, Nagpur, Maharashtra, and moveable fixed assets specifically charged towards the term loans availed from other lenders/ financial Institutions.
-Immovable Fixed assets –First Pari Passu charge by way of equitable mortgage on the equitable mortgage on the immovable properties as mentioned below:
(a) Khewat No. 238, Khata No. 305 Mustail & Kila No. 16/5/2/2(6-16), Village Nathupur, Tehsil & District Sonepat, Haryana.
(b) Khewat no. 321, Khata no. 395, Kila no. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonepat, Haryana.
(c) (i) Khewat No. 254, Khata No. 321 Kila No. 16/6/1 (ii) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2, (iii) Khewat No. 271, Khata No. 302, Kila No. 16/6/2,16/15/2,
16/16/2, 16/6/3/1, 15/1/3/, 16/1/1, 17/20/2, (iv) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1, village Nathupur, Sonepat, Haryana.
(d) First Pari-Passu charge on fixed deposits.
Note- 2 Crystal Crop Protection Limited (Company)
Borrowings from The Hongkong and Shanghai Banking Corporation Limited (HSBC)
-Facility No: Limit No. 1 and its sub-limits
-First Pari Passu charge on all present and future current assets.
-FirstPariPassuchargeonplantandmachineryandallothermoveablefixedassetsofthecompany(excludingplant&machineryatNagpurunitchargedtotermlenders&vehiclesmortgagedtoHirePurchase
Companies
-First Pari Passu charge by way of equitable mortgage of land & building located at:
-Plot No. 70, 71 & 72, New Grain Market, Anaj Mandi, Gill Road, Ludhiana, Punjab (measuring 495 sq. yds).
-Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0), Village Nathupur, Tehsil & Distt. Sonepat, Haryana (measuring 5112 sq. yds).
-Company-owned property at Village Nathupur, Sonepat, Haryana with details as:
(a) Khewat No. 254, Khata No. 321, Kila No. 16/6/1
(b) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2
(c) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1
-FirstPariPassuchargebywayofequitablemortgageofland&buildinglocatedatKhewatNo.238,KhataNo.305,KilaNo.16/5/2/2(6-16),VillageNathupur,Tehsil&DistrictSonepat,Haryanaownedby
Crystal Crop Protection Limited (CCPL) (measuring 4114 sq. yds).
-First Pari Passu charge on fixed deposits of minimum Rs. 80.00 million maintained with SBI:
(a) STDR A/c No. 40522023335 – Rs. 16.70 million
(b) STDR A/c No. 40520837856 – Rs. 17.00 million
(c) STDR A/c No. 40520837618 – Rs. 17.00 million
(d) STDR A/c No. 40520837471 – Rs. 17.00 million
(e) STDR A/c No. 42407783431 – Rs. 12.30 million
Note- 3 Crystal Crop Protection Limited (Company)
Borrowings from CITI Bank
- First Pari Passu charge on present & future stock and book debts of the company.
- First Pari Passu charge on all moveable fixed assets including Plant & machinery (except vehicles mortgaged to hire purchase companies, plant and machinery at Nagpur plant).
- 1st Pari Passu charge by way of equitable mortgage on Company owned property at village Nathupur, Sonepat, Haryana.
- 1st Pari Passu charge by way of equitable mortgage on SCO/Plot No. 70, 71 and 72, New Grain Market, Anaj Mandi, Gill Road,Ludhiana, Punjab owned by the company (measuring 495 Sq Yrds).
-1stPariPassuchargebywayofequitablemortgageonpropertysituatedatKhewatNo.321,KhataNo.395,KillaNo.8/21/1(4-9),9/25/2/2(4-0),VillageNathupur,Tehsil&Dist.Sonepat,Haryanaownedbythe
company (measuring 5112 Sq Yards)
- 1st Pari Passu charge by way of equitable mortgage on property situated at Khewat No. 238, Khata No. 305 Mustail, Killa No. 16/5/2/2 (6-16), Village Nathupur, Tehsil & Dist. Sonepat, Haryana owned by the
company.
- 1st Pari Passu charge on FDs of Rs. 80.00 million maintained with State Bank of India
- Demand promissory note and letter of continuity.
- Cash margin of 5% for Sight LCs and 5% for bank guarantees.
473Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Note- 4 Crystal Crop Protection Limited (Company)
Borrowings from State Bank of India
Primary Security
-First charge on pari-passu basis of the company’s entire current assets comprising:
-All present and future stock of raw materials, stores & spares, stock in process, finished goods etc. (present & future) lying at their site, godowns elsewhere and including stock in transit and cash / credit balance in
their bank accounts.
-Hypothecation of entire current & future Book Debts, as also clean or documentary bills, domestic or export, whether accepted or otherwise and the cheques / drafts / instruments etc. drawn in its favour.
Collateral Security
-Exclusive charge on Fixed Deposit mentioned below:
-STDR A/c No. 42407782879, STDR Principal Amount Rs. 9.20 million in the name of M/s Crystal Crop Protection Limited.
Additional Collateral:
-1stPariPassuchargeonPlant&Machinery&allotherfixedassetsoftheCompany(otherthantheimmovablepropertiesalreadymentionedbelowunderpoint1),thevehiclesmortgagedtoHirePurchase
companiesandFactory,Land&BuildingsituatedinJammubeingaleaseholdproperty,LandatDahej-2IndustrialEstateinGujaratbeingaleaseholdlandandfixedassets(Plant&Machineryandequipment)
financed under term loan.
1) Immovable Properties:
-First Pari-Passu charge in the form of equitable mortgage of the properties in the name of the Borrower as detailed under:
-Factory Land and Building situated at:
Khewat No. 254, Khata No. 321, Kila No. 16/6/1
Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2
Khewat No. 271, Khata No. 302, Kila No. 16/6/2, 16/15/2, 16/16/2, 16/6/3/1, 15/1/3, 16/1/1, 17/20/2
Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1 at Village Nathupur, Sonepat, Haryana in the name of the company.
Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonepat, Haryana, in the name of the company.
SCO-70, 71 & 72, Anaj Mandi, Gill Road, Ludhiana, in the name of the company.
-KhewatNo.238,KhataNo.305,Mustail&KilaNo.16/5/2/2(6-16)atVillageNathupur,Sonepat,HaryanainthenameofNandKishoreHUFwhichhasnowbeenpurchasedbyM/sCrystalCropProtection
Limited.
2) Fixed Deposit Details (Pari-passu charge):
(a) STDR A/c No. 40522023335 – Rs. 16.70 million
(b) STDR A/c No. 40520837856 – Rs. 17.00 million
(c) STDR A/c No. 40520837618 – Rs. 17.00 million
(d) STDR A/c No. 40520837471 – Rs. 17.00 million
(e) STDR A/c No. 42407783431 – Rs. 12.30 million
Note- 5 Crystal Crop Protection Limited (Company)
Borrowings from DBS Bank India Limited
-FirstChargeonPari-Passubasisforworkingcapitalfacilities&termloanfacilitywithBanks/FinancialInstitutionsonCurrentAssetsviz.StocksofRawMaterial,StockinProcess,FinishedGoods,Consumable
Stores & Spares and Book Debts, bills whether documentary or clean, outstanding monies, receivables of the Company, both present and future.
-FirstchargeonPari-Passubasisforworkingcapitalfacilities&termloanfacilitywithBanks/FinancialInstitutionsonentiremovablefixedassetsofthecompany(excludingVehiclesMortgagedtoHirePurchase
Companies and Movable Fixed asset situated at Plot No. G-54, Butibori Industrial Area, Nagpur, Maharashtra which is exclusively charged to other lenders) and on immovable properties mentioned below:
(a) Khewat No. 238, Khata No. 305, Kila No. 16/5/2/2(6-16) at Village Nathupur, Sonepat, Haryana.
(b) Khewat No. 321, Khata No. 395, Kila No. 8/21/1(4-9), 9/25/2/2(4-0) at Village Nathupur, Sonepat, Haryana.
(c) Khewat No. 254, Khata No. 321, Kila No. 16/6/1; (ii) Khewat No. 255, Khata No. 322, Kila No. 16/15/2, 16/16/2, 16/6/2, 17/20/2; (iii) Khewat No. 271, Khata No. 302, Kila No. 16/6/2, 16/15/2, 16/16/2,
16/6/3/1, 15/1/3, 16/1/1, 17/20/2; (iv) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1 at Village Nathupur, Sonepat, Haryana.
(d) SCO Plot No. 70/71/72, New Grain Market, Anaj Mandi, Behind Arora Palace, Gill Road, Ludhiana, Punjab.
-Cash margin of Rs. 80.00 million placed with State Bank of India (SBI) under lien for all Banks in the multiple banking arrangement under First pari passu charge including DBS Bank India Limited.
-Allotherterms,securitiesandconditionswillremainunchangedasadvised&acceptedvideourofferletterCDT/ADMIN/272/2022dated19.06.2022&CDT/ADMIN/873/2023dated09.06.2023(asamended/
supplemented / modified from time to time).
Note 6 Crystal Crop Protection Limited (Company)
Borrowings from Axis Bank Limited
Primary:
-First Pari-passu charge on the entire current assets of the company with other secured WC lenders (excluding Mutual Funds exclusively charged to term lender).
Collateral:
-First Pari-Passu charge on entire fixed assets of the company and promoters including equitable mortgage on land and building, excluding securities extended to ECB lender (HSBC).
-First Pari-Passu charge on immovable properties of the company.
-Following immovable properties ln the name of promoters:
(a) Khewat No. 238, Khewat No. 305, Kila No. 16/5/2/2(6-16) at Village Nathupur, Sonepat, Haryana in the name Nand Kishore (HUF)
(b) Khewat no. 321, Khata no. 395, Kilo no. 8/21 /1 (4-9), 9/25/2/2(4-0) at Village Nathupur, Sonepat, Haryana in the name of Crystal Crop Protection Limited (CCPL).
(c) Khewat No. 254, Khata No. 321 Kilo No. 16/6/1 /ii) Khewat No. 255, Khata No. 322. Kila No. 16/15/2, 16/16/2, 16/6/2, 17 /20/2, (iii) Khewat No. 271, Khata No. 302, Kila No. 16/6/2, 16/15/2, 16/16/2,
16/6/3/1, 15/1/3, 16/1/1, 17/20/2, (iv) Khewat No. 283, Khata No. 359, Kilo No. 16/6/3, 16/15/1, 16/16/1 at Village Nathupur, Sonepat, Haryana in the name of Crystal Crop Protection Limited (CCPL).
(d) SCO Plot No- 70/71 /72, New Grain Market, Anaj Mondi, Behind Arora Palace, Gill Road, Ludhiana, Punjab in the name of Crystal Crop Protection Limited (CCPL).
-FDR worth of the value Rs. 11.70 million
-FDR worth of the value of Rs. 66.70 million
Note 7 Crystal Crop Protection Limited (Company)
Borrowings from Yes Bank Limited
Specific securities as Primary Security -:
-1st Charge Pari Passu by way of Hypothecation on Current Assets
-1st Charge Pari Passu by way of Lien on FDR / Cash Deposit
(This space has been intentionally left blank)
474Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
-1st Charge Pari Passu by way of Hypothecation on Plant and Machinery located at • First PP charge on entire moveable fixed assets of the company excluding vehicles mortgaged to hire purchase companies and
Movable Fixed asset situated at Plot No. G-54, Butibori Industrial Area, Nagpur, Maharashtra which is exclusively charged to other lenders.
-1stChargePariPassubywayofEquitableMortgageonSpecificBuilding locatedatPlotno.70,71&72,NewGrainMarketAnajMandi, GillRoad,Ludhiana,Punjab.KhewatNo.238,KhataNo.305Mustail
&KilaNo.16/5/2/2(6-16),VillageNathupur,Tehsil&DistrictSonepat,Haryana.Khewatno.321,Khatano.395,Kilano.8/21/1(4-9),9/25/2/2(4-0)atVillageNathupur,Sonepat,Haryana.KhewatNo.254,
KhataNo.321KilaNo.16/6/1(ii)KhewatNo.255,KhataNo.322,KilaNo.16/15/2,16/16/2,16/6/2,17/20/2,(iii)KhewatNo.271,KhataNo.302,KilaNo.16/6/2,16/15/2,16/16/2,16/6/3/1,15/1/3/,16/1/1,
17/20/2, (iv) Khewat No. 283, Khata No. 359, Kila No. 16/6/3, 16/15/1, 16/16/1, village Nathupur, Sonepat, Haryana.
Note 8 Nexus Crop Science Private Limited ( Subsidiary and refer note 57(b))
Borrowings from HDFC Bank Limited
LetterofComfort-DebtShortfallUndertakingfromparententity-CrystalCropProtectionLimited.UndertakingwillbebackedbyBR.MovableFixedassets-ExclusiveChargeonthemoveablefixedassetsof
the company, both present and future. Current Assets - Exclusive Charge on the current assets of the company both present and future.
Note 9 Saffire Crop Science Private Limited ( Subsidiary and refer note 57(b))
Borrowings from HDFC Bank Limited
1) First Pari Passu charge by way of Hypothecation on Current Assets (Stock and Debts) (Both Present and Future) of the borrower.
2) First Pari Passu charge by way of Hypothecation on Movable Fixed Assets (Plant and Machinery) (Both Present and Future) of the Borrower.
3) Unconditional and irrevocable Corporate Guarantee of Crystal Crop Protection Limited (CCPL) to the extent of Rs. 200.00 million to remain valid during the tenor of the credit facilities with us.
Security Cover :
For Current Assets and Movable Fixed - 1x
Special Terms & Conditions :
1) Monthly stock statement to be provided which will form basis for drawing power.
2) Cooling Period between redrawals: Nil
Note 10 Saffire Crop Science Private Limited ( Subsidiary and refer note 57(b))
Borrowings from Yes Bank Limited
1. First Pari Passu charge by way of Hypothecation on Current Assets (Stock and Debts) (Both Present and Future) of the Borrower.
2. First Pari Passu charge by way of Hypothecation on Movable Fixed Assets (Plant and Machinery) (Both Present and Future) of the Borrower.
3. Unconditional and irrevocable Corporate Guarantee of Crystal Crop Protection Limited (CCPL) to the extent of Rs. 200.00 million to remain valid during the tenor of the credit facilities with us.
Note 11 Modern Papers ( Subsidiary )
Borrowings from State Bank of India
The overdraft facility availed from the bank is mortgaged against the fixed deposit of Modern papers.
Note 12 Modern Papers ( Subsidiary )
Borrowings from Jammu & Kashmir Bank
The overdraft facility availed from the bank is mortgaged against the fixed deposit of Modern papers.
Note 13 Modern Papers ( Subsidiary )
Borrowings from HDFC Bank Limited
-Letter of Comfort from Crystal Crop Protection Limited (CCPL) along with BR
-Fixed Deposits: FD of Rs. 40.00 million under lien in favour of Bank
-Factory Land and Building: Negative lien on factory land and building at Bari Brahmna, Phase 1, Sidcul Industrial Area, Jammu.
-Movable Fixed assets: Valued at Rs 12.15 Million
-Current Assets: Valued at Rs. 691.42 Million
(This space has been intentionally left blank)
475Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
26 Trade payables
Trade payables
Total outstanding dues of micro enterprises and small enterprises 818.89 687.22 238.21 151.71
Total outstanding dues of creditors other than micro enterprises and small enterprises# 6,280.49 6,552.79 2,419.42 2,709.24
7 ,099.38 7 ,240.01 2 ,657.63 2 ,860.95
Trade payables ageing schedule
Outstanding for following period from due date of payment as on 30 September 2025
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
i) Outstanding dues of micro enterprises and small enterprises 766.20 52.69 - - - 8 18.89
ii) Outstanding dues of creditors other than micro enterprises and small 4,620.48 698.60 4.67 8.89 9.19 5 ,341.83
enterprises
iii) Disputed dues of micro enterprises and small enterprises - - - - - -
iv) Disputed dues of creditors other than micro enterprises and small - - - - - -
enterprises
Total due 5,386.68 751.29 4.67 8.89 9.19 6 ,160.72
v) Unbilled dues 9 38.66
Total 7 ,099.38
Outstanding for following period from due date of payment as on 31 March 2025
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
i) Outstanding dues of micro enterprises and small enterprises 687.22 - - - - 6 87.22
ii) Outstanding dues of creditors other than micro enterprises and small 3,340.27 2,447.76 20.69 23.12 - 5 ,831.84
enterprises
iii) Disputed dues of micro enterprises and small enterprises - - - - - -
iv) Disputed dues of creditors other than micro enterprises and small - - - - - -
enterprises
Total due 4,027.49 2,447.76 20.69 23.12 - 6 ,519.06
v) Unbilled dues 7 20.95
Total 7 ,240.01
(This space has been intentionally left blank)
476Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
26 Trade payables (Cont'd)
Outstanding for following period from due date of payment as on 31 March 2024
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
i) Outstanding dues of micro enterprises and small enterprises 228.80 8.92 - - - 2 37.72
ii) Outstanding dues of creditors other than micro enterprises and small 1,159.93 981.79 23.39 - 2 ,165.11
enterprises
iii) Disputed dues of micro enterprises and small enterprises - 0.49 - - - 0 .49
iv) Disputed dues of creditors other than micro enterprises and small - - - - - -
enterprises
Total due 1,388.73 991.20 23.39 - - 2 ,403.32
v) Unbilled dues 2 54.31
Total 2 ,657.63
Outstanding for following period from due date of payment as on 31 March 2023
Particulars Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total
i) Outstanding dues of micro enterprises and small enterprises 113.74 37.97 - - - 1 51.71
ii) Outstanding dues of creditors other than micro enterprises and small 1,378.12 942.53 26.66 - - 2 ,347.31
enterprises
iii) Disputed dues of micro enterprises and small enterprises - - - - - -
iv) Disputed dues of creditors other than micro enterprises and small - - - - - -
enterprises
Total due 1,491.86 980.50 26.66 - - 2 ,499.02
v) Unbilled dues 3 61.93
Total 2 ,860.95
#Representsreversesupplierfinancearrangementswithbanks/financialinstitutions,whichprovidetheHoldingCompanywithextendedpaymenttermscomparedtotherelatedinvoicepaymentduedate,carryingfloating
interestrate(comprisingbiddingrateplusplatformfee).Asat30September2025,outstandingamountingtoRs.2,166.79million(31March2025:1,563.22million,31March2024:Rs258.83million,31March2023:Rs.
185.97million)whichcarryfloatinginterestraterangingfrom7.00%to7.40%perannum(31March2025:6.78%to7.47%perannum,31March2024:6.92%to7.59%perannum,31March2023:6.70%to7.44%per
annum).
Refer to note 45 for information on Group's exposure to currency and liquidity risks related to trade payables.
InformationasrequiredtobefurnishedasperSection22oftheMicro,SmallandMediumEnterprisesDevelopment(MSMED)Act.2006forthesixmonthsperiodended30September2025andfortheyearsended31
March 2025, 31 March 2024, 31 March 2023 is given below. This information has been determined to the extent such parties have been identified on the basis of information available with the Group.
As at 30 September As at 31 March As at 31 March As at 31 March
2025 2025 2024 2023
(i)Principal amount and interest due thereon remaining unpaid to any supplier covered under MSMED Act, 2006 818.89 687.22 238.21 151.71
- Principle - - - -
- Interest - - - -
(ii)TheamountofinterestpaidbythebuyerintermsofSection16OftheMSMEDAct,2006alongwiththeamountsof - - - -
payments made to the supplier beyond the appointed day during each accounting year.
(iii)TheamountofinterestdueandpayablefortheperiodofdelayInmakingpayment(which havebeenpaid,butbeyondthe - - - -
appointed day during the year) but without adding the interest specified under MSMED Act. 2006.
(iv)The amount of interest due and remaining unpaid at the end of each accounting year. - - - -
(v)Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears.untildatewheninterestduesas - - - -
aboveareactuallypaidtothesmallenterpriseforthepurposeofdisallowanceasandeductibleexpenditureundersection23
or MSME Act, 2006,
27 Current tax liabilities (net)
Provision for income tax (net of advance tax) 460.68 179.72 24.22 15.15
4 60.68 1 79.72 2 4.22 1 5.15
(This space has been intentionally left blank)
477Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
For the six months For the year ended For the year ended For the year ended
period ended 30 31 March 2025 31 March 2024 31 March 2023
September 2025
28 Revenue from operations
Sale of products
Manufactured goods 12,988.31 18,979.31 16,378.22 16,736.33
Traded goods* 6,122.96 7,604.54 5,818.28 8,300.90
19,111.27 26,583.85 22,196.50 25,037.23
Sale of services
Royalty Income 605.45 216.72 - -
Service Income 41.61 9.17 - -
647.06 225.89 - -
Other operating revenue
Goods and service tax incentives (refer note 51(a)) 20.61 90.47 97.84 60.62
Unwinding of deferred income - Government grants (refer to note 51(b)) 0.21 0.90 1.03 0.75
Export incentives 1.30 3.99 3.90 34.38
19,780.45 26,905.10 22,299.27 25,132.98
*IncludesrawmaterialssoldastradedstockamountingtoRs.4,488.19Million(31March2025:Rs.7,361.58million,31March2024:Rs.5,168.59million,31March2023:
Rs. 6,442.31 million).
28.1 Disclosure under Ind AS 115 -Revenue from contracts with customers
Disaggregation of revenue from contracts with customers
Themanagementdeterminesthatthesegmentinformationreportedundernote47Segmentreportingissufficienttomeetthedisclosureobjectivewithrespecttodisaggregationof
revenue under Ind AS 115 Revenue from contract with Customers. Hence, no separate disclosures of disaggregated revenues are reported.
The Group’s performance obligation are satisfied upon shipment or delivery of goods.
28.2 Reconciliation of the amount of revenue recognised in the Restated Consolidated Statement of Profit and Loss with the contracted price
Revenue as per contract price 28,950.50 41,207.08 34,817.92 37,372.78
Rebate/discounts (refer note below) (6,468.16) (8,531.23) (6,529.42) (6,185.61)
Sales return (refer note below) (3,371.07) (6,092.00) (6,092.00) (6,149.94)
Revenue from contract with customers 19,111.27 26,583.85 22,196.50 25,037.23
Sales of services 647.06 225.89 - -
Other operating revenues 22.12 95.36 102.77 61.37
Revenue from operations 19,780.45 26,905.10 22,299.27 25,098.60
28.3 Contract balances
Trade receivables (refer note 15) 9,452.91 6,629.80 5,795.17 5,874.08
Contract liabilities (refer note 24) 575.28 1,751.22 1,444.11 1,053.87
Opening balance 1,751.22 1,444.11 1,053.87 841.29
Revenue recognised that was included in the contract liability at the beginning of (1,751.22) (1,444.11) (1,053.87) (841.29)
the period/ year
Amount received during the period / year 575.28 1,751.22 1,444.11 1,053.87
Closing balance 575.28 1,751.22 1,444.11 1,053.87
*Thecontractliabilitiesareinformadvancereceivedfromcustomerforwhichtheobligationofsupplyofgoodsandservicesisnotcompletedattheperiod/yearendandthe
transaction price allocated to remaining performance obligation (unsatisfied performance obligation) pertaining to sales of goods and services.
28.4 The Group does not have any customer with whom revenue from transactions is more than 10% of Group's total revenue.
28.5 Discounts / Rebates / Incentives
TheGroupissuesmultiplediscountschemestoitscustomersinordertocapturemarketshare.TheGroupmakesaccrualsforthediscountitexpectstogivetoitscustomersbasedon
the terms of the schemes. Revenue is adjusted for the expected value of discount to be given.
28.6 Sales return
TheGroupaccruesbasedontheprevioushistoryofsalesreturn.RevenueisadjustedfortheexpectedvalueofreturnofRs.1,577.47million(31March2025:Rs.1,240.21million,31
March 2024: Rs. 895.05 million and 31 March 2023: Rs. 704.79 million)
For the six months
For the year ended For the year ended For the year ended
28.7 Timing of revenue recognition period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
Goods transferred at a point in time 19,111.27 26,583.85 22,196.50 25,037.23
Services transferred at a point in time 647.06 225.89 - -
Total revenue from contracts with customers 19,758.33 26,809.74 22,196.50 25,037.23
Add: Other operating revenue 22.12 95.36 102.77 95.75
Total revenue from operations 19,780.45 26,905.10 22,299.27 25,132.98
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478Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
For the six months
For the year ended For the year ended For the year ended
period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
29 Other income
Interest income
Penal Interest on overdue trade receivables - 19.22 17.28 14.30
On bank deposit at amortised cost 22.63 47.79 48.22 53.23
On bond at amortised cost 2.50 10.34 7.51 6.08
On income tax refund 21.87 10.32 28.36 26.50
On financial assets carried at amortised cost 12.20 60.82 92.34 3.71
On others 0.70 - - -
Dividend income
On preference share carried at fair value through profit or loss - - - 6.25
Fair Value gain
Change in fair value of unquoted debenture carried at fair value through profit - - - 5.08
or loss
Change in fair value of quoted mutual fund carried at fair value through profit 7.32 18.14 8.95 2.88
or loss
Change in fair value of compulsory convertible debentures carried at fair value 29.91 -
through profit or loss - -
Fair value income on derivative - Foreign exchange forward contract 29.82 - 2.09 -
Fair value income on derivative - Currency swap - 42.89 28.13
Fair value income on derivative - Future - 12.98 19.93
Profit on sale of investments 46.15 131.50 80.49 1.06
Profit on sale of property, plant and equipment (net) 0.59 - 12.37 1.61
Net gain on foreign currency transaction (other than considered as finance cost) - 78.58 4.80 -
Liabilities no longer required written back 0.16 16.43 12.65 20.44
Miscellaneous income 34.21 21.12 17.02 6.68
178.15 414.26 417.86 195.88
30 Cost of materials consumed*
Raw material inventory at the beginning of the period/ year 4,819.88 2,580.80 3,479.10 2,905.77
Add : Purchases during the period/ year 11,245.37 18,291.10 12,507.39 16,679.16
Less : Raw material inventory at the end of the period/ year (3,468.96) (4,819.88) (2,580.80) (3,479.10)
Total (A) 12,596.29 16,052.02 13,405.69 16,105.83
Packing Material at the beginning of the period/ year 352.31 264.59 259.46 450.01
Add : Purchases during the period/ year 713.37 1,093.79 828.50 543.24
Packing Material at the end of the period/ year (395.56) (352.31) (264.59) (259.46)
Total (B) 670.12 1,006.07 823.37 733.79
Total (A+B) 13,266.41 17,058.09 14,229.06 16,839.62
*Includes the cost of raw materials which are sold as traded goods in the normal course of business.
31 Purchases of stock-in-trade
Purchase of stock-in-trade 1,006.67 1,487.27 1,217.77 1,933.95
1,006.67 1,487.27 1,217.77 1,933.95
Refer note 42 for disclosure of related party transactions.
32 Changes in inventories of finished goods, stock-in-trade and work-in-progress
Opening stock
Finished goods 3,559.74 3,279.33 2,978.29 3,027.73
Stock-in-trade 1,043.76 382.55 664.79 266.61
Work-in-progress 1,344.06 1,034.21 971.05 657.63
Effect on account of business combination - Stock-in-trade (refer note 55 (iii))
Finished goods - 385.50 - 97.50
Closing stock
Finished goods 4,578.29 3,559.74 3,279.33 2,978.29
Stock-in-trade 1,343.33 1,043.76 382.55 664.79
Work-in-progress 1,892.61 1,344.06 1,034.21 971.05
(1,866.67) (865.97) (81.96) (564.66)
33 Employee benefits expense
Salaries, wages, bonus and other allowances1 1,287.19 2,014.19 1,568.17 1,291.62
Contribution to provident and other funds2 60.04 103.76 74.80 65.47
Gratuity expenses2 18.04 28.78 25.22 23.80
Compensated absences2 28.00 27.50 21.13 24.78
Employee stock option expenses3 0.76 3.03 0.59 -
Staff welfare expenses 20.64 44.61 25.92 31.99
1,414.67 2,221.87 1,715.83 1,437.66
1Refer note 42 for related party transactions
2Refer note 38 for further disclosures
3Refer note 49 for additional details
479Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
For the six months For the year ended For the year ended For the year ended
period ended 30 31 March 2025 31 March 2024 31 March 2023
September 2025
34 Finance costs
Interest expenses on financial liabilities measured at fair value through profit and loss 75.21 149.69 150.32 70.96
Interest expenses on financial liabilities measured at amortised cost
-Borrowings 246.02 296.42 247.59 260.82
-Lease liabilities 20.70 34.60 32.72 34.72
-Supplier financing arrangement 82.19 59.19 10.85 8.32
-Delayed payment of income tax 0.63 0.74 0.34 6.46
-Interest on partners capital in subsidiary LLPs - - 8.83 28.49
-Interest others (refer note 48) 14.28 27.23 27.27 27.20
-Other borrowing costs 35.73 50.07 12.47 95.81
474.76 617.94 490.39 532.78
35 Depreciation and amortisation expense
Depreciation on property, plant and equipment (refer to note 3) 206.78 373.05 367.22 371.30
Amortisation on intangible assets (refer to note 5) 714.08 837.23 537.86 503.66
Depreciation on right of use assets (refer to note 4) 42.99 61.03 50.84 48.06
Depreciation of investment properties (refer to note 3A) 0.02 - - -
963.87 1,271.31 955.92 923.02
35A Impairment losses on non-financial assets
Impairment of non-financial assets (refer note 5) - 1.73 - -
- 1.73 - -
36 Other expenses
Packing expense 245.20 356.12 305.53 263.47
Electricity, power and fuel 96.17 166.62 138.25 129.70
Rent expense 45.18 81.09 79.55 63.89
Repairs and maintenance
- Plant and equipment 27.49 77.47 58.28 56.55
- Buildings 2.52 11.33 12.80 32.02
- Others 42.55 74.56 31.79 30.55
Insurance 51.85 102.63 103.20 84.66
Rates and taxes 37.35 63.31 49.30 49.67
Legal and professional 79.54 140.42 132.02 198.27
Freight and cartage outward 340.36 470.18 457.92 433.43
Advertisement and business promotion 428.26 461.10 297.41 357.03
Commission expenses 31.74 62.20 73.70 21.11
Travelling and conveyance 290.70 507.83 408.04 352.53
Communication expenses 6.45 13.38 10.07 10.12
Product registration expenses 55.35 91.46 70.99 52.44
Donation 0.04 0.17 0.07 1.42
Sitting fee/commission paid to non-executive director 4.31 5.48 5.10 1.57
Net loss on foreign currency transaction (other than considered as finance cost) 10.42 - - 160.87
Change in fair value of compulsory convertible debentures carried at fair value 217.99 73.52 - 8.20
through profit or loss
Fair value loss on derivative - forward contract - 29.98 - 1.11
Allowance for doubtful debts 115.05 121.95 115.80 81.93
Bad debts written off 0.09 4.58 - -
Allowance for doubtful advances - 2.45 - 2.06
Field assistant expenses 346.63 666.45 556.53 547.47
Advances written off - 2.13 5.66 1.24
Bank charges 8.97 7.32 6.18 7.11
Loss on sale of property, plant and equipment (net) - 2.85 - -
Loss on modification of leases 2.70 - - -
Corporate social responsibility expenditure 15.72 33.21 34.77 40.18
Royalty expenses 35.09 9.82 27.56 19.11
Claim & Compensation expenses 17.33 66.91 2.92 -
Miscellaneous expenses 72.08 144.56 144.52 160.10
2,627.13 3,851.08 3,127.96 3,167.81
Note:
(i) Refer note 42 for disclosure of related party transactions
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480Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
For the six months For the year ended 31 For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024 March 2023
September 2025
37 Income tax expense
I Components of income tax expense
Tax expense recognised in the Statement of Profit and Loss
Current tax
Current year 676.98 4 63.76 3 34.15 1 83.20
Tax adjustment for earlier years 2 5.83 0.18 (86.65) ( 1.69)
702.81 4 63.94 2 47.50 1 81.51
Deferred tax
Origination and reversal of temporary differences ( 166.74) 26.20 (57.71) 111.17
( 166.74) 26.20 (57.71) 111.17
Total 536.07 4 90.14 1 89.79 2 92.68
Tax (credit)/ expense recognised in Other Comprehensive Income
Deferred tax
(Loss) / gain on remeasurement of net defined benefit obligations (4.87) 1.84 ( 0.56) 1.92
Gain on Cash flow hedges ( 108.44) ( 42.83) - -
Total ( 113.31) ( 40.99) ( 0.56) 1.92
II Reconciliation of effective tax rate
Profit before tax 2,071.18 1 ,674.06 1,062.16 1 ,058.68
Income tax using the Company's tax rate @ 25.168% at normal income 521.27 4 21.33 2 67.32 2 66.45
Adjustment for:
Non-deductible expenses 3 .27 15.52 0.50 ( 3.70)
Due to differential tax rates (14.30) 53.11 8.62 31.62
Tax adjustment for earlier years 2 5.83 0.18 (86.65) ( 1.69)
5 36.07 490.14 189.79 292.68
Note: Refer note 11 for movement in Deferred tax assets / liabilities
38 Employee benefits
a)Defined contribution plans:
TheCompanymakescontributiontowardsemployees’providentfund,employees'stateinsuranceandlabourwelfarefundschemes&nationalpensionschemes(NPS).Undertheseschemes,theCompanyisrequiredto
contribute a specified percentage of payroll cost, as specified in the rules of these schemes, to these defined contribution schemes.
Duringtheperiod/year,theCompanyrecognisedRs.60.04million(31March2025:Rs.103.76million,31March2024:74.80million,31March2023:Rs.65.47million)asexpensetowardscontributiontotheseplansand
included in "Employee benefits expense" in note 33.
b)Defined benefit plans:
Generaldescription-TheGroupoperatesagratuityplanwhereineveryemployeeisentitledtoabenefitforyearofservice.Thesameispayableonterminationofservice,orretirement,ordeath,whicheverisearlier.The
benefitsvestsafterfiveyearsofcontinuousservice.GratuitybenefitsarevaluedinaccordancewiththePaymentofGratuityAct,1972.GratuityliabilityisfundedbytheGroupthroughcontributiontoCrystalCropProtection
EmployeesGratuityFundTrustagainstascertainedgratuityliability.ContributionsareinvestedinaschemewiththeLifeInsuranceCorporationofIndiaaspermittedbylawofIndia.Theliabilityofgratuityplanisprovided
based on actuarial valuation as at the end of each financial period/ year based on which the Group contributes the ascertained liability.
(i) Reconciliation of opening and closing balances of the defined benefit obligation:
As at 30 September As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Present value of obligation as at the beginning of the period / year 252.66 2 08.22 1 87.47 1 77.34
Opening obligation due to business combination (refer note 55 (iii)) - 2 8.86 - 0 .18
Current service cost 16.00 2 7.09 2 2.91 2 1.22
Interest expense 7.22 1 3.51 1 1.80 9 .31
Components of actuarial gain/ losses on obligation
Due to change in financial assumptions 7 .57 ( 16.63) 0.83 ( 8.75)
Due to experience adjustments 1 2.73 10.75 2.64 2.49
Due to change in demographic assumption - ( 0.23) - -
Benefits paid from fund** (8.53) ( 15.79) (17.05) ( 13.31)
Benefits paid by Group** (6.83) ( 3.12) ( 0.38) ( 1.01)
Closing defined benefit obligation 280.82 2 52.66 2 08.22 1 87.47
Reconciliation of opening and closing balances of the fair value of plan assets:
Fair value of plan assets at the beginning of the period / year 176.18 1 79.08 1 45.20 1 24.91
Interest 5.17 1 1.81 9 .51 6 .74
Return on plan assets excluding amount included in interest income 0.48 1 .05 1.10 1 .59
Contributions - 0 .03 4 0.32 2 5.47
Benefits paid (8.53) ( 15.79) (17.05) ( 13.51)
Fair value of plan assets at the end of the period / year* 173.30 1 76.18 1 79.08 1 45.20
*100% investment in Life Insurance Corporation of India
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481Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
38 Employee benefits (cont'd) As at 30 September As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Reconciliation of Net defined benefit liability / (asset) 2025
Opening Provision-Net 7 6.48 2 9.14 4 2.27 5 2.43
Opening obligation on account of business acquisition - 2 8.86 - 0 .18
Employee benefit expense 1 8.04 2 8.78 2 5.22 2 3.80
Amounts recognized in Other comprehensive income 1 9.82 ( 7.16) 2 .36 ( 7.84)
Benefits paid by group ( 6.82) ( 3.12) ( 0.38) ( 0.83)
Contributions to plan assets - ( 0.02) (40.33) ( 25.47)
Closing Provision 107.52 7 6.48 2 9.14 4 2.27
The components of defined benefit plan cost are as follows:
For the six months For the year ended 31 For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024 March 2023
Recognised in Profit or Loss September 2025
Current service cost 1 6.00 2 7.09 2 2.93 2 1.22
Net interest cost 2 .04 1 .69 2 .29 2 .58
Total 1 8.04 2 8.78 2 5.22 2 3.80
Note: There is no past service cost and curtailment / settlement during the six months period ended 30 September 2025 and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023.
Recognised in Other comprehensive income
Due to Change in financial assumptions 7 .57 ( 16.63) 0.82 ( 8.75)
Due to change in demographic assumption - ( 0.23) - ( 0.04)
Due to experience adjustments 1 2.73 10.75 2.64 2.54
Return on plan assets excluding amounts included in interest income (0.48) ( 1.05) ( 1.10) ( 1.59)
Total 1 9.82 ( 7.16) 2.36 ( 7.84)
Note: Expected contribution to post - employment benefit plans on best estimate basis for the year ending 31 March 2026 is Rs 24.80 million.
**Duringthesixmonthsperiodended30September2025,theGrouphaspaidbenefitsamountingtoRs.15.36million,ofwhichRs.1.25millionwaspaidsubsequenttothereportingperiod.TheGrouphadpaidbenefitsofRs.
18.91millioninfinancialyear2024-25,ofwhichRs.1.45millionwaspaidinfinancialyear2025-26;Rs.17.43millioninfinancialyear2023-24,ofwhichRs.2.17millionwaspaidinfinancialyear2024-25;andRs.14.32
million in financial year 2022-23, with no amount paid in financial year 2023-24.
(ii) The expected maturity analysis of undiscounted defined benefit liability is as follows:
As at 30 September As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Less than a year 7 7.14 6 2.62 5 4.49 5 1.52
Between one to five years 1 44.05 1 24.00 1 17.04 1 02.60
Over five years 8 7.00 6 7.85 6 9.46 6 4.12
3 08.19 2 54.47 2 40.99 2 18.24
(iii) Significant estimates: actuarial assumptions and sensitivity
As at 30 September As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Discount rate (p.a.) 6.00% - 6.75% 6.00% - 6.70% 7.15% - 7.45% 7.30% - 7.45%
Future salary increase (p.a.) 5.00% - 7.50% 5.00% - 7.00% 7.00% - 10.00% 7.00% - 10.00%
Retirement age 60 years 60 years 60 years 60 years
Mortality table IALM (2012-2014) IALM (2012-2014) IALM (2012-2014) IALM (2012-2014)
duly modified duly modified duly modified duly modified
Withdrawal rate (p.a.) 5.00% - 21.00% 5.00% - 21.00% 10.00% - 21.00% 10.00% - 21.00%
Weighted average duration of defined benefit obligation 3.49 years - 8.13 years 3.53 years - 7.59 years 3.66 years - 8.55 years 3.82 years - 9.17 years
The Group entities assesses the assumptions with its projected long-term plans of growth and prevalent industry standards. The estimate of future salary increases, considered in actuarial valuation, take account of inflation,
seniority, promotion and other relevant factors such as supply and demand factors in the employment market. The discount rate is based on the prevailing market yields of Government Bonds as at the balance sheet date for the
estimated term of the obligations. The currency and the term of the government bonds is consistent with the currency and term of the defined benefit obligation.
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
As at 30 September As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Discount rate (1% increase) (9.08) ( 6.83) ( 7.13) ( 6.40)
Discount rate (1% decrease) 9 .80 9.76 7 .74 6 .95
Future salary growth (1% increase) 8 .23 9.51 7 .40 6 .67
Future salary growth (1% decrease) (7.80) ( 6.71) ( 6.99) ( 6.27)
Withdrawal rate (10% increase) (2.16) ( 1.45) ( 2.63) ( 2.36)
Withdrawal rate (10% decrease) 2.37 1.46 2.98 2.35
Theabovesensitivityanalysisarebasedonachangeinanassumptionwhileholdingallotherassumptionsconstant.Inpractice,thisisunlikelytooccur,andchangesinsomeoftheassumptionsmaybecorrelated.When
calculatingthesensitivityofthedefinedbenefitobligationtosignificantactuarialassumptions,thesamemethod(presentvalueofthedefinedbenefitobligationcalculatedwiththeprojectedunitcreditmethodattheendofthe
reporting period) has been applied as when calculating the defined benefit liability recognised in the Restated Consolidated Statement of Asset and Liabilities.
The methods and types of assumptions used in preparing the sensitivity analysis did not change as compared to the prior period.
c)Compensated absences
TheentireamountoftheprovisionofRs.122.69million(31March2025:Rs103.07million,31March2024Rs.86.34million,31March2023:Rs.74.16million)ispresentedascurrentsincetheGroupdoesnothavean
unconditional right to defer settlement for any of these obligations.
Expense recognised in the Restated Consolidated Statement of Profit or Loss:
For the six months For the year ended 31 For the year ended 31 For the year ended 31
Particulars period ended 30 March 2025 March 2024 March 2023
September 2025
Employee benefit expenses:
(a) Current service cost 13.90 2 0.90 1 4.66 2 1.92
(b) Interest cost 2.87 5 .41 4 .57 4 .48
(c) Net actuarial loss/ (gain) recognized in the period/ year 1 1.23 1.19 1.90 ( 1.62)
28.00 2 7.50 2 1.13 2 4.78
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482Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
For the six months For the year ended 31 For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024 March 2023
39 Capital commitments September 2025
Estimated amount of contracts remaining to be executed on capital account (net of capital advances) 43.82 1 23.74 105.46 2 3.30
40 Contingent liabilities
(i) Guarantee other than financial guarantee 25.50 2 1.18 2 4.10 2 3.49
Claims against the Group not acknowledged as debts ^
- Excise duty 289.41 7 6.16 - 3 5.21
- Value added tax 5.74 3.21 3 .21 5 .48
- Goods & services tax 123.84 118.58 1 30.05 3 .04
- Income tax 46.89 7 .05 2 0.80 2 0.84
- Customs duty (refer note (iv) below) 39.86 29.41 2 0.99 9 3.46
- Consumer matters 30.53 28.93 1 6.88 1 6.46
'- Entry tax (refer note (ii) below) 692.00 692.00 - -
^ Includinginterestandpenaltytotheextentquantifiedintherespectiveorders.Alltheabovemattersaresubjecttolegalproceedingsintheordinarycourseofbusiness.Thelegalproceedings,whenultimatelyconcludedwillnot,
in the opinion of management, have a material effect on results of operations or financial position of the Group.
(ii)On22January2025,theHoldingCompanyreceived6SCNsdated22January2025fromExciseDepartment(underHaryanaEntryTaxAct,2008)proposingtodemandentrytaxforthefinancialyears2012-13to2017-18
amounting to Rs. 692 million.
ThesaidSCNsweredueto“RemovalofDifficultiesOrder,2024”issuedbytheStateofHaryanaunderprovisotoSection174(2)oftheHaryanaGSTAct,2017,dated11December2024whereinregistereddealerswhohadgot
migrated from the Haryana Sales Tax Act (‘Act’) to VAT shall be considered as deemed registered as Importer under the Act.
ThenoticesstatethattheHoldingCompanyhasfailedtofileperiodicalreturnsandpaytheduetax.AccordingtotheRemovalofDifficultiesOrder,ifanimporterfailstofilereturnswithinninetydaysoftheduedate,the
assessing authority can make an assessment based on the turnover of year ended 31 March 2024 or under the Haryana Value Added Tax Act, 2003.
Basedonmanagementevaluationsandsupportedbylegalopinion,theseSCNsareunconstitutional,timebarredanduntenable.Further,theHon’bleHighCourtofPunjabandHaryana,inChandigarhhasissuedastayorderto
holdwiththeseSCNsadjudicationproceedingsbytheDepartment.Furthermore,inMarch2025,theHoldingCompanyfiledawritpetitioninHighCourtinChandigarh.Nextdateofhearingisscheduledon16December
2025.Followingstayorderandwritpetition,theHoldingCompanyhasalsorequestedtheExcise&TaxationOfficer,Sonipat,tosuspendadjudicationproceedingsuntilthewritpetitionisheard&concluded.Accordingly,no
adjustment is required in the Restated Consolidated Financial Information.
(iii)During the year 2019-20, the Holding Company received notices and inquiries regarding Terminal Excise Duty (TED) refunds from previous years. Various Show Cause Notices (SCNs) were issued by the Additional DGFT,
Ahmedabad, stating that TED refunds received by the Holding Company on the basis of Advance Release Orders (“AROs”) in the years ended 31 March 2015 and 2016 have been erroneously made since the supplies against the
AROs were prior to the dates of issuance of AROs. Lastly, SCN dated 5 November 2019 demanded repayment of Rs. 1094.17 million along with interest thereon for TED refunds received for period of May 2012 to May 2015.
These SCNs were challenged in the Gujarat High Court and the Company has obtained stay order on these demands.
Later CBI filed an FIR followed by chargesheet, implicating the Holding Company, its directors, and former DGFT officials for wrongful TED refunds and invalid AROs, alleging a wrongful loss of Rs. 202.66 million to the
exchequer. The Holding Company has filed discharge application before CBI Court Ahmedabad on 20 February 2023 with next date of hearing on 13 January 2026.
Subsequent to the submission of the FIR and chargesheet filed by the CBI, the Directorate of Enforcement (‘ED’) issued summons to the director and the Holding Company and attached a fixed deposit amounting to Rs. 202.66
million on 7 January 2021. An appeal was filed before the Appellate Tribunal, PMLA, against the attachment order of Rs. 202.66 million fixed deposits on 10 May 2022, with the next hearing on 13 January 2026. Additionally,
the case is pending at CBI Court Ahmedabad, which is listed for hearing on 08 December 2025. Later, in their investigation, as confirmed in the press release dated 9 October 2024 and the provisional supplementary complaint
filed by the ED, they provisionally attached additional Proceeds of Crime in the form of fixed deposits amounting to Rs. 99.40 million pertaining to M/s. Crystal Crop Protection Limited (‘CCPL’), totaling Rs. 302.06 million,
and Rs. 37.86 million pertaining to Parag Rameshchandra Gathani (another alleged person in the case) under the provisions of the Prevention of Money-Laundering Act, 2002 (‘PMLA’). Further, the remaining amount of Rs.
415.33 million which is suspected to be with M/s. Bhadresh Trading Corporation Limited, is under investigation.
During the six months period ended 30 September 2025, ED has encashed fixed deposits amounting to Rs. 99.40 million, which has been challenged by the Holding Company before the Appellate Tribunal, PMLA, as there is no
reference to any offence committed. The next date of hearing is 13 January 2026.
The ED investigation have not been concluded and are still ongoing. While uncertainty exists regarding the ultimate outcome of the investigation, the Holding Company, after considering available information and facts, is
confident, based on legal assessments, that it has a favorable case for claiming such refunds and it is unlikely the matter will result into conviction for offences alleged by CBI and ED. The management believes that the said
attachment will be vacated and this pending litigation is not likely to have any material impact on the Company. Accordingly, no adjustment is required in the Restated Consolidated Financial Information.
(iv)Duringtheearlieryears,theHoldingCompanywasgrantedadvanceauthorizationlicenseswhichrequiredtheHoldingCompanytofulfilcertainexportobligations,bothinquantity&valueterms,withinstipulatedperiodfrom
the date of issue of the aforementioned Advance Authorization licenses. The export obligation period for the said licenses has been already expired.
Duringfinancialyear2021-22,AdditionalDirectorGeneralOfForeignTrade(DGFT)issuedsevenShowCauseNotices(SCNs)underForeignTrade(Development&Regulation)Act,1992,asamended,andtheForeign
Trade(Regulation)Rules1993totheHoldingCompanyforfailuretofulfilobligationsofaforesaidlicenseswhichHoldingCompanywasnotawareof.Duringthecurrentyear,HoldingCompanyretrievedtheseSCNsand
initiated action.
TheHoldingCompanyhadavailedbenefitsofcustomdutyamountingtoRs.24.65millionundertheselicenses.OutofsevenSCNs,thelicenseagainstsixSCNshasbeencancelledsubsequentlyaspersurrenderletterreceived
from Directorate General of Foreign Trade (DGFT).
FortheremainingoneSCN,theHoldingCompanyhasfiledanapplicationwiththeDGFTfornormsandpolicyrevisionandsubsequentlyDGFThasacceptedtheapplication.TheHoldingCompanyisyettofileExport
ObligationDischargeCertificate(EODC)applicationforclosure.Basedonthemanagementassessmentandlegalopinionobtained,thereshouldnotbeanypossibleexposurethatmayimpacttheRestatedConsolidatedFinanical
Information.
(v)On29February2024,theHoldingCompany,itsChairman,andManagingDirectorreceivedashowcausenotice(SCN)fromtheDirectorateofEnforcement(ED)regardingtheinitiationofadjudicationproceedingsunder
section13oftheForeignExchangeManagementAct,1999(FEMA)forallegedcontraventionsofFEMAprovisionsandrelatedregulations.TheSCNcitedallegedcontraventionsinvolvingdelaysintherealizationofexport
proceeds,delaysinshipmentagainstadvancesreceived/given,anddelaysinremittancesagainstimportsduringpreviousyears,amountingtoRs.171.67million.ManagementdulyrepliedtotheSCNon15April2024andthe
Holding Company filed for compounding with the Reserve Bank of India (RBI) on 12 July 2024.
Duringtheyearended31March2025,theHoldingCompanyreceivedanemailfromtheRBIdated4December2024,statingthatthecompoundingapplicationforexporttransactionsamountingtoRs.168.11millionhadbeen
returnedduetopendingadministrativeactionsattheADBank'send.Accordingly,theHoldingCompanyengagedwiththeADBanktocompletethenecessaryadministrativeactions.Therefore,theHoldingCompanyhas
submitted the certified documentary evidence along with the complete compounding application on 11 February 2025.
Further,regardingtheallegedcontraventionsrelatedtoimporttransactionsamountingtoRs.3.60million,theHoldingCompanybelievesthesedonotconstitutecontraventionsbasedonfactualinformation.Thenecessary
evidence and supporting documents to substantiate this position will be submitted to the ED, along with the Compounding Order received from the RBI for the aforementioned export transactions.
Duringthesixmonthsperiodended30September2025,theHoldingCompanyhasreceivedcompoundingorderfromRBIon22August2025afterpayingthecompoundingfeesofRs0.05millionagainstthecontravention
mentioned in the compounding order. The Holding Company has submitted its response and the matter is pending before adjudication authorities.
40ADuringtheyearended31March2013,afirebrokeoutattheHoldingCompany’sgodownatKundlidestroyingHoldingCompany’sstockaggregatingtoRs.222.15million.TheHoldingCompanyfiledaninsuranceclaimwith
NewIndiaAssuranceCompanyLimited(“theinsuranceCompany”)undertheinsurancecovertakenfromthem.TheHoldingCompanyrecognisedtheamountofRs162.95millionasrecoverableduringtheyearended31
March2013basedonthefirstsurveyorreport.However,theinsuranceCompany,videitsletterdated12March2014,rejectedtheHoldingCompany'sclaimbasedonthereportofanothersurveyorappointedbytheinsurance
Company subsequently.
TheHoldingCompanybelievedthattherejectionoftheclaimbytheinsuranceCompanywasunjustifiedandhencefiledacomplaintundersection21oftheConsumerProtectionAct1986,againsttheinsuranceCompanyon22
April 2015 before the National Consumer Disputes Redressal Commission (“NCDRC”), New Delhi.
Aftermultiplehearings,NCDRCpasseditsorderon13December2019infavouroftheHoldingCompanyanddirectedtheinsuranceCompanytopaytheclaimamountofRs162.95millionalongwithsimpleinterest@9%
fromthedateofrepudiationofclaimtillthedateofpayment,fordeficiencyofservice.AsumofRs.0.5millionhasalsobeenawardedinfavouroftheHoldingCompanytowardsharassment.Afterreceivingtheaforesaidorder,
the Holding Company filed for execution of the said order before NCDRC. Meanwhile, the insurance Company filed an appeal before Hon’ble Supreme Court against the order of NCDRC.
TheHon’bleSupremeCourthasdirectedtheinsuranceCompanyvideitsorderdated09October2020todepositwiththeCourt40%oftheprincipalamountwhichisdueandpayableunderimpugnedjudgementandorderof
theNCDRCwithinsixweeks,tograntastayoftheexecutionofthedecree,pendingthedisposalofappeal.Duringtheyearended31March2025,thematterwasscheduledforahearingon13February2025,howeverthesame
has been adjourned to the next hearing date on 16 January 2026.
Based on management evaluations, legal advice and the order of NCDRC, the management is extremely confident of successfully defending the Holding Company’s claim of Rs. 162.95 million.
(This space has been intentionally left blank)
483Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
For the six months For the year ended 31 For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024 March 2023
September 2025**
41 Earnings per share ('EPS')
Profit for the period / year attributable to the owners of the Group for basic earnings (A) 1 ,532.50 1 ,194.24 8 91.95 7 71.75
Add: Interest and fair value change related to Compulsory convertible debentures, net of taxes (B) 2 19.40 1 67.03 9 0.11 5 9.24
Add: Saving on account of employee stock options (C) 0.76 3 .03 0 .59 -
Profit for the period / year attributable to the owners of the Group adjusted for the effect of
dilution (A+B+C) = D 1,752.66 1,364.30 982.65 830.99
Weighted average number of Equity shareholders for basic EPS (E) (in numbers) $ 12,74,63,651 12,74,63,451 12,70,53,684 12,68,13,051
Add: Effect of potential dilution due to Compulsory convertible debentures (F)* (in numbers) 1,24,40,557 1,24,40,557 1,24,40,557 6 1,90,206
Add: Effect of potential dilution due to employee stock options (G)* (in numbers) 3 ,12,142 3 ,19,829 3 ,16,612 2 ,74,017
Weighted average number of Equity shareholders adjusted for the effect of dilution (E+F+G)=H
14,02,16,350 14,02,23,837 13,98,10,853 13,32,77,274
(in numbers)$
Earnings per equity share (face value of Rs. 10 each)
Basic ( A/E ) (in Rs.) 1 2.02 9 .37 7 .02 6 .09
Diluted ( D/H ) (in Rs.)# 1 2.02 9 .37 7 .02 6 .09
$ Excludes treasury shares
* The compulsory convertible debenture issued in the beginning of October 2022 has been considered as potential equity shares and accordingly considered for calculation of Dilutive EPS.
#Potentialsharesareantidilutedinnatureforthesixmonthsperiodended30September2025andyearsended31March2025,31March2024and31March2023thereforedilutedearningsperequityshareissame
as basic earnings per equity share.
**Not annualised for the six months period ended 30 September 2025
42 Information on related party transactions pursuant to Ind AS 24 - Related Party Disclosures
a) Parties where control exists whether or not transactions have taken place:
Nature of relationship Name of the related party
Wholly owned subsidiaries including Partnership Firm Crystal Crop Protection (Australia) Pty Ltd.
Crystal Crop Protection South Africa (Pty) Ltd.
Nexus Crop Science Private Limited (refer note 57(b))
Crystal Crop Techno Solutions Private Limited
Saffire Crop Science Private Limited (refer note 57(b))
I & B Seeds Private Limited (refer note 57(a))
Modern Papers, Partnership Firm
Step-Down Subsidiaries Neha & Saffire Crop Science LLP
Shree Metikheda & Saffire Crop Science LLP
Trimurti & Saffire Crop Protection LLP
KSK & Saffire Crop Science LLP
Ramdeo & Saffire Crop Science LLP
Naveen Agro & Saffire Crop Science LLP
Pragat Shetkari & Saffire Crop Science LLP
Jaishriram Agro & Saffire Crop Science LLP
Balaji & Saffire Crop Science LLP
Vinayaka & Saffire Crop Science LLP
Kisan KSK & Saffire Crop Science LLP
Shri Prithvi Agro & Saffire Crop Science LLP
Shivtara & Saffire Crop Science LLP (Struck off w.e.f 17 November 2023)
Sai Krushi & Saffire Crop Science LLP (Struck off w.e.f 29 March 2024)
Om Traders & Saffire Crop Science LLP
Trusts Crystal Crop Protection Employees Gratuity Fund
Crystal Crop Protection Employee Welfare Trust
Associate Target Genetics Company Limited (w.e.f 31 October 2024)
b) Other related parties with whom transactions have taken place:
Nature of relationship Name of related party
(i) Key managerial personnel and their relatives Nand Kishore Aggarwal - Chairman Emeritus (served as Executive Chairman until 14 November 2025)
Ankur Aggarwal - Chairman and Managing Director (Appointed as Chairman in addition to his existing role of MD w.e.f. 14 November 2025)
Kanak Aggarwal (wife of Nand Kishore Aggarwal) (ceased w.e.f 03 October 2023)
Komal Aggarwal (wife of Ankur Aggarwal)
Komal Aggarwal (daughter of Nand Kishore Aggarwal)
Sartaj Sewa Singh - Director
Chetan Rameshchandra Desai - Director
Anil Jain - Executive Director
Mohit Kumar Goel - Director (ceased w.e.f. 30 November 2025)
Kavishwar Vithalrao Kalambe- Additional Director (w.e.f. 30 November 2025)
Sangeeta Kapiljit Singh - Director
Vikram Singh (Company Secretary)
Nitin Agarwal (Chief Financial Officer) (w.e.f. 08 August 2022)
(ii) Enterprises over which any person described in (i) above is Redson Retail and Reality Private Limited
able to exercise significant influence Aviral Crop Science Private Limited (refer note 54)
Quay Intech Private Limited
Nand Kishore Aggarwal (HUF) (cease to exist vide partition deed dated 20 March 2025)
Kanak Nand Kishore Charitable Trust
Nand Kishore Barathi Charitable Trust
Ankur Aggarwal KNK Family Trust (w.e.f. 29 October 2025 and refer note 57(e))
Pooja Bansal KNK Family Trust (w.e.f. 29 October 2025 and refer note 57(e))
Komal Aggarwal KNK Family Trust (w.e.f. 29 October 2025 and refer note 57(e))
484Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
42 Related party transactions (Cont'd)
c) Transactions with related parties:
Nature of transaction Name of related party For the six months For the year ended 31 For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024 March 2023
September 2025
Purchase of goods Target Genetics Company Limited 8.75 25.32 -
Purchase of property, plant and equipment Quay Intech Private Limited - - 2 .69 -
Sale of property, plant and equipment Nand Kishore Barathi Charitable Trust - - 0 .01 0.35
Field assistant expenses Aviral Crop Science Private Limited 337.97 658.17 5 47.33 519.83
Rent expense Ankur Aggarwal 1 .28 3 .28 2 .57 2 .05
Kanak Aggarwal - - 0 .76 1 .51
Nand Kishore Aggarwal 0 .38 0 .75 0 .75 0 .75
Redson Retail and Reality Private
1 8.17 3 6.34 3 4.91 3 1.28
Limited
Komal Aggarwal (wife of Ankur
0 .23 0 .45 0 .45 0 .45
Aggarwal)
Investment in Partnership firm (Modern paper), Buy out Ankur Aggarwal
1 .81
stake - - -
Komal Aggarwal 3 4.43 - - -
Loan repaid Ankur Aggarwal - - 1 0.00 -
Loan given Ankur Aggarwal - - 1 0.00 -
Corporate social responsibility expenditure Nand Kishore Barathi Charitable Trust - - 1 0.00 2 2.50
Sales of preference share Ankur Aggarwal - - - 3 50.00
Redson Retail and Reality Private
Dividend received - - - 6 .21
Limited
Dividend Paid Nand Kishore Aggarwal - 5 2.65 5 8.15 6 .60
Nand Kishore Aggarwal (HUF) - 5 .98 6 .61 8 .93
Ankur Aggarwal - Managing Director - 4 .01 4 .43 5 .98
Redson Retail & Reality Pvt Ltd - 0 .44 - -
Komal Aggarwal (wife of Ankur - 2 2.32 2 4.66 3 3.32
Aggarwal)
Kanak Aggarwal - - - 7 1.98
Profit share of non-controlling interest Ankur Aggarwal 0 .16 0 .09 0 .31 0 .33
Komal Aggarwal (wife of Ankur 3 .03 1 .80 5 .94 6 .32
Aggarwal)
Reimbursement of expenses incurred by related party on Sartaj Sewa Singh - 0 .10 - 0 .01
behalf of Group Mohit Kumar Goel 0 .59 0 .71 0 .38 0 .05
Vikram Singh - - 0 .00 0 .00
Nitin Agarwal 0 .25 0 .37 0 .27 0 .43
Anil Jain 0 .01 0 .06 0 .14 0 .17
Sangeeta Kapiljit Singh - 0 .03 - -
Nand Kishore Aggarwal - - - 0 .02
Ankur Aggarwal - - - 0 .22
Legal and professional Aviral Crop Science Private Limited - - - 5 .00
Komal Aggarwal (daughter of Nand - - -
0 .90
Kishore Aggarwal)
Reimbursement of expenses incurred by Group on behalf Redson Retail and Reality Private - 0 .98 2 .09 1 .77
of related party Limited
Ankur Aggarwal - 2 .02 2 .25 0 .73
Aviral Crop Science Private Limited - 0 .00 0 .12 0 .10
Director sitting fees Chetan Rameshchandra Desai 0 .48 0 .68 0 .69 0 .59
Sangeeta Kapiljit Singh 0 .32 0 .89 0 .66 0 .35
Sartaj Sewa Singh 0 .51 0 .92 0 .76 0 .64
Commission paid# Chetan Rameshchandra Desai 1 .00 1 .00 1 .00 -
Sangeeta Kapiljit Singh 1 .00 1 .00 1 .00 -
Sartaj Sewa Singh 1 .00 1 .00 1 .00 -
Remuneration* Nand Kishore Aggarwal 3 7.39 5 2.69 3 8.89 5 0.89
Ankur Aggarwal 3 8.72 4 9.85 4 1.57 5 3.57
Anil Jain** 1 2.31 1 4.77 1 1.75 1 5.27
Mohit Kumar Goel 3 .61 4 .77 3 .80 4 .94
Nitin Agarwal** 7 .94 9 .99 7 .05 6 .06
Vikram Singh 1 .59 2 .28 1 .91 2 .00
* Excludes provision for gratuity and compensated absences, as these are determined on the basis of actuarial valuation for the Group as a whole and provision for incentive / variable pay.
#Commissionexpensesforthesixmonthsperiodended30September2025havebeenrecordedunderOtherExpenses.Therewerenocommissionsaccruedfortheyearended31March2025.Thecommission
paymentofRs.3.00million,recognisedduringtheyearended31March2025,relatestocommissionspertainingtotheyearended31March2024andnocommissionswereaccruedfortheyearended31March2024,
and the commission payment of Rs. 3.00 million, recognised during the year ended 31 March 2024, pertains to the year ended 31 March 2023.
**ExcludesemployeestockoptionexpensesofRs.0.21million(31March2025:Rs.0.63million,31March2024:Rs.0.28million,31March2023:Nil)forAnilJainandRs.0.09million(31March2025:Rs.0.25
million, 31 March 2024: Rs. 0.11 million, 31 March 2023: Nil) for Nitin Agarwal, respectively.
485Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
42 Related party transactions (Cont'd)
d) Outstanding balances as at year-end
Nature of balance outstanding Name of related party For the six months For the year ended 31 For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024 March 2023
September 2025
Remuneration payable Mohit Kumar Goel - 0 .07 - -
Ankur Aggarwal - - 0 .01 0 .01
Nitin Agarwal - - 0 .02 -
Redson Retail and Reality Private
Trade payables 0 .02 0 .01 3 .23 -
Limited
Ankur Aggarwal 0 .00 0 .00 0 .29 -
Aviral Crop Science Private Limited 5 9.52 1 7.73 3 8.09 7 9.22
Target Genetics Company Limited 1 .49 4 .19 - -
Employees related payable Anil Jain 0 .00 - 0 .00 0 .00
Mohit Kumar Goel 0 .43 - 0 .02 0 .02
Nand Kishore Aggarwal 1 .99 - - -
Ankur Aggarwal 1 .71 - - -
Nitin Agarwal 0 .54 - - -
Vikram Singh 0 .16 - - -
Redson Retail and Reality Private
Security deposit given 3 .00 2 .89 2 .68 2 .48
Limited
Investment in associates Target Genetics Company Limited 1 8.81 1 9.39 - -
Advance to trade vendors Quay Intech Private Limited - - - 2 .09
e) TheGrouphasestablishedacomprehensivesystemofmaintenanceofinformationanddocumentsasrequiredbythetransferpricinglegislationundersections92-92FoftheIncome-taxAct,1961.Sincethelaw
requiresexistenceofsuchinformationanddocumentationtobecontemporaneousinnature,theGroupcontinuouslyupdatesitsdocumentationforthetransactionsenteredintowiththeassociatedenterprisesduring
thefinancialyearandexpectssuchrecordstobeinexistencebeforetheduedateoffilingofincometaxreturn.Themanagementisoftheopinionthatallthetransactionswithassociatedenterprises(orrelatedparties)
are at arm’s length so that the aforesaid legislation will not have any impact on the restated consolidated financial information, particularly on the amount of tax expense and that of provision for taxation.
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486Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Transactions within the Group for the period/ year (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations
For the six months
For the year ended For the year ended For the year ended
Main Entity Name of Related Parties Nature of Transaction period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
Sale of Property Plant & Equipment 0.66 - - 0.54
Purchase 471.89 948.87 677.66 1,035.19
Crystal Crop Protection Limited Sales 958.71 1,585.74 1,555.83 1,954.33
Financial Guarantee Obligation - - - 2.50
Share in profit 91.56 34.51 97.98 104.24
Modern Papers Purchase 2.33 1.63 17.31 25.57
Nexus Crop Science Private
Sales 45.07 70.08 45.05 51.79
Limited
Sales of Property Plant & Equipment - - 0.23 -
Sales - 22.66 22.27 8.55
Saffire Crop Science Private
Limited
Share in profit 0.42 - - -
Crystal Crop Employee Welfare
Loan Given - - 0.00 0.49
Trust
Loan Returned (Principal) - - 0.50 -
Reimbursement of Expenses 1.12 1.53 - -
Loan Returned (Interest Part) - - 0.03 -
Crystal Crop Techno Solution Pvt
Purchase of Tangible Assets 6.46 11.07 - -
Ltd
Crystal Crop Protection Limited Purchase of Goods 1,210.32 1,354.85 716.31 496.08
Reimbursement of expenses incurred by
0.90 6.14 6.14 3.83
Other on behalf of Company
Finance Guarantee 1.00 2.00 4.00 -
Sale of goods - 13.04 16.21 -
Nexus Crop Science Pvt Ltd Purchase of Goods 308.06 396.24 334.60 378.52
Sale of goods - 1.87 9.88 38.61
Purchase of Goods - 22.66 22.27 8.55
Modern Papers
Investment 6.04 - - -
KSK & Saffire Crop Science LLP Investment in LLP - - 0.10 -
Sale of goods - - (0.04) 4.62
Profit/(Loss) from LLP (0.11) (1.75) (4.59) (1.16)
Interest on investment in LLP - - - 4.56
Withdrawal from LLP - - (24.32) (5.05)
Jai Shriram Agro & Saffire Crop
Saffire Crop Science Private Limited Investment in LLP 0.05 - 0.10 -
Science LLP
Withdrawal from LLP - (0.20) - 0.24
Profit/(Loss) from LLP 0.03 (1.72) (1.96) (1.69)
Sale of goods - - - 6.46
Interest on Investments in LLP - - 1.46 1.45
Balaji & Saffire Crop Science LLP Investment in LLP 0.08 - 0.10 10.30
Sale of goods - - (3.92) 11.36
Profit/(Loss) from LLP (0.03) (2.54) (1.26) (1.78)
Interest on Investments in LLP - - - 2.60
Withdrawal from LLP - (0.50) (5.70) (9.02)
Vinayaka & Saffire Crop Science
Investment in LLP - - 0.10 -
LLP
Sale of goods - - 0.00 16.86
Profit/(Loss) from LLP (0.24) (3.23) (2.48) (4.61)
Interest on Investments in LLP - - - 6.06
Withdrawal from LLP - (7.10) (14.81) (18.99)
Kisan KSK & Saffire Crop Science
Investment in LLP - - 0.27 -
LLP
Sale of goods - - 15.60 26.06
Profit/(Loss) from LLP 0.06 (1.50) (5.47) (0.37)
Interest on Investments in LLP - - 3.13 3.13
Withdrawal from LLP - (6.45) - 0.35
Om Traders & Saffire Crop
Investment in LLP 0.05 0.13 0.10 2.00
Science LLP
Interest on Investments in LLP - - - 1.15
Profit/(Loss) from LLP (0.02) (0.59) (0.30) 0.23
Sale of goods - - - 3.63
Withdrawal from LLP - (0.18) (5.80) (3.45)
(This space has been intentionally left blank)
487Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Transactions within the Group for the period/ year (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
For the six months
For the year ended For the year ended For the year ended
Main Entity Name of Related Parties Nature of Transaction period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
Ramdeo & Saffire Crop Science
Investment in LLP 0.03 0.10 - -
LLP
Profit/(Loss) from LLP (0.01) (1.99) (0.01) (0.05)
Withdrawal from LLP - - - (0.87)
Shree Metikheda & Saffire Crop
Investment in LLP 0.03 0.13 - -
Science LLP
Profit/(Loss) from LLP (0.01) (2.63) (0.02) (0.05)
Trimurti & Saffire Crop Protection
Investment in LLP 0.03 0.12 - -
LLP
Sale of goods - - - (0.01)
Profit/(Loss) from LLP (0.01) (0.40) (0.05) 0.11
Withdrawal from LLP - - (0.37) (0.80)
Shri Prithvi Agro And Saffire Crop
Investment in LLP - - 0.27 -
Science LLP
Saffire Crop Science Private Limited
Sale of goods - - 5.31 20.15
(cont')
Interest on Investments in LLP - - 4.69 4.68
Profit/(Loss) from LLP (0.22) (3.93) (5.33) (2.68)
Withdrawal from LLP 9.50 (10.10) - 0.37
Pragat Shetkari & Saffire Crop
Investment in LLP 0.05 - 0.10 -
Science LLP
Sale of goods - - (0.02) 6.19
Profit/(Loss) from LLP (0.01) (1.36) (1.50) 0.65
Interest on Investments in LLP - - - 1.24
Withdrawal from LLP - (0.25) (4.62) (3.17)
Neha & Saffire Crop Science LLP Investment in LLP - - 0.16 -
Sale of goods - - (0.05) 21.40
Profit/(Loss) from LLP (0.01) (1.25) (3.42) (1.26)
Interest on Investments in LLPs - - - 2.93
Withdrawal from LLP - (7.62) (10.54) (2.70)
Naveen Agro & Saffire Crop
Withdrawal from LLP - (0.59) (1.55) (3.54)
Science LLP
Investment in LLP's 0.06 - - -
Profit/(Loss) from LLP (0.02) (2.36) (0.50) (0.24)
Purchase of PPE - - - 0.68
Job work charges received - - 1.99 4.28
Purchase 223.71 487.57 537.75 780.94
Crystal Crop Protection Limited Sales 1,638.50 2,174.82 1,314.37 1,434.36
Rental income - 0.09 1.03 1.03
Sale of PPE - - - -
Finance guarantee obligation 3.76 7.50 - -
Reimbursement of expenses incurred
- - -
Nexus Crop Science Private Limited by related party on behalf of company 16.16
Saffire Crop Science Private
Sales 308.06 396.24 334.60 378.52
Limited
Purchases - 1.87 9.88 38.61
Modern Papers Purchases 45.07 70.08 45.05 51.79
Sales 2.33 1.63 17.31 25.57
Purchase of PPE - - 0.23 -
Rental Expenses 0.03 0.05 0.04 -
Loan taken - - 0.09 1.28
Loan Repaid - 5.98 0.27 0.50
Share application money - 44.90 10.50 -
Sale of goods 6.46 60.89 - -
Crystal Crop Techno Solutions
0.15 0.40 0.33
Private Limited Crystal Crop Protection Limited Interest on borrowing -
Reimbursement of expenses incurred by
- 0.55 - -
related party on behalf of Company
Reimbursement of expenses incurred by
- 0.04 - -
company on behalf of related party
Saffire Crop Science Private
Sale of goods - 11.07 - -
Limited
(This space has been intentionally left blank)
488Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Transactions within the Group for the period/ year (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
For the six months
For the year ended For the year ended For the year ended
Main Entity Name of Related Parties Nature of Transaction period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
I&B Seeds Private Limited^ Crystal Crop Protection Limited Purchase of seeds 0.25 0.22 - -
Crystal Crop Protection Limited Purchase of products - - (0.00) 0.25
Jaishriram Agro & Saffire Crop Trimurti & Saffire Crop Protection
Purchase of products - - 0.34
Science LLP LLP -
Saffire Crop Science Private
Interest Paid - - 1.46 1.45
Limited
Purchase of products - - - 6.46
Addition of Current Capital 0.05 - 0.10 0.24
Jai Shri Ram Agro & Saffire Crop
Sale of products - - 0.10
KSK & Saffire Crop Science LLP Science LLP -
Saffire Crop Science Private
Purchase of goods - (0.04) 4.62
Limited -
Interest paid - - - 4.56
Withdrawal of Current Capital - - 24.23 5.05
Crystal Crop Protection Limited Purchase of goods - - (0.17) (1.34)
Saffire Crop Science Private Withdrawal of Current Capital - 0.59 1.55 3.54
Limited
Addition of Current Capital 0.06 - - -
Naveen Agro Agencies Withdrawal of Current Capital - - - 0.06
Naveen Agro & Saffire Crop Science
Addition of Current Capital - - 4.05
LLP -
Sale of Products - - - 60.34
Neha And Saffire Crop Science
Sale of Products - - 0.57
LLP -
Crystal Crop Protection Limited Purchase of goods - - (2.19) 8.78
Saffire Crop Science Private
Addition of Current Capital 0.13 0.13 0.10 2.15
Limited
Om Traders & Saffire Crop Sciences
Interest Paid - - 1.15
LLP
Withdrawal of Current Capital 0.18 0.18 5.80 3.60
Purchase of products - - 3.63
Crystal Crop Protection Limited Purchase of goods - - - 0.12
Shri Prithvi Agro & Saffire Crop
Sale of products - - 0.02
Science LLP -
Pragat Shetkari & Saffire Crop Saffire Crop Science Private
Purchase of goods - (0.02) 6.19
Science LLP Limited -
Addition of Current Capital 0.05 - 0.10 -
Withdrawal of Current Capital - 0.25 4.62 3.17
Interest paid - - - 1.24
(This space has been intentionally left blank)
489Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Transactions within the Group for the period/ year (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
For the six months
For the year ended For the year ended For the year ended
Main Entity Name of Related Parties Nature of Transaction period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
Saffire Crop Science Private
Ramdeo & Saffire Crop Science LLP Withdrawal of Current Capital 0.10 0.10 - 0.87
Limited
Saffire Crop Science Private
Interest payable 0.15 0.15 0.15
Limited 0.15
Shree Metikheda & Saffire Crop
Trade payables 0.33 0.33 0.33 0.33
Science LLP
Addition of Current Capital 0.13 0.13 - -
Crystal Crop Protection Limited Security deposit given 0.03 - - 0.03
Trade payables 3.67 3.67 2.25 2.25
Ksk & Saffire Crop Science LLP Sale of Products - - - 0.04
Kisan Ksk & Saffire Crop Science
Sale of Products - - 0.33
LLP -
Jai Shri Ram Agro And Saffire
Trimurti & Saffire Crop Science LLP Sale of Products - - 0.34
Crop Science LLP -
Crystal Crop Protection Limited Purchase of goods - - - (0.37)
Saffire Crop Science Private
Withdrawal of Current Capital - 0.37 0.80
Limited -
Addition of Current Capital 0.03 - - -
Purchase of goods - - - (0.01)
Kisan Ksk & Saffire Crop Science
Sale of products - 0.11 0.63
LLP -
Purchase of goods - (0.01) 0.35 -
Vinayaka & Saffire Crop Science
Purchase of goods - - 0.28
LLP -
Shri Prithvi Agro and Saffire Crop
Purchase of goods - - 0.20
Science LLP Balaji & Saffire Crop Science LLP -
Pragat Shetkari And Saffire Crop
Purchase of goods - - 0.02
Science LLP -
Saffire Crop Science Private
Purchase of goods - 5.31 20.15
Limited -
Addition of Current Capital - - 0.27 0.37
Withdrawal of Current Capital 0.95 10.10 - -
Interest Paid - - 4.69 4.68
Crystal Crop Protection Limited Purchase of goods - - (12.38) 30.13
Sale of products - - 2.84
Balaji & Saffire Crop Science LLP -
Purchase of goods - - 0.01 -
Shri Prithvi Agro & Saffire Crop
Sale of products - 0.35 -
Science LLP -
Purchase of goods - - 0.11 0.65
Kisan KSK and Saffire Crop Science Saffire Crop Science Private
Purchase of goods - 15.60 26.06
LLP Limited -
Addition of Current Capital - - 0.27 0.35
Interest paid - - 3.13 3.13
Crystal Crop Protection Limited Purchase of goods - - (0.00) 0.26
Trimurti & Saffire Crop Science
Purchase of goods - - 0.33
LLP -
Naveen Agro & Saffire Crop
Purchase of Products - - 0.57
Science LLP -
Vinayaka Seeds and Saffire Crop
Neha & Saffire Crop Science LLP Sale of Products - - 0.81
Science LLP -
Saffire Crop Science Private
Purchase of products - (0.05) 21.40
Limited -
Interest Paid - - - 2.93
Addition of Current Capital - - 0.16 -
Withdrawal of Current Capital 7.62 7.62 10.54 2.70
Crystal Crop Protection Limited Purchase of products - - (0.18) 7.37
Kisan KSK & Saffire Crop Science
Balaji and Saffire Crop Science LLP Sale of products - 0.01 -
LLP -
Purchase of goods - - - 2.84
Purchase of goods - - (3.92) 11.36
Interest paid - - - 2.60
Saffire Crop Science Private
Addition of Current Capital - 0.10 -
Limited -
Addition of Working Capital - - 0.10 10.52
Withdrawal of working Capital - - 5.70 9.25
Withdrawal of Current Capital - 0.50 5.70 -
Shri Prithvi Agro & Saffire Crop
Sale of products - - 0.20
Science LLP -
Shri Prithvi Agro & Saffire Crop
Sale of products - - 0.28
Science LLP -
Vinayaka Seeds & Saffire Crop Saffire Crop Science Private
Purchase of products - 0.00 16.86
Science LLP Limited -
Interest Paid - - - 6.06
Addition of Current Capital - - 0.10 -
Withdrawal of Current Capital - 7.10 14.81 18.99
Crystal Crop Protection Limited Purchase of goods - - - 1.91
Purchase of goods - - 0.81
Neha & Saffire Crop Science LLP -
490Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Transactions within the Group for the period/ year (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
For the six months
For the year ended For the year ended For the year ended
Main Entity Name of Related Parties Nature of Transaction period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
Modern Papers Sale/ (Sale return) of products 471.89 948.87 677.66 1,035.19
Purchase of goods 958.71 1,585.74 1,555.83 1,954.33
Purchase of property, plant and equipment 0.66 - - 0.54
Finance guarantee obligation - - - 2.50
Drawings from firm - - 250.00 -
Reimbursement of expenses incurred by
0.03
Company on behalf of related party
Share in profit of partnership firm 91.47 34.61 97.98 104.13
Nexus Crop Science Private
Sale/ (Sale return) of products 223.71 487.57 537.75 780.94
Limited
Finance guarantee obligation 3.76 3.31 - -
Job work charges - - 1.99 4.28
Sale of property, plant and equipment - - - 0.68
Rent expense - 0.09 1.03 1.03
Reimbursement of expenses incurred by
16.16
Company on behalf of related party
Purchase of goods 1,638.50 2,174.82 1,314.37 1,434.36
Saffire Crop Science Private
Sale/ (Sale return) of products 1,210.32 1,354.85 716.31 496.08
Limited
Finance guarantee obligation 1.00 2.00 4.00 -
Reimbursement of expenses incurred by
0.90 6.14 6.14 3.83
Company on behalf of related party
Purchase of goods - 13.04 16.21 -
Crystal Crop Protection Limited Sale/ (Sale return) of products - - (0.16) (1.34)
KSK and Saffire Crop Science LLP
Om Traders & Saffire Crop
Sale/ (Sale return) of products - - (2.06) 8.78
Science LLP
Shri Prithvi Agro & Saffire Crop
Sale/ (Sale return) of products - - (11.83) 30.13
Science LLP
I & B Seeds Private Limited Sale/ (Sale return) of products 0.36 0.19 - -
Investment in subsidiaries - 2,429.80 - -
Crystal Crop Techno Solutions
Purchase of property, plant and equipment - 60.89 - -
Private Limited
Loan given - - 0.09 1.28
Interest income on loan (gross of tax
- 0.14 0.40 0.33
deducted at source)
Investment in subsidiaries - 44.90 10.50 -
Rent Income 0.03 - - -
Loan received back - 5.98 0.27 0.50
Crystal Crop Protection Employee
Dividend paid - 4.76 5.26 7.11
Welfare Trust
Loan received back - - - 5.00
Loan given - - - 0.12
Sale/ (Sale return) of products - - - 7.37
Neha & Saffire Crop Science LLP
Trimurti & Saffire Crop Protection
Sale/ (Sale return) of products - - - (0.37)
LLP
Jai Shriram Agro & Saffire Crop
Sale/ (Sale return) of products - - - 0.25
Science LLP
Vinayak Seeds & Saffire Crop
Sale/ (Sale return) of products - - - 1.91
Science LLP
Pragat Shetkari & Saffire Crop
Sale/ (Sale return) of products - - - 0.12
Science LLP
Kisan KSK & Saffire Crop Science
Sale/ (Sale return) of products - - - 0.26
LLP
^ I&B Seeds Private Limited was acquired on 31 October 2024. Accordingly, the amounts presented pertain to the period 01 November 2024 to 31 March 2025 for the financial year ended 31 March 2025.
(This space has been intentionally left blank)
491Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Balances outstanding within the Group at the period/ year end (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations
As at 30 September
Main Entity Name of Related Parties Nature of Transaction As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Crystal Crop Protection Limited Net trade receivable at the end of the year 3 21.70 254.29 199.28 628.34
Nexus Crop Science Private Limited Net trade receivable at the end of the year 3 7.55 27.36 1.47 0.50
Aviral Crop Science Private Limited
Modern Papers (Formerly Known as Toonz Retail Balance Payable at the end of the year - - - 0.01
India Pvt. Ltd.)
Saffire Crop Science Private Limited Net trade receivable at the end of the year - 7.54 6.94 2.91
Crystal Crop Employee Welfare Trust Receivable at the end of year - - - 0.49
Crystal Crop Protection Limited Trade Receivables/ (Payables) (1,212.71) (547.15) (179.95) (108.03)
Nexus Crop Science Private Limited Trade Receivables/ (Payables) (185.86) (73.65) (68.16) (32.29)
Trade Receivables/ (Payables) - (7.54) (6.94) (2.91)
Modern Papers
Investment 6.04 - - -
Kisan KSK & Saffire Crop Science
Trade Receivables/ (Payables) - 2.29 9.04
LLP
Investment in LLP 22.35 22.29 29.51 34.71
Interest Receivable From LLP - - 1.56
Naveen Agro & Saffire Crop Science
Trade Receivables/ (Payables) - (0.02) (0.01)
LLP
Investment in LLP 16.46 16.42 18.21 20.27
Interest Receivable From LLP - - 1.48
Shri Metikheda & Saffire Crop
Trade Receivables/ (Payables) 0 .33 0.33 0.33 0.33
Science LLP
Investment in LLP 0.46 0.44 1.66 1.67
Interest Receivable From LLP 0.15 0.15 0.15 0.15
Shri Prithvi Agro and Saffire Crop
Trade Receivables/ (Payables) - 1.06 7.68
Science LLP
Investment in LLP 26.79 27.96 40.06 45.12
Interest Receivable From LLP - 2.61 3.11
Saffire Crop Science Private Limited Vinayaka & Saffire Crop Science LLPTrade Receivables/ (Payables) (0.00) (0.00) (2.89)
Investment in LLP 31.69 31.93 40.68 57.86
Interest Receivable From LLP - - 0.82
Jai Shriram Agro & Saffire Crop
Investment in LLP 10.49 10.41 11.49 13.36
Science LLP
Interest Receivable From LLP 1.98 1.98 1.98 1.31
Trade Receivables/ (Payables) - - 2.79
Balaji & Saffire Crop Science LLP Investment in LLP 7 .35 7.30 9.09 15.95
Trade Receivables/ (Payables) - - 4.72
Interest Receivable From LLP - - 1.14
Pragat Shetkari & Saffire Crop
Investment in LLP 9.97 9.93 11.03 17.05
Science LLP
Trade Receivables/ (Payables) - - (0.13)
Interest Receivable From LLP - - 0.09
Trimurti & Saffire Crop Protection
Investment in LLP 3.27 3.25 3.33 3.74
LLP
KSK & Saffire Crop Science LLP Investment in LLP 1 2.06 12.17 13.06 41.87
Trade Receivables/ (Payables) - - (4.27)
Interest Receivable From LLP - - 1.50
Neha & Saffire Crop Science LLP Investment in LLP 1 8.06 18.06 26.32 40.12
Trade Receivables/ (Payables) - - (1.29)
Interest Receivable From LLP - - 0.23
Om Traders & Saffire Crop Science
Investment in LLP 3.22 3.25 3.59 9.60
LLP
Interest Receivable From LLP 0.84 0.84 0.84 0.84
Trade Receivables/ (Payables) - - (0.47)
Ramdeo & Saffire Crop Science LLP Investment in LLP 3.90 3.88 4.80 4.81
Interest Receivable From LLP 0.41 0.41 0.41 0.41
Net trade receivable outstanding at the end of the
Crystal Crop Protection Limited 917.12 604.87 342.64 207.75
period
Net trade receivable outstanding at the end of the
Saffire Crop Science Private Limited 73.65 68.16 32.29
Nexus Crop Science Private Limited period 1 85.86
Net trade payable outstanding at the end of the
Modern Papers 27.36 1.47 0.50
period 3 7.55
492Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Balances outstanding within the Group at the period/ year end (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
Year end balances
As at 30 September
Main Entity Name of Related Parties Nature of Transaction As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Loan Balance (Including Interest due net of TDS) - - 5.84 5.67
Other receivable - 0.03 - -
Crystal Crop Protection Limited Share Capital 1 .73 1.73 0.73 -
Security Premium 5 4.17 54.17 10.27 -
Crystal Crop Techno Solutions
Trade Payable 0 .00 - 0.05 -
Private Limited
Saffire Crop Science Pvt Ltd Trade receivable 7 .23 - - -
Saffire Crop Science Private Limited Interest payable - 1.98 1.31
Trade payable - - 2.79
Crystal Crop Protection Limited Trade payable - - 0.17
Security deposit given - - 0.03
Jaishriram Agro & Saffire Crop Om Trader & Saffire Crop Science
Trade payable 0 .02 0.02 0.09 0.17
Science LLP LLP
Trade payable - - 0.11
KSK & Saffire Crop Protection LLP
Trimurti & Saffire Crop Protection
Trade payable 0 .18 0.18 0.18 0.26
LLP
Vinayaka Seeds & Saffire Crop
Trade receivable 0.00 0.00 0.00 0.00
Science LLP
Crystal Crop Protection Limited Trade receivable 0 .16 0.16 0.11 -
Trade payables - - 0.09
Security Deposit Given - 0.03 0.03
Interest payable - - 1.50
Saffire Crop Science Private Limited -
KSK & Saffire Crop Science LLP Trade receivable - - -
Trade payables - - - 4.27
Shri Prithvi Agro & Saffire Crop
Trade receivable - - -
Science LLP 0 .01
Trimurti And Saffire Crop Protection
Trade payables - - 0.05
LLP
Om Traders & Saffire Crop Science
Trade receivable 0.00 0.00 -
LLP
Jai Shri Ram Agro & Saffire Crop
Trade receivable - - 0.11
Science LLP
Trade payables - 0.02 -
Saffire Crop Science Private Limited
Interest payable - - 1.48
Naveen Agro & Saffire Crop Science
Trade receivable 0.02 0.02 - 0.01
LLP
Trade payables 0.10 - 0.16 0.10
Neha And Saffire Crop Science LLP
Crystal Crop Protection Limited Security Deposit Given - 0.03 0.03
Trade Payables - - 0.25
Saffire Crop Science Private Limited Trade receivable - - - 0.47
Interest payable - 0.84 0.84
Om Traders & Saffire Crop Sciences
Ksk And Saffire Crop Science LLP Trade payables - 0.00 0.00
LLP
Trimurti & Saffire Crop Science LLP Revenue received in advance - - 0.02
Balaji & Saffire Crop Science LLP Trade receivable 0 .00 0.00 0.00 0.00
Jaishriram Agro & Saffire Crop
Trade receivable 0.02 0.02 0.09 -
Science LLP
Advance to trade vendors - - 0.17
Crystal Crop Protection Limited Security Deposit Given - 0.03 0.03
Trade Payables - - 2.14
Pragat Shetkari & Saffire Crop
Crystal Crop Protection Limited Advance to Vendors - - - 0.01
Science LLP
Security Deposit - - - 0.03
Saffire Crop Science Private Limited Interest payable - - - 0.09
Trade Payables - - - (0.13)
493Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Balances outstanding within the Group at the period/ year end (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
Year end balances
As at 30 September
Main Entity Name of Related Parties Nature of Transaction As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Ramdeo & Saffire Crop Science LLPSaffire Crop Science Private Limited Interest payable - 0.42 0.42
Crystal Crop Protection Limited Trade payables - 0.06 0.08
Security deposit given - - 0.03
Om Trader & Saffire Crop Science
Trimurti & Saffire Crop Science LLP Trade receivable - - 0.02
LLP
KSK & Safire Crop Science LLP Trade receivable - - 0.05
Jai Shri Ram Agro And Saffire Crop
Trade receivable 0.18 0.18 0.18 0.26
Science LLP
Shri Prithvi Agro and Saffire Crop
Saffire Crop Science Private Limited Interest payable - - 2.61 3.11
Science LLP
Trade receivable 0.02 - - -
Trade Payable - - 1.06 7.68
Kisan Ksk & Saffire Crop Science
Trade Payable 0.08 -
LLP -
Advance to trade vendors - - 0.08
Crystal Crop Protection Limited Trade Payable - - 25.17
Security deposit given - - 0.03
Advance to trade vendors - 0.16 -
Interest payable - 2.88 1.56
Saffire Crop Science Private Limited
Trade receivables 0 .02 - - -
Trade payables - 2.29 9.04
Kisan KSK and Saffire Crop Science Shri Prithvi Agro & Saffire Crop
Trade payables - - 0.08
LLP Science LLP
Shri Prithvi Agro & Saffire Crop
Trade receivables 0.01 0.08 -
Science LLP 0.01
Crystal Crop Protection Limited Trade receivables - 0.01 -
Advance to trade vendors - - 0.01
Security deposit given - 0.03 0.03
Balaji & Saffire Crop Science LLP Trade receivables - 0.01 0.03
Crystal Crop Protection Limited Trade payables - 4.33 12.00
Advance to vendors - - 5.60
Security Deposit - - 0.05
Neha & Saffire Crop Science LLP Saffire Crop Science Private Limited Interest payable - - 0.23
Trade receivables - - 1.29
Naveen Agro & Saffire Crop Science
Trade receivables 0.10 0.10 0.10 0.16
LLP
Om Traders & Saffire Crop Science
Trade payables - 0.00 0.00
LLP
Kisan KSK & Saffire Crop Science
Balaji and Saffire Crop Science LLP Trade payables - 0.01 -
LLP
- - 1.14
Saffire Crop Science Private Limited Interest payable
Trade Payables - - 4.73
Crystal Crop Protection Limited Security Deposit Given - - 0.03
Jai Shri Ram Agro And Saffire Crop
Trade Payables - 0.00 0.00
Science LLP
Vinayaka Seeds & Saffire Crop
Trade Payables - 0.00 (2.89)
Science LLP Saffire Crop Science Private Limited
Interest payable - - 0.82
Crystal Crop Protection Limited Trade Receivables 2 8.07 0.11 0.12 -
Advance to Trade Vendors - - 0.11
Security Deposit Given 0 .03 0.03 0.03 0.03
Shri Prithvi Agro & Saffire Crop
Trade Receivables - 0.00 0.00
Science LLP
494Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
f) Balances outstanding within the Group at the period/ year end (eliminated upon consolidation) presented in accordance with Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations (cont'd)
Year end balances
As at 30 September
Main Entity Name of Related Parties Nature of Transaction As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Modern Papers Trade and other payables 3 21.70 254.29 199.28 628.34
Investments 224.97 103.30 54.18 220.31
Letter of comfort 2 50.00 250.00 250.00 250.00
Revenue received in advance 0.36 0.36 - -
Ramdeo & Saffire Crop Science LLP
Nexus Crop Science Pvt Ltd Trade and other payables 9 17.12 604.87 342.64 207.75
Investments 29.90 29.90 29.90 29.90
Financial guarantee 7 50.00 4.19 -
Neha & Saffire Crop Science LLP Trade receivable - 4.33 12.00
Crystal Crop Protection Limited Other financial assets- security deposit - 0.03 0.05
Revenue received in advance - 0.01 0.06
Shree Metikheda & Saffire Crop
Trade receivable 3.67 3.67 2.25 2.25
Science LLP
Other financial assets- security deposit 0 .03 0.03 0.03 0.03
Trade receivable 1,212.71 547.15 179.95 105.72
Saffire Crop Science Private Limited
Advance to trade vendors - - 2.31
Investments 503.89 503.89 503.89 503.89
Financial guarantee 2 00.00 - - 200.00
Revenue received in advance 0.11 0.11 - 0.11
Vinayak & Saffire Crop Science LLP
Other financial assets- security deposit 0 .03 0.03 0.03 0.03
KSK & Saffire Crop Science LLP Revenue received in advance 0.16 0.11 -
Trade receivable - - 0.09
Other financial assets- security deposit - 0.03 0.03
Crystal Crop Protection Employee
Loans receivable 3 87.50 387.50 387.50 388.25
Welfare Trust
Loans receivable - - 5.84 5.67
Crystal Crop Techno Solutions Private
Limited Crystal Crop Techno Solutions Private Limited 0 .00 - - -
Investments 55.90 55.90 11.00 0.50
Crystal Crop Protection (Australia)
Investments 1.53 1.53 1.53 1.53
Pty Ltd.
Crystal Crop Protection South Africa
Investments 6.70 6.70 6.70 6.70
(Pty) Ltd.
Trimurti & Saffire Crop Protection
Trade receivable - - 0.08
LLP
Other financial assets- security deposit - - 0.03
Om Traders & Saffire Crop Science
Trade receivable - - 2.14
LLP
Other financial assets- security deposit - - 0.03
Shri Prithvi Agro & Saffire Crop
Trade receivable - - 25.17
Science LLP
Other financial assets- security deposit - - 0.03
Naveen Agro & Saffire Crop Science
Trade receivable - - 0.25
LLP
Other financial assets- security deposit 0.03 - - 0.03
Jai Shriram Agro & Saffire Crop
Trade receivable - - 0.17
Science LLP
Other financial assets- security deposit - - 0.03
Kisan KSK & Saffire Crop Science
Revenue received in advance 0.16 - - 0.01
LLP
Other financial assets- security deposit - - 0.03
Pragat Shetkari & Saffire Crop
Revenue received in advance - - 0.00
Science LLP
Other financial assets- security deposit - - 0.03
Balaji & Saffire Crop Science LLP Other financial assets- security deposit - - 0.03
I&B Seeds Private Limited^ Investments 2 ,429.80 2,429.80 - -
Crystal Crop Protection (Australia) Crystal Crop Protection Limited
Equity Share Capital 1 .53 1.53 1.53 1.53
Pty Ltd.
Crystal Crop Protection South Africa Crystal Crop Protection Limited
Equity Share Capital 6 .70 6.70 6.70 6.70
(Pty) Ltd.
^ I&B Seeds Private Limited was acquired on 31 October 2024. Accordingly, the amounts presented pertain to the period 01 November 2024 to 31 March 2025 for the financial year ended 31 March 2025.
Notes:
a) All transactions with these related parties are priced on an arms length and in the normal course of business.
b) The above note also suffice the requirement of related party disclosure as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
c) Close members of the family as defined as Ind AS 24 are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.
(This space has been intentionally left blank)
495Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
43 Fair value measurements
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:
As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Level of Amortised Amortised Amortised Amortised
Note FVPL FVOCI FVPL FVOCI FVPL FVOCI FVPL FVOCI
hierarchy cost cost cost cost
Financial assets
Investments in mutual funds (b) 1 1,736.74 - - 1,529.68 - - 1,013.75 - - 455.06 - -
Investment in debenture (b) 3 - - - - - - - - - - - 175.20
Investments in fixed deposit with others (b) - - - - - - - - 265.50 - - 205.00
Investments in bonds (a) 1 - - 6 0.95 - - 60.95 - - 210.95 - - 60.95
Investments in Commercial Paper (b) 1 - - - - - - - - 1,368.87 - - 99.10
Loans (a) - - 2 .09 - - 2.27 - - 3.14 - - 4.23
Trade receivables (a) - - 9 ,452.91 - - 6,629.80 - - 5,795.17 - - 5,874.08
Cash and cash equivalents (a) - - 5 61.19 - - 243.05 - - 296.91 - - 167.18
Bank balances other than cash and cash equivalent (a) - - 2 87.35 - - 209.94 - - 443.67 - - 1,069.34
Other financial assets (a) and (b) 2 2 9.82 - 3 72.51 - - 542.37 2.09 - 243.93 27.01 - 162.07
Total financial assets 1,766.56 - 1 0,737.00 1,529.68 - 7,688.38 1,015.84 - 8,628.14 482.07 - 7,817.15
Financial liabilities
Non-current borrowings (a) 3 ,269.81 - 3 ,064.62 3,052.27 - 3,222.54 2,978.75 - 437.26 3,008.21 - 687.94
Current borrowings (a) - - 5 ,717.94 - - 3,195.42 - - 2,356.92 - - 2,430.89
Non-current lease liabilities (a) - - 4 54.35 - - 413.06 - - 365.87 - - 395.12
Current lease liabilities (a) - - 7 8.97 - - 54.79 33.68 - - 39.01
Trade payables (a) - - 7 ,099.38 - - 7,240.01 - - 2,657.63 - - 2,860.95
Other financial liabilities (a) - - 9 86.91 - - 809.86 - - 786.27 - - 604.92
Derivatives (b) 2 - 2 67.64 - 29.98 88.92 - - - - 32.56 - -
Total financial liabilities 3,269.81 267.64 1 7,402.17 3,082.25 88.92 1 4,935.68 2,978.75 - 6,637.63 3,040.77 - 7,018.83
Note:
(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.
(b) The fair value is determined by using the valuation model/technique with observable inputs and assumptions except for Level 3.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There are no transfers between Level 1, Level 2 and Level 3 during the six months period ended 30 September 2025 and years ended 31 March 2025, 31 March 2024 and 31 March 2023.
The foreign currency derivative contracts are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing models using present value calculations. The model incorporate
various inputs including foreign exchange spot and forward rates, yield curves of the respective currencies and currency basis spreads between the respective currencies.
Fair valuation of non-current financial assets and non-current financial liabilities has been disclosed to be same as carrying value as there is no significant difference between carrying value and fair value.
496Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Valuation techniques used to determine fair values:
Specific valuation techniques used to value financial instruments include:
- Fair value of derivatives using dealer quotes for similar instruments (on marked to market value as on balance sheet date of such derivative transaction).
- Fair value of non-derivative financial instruments using present value techniques, which is based on discounting e xpected cash flows using a risk-adjusted discount rate.
ThefinancedepartmentoftheGroupincludesateamthatperformsthevaluationsoffinancialassetsandliabilitiesrequiredforfinancialreportingpurposes,includinglevel3fairvalues.Thisteamperformsvaluationeitherinternallyorexternallythroughvaluersand
reports directly to the senior management. Discussions on valuation and results are held between the senior management and valuation team on annual basis.
Significant inputs
Significant inputs used in Level 1 fair value on the basis of Net Assets Value (NAV) of the fund on the reporting date.
Significant inputs used in Level 2 fair value of derivatives measured is marked to market value as on balance sheet date of such derivative transaction.
44 Hedge effectiveness
TheHoldingCompanyearnsroyaltyincomedenominatedinEUR,whichexposesittoforeigncurrencyrisk.Tomitigatethisexposure,theHoldingCompanyhedgesitsforecastedrevenueinaccordancewithitsriskmanagementpolicy.ItemploysEUR/INRcross-
currency swaps and EUR-denominated external commercial borrowings as hedging instruments.
Impact of hedging activities
(a) Disclosures of effects of hedge accounting on balance sheet:
As on 30 September 2025
Carrying amount of hedging instruments
Weighted
Notional amount Line item in the balance
Maturity Hedge average
Type of hedge and risks (In foreign currency sheet where the hedging
dates ratio strike
Euro million) Assets Liabilities instrument is included
price/rate
Cash flow hedge
Foreign exchange risk
March -
Cross currency swap 16.16 - 267.64 Derivative liabilities 1:1 89.10
2030
September -
External commercial borrowing 24.89 - 2,593.97 Borrowings 1:1 88.55
2029
As on 31 March 2025
Carrying amount of hedging instruments
Weighted
Notional amount Line item in the balance
Maturity Hedge average
Type of hedge and risks (In foreign currency sheet where the hedging
dates ratio strike
Euro million) Assets Liabilities instrument is included
price/rate
Cash flow hedge
Foreign exchange risk
March -
Cross currency swap 17.96 - 88.92 Derivative liabilities 1:1 89.10
2030
September -
External commercial borrowing 28.00 - 2,585.09 Borrowings 1:1 88.55
2029
497Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Hedge Effectiveness
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.
Forhedgesofforeigncurrencysales.TheHoldingCompanyusesthehypotheticalderivativemethodtoassesseffectiveness.Inhedgesofforeigncurrencysales,ineffectivenessmayariseifthetimingoftheforecasttransactionchangesfromwhatwas
originally estimated, or if there are changes in the credit risk of the Holding Company or the derivative counterparty.
(b) Disclosure of effects of hedge accounting on Restated Consolidated Statement of Profit and Loss
For the period ended 30 September 2025
Change in value of hedging Amount reclassified
Hedge ineffectiveness Line item affected on
Type of hedge instrument recognised in other from cash flow hedge
recognised reclassification
comprehensive income reserve
Cash flow hedge
Cross currency swap 2 01.44 - 3 7.55 Royalty income
External commercial borrowing 2 52.16 3 2.21 4 7.33 Royalty income
For the year ended 31 March 2025
Change in value of hedging Amount reclassified
Hedge ineffectiveness
Type of hedge instrument recognised in other from cash flow hedge
recognised
comprehensive income reserve
Cash flow hedge
Cross currency swap 2 5.29 - -
External commercial borrowing 9 9.68 6 .01 -
(c) Movement in cash flow hedging reserve
Particulars 30 September 2025 31 March 2025
Opening balance (82.14) -
Add: Effective portion of cash flow hedges (538.48) (124.97)
Less: Amounts reclassified to profit or loss 8 4.88 -
Less: Deferred tax relating to above (net) 1 08.44 4 2.83
Closing balance (427.30) (82.14)
(This space has been intentionally left blank)
498Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
45 Financial risk management
Risk management framework
TheHoldingCompany’sboardofdirectorshasoverallresponsibilityfortheestablishmentandoversightoftheGroup’sriskmanagementframework.TheGroup,throughthreelayersofdefense
namely,policiesandprocedures,reviewmechanismandassuranceaimstomaintainadisciplinedandconstructivecontrolenvironmentinwhichallemployeesunderstandtheirrolesand
obligations.TheAuditcommitteeoftheBoardwithtopmanagementoverseetheformulationandimplementationoftheriskmanagementframework.Therisksareidentifiedatbusinessunitlevel
and mitigation plans are identified, deliberated and reviewed at appropriate forums.
The Group has exposure to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
(i)Credit risk
CreditriskistheriskoffinanciallosstotheGroupifacustomerorcounterpartytoafinancialinstrumentfailstomeetitscontractualobligations.Creditriskencompassesboth,thedirectriskof
defaultandtheriskofdeteriorationofcreditworthinessaswellasconcentrationofrisks.TheGroupexposedtocreditriskfromitsoperatingactivities(primarilytradereceivables)anditsfinancing
activitiesincludingdepositswithbanksandfinancialsinstitutions,foreignexchangestransactionsandotherfinancialsinstruments.Thecarryingamountoffinancialassetsrepresentsthemaximum
credit risk exposure at the reporting date.
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Restated Consolidated Statement of Asset and Liabilities
As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
(i) Trade receivables 9,452.91 6,629.80 5,795.17 5,874.08
(ii) Cash and cash equivalents 561.19 243.05 296.91 167.18
(iii) Bank balances other than cash and cash equivalents 287.35 209.94 443.67 1,069.34
(iv) Other financial assets (current and non-current) 402.33 542.37 246.02 189.08
(v) Loan (current and non-current) 2.09 2.27 3.14 4.23
(vi) Investments (current and non-current) 1,797.69 1,590.63 2,859.07 995.31
Total 12,503.56 9,218.06 9,643.98 8,299.22
Trade receivables and contract assets
TheGrouphasestablishedacreditpolicyunderwhicheachnewcustomerisanalysedindividuallyforcreditworthinessbeforethepaymentanddeliverytermsandconditionsareoffered.The
Group’sreviewincludesfinancialstatements,industryinformationandbusinessintelligence.Salelimitsareestablishedforeachcustomerandreviewedannually.Anysalesexceedingthoselimits
require approval from the appropriate authority as per policy.
Inmonitoringcustomercreditrisk,customersaregroupedaccordingtotheircreditcharacteristics,includingwhethertheyareanindividualoralegalentity,whethertheyareaninstitutionalora
dealer, their geographic location, industry, trade history with the Group and existence of previous financial difficulties.
Expected credit loss for trade receivables:
TheGroupusesexpectedcreditlossmodeltoassessimpairmentlossorgain.TheGroupestimatesitsallowancefortradereceivableusinglifetimeexpectedcreditloss.TheGrouphasuseda
practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix.
The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. Refer note 15 for further details.
Trade receivables - Days past due As at 30 September 2025 As at 31 March 2025
Gross carrying Weighted-average loss Weighted-average loss
Loss Allowance Gross carrying amount Loss Allowance
amount rate rate
Not due 6 ,729.23 0.34% 22.95 4,423.23 0.41% 18.25
Less than 6 months 2 ,357.04 2.56% 60.43 1,931.68 4.16% 80.41
6 months to 1 year 386.28 27.85% 107.58 272.91 21.92% 59.83
1 year to 2 years 276.37 46.02% 127.19 255.53 42.59% 108.84
More than 2 years 9 0.45 75.88% 68.63 50.69 85.87% 43.53
More than 3 years 3 43.13 99.91% 342.81 318.68 97.92% 312.06
Total 1 0,182.50 729.59 7,252.72 6 22.92
Trade receivables - Days past due As at 31 March 2024 As at 31 March 2023
Gross carrying Weighted-average loss Weighted-average loss
Loss Allowance Gross carrying amount Loss Allowance
amount rate rate
Not due 3,815.01 0.63% 24.17 3,316.71 0.31% 10.16
Less than 6 months 1,871.66 3.62% 67.83 2,138.36 1.24% 26.54
6 months to 1 year 196.19 28.13% 55.18 254.81 4.24% 10.81
1 year to 2 years 58.70 65.31% 38.34 175.02 18.68% 32.70
More than 2 years 44.66 87.08% 38.88 71.73 68.48% 49.12
More than 3 years 321.95 89.64% 288.60 390.00 88.01% 343.22
Total 6 ,308.17 513.00 6,346.63 4 72.55
Movement in the loss allowance of trade receivables is as follows:
Particulars As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Balance at the beginning of the period/ year 622.92 513.00 472.55 4 38.08
Add: Provided during the period/ year 115.05 121.95 115.80 8 1.93
Less: written off during the period/ year (8.38) (12.03) (75.35) ( 47.46)
Balance at the end of the period/ year 729.59 622.92 513.00 4 72.55
Financial instrument and bank deposits
CreditriskfrombalanceswithbanksandfinancialinstitutionsismanagedbytheGroup’streasurydepartment.Investmentsofsurplusfundsaremadeonlywithapprovedcounterpartiesandwithin
credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
499Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Expected credit loss with respect to other financial assets:
Withrespecttoallfinancialassets,withcontractualcashflows,otherthanTradereceivables,managementbelievesthatthesetobehighqualityassetswithnegligiblecreditrisk.Themanagement
believesthatthepartiesfromwhichthesefinancialassetsarerecoverablehavestrongcapacitytomeettheobligationswheretheriskofdefaultisnegligibleandaccordinglynoprovisionof
ecxrepdeict tleodss has been provided on these financial assets. Refer note 10 for further details.
45 Financial risk management (Cont'd)
(ii)Liquidity risk
LiquidityriskistheriskthattheGroupwillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashoranotherfinancialasset.The
Group’sapproachtomanagingliquidityistoensure,asfaraspossible,thatitwillhavesufficientliquiditytomeetitsliabilitieswhentheyaredue,underbothnormalandstressedconditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.
TheGroupmanagesliquidityriskbymaintainingadequatereserves,bankingfacilitiesandreserveborrowingfacilities,bycontinuouslymonitoringforecastandactualcashflows,andbymatching
the maturity profiles of financial assets and liabilities.
Exposure to liquidity risk
ThefollowingtableshowsthematurityanalysisoftheGroup’sfinancialliabilitiesbasedoncontractuallyagreedundiscountedcashflowsalongwithitscarryingvalueasat30September2025,31
March 2025, 31 March 2024 and 31 March 2023:
Contractual cash flows (Undiscounted)
As at 30 September 2025 Carrying amount Total Within 1 year More than 1 year
Financial liabilities
Borrowings (including compulsory convertible debentures) 12,052.37 12,052.37 5,717.94 6 ,334.43
Lease liabilities 533.32 866.74 118.64 7 48.10
Trade payables 7,099.38 7,099.38 7,099.38 -
Other financial liabilities 986.91 986.91 631.03 3 55.88
Cross currency swap and foreign exchange forward contract 267.64 267.64 267.64 -
20,939.62 21,273.04 13,834.63 7 ,438.41
Contractual cash flows (Undiscounted)
As at 31 March 2025 Carrying amount Total Within 1 year More than 1 year
Financial liabilities
Borrowings (including compulsory convertible debentures) 9,470.23 9,470.23 3,195.42 6 ,274.81
Lease liabilities 467.85 814.98 90.11 7 24.87
Trade payables 7,240.01 7,240.01 7,240.01 -
Other financial liabilities 779.88 779.88 427.62 3 52.26
Cross currency swap and foreign exchange forward contract 118.90 118.90 118.90 -
18,076.87 18,424.00 11,072.06 7 ,351.94
Contractual cash flows (Undiscounted)
As at 31 March 2024 Carrying amount Total Within 1 year More than 1 year
Financial liabilities
Borrowings (including compulsory convertible debentures) 5,772.93 5,772.93 2,356.92 3 ,416.01
Lease liabilities 399.55 759.01 63.19 6 95.82
Trade payables 2,657.63 2,657.63 2,657.63 -
Other financial liabilities 786.27 786.27 469.57 3 16.70
Cross currency swap and foreign exchange forward contract - - - -
9,616.38 9,975.84 5,547.31 4 ,428.53
Contractual cash flows (Undiscounted)
As at 31 March 2023 Carrying amount Total Within 1 year More than 1 year
Financial liabilities
Borrowings (including compulsory convertible debentures) 6,127.04 6,127.04 2,430.89 3 ,696.15
Lease liabilities 434.13 830.68 71.21 7 59.47
Trade payables 2,860.95 2,860.95 2,860.95 -
Other financial liabilities 604.92 604.92 414.32 1 90.60
Cross currency swap and foreign exchange forward contract 32.56 32.56 32.56 -
10,059.60 10,456.15 5,809.93 4 ,646.22
TheGroupalsorequiretopayinterestonborrowingsandleaseliabilities.Thesameispayableaspertheduedateandmanagementbelievesthatthecashflowwouldbeinlinewiththepayment
made in the six months period ended 30 September 2025 and years ended 31 March 2025, 31 March 2024 and 31 March 2023.
The Group also has access to the following undrawn borrowing facilities from banks at the end of each period:
Particulars As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Undrawn borrowing facilities 4,335.70 4,510.10 4,934.90 5 ,973.70
(iii)Market risk
Marketriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Suchchangesinthevaluesoffinancialinstrumentsmay
resultfromchangesintheforeigncurrencyexchangerates,interestrates,credit,liquidityandothermarketchanges.TheGroup’sexposuretomarketriskisprimarilyonaccountofforeigncurrency
exchange rate risk and interest rate risk.
500Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
a)Currency risk
TheGroupissubjecttoforeignexchangeriskprimarilyduetoitsforeigncurrencyrevenues,expensesandborrowings.ConsideringthecountriesandeconomicenvironmentinwhichtheGroup
operates,itsoperationsaresubjecttorisksarisingfromfluctuationsinexchangeratesinthosecountries.TherisksprimarilyrelatetofluctuationsinUSDollar(USD),EURO(EUR),GreatBritain
Pound(GBP)andChineseYuan(CNY)againstthefunctionalcurrencyoftheGroup.TheGroup,asperitsriskmanagementpolicy,usesderivativeinstrumentsprimarilytohedgeforeign
exchange.TheGrouphasatreasuryteamwhichevaluatestheimpactofforeignexchangeratefluctuationsbyassessingitsexposuretoexchangeraterisksandadvisesthemanagementofany
material adverse effect on the Group. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies.
45 Financial risk management (Cont'd)
Exposure to currency risk
The details of exposure to foreign currency risk at 30 September 2025, 31 March 2025, 31 March 2024 and 31 March 2023 is as follows :
a) Unhedged exposure As at 30 September 2025 As at 31 March 2025
Amount in Foreign Amount in Amount in Foreign Amount in
Currency (million) Rs. million Currency (million) Rs. million
Trade payables
USD 3.96 351.89 4 .48 3 83.69
Borrowings
USD 11.34 1,006.51 5.33 4 56.48
EUR 24.81 2,585.98 28.21 2 ,604.79
Trade receivables
USD (0.84) (74.29) (1.31) ( 112.38)
EUR (3.94) (410.94) (2.35) ( 216.72)
GBP - - (0.01) ( 0.62)
Total 35.33 3 ,459.15 3 4.35 3,115.24
As at 31 March 2024 As at 31 March 2023
Amount in Foreign Amount in Amount in Foreign Amount in
Currency (million) Rs. million Currency (million) Rs. million
Trade payables
USD 1.84 153.34 4.14 3 40.00
Borrowings
USD 10.84 903.50 8.85 7 34.46
EUR - - 3.57 3 17.98
Trade receivables
USD (1.05) (87.56) (3.09) ( 253.56)
Total 11.63 9 69.28 1 3.47 1,138.88
b) Forward contracts As at 30 September 2025 As at 31 March 2025
Amount in USD Amount in Amount in USD Amount in
(million) Rs. million (million) Rs. million
Foreign exchange forward contract
Borrowing- USD 22.65 2,011.01 12.65 1,082.89
Trade payables 10.24 909.23 17.77 1 ,520.45
Total 32.89 2 ,920.24 3 0.42 2,603.34
As at 31 March 2024 As at 31 March 2023
Amount in USD Amount in Amount in USD Amount in
(million) Rs. million (million) Rs. million
Foreign exchange forward contract
Borrowing- USD 10.75 8 96.20 6.75 5 54.68
Trade payables 1.75 146.08 1.05 8 6.24
Total 12.50 1 ,042.28 7 .80 640.92
Refer note 44 for the disclosure of hedged foreign currency exposure.
Sensitivity analysis:
ThefollowingtabledetailstheGroup'ssensitivitytoa1%increase/decreaseintheRs.againsttherelevantforeigncurrencies.1%istherateusedinordertodeterminethesensitivityanalysis
consideringthepasttrendsandexpectationofthemanagementforchangesintheforeigncurrencyexchangerate.Thesensitivityanalysisincludestheoutstandingforeigncurrencydenominated
monetaryitemsandadjuststheirtranslationattheperiodendfora1%changeinforeigncurrencyrates.ApositivenumberbelowindicatesanincreaseinprofitorequitywheretheRs.increases1%
against the relevant currency.
(This space has been intentionally left blank)
501Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
45 Financial risk management (Cont'd)
For the six months period ended 30 September
Currency risk sensitivity analysis* 2025
Currency Impact on Profit Impact on Other
Equity
Trade payables USD 3.52 2.63
Borrowings USD 10.07 7.53
Trade receivables USD (0.74) (0.56)
Trade receivables EUR (4.11) (3.08)
Borrowings EUR 25.86 19.35
For the year ended 31 March 2025
Currency Impact on Profit Impact on Other
Equity
Trade payables USD 3.84 2.87
Borrowings USD 4.56 3.42
Borrowings EUR 26.05 19.49
Trade receivables USD (1.12) (0.84)
Trade receivables EUR (2.17) (1.62)
Trade receivables GBP (0.01) (0.00)
For the year ended 31 March 2024
Currency Impact on Profit Impact on Other
Equity
Trade payables USD 1.53 1.15
Borrowings USD 9.04 6.76
Trade receivables USD (0.88) (0.66)
For the year ended 31 March 2023
Currency Impact on Profit Impact on Other
Equity
Trade payables USD 3.40 2.54
Borrowings USD 7.34 5.50
Borrowings EUR 3.18 2.38
Trade receivables USD (2.54) (1.90)
*A1%decreaseintheRs.againsttheabovecurrenciesasat30September2025,31March2025,31March2024and31March2023wouldhavetheequalbutoppositeeffectontheabove
currencies to the amounts shown above, on the basis that all other variables remain constant.
b)Interest rate risk
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group 's exposure to the risk of changes in
market interest rates relates primarily to the Group's Borrowings at floating interest rates. The Group's Borrowings outstanding also comprise of fixed rate loan (term loan taken by the Group) and
accordingly is exposed to risk of fluctuation in market interest rate.
As at 30 September 2025 As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Variable rate borrowings 6,941.63 5,729.33 1,611.83 1 ,626.72
Fixed rate borrowings 5,110.74 3,740.90 4,161.10 4,500.32
12,052.37 9,470.23 5,772.93 6,127.04
Interest rate risk sensitivity analysis
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
For the six months period ended 30 September
2025
Impact on Profit Impact on Other
Equity
Interest rates - increase by 50 basis points (25.55) (19.12)
Interest rates - decrease by 50 basis points 25.55 19.12
For the year ended 31 March 2025
Impact on Profit Impact on Other
Equity
Interest rates - increase by 50 basis points (18.70) (14.00)
Interest rates - decrease by 50 basis points 18.70 14.00
For the year ended 31 March 2024
Impact on Profit Impact on Other
Equity
Interest rates - increase by 50 basis points (20.81) (15.57)
Interest rates - decrease by 50 basis points 20.81 15.57
For the year ended 31 March 2023
Impact on Profit Impact on Other
Equity
Interest rates - increase by 50 basis points (22.50) (16.84)
Interest rates - decrease by 50 basis points 22.50 16.84
502Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
c)Other price risk
Exposure from investment in equity instruments
The Group's exposure to price risk arises from investments in equity instruments held by the Group and classified in the balance sheet as fair value through profit or loss. To manage its price risk
arising from investments in equity instruments, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
Price sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to price risks of the investments at the end of the reporting period. If the prices had been 10% lower/higher.
Fair value through profit and loss For the six months period ended 30 September For the year ended 31 March 2025
2025
Increased by 10% Decreased by 10% Increased by 10% Decreased by 10%
Fair value through profit and loss for the period/ year ended would (decrease) / increase 173.67 (173.67) 152.97 (152.97)
by
Fair value through profit and loss
For the year ended 31 March 2024 For the year ended 31 March 2023
Increased by 10% Decreased by 10% Increased by 10% Decreased by 10%
Fair value through profit and loss for the period/ year ended would (decrease) / increase 101.38 (101.38) 45.51 (45.51)
by
46 Capital management
The Group’s objectives when managing capital are to:
- safeguard its ability to continue as a going concern, so that it can continue to provide returns for its shareholders and benefit for other stakeholders, and
- maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents and other bank balances) divided by total ‘equity’ (as shown in the Restated Consolidated Statement of Assets and Liabilities).
The gearing ratio is as follows:
For the six months period For the year ended 31 For the year ended For the year ended
ended 30 September 2025 March 2025 31 March 2024 31 March 2023
Particulars
Net debt 11,491.18 9,227.18 5,476.02 5 ,959.86
Total equity 15,382.24 14,243.59 13,246.98 1 2,516.30
Net debt to equity ratio 0.75 0.65 0.41 0 .48
Thenetdebtratioof31March2025hasbeenincreasedonaccountofadditioninlongtermborrowingsandtheratiohasbeenfurtherincreasedon30September2025onaccountofincreasedin
current borrowings and fair value adjustments on compulsory convertible debentures.
Inordertoachievethisoverallobjective,theGroup’scapitalmanagement,amongstotherthings,aimstoensurethatitmeetsfinancialcovenantsattachedtotheinterest-bearingloansand
borrowingsthatdefinecapitalstructurerequirements.Breachesinmeetingthefinancialcovenantswouldpermitthebanktoimmediatelycallloansandborrowings.Therehavebeennobreachesin
the financial covenants of any interest-bearing loans and borrowing at the respective date.
Nochangesweremadeintheobjectives,policiesorprocessesformanagingcapitalduringthesixmonthsperiodended30September2025andyearsended31March2025,31March2024and31
March 2023.
47 Segment reporting
Segment information is presented in respect of the Group’s key operating segments. The operating segments are based on the Group’s management and internal reporting structure.
TheGroup'sBoardofDirectorshavebeenidentifiedastheChiefOperatingDecisionMaker('CODM'),sincetheyareresponsibleforallmajordecisionswithrespecttothepreparationand
execution of business plan, preparation of budget, planning, alliance, joint venture, Demerger and acquisition, and expansion of any new facility.
BoardofDirectorsreviewstheoperatingresultsofits"Agroactivities"atGroupleveltoassessitsperformance.Accordingly,thereisonlyonereportablesegmentfortheGroupwhichis"Agro
activities", involved in research, manufacturing and distribution of various products ranging from agrochemicals, seeds and farm equipments. Hence, no specific disclosures have been made.
Entity wide disclosures:
a) Information about products and services: The Group primarily deals in one business namely "agro activities", therefore product-wise revenue disclosure is not applicable.
b) Informationaboutgeographicalareas:TheGroupprovidesservicestocustomerswhicharedomiciledinIndiaaswellasoutsideIndia.Allthenon-currentassetsoftheGrouparelocatedin
India. The amount of revenue from external customers broken down by the location of the customers is as follows:
Revenue from external customers
Particulars For the six months period For the year ended 31 For the year ended For the year ended
ended 30 September 2025 March 2025 31 March 2024 31 March 2023
Attributed to the Group’s country of domicile, India 18,849.10 26,226.36 21,807.58 2 4,614.60
Attributed to foreign countries 931.35 678.74 491.69 5 18.38
19,780.45 26,905.10 22,299.27 2 5,132.98
c) Revenuefromkeycustomers:TheGroupisnotreliantonrevenuesfromtransactionswithanysingleexternalcustomeranddoesnotreceive10%ormoreofitsrevenuesfromtransactionswith
any single external customer.
503Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
48 Duringthefinancialyear2020-21,theGrouphasrecordedaliabilityofRs482.18millionwithregardstoExcisedutypayableincludingeducationcessandInterestthereonpursuanttotheHon’ble
Supremecourtorderdated22April2020passedforthevalidityofthenotification19/2008whichprovidethecreditoftheexcisedutyat34%paidthroughPersonalLedgerAccount(PLA)as
againstthehigheramountclaimedbytheGroupvidenotificationno56/2002andinterimorderpassedbytheHighCourtinOctober2012inearlieryears.TheGrouphasdisclosedthesameunder
Provisions (refer note 23) in the Restated Consolidated Financial Information.
Particulars For the six months period For the year ended 31 For the year ended For the year ended
ended 30 September 2025 March 2025 31 March 2024 31 March 2023
Opening balance at the beginning of the period/ year 804.84 777.64 750.37 7 23.17
Accrued interest for the period/ year 13.64 27.20 27.27 2 7.20
Closing balance at the beginning of the period/ year 818.48 804.84 777.64 7 50.37
49 Employee share-based payment plans
Description of share-based payment arrangements
The HoldingCompanyestablishedacontrolledtrustcalledtheCrystalCropProtectionEmployeeWelfareTrust("theTrust").Inearlieryears,theTrustpurchasedsharesofthe HoldingCompany
out of funds borrowed from the Holding Company. The Holding Company has the following share-based payment arrangement for its employees:
(i)PlanI:TheplanwasapprovedbytheBoardofDirectorson28November2014andbytheshareholderson17December2014. Theplanentitlescertainemployeestopurchasesharesinthe
HoldingCompanyatthestipulatedexerciseprice,subjecttocompliancewithvestingconditions.Allexercisedoptionsshallbesettledbydeliveryofshares. Aspertheplan,holdersofvested
options are entitled to purchase one equity share for every option.
(ii)PlanII-Tranche1:TheplanwasapprovedbytheBoardofDirectorsandbytheshareholderson16February2018. TheplanentitlescertainspecificemployeestopurchasesharesintheHolding
Companyatthestipulatedexerciseprice,subjecttocompliancewithvestingconditions.Allexercisedoptionsshallbesettledbydeliveryofshares.Aspertheplan,holdersofvestedoptionsare
entitled to purchase one equity share for every option.
(iii)PlanII-Tranche2:TheplanwasapprovedbytheBoardofDirectorsandbytheshareholderson17November2023. TheplanentitlescertainspecificemployeestopurchasesharesintheHolding
Companyatthestipulatedexerciseprice,subjecttocompliancewithvestingconditions.Allexercisedoptionsshallbesettledbydeliveryofshares.Aspertheplan,holdersofvestedoptionsare
entitled to purchase one equity share for every option.
The terms and conditions related to the grant of the share options are as follows.
Number of options Vesting conditions Contractual life of
granted options
Options granted to employees during the year ended 31 March 2015 under Plan I 1,97,633 Graded vesting of 20% every year from grant 1 year - 10 years
date
Options granted to the employees of the Holding Company during the year ended 31 38,292 Graded vesting of 20% every year from grant 1 year - 10 years
March 2016 under Plan I date
Options granted to the employees of the Holding Company during the year ended 31 85,497 Loyalty Grants 1 year - 7 years
March 2018 under Plan II - Tranche 1 50% of options granted after one year from grant
date
50% of options granted after two years from
grant date
Options granted to the employees of the Holding Company during the year ended 31 3,88,424 Other Grants 1 year - 9 years
March 2018 under Plan II - Tranche 1 10%, 20%, 30% and 40% after first year, second
year, third year and fourth year from grant date
respectively.
Options granted to the employees of the Holding Company during the period ended 31 1,45,215 Other Grants 1 year - 4 years
March 2024 under Plan II - Tranche 2 Graded vesting of 25% every year from grant
date the vesting parameters will be 40% of time
based, 30% of option on Holding Company
performance and 30% of option on individual
performance.
Reconciliation of outstanding share options
The number and weighted average exercise price of share options under employee stock option plan for the period ended 30 September 2025 are as follows:
No. of options Weighted average Weighted average Weighted average
exercise price for Plan exercise price for Plan exercise price for
I II -Tranche 1 Plan II -Tranche 2
Outstanding at the beginning of the period 3,19,829 65.29 106.31 191.60
Granted during the period - 65.29 - -
Cancelled during the period 7,687 65.29 - 191.60
Outstanding at the end of the period 3,12,142 65.29 106.31 191.60
Exercisable at the end of the period 2,35,493 65.29 106.31 191.60
504Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
The number and weighted average exercise price of share options under employee stock option plan for the year ended 31 March 2025 are as follows:
No. of options Weighted average Weighted average Weighted average
exercise price for Plan exercise price for Plan exercise price for
I II -Tranche 1 Plan II -Tranche 2
Outstanding at the beginning of the year 4,07,719 65.29 106.31 191.60
Granted during the year - 65.29 106.31 191.60
Cancelled during the year 87,890 65.29 106.31 191.60
Outstanding at the end of the year 3,19,829 65.29 106.31 191.60
Exercisable at the end of the year 2,37,414 65.29 106.31 191.60
The number and weighted average exercise price of share options under employee stock option plan for the year ended 31 March 2024 are as follows:
No. of options Weighted average Weighted average Weighted average
exercise price for Plan exercise price for Plan exercise price for
I II - Tranche 1 Plan II -Tranche 2
Outstanding at the beginning of the year 2,74,017 65.29 106.31 -
Granted during the year 1,45,215 65.29 106.31 191.60
Cancelled during the year 11,513 65.29 106.31 -
Outstanding at the end of the year 4,07,719 65.29 106.31 191.60
Exercisable at the end of the year 2,62,504 65.29 106.31 191.60
The number and weighted average exercise price of share options under employee stock option plan for the year ended 31 March 2023 are as follows:
No. of options Weighted average Weighted average Weighted average
exercise price for Plan exercise price for Plan exercise price for
I II - Tranche 1 Plan II -Tranche 2
Outstanding at the beginning of the year 3,48,111 65.29 106.31 -
Granted during the year - 65.29 106.31 -
Cancelled during the year 74,094 65.29 106.31 -
Outstanding at the end of the year 2,74,017 65.29 106.31 -
Exercisable at the end of the year 2,74,017 65.29 106.31 -
Fair value of option granted for Plan I
ThefairvalueatgrantdateisdeterminedusingtheBlackScholesModelwhichtakesintoaccounttheexerciseprice,thetermoftheoption,thesharepriceatgrantdateandexpectedpricevolatility
of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The inputs in the measurement of fair value are as follows:
Expected volatility 30.63% - 54.52%
Risk free interest rate 7.62% - 7.67%
Share price as on date of grant (in Rs.) 6 8.83
Fair value as on date of grant (in Rs.) 3 .54
Exercise price (in Rs.) 65.29
Expected dividend 0.00% - 0.05%
Expected life 5.50 years
Fair value of option granted for Plan II - Tranche 1
ThefairvalueatgrantdateisdeterminedusingtheBinomialOptionPricingModelwhichtakesintoaccounttheexerciseprice,thetermoftheoption,thesharepriceatgrantdateandexpected
price volatility of the underlying share and the risk free interest rate for the term of the option. The inputs in the measurement of fair value are as follows:
Expected volatility 37.53%
Risk free interest rate 7.43%
Share price as on date of grant (in Rs.) 126.43
Fair value as on date of grant (in Rs.) 20.12
Exercise price (in Rs.) 106.31
Maximum life 5.00 years
Fair value of option granted for Plan II - Tranche 2
ThefairvalueatgrantdateisdeterminedusingtheBlackScholesModelwhichtakesintoaccounttheexerciseprice,thetermoftheoption,thesharepriceatgrantdateandexpectedpricevolatility
of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The inputs in the measurement of fair value are as follows:
Expected volatility 30.60% - 32.60%
Risk free interest rate 7.09% - 7.15%
Share price as on date of grant (in Rs.) 213.30
Fair value as on date of grant (in Rs.) 65.9 - 84.90
Exercise price (in Rs.) 191.60
Expected dividend 2.34%
Expected life 3.5- 6.5 years
Theexpensesarisingfromshare-basedpaymenttransactionrecognisedinConsolidatedStatementofProfitandLossaspartofemployeebenefitsexpenseforthesixmonthsperiodended30
September 2025: Rs. 0.76 million (31 March 2025: Rs. 3.03 million, 31 March 2024: Rs. 0.59 million, 31 March 2023: Nil)
505Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
50 TheHoldingCompanyhadgivenadvancetotheCrystalCropProtectionEmployeeWelfareTrust(“theTrust”)intheearlieryearstopurchaseits71,06,260equitysharestobeissuedto
theemployeesoftheHoldingCompanyundertheEmployees'StockOptionPlan(ESOP)scheme.Consequently,thesharecapitalandsecuritiespremiumoftheHoldingCompany
includesRs.71.01millionandRs.397.88millionrespectivelyagainsttheequitysharesofRs.10eachissuedtotheTrust.Duringtheperiodended30September2025,theHolding
Companyhas312,142(31March2025:237,414,31March2024:262,504,31March2023:274,017)stockoptionsoutstandingandexercisabletosomeofitsemployees.Further,Nil
stock options have been exercised by the employees till 30 September 2025 (31 March 2025: Nil, 31 March 2024: Nil, 31 March 2023: Nil).
51 Government grant
The Group has received following government grants:
(a) Refund of goods and service tax ( 'GST' )
InpursuanceoftheGSTRefundunderBudgetarySupportScheme,theHoldingCompanyisentitledtoreceiverefundofGoodsandServiceTaxpaidbyitsunitinthestateofJammu
and Kashmir.
(b) Deferred income
Thisrelatestograntreceivedfromgovernmentinearlieryearsforacquisitionofcertaincapitalassets,whichwerecapitalizedintherespectiveyears.Thegrant,initiallyrecognizedas
deferred income, is being amortised over the useful life of the capital assets in which the related depreciation expense is recognized.
The following table presents the government grants received for the following period/ years:
Particulars For the six months For the year ended For the year ended For the year ended 31
period ended 30 31 March 2025 31 March 2024 March 2023
September 2025
Opening for the period/ year 1.77 2.21 2.78 3.54
Amortisationofgovernmentgrantduringtheperiod/
year ( 0.21) (0.90) (1.03) (0.76)
Subsidy received during the period/ year - 0.46 0.46 -
Closing for the period/ year 1.56 1.77 2.21 2.78
52 Dividend paid
Duringtheyearended31March2025,theBoardofDirectorsoftheHoldingCompanyattheirmeetingheldon14February2025declaredinterimdividend@Rs.0.67perequity
share and the Holding Company paid Rs. 85.40 million for the same including withholding tax of Rs. 9.02 million.
Duringtheyearended31March2024,theBoardofDirectorsoftheHoldingCompanyattheirmeetingheldon15February2024declaredinterimdividend@Rs.0.74perequity
share and the Holding Company paid Rs. 94.32 million for the same including withholding tax of Rs. 9.96 million.
Duringtheyearended31March2023,theBoardofDirectorsoftheCompanyattheirmeetingheldon30November2022declaredinterimdividend@Rs.1.00perequityshareand
the Company paid Rs. 126.81 million for the same including withholding tax of Rs. 13.39 million.
53 Additional regulatory information not disclosed elsewhere in the financial statements
Transactions with struck off companies
a)The following table summarises the transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the six months
period ended / as at 30 September 2025.
Nature of transactions Balance
Amount of
Name of the struck off company with struck off outstanding as at Relationship with struck off companies
transactions
company 30 September 2025
Steigen Crop Tech Pvt Ltd Sale of goods (0.02) 0.50 External customer
Nutan Seeds (P) Ltd. Sale of goods (0.55) (0.05) External customer
Verve Agro Tech Private Limited Sale of goods - 0.16 External customer
Star Shipping Services (P) Ltd. Services received (0.04) - External customer
SM Line Corporation (India) Private Limited Services received - 0.06 External vendor
The following table summarises the transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended
/ as at 31 March 2025.
Nature of transactions Balance
Amount of
Name of the struck off company with struck off outstanding as at Relationship with struck off companies
transactions
company 31 March 2025
Steigen Crop Tech Pvt Ltd Sale of goods - 0.52 External customer
Nutan Seeds (P) Ltd. Sale of goods - 0.50 External customer
Star Shipping Services (P) Ltd. Services received - 0.04 External vendor
Shiva Industrial Security Agency Services received - (0.77) External vendor
SM Line Corporation (India) Private Limited Services received - 0.06 External vendor
True Copy Centre Private Limited* Services received 0.00 0.00 External vendor
* This represent the amount of Rs. 464.64
Thefollowingtablesummarisesthetransactionswiththecompaniesstruckoffundersection248oftheCompaniesAct,2013orsection560ofCompaniesAct,1956fortheyearended
/ as at 31 March 2024.
Nature of transactions Balance
Amount of
Name of the struck off company with struck off outstanding as at Relationship with struck off companies
transactions
company 31 March 2024
Steigen Crop Tech Pvt Ltd Sale of goods (0.04) 0.52 External customer
Nutan Seeds (P) Ltd. Sale of goods 0.34 0.50 External customer
Star Shipping Services (P) Ltd. Services received - 0.04 External vendor
Shiva Industrial Security Agency Services received - (0.77) External vendor
SM Line Corporation (India) Private Limited Services received - 0.06 External vendor
506Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
53 Additional regulatory information not disclosed elsewhere in the financial statements (Cont'd)
Transactions with struck off Companies (Cont'd)
Thefollowingtablesummarisesthetransactionswiththecompaniesstruckoffundersection248oftheCompaniesAct,2013orsection560ofCompaniesAct,1956fortheyearended
/ as at 31 March 2023.
Nature of transactions Balance
Amount of
Name of the struck off company with struck off outstanding as at Relationship with struck off companies
transactions
company 31 March 2023
Nutan Seeds (P) Ltd. Sale of goods - 0.16 External customer
Shiva Industrial Security Agency Services received - (0.77) External vendor
Steigen Crop Tech Private Limited Sale of goods - 0.56 External customer
b)TheGrouphasnotundertakenanytransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessments
undertheIncomeTaxAct,1961(suchas,searchorsurveyoranyotherrelevantprovisionsoftheIncomeTaxAct,1961)duringthesixmonthsperiodended30September2025and
years ended 31 March 2025, 31 March 2024 and 31 March 2023.
c)TheGrouphasnotbeendeclareda‘WilfulDefaulter’byanybankorfinancialinstitution(asdefinedundertheCompaniesAct,2013)orconsortiumthereof,inaccordancewiththe
guidelinesonwilfuldefaultersissuedbytheReserveBankofIndiaduringthesixmonthsperiodended30September2025andyearsended31March2025,31March2024and31
March 2023.
d)TheGrouphascompliedwiththenumberoflayersprescribedunderclause(87)ofsection2oftheActreadwithCompanies(RestrictiononnumberofLayers)Rules,2017duringthe
six months period ended 30 September 2025 and years ended 31 March 2025, 31 March 2024 and 31 March 2023.
e)TheGroupdoesnothaveanyBenamipropertyandnoproceedingshavebeeninitiatedorpendingagainsttheGroupcompaniesforholdinganyBenamiproperty,undertheBenami
Transactions (Prohibitions) Act, 1988 (45 of 1988) during the six months period ended 30 September 2025 and years ended 31 March 2025, 31 March 2024 and 31 March 2023.
f)TheGrouphasnottradedorinvestedincryptocurrencyorvirtualcurrencyduringthesixmonthsperiodended30September2025andyearsended31March2025,31March2024and
31 March 2023.
g)TheGrouphasnotadvancedorprovidedloantoorinvestedfundsinanyentity(ies)includingforeignentities(Intermediaries)ortoanyotherperson(s),withtheunderstandingthatthe
Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
h)TheGrouphasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecordedinwritingorotherwise)that
the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b)provideanyguarantee,securityorthelikeonbehalfoftheUltimateBeneficiariesduringthesixmonthsperiodended30September2025andyearsended31March2025,31March
2024 and 31 March 2023.
i)The Group has entered into following scheme of arrangement in terms of section 230 to 237 of the Companies Act, 2013.
1) Aviral Crop Science Private Limited (refer note 54)
2) Saffire Crop Science Private Limited and Nexus Crop Science Private Limited ( refer note 57 (b))
3) I&B Seeds Private Limited ( refer note 55 (iii) )
(This space has been intentionally left blank)
507Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
54 Scheme of Arrangement (Demerger)
TheBoardofDirectorsoftheHoldingCompanyatitsmeetingheldon21June2022hadapprovedaSchemeofArrangement(Demerger)betweentheAgroChemicaland
Equipment Business Undertaking ofAviral Crop Science Private Limited (referred as 'Demerged Company') withCrystal Crop Protection Limited (referred as 'Resulting
Company') inaccordancewiththeprovisionsoftheCompaniesAct,2013.Hon’bleNationalCompanyLawTribunals(NCLT),Ahmedabadvideitorderdated02November
2022,instructedtoholdthesecuredandunsecuredcreditorsmeetingsonDecember2022.ThecreditorsoftheCompanyattheirrespectivemeetingaccordedtheirconsentforthe
saidscheme.Further,thesecondmotionpetitionshavebeenfiledwithboththebenchesofNCLTsituatedinAhmedabadandBengaluru.TheCompanyhasreceivedfinalorder
dated24August2023fromNCLT’sBangalorebenchandsubsequentlyon18October2023fromNCLT’sAhmedabadbench.TheCompanyhasfilede-formINC-28with
RegistrarofCompanies(ROC)dated23November2023.Accordingly,theschemegoteffectiveandmanagementisconsideringtheimpactofschemeofarrangement(Demerger)
in its Financial Statements from 01 April, 2022 ('Appointed date') in accordance with the requirements of the Scheme.
Thesaidarrangementhasbeenaccountedusing'poolingofinterestmethod'asprescribedunderAppendixC-'BusinessCombinationofentitiesundercommoncontrol'ofIndAS
103'BusinessCombination'.Accordingly,theRestatedConsolidatedfinancialinformationfortheyearended31March2023hasbeenrestatedfromtheappointeddateas
requiredunderIndAS103.Therefore,alltheassets,liabilitiesandallocatedreservesoftheAgroChemicalandEquipmentBusinessundertakingasappearinginthebooksofthe
Demerged Company has been accounted in the books of the Resulting Company at book value on the appointed date i.e 01 April 2022 .
The purchase consideration is Rs. 6.51 million. The carrying value of identifiable assets acquired and liabilities assumed on acquisition are as follows:
Particulars As at 01 April 2022
Inventories 97.50
Trade receivables 163.47
Other current assets 21.67
Income tax receivable 0.71
Deferred tax assets 75.77
Total assets 359.12
Borrowings 300.11
Long term provisions 0.09
Trade payables 281.01
Other current liabilities 0.11
Other current liabilities 0.18
Short term provisions 0.10
Reserve & Surplus 23.44
Total liabilities 605.04
Net identifiable assets acquired (A) (245.92)
Purchase Consideration (B) # 6.51
Excess purchase consideration over carrying value of net assets (Capital reserve) (C= B-A) 252.43
#6,50,600numberofequityshareoffacevalueRs10/-eachoftheResultingCompanyallottedtoDemergedCompany'sshareholdersinaccordancewiththetermsofthescheme
on 17 November 2023.
(This space has been intentionally left blank)
508Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
54 Scheme of Arrangement (Demerger) (cont'd)
BelowtablerepresentstheimpactoftheSchemeontheRestatedConsolidatedStatementofAssetsandLiabilitiesasat31March2023andtheRestatedConsolidatedStatementofProfitandLossforthe
period ended 31 March 2023:
Restated Consolidated Statement of Assets and Liabilities as at 31 March 2023:
As at 31 March 2023
Amount before impact of Impact of Scheme of Restatement/ Amount after impact
Scheme of Arrangement Arrangement Reclassification/
(Demerger) (Demerger) Regrouping
ASSETS
Non-current assets
Property, plant and equipment 2,782.44 - - 2 ,782.44
Capital work-in-progress 53.34 - - 5 3.34
Right-of-use assets 478.51 - - 4 78.51
Goodwill 40.90 - - 4 0.90
Other intangible assets 3,143.38 - - 3 ,143.38
Intangible assets under development 190.80 - - 1 90.80
Financial assets -
i) Investments 539.95 (303.80) - 2 36.15
ii) Loans - - - -
iii) Other financial assets 242.94 - (162.95) 7 9.99
Deferred tax assets (net) 12.67 0.06 41.01 5 3.74
Income tax assets (net) 5.53 73.11 - 7 8.64
Other non-current assets 52.87 - - 5 2.87
Total non-current assets 7,543.33 (230.63) (121.94) 7,190.76
Current assets
Inventories 8,289.24 1.66 - 8 ,290.90
Financial assets -
i) Investments 759.16 - - 7 59.16
ii) Trade receivables 5,873.01 1.07 - 5 ,874.08
iii) Cash and cash equivalents 167.18 - - 1 67.18
iv) Other bank balances 1,069.34 - - 1 ,069.34
v) Loans 4.23 - - 4 .23
vi) Other financial assets 96.69 12.40 - 1 09.09
Income tax assets (net) 173.40 1.54 - 1 74.94
Other current assets 1,080.14 0.87 - 1 ,081.01
Total current assets 17,512.39 17.54 - 17,529.93
Total assets 25,055.72 ( 213.09) ( 121.94) 24,720.69
EQUITY AND LIABILITIES
Equity
Equity share capital 1,268.13 - - 1,268.13
Other equity 11,352.98 (217.96) (121.94) 11,013.08
Total equity 12,621.11 (217.96) (121.94) 12,281.21
Non-controlling interest 235.09 - - 2 35.09
Total equity 12,856.20 (217.96) (121.94) 12,516.30
Liabilities
Non-current liabilities
Financial liabilities
i) Borrowings 3,696.15 - - 3 ,696.15
ii) Lease liabilities 395.12 - - 3 95.12
iii) Other financial liabilities 190.60 - - 1 90.60
Provisions 21.07 0.15 - 2 1.22
Deferred tax liabilities (net) 53.39 - - 5 3.39
Other non-current liabilities 2.16 - - 2 .16
Total non-current liabilities 4,358.49 0.15 - 4,358.64
Current liabilities
Financial liabilities
i) Borrowings 2,430.89 - - 2 ,430.89
ii) Lease liabilities 39.01 - - 3 9.01
iii) Trade payables - -
Total outstanding dues of micro enterprises and small enterprises; and 151.71 - - 1 51.71
Total outstanding dues of creditors other than micro enterprises and small enterprises 2,706.85 2.39 - 2 ,709.24
iv) Other financial liabilities 446.84 0.04 - 4 46.88
Other current liabilities 1,205.09 2.20 - 1 ,207.29
Provisions 845.49 0.09 - 8 45.58
Current tax liabilities (net) 15.15 - - 1 5.15
Total current liabilities 7,841.03 4.72 - 7,845.75
Total liabilities 12,199.52 4.87 - 12,204.39
Total equity and liabilities 25,055.72 ( 213.09) ( 121.94) 24,720.69
509Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
54 Scheme of Arrangement (Demerger) (cont'd)
Restated Consolidated Statement of Profit and Loss:
Impact on Statement of Profit and loss for the year ended 31 March 2023
Amount after impact
Amount before impact of Restatement/
Impact of Scheme of
Scheme of Arrangement Reclassification/
Arrangement (Demerger)
(Demerger) Regrouping
Revenue from operations 24,969.50 129.10 34.38 2 5,132.98
Other income 2 53.09 ( 22.83) ( 34.38) 1 95.88
Total income 2 5,222.59 1 06.27 - 2 5,328.86
Expenses
Cost of materials consumed 16,105.83 - 733.79 1 6,839.62
Purchases of stock-in-trade 1 ,934.27 ( 0.32) - 1 ,933.95
Changes in inventories of finished goods, stock-in-trade and w ork-in-progress (660.49) 9 5.83 - ( 564.66)
Employee benefits expense 1 ,436.78 0 .88 - 1 ,437.66
Finance costs 5 05.58 - 2 7.20 5 32.78
Depreciation and amortisation expense 9 23.02 - - 9 23.02
Other expenses 3 ,898.84 2 .76 ( 733.79) 3 ,167.81
Total expenses 2 4,143.83 9 9.15 2 7.20 2 4,270.18
Profit before exceptional items and tax 1 ,078.76 7 .12 2 7.20 1 ,058.68
Exceptional items 2 7.20 - ( 27.20) -
Profit before tax 1 ,051.56 7 .12 0 .00 1 ,058.68
Tax expense
Current tax 2 56.31 ( 73.11) - 1 83.20
Tax adjustment for earlier year (1.69) - - (1.69)
Deferred tax 3 5.46 7 5.71 - 1 11.17
Net profit for the year 7 61.48 4 .52 - 7 66.00
Other comprehensive income
Item that will not be reclassified to profit or loss
Remeasurements of defined benefit obligations 7 .84 - - 7 .84
Income tax relating to items that will not be reclassified to profit or loss (1.92) - - (1.92)
Item that will be reclassified to profit or loss
Foreign currency translation reserve (0.03) - - (0.03)
Other comprehensive income for the period, net of tax 5 .89 - - 5.89
Total comprehensive income for the year 7 67.37 4 .52 - 7 71.89
Profit is attributable to:
Owners of the Company 7 67.23 4 .52 - 7 71.75
Non-controlling interest (5.75) - - (5.75)
7 61.48 4 .52 - 7 66.00
Other comprehensive loss is attributable to:
Owners of the Company 5 .90 - - 5.90
Non-controlling interest (0.01) - - (0.01)
5 .89 - - 5 .89
Total comprehensive income is attributable to:
Owners of the Company 7 67.23 4 .52 5.90 7 77.65
Non-controlling interest (5.75) - - (5.76)
7 61.48 4 .52 5 .90 7 71.89
510Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
55 Acquisition of Business
(i) On17December2024,HoldingCompanyenteredintoanAssetPurchaseAgreement(APA)withBayerAktiengesellschaft(the‘BayerAG’orthe‘Seller’)toacquire
certainassetsrelatedtoBayerAG’scropprotectionactiveingredients.On23December2024(beingan‘effectivedate’or‘acquisitiondate’),theHoldingCompanypaid
atotalpurchaseconsiderationofEUR54.11million(equivalenttoRs.4,790.75million).OutofEUR54.11million,EUR51.35million(equivalenttoRs.4,545.72
million)ispaidtoBayerAGforintangibleassets.Further,paidtoBayerIndiaforpurchaseofintangibleassetsequivalenttoEUR2.11million(Rs.187.48million)and
inventoriesequivalenttoEUR0.65million(Rs.57.56million).TheHoldingCompanyhascapitalisedthepurchaseconsiderationpaidfortheacquiredidentifiablenet
assets at their relative fair values.
The purchase price allocated based on the determination of fair values at the acquisition date is as follows:
Assets acquired Amount
Know-how Patents 4,336.55
Brands 2 82.43
Product Registration 1 14.21
Inventories 57.56
Total identifiable net assets at fair value 4,790.75
Total purchase consideration paid 4,790.75
Since the acquisition date, amortization of acquired intangible assets amounting to Rs. 183.40 million has been charged to the statement of Profit and Loss.
Net cash paid on acquisition (including GST) is Rs. 4,834.61 million
(ii) Duringtheyearended31March2022,theHoldingCompanyhadacquiredseedsbusinessfromBayerBiosciencePrivateLimited("BBPL")andBayerCropscience
Limited ("BCL") through business purchase agreement dated 30 November 2021 on slump sale basis. However, the Freehold land of total 28.6 acres (situated in
Kondakal,Telangana)acquired(aspartoftheagreement)wasregisteredinthenameoftheBBPLandwasunderprocessofregistrationinthenameoftheHolding
Company. Subsequently on 6 October 2023, the freehold land has been partially registered in the name of the Holding Company (20.175 acres out of 28.6 acres).
TheHoldingCompanyatits'TheCommitteeofDirectorsmeeting'heldon19October2023,hasapprovedthesaleofregistered20.175acresoflandhavingbookvalue
ofRs.335.77million.TheHoldingCompanyhassoldthesaidlandatsaleconsiderationofRs.367.19millionafterincurringstampdutyregistrationcostofRs.25.25
million vide sale agreement dated 26 October 2023 at a profit of Rs. 6.17 million during the financial year ended 31 March 2024. Refer note 3 for further details.
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511Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
55 Acquisition of Business (Cont'd)
(iii)Acquisition of I & B Seeds Private Limited (‘I & B Seeds’ or the ‘subsidiary’)
TheBoardofDirectorsoftheHoldingCompanyon23October2024,hadapprovedacquisitionof14,290equitysharesatpriceofRs.170,035perequityshareshaving
facevalueofRs.10eachthroughasharepurchaseagreementdated28October2024foratotalpurchaseconsiderationofRs.2,429.80millionfromtheshareholdersofI
&BSeeds.I&BSeedsisabasedinBangalorewhichspecializesinproducingvegetableandflowerseedswithhavingastrongnationalpresence.TheHoldingCompany
has acquired I & B Seeds for increasing focus in flower & vegetable seeds segment.
Thesaidacquisitionwasestablishedeffectiveon31 October 2024 (the‘dateofacquisition’), whentheHoldingCompanyobtainscontroloftheI&B Seeds.The
transactionhasbeenaccountedforinaccordancewithIndAS103"BusinessCombinations".Accordingly,theassetsandliabilitiesassumedhavebeenaccountedatfair
values as on date of acquisition.
I&BSeedshada20%interestinTargetGeneticsCompanyLimited(‘TargetGenetics’or‘foreignassociate’),acompanybasedinThailand,involvedinthebreedingand
productionofseeds.WiththesaidacquisitionofI&BSeeds,TargetGeneticshasbecomeanassociate,inaccordancewithIndAS28.Accordinglyinterestinforeign
associate is accounted for using the equity method in the consolidated financial statements of the Group.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of I & B Seeds as at the date of acquisition were:
Particulars Amount
Assets
Property, plant and equipment 255.69
Trade receivables 114.52
Inventories 382.89
Other non current Assets 1.06
Loan 20.45
Life insurance premium 4.42
Other financial assets 2.37
Right to use assets 38.82
Investments in associates (Target Genetics Company Limited) 21.36
Investments in mutual funds 109.50
Deferred tax assets 5.86
Income tax assets 6.37
Bank balances other than cash and cash equivalent 12.36
Cash and cash equivalents 61.99
Total assets (A) 1,037.66
Liabilities
Trade payable 17.44
Provisions 33.08
Other financial liabilities 32.89
Other current liabilities 106.28
Lease liabilities 38.23
Current tax liabilities 18.74
Total liabilities (B) 246.66
Identifiable net assets at fair value (A-B) 791.00
Fair value of intangible assets
- Germplasm (Considered as a part of brand) 774.91
- Contract manufacturing (Considered as a part of brand) 4.49
- Brand 604.32
- Non-Compete 38.29
- Assembled workforce (considered as part of Goodwill) 24.10
Total identifiable net assets at fair value and fair value of intangible assets 2,237.11
Calculation of goodwill Amount
Purchase consideration 2,429.80
Less: identifiable net assets at fair value and fair value of intangible assets 2,237.11
Goodwill arising on acquisition 192.69
Theexcessofthepurchaseconsiderationpaidoverthefairvalueofnetassetsacquiredhasbeenattributedtogoodwill.Theprimaryitemsthatgeneratedthisgoodwillare
the value of the estimated synergies and expansion into flower & vegetable seeds business neither of which qualify as an intangible asset. Goodwill is not tax-deductible.
Acquired receivables
Particulars Amount
Fair value of acquired receivables 114.52
Gross contractual amount of receivables 114.52
Contractual cash flows not expected to be collected -
512Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
TheI&Bseedsmeasuredtheacquiredleaseliabilitiesusingthepresentvalueoftheremainingleasepaymentsatthedateofacquisition.Theright-of-useassetswere
measured at an amount equal to the lease liabilities and adjusted to reflect the favourable terms of the lease relative to market terms.
AdeferredtaxassetofRs.14.79millionhasbeenrecognisedintheconsolidatedfinancialstatementsfortheyearended31March2025onaccountofamortisationof
intangible assets
Iftheacquisitionhadtakenplaceatthebeginningoftheperiod,revenuefromoperationswouldhavebeenhigherbyRs.667.97millionandtheprofitbeforetaxforthe
Group from I & B Seeds would have been higher by Rs. 98.17 million.
Fromthedateofacquisition,I&BSeedshascontributedRs.408.85millionofrevenueandRs.73.63millionofprofitbeforetaxfromoperationsintheConsolidated
Financial Statements.
Analysis of cash flows on acquisition:
Particulars Amount
Transaction costs of the acquisition of subsidiary -
Net cash acquired with the subsidiary 61.99
Net cash inflow on acquisition 61.99
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513Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
55 Business Combination (Cont'd)
(iv)Duringtheyearended31March2024,theHoldingCompanyhasacquired"Sadanand"brandcottonseedsbusinessfromM/s.KohinoorSeedFieldsIndiaPrivateLimited(“Seller”)onslumpsale
foranagreedconsiderationofRs.454.90millionwhichincludesdeferredconsiderationofRs.140.40millionandBusinesspurchaseconsiderationofRs.44.50millionrecognisedatfairvalueas
perthetermsandconditionsasmutuallyagreedwiththesellervideagreementdated31August2023.TheHoldingCompanyhasaccountedfortheabovebusinesscombinationusingacquisition
methodofaccountingasperIndAS103"BusinessCombination"attheacquisitiondatei.e.,31October2023.Theobjectiveofbusinessacquisitionistoachievegrowthofcottonseedsbusiness
in south India by way of acquisition of established brand business.
Business purchase consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the Business purchase
consideration meets the definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows.
The key assumptions take into consideration the probability of meeting each performance target and the discount factor @8% per annum.
Aspartoftheaccountingfortheacquisitionof'Sadanand'Brandcottonseeds businessfromM/sKohinoorSeedsFieldsIndiaPrivateLimited,Businesspurchaseconsiderationwithanestimated
fairvalueofRs44.50millionwasrecognisedattheacquisitiondateandremeasuredtoRs33.69million(31March2024:45.87million)asatthereportingdate.Businesspurchaseconsideration
ofRs.44.50millionpertainstothesaleslinkedincentivepayablebytheHoldingCompanyasRs.25perpacketonnetsalesof"Sadanand"brandofcottonseedsinfinancialyear2024-25,2025-
26,2026-27.Managementexperthascarriedoutprobabilityweightedexpectedreturnmethod("PWERM")basedonmanagementexpectationforthepacketssoldinrespectiveyearsfor
determining the fair value of Business purchase consideration. Future developments may require further revisions to the estimate.
The maximum consideration to be paid is Rs 37.75 million. The Business purchase consideration is classified as other financial liability.
Particulars For the six months For the year ended 31 For the year ended 31
period ended 30 March 2025 March 2024
September 2025
Opening balance 33.69 45.87 -
Business purchase consideration - - 44.50
Interest accrued on Business purchase consideration 1.26 2.09 1.37
Adjustment made - (14.27) -
Closing balance 34.95 33.69 45.87
Particulars Amount
Intangible Assets 429.50
Goodwill 25.40
Total consideration 454.90
Business purchase consideration payable 44.50
Deferred consideration 140.40
Upfront payment 270.00
Theexcessofthepurchaseconsiderationoverthefairvalueofassetsacquiredhasbeenattributedtogoodwill,whichmajorlyincludesestimatedoperationalsynergiesandexpansiononmarket
share. The goodwill arising of the acquisition is not tax deductible.
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514Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
56 Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary and partnership firm
For the six months period ended 30 September 2025
Net assets
Share in profit/ (loss) Share in other comprehensive income Share in total comprehensive income
(Total assets minus Total liabilities)
Name of the enterprise As % of
As % of As % of As % of consolidated consolidated
consolidated Amount consolidated profit/ Amount other comprehensive Amount total Amount
net assets (loss) income comprehensive
income
Holding Company
Crystal Crop Protection Limited 99.46% 1 5,172.39 77.90% 1 ,193.78 99.68% ( 358.53) 71.22% 835.25
Subsidiaries
Indian
1 Nexus Crop Science Private Limited 3.74% 5 70.91 6.67% 1 02.24 (0.00%) 0.01 8.72% 102.25
2 Modern Papers (Partnership firm) 1.31% 2 00.59 6.21% 9 5.17 0.03% ( 0.09) 8.11% 95.08
3 Crystal Crop Techno Solutions Private Limited 0.40% 6 0.41 (0.01%) ( 0.13) 0.00% - (0.01%) ( 0.13)
4 Crystal Crop Protection Employee Welfare Trust 0.41% 6 2.45 0.00% 0 .03 0.00% - 0.00% 0.03
5 Crystal Crop Protection Employee Gratuity Trust 0.39% 5 9.35 0.01% 0 .17 0.00% - 0.01% 0.17
6 Saffire Crop Science Private Limited 4.20% 6 40.54 8.99% 1 37.77 0.12% ( 0.42) 11.71% 137.35
7 I & B Seeds Private Limited 6.34% 9 67.85 9.50% 1 45.52 0.31% ( 1.11) 12.31% 144.41
8 Balaji & Saffire Crop Science LLP 0.08% 1 1.92 (0.00%) ( 0.06) 0.00% - (0.01%) ( 0.06)
9 Jaishriram Agro & Saffire Crop Science LLP 0.12% 1 8.04 0.00% 0 .06 0.00% - 0.01% 0.06
10Kisan KSK & Saffire Crop Science LLP 0.22% 3 3.03 0.01% 0 .11 0.00% - 0.01% 0.11
11KSK & Saffire Crop Science LLP 0.17% 2 5.86 (0.01%) ( 0.22) 0.00% - (0.02%) ( 0.22)
12Naveen Agro & Saffire Crop Science LLP 0.27% 4 0.97 (0.00%) ( 0.05) 0.00% - 0.00% ( 0.05)
13Neha & Saffire Crop Science LLP 0.14% 2 1.85 (0.00%) ( 0.01) 0.00% - 0.00% ( 0.01)
14Om Traders & Saffire Crop Science LLP 0.03% 4 .53 (0.00%) ( 0.05) 0.00% - 0.00% ( 0.05)
15Pragat & Saffire Crop Science LLP 0.06% 9 .84 (0.00%) ( 0.02) 0.00% - 0.00% ( 0.02)
16Ramdeo & Saffire Crop Science LLP 0.05% 7 .23 (0.00%) ( 0.02) 0.00% - 0.00% ( 0.02)
17Shree Metikheda & Saffire Crop Science LLP 0.00% ( 0.35) (0.00%) ( 0.01) 0.00% - 0.00% ( 0.01)
18Shri Prithvi & Saffire Crop Science LLP 0.38% 5 8.02 (0.03%) ( 0.42) 0.00% - (0.04%) ( 0.42)
19Trimurti & Saffire Crop Protection LLP 0.03% 4 .52 (0.00%) ( 0.02) 0.00% - 0.00% ( 0.02)
20Vinayaka & Saffire Crop Science LLP 0.37% 5 7.17 (0.03%) ( 0.48) 0.00% - (0.04%) ( 0.48)
Foreign
1 Crystal Crop Protection (Australia) Pty Ltd. 0.00% ( 0.71) 0.00% - 0.01% ( 0.04) 0.00% ( 0.04)
2 Crystal Crop Protection South Africa (Pty) Ltd. 0.01% 1 .64 (0.00%) ( 0.00) 0.00% ( 0.01) 0.00% ( 0.01)
Foreign associate (as per equity method)
Target Genetics Company Limited 0.12% 1 8.81 0.04% 0.58 0.00% - 0.05% 0.58
Non controlling interest (0.83%) (127.03) (0.17%) ( 2.61) 0.00% 0.51 (0.18%) (2.10)
Total eliminations (17.47%) (2,664.62) (9.06%) (138.83) (0.15%) 0.01 (11.84%) ( 138.82)
Total 100.00% 1 5,255.21 100.00% 1 ,532.50 100.00% ( 359.67) 100.00% 1,172.83
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515Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
56 Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary and partnership firm (cont'd)
For the year ended 31 March 2025
Net assets
Share in profit/ (loss) Share in other comprehensive income Share in total comprehensive income
(Total assets minus Total liabilities)
Name of the enterprise As % of
As % of As % of As % of consolidated consolidated
consolidated Amount consolidated profit/ Amount other comprehensive Amount total Amount
net assets (loss) income comprehensive
income
Holding Company
Crystal Crop Protection Limited 100.43% 1 4,173.42 87.57% 1 ,045.75 98.53% ( 75.70) 86.81% 970.05
Subsidiaries
Indian
1 Nexus Crop Science Private Limited 3.32% 4 68.66 10.34% 1 23.50 0.08% ( 0.06) 11.05% 123.44
2 Modern Papers (Partnership firm) 0.75% 1 05.52 3.07% 3 6.72 (0.14%) 0.11 3.30% 36.83
3 Crystal Crop Techno Solutions Private Limited 0.43% 6 1.08 0.80% 9 .61 0.00% - 0.86% 9.61
4 Crystal Crop Protection Employee Welfare Trust 0.44% 6 2.43 0.26% 3 .11 0.00% - 0.28% 3.11
5 Crystal Crop Protection Employee Gratuity Trust 0.42% 5 9.18 1.10% 1 3.10 0.00% - 1.17% 13.10
6 Saffire Crop Science Private Limited 3.57% 5 03.99 1.03% 1 2.34 0.25% ( 0.19) 1.09% 12.15
7 I & B Seeds Private Limited 5.83% 8 23.44 4.38% 5 2.26 1.28% ( 0.98) 4.59% 51.28
8 Balaji & Saffire Crop Science LLP 0.08% 1 1.91 (0.21%) ( 2.54) 0.00% - (0.23%) ( 2.54)
9 Jaishriram Agro & Saffire Crop Science LLP 0.13% 1 7.93 (0.14%) ( 1.73) 0.00% - (0.15%) ( 1.73)
10Kisan KSK & Saffire Crop Science LLP 0.23% 3 2.92 (0.13%) ( 1.50) 0.00% - (0.13%) ( 1.50)
11KSK & Saffire Crop Science LLP 0.18% 2 6.08 (0.15%) ( 1.75) 0.00% - (0.16%) ( 1.75)
12Naveen Agro & Saffire Crop Science LLP 0.29% 4 0.96 (0.20%) ( 2.36) 0.00% - (0.21%) ( 2.36)
13Neha & Saffire Crop Science LLP 0.15% 2 1.87 (0.10%) ( 1.25) 0.00% - (0.11%) ( 1.25)
14Om Traders & Saffire Crop Science LLP 0.03% 4 .78 (0.05%) ( 0.59) 0.00% - (0.05%) ( 0.59)
15Pragat & Saffire Crop Science LLP 0.07% 1 0.12 (0.11%) ( 1.36) 0.00% - (0.12%) ( 1.36)
16Ramdeo & Saffire Crop Science LLP 0.05% 7 .22 (0.17%) ( 1.99) 0.00% - (0.18%) ( 1.99)
17Shree Metikheda & Saffire Crop Science LLP 0.00% ( 0.36) (0.22%) ( 2.63) 0.00% - (0.23%) ( 2.63)
18Shri Prithvi & Saffire Crop Science LLP 0.42% 5 9.40 (0.33%) ( 3.93) 0.00% - (0.35%) ( 3.93)
19Trimurti & Saffire Crop Protection LLP 0.03% 4 .51 (0.03%) ( 0.40) 0.00% - (0.04%) ( 0.40)
20Vinayaka & Saffire Crop Science LLP 0.41% 5 8.25 (0.27%) ( 3.23) 0.00% - (0.29%) ( 3.23)
Foreign
1 Crystal Crop Protection (Australia) Pty Ltd. 0.00% ( 0.66) (0.02%) ( 0.19) 0.00% - (0.02%) ( 0.19)
2 Crystal Crop Protection South Africa (Pty) Ltd. 0.01% 1 .65 (0.01%) ( 0.10) 0.00% - (0.01%) ( 0.10)
Foreign associate (as per equity method)
Target Genetics Company Limited 0.14% 1 9.39 0.17% 1.98 0.00% - 0.18% 1.98
Non controlling interest (0.93%) (131.14) 0.86% 1 0.32 0.01% (0.01) 0.92% 10.31
Total eliminations (16.51%) (2,330.10) (7.44%) (88.90) 0.00% - (7.96%) ( 88.90)
Total 100.00% 1 4,112.45 100.00% 1 ,194.24 100.00% ( 76.83) 100.00% 1,117.41
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516Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
56 Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary and partnership firm (cont'd)
For the year ended 31 March 2024
Net assets
Share in profit/ (loss) Share in other comprehensive income Share in total comprehensive income
(Total assets minus Total liabilities)
Name of the enterprise As % of
As % of As % of As % of consolidated consolidated
consolidated Amount consolidated profit/ Amount other comprehensive Amount total Amount
net assets (loss) income comprehensive
income
Holding Company
Crystal Crop Protection Limited 101.63% 1 3,290.50 94.66% 8 44.31 54.95% (1.11) 94.75% 843.20
Subsidiaries
Indian
1 Nexus Crop Science Private Limited 2.64% 3 45.22 12.98% 1 15.76 8.42% ( 0.17) 12.99% 115.59
2 Modern Papers (Partnership firm) 0.57% 7 4.70 11.69% 1 04.23 (20.79%) 0.42 11.76% 104.65
3 Crystal Crop Techno Solutions Private Limited 0.05% 6 .57 (0.15%) ( 1.32) 0.00% - (0.15%) ( 1.32)
4 Crystal Crop Protection Employee Welfare Trust 0.45% 5 9.33 0.40% 3 .58 0.00% - 0.40% 3.58
5 Crystal Crop Protection Employee Gratuity Trust 0.35% 4 6.08 1.20% 1 0.72 0.00% - 1.20% 10.72
6 Saffire Crop Science Private Limited 2.69% 3 52.20 (6.47%) (57.72) 46.53% ( 0.94) (6.59%) ( 58.66)
7 Balaji & Saffire Crop Science LLP 0.12% 1 5.44 (0.28%) ( 2.46) 0.00% - (0.28%) ( 2.46)
8 Jaishriram Agro & Saffire Crop Science LLP 0.15% 1 9.86 (0.43%) ( 3.84) 0.00% - (0.43%) ( 3.84)
9 Kisan KSK & Saffire Crop Science LLP 0.41% 5 4.11 (1.20%) (10.73) 0.00% - (1.21%) ( 10.73)
10KSK & Saffire Crop Science LLP 0.21% 2 7.82 (1.01%) ( 9.00) 0.00% - (1.01%) ( 9.00)
11Naveen Agro & Saffire Crop Science LLP 0.34% 4 3.91 (0.11%) ( 0.98) 0.00% - (0.11%) ( 0.98)
12Neha & Saffire Crop Science LLP 0.29% 3 7.29 (0.75%) ( 6.71) 0.00% - (0.75%) ( 6.71)
13Om Traders & Saffire Crop Science LLP 0.04% 5 .60 (0.07%) ( 0.59) 0.00% - (0.07%) ( 0.59)
14Pragat & Saffire Crop Science LLP 0.09% 1 2.20 (0.33%) ( 2.93) 0.00% - (0.33%) ( 2.93)
15Ramdeo & Saffire Crop Science LLP 0.07% 9 .11 (0.00%) ( 0.02) 0.00% - (0.00%) ( 0.02)
16Sai Krushi & Saffire Crop Science LLP (Strike off w.e.f. 0.00% - 0.00% - 0.00% - 0.00% -
29 March 2024)
17Shree Metikheda & Saffire Crop Science LLP 0.02% 2 .14 (0.00%) ( 0.03) 0.00% - (0.00%) ( 0.03)
18Shri Prithvi & Saffire Crop Science LLP 0.56% 7 3.42 (1.17%) (10.46) 0.00% - (1.18%) ( 10.46)
19Trimurti & Saffire Crop Protection LLP 0.04% 4 .79 (0.01%) ( 0.10) 0.00% - (0.01%) ( 0.10)
20Vinayaka & Saffire Crop Science LLP 0.53% 6 9.76 (0.54%) ( 4.86) 0.00% - (0.55%) ( 4.86)
21Shivtara & Saffire Crop Science LLP (Strike off w.e.f. 17 0.00% - 0.00% - 0.00% - 0.00% -
November 2023)
Foreign
1 Crystal Crop Protection (Australia) Pty Ltd. (0.00%) ( 0.47) (0.04%) ( 0.35) 0.00% - (0.04%) ( 0.35)
2 Crystal Crop Protection South Africa (Pty) Ltd. 0.01% 1 .75 (0.01%) ( 0.09) 9.41% ( 0.19) (0.03%) ( 0.28)
Non controlling interest (1.30%) (169.57) 2.20% 1 9.58 1.49% (0.03) 2.20% 19.55
Total eliminations (9.97%) (1,304.35) (10.54%) (94.04) 0.00% - (10.57%) ( 94.04)
Total 100.00% 1 3,077.41 100.00% 8 91.95 100.00% (2.02) 100.00% 889.93
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517Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
56 Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary and partnership firm (cont'd)
For the year ended 31 March 2023
Net assets
Share in profit/ (loss) Share in other comprehensive income Share in total comprehensive income
(Total assets minus Total liabilities)
Name of the enterprise As % of
As % of As % of As % of consolidated consolidated
consolidated Amount consolidated profit/ Amount other comprehensive Amount total Amount
net assets (loss) income comprehensive
income
Holding Company
Crystal Crop Protection Limited 102.16% 1 2,546.29 83.24% 6 42.43 87.97% 5.19 83.28% 647.62
Subsidiaries
Indian
1 Nexus Crop Science Private Limited 1.06% 1 29.69 2.53% 1 9.52 (7.29%) ( 0.43) 2.45% 19.09
2 Modern Papers (Partnership firm) 0.97% 1 19.66 14.56% 1 12.34 (9.83%) ( 0.58) 14.37% 111.76
3 Crystal Crop Techno Solutions Private Limited (0.02%) ( 2.33) 0.03% 0 .22 0.00% - 0.03% 0.22
4 Crystal Crop Protection Employee Welfare Trust 0.42% 5 1.18 6.40% 4 9.41 0.00% - 6.35% 49.41
5 Crystal Crop Protection Employee Gratuity Trust 0.22% 2 6.92 0.71% 5 .47 0.00% - 0.70% 5.47
6 Saffire Crop Science Private Limited 3.51% 4 31.13 (5.80%) (44.75) 2.71% 0.16 (5.73%) ( 44.59)
7 Balaji & Saffire Crop Science LLP 0.29% 3 5.65 (0.32%) ( 2.46) 0.00% - (0.32%) ( 2.46)
8 Jaishriram Agro & Saffire Crop Science LLP 0.22% 2 6.68 (0.15%) ( 1.14) 0.00% - (0.15%) ( 1.14)
9 Kisan KSK & Saffire Crop Science LLP 0.48% 5 9.35 (0.59%) ( 4.57) 0.00% - (0.59%) ( 4.57)
10KSK & Saffire Crop Science LLP 0.70% 8 6.09 (0.28%) ( 2.17) 0.00% - (0.28%) ( 2.17)
11Naveen Agro & Saffire Crop Science LLP 0.38% 4 6.48 (0.34%) ( 2.65) 0.00% - (0.34%) ( 2.65)
12Neha & Saffire Crop Science LLP 0.57% 7 0.18 0.20% 1 .56 0.00% - 0.20% 1.56
13Om Traders & Saffire Crop Science LLP 0.17% 2 0.28 (0.15%) ( 1.16) 0.00% - (0.15%) ( 1.16)
14Pragat & Saffire Crop Science LLP 0.24% 2 9.10 0.13% 1 .02 0.00% - 0.13% 1.02
15Ramdeo & Saffire Crop Science LLP 0.09% 1 0.58 (0.18%) ( 1.37) 0.00% - (0.18%) ( 1.37)
16Sai Krushi & Saffire Crop Science LLP (Strike off w.e.f. 0.00% 0 .10 0.00% - 0.00% - 0.00% -
29 March 2024)
17Shree Metikheda & Saffire Crop Science LLP 0.02% 2 .27 (0.16%) ( 1.21) 0.00% - (0.16%) ( 1.21)
18Shri Prithvi & Saffire Crop Science LLP 0.72% 8 8.31 (0.27%) ( 2.08) 0.00% - (0.27%) ( 2.08)
19Trimurti & Saffire Crop Protection LLP 0.06% 7 .00 (0.09%) ( 0.70) 0.00% - (0.09%) ( 0.70)
20Vinayaka & Saffire Crop Science LLP 1.14% 1 40.08 (0.98%) ( 7.57) 0.00% - (0.97%) ( 7.57)
21Shivtara & Saffire Crop Science LLP (Strike off w.e.f. 17 0.00% - 0.00% - 0.00% - 0.00% -
November 2023)
Foreign
1 Crystal Crop Protection (Australia) Pty Ltd. 0.00% 0 .02 (0.03%) ( 0.23) 0.51% 0.03 (0.03%) ( 0.20)
2 Crystal Crop Protection South Africa (Pty) Ltd. 0.02% 2 .07 (0.02%) ( 0.15) (61.02%) ( 3.60) (0.48%) ( 3.75)
Non controlling interest (1.91%) (235.09) 0.75% 5.75 0 .00 0.01 0.01 5.76
Total eliminations (11.48%) (1,410.48) 0.81% 6.24 86.78% 5.12 1.46% 11.36
Total 100.00% 1 2,281.21 100% 7 71.75 100% 5.90 100% 777.65
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518Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Material subsequent events occurring after Balance Sheet date
57 a)TheBoardofDirectorsoftheHoldingCompanyatitsmeetingheldon14February2025hadapprovedaSchemeofarrangement('merger')betweentheCrystalCropProtectionLimited(the'HoldingCompany'or'theTransferorCompany')
andI&BSeedsPrivateLimited('I&BSeeds' or ‘theTransfereeCompany’)andtheirrespectiveshareholdersandcreditors,inaccordancewiththeprovisionsoftheCompaniesAct,2013.TheHoldingCompanyhasfiledacombined
applicationforthemergerofI&BSeedsandCompanywiththeHon’bleNationalCompanyLawTribunals(NCLT),Ahmedabadon14May2025.AspertheSchemefiled,theappointeddateis31October2024.TheNCLTpassedtheorder
forthemergeron17November2025,whichwasapprovedbytheBoardofDirectors(throughcirculation)on10December2025.Theeffectivedateofthemergeris10December2025i.e.thedateonwhichtheTransferorandTransferee
Company have filed the Scheme with the Registrar of Companies.
The above merger would not have any impact on the Restated Consolidated Financial Information for the respective periods.
b)TheBoardofDirectorsofSaffireCropSciencePrivateLimitedatitsmeetingheldon13March2025,hadapprovedaSchemeofarrangement('merger')betweenNexusCropSciencePrivateLimited(the'NexusCropScience'or'the
TransferorCompany')andSaffireCropSciencePrivateLimited('SaffireCropScience' or‘theTransfereeCompany’)andtheirrespectiveshareholdersandcreditors,inaccordancewiththeprovisionsoftheCompaniesAct,2013.Accordingly,
theSaffireCropSciencehasfiledacombinedapplicationforthemergerofNexusCropScienceandSaffireCropSciencewiththeHon’bleNationalCompanyLawTribunals(NCLT),Ahmedabadon31March2025.AspertheSchemefiled,
theappointeddateis01April2025.TheNCLTpassedtheorderforthemergeron17October2025andwasdulyapprovedbytheBoardofDirectorsatitsmeetingheldon14November2025.Theeffectivedateofthemergeris21November
2025 i.e. the date on which the Transferor and Transferee Company have filed the Scheme with the Registrar of Companies.
The above merger would not have any impact on the Restated Consolidated Financial Information for the respective periods.
c)TheBoardofDirectorsoftheHoldingCompanyattheirmeetingheldon14November2025declaredinterimdividend@Rs.1.07perequityshareandtheHoldingCompanypaidRs.136.39millionforthesameincludingwithholdingtaxof
Rs. 14.40 million.
d)PursuanttotheresolutionpassedbytheNominationandRemunerationCommitteeonNovember142025,1,45,105optionsweregrantedtoeligibleemployeesundertheexistingEmployeeStockOptionsScheme2018('ESOPScheme').The
optionswillbevestedover4years,basedonacombinationoftimeandperformancecriteria,with40%vestingonatimebasisandtheremaining60%linkedtoperformance(30%basedoncompanyperformanceand30%basedonindividual
performance). The said grants will be exercisable on discount of 25% over the listing price at the RHP stage (referred as 'exercisable price').
e) Subsequent to the balance sheet date, there have been changes in the capital structure of the Holding Company, as detailed below:
Transfer of shares:
One equity share of Rs. 10 each held by Advika Education Trust and one equity share of Rs. 10 each held by Malvika Education Trust were transferred to Mr. Ankur Aggarwal on 01 December 2025.
Transfers pursuant to gift deeds dated 26 November 2025:
Ms. Komal Aggarwal transferred 1,71,24,951 equity shares of Rs. 10 each to Mr. Nand Kishore Aggarwal on 27 November 2025.
Ms. Komal Aggarwal transferred 87,82,026 equity shares of Rs. 10 each to Mr. Ankur Aggarwal on 27 November 2025.
Mr.NandKishoreAggarwaltransferred4,83,01,143equitysharesofRs.10eachtoAnkurAggarwalKNKFamilyTrustoutofwhich3,11,76,192equitysharesweretransferredon27November2025andtheremaining1,71,24,951equity
shares were transferred on 03 December 2025.
Mr. Nand Kishore Aggarwal transferred 32,20,076 equity shares of Rs. 10 each to Komal Aggarwal KNK Family Trust on 27 November 2025.
Mr. Nand Kishore Aggarwal transferred 32,20,076 equity shares of Rs. 10 each to Pooja Bansal KNK Family Trust on 27 November 2025.
Kanak Nand Kishore Aggarwal Family Trust transferred 94 equity shares of Rs.10 each to Mr. Ankur Aggarwal on 04 December 2025.
f) The Government of India has notified the enforcement of the four Labour Codes on 21 November 2025 which are as follows and will be effective from 21 November 2025.
(i) Code on Wages, 2019,
(ii) Industrial Relations Code, 2020,
(iii) Code on Social Security, 2020, and
(iv) Occupational Safety, Health and Working Conditions Code, 2020
AsthedetailedrulesandregulationsundertherespectiveCodesareyettobefullynotifiedbytheCentralandStateGovernments,theGroupispresentlyevaluatingtheimpactoftheCodesonitsoperations,employeebenefits,compensation
structuresandcomplianceprocesses.TheGroupwillassessfinancialimpactofemployeebenefits(includinggratuity,providentfundandotherstatutorybenefits)oncethecorrespondingrulesarenotified.Anyrequiredadjustmentswillbe
accounted for in the period in which the relevant rules become effective and the obligations become reliably measurable.
The Group continues to comply with the existing labour laws and related provisions until the new rules under the Labour Codes are fully operational.
(This space has been intentionally left blank)
519Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
58 Statementofadjustmentstotheauditedspecialpurposeconsolidatedinterimfinancialstatementsasatandforthesixmonthsperiodended30September2025andauditedconsolidatedfinancialstatementsasatandfortheyearsended
31 March 2025, 31 March 2024 and 31 March 2023.
Summarizedbelowaretherestatementadjustmentsmadetotheauditedspecialpurposeconsolidatedinterimfinancialstatementsasatandforthesixmonthsperiodended30September2025andauditedconsolidatedfinancialstatementsasatandfor
the years ended 31 March 2025, 31 March 2024 and 31 March 2023 and their impact on equity and the Profit/ (loss) of the Group.
Part A: Impact on total equity and profit after tax
(i) Impact on total equity
As at 30 September
Particulars As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
2025
Total equity as per audited special purpose consolidated interim financial statements/ audited consolidated financial statements 15,504.18 1 4,365.53 13,368.92 12,638.24
Restatement adjustments:
- Audit qualifications (refer Part-B below) (121.94) ( 121.94) (121.94) (121.94)
- Other adjustments - - - -
Total equity as per Restated Consolidated Financial Information 15,382.24 1 4,243.59 13,246.98 12,516.30
(ii) Impact on profit after tax
For the six months
For the year ended For the year ended For the year ended
Particulars period ended 30
31 March 2025 31 March 2024 31 March 2023
September 2025
1,174.93 1,107.10 8 70.38 771.89
Total comprehensive Income/ (loss) as per audited special purpose consolidated interim financial statements/ audited consolidated financial statements
Restatement adjustments:
- Audit qualifications (refer Part-B below) - - - -
- Other adjustments - - - -
Profit after tax as per Restated Consolidated Financial Information 1,174.93 1 ,107.10 8 70.38 771.89
PartB:AuditqualificationswhichhavebeenadjustedinRestatedConsolidatedFinancialInformationarereproducedbelowinrespectofthespecialpurposeconsolidatedinterimfinancialstatementsasatandforthesixmonthsperiod
ended 30 September 2025 and audited consolidated financial statements as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023:
a) For the six months period ended 30 September 2025:
Auditor's Report on Special Purpose Consolidated Interim Financial Statements:
AsstatedinNote40(vi)totheaccompanyingSpecialPurposeConsolidatedInterimFinancialStatements,theHoldingCompanyhadrecognisedinsuranceclaimreceivableofRs.162.95millionduringthefinancialyear2012-13,whichwasrejectedby
theinsurancecompany.IntheFY2015-16,theHoldingCompanyhadfiledacomplaintagainsttheinsurancecompanybeforetheNationalConsumerDisputesRedressalCommission("NCDRC"),NewDelhi,whichawardedanorderdated13
December2019infavouroftheCompanydirectingtheinsurancecompanytopaytheclaimamountofRs.162.95millionalongwithinteresttotheHoldingCompany,fordeficiencyofservice.However,theinsurancecompanyhadfiledanappeal
before the Hon'ble Supreme Court against the order of NCDRC, which is currently pending for adjudication.
Inviewofnon-acceptanceoftheHoldingCompany'sclaimbytheinsurancecompany,thesaidinsuranceclaimreceivableisconsideredasacontingentassetasdefinedunderIndAS37'Provisions,ContingentLiabilitiesandContingentAssets',and
accordinglyshouldnothavebeenrecognisedintheSpecialPurposeConsolidatedInterimFinancialStatements.HadtheHoldingCompanynotrecognisedsuchinsuranceclaimreceivable,theothernon-currentfinancialassetsasat30September2025
wouldhavebeenlowerbyRs.162.95million(31March2025:Rs.162.95million),otherequityasat30September2025wouldhavebeenIowerbyRs.162.95million(31March2025:Rs.162.95million)andnetdeferredtaxassetswouldhavebeen
higher by Rs. 41.01 million as at 30 September 2025 (31 March 2025: Rs. 41.01 million).
Our audit report dated 22 May 2025 on the consolidated financial statements of the Holding Company for the year ended 31 March 2025, was also qualified in respect of this matter.
b) As at and for the year ended 31 March 2025:
Auditor's Report on Consolidated Financial Statements:
Asstatedinnote49totheaccompanyingconsolidatedfinancialstatements,theHoldingCompanyhadrecognisedinsuranceclaimreceivableofRs.162.95millionduringthefinancialyear2012-13,whichwasrejectedbytheinsurancecompany.Inthe
FY2015-16,theHoldingCompanyhadfiledacomplaintagainsttheinsurancecompanybeforetheNationalConsumerDisputesRedressalCommission("NCDRC"),NewDelhi,whichawardedanorderdated13December2019infavourofthe
CompanydirectingtheinsurancecompanytopaytheclaimamountofRs.162.95millionalongwithinteresttotheHoldingCompany,fordeficiencyofservice.However,theinsurancecompanyhadfiledanappealbeforetheHon'bleSupremeCourt
against the order Of NCDRC. which is currently pending for adjudication.
Inviewofnon-acceptanceoftheHoldingCompany'sclaimbytheinsurancecompany,thesaidinsuranceclaimreceivableisconsideredasacontingentassetasdefinedunderIndAS37'Provisions,ContingentLiabilitiesandContingentAssets',and
accordinglyshouldnothavebeenrecognisedintheconsolidatedfinancialstatements.HadtheHoldingCompanynotrecognisedsuchinsuranceclaimreceivable,theothernon-currentfinancialassetsasat31March2025wouldhavebeenlowerbyRs.
162.95million(31March2024:Rs.162.95million),otherequityasat31March2025wouldhavebeenlowerbyRs.162.95million(31March2024:Rs.162.95million)andnetdeferredtaxassetswouldhavebeenhigherbyRs.41.01millionasat31
March 2024 (31 March 2023: Rs. 41.01 million).
Our audit report dated 30 May 2024 on the consolidated financial statements of the Company for the year ended 31 March 2024, was also qualified in respect of this matter.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesshavebeenidentifiedintheoperatingeffectivenessoftheHoldingCompany’sinternalfinancialcontrolswithreferencetofinancial
statements as at 31 March 2025:
TheHoldingCompany’sinternalfinancialcontrolsystemwithrespecttodeterminationofrecognitioncriteriaoninsuranceclaimreceivables,asexplainedinnote49totheaccompanyingconsolidatedfinancialstatements,werenotoperatingeffectively,
which has resulted in a material misstatement in the carrying amount of non-current financial assets and its consequential impact on the other equity and related disclosures in the accompanying consolidated financial statements.
c) As at and for the year ended 31 March 2024:
Auditor's Report on Consolidated Financial Statements:
Asstatedinnote48totheaccompanyingconsolidatedfinancialsstatements,theHoldingCompanyhadrecognisedinsuranceclaimreceivableofRs.162.95millionduringthefinancialyear2012-13,whichwasrejectedbytheinsurancecompany.Inthe
financialyear2015-16,theHoldingCompanyhadfiledacomplaintagainsttheinsurancecompanybeforetheNationalConsumerDisputesRedressalCommission("NCDRC"),NewDelhi,whichawardedanorderdated13December2019infavourof
theHoldingCompanydirectingtheinsurancecompanytopaytheclaimamountofRs.162.95millionalongwithinteresttotheHoldingCompany,fordeficiencyofservice.However,theinsurancecompanyhasfiledanappealbeforetheHon'ble
Supreme Court against the order of NCDRC, Which is currently pending for adjudication.
Inviewofnon-acceptanceoftheHoldingCompany'sclaimbytheinsurancecompany,thesaidinsuranceclaimreceivableisconsideredasacontingentassetasdefinedunderIndAS37'Provisions,ContingentLiabilitiesandContingentAssets',and
accordinglyshouldnothavebeenrecognisedintheconsolidatedfinancialstatements.HadtheHoldingCompanynotrecognisedsuchinsuranceclaimreceivable,theothernon-currentfinancialassetsasat31March2024wouldhavebeenlowerbyRs.
162.95million(31March2023:Rs.162.95million),otherequityasat31March2024wouldhavebeenlowerbyRs.162.95million(31March2023:Rs.162.95million)andnetdeferredtaxassetswouldhavebeenhigherbyRs.41.01millionasat31
March 2024 (31 March 2023: Rs. 41.01 million).
Our audit report dated 30 May 2023 on the consolidated financial statements of the Holding Company for the year ended 31 March 2023, was also qualified in respect of this matter.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesseshavebeenidentifiedintheoperatingeffectivenessoftheHoldingCompany'sinternalfinancialcontrolswithreferencetofinancial
statements as at 31 March 2024:
TheHoldingCompany'sinternalfinancialcontrolsystemwithrespecttodeterminationofrecognitioncriteriaoninsuranceclaimreceivables,asexplainedinNoteno48totheaccompanyingconsolidatedfinancialstatements,werenotoperating
effectively, which has resulted in a material misstatement in the carrying amount of non-current financial assets and its consequential impact on the earnings, other equity and related disclosures in the accompanying consolidated financial statements.
520Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
d) As at and for the year ended 31 March 2023:
Auditor's Report on Consolidated Financial Statements:
Asstatedinnote50totheaccompanyingconsolidatedfinancialstatements,theHoldingCompanyhadrecognizedinsuranceclaimreceivableofRs.162.95millionduringthefinancialyear2012-13,whichwasrejectedbytheinsurancecompany.Inthe
financialyear2015-16,theHoldingCompanyhadfiledacomplaintagainsttheinsurancecompanybeforetheNationalConsumerDisputesRedressalCommission("NCDRC"),NewDelhi,whichawardedanorderdated13December2019infavourof
theHoldingCompanydirectingtheinsurancecompanytopaytheclaimamountofRs162.95millionalongwithinteresttotheHoldingCompany,fordeficiencyofservice.However,theinsurancecompanyhasfiledanappealbeforetheHon'ble
Supreme Court against the order of NCDRC, which is currently pending for adjudication.
Inviewofnon-acceptanceoftheHoldingCompany'sclaimbytheinsurancecompany,thesaidinsuranceclaimreceivableisconsideredasacontingentassetasdefinedunderIndAS37'Provisions,ContingentLiabilitiesandContingentAssets',and
accordinglyshouldnothavebeenrecognisedinthefinancialstatements.HadtheHoldingCompanynotrecognisedsuchinsuranceclaimreceivable,Group'sothernon-currentfinancialassetsasat31March2023wouldhavebeenlowerbyRs.162.95
million(31March2022:Rs.162.95million),otherequityasat31March2023wouldhavebeenlowerbyRs.162.95million(31March2022:Rs.162.95million)andnetdeferredtaxassetswouldhavebeenhigherbyRs.41.01millionasat31March
2023 (31 March 2022: Rs. 41.01 million).
Our audit report dated 21 June 2022 on the consolidated financial statements of the Holding Company for the year ended 31 March 2022, was also qualified in respect of this matter.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesseshavebeenidentifiedintheoperatingeffectivenessoftheHoldingCompany'sinternalfinancialcontrolswithreferencetofinancial
statements as at 31 March 2023.
TheHoldingCompany'sinternalfinancialcontrolsystemwithrespecttodeterminationofrecognitioncriteriaoninsuranceclaimreceivables,asexplainedinnote50totheconsolidatedfinancialstatements,werenotoperatingeffectively,whichhas
resulted in a material misstatement in the carrying amount of non-current financial assets and its consequential impact on the earnings, other equity and related disclosures in the accompanying consolidated financial statements.
Part C: Audit qualifications which do not requiring adjustments in Restated Consolidated Financial Information are reproduced below for respective years:
a) Crystal Crop Protection Limited (Consolidated)
(i) As at and for the year ended 31 March 2024:
Auditor's Report on Consolidated Financial Statements:
Asdescribedinnote40(ii)totheaccompanyingconsolidatedfinancialstatements,theHoldingCompanyhadreceivedashowcausenotice('SCN')dated05November2019fromtheOfficeofAdditionalDirectorGeneral
ForeignTrade,AhmedabadstatingthattherefundsofTerminalExciseDuty('TED')obtainedbytheHoldingCompanyonthebasisofAdvanceReleaseOrder('AROs')havebeenerroneouslymadetotheHoldingCompany
sincethesuppliesagainsttheAROswerepriortothedateofissuanceofAROsanddirectedtheHoldingCompanytopaybackTEDrefundsamountingtoRs1,094.17millionalongwithinterestattherateof15%.Thematteris
being litigated by the Holding Company before Hon'ble High Court of Gujarat which has granted a stay on the show cause notice proceedings on 17 December 2019.
Further,afirstinformationreport('FIR')implicatingtheHoldingCompanyandthreeofitsdirectors,theformerJointDirectorDGFT,andotherunknownpersonswasfiledon18January2020bytheCentralBureauof
Investigation('CBI')forwhichachargesheetdated24December2021hadbeenfiledbytheCBIinthepreviousyear.Also,on07January2021,aprovisionalattachmentorderattachingafixeddepositoftheHoldingCompany
worthRs202.66millionwasissuedbytheDirectorateofEnforcementwhichhasbeenconfirmedbyadjudicatingauthority,videitsfinalorderdated06September2021.TheHoldingCompanyhastakenfurtherlegalactions
against such matters as further explained in the said note.
Themanagement,basedontheirlegalassessment,isoftheviewthattheaforesaidmatterswouldnotbetenableagainsttheHoldingCompanyathigherjurisdictionsorbeforethecourtsoflawandaccordingly,management
believes that no adjustments are required to the accompanying Consolidated Financial Statements.
However,inviewofthefactthattheregulatoryinvestigationsandlegalcasesarestillongoing,andinabsenceofsufficientappropriateevidencetosupportmanagement'sviews,weareunabletocommentontheconsequential
impactoftheabovemattersontheseConsolidatedFinancialStatements.Ourauditreportdated30May2023ontheconsolidatedfinancialstatementsoftheCompanyfortheyearended31March2023,wasalsoqualifiedin
respect of this matter.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesseshavebeenidentifiedintheoperatingeffectivenessoftheHoldingCompany'sinternalfinancialcontrolswith
reference to financial statements as at 31 March 2024:
TheHoldingCompany'sinternalcontrolsystemwithrespecttorecognitionofliabilitytowardsclaimsmadebythegovernmentauthoritytowardsrefundofexcessterminalexciseduty(TED),asexplainedinNoteno40(ii)to
theaccompanyingconsolidatedfinancialstatements,werenotoperatingeffectively,whichcouldleadtoapotentialmaterialmisstatementintheHoldingcompany'sexpensesanditsconsequentialimpactontheearnings,
reserves other equity and related disclosures in the accompanying consolidated financial statements.
(ii) As at and for the year ended 31 March 2023:
Auditor's Report on Consolidated Financial Statements:
AsdescribedinNote40(ii)totheaccompanyingconsolidatedfinancialstatements,theHoldingCompanyhadreceivedashowcausenotice('SCN')dated05November2019fromtheOfficeofAdditionalDirectorGeneral
ForeignTrade,AhmedabadstatingthattherefundsofTerminalExciseDuty('TED')obtainedbytheHoldingCompanyonthebasisofAdvanceReleaseOrder(“CAROs”)havebeenerroneouslymadetotheHoldingCompany
sincethesuppliesagainsttheAROswerepriortothedateofissuanceofAROsanddirectedtheHoldingCompanytopaybackTEDrefundsamountingtoRs1,094.17millionalongwithinterestattherateof15%.Thematteris
being litigated by the Holding Company before Hon'ble High Court of Gujarat which has granted a stay on the show cause notice proceedings on 17 December 2019.
Further,afirstinformationreport('FIR')implicatingtheHoldingCompanyandthreeofitsDirectors,theformerJointDirectorDGFT,andotherunknownpersonswasfiledon18January2020bytheCentralBureauof
Investigation('CBI')forwhichachargesheetdated24December2021hadbeenfiledbytheCBIinthepreviousyear.Also,on07January2021,aprovisionalattachmentorderattachingafixeddepositoftheHoldingCompany
worthRs202.66millionwasissuedbytheDirectorateofEnforcementwhichhasbeenconfirmedbyadjudicatingauthority,videitsfinalorderdated06September2021.TheHoldingCompanyhastakenfurtherlegalactions
against such matters as further explained in the said note.
Themanagement,basedontheirlegalassessment,isoftheviewthattheaforesaidmatterswouldnotbetenableagainsttheHoldingCompanyathigherjurisdictionsorbeforethecourtsoflawandaccordingly,management
believes that no adjustments are required to the accompanying consolidated financial statements.
However,inviewofthefactthattheregulatoryinvestigationsandlegalcasesarestillongoing,andinabsenceofsufficientappropriateevidencetosupportmanagement'sviews,weareunabletocommentontheconsequential
impactoftheabovemattersontheseconsolidatedfinancialstatements.Ourauditreportdated21June2022ontheconsolidatedfinancialstatementsoftheHoldingCompanyfortheyearended31March2022,wasalso
qualified in respect of this matter.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesseshavebeenidentifiedintheoperatingeffectivenessoftheHoldingCompany'sinternalfinancialcontrolswith
reference to financial statements as at 31 March 2023:
TheHoldingCompany'sinternalcontrolsystemwithrespecttorecognitionofliabilitytowardsclaimsmadebythegovernmentauthoritytowardsrefundofexcessterminalexciseduty(TED),asexplainedinnote40(ii)tothe
accompanyingconsolidatedfinancialstatements,werenotoperatingeffectively,whichcouldleadtoapotentialmaterialmisstatementintheHoldingCompany'sexpensesanditsconsequentialimpactontheearnings,other
equity and related disclosures in the accompanying consolidated financial statements.
521Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
b) Crystal Crop Protection Limited (Standalone)
(i) As at and for the year ended 31 March 2024:
Auditor's Report on Standalone Financial Statements:
As described in note 40(ii) to the accompanying standalone financial statements, the Company had received a show cause notice ('SCN') dated 05 November 2019 from the Office of Additional Director General Foreign Trade,
Ahmedabad stating that the refunds of Terminal Excise Duty ('TED') obtained by the Company on the basis of Advance Release Order (CAROs') have been erroneously made to the Company since the supplies against the AROs
were prior to the date of issuance of AROs and directed the Company to payback TED refunds amounting to Rs 1,094.17 million along with interest at the rate of 15%. The matter is being litigated by the Company before
Hon'ble High Court of Gujarat which has granted a stay on the show cause notice proceedings on 17 December 2019. Further, a first information report ('FIR') implicating the Company and three of its Directors, the former Joint
Director DGFT, and other unknown persons was filed on 18 January 2020 by the Central Bureau of Investigation ('CBI') for which a chargesheet dated 24 December 2021 had been filed by the CBI in the previous year. Also, on
07 January 2021, a provisional attachment order attaching a fixed deposit of the Company worth Rs 202.66 million was issued by the Directorate of Enforcement which has been confirmed by adjudicating authority, vide its final
order dated 06 September 2021. The Company has taken legal actions against such matters as further explained in the said note.
The management, based on their legal assessment, is of the view that the aforesaid matters would not be tenable against the Company at higher jurisdictions or before the courts of law and accordingly, management believes that
no adjustments are required to the accompanying Standalone Financial Statements.
However, in view of the fact that the regulatory investigations and legal cases are still ongoing, and in absence of sufficient appropriate evidence to support management's views, we are unable to comment on the consequential
impact of the above matters on these Standalone Financial Statements.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesseshavebeenidentifiedintheoperatingeffectivenessoftheCompany'sinternalfinancialcontrolswithreference
to financial statements as at 31 March 2024:
TheCompany'sinternalcontrolsystemwithrespecttorecognitionofliabilitytowardsclaimsmadebythegovernmentauthoritytowardsrefundofexcessterminalexciseduty(TED),asexplainedinNoteno40(ii)tothe
accompanyingstandalonefinancialstatements,werenotoperatingeffectively,whichcouldleadtoapotentialmaterialmisstatementintheCompany'sexpensesanditsconsequentialimpactontheearnings,reservesotherequity
and related disclosures in the accompanying standalone financial statements.
(ii) As at and for the year ended 31 March 2023:
Auditor's Report on Standalone Financial Statements:
Asdescribedinnote41(ii)totheaccompanyingstandalonefinancialstatements,theCompanyhadreceivedashowcausenotice(‘SCN’)dated05November2019fromtheOfficeofAdditionalDirectorGeneralForeignTrade,
AhmedabadstatingthattherefundsofTerminalExciseDuty(‘TED’)obtainedbytheCompanyonthebasisofAdvanceReleaseOrder(‘AROs’)havebeenerroneouslymadetotheCompanysincethesuppliesagainsttheAROs
werepriortothedateofissuanceofAROsanddirectedtheCompanytopaybackTEDrefundsamountingtoRs1,094.17millionalongwithinterestattherateof15%.ThematterisbeinglitigatedbytheCompanybefore
Hon’bleHighCourtofGujaratwhichhasgrantedastayontheshowcausenoticeproceedingson17December2019.Further,afirstinformationreport(‘FIR’)implicatingtheCompanyandthreeofitsDirectors,theformer
JointDirectorDGFT,andotherunknownpersonswasfiledon18January2020bytheCentralBureauofInvestigation(‘CBI’)forwhichachargesheetdated24December2021hadbeenfiledbytheCBIinthepreviousyear.
Also,on07January2021,aprovisionalattachmentorderattachingafixeddepositoftheCompanyworthRs202.66millionwasissuedbytheDirectorateofEnforcementwhichhasbeenconfirmedbyadjudicatingauthority,
videitsfinalorderdated06September2021.TheCompanyhastakenlegalactionsagainstsuchmattersasfurtherexplainedinthesaidnote.Themanagement,basedontheirlegalassessment,isoftheviewthattheaforesaid
matters would not be tenable against the Company at higher jurisdictions or before the courts of law and accordingly, management believes that no adjustments are required to the accompanying standalone financial statements.
However,inviewofthefactthattheregulatoryinvestigationsandlegalcasesarestillongoing,andinabsenceofsufficientappropriateevidencetosupportmanagement’sviews,weareunabletocommentontheconsequential
impactoftheabovemattersonthesestandalonefinancialstatements.Ourauditreportdated21June2022onthestandalonefinancialstatementsoftheCompanyfortheyearended31March2022,wasalsoqualifiedinrespect
of this matter.
Internal financial controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of Companies Act, 2013:
Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesseshavebeenidentifiedintheoperatingeffectivenessoftheCompany'sinternalfinancialcontrolswithreference
to financial statements as at 31 March 2023:
TheCompany'sinternalcontrolsystemwithrespecttorecognitionofliabilitytowardsclaimsmadebythegovernmentauthoritytowardsrefundofexcessterminalexciseduty(TED),asexplainedinNoteno41(ii)tothe
accompanyingstandalonefinancialstatements,werenotoperatingeffectively,whichcouldleadtoapotentialmaterialmisstatementintheCompany'sexpensesanditsconsequentialimpactontheearnings,reservesotherequity
and related disclosures in the accompanying standalone financial statements.
Part D: Non-adjusting events:
A)EmphasisofMattersnotrequiringadjustmentstoRestatedConsolidatedFinancialInformationarereproducedbelowinrespectoftheauditedspecialpurposeconsolidatedinterimfinancialstatementsand
auditedspecialpurposestandaloneinterimfinancialstatementsasatandforthesixmonthsperiodended30September2025andauditedconsolidatedandstandalonefinancialstatementsasatandfortheyears
ended 31 March 2025, 31 March 2024, 31 March 2023:
a) Crystal Crop Protection Limited (Consolidated)
Auditor's Report on special purpose consolidated interim financial Statements as at and for the six months period ended 30 September 2025
(i) Wedrawattentiontonote40(iii)oftheaccompanyingSpecialPurposeConsolidatedInterimFinancialStatementsregardingademandofRs.1,094.17millionwithinterestthereonraisedbytheAdditionalDirectorGeneralForeignTrade(‘DGFT’),
AhmedabadrelatedtoTerminalExciseDuty(‘TED’)refundsclaimed/receivedbytheHoldingCompanyduringtheyears2012-2016,againstwhichHoldingCompanyhadobtainedastayorderfromtheHon’bleGujaratHighCourt.Consequently,
actionsweretakenbytheCentralBureauofInvestigation(‘CBI’)implicatingtheHoldingCompany,itsdirectors,andformerDGFTofficialsunderallegationsrelatedtowrongfulTEDrefunds,forwhichchargesheethadbeenfiled.Pursuanttothe
actionstakenbytheCBI,theDirectorateofEnforcement(‘ED’)summonedthedirectorsandinitiatedaninvestigationintotheHoldingCompany.TheHoldingCompany’sfixeddepositsamountingtoRs.302.06millionasat30September2025have
beenprovisionallyattachedbytheEDduringtheperiodofongoinginvestigationascertainingittobetheproceedsofcrimeoftheCompanyinthesupplementarycomplaintsfiledinaccordancewithPreventionofMoney-LaunderingAct,2002
(‘PMLA’). The aforesaid proceedings are pending in the CBI Court in Ahmedabad and Appellate Tribunal under the PMLA as at reporting date.
Basedonavailableinformation,underlyingevidencesupportingtheserefunds,andsupplementedbyexternallegaladvice,themanagementisoftheviewthatthematterisnotlikelytohaveamaterialimpactontheHoldingCompanyandnoadjustment
is required to the accompanying Special Purpose Consolidated Interim Financial Statements in respect of this matter.
Our opinion is not modified in respect of the this matter.
(ii) WedrawattentiontoNote2totheaccompanyingSpecialPurposeConsolidatedInterimFinancialStatements,whichdescribesthebasisofitspreparation.TheseSpecialPurposeConsolidatedInterimFinancialStatementshavebeenpreparedbythe
HoldingCompany’smanagementsolelyforthepreparationofRestatedConsolidatedFinancialInformationoftheGroupanditsassociateforthesix-monthperiodended30September2025,tobeincludedintheDraftRedHerringProspectuswhichis
tobefiledbytheHoldingCompanywithSecuritiesandExchangeBoardofIndia,NationalStockExchangeofIndiaLimitedandBSELimitedaspertherequirementsofSection26ofPartIofChapterIIIoftheAct,readwiththeSecuritiesand
ExchangeBoardofIndia(IssueofCapitalandDisclosureRequirement)Regulations,2018,asamendedfromtimetotimeinconnectionwiththeproposedInitialPublicOfferofequitysharesoftheHoldingCompany.Therefore,theseSpecialPurpose
ConsolidatedInterimFinancialStatementsmaynotbesuitableforanyotherpurpose.Ourreportisissuedsolelyfortheaforementionedpurpose,andaccordingly,shouldnotbeused,referredtoordistributedforanyotherpurposeortoanyotherparty
withoutourpriorwrittenconsent.Further,wedonotacceptorassumeanyliabilityoranydutyofcareforanyotherpurposeforwhichortoanyotherpersontowhomthisreportisshownorintowhosehandsitmaycomewithoutourpriorconsentin
writing.
Our opinion is not modified in respect of this matter.
522Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2025
Wedrawattentiontonote40(iii)oftheaccompanyingConsolidatedfinancialstatementsregardingademandofRs.1,094.17millionwithinterestthereonraisedbytheAdditionalDirectorGeneralForeignTrade('DGFT'),Ahmedabadrelatedto
TerminalExciseDuty('TED')refundsclaimed/receivedbytheCompanyduringtheyears2012-2016,againstwhichCompanyhadobtainedastayorderfromtheHon'bleGujaratHighCourt.Consequently,actionsweretakenbytheCentralBureauof
Investigation(CBI')implicatingtheCompany,itsdirectors,andformerDGFTofficialsunderallegationsrelatedtowrongfulTEDrefunds,forwhichchargesheethadbeenfiled.PursuanttotheactionstakenbytheCBI,theDirectorateofEnforcement
('ED')summonedthedirectorsandinitiatedaninvestigationintotheCompany.TheCompany'sfixeddepositsamountingtoRs.302.06millionasat31March2025havebeenprovisionallyattachedbytheEDduringtheperiodofongoinginvestigation
ascertainingittobetheproceedsofcrimeoftheCompanyinthesupplementarycomplaintsfiledinaccordancewithPreventionofMoney-LaunderingAct,2002('PMLA').TheaforesaidproceedingsarependingintheCBICourtinAhmedabadand
Appellate Tribunal under the PMLA as at reporting date.
Basedonavailableinformation,underlyingevidencesupportingtheserefunds,andsupplementedbyexternallegaladvice,themanagementisoftheviewthatthematterisnotlikelytohaveamaterialimpactontheCompanyandnoadjustmentis
required to the accompanying standalone financial statements in respect of this matter.
Our opinion is not modified in respect of the above matter.
b) Crystal Crop Protection Limited (Standalone)
Auditor's Report on special purpose standalone interim Financial Statements as at and for the six months period ended 30 September 2025
(i) WedrawattentiontoNote40(iii)oftheaccompanyingSpecialPurposeStandaloneInterimFinancialStatementsregardingademandofRs.1,094.17millionwithinterestthereonraisedbytheAdditionalDirectorGeneralForeignTrade(‘DGFT’),
AhmedabadrelatedtoTerminalExciseDuty(‘TED’)refundsclaimed/receivedbytheCompanyduringtheyears2012-2016,againstwhichCompanyhadobtainedastayorderfromtheHon’bleGujaratHighCourt.Consequently,actionsweretakenby
theCentralBureauofInvestigation(‘CBI’)implicatingtheCompany,itsdirectors,andformerDGFTofficialsunderallegationsrelatedtowrongfulTEDrefunds,forwhichchargesheethadbeenfiled.PursuanttotheactionstakenbytheCBI,the
DirectorateofEnforcement(‘ED’)summonedthedirectorsandinitiatedaninvestigationintotheCompany.TheCompany’sfixeddepositsamountingtoRs.302.06millionasat30September2025hadbeenprovisionallyattachedbytheEDduringthe
periodofongoinginvestigationascertainingittobetheproceedsofcrimeoftheCompanyinthesupplementarycomplaintsfiledinaccordancewithPreventionofMoney-LaunderingAct,2002(‘PMLA’).Theaforesaidproceedingsarependinginthe
CBI Court in Ahmedabad and Appellate Tribunal under the PMLA as at reporting date.
Basedonavailableinformation,underlyingevidencesupportingtheserefunds,andsupplementedbyexternallegaladvice,themanagementisoftheviewthatthematterisnotlikelytohaveamaterialimpactontheCompanyandnoadjustmentis
required to the accompanying Special Purpose Standalone Interim Financial Statements in respect of this matter.
Our opinion is not modified in respect of the above matter.
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2025
(ii) Wedrawattentiontonote40(iii)oftheaccompanyingconsolidatedfinancialstatementsregardingademandof₹1,094.17millionwithinterestthereonraisedbytheAdditionalDirectorGeneralForeignTrade(DGFT),AhmedabadrelatedtoTerminal
ExciseDuty(TED)refundsclaimed/receivedbytheHoldingCompanyduringtheyears2012–2016,againstwhichtheHoldingCompanyhadobtainedastayorderfromtheHon'bleGujaratHighCourt.Consequently,actionsweretakenbytheCentral
BureauofInvestigation(CBI)implicatingtheHoldingCompany,itsdirectors,andformerDGFTofficialsunderallegationsrelatedtowrongfulTEDrefunds,forwhichachargesheethadbeenfiled.PursuanttotheactionstakenbytheCBI,the
DirectorateofEnforcement(ED)summonedthedirectorsandinitiatedaninvestigationintotheHoldingCompany.TheHoldingCompany'sfixeddepositsamountingto₹302.06millionasat31March2025havebeenprovisionallyattachedbytheED
duringtheperiodofongoinginvestigation,ascertainingittobeproceedsofcrimeoftheCompanyinsupplementarycomplaintsfiledinaccordancewiththePreventionofMoney-LaunderingAct,2002(PMLA).Theaforesaidproceedingsarependingin
the CBI Court in Ahmedabad and the Appellate Tribunal under PMLA as at the reporting date.
Basedonavailableinformation,underlyingevidencesupportingtheserefunds,andsupplementedbyexternallegaladvice,managementisoftheviewthatthematterisnotlikelytohaveamaterialimpactontheHoldingCompanyandnoadjustmentis
required to the accompanying consolidated financial statements in respect of this matter.
B)EmphasisofMattersnotrequiringadjustmentstoRestatedConsolidatedFinancialInformationarereproducedbelowfromtheauditedspecialpurposefinancialstatementsofthesubsidiarycompaniesasatandforthesixmonths
period ended 30 September 2025 and as at and for the years ended 31 March 2025, 31 March 2024, 31 March 2023:
a) Saffire Crop Science Private Limited - Group
Audited special purpose consolidated interim financial statements as at and for the six months period ended 30 September 2025
WedrawattentiontoNote[1(T)]oftheSpecialPurposeConsolidatedInterimFinancialStatements,whichdescribesthatSaffireCropSciencePrivateLimitedandNexusCropSciencePrivateLimitedhavebeencombinedpursuanttotheOrderpassed
bytheHon’bleNationalCompanyLawTribunal(NCLT).AsstatedinthesaidNote,althoughtheNCLTorderwaspassedon17October,2025,theaccountingeffectofsuchcombinationhasbeengivenwitheffectfrom1April2022,andthe
combinationhasbeenaccountedforusingthePoolingofInterestMethodinaccordancewiththeapplicableIndianAccountingStandards.Thefinancialinformationoftheaboveentitieshasbeencombined onaline-by-linebasis,aftergivingeffectto
elimination of inter-company balances, intra-group profits, related party transactions, and harmonisation of accounting policies. Our opinion is not modified in respect of this matter.
Audited special purpose consolidated financial statements as at and for the years ended 31 March 2025, 31 March 2024, 31 March 2023
WedrawattentiontoNote[1(T)]oftheSpecialPurposeConsolidatedFinancialStatements,whichdescribesthatSaffireCropSciencePrivateLimitedandNexusCropSciencePrivateLimitedhavebeencombinedpursuanttotheOrderpassedbythe
Hon’bleNationalCompanyLawTribunal(NCLT).AsstatedinthesaidNote,althoughtheNCLTorderwaspassedon17October,2025,theaccountingeffectofsuchcombinationhasbeengivenwitheffectfrom1April2022,andthecombinationhas
beenaccountedforusingthePoolingofInterestMethodinaccordancewiththeapplicableIndianAccountingStandards.Thefinancialinformationoftheaboveentitieshasbeencombined onaline-by-linebasis,aftergivingeffecttoeliminationofinter-
company balances, intra-group profits, related party transactions, and harmonisation of accounting policies. Our opinion is not modified in respect of this matter.
b) Crystal Crop Techno Solutions Private Limited
Auditor's Report on special purpose standalone financial Statements as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023:
WedrawattentiontoNote1(a)oftheSpecialPurposeFinancialStatements,whichexplainsthattheaccompanyingSpecialPurposeFinancialStatementsfortheyearendedMarch31,2025,havebeenpreparedandauditedbyusafterourfirmobtained
aPeerReviewCertificate.ThestatutoryauditoftheCompanyforthesamefinancialyearhadbeencompletedearlier,priortoobtainingthePeerReviewCertificate.TheseSpecialPurposeFinancialStatementshavebeenauditedattherequestofthe
management for the specific purpose described in the noted disclosure. Our opinion is not modified in respect of this matter.
c) Modern Papers
Auditor's Report on special purpose standalone financial Statements as at and for the years ended 31 March 2025, 31 March 2024 and 31 March 2023:
WedrawattentiontoNote1(a)oftheSpecialPurposeFinancialStatements,whichexplainsthattheaccompanyingSpecialPurposeFinancialStatementsfortheyearendedMarch31,2025,havebeenpreparedandauditedbyusafterourfirmobtained
aPeerReviewCertificate.ThestatutoryauditoftheCompanyforthesamefinancialyearhadbeencompletedearlier,priortoobtainingthePeerReviewCertificate.TheseSpecialPurposeFinancialStatementshavebeenauditedattherequestofthe
management for the specific purpose described in the noted disclosure. Our opinion is not modified in respect of this matter.
C)OthermattersreportedintheAnnexuretotheAuditors’ReportsissuedunderCompanies(Auditor’sReport)Order,2020('CARO,2020'),onthefinancialstatementsoftheHoldingCompanyfortheyearsended31
March 2025, 31 March 2024 and 31 March 2023 which do not requiring adjustments to Restated Consolidated Financial Information are as follows:
523Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Crystal Crop Protection Limited (Standalone)
a) As at and for the year ended 31 March 2025:
Clause (i) (c) of CARO 2020 order:
ThetitledeedsofalltheimmovablepropertiesheldbytheCompany(otherthanpropertieswheretheCompanyisthelesseeandtheleaseagreementsaredulyexecutedinfavourofthelessee)disclosedinnote3tothestandalonefinancialstatementsare
held in the name of the Company, except for the following properties:
Description of Gross carrying value Whether promoter, director
Held in name of Period held Reason for not being held in name of company
property (Rs. in million) or their relative or employee
Land 1.98 Crystal Phosphates Limited No 02-Aug-11 These properties were acquired pursuant to a scheme of amalgamation and continued to be
Building 6.51 registered in the name of amalgamating company. However, the deed of merger has been registered
Land 9.44 Rohini Seeds Private Limited No 27-Oct-17 by the Company.
Building 21.89
Land 1.89 Rohini Bioseeds & Agritech
No 27-Oct-17
Building 6.94 Private Limited
Land 0.25 Redson Crop Care Private Limited No 27-Oct-17
This property was acquired by business combination from Bayer Bioscience Private Limited
Land 140.21 Hybrid Rice International Limited No 30-Nov-21
(“seller”), however, the property is registered in the name of the parent company of the seller. The
Company has registered business purchase agreement with Bayer Bioscience Private Limited and
Building 0.03 Hybrid Rice International Limited No 30-Nov-21 registration is in process.
FortitledeedsofimmovablepropertiesinthenatureoflandandbuildingwithgrosscarryingvaluesofRs.511.62millionandRs.869.19millionrespectivelyasat31March2025,whichhavebeenmortgagedassecurityforloansorborrowingstaken
by the Company, confirmations with respect to title of the Company have been directly obtained by us from the respective lenders.
Clause (iii) (c) of CARO 2020 order:
InrespectofloansgrantedbytheCompany,thescheduleofrepaymentofprincipalandpaymentofinteresthasbeenstipulatedandtherepayments/receiptsofprincipalandinterestareregular,exceptfortheoneloan,whichwasgrantedintheprevious
year, where the schedule of repayment of principal has not been stipulated and accordingly, we are unable to comments as to whether the repayments/receipts of principal are regular on such loan.
Clause (iii) (d) of CARO 2020 order:
Thereisnooverdueamountinrespectofloansgrantedtootherpartiesexceptwherethereisabsenceofstipulatedscheduleofrepaymentofprincipalinrespectofoneloangrantedtosubsidiarycompany,weareunabletocommentastowhetherthereis
any amount which is overdue for more than 90 days on such loan.
Clause (vii) (b) of CARO 2020 order:
According to the information and explanation given to us, we report that there are no statutory dues referred in sub-clause (a) which have not been disputed with the appropriate authorities on account of any dispute except the following:
AmountpaidunderprotestPeriod to which theForumwheredisputeis
Name of the statute Nature of dues Gross amount (Rs. in millions)
(Rs. In millions) amount relates pending
Income tax act 1961 Income Tax 7.94 - 2012-2013 and 2016-17 Commissioner (Appeals)
Central excise act ,Excise duty 2.92 - 2007-08 Adjudicating Authority
1994 375.57 112.43 2005-06 to 2014-15 Commissioner, Jammu
Central excise act ,Excise duty 5.07 - 2009-10 Customexciseandservice
1994 tax Appellate tribunal
Finance Act,1994 Service tax 0.49 - 2016-17 Superintendent of central
tax ,GST Hastinapur
West Bengal ValueValue added tax 3.16 - 2008-09 Deputy commissioner
Added Tax Act, 2003
CentralSalesTaxAct,Sales tax 0.05 - 2008-09 Deputy Commissioner
1956
Custom Act, 1962 Custom duty 20.99 - 2005-06,2009-10,2010-11,Commissioner of Custom
Goods and ServicesGoods and Service tax 26.66 1.12 2017-18 to 2019-20 Appellate Authority,
Tax Goods and Services tax
Goods and ServicesGoods and Service tax 91.43 - 2017-18 to 2020-21 Deputy Commissioner,
Tax Goods and Services Tax
Foreign TradeRefund of terminal excise 1,094.17 302.06 2014-15 and 2015-16 Hon’ble High Court,
(Development &duty Gujarat
Regulation) Act, 2002
Haryana Entry TaxEntry Tax 692.00 - 2012-13 to 2017-18 Hon’ble High Court,
Act, 2008 Punjab and Haryana
b) As at and for the year ended 31 March 2024:
Clause (i) (c) of CARO 2020 order:
The title deeds of all the immovable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 3 to the standalone financial statements are
held in the name of the Company, except for the following properties:
Description of Gross carrying value (Rs. Whether promoter, director
Held in name of Period held Reason for not being held in name of company
property in million) or their relative or employee
Land 1.98 Crystal Phosphates Limited No 02-Aug-11 These properties were acquired pursuant to a scheme of amalgamation and continued to be
Building 6.51 registered in the name of amalgamating company. However, the deed of merger has been registered
Land 9.44 Rohini Seeds Private Limited No 27-Oct-17 by the Company.
Building 21.89
Land 1.89 Rohini Bioseeds & Agritech No 27-Oct-17
Building 6.94 Private Limited
Land 0.25 Redson Crop Care Private Limited No 27-Oct-17
This property was acquired by business combination from Bayer Bioscience Private Limited
Land 140.21 Hybrid Rice International Limited No 30-Nov-21
(“seller”), however, the property is registered in the name of the parent company of the seller. The
Company has registered business purchase agreement with Bayer Bioscience Private Limited and
Building 0.03 Hybrid Rice International Limited No 30-Nov-21 registration is in process.
FortitledeedsofimmovablepropertiesinthenatureoflandandbuildingwithgrosscarryingvaluesofRs.518.31millionandRs.863.93millionrespectivelyasat31March2024,whichhavebeenmortgagedassecurityforloansorborrowingstaken
by the Company, confirmations with respect to title of the Company have been directly obtained by us from the respective lenders.
Clause (iii) (c) of CARO 2020 order:
InrespectofloansgrantedbytheCompany,thescheduleofrepaymentofprincipalandthepaymentoftheinteresthasnotbeenstipulatedandaccordingly,weareunabletocommentastowhethertherepayments/receiptsofprincipalandinterestare
regular.
524Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Clause (iii) (d) of CARO 2020 order:
Intheabsenceofstipulatedscheduleofrepaymentandpaymentofinterestinrespectofloans,weareunabletocommentastowhetherthereisanyamountwhichisoverdueformorethan90days.ReasonablestepshavenotbeentakenbytheCompany
for recovery of such principal amount and interest.
Clause (vii) (a) of CARO 2020 order:
Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees'stateinsurance,income-tax,sales-tax,servicetax,dutyofcustoms,dutyofexcise,
valueaddedtax,cessandothermaterialstatutorydues,asapplicable,havegenerallybeenregularlydepositedwiththeappropriateauthoritiesbytheCompany,thoughtherehavebeenslightdelaysinafewcases.Further,noundisputedamountspayable
in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
Clause (vii) (b) of CARO 2020 order:
According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:
AmountPaidUnderProtestPeriod to Which theForumWhereDisputeis
Name of the Statute Nature of Dues Gross Amount (₹ in million)
(₹ in million) Amount Relates Pending
Income-tax Act, 1961 Income tax 13.75 - 2012–13 and 2016–17 Commissioner (Appeals)
Central Excise Act,Excise duty Adjudicating Authority
1944 3.98 - 2007–08 to 2010–11
Central Excise Act,Excise duty Commissioner Jammu
1944 215.35 112.43 2005–06 to 2014–15
Central ExciseExcise duty Custom Excise and
Act,1994 3.62 2009-10 to 2012-13 Service Tax Appellate
Tribunal
Finance Act, 1994 Service tax Superintendent of Central
0.49 - 2016–17 tax, GST Hastinapur
West Bengal ValueValue added tax Deputy Commissioner
Added Tax Act, 2003 3.16 - 2008–09
CentralSalesTaxAct,Sales tax Deputy Commissioner
1956 0.05 - 2008–09
Custom Act, 1962 Custom duty 2005-06, 2009- Commissioner of Customs
20.99 - 10, 2010-11,
and 2019-20
Goods and Service TaxGoods and service tax Appellate Authority,
29.17 0.39 2017–18 to 2019-20 Goods & Services Tax
Goods and Service TaxGoods and service tax 142.98 - 2017-18 to Commissioner level
2019-20
Foreign TradeRefund of terminal excise Gujarat, High Court
(Development &duty
1,094.17 - 2014–15 and 2015–16
Regulation) Act, 1992
c) As at and for the year ended 31 March 2023
Clause (i) (c) of CARO 2020 order:
ThetitledeedsofalltheimmovablepropertiesheldbytheCompany(otherthanpropertieswheretheCompanyisthelesseeandtheleaseagreementsaredulyexecutedinfavourofthelessee)disclosedinnote3tothestandalonefinancialstatementsare
held in the name of the Company, except for the following properties:
Description of Gross carrying value (Rs. Whether promoter, director
Held in name of Period held Reason for not being held in name of company
property in million) or their relative or employee
Land 1.98 Crystal Phosphates Limited No 02-Aug-11 These properties were acquired pursuant to a scheme of amalgamation and continued to be
Building 6.51 registered in the name of amalgamating company. However, the deed of merger has been registered
Land 9.44 Rohini Seeds Private Limited No 27-Oct-17 by the Company.
Building 21.89
Land 1.89 Rohini Bioseeds & Agritech No 27-Oct-17
Building 6.94 Private Limited
Land 0.25 Redson Crop Care Private Limited No 27-Oct-17
This property was acquired by business combination from Bayer Bioscience Private Limited
Land 475.98 Hybrid Rice International Limited No 30-Nov-21
(“seller”), however, the property is registered in the name of the parent company of the seller. The
Company has registered business purchase agreement with Bayer Bioscience Private Limited and
Building 0.03 Hybrid Rice International Limited No 30-Nov-21
registration is in process.
Clause (ii) (b) of CARO 2020 order:
Asdisclosedinnote59(h)tothestandalonefinancialstatements,theCompanyhasbeensanctionedaworkingcapitallimitinexcessofRs.50.00millionbybanksbasedonthesecurityofcurrentassets.Thequarterlystatements,inrespectofthe
working capital limits have been filed by the Company with such banks and such statements are in agreement with the books of account of the Company for the respective periods which were subject to review, except for the following:
Name of the Bank /Working Capital LimitNatureofCurrentAssetsOfferedQuarter ended InformationdisclosedasperInformationasperBooksDifference (Rs. in
Financial Institution Sanctioned (Rs. in million) as Security Return (Rs. in million) of Accounts (Rs. in million)million)
Axis Bank Limited (64.21)
7,230.00 Entire current assets 30-Sep-23 20,045.20 20,109.41
CITI Bank
DBS Bank India Limited (59.80)
HDFC Bank Limited
HSBC Limited 7,230.00 Entire current assets 31-Mar-23 15,677.60 15,737.40
State Bank of India
YES Bank Limited
Clause (iii) (c) of CARO 2020 order:
InrespectofloansandadvancesinthenatureofloansgrantedbytheCompany,thescheduleofrepaymentofprincipalandthepaymentoftheinteresthasnotbeenstipulatedandaccordingly,weareunabletocommentastowhethertherepayments/
receipts of principal interest are regular.
Clause (iii) (d) of CARO 2020 order:
In the absence of stipulated schedule of repayment of principal and payment of interest in respect of loans or advances in the nature of loans, we are unable to comment as to whether there is any amount which is overdue for more than 90 days.
Reasonable steps have been taken by the Company for recovery of such principal amounts and interest.
525Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Clause (iii) (e) of CARO 2020 order:
The Company has granted loan which had fallen due during the year and such loan was extended during the year. The details of the same has been given below:
Name of the party Total loan amount granted Aggregate amount of overdues of Nature of extension (i.e. Percentage of the aggregate
during the year (Rs. In existing loans renewed or extended renewed/ extended / fresh loan to the total loans or advances
millions) or settled by fresh loans (Rs. in provided) in the nature of loans
millions) granted during the year
Crystal Crop Techno
Solutions Private Limited 1.25 5.62 Extended 449%
Clause (vii) (a) of CARO 2020 order:
Inouropinion,andaccordingtotheinformationandexplanationsgiventous,undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees'stateinsurance,income-tax,sales-tax,servicetax,dutyofcustoms,dutyofexcise,
valueaddedtax,cessandothermaterialstatutorydues,asapplicable,havegenerallybeenregularlydepositedwiththeappropriateauthoritiesbytheCompany,thoughtherehavebeenslightdelaysinafewcases.Further,noundisputedamountspayable
in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.
Clause (vii) (b) of CARO 2020 order:
According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:
Name of the statute Nature of dues Gross Amount (Rs. in millions) Amount paid under Protest Period to which the amount Forum where dispute is
(Rs. in millions) relates pending
Income-tax Act, 1961 Income tax 1 3.75 - 2012-13 and 2016-17 Commissioner (Appeals)
Central Act, 1994 Excise duty 3 .98 - 2007-08 to 2010-11 Adjudicating Authority
Central Act, 1994 Excise duty 2 87.41 - 2005-06 to 2014-15 Commissioner, Jammu
Central Act, 1994 Excise duty 3 8.89 - 2009-10 to 2012-13 CustomExciseandService
Tax Appellate Tribunal
Finance Act, 1994 Service tax 0 .49 - 2015-16 and 2016-17 Superintendent of Central
tax, GST Hastinapur
BiharValueAddedTaxValue added tax 2 .27 2 .50 2010-11 and 2011-12 Assessing Officer
Act, 2005
West Bengal ValueValue added tax 3 .16 - 2007-08 and 2008-09 Deputy commissioner
Added Tax Act, 2003
Central Sales Tax Act,Sales tax 0 .05 - 2007-08 and 2008-09 Deputy Commissioner
1956
Custom Act, 1962 Custom duty 9 3.46 7 .17 2005-06, 2009-10, 2010-11,Commissioner of custom
2017-18,2018-19and2019-
CGST, SGST & IGSTGST 2 .55 - 220017-18 to 2019-20 Deputy Commissioner
Act
Foreign TradeRefund of terminal excise duty 1 ,094.17 - 2014-15 and 2015-16 Hon’ble High Court, Gujarat
(Development &
Regulation) Act, 2002
D)OthermatternotrequiringadjustmentstoRestatedConsolidatedFinancialInformationarereproducedbelowinrespectoftheHoldingCompanyinauditedspecialpurposeconsolidatedInterimfinancialstatements
andauditedspecialpurposestandaloneinterimfinancialstatementsasatandforthesixmonthsperiodended30September2025andauditedconsolidatedandstandalonefinancialstatementsasatandfortheyears
ended 31 March 2025, 31 March 2024 and 31 March 2023.
a) Crystal Crop Protection Limited (Consolidated)
Auditor's Report on special purpose consolidated interim financial statements as at and for the six months period ended 30 September 2025
(i) WedidnotaudittheSpecialPurposeInterimFinancialStatementsof22subsidiaries,whosefinancialstatementsreflectstotalassetsofRs.677.50millionasat30September2025,totalrevenuesofRs.5994.60millionandnetcashoutflowsamounting
toRs.63.42millionforthesix-monthperiodended30September2025,asconsideredintheSpecialPurposeConsolidatedInterimFinancialStatements.TheseSpecialPurposeInterimFinancialStatementshavebeenauditedbyotherauditorswhose
reportshavebeenfurnishedtousbythemanagementandouropinionontheSpecialPurposeConsolidatedInterimFinancialStatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofthesesubsidiaries,arebasedsolelyon
the reports of the other auditors.
Further,ofthesesubsidiaries,twosubsidiariesarelocatedoutsideIndiawhosefinancialstatementsandotherfinancialinformationhavebeenpreparedinaccordancewithaccountingprinciplesgenerallyacceptedintheirrespectivecountriesandwhich
havebeenauditedbyotherauditorsundergenerallyacceptedauditingstandardsapplicableintheirrespectivecountries.TheHoldingCompany’smanagementhasconvertedthefinancialstatementsofsuchsubsidiarieslocatedoutsideIndiafrom
accountingprinciplesgenerallyacceptedintheirrespectivecountriestoaccountingprinciplesgenerallyacceptedinIndia.WehaveauditedtheseconversionadjustmentsmadebytheHoldingCompany’smanagement.OuropinionontheSpecialPurpose
ConsolidatedInterimFinancialStatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofsuchsubsidiarieslocatedoutsideIndia,isbasedonthereportofotherauditorsandtheconversionadjustmentspreparedbythe
management of the Holding Company and audited by us.
Our opinion above on the Special Purpose Consolidated Interim Financial Statements is not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the other auditors.
(ii) TheSpecialPurposeConsolidatedInterimFinancialStatementsalsoincludetheGroup’sshareofnetloss(includingOtherComprehensiveLoss)ofRs.0.58millionforthesix-monthperiodended30September2025inrespectofanassociate,whose
financialinformationhasnotbeenauditedbyus.ThisfinancialinformationisunauditedandhasbeenfurnishedtousbythemanagementandouropinionontheSpecialPurposeConsolidatedInterimFinancialStatements,insofarasitrelatestothe
amountsanddisclosuresincludedinrespectoftheaforesaidassociate,isbasedsolelyonsuchunauditedfinancialinformation.Inouropinionandaccordingtotheinformationandexplanationsgiventousbythemanagement,thisfinancialinformation
is not material to the Group.
Our opinion above on the Special Purpose Consolidated Interim Financial Statements is not modified in respect of the above matter with respect to our reliance on the financial information certified by the management.
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2025
(i) Wedidnotauditthefinancialstatementsof22subsidiariesandotherentities,whosefinancialstatementsreflectstotalassetsofRs.5,346,93millionasat31March2025,totalrevenuesofRs.7,317.27millionandnetcashoutflowsamountingtoRs.
72.84millionfortheyearendedonthatdate,asconsideredintheconsolidatedfinancialstatements.Thesefinancialstatementshavebeenauditedbyotherauditorswhosereportshavebeenfurnishedtousbythemanagementandouropiniononthe
consolidatedfinancialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofthesesubsidiaries,andourreportintermsofsub-section(3)ofsection143oftheActinsofarasitrelatestotheaforesaidsubsidiaries,are
based solely on the reports of the other auditors.
Further,ofthesesubsidiaries,twosubsidiariesarelocatedoutsideIndiawhosefinancialstatementsandotherfinancialinformationhavebeenpreparedinaccordancewithaccountingprinciplesgenerallyacceptedintheirrespectivecountriesandwhich
havebeenauditedbyotherauditorsundergenerallyacceptedauditingstandardsapplicableintheirrespectivecountries.TheHoldingCompany'smanagementhasconvertedthefinancialstatementsofsuchsubsidiarieslocatedoutsideIndiafrom
accountingprinciplesgenerallyacceptedintheirrespectivecountriestoaccountingprinciplesgenerallyacceptedinIndia.WehaveauditedtheseconversionadjustmentsmadebytheHoldingCompany'smanagement.Ouropinionontheconsolidated
financialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofsuchsubsidiarieslocatedoutsideIndia,isbasedonthereportofotherauditorsandtheconversionadjustmentspreparedbythemanagementoftheHolding
Company and audited by us.
Ouropinionaboveontheconsolidatedfinancialstatements,andourreportonotherlegalandregulatoryrequirementsbelow,arenotmodifiedinrespectoftheabovematterswithrespecttoourrelianceontheworkdonebyandthereportsoftheother
auditors.
526Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
(ii) TheconsolidatedfinancialstatementsalsoincludetheGroup'sshareofnetloss(includingothercomprehensiveloss)ofRs.1.98millionfortheyearended31March2025inrespectofanassociate,whosefinancialinformationhasnotbeenauditedby
us.Thisfinancialinformationisunauditedandhasbeenfurnishedtousbythemanagementandouropinionontheconsolidatedfinancialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectoftheaforesaidassociate,is
based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the management, this financial information is not material to the Group.
Ouropinionaboveontheconsolidatedfinancialstatements,andourreportonotherlegalandregulatoryrequirementsbelow,arenotmodifiedinrespectoftheabovematterwithrespecttoourrelianceonthefinancialInformationcertifiedbythe
management.
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2024
(i) We did not audit the financial statements of 23 subsidiaries, whose financial statements reflects total assets of Rs. 3,016.33 million and net assets of Rs. 1,047.34 million as at 31 March 2024, total revenues of Rs. 5,286.55 million and net cash outflows
amountingtoRs.6.14millionfortheyearendedonthatdate,asconsideredintheconsolidatedfinancialstatements.Thesefinancialstatementshavebeenauditedbyotherauditorswhosereportshavebeenfurnishedtousbythemanagementandour
opinionontheconsolidatedfinancialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofthesesubsidiaries,andourreportintermsofsub-section(3)ofsection143oftheActinsofarasitrelatestotheaforesaid
subsidiaries, are based solely on the reports of the other auditors.
Further,ofthesesubsidiaries,twosubsidiariesarelocatedoutsideIndiawhosefinancialstatementsandotherfinancialinformationhavebeenpreparedinaccordancewithaccountingprinciplesgenerallyacceptedintheirrespectivecountriesandwhich
havebeenauditedbyotherauditorsundergenerallyacceptedauditingstandardsapplicableintheirrespectivecountries.TheHoldingCompany'smanagementhasconvertedthefinancialstatementsofsuchsubsidiarieslocatedoutsideIndiafrom
accountingprinciplesgenerallyacceptedintheirrespectivecountriestoaccountingprinciplesgenerallyacceptedinIndia.WehaveauditedtheseconversionadjustmentsmadebytheHoldingCompany'smanagement.Ouropinionontheconsolidated
financialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofsuchsubsidiarieslocatedoutsideIndia,isbasedonthereportofotherauditorsandtheconversionadjustmentspreparedbythemanagementoftheHolding
Company and audited by us.
Ouropinionaboveontheconsolidatedfinancialstatements,andourreportonotherlegalandregulatoryrequirementsbelow,arenotmodifiedinrespectoftheabovematterswithrespecttoourrelianceontheworkdonebyandthereportsoftheother
auditors.
(ii) AviralCropSciencePrivateLimitedhaspreparedaseparatesetofspecialpurposestandalonefinancialstatements(asdisclosedinnote50)ofitsDemergedUndertakingfortheyearended31March2022andfortheyearended31March2023in
accordancewiththeaccountingprinciplesgenerallyacceptedinIndia,includingIndASspecifiedundersection133oftheAct,readwithCompanies(IndianAccountingStandards)Rules,2015,onwhichanotherfirmofcharteredaccountantshasissued
unmodifiedopinionsvidetheirauditor’sreportsdated14February2024.Suchauditreportshavebeenfurnishedtousbythemanagementandhavebeenrelieduponbyusforthepurposeofauditoftheaccompanyingauditedstandalonefinancial
statements.
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2023
(i) Wedidnotauditthefinancialstatementsof23subsidiaries,whosefinancialstatementsreflectstotalassetsofRs.4,521.78millionandnetassetsofRs.1,882.17millionasat31March2023,totalrevenuesofRs.8,370.17millionandnetcashinflows
amountingtoRs.10.02millionfortheyearendedonthatdate,asconsideredintheconsolidatedfinancialstatements.Thesefinancialstatementshavebeenauditedbyotherauditorswhosereportshavebeenfurnishedtousbythemanagementandour
opinionontheconsolidatedfinancialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofthesesubsidiaries,andourreportintermsofsub-section(3)ofsection143oftheActinsofarasitrelatestotheaforesaid
subsidiaries are based solely on the reports of the other auditors.
Further,ofthesesubsidiaries,2subsidiaries,arelocatedoutsideIndiawhosefinancialstatementsandotherfinancialinformationhavebeenpreparedinaccordancewithaccountingprinciplesgenerallyacceptedintheirrespectivecountriesandwhich
havebeenauditedbyotherauditorsundergenerallyacceptedauditingstandardsapplicableintheirrespectivecountries.TheHoldingCompany’smanagementhasconvertedthefinancialstatementsofsuchsubsidiarieslocatedoutsideIndiafrom
accountingprinciplesgenerallyacceptedintheirrespectivecountriestoaccountingprinciplesgenerallyacceptedinIndia.WehaveauditedtheseconversionadjustmentsmadebytheHoldingCompany’smanagement.Ouropinionontheconsolidated
financialstatements,insofarasitrelatestotheamountsanddisclosuresincludedinrespectofsuchsubsidiarieslocatedoutsideIndia,isbasedonthereportofotherauditorsandtheconversionadjustmentspreparedbythemanagementoftheHolding
Company and audited by us.
Ouropinionaboveontheconsolidatedfinancialstatements,andourreportonotherlegalandregulatoryrequirementsbelow,arenotmodifiedinrespectoftheabovematterswithrespecttoourrelianceontheworkdonebyandthereportsoftheother
auditors.
b) Crystal Crop Protection Limited (Standalone)
Auditor's Report on special purpose standalone interim financial statements as at and for the six months period ended 30 September 2025
NIL
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2025
NIL
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2024
AviralCropSciencePrivateLimitedhaspreparedaseparatesetofspecialpurposestandalonefinancialstatementsofitsdemergedundertakingfortheyearended31March2022andfortheyearended31March2023inaccordancewiththeaccounting
principlesgenerallyacceptedinIndia,includingIndASspecifiedundersection133oftheAct,readwithCompanies(IndianAccountingStandards)Rules,2015,onwhichanotherfirmofcharteredaccountantshasissuedunmodifiedopinionsvidetheir
auditor’s reports dated 14 February 2024. Such audit reports have been furnished to us by the management and have been relied upon by us for the purpose of audit of the accompanying audited standalone financial statements.
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2023
NIL
E)OthermattersnotrequiringadjustmentstoRestatedConsolidatedFinancialInformationarereproducedfromtheInternalfinancialcontrolswithreferencetofinancialstatementsunderclause(i)ofsub-section3
of Section 143 of Companies Act, 2013 in respect of the Holding Company in its Consolidated Financial Statements as at and for the year ended 31 March 2025, 31 March 2024 and 31 March 2023:
Crystal Crop Protection Limited (Consolidated)
Auditor's Report on special purpose consolidated interim financial statements as at and for the six months period ended 30 September 2025
Not applicable
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2025
Wedidnotaudittheinternalfinancialcontrolswithreferencetofinancialstatementsinsofarasitrelatestofoursubsidiarycompanies,whicharecompaniescoveredundertheAct,whosefinancialstatementsreflectstotalassetsofRs.4,131.34million
andnetassetsofRs.1,857.26millionasat31March2025,totalrevenuesofRs.5,441.10millionandnetcashinflowsamountingtoRs.20.45millionfortheyearendedonthatdate,asconsideredintheconsolidatedfinancialstatements,Theinternal
financialcontrolswithreferencetofinancialstatementsinsofarasitrelatestosuchsubsidiarycompanieshavebeenauditedbyotherauditorswhosereportshavebeenfurnishedtousbythemanagementandourreportontheadequacyandoperating
effectivenessoftheinternalfinancialcontrolswithreferencetofinancialstatementsfortheHoldingCompanyanditssubsidiarycompanies,asaforesaid,underSection143(3)(i)oftheActinsofarasitrelatestosuchsubsidiarycompaniesisbased
solely on the reports of the auditors of such companies. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2024
Wedidnotaudittheinternalfinancialcontrolswithreferencetofinancialstatementsinsofarasitrelatestothreesubsidiarycompanies,whicharecompaniescoveredundertheAct,whosefinancialstatementsreflectstotalassetsofRs.1,725.35million
and net assets of Rs. 704.01 million as at 31 March 2024, total revenues of Rs. 3,125.66 million and net cash outflows amounting to Rs. 5.17 million for the year ended on that date, as considered in the consolidated financial statements.
Theinternalfinancialcontrolswithreferencetofinancialstatementsinsofarasitrelatestosuchsubsidiarycompanieshavebeenauditedbyotherauditorswhosereportshavebeenfurnishedtousbythemanagementandourreportontheadequacyand
operatingeffectivenessoftheinternalfinancialcontrolswithreferencetofinancialstatementsfortheHoldingCompanyanditssubsidiarycompanies,asaforesaid,underSection143(3)(i)oftheActinsofarasitrelatestosuchsubsidiarycompaniesis
based solely on the reports of the auditors of such companies. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.
527Crystal Crop Protection Limited
CIN - U72100GJ1994PLC097033
Notes to Restated Consolidated Financial Information
(All amounts are in Rs. million, unless otherwise stated)
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2023
Wedidnotaudittheinternalfinancialcontrolswithreferencetofinancialstatementsinsofarasitrelatesto3subsidiarycompanies,whicharecompaniescoveredundertheAct,whosefinancialstatementsreflecttotalassetsofRs.1,886.39millionand
net assets of Rs. 860.47 million as at 31 March 2023, total revenues of Rs. 4,251.94 million and net cash inflows amounting to Rs. 17 million for the year ended on that date, as considered in the consolidated financial statements.
Theinternalfinancialcontrolswithreferencetofinancialstatementsinsofarasitrelatestosuchsubsidiarycompanies,havebeenauditedbyotherauditorswhosereportshavebeenfurnishedtousbythemanagementandourreportontheadequacyand
operatingeffectivenessoftheinternalfinancialcontrolswithreferencetofinancialstatementsfortheHoldingCompanyanditssubsidiarycompanies,asaforesaid,underSection143(3)(i)oftheActinsofarasitrelatestosuchsubsidiarycompaniesis
based solely on the reports of the auditors of such companies. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.
F) Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)
a) Crystal Crop Protection Limited (Consolidated)
Auditor's Report on special purpose consolidated interim financial statements as at and for the six months period ended 30 September 2025
Not applicable
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2025
Basedonexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiaries(IncorporatedinIndia),theHoldingCompanyanditssubsidiaries,inrespectoffinancialyearcommencingon1April2024,haveusedan
accountingsoftwareformaintainingtheirbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasbeenoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftwareexceptthat,audittrail
featurewasnotenabledatdatabaselevelforaccountingsoftwaretologanydirectchangesasdisclosedinnote60toconsolidatedfinancialstatements.Further,duringthecourseofourauditweandauditorsofthesaidsubsidiariesincorporatedinIndia,
didnotcomeacrossanyinstanceofaudittrailfeaturebeingtamperedwithinrespectoftheaccountingsoftwarewheresuchfeatureisenabled.Furthermore,exceptforinstancementionedabovetheaudittrailhasbeenpreservedbytheHolding
Company and its subsidiaries incorporated in India as per the statutory requirements for record retention.
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2024
Basedonexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiaries(IncorporatedinIndia),theHoldingCompanyanditssubsidiaries,inrespectoffinancialyearcommencingon1April2023,haveusedan
accountingsoftwareformaintainingtheirbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasbeenoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftwareexceptthat,audittrail
featurewasnotenabledatdatabaselevelforaccountingsoftwaretologanydirectchangesasdisclosedinnote59toconsolidatedfinancialstatements.Further,duringthecourseofourauditweandauditorsofthesaidsubsidiariesincorporatedinIndia,
did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.
Auditor's Report on Consolidated Financial Statements as at and for the year ended 31 March 2023
Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the period ended 31 March 2023
b) Crystal Crop Protection Limited (Standalone)
Auditor's Report on special purpose standalone interim financial statements as at and for the six months period ended 30 September 2025
Not applicable
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2025
Basedonourexaminationwhichincludedtestchecks,theCompany,inrespectoffinancialyearcommencingon1April2024,hasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)
facilityandthesamehasbeenoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftwareexceptthat,audittrailfeaturewasnotenabledatdatabaselevelforaccountingsoftwaretologanydirectchanges,asdisclosedinnote62to
thestandalonefinancialstatements.Further,duringthecourseofourauditwedidnotcomeacrossanyinstanceofaudittrailfeaturebeingtamperedwithinrespectoftheaccountingsoftwarewheresuchfeatureisenabled.Furthermore,exceptfor
instance mentioned above the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2024
Basedonourexaminationwhichincludedtestchecks,theCompany,inrespectoffinancialyearcommencingon1April2023,hasusedanaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)
facilityandthesamehasbeenoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftwareexceptthat,audittrailfeaturewasnotenabledatdatabaselevelforaccountingsoftwaretologanydirectchanges,asdisclosedinnote59to
the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.
Auditor's Report on Standalone Financial Statements as at and for the year ended 31 March 2023
Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the period ended 31 March 2023
Part E: Material regrouping/reclassifications
Appropriateregrouping/reclassificationhavebeenmadeintheRestatedConsolidatedStatementofAssetsandLiabilities,RestatedConsolidatedStatementofProfitandLossandRestatedConsolidatedStatementofCashFlows,whereverrequired,by
reclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilitiesandcashflows,inordertobringtheminlinewiththeaccountingpolicies/classification/disclosurestoconformaspertheAuditedConsolidatedFinancialStatements
fortheperiodended30September2025preparedinaccordancewithScheduleIII(DivisionII)oftheAct,asamended,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndASprinciplesandtherequirementsofthe
Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
(i)ReclassificationofconsumptionofpackingmaterialamountingtoRs.1,006.07million,Rs.823.37millionandRs.733.79million,fortheyearended31March2025,31March2024and31March2023respectively,earliershownunderother
Expenses, have been reclassified to cost of material consumed.
(ii)Inadditiontoabove,certainotherimmaterialreclassificationsinpreviousyearsunderexceptionalitems,otherincomeandotherregroupingwithinthesamedisclosuresofrevenuefromoperations,inventoriesetc.havebeenmadetoconformtothe
classification/disclosuresforthesixmonthsended30September2025havebeenmade.Allthesereclassifications/regroupingdonothaveanyimpactontheprofit,hencethereisnochangeinthebasicanddilutedearningspershareoftherespective
years for the above said matters. Further, these reclassifications do not have any impact on the restated equity as well as at the beginning of 31 March 2025 and 31 March 2024 and 31 March 2023.
The accompanying notes form an integral part of the Restated Consolidated Financial Information.
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Crystal Crop Protection Limited
Firm's Registration No.: 001076N/N500013
Nitin Toshniwal Ankur Aggarwal Anil Jain Nitin Agarwal Vikram Singh
Partner Chairman and Managing Director Executive Director Chief Financial Officer Company Secretary
Membership No.: 507568 DIN: 00074325 DIN: 02649494 Membership No.: F11620
Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi Place : New Delhi
Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025 Date: 12 December 2025
528OTHER FINANCIAL INFORMATION
The accounting ratios required under Paragraph 11 of Part A of Schedule VI of the SEBI ICDR Regulations are
set forth below:
Particulars As at and for the As at and for the As at and for the As at and for the
six months ended Financial Year Financial Year Financial Year
September 30, ended March 31, ended March 31, ended March 31,
20 25 2025 2024 2023
Earnings per Equity Share
Basic earnings per 12.02 9.37 7.02 6.09
Equity Share (in ₹)#^(1)
Diluted earnings per 12.02 9.37 7.02 6.09
Equity Share (in ₹)#^(2)
Return on Net Worth 8.76 7.46 5.99 5.48
(RoNW) (in %)#(3)
Net Asset Value per 137.21 125.53 116.77 111.04
Equity Share/NAV (in
₹)(4)
EBITDA (in ₹ million) 3,332.24 3,152.76 2,090.61 2,318.60
(5)
Notes:
(1) Basic earnings per Equity Share (₹) = Profit for the period/year attributable to equity shareholders of our Company divided by weighted
average number of equity shares outstanding during the period/year (excluding treasury Shares).
(2) Diluted earnings per Equity Share (₹) = Profit for the period/year attributable to equity shareholders of our Company divided by weighted
average number of equity shares outstanding during the period/year adjusted for the effects of all dilutive potential equity shares, if any
(excluding treasury shares). The compulsory convertible debenture issued in the beginning of October 2022 has been considered as
potential equity shares and accordingly, considered for calculation of diluted equity per share. Potential shares are anti diluted in nature
for the six month period ended September 30, 2025 and Financial Year ended March 31, 2025, March 31, 2024 and March 31, 2023,
therefore diluted earnings per equity share is same as basic earnings per equity share.
(3) RoNW (%) = Profit for the period/year attributable to the owners of our Company for the period/year ended / Restated Net Worth as at
the period/year end.
(4) Net asset value per Equity Share = Net Worth as stated above / Number of equity shares outstanding (excluding treasury shares) as at
the end of the period/year.
(5) EBITDA is calculated as profit before share of loss of associate and tax plus depreciation and amortisation expense, finance costs and
impairment of non-financial assets, as reduced by other income as per the Restated Consolidated Financial Information.
# Basic and Diluted earnings per Equity Shares and Return on Net Worth figures for the six months period ended September 30, 2025 is
not annualised.
^ Earning per Equity Share has been calculated in accordance with the Indian Accounting Standard 33 – Earnings per share notified under
the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company and
its Material Subsidiaries as identified in accordance with the SEBI ICDR Regulations, i.e., Saffire Crop Science
Private Limited and Modern Papers for the Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023 together with all the annexures, schedules and notes thereto (“Audited Standalone Financial
Statements”) are available on our website at https://www.crystalcropprotection.com/.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Standalone Financial Statements and reports thereon do not constitute, (i) a part
of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular,
an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document or
recommendation or solicitation to purchase or sell any securities under the Companies Act, 2013, the SEBI ICDR
Regulations, or any other applicable law in India or elsewhere in the world. The Audited Standalone Financial
Statements and reports thereon should not be considered as part of information that any investor should consider
to subscribe for or purchase any securities of our Company or any entity in which it or its shareholders may have
significant influence and should not be relied upon or used as a basis for any investment decision.
Related party transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e.,
Ind AS 24, during the six months period ended September 30, 2025 and Financial Years 2025, 2024 and 2023,
and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial
Information – Note 42 – Information on related party transactions pursuant to Ind AS 24 – Related Party
Disclosures” on page 484.
529Non-generally accepted accounting principles financial measures
Certain Non-GAAP financial measures, and certain other statistical information relating to our operations and
financial performance, such as EBITDA, EBITDA Margin (%), Adjusted EBITDA, Adjusted EBITDA Margin
(%), PAT Margin (%), Gross Margin, Gross Margin (%), Net Debt to Equity, , Net Worth, Return on Net Worth
(%), Net Asset Value per Equity Share, Return on Equity (%), Return on Capital Employed (%), Adjusted Return
on Capital Employed (%), Net Working Capital Days and other industry measures (“Non-GAAP Measures”)
presented in this Draft Red Herring Prospectus are a supplemental measure of our performance and liquidity that
are not required by, or presented in accordance with Ind AS, IFRS or U.S. GAAP. Further, these Non-GAAP
Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be
considered in isolation or construed as an alternative to cash flows, profit/(loss) for the year 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. In addition, the Non-
GAAP Measures as used by the Company and their definition as set out herein, 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
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 they are widely used measures to evaluate a company’s operating performance. See, “Risk
Factors – We track certain operational metrics and non-GAAP measures for our operations. Certain operational
metrics are subject to inherent challenges in measurement in such metrics may adversely affect our business
and reputation” on page.
Reconciliation of Non-GAAP Measures
Reconciliation for the following Non-GAAP Measures included in this Draft Red Herring Prospectus, are as set
out below:
Reconciliation of Gross Margin for the year and Gross Margin (%)
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for the As at and for the As at and for the
the six months Financial Year Financial Year Financial Year
ended ended March 31, ended March 31, ended March 31,
September 30, 2025 2024 2023
2025
Revenue from Operations (A) 19,780.45 26,905.10 22,299.27 25,132.98
Cost of material Consumed (B) 13,266.41 17,058.09 14,229.06 16,839.62
Purchase of stock in trade (C) 1,006.67 1,487.27 1,217.77 1,933.95
Changes in inventories (D) (1,866.67) (865.97) (81.96) (564.66)
Gross Margin (E = A-B-C-D) 7,374.04 9,225.71 6,934.40 6,924.07
Gross Margin (%) (F = E/A*100) 37.28 34.29 31.10 27.55
Reconciliation of EBITDA and EBITDA Margin (%) for the period/year
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for
the six the Financial the Financial the Financial
months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2025 2025 2024 2023
Revenue from Operations (A) 19,780.45 26,905.10 22,299.27 25,132.98
Profit before share of loss of associate and tax (B) 2,071.76 1,676.04 1,062.16 1,058.68
Add: Finance Costs (C) 474.76 617.94 490.39 532.78
Less: Other Income (D) 178.15 414.26 417.86 195.88
Earnings before interest and tax (E = B+C+D) 2,368.37 1,879.72 1,134.69 1,395.58
Add: Amortisation and Depreciation (F) 963.87 1,271.31 955.92 923.02
Add: Impairment of non-financial assets (G) - 1.73 - -
EBITDA (H = E+F+G) 3,332.24 3,152.76 2,090.61 2,318.60
Add: Fair value (Gain)/Loss (I) 217.99 73.52 - 8.20
Adjusted EBITDA (J = H+I) 3,550.23 3,226.28 2,090.61 2,326.80
EBITDA Margin (%) (K = H/A*100) 16.85 11.72 9.38 9.23
Adjusted EBITDA Margin (%) (L = J/A*100) 17.95 11.99 9.38 9.26
530Reconciliation of profit margin (%) for the period/year
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for
the six the Financial the Financial the Financial
months Year ended Year ended Year ended
ended March 31, March 31, March 31,
September 2025 2024 2023
30, 2025
Total Income (A) 19,958.60 27,319.36 22,717.13 25,328.66
Profit for the period/year (B) 1,535.11 1,183.92 872.37 766.00
Profit for the period/year Margin (%) (C = B/A*100) 7.69 4.33 3.84 3.02
Reconciliation on Return on Equity (%)
(in ₹ million, unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the
six months ended Financial Year Financial Year Financial Year
September 30, ended March 31, ended March 31, ended March 31,
2025 2025 2024 2023
Profit for the period/year (A) 1,535.11 1,183.92 872.37 766.00
Total equity (B) 15,382.24 14,243.59 13,246.98 12,516.30
Return on Equity (%) 9.98 8.31 6.59 6.12
Return on Capital Employed and Adjusted Return on Capital Employed (%)
(in ₹ million, unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the
six months ended Financial Year Financial Year Financial Year
September 30, ended March 31, ended March 31, ended March 31,
2025 2025 2024 2023
Profit before share of loss of 2,071.76 1,676.04 1,062.16 1,058.68
associate and tax (A)
Add: Finance Costs (B) 474.76 617.94 490.39 532.78
EBIT (C=A+B) 2,546.52 2,293.98 1,552.55 1,591.46
Add: Fair value (Gain)/Loss 217.99 73.52 (29.91) 8.20
on CCD (D)
Adjusted EBIT (E=C+D) 2,764.51 2,367.50 1,522.64 1,599.66
Total Assets (F) 38,592.33 35,428.99 25,419.21 24,720.69
Goodwill (G) 257.26 257.26 66.30 40.90
Other intangible assets (H) 8,441.78 9,087.31 3,707.52 3,143.38
Intangible assets under 331.53 325.71 240.79 190.80
development (I)
Deferred tax assets (net) (J) 359.33 106.64 119.41 53.74
Deferred tax liabilities (net) - 27.36 60.79 53.39
(K)
Total Liabilities (L) 23,210.09 21,185.40 12,172.23 12,204.39
Tangible Net worth (M=F- 5,992.34 4,494.03 9,173.75 9,140.87
G-H-I-J+K-L)
Current Borrowings (N) 5,717.94 3,195.42 2,356.92 2,430.89
Non-Current Borrowings (O) 6,334.43 6,274.81 3,416.01 3,696.15
Cash and cash equivalents (P) 561.19 243.05 296.91 167.18
Capital Employed (Q=N+O) 18,044.71 13,964.26 14,946.68 15,267.91
Return on Capital 14.11 16.43 10.39 10.42
Employed (%)
(R=C/Q*100)
Adjusted Capital Employed 17,483.52 13,721.21 14,649.77 15,100.73
(S=Q-P)
Adjusted Return on Capital 15.81 17.25 10.39 10.59
Employed (%)(T=E/S*100)
531Reconciliation of Net Trade Working Capital Days
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for
the six months the Financial the Financial the Financial
ended Year ended Year ended Year ended
September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025
Revenue from Operations (A) 19,780.45 26,905.10 22,299.27 25,132.98
Inventories (B) 11,438.14 11,032.20 7,447.63 8,290.90
Trade receivables (C) 9,452.91 6,629.80 5,795.17 5,874.08
Total outstanding dues of micro and 818.89 687.22 238.21 151.71
small enterprises (D)
Total outstanding dues of creditors other 6,280.49 6,552.79 2,419.42 2,709.24
than micro and small enterprises (E)
Net trade Working Capital (F=B+C-D-E) 13,791.67 10,421.99 10,585.17 11,304.03
Days (G) 183.00 365.00 366.00 365.00
Net Working Capital Days (H=F/A*G) 128 141 174 164
Reconciliation of Net Debt to Equity
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for
the six the Financial the Financial the Financial
months ended Year ended Year ended Year ended
September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025
Current Borrowings (A) 5,717.94 3,195.42 2,356.92 2,430.89
Non-Current Borrowings (B) 6,334.43 6,274.81 3,416.01 3,696.15
Cash and cash equivalents (C) 561.19 243.05 296.91 167.18
Net Debt* (D = A+B-C) 11,491.18 9,227.18 5,476.02 5,959.86
Total Equity (E) 15,382.24 14,243.59 13,246.98 12,516.30
Net Debt to Equity ratio (times) (F = D/E) 0.75 0.65 0.41 0.48
*Net Debt = Current borrowings + Non-current borrowings – Cash and cash equivalents
532MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion in conjunction with our Restated Consolidated Financial Information
included herein as at and for the six months ended September 30, 2025 and as at and for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023, including the related notes, schedules and
annexures.
Our Financial Year commences on April 1 and ends on March 31 of each year, and all references to a particular
Financial Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the context otherwise
requires, the financial information used in this section is derived from our “Financial Information” on page 419.
We have exclusively commissioned and paid for the services of independent third party research agency, Frost &
Sullivan (India) Private Limited for the purposes of confirming our understanding of the industry in connection
with the Offer, and have relied on the F&S Report, for industry related data in this Draft Red Herring Prospectus,
including in the sections “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 206, 284 and 533, respectively. We engaged F&S
in connection with the preparation of the F&S Report pursuant to an engagement letter dated August 19, 2025.
The F&S Report is available on the website of our Company at
https://www.crystalcropprotection.com/Crystal_Industry_report.pdf from the date of this Draft Red Herring
Prospectus till the Bid/Offer Closing Date, and has also been included in “Material Contracts and Documents
for Inspection” on page 681. The data included herein includes excerpts from the F&S 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 Offer), that has been left out or changed in any manner. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the F&S Report and included herein
with respect to any particular year, refers to such information for the relevant financial year.
This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current
view with respect to future events and financial performance. Actual results may differ from those anticipated in
these forward-looking statements as a result of factors such as those set forth under “Forward-looking
Statements” and “Risk Factors” on pages 39 and 41, respectively.
Overview
Established in 1994, we are a crop solutions company with agrochemicals and seeds at the core of our offerings.
Our diversified portfolio includes (i) products for crop protection such as herbicides, fungicides, insecticides and
natural crop solutions such as bio-stimulants, bio-protectants, plant growth regulators, liquid fertilizers and micro
nutrients; and (ii) seeds such as for field crops, vegetable crops and flowers. Our offerings are customized for
Indian farmers through R&D including by collaborations with various multi-national companies, delivering
relevant solutions that aim to enhance farm economics, yield, productivity and profitability. We operate on a fully
integrated model, that integrates robust synthesis R&D in crop protection products and natural crop solutions as
well as robust seeds breeding program, with backward-integrated technology enabled manufacturing and pan-
India distribution, with a farmer-centric approach.
We have dedicated and strategic focus on R&D, which we consider integral to our ability to offer quality crop
protection products and natural crop solutions and seeds for various crops. Our R&D teams focus on (i) developing
novel formulations, based on our analysis of existing gaps in the industry and prevailing needs of our customers;
and (ii) extensive breeding programs, leading to creation of renowned brands for our business verticals.
Our robust seeds breeding programs, anchored by an extensive germplasm bank, using conventional and modern
tools, deliver seeds which are locally adapted, high yielding, stress tolerant hybrids and varieties. Over the years,
we have established ourselves as a progressive force in the Indian seed industry, actively engaging in strategic
collaborations and technology partnerships to drive innovation and sustainable growth. (Source: F&S Report) We
have signed several key agreements aimed at enhancing crop performance, farmer profitability and industry
advancement. (Source: F&S Report)
Crop protection products and natural crop solutions: We offer a wide range of crop protection products and
natural crop solutions. We are engaged in the development, manufacturing and distribution of agrochemicals under
the following categories: (A) crop protection products, sub-categorized under (i) herbicides, (ii) fungicides, (iii)
insecticides, and (iv) combinations thereof; and (v) natural crop solutions, comprising bio-stimulants, bio-
protectants, plant growth regulators, liquid fertilizers and micro nutrients under our division which is
533strategically designed to complement our existing crop protection products and natural crop solutions business,
providing farmers with integrated and sustainable crop management solutions; and (B) technical grade active
ingredients (“Technicals”), which are utilized in the manufacture of agrochemical formulations.
We offer a range of product sizes, including in ‘farmer friendly packs’ for smallholder farmers and large pack
sizes for progressive farmers. As of September 30, 2025, our crop protection products are sold under our corporate
brands, and to our consumers with over 174 product brands. Our crop protection branded businesses
under and , have delivered a strong growth of 18% from Fiscal 2023 to Fiscal 2025, significantly
outperforming the industry average of 10–13% over the same period. (Source: F&S report).
Seed business: Leveraging our in-house germplasm libraries and molecular breeding capabilities, we have built a
multi-crop and diversified seeds portfolio backed by R&D with leading brands in the market to produce and
market hybrid seeds for: (a) field crops which includes cotton, mustard, millet, sorghum, fodder crops, maize,
wheat and rice, (b) vegetable crops which includes vegetables such as for capsicum, chili, tomato, sweetcorn,
watermelon and other vegetables; and (c) flower such as marigold seeds.
We are one of fastest-growing Indian seed companies in terms of revenue (CAGR – 24.88%) between Fiscal 2023
and Fiscal 2025. (Source: F&S Report) Our seeds for field crops are sold under our corporate brand, and
certain of our product brands , and while seeds for vegetable crops and flowers are sold
under certain of our brands and . Our seed products operate across all strategic crops in Indian
markets namely cotton, pearl millets, mustard, sorghum, fodder crops, rice, maize, wheat, vegetables and flowers,
giving us a diverse base across India. (Source: F&S Report). We are amongst the top three players in pearl millet
and mustard market, respectively, with a market share of 20.60% and 6.30% in the Indian seed industry in Fiscal
2025. (Source: F&S Report) We have enhanced our portfolio in marigold flower seeds through the acquisition of
I&B Seeds. I&B Seeds is the market leader in marigold flower seeds with 25%–30% market share based on sales
during the previous three years. (Source: F&S Report)
Details of revenue generated from each of our crop protection products and natural crop solutions and seeds
business for the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023, including as a percentage
of our Revenue from Operations is set out below.
Particulars of business For the six months For the financial For the financial For the financial
ended year ended year ended year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount % of Amount % of Amount % of Amount % of
of total of total of total of total
revenue revenue revenue revenue revenue revenue revenue revenue
generate generated generated generated
(in ₹ (in ₹ (in ₹ (in ₹
million) million) million) million)
Crop protection 15,156.14 77.82 22,010.07 81.74 18,367.18 83.40 20,679.15 86.87
products and natural
crop solutions
Seeds* 4,204.54 21.59 4,698.79 17.45 3,544.31 16.09 3,013.29 12.66
Others 114.63 0.59 217.32 0.81 113.07 0.51 112.53 0.47
Total** 19,475.31 100.00 26,926.18 100.00 22,024.56 100.00 23,804.97 100.00
*I&B Seeds was acquired by our Company in October 2024 and accordingly, this reflects the revenue generated for five months only. For
details on the acquisition, See “History and Certain Other Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” on page 363.
**Figures are exclusive of non-operational business of 13 limited liability partnerships for the six months ended September 30, 2025, and
Fiscals 2025, 2024 and 2023 amounting to Nil, ₹5.14 million, ₹374.28 million and ₹1,457.35 million, respectively, and gross of provision for
sales returns/inter-company eliminations for the six months ended September 30, 2025, and Fiscals 2025, 2024 and 2023 amounting to ₹363.98
million, ₹347.42 million, ₹202.31 million and ₹224.38 million, respectively.
Our three decades of experience, coupled with dedicated and strategic focus on R&D, have resulted in our
Company applying for 28 patents globally, out of which 18 patent applications have been examined and granted
in India and two patent applications are presently under examination and four patent application are refused and
being contested by us on the date of this Draft Red Herring Prospectus. Our Company has filed four patent
applications in other jurisdictions, out of which we have obtained two patent applications, which have been
examined and granted in Indonesia and Philippines and two patent applications are presently under examination
in Vietnam and Thailand. We are among India’s leading agrochemical innovators, demonstrating strong capability
534in intellectual property creation. Out of 28 patents in calendar year 2025, 11 patents have already been successfully
commercialised as of September 30, 2025 reflecting our sustained focus on R&D. (Source: F&S Report).
We continue to expand our portfolio and deepen market penetration through a pan-India distribution network of
13,285 independent distributors and 36 distribution centers, supported by five regional distribution centers, as of
September 30, 2025. Within this network, we follow a two-brands strategy for crop protection products and natural
crop solutions’ distribution under the Crystal and Saffire brands is organized into dedicated, non-overlapping
channels and separate sales teams, which allow us to address distinct customer segments and build a wider
customer base. Our seeds business also operates through two separate dedicated teams for field crops and for
vegetables & flowers. We are present across 23 states and four union territory, as of September 30, 2025.
Since our inception, we have continuously expanded our product offerings and capabilities steadily through
organic and inorganic growth initiatives. We are among the most active acquirers in the Indian agrochemical space,
having integrated iconic brands such as Gramoxone (Syngenta), Bavistin (BASF), Dursban and Nurelle D (Dow),
Tilt (Syngenta), Proclaim (Syngenta), Blue Copper (Syngenta) and Furadan (FMC) into our portfolio. (Source:
F&S Report) For further details on acquisitions undertaken by us, see “- Strategic acquisitions and successful
integration of growth opportunities” on page 306.
We entered into the seeds business through the acquisition of Rohini Seeds Private Limited, Rohini Bioseeds and
Agritech Private Limited and Rohini AgriSeeds Private Limited in 2011. Subsequently, we also acquired seeds
business of grain sorghum, fodder sorghum and pearl millet, including, R&D assets along with people and related
intellectual property rights from Syngenta India in 2018. In order to expand our product portfolio, we acquired
the seeds business portfolio of Cotton, Pearl Millet and Mustard Seeds from Bayer Bio Science Private Limited
and Bayer Crop Science in 2021. In 2023, we acquired the business of Cotton seeds under ‘Sadanand’ brand along
with related breeding assets from Kohinoor Seeds Fields India Private Limited and in 2024, we also acquired I&B
Seeds Private Limited to enter into the market for vegetables and marigold seeds business. For further details on
acquisitions undertaken by us, see “- Strategic acquisitions and successful integration of growth opportunities”
on page 306.
Our integrated business model allows us to exercise control over the entire value chain—from product R&D,
process development, regulatory and statutory registration to commercial manufacturing, brand-building and last-
mile delivery, thereby enabling speed-to-market and quality assurance. We credit our growth in revenue and
profitability in part to our operational efficiency, which we seek to achieve by streamlining our operational
activities and maintaining economies of scale. Furthermore, our Company’s credit rating on long-term bank
facilities has been upgraded to A+/Stable, which demonstrates our financial health and ability to meet our
obligations, diversified revenues and profitability.
Significant Factors Affecting our Results of Operations
Revenue Growth and Financial Performance
We are a crop solutions company with agrochemicals and seeds at the core of our offerings. Our diversified
portfolio includes (i) products for crop protection such as herbicides, fungicides, insecticides and natural crop
solutions such as bio-stimulants, bio-protectants, plant growth regulators, liquid fertilizers and micro nutrients;
and (ii) seeds such as for field crops, vegetable crops and flowers. Our business primarily comprises sale of crop
protection products and natural crop solutions and seeds in both domestic and international markets. Over the last
few years, we have accelerated a strategic shift toward branded business by strengthening farmer engagement and
deepening market presence. As a result, the share of domestic branded sales of both, crop protection and natural
crop solution business and seeds business, increased from 60.63% in Financial Year 2023 to 67.11% in Financial
Year 2025 of our Revenue from Operations, contributing significantly to margin expansion. Additionally, our
Revenue from Operation from domestic branded business of both, crop protection and natural crop solution and
seeds, increased by 24.81% from ₹14,312.18 million in Financial Year 2023 to ₹17,863.05 million in Financial
Year 2025, reflecting strong market traction and sustained execution capabilities.
On the back of this approach, the restated consolidated revenue from operations increased by 7.05% from
₹25,132.98 million in Financial Year 2023 to ₹26,905.10 million in Financial Year 2025. As part of our portfolio
rationalization efforts, we non-operationalised the business of 13 limited liability partnership firms (which were
classified as the step-down subsidiaries) in the six months ended September 30, 2025 and for the Financial Years
2025, 2024 and 2023. The revenue contribution from these entities for the six months ended September 30, 2025
and for the Financial Years 2025, 2024 and 2023 amounted to Nil, ₹5.14 million, ₹374.28 million and ₹ 1,457.35
535million, respectively. Accordingly, our restated consolidated revenue from operations (excluding the above
limited liability partnership firms) for the six months ended September 30, 2025 and for Financial Years 2025,
2024 and 2023 amounted to ₹19,780.45 million, ₹26,899.96 million, ₹21,924.99 million ₹23,675.63 million,
respectively, which demonstrates a growth of 13.62% between Financial Year 2023 to Financial Year 2025. While
these trends demonstrate positive momentum, future growth in our revenue from operations or domestic branded
business cannot be assured.
We have consistently increased our margins, with the Adjusted EBITDA Margins for the six months ended
September 30, 2025 and for the Financial Years 2025, 2024 and 2023 were 17.95%, 11.99%, 9.38% and
9.26% respectively. Accordingly, our Adjusted EBITDA increased by 38.66% from ₹2,326.80 million in
Financial Year 2023 to ₹3,226.28 million in Financial Year 2025.
Since our incorporation, we have increased our product offerings and capabilities through a blended mix of organic
and inorganic growth initiatives. We have a demonstrated history of integrating acquisitions with our business and
consolidating our position in the agrochemical and seed industry and have acquired select assets from Bayer
Intellectual Property GmbH and Bayer CropScience Aktiengesellschaft in December 2024, funded through
incremental debt of ₹4,189.96 million. As the revenue contribution from these acquired assets has been accrued
only for the period from January 2025 to March 2025 in Financial Year 2025 and does not reflect the full year
benefit, while the closing balance sheet fully reflects the incremental debt, thereby resulting in decreased return
on capital employed ratio for Financial Year 2025.
Research and development investments, technological advancements and innovation
KRDC in Sonipat, Haryana, established in 2016, which has received a certificate for “GLP Compliance” by the
National Good Laboratory Practice Compliance Monitoring Authority and is recognized by the Department of
Science and Technology, Ministry of Science and Technology, Government of India. KRDC focuses on developing
and optimizing manufacturing processes for technical-grade active ingredients, in order to ensure efficiency,
safety, yield, and environmental compliance. In line with sustainable agriculture goals. KRDC supports the
regulatory approval process by preparing comprehensive technical documentation for product registrations in
India and international markets, including process descriptions, analytical validations, 5 batch GLP,
physicochemical studies and stability data. Our three decades of experience, coupled with dedicated and strategic
focus on R&D, have resulted in our Company applying for 28 patents globally, out of which 18 patent applications
have been examined and granted in India, two patent applications are presently under examination and four patent
application are refused and being contested by us, as on the date of this Draft Red Herring Prospectus. Our
Company has filed four patent applications in other jurisdictions, out of which we have obtained two patent
applications, each has examined and granted in Indonesia and Philippines and two patent applications, each is
presently under examination in Vietnam and Thailand. Out of 28 patents in calendar year 2025, 11 patents have
already been successfully commercialised as of September 30, 2025 reflecting our sustained focus on R&D.
(Source: F&S Report).
We are one of the few companies in the Indian Seed Industry which has dedicated R&D farms for rice, maize,
cotton, sorghum, mustard, fodder, vegetables, pearl millet and flower for breeding nurseries and trials. (Source:
F&S Report) R&D farms are critical facilities established to support agricultural innovation, seed development,
and varietal evaluation under controlled and field conditions. These farms serve as experimental hubs for
generating data that guides product development, regulatory approval, and commercial deployment.
The table below sets forth details of our expenditure towards R&D and as a percentage of our Total Expenses and
Revenue from Operations, respectively for the period/ years indicated:
Particulars As of and for six As of and for As of and for As of and for Fiscal
months ended Fiscal ended Fiscal ended ended March 31,
September 30, March 31, 2025 March 31, 2024 2023
2025
Research and development 323.32 595.88 476.85 401.11
expenses including capital
expenses (in ₹ million)
Research and development 1.80 2.31 2.19 1.64
expenses as a percentage of
Total Expenses (including R&D
capital expenditure) (%)
536Particulars As of and for six As of and for As of and for As of and for Fiscal
months ended Fiscal ended Fiscal ended ended March 31,
September 30, March 31, 2025 March 31, 2024 2023
2025
Research and development 1.63 2.21 2.14 1.60
expenses as a percentage of
Revenue from Operations (%)
The industry in which we operate is undergoing rapid technological change, including advances in seed genetics,
crop protection and digital agriculture. Our ability to timely identify, acquire, develop, integrate and scale relevant
technologies is critical to maintaining competitiveness. Implementing new systems and tools - whether for
research and development, product design or commercial execution - requires significant capital and operating
expenditures, specialized talent, and integration with legacy processes. These initiatives also expose us to risks
relating to dependence on third‑party vendors, data integrity and cybersecurity, intellectual property protection,
interoperability and implementation delays, and uncertain returns on investment. If we are unable to anticipate or
respond effectively to technological developments, if new technologies fail to perform as expected, if we are
unable to derive anticipated efficiencies or product performance improvements, or if we incur higher-than-
expected costs or delays in adoption, our product pipeline, margins and growth prospects could be adversely
affected and we could lose market share to competitors that more effectively leverage such technologies.
Seasonality and susceptibility to weather conditions
Climate has a significant impact on agriculture. Agriculture depends significantly on water, land, and other
climate-related natural resources. Climate change (temperature, precipitation, and time of frost) makes agricultural
activities more challenging in some areas while perhaps extending the growing season or enabling the cultivation
of other crops in others. Climate change continues to interfere with harvest schedules and agricultural yields,
whether through increased intensity and frequency of natural disasters, flooding, drought, or seasonal
irregularities, leaving farmers with low profit margins. Climate change and agriculture are closely intertwined,
with the former directly affecting the latter. (Source: F&S Report) Our performance is closely tied to the Indian
agricultural sector, which is highly susceptible to weather patterns and natural events, including droughts, floods,
cyclones and other disasters. Purchases by distributors, retailers and farmers are concentrated in the pre-season
and peak season months, while off-season demand is typically lower. Further, in the event of adverse, delayed or
spatially uneven monsoons, unseasonal rains, floods, droughts, heat waves, cold spells, cyclones and other weather
events, as well as shifts in pest and disease incidence and intensity, the demand for our formulations (insecticides,
fungicides, herbicides), plant nutrition and soil health products, and seeds may be materially adversely affected.
Adverse conditions early in the season, especially drought conditions, inability to spray due to excessive rain,
lower farmer investment due to drought conditions or lower commodity prices can result in significantly lower
than normal plantings of crops, and therefore lower demand for crop protection products. Additionally, our seed
business is highly seasonal, with raw material supplies and sales activities concentrated around planting and
harvesting seasons. This can result in our sales in a particular region varying substantially from year to year.
Unpredictable or extreme weather may lead to commodity price volatility, affecting farmers’ cropping decisions,
which could subsequently impact our sales. Insufficient rainfall during the monsoon season may lead to a decline
in crop sowing, which can reduce demand for our products.
Delays in traditional cropping and commercial sales seasons or adverse variations to the seasonal factors, including
but not limited to traditional sowing and cropping seasons and commercial sales seasons in the jurisdictions in
which we operate, weather conditions, irrigation facilities, crop yields, farmers having access to credit and overall
agricultural production, can affect our revenue from operations and profitability. Effective management of these
seasonal and weather-related challenges is essential for maintaining stable operations and financial performance.
Ability to procure desired quantity and quality of raw materials
We have been consistently expanding our technical manufacturing capabilities year on year. This growth is driven
by continuous innovation, upgraded infrastructure, and a strong focus on operational excellence. We depend on
external suppliers for the raw materials required for production and typically purchase raw materials on a purchase
order basis and place such orders with them in advance on the basis of our anticipated requirements. As a result,
the success of our business is dependent on maintaining good relationships with our raw material suppliers. If we
cannot fully offset increases in raw material prices with increases in the prices for our products, we will experience
lower margins, which will have a material adverse effect on our results of operations and financial condition. Given
537below are details of our cost of material consumed for the relevant financial periods included therein, including as
a percentage of Total Expenses:
Particulars For six months ended For Fiscal ended For Fiscal ended For Fiscal ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Cost of materials 13,266.41 17,058.09 14,229.06 16,839.62
consumed (in ₹ million)*
Cost of materials 74.17 66.52 65.71 69.38
consumed as a
percentage of Total
Expenses (in %)
*Includes the cost of raw materials with are sold as traded goods in the normal course of business.
We purchase our raw materials from third-party suppliers domestically as well as from the suppliers based in
India/China/USA, on the basis of purchase orders and short-term supply agreement, with such suppliers, on a non-
exclusive basis. Accordingly, we cannot assure you that such suppliers shall continue to supply their products to
us and/or may not choose to supply their products to our competitors. There can be no assurance that there will not
be a significant disruption in the supply of raw materials currently sourced by us or, in the event of a disruption,
that we would be able to locate alternative suppliers of materials or manufacturers of comparable quality at an
acceptable price, or at all, and whether such suppliers, if identified, would be able to make supplies of
raw materials to us in a timely manner, or at all. We may be required to replace a supplier if its products do not
meet our quality standards or if a supplier unexpectedly discontinues operations due to reasons beyond its or our
control, including financing constraints caused by credit market conditions. Further, we cannot assure you that we
will be able to enter into new or continue our existing arrangements with suppliers on terms acceptable to us, which
could have an adverse effect on our ability to source raw materials in a commercially viable and timely manner, if
at all, which may impact our business and profitability.
We source our raw materials primarily from suppliers in India, China and USA. In the event there are any supply
chain issues, change in government policies, invocation of anti-dumping measures, and international geo-political
situations or any other circumstances in the Chinese markets, it may have a material adverse effect our business,
results of operations, cash flows and financial condition.
Reliance on our distribution network
Our ability to effectively market, sell, and deliver our products depends on the continued performance, reach, and
financial health of these third-party intermediaries. We continue to expand our portfolio and deepen market
penetration through a pan-India distribution network of 13,285 independent distributors and 36 distribution
centers, supported by five regional distribution centers, as of September 30, 2025. Within this network, we follow
a two-brands strategy for crop protection products and natural crop solutions’ distribution under the Crystal and
Saffire brands is organized into dedicated, non-overlapping channels and separate sales teams, which allow us to
address distinct customer segments and build a wider customer base. Our seeds business also operates through
two separate dedicated teams for field crops and for vegetables & flowers. We are present across 23 states and
four union territory, as of September 30, 2025.
If any of our major distributors or dealers were to reduce their purchases, experience financial difficulties, default
on payments, or terminate their relationship with us, our sales and collections could be adversely impacted. In
addition, the contractual arrangements with our existing distributors are on a non-exclusive basis and they may
market and sell products of our competitors as well. Our distributors and dealers may not effectively promote our
products, may prioritize competing products, or may fail to comply with applicable laws and regulations, which
could damage our reputation and market position. This could adversely affect our profits, financial condition and
results of operations. We cannot assure you that our current dealers will continue to do business with us at the
same or more favourable terms than our competitors. Further, disruptions in logistics, transportation, warehousing,
or supply chain infrastructure supporting our distribution network, whether due to natural disasters, regulatory
changes, strikes, pandemics, or other unforeseen events, could delay or prevent the timely delivery of our products
to end customers.
Our inorganic growth initiatives
In addition to generating organic growth opportunities, we will continue to evaluate opportunities for inorganic
growth in crop protection and seeds business through mergers and acquisitions which are aligned to our strategic
goals. This will include brand acquisitions, business acquisitions and acquisitions of manufacturing facilities and
technology providers. This will enable us to consolidate our market position in existing business verticals; achieve
538operating leverage in key markets by unlocking potential efficiency and synergy benefits; strengthen and expand
our product portfolio; enhance our depth of experience, knowledge-base and know-how; and increase our sales
and distribution network. We have made eight acquisitions in our crop protection business and five in our seeds
business. For further details on acquisitions undertaken by us, see “History and Certain Other Corporate Matters
– Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years” on page 363.
If we are unable to overcome the potential challenges associated with the integration process and achieve our
objectives, we may not realize the anticipated benefits and synergies of our acquisitions fully, or at all, or may
take longer to realize than expected. Failure to realize anticipated benefits in a timely manner or at all, could have
an adverse effect on our business and results of operations.
Government regulations and regulatory approvals
Government regulations and policies of India can affect the demand for, expenses related to and availability of our
products. We are required to obtain regulatory pre-approval for our products. For details in relation to the key laws,
regulations, and policies in India, which are applicable to the business and operations, see “Key Regulations and
Policies in India” and “Government and Other Approvals” on pages 343 and 598, respectively. Any changes in
government policies relating to the agriculture sector such as the reduction of government expenditure towards
agriculture, the withdrawal of or changes in incentives and subsidies provided to farmers, export restrictions on
crops, tariffs imposed by different countries, adverse changes in commodity prices or minimum support prices
could affect the ability of farmers to spend on agrochemical products, which in turn could adversely affect our
business and results of operations.
Any failure to comply with environmental laws and/or the terms and conditions of approvals issued under such
environmental laws and regulations could also impact our ability to obtain or renew the approvals with respect to
our Units in a timely manner or at all and may also adversely affect our ability to operate our units and consequently
affect our results of operations. We may also be subjected to regulatory actions for violations of applicable
regulations which could lead to closure of our Units, imposition of penalties and other penal actions against us and
our management, which may have a negative impact on our business, reputation, results of operations and cash
flows. Further, the licenses, approvals and permits required by us are subject to several conditions and we cannot
assure you that we will be able to continuously meet such conditions, which may lead to cancellation, revocation
or suspension of our material licenses, approvals and permits.
Further, regulatory requirements with respect to our products 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. Our Company may be required to alter our
manufacturing and/or distribution process 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.
Summary of Material Accounting Policies
(a) Basis of preparation
(i) The Restated Consolidated Financial Information comprise of the Restated Consolidated Statement of
Assets and Liabilities as at 30 September 2025, 31 March 2025, 31 March 2024 and 31 March 2023, the
Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated
Consolidated Statement of Cash Flow and the Restated Consolidated Statement of Changes in Equity for
the six months period ended 30 September 2025 and years ended 31 March 2025, 31 March 2024, 31 March
2023 and the Summary Statement of Material Accounting Policies and Explanatory Information
(collectively, the 'Restated Consolidated Financial Information'). These Restated Consolidated Financial
Information has been approved by the Board of Directors on 12 December 2025 and have been specifically
prepared by the management of the Company for the purpose of inclusion in the Draft Red Herring
Prospectus ('DRHP') in connection with the proposed Initial Public Offering ('IPO') of its equity shares
(referred to as the 'Issue'). The Restated Consolidated Financial Information has been prepared by the
management of the Company to comply in all material respects with the requirements of:
539- Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (" the Act ")
- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“ICDR”) as amended; and
- 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”).
The Restated Consolidated Financial Information comply in all material aspects with Indian Accounting
Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with the
Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other relevant
provisions of the Act. These Restated Consolidated Financial Information have been compiled by the
management from:
(a) Audited Special Purpose Consolidated Interim Financial Statements of the Group as at and for the six
months period ended 30 September 2025 prepared as per the accounting principles of Indian Accounting
Standard (Ind AS) 34 “Interim Financial Reporting” 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 except for presentation of comparative financial information. These Restated
Consolidated Financial Information contain a complete set of financial statements as described in Ind AS 1
‘Presentation of Financial Statement’ and Schedule III of the Companies Act, 2013. However, comparative
financial information has not been furnished as it is not required for the specific purpose mentioned above.
The Audited Special Purpose Consolidated Interim Financial Statements have been approved by the Board
of Directors at their meeting held on 14 November 2025.
(b) Audited Consolidated Financials Statements of the Group as at and for year ended 31 March 2025, 31
March 2024 and 31 March 2023 prepared in accordance with the Indian Accounting Standards (referred to
as 'Ind AS') as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended, and other accounting principles generally accepted in India, which have been
approved by the Board of Directors at their meeting held on 22 May 2025, 30 May 2024 and 30 May 2023
respectively.
(c) The material accounting policy information followed in preparation of the Audited Special Purpose
Consolidated Interim Financial Statements are consistent with those followed in the Group’s special purpose
interim consolidated financial statements for the six months period ended 30 September 2025.
(d) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities,
in order to bring them in line with the groupings as per the Restated Consolidated Financial Information of
the Group as at and for the six months period ended 30 September 2025 and the requirements of the SEBI
ICDR Regulations, if any ; and
The resultant impact of tax due to the aforesaid adjustments, if any
These Restated Consolidated Financial Information do not reflect the effects of the events that occurred
subsequent to the respective dates of board meetings held for approval of Audited Consolidated Interim
Financial Statements as at and for the six months period ended 30 September 2025 and Audited Consolidated
Financial Statements as at and for the year ended 31 March 2025, 31 March 2024 and 31 March 2023.
(ii) Historical cost convention
The Restated Consolidated Financial Information have been prepared under historical cost convention
except for certain financial assets and financial liabilities that are measured at fair value or amortised cost,
defined benefit obligations and share based payments as required under relevant Ind AS.(iii) Functional and
presentation currency
(iii) Functional and presentation currency
Items included in the Restated Consolidated Financial Information of each of the Group’s entities are
measured using the currency of the primary economic environment in which the entity operates (‘the
functional currency’). The Restated Consolidated Financial Information is prepared in Indian Rupees (Rs.),
540which is also the Holding Company's functional and presentation currency. All amounts have been rounded
to the nearest million up to two decimal places, unless otherwise stated. Consequent to rounding off, the
numbers presented throughout the document may not add up precisely to the totals and percentages may not
precisely reflect the absolute amounts.
(iv) Going concern
Going concern basis of accounting used for preparation of the accompanying Restated Consolidated
Financial Information is appropriate with no material uncertainty.
(b) Principles of consolidation
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if and only if the Group has:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee);
(ii) Exposure, or rights, to variable returns from its involvement with the investee; and
(iii) The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an investee, the
Group considers all relevant facts and circumstances in assessing whether it has power over an investee,
including:
(i) The contractual arrangement with the other vote holders of the investee;
(ii) Rights arising from other contractual arrangements;
(iii) The Group’s voting rights and potential voting rights; and
(iv) The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of
the other voting rights holders.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed off during the period/ year are included
in the Restated Consolidated Financial Information from the date the Group gains control until the date the
Group ceases to control the subsidiary.
Restated Consolidated Financial Information are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies
other than those adopted in the Restated Consolidated Financial Information for like transactions and events
in similar circumstances, appropriate adjustments are made to that Group member’s financial information
in preparing the Restated Consolidated Financial Information to ensure conformity with the Group’s
accounting policies.
The details of the consolidated entities are as follows:
Percentage of ownership
Name of the Country of Relationship Name of For the six For the For the For the
entity incorporation the months year year year ended
parent period ended ended 31 March
ended 30 31 31 2023
September March March
2025 2025 2024
Nexus Crop India Subsidiary** Crystal 100% 100% 100% 100%
Science Private Crop
Limited^
541Percentage of ownership
Name of the Country of Relationship Name of For the six For the For the For the
entity incorporation the months year year year ended
parent period ended ended 31 March
ended 30 31 31 2023
September March March
2025 2025 2024
Protection
Limited
Modern Papers# India Subsidiary Crystal 100%$ 94% 94% 94%
Crop
Protection
Limited
I & B Seeds India Subsidiary Crystal 100% 100% - -
Private Limited Crop
(w.e.f. 31 Protection
October 2024)@ Limited
Saffire Crop India Subsidiary** Crystal 100% 100% 100% 100%
Science Private Crop
Limited^ Protection
Limited
Kisan KSK & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
Neha & Saffire India Step down Saffire 51% 51% 51% 51%
Crop Science subsidiary** Crop
LLP Science
Private
Limited
Shree India Step down Saffire 51% 51% 51% 51%
Metikheda & subsidiary** Crop
Saffire Crop Science
Science LLP Private
Limited
Trimurti & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Protection LLP Science
Private
Limited
KSK & Saffire India Step down Saffire 51% 51% 51% 51%
Crop Science subsidiary** Crop
LLP Science
Private
Limited
Ramdeo & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
Naveen Agro & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
Pragat & Saffire India Step down Saffire 51% 51% 51% 51%
Crop Science subsidiary** Crop
LLP Science
Private
Limited
Jaishriram Agro India Step down Saffire 51% 51% 51% 51%
& Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
542Percentage of ownership
Name of the Country of Relationship Name of For the six For the For the For the
entity incorporation the months year year year ended
parent period ended ended 31 March
ended 30 31 31 2023
September March March
2025 2025 2024
Balaji & Saffire India Step down Saffire 51% 51% 51% 51%
Crop Science subsidiary** Crop
LLP Science
Private
Limited
Shri Prithvi & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
Vinayaka & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
Shivtara & India Step down Saffire 5 1 %
Saffire Crop subsidiary** Crop - - -
Science LLP% Science
Private
Limited
Sai Krushi & India Step down Saffire 5 1 %
Saffire Crop subsidiary** Crop - - -
Science LLP% Science
Private
Limited
Om Traders & India Step down Saffire 51% 51% 51% 51%
Saffire Crop subsidiary** Crop
Science LLP Science
Private
Limited
Crystal Crop India Subsidiary Crystal 100% 100% 100% 100%
Techno Crop
Solutions Protection
Private Limited Limited
Crystal Crop India Subsidiary Crystal
Protection Crop - - - -
Employee Protection
Gratuity Fund Limited
Trust
Crystal Crop India Subsidiary Crystal
Protection Crop - - - -
Employee Protection
Welfare Trust Limited
Crystal Crop Australia Foreign Crystal 100% 100% 100% 100%
Protection subsidiary Crop
(Australia) Pty Protection
Ltd. Limited
Crystal Crop South Africa Foreign Crystal 100% 100% 100% 100%
Protection South subsidiary Crop
Africa (Pty) Ltd. Protection
Limited
Target Genetics Thailand Foreign Crystal 20% 20% - -
Company Associate Crop
Limited (w.e.f. Protection
31 October Limited
2024)*
#Partnership firm, in which the Holding Company is a partner.
$Remaining stake buyout with effect from 01 September 2025
*Target Genetics Company Limited is indirect associate through I&B Seeds Private Limited (refer note 8A)
543^Refer note 57(a) for the details.
@Refer note 57(b) for the details.
%Shivtara LLP and Sairkrushi LLP were struck off from the records of the Registrar of Companies with effect from 17 November 2023
and 29 March 2024, respectively.
**Saffire Crop Science Private Limited, Nexus Crop Science Private and other LLPs has been considered as a Saffire Crop Science
Private Limited Group
(c) Consolidation procedures
(i) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with
those of its subsidiaries.
(ii) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s
portion of equity of each subsidiary. The Business combinations policy (refer note 2(w)) explains how
to account for any related goodwill.
(iii) Eliminate in full, intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between entities of the Group (profits or losses resulting from intragroup transactions that
are recognised in assets, such as inventory, are eliminated in full). Ind AS 12 “Income Taxes” applies
to temporary differences that arise from the elimination of profits and losses resulting from intragroup
transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. Non-controlling interest in the results and the equity of subsidiaries are
shown separately in the Restated Consolidated Statement of Profit and Loss, Restated Consolidated
Statement of Changes in Equity and Restated Consolidated Statement of Asset and Liabilities
The Group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests
in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised within equity.
(d) Current versus non-current classification
The Group presents assets and liabilities in the Restated Consolidated Statement of Asset and Liabilities
based on current/non-current classification.
An asset is treated as current when:
(i) It is expected to be realised or intended to be sold or consumed in normal operating cycle;
(ii) It is held primarily for the purpose of trading;
(iii) It is expected to be realised within twelve months after the reporting period; or
(iv) It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.
The Group classifies all other assets 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) It does not have the right at the end of the reporting period to defer settlement of the liability for at least
twelve months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
544The operating cycle is the time between the acquisition of assets for processing and their realisation in cash
and cash equivalents. The Group has identified twelve months as its operating cycle for the purpose of
current and non-current classification of assets and liabilities.
(e) Property, plant and equipment (PPE), capital work in progress, investment properties and
intangible assets.
(i) Property, plant and equipment
PPE are stated at historical cost, less accumulated depreciation and accumulated impairment loss, if any.
The cost of an item of a PPE comprises its purchase price including import duties, and other non-refundable
purchase taxes or levies and any directly attributable cost of bringing the asset to its working condition for
its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.
Expenditure incurred on start-up and commissioning of the project and/or substantial expansion, including
the expenditure incurred on trial runs (net of trial run receipts, if any) up to the date of commencement of
commercial production are capitalised. Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment. The carrying amount
of any component accounted for as a separate asset is derecognised when replaced. All other repairs and
maintenance are charged to the Restated Consolidated Statement of Profit and Loss during the reporting
period/ year in which they are incurred."
Advances paid towards acquisition of PPE outstanding at each period/ year end date, are shown under other
non-current assets.
(ii) Capital work-in-progress
Cost of property, plant and equipment not ready for use as at the reporting date are disclosed as capital work-
in-progress. Capital work-in-progress are carried at cost, comprising direct cost, related identical expenses
and attributable borrowing cost, less impairment losses, if any.
(iii) Investment property
Investment property that is held for long term rental yields or for capital appreciation or both, and that is not
occupied by the Holding Company, is classified as investment property. Investment properties are measured
initially at cost, including related transaction costs as required by Ind AS 40 “Investment property”.
Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and
accumulated impairment loss, if any. The Holding Company depreciates investment property on a pro-rata
basis on the straight-line method over the estimated useful lives of the assets as prescribed under Schedule
II to the Companies Act, 2013, i.e. 60 years.
The Holding Company derecognises an investment property, on disposal or when the investment property
is permanently withdrawn from use and no future economic benefits are expected from its disposal. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the asset’s fair value less costs of disposal. The impairment testing is
conducted at the end of every year.
External valuers are involved for valuation of investment properties. Involvement of external valuers is
decided upon annually. Selection criteria include market knowledge, reputation, independence and whether
professional standards are maintained. For the purpose of fair value disclosures, the Holding 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.
(iv) Intangible assets
545Intangible assets are stated at cost less accumulated amortisation and any accumulated impairment loss.
Intangible assets that are acquired are recognised only if it is probable that the expected future economic
benefits that are attributable to the asset will flow to the Group and the cost of assets can be measured
reliably. Subsequent expenditure is capitalised only when it increases the future economic benefits from the
specific asset to which it relates.
Advances paid towards acquisition of intangible assets outstanding at each period end date, are shown under
other non-current assets.
(v) Intangible assets under development
Cost of intangible assets not ready for use as at the reporting date are disclosed as Intangible assets under
development. The Intangible assets under development are carried at cost comprising direct cost, related
identical expenses and attributable borrowing cost, less impairment losses if any.
(vi) Depreciation and amortisation methods, estimated useful lives and residual value
Depreciation on PPE (other than freehold/ leasehold land and leasehold improvement) is provided on the
written down value method (“WDV”) computed on the basis of useful life prescribed in Schedule II to the
Companies Act, 2013 (‘Schedule II’) from the date the asset is ready to put to use. Considering the
applicability of Schedule II as mentioned above, in respect of certain class of assets- the Group has assessed
the useful lives (as mentioned in the table below) lower than as prescribed in Schedule II, based on the
technical assessment.
Type/ category of assets Useful Lives (in years) - Useful Lives (in years) -
as per Companies Act, 2013 as estimated by the Group
Buildings 60 60
Factory buildings 30 30
Plant and machinery 10-25 5-25
Office equipment 5 5
Furniture and fixtures 10 10
Computers 3-6 3-6
Vehicles 8-10 8-10
Investment Property (Building) 60 60
Depreciation on Property, Plant and Equipment (of Partnership firm and LLPs) is being calculated as per the
rates defined as per Income Tax Act, 1961.
Leasehold land is in the nature of perpetual lease without any limited useful life and hence is not amortised.
Leasehold improvements should be amortised over the period of lease or life of the asset, whichever is
shorter.
Amortisation of intangible assets is calculated over the management's estimated useful lives as mentioned
below:
Brands amortised over a period of 5 to 10 years on straight line basis.
Computer software amortised over a period of 5 to 6 years on written down value basis.
Product registration amortised over a period of 5 to 7 years on straight line basis.
License amortised over a period of 5 years on straight line basis.
Workforce enablement amortised over a period of 2 years on straight line basis.
Customer relationship amortised over a period of 10 years on written down value basis.
Non- compete agreement amortised over a period of 10 years on written down value basis.
Know how patents amortised over a period of 7 years on straight line basis.
Based on technical assessment and consequent advice, the management believes that its estimates of useful
lives as given above best represent the period over which management expects to use these assets.
Depreciation and amortization on property, plant and equipment and intangible assets added/ disposed off
during the period/ year has been provided on pro-rata basis with reference to the date of addition/ disposal.
546Depreciation and amortisation methods, useful lives and residual values are reviewed at the end of each
reporting period and adjusted, if appropriate.
(vii) Derecognition
An item of PPE and intangible asset is derecognised on disposal or when no future economic benefits are
expected from its use and disposal. Losses arising from retirement and gains or losses arising from disposal
of an item of PPE and intangible asset are measured as the difference between the net disposal proceeds and
the carrying amount of the asset and are recognised in the Restated Consolidated Statement of Profit and
Loss.
(f) 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
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary
course of business and reflect the Group's unconditional right to consideration (that is, payment is due only
on the passage of time).
Trade receivables are recognised initially at the transaction price as they do not contain significant financing
components. The Group holds the trade receivables with the objective of collecting the contractual cash
flows and therefore measures them subsequently at amortised cost using the effective interest method, less
loss allowance.
For trade receivables and contract assets, the Group applies the simplified approach required by Ind AS 109,
which requires expected lifetime losses to be recognised from initial recognition of the receivables."
Other than trade receivables
Recognition and initial measurement
Debt securities issued are initially recognised when they are originated. All other financial assets and
financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of
the instrument.
All other 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.
Classification and subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
(i) Debt instruments at amortised cost
(ii) Debt instruments at fair value through other comprehensive income (FVOCI)
(iii) Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL Equity
instruments measured at fair value through other comprehensive income (FVOCI)
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the
Group changes its business model for managing financial assets.
547Debt instruments at amortised cost A ‘debt instrument’ is measured at the
amortised cost if both the following
conditions are met and is not designated as
FVTPL:
a) The asset is held within a business model
whose objective is to hold assets for collecting
contractual cash flows, and
b) Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI) on
the principal amount outstanding.
After initial measurement, such financial
assets are subsequently measured at amortised
cost using the effective interest rate (EIR)
method. Amortised cost is calculated by
taking into account any discount or premium
on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation
is included in other income in the Restated
Consolidated Statement of Profit and Loss.
The losses arising from impairment are
recognised in the Restated Consolidated
Statement of Profit and Loss. This category
generally applies to trade and other
receivables.
Debt instrument at FVTPL FVTPL is a residual category for debt
instruments. Any debt instrument, which does
not meet the criteria for categorisation as at
amortised cost or as FVOCI, is classified as at
FVTPL.
Investments in Optionally convertible
redeemable preference shares are measured at
FVTPL
In addition, the Group may irrevocably elect
to designate a debt instrument, which
otherwise meets amortised cost or FVOCI
criteria, as at FVTPL. However, such election
is allowed only if doing so reduces or
eliminates a measurement or recognition
inconsistency (referred to as ‘accounting
mismatch’).
Debt instruments included within the FVTPL
category are measured at fair value with all
changes recognised in the Restated
Consolidated Statement of Profit and Loss.
These assets are subsequently measured at fair
value. Net gains and losses, including any
interest or dividend income, are recognised in
profit or loss.
The Group makes an assessment of the objective of the business model in which a financial asset is held at
a portfolio level because this best reflects the way the business is managed and information is provided to
management.
548Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognized (i.e., removed from the Group’s Restated Consolidated Statement of Asset and
Liabilities) when:
(i) The contractual rights to receive cash flows from the asset have expired, or
(ii) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement and either (a) the Group has transferred substantially all the risks and rewards of the
asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the
Group’s continuing involvement. In that case, the Group also recognises an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects the rights and obligations
that the Group has retained.
Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified
as at FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial
recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any
interest expense, are recognised in Restated Consolidated Statement of Profit and Loss. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense
and foreign exchange gains and losses are recognised in Restated Consolidated Statement of Profit and
Loss. Any gain or loss on derecognition is also recognised in Restated Consolidated Statement of Profit and
Loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expired. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of
Profit and Loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount is presented in the Restated
Consolidated Statement of Assets and Liabilities when, and only when, the Group currently has a legally
enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the
asset and settle the liability simultaneously.
Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk
exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are
measured at fair value, and changes therein are generally recognised in the Restated Consolidated Statement
of Profit and Loss.
Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments to hedge its foreign currency risk exposures. Derivatives
are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-
measured to their fair value at the end of each reporting period. The accounting for subsequent changes in
549fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of
the item being hedged.
The Group designates certain derivatives and non-derivative financial instruments as hedging instruments
as cash flow hedges with highly probable forecasted transactions arising from changes in foreign currency
risk.
At inception of the hedge relationship, the Group documents the economic relationship between hedging
instruments and hedged items including the hedge relationship to which the Group wishes to apply hedge
accounting and the risk management objective and strategy for undertaking the hedges."
Cashflow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in cash flow hedging reserve
within equity. The gain or loss relating to the ineffective portion is recognised immediately in Restated
Consolidated Statement of Profit or Loss, within other gains/(losses).
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects
profit or loss. However, when the hedged forecast transaction results in the recognition of a non-financial
asset or a non-financial liability, the cumulative gain or loss is removed from equity and included in the
initial cost or other carrying amount of the asset or liability.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that
time remains in equity until the forecast transaction occurs, resulting in the recognition of a non-financial
asset. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred
costs of hedging that were reported in equity are immediately reclassified to profit or loss within other
gains/(losses).
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective
remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be
rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so
that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is
calculated and accounted for Restated Consolidated Statement of Proft and Loss at the time of the hedge
relationship rebalancing."
(g) Impairment
Impairment of non-financial assets
The Group’s non-financial assets other than inventories and deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then
the asset’s recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped together into a
cash-generating unit (CGU). Each CGU represents the smallest group of assets that generates cash inflows
that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of a CGU is the higher of its value in use and its fair value less costs to sell. Value
in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the CGU.
The Group's corporate assets (e.g., office building for providing support to various CGUs) do not generate
independent cash inflows. To determine impairment of a corporate asset, recoverable amount is determined
for the CGUs to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated
recoverable amount. Impairment loss is recognised in the Restated Consolidated Statement of Profit and
Loss. Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets of the CGU (or
group of CGUs) on a pro rata basis.
550An impairment loss in respect of assets for which impairment loss has been recognized in prior periods, the
Group reviews at reporting date whether there is any indication that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortization, if no
impairment loss had been recognized.
Impairment of financial instruments
The Group recognises loss allowances for expected credit losses on:
(i) financial assets measured at amortised cost; and
(ii) financial assets measured at FVOCI- debt investments."
At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt
securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that
have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
(iii) significant financial difficulty of the borrower or;
(iv) a breach of contract such as a default or being past due for 90 days or more;
(v) the restructuring of a loan or advance by the Group on terms that the Group would not consider
otherwise;
(vi) it is probable that the borrower will enter bankruptcy or other financial reorganisation; or
(vii) the disappearance of an active market for a security because of financial difficulties.
The Group measures loss allowances at an amount equal to lifetime expected credit losses, except for the
following, which are measured as 12 month expected credit losses:
− debt securities that are determined to have low credit risk at the reporting date; and
− other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over
the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit
losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over
the expected life of a financial instrument.
12-month expected credit losses are the portion of expected credit losses that result from default events that
are possible within 12 months after the reporting date (or a shorter period if the expected life of the
instrument is less than 12 months).
In all cases, the maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Group is exposed to credit risk."
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating expected credit losses, the Group considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Group’s historical experience and informed credit
assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30
days past due.
The Group considers a financial asset to be in default when:
551(i) the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the
Group to actions such as realising security (if any is held); or
(ii) the financial asset is 90 days or more past due.
The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to
‘investment grade’.
Measurement of expected credit losses
Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the
present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance
with the contract and the cash flows that the Group expects to receive).
Presentation of allowance for expected credit losses in the balance sheet
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount
of the assets.
For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.
Write-off
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there
is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor
does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off. However, financial assets that are written off could still be subject to enforcement
activities in order to comply with the Group’s procedures for recovery of amounts due.
(h) Inventories
Inventories which comprise raw materials, work-in-progress, finished goods, stock-in-trade, packing
materials, and stores and spares are carried at the lower of cost or net realisable value.
Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing
the inventories to their present location and condition. Cost of inventories, other than finished goods and
work-in-progress, is determined on the weighted average basis. Cost of finished goods and work-in-progress
includes the cost of materials determined on the weighted average basis and also includes an appropriate
portion of allocable overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
of completion and the estimated costs necessary to make the sale. The net realisable value of work-in-
progress is determined with reference to the selling prices of related finished products. Raw materials and
other supplies held for use in the production of finished products are not written down below cost, except in
cases where material prices have declined and it is estimated that the cost of the finished products will exceed
their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and in hand (including imprest) and short-term deposits
with an original maturity of not more than three months, which are subject to an insignificant risk of changes
in value.
(j) Provisions and contingent liabilities
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect of the time value of money is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
552assessments of the time value of money and the risks specific to the liability. Where discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When
some or all of the economic benefits required to settle a provision are expected to be recovered from a third
party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Group or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate
of the amount cannot be made.
(k) Revenue recognition
To determine whether to recognise revenue, the Group follows a 5-step process:
- Identifying the contract with a customer
- Identifying the performance obligations
- Determining the transaction price
- Allocating the transaction price to the performance obligations
- Recognising revenue when/as performance obligation(s) are satisfied.
The Group manufactures and sells a range of goods in the market. Sales are recognised when control of the
products has transferred, being when the products are delivered to the distributors/customers, the
distributors/ customers have full discretion over the channel and price to sell the products, and there is no
unfulfilled obligation that could affect the distributors/ customers’ acceptance of the products. Delivery
occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have
been transferred to the distributors/ customers, and either the distributors/ customers has accepted the
products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has
objective evidence that all criteria for acceptance have been satisfied.
The goods are often sold with retrospective volume/schemes discounts/schemes based on aggregate sales
over a 12 month period. Revenue from these sales is recognised based on the price specified in the contract,
net of the estimated discounts/schemes. Accumulated experience is used to estimate and provide for the
discounts, using the expected value method, and revenue is only recognised to the extent that it is highly
probable that a significant reversal will not occur. No significant element of financing is deemed present as
the sales are generally made with a credit term of 90 days, which is consistent with market practice.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is
unconditional because only the passage of time is required before the payment is due."
The revenue from royalty income shall be recognised in accordance with IndAS 115 as and when the
subsequent sale occurs; or the performance obligation to which some or all of the sales-based royalty has
been allocated has been satisfied.
Interest income is recognised using the effective interest method.
Dividend income is recognised when the right to receive payment is established.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial instrument to:
- the gross carrying amount of the financial asset
- the amortised cost of the financial liability
Revenue recognized is adjusted for expected returns, which are estimated based on the previous history of
sales return.
553(l) Employee benefits
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided. A liability is recognised for the amount expected to be paid e.g., under short-
term cash bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee, and the amount of obligation can be estimated reliably.
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions
into a separate entity and will have no legal or constructive obligation to pay further amounts. The Group
makes specified monthly contributions towards Government administered provident fund. Obligations for
contributions to defined contribution plan is recognised as an employee benefit expense in the Restated
Consolidated Statement of Profit and Loss in the periods during which the related services are rendered by
employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in
future payments is available.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group's
gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of defined benefit
plans is calculated by estimating the amount of future benefit that employees have earned in the current and
prior periods, discounting that amount and deducting the fair value of any plan assets. The calculation of
defined benefit obligation is performed annually by a qualified actuary using the projected unit credit
method.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return
on plan assets (excluding interest) are recognised in other comprehensive income. The Group determines
the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the
discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-
net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset)
during the period as a result of contributions and benefit payments. Net interest expense and other expenses
related to defined benefit plans are recognised in Restated Consolidated Statement of Profit and Loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that
relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is
recognised immediately in Restated Consolidated Statement of Profit or Loss. The Group recognises gains
and losses on the settlement of a defined benefit plan when the settlement occurs.
Other long-term employee benefits
The liabilities for compensated absences are expected to be settled wholly within 12 months after the end of
the period in which the employees render the related service. They are therefore measured as the present
value of expected future payments to be made in respect of services provided by employees up to the end of
the reporting period using the projected unit credit method. This is as per the policy of the Holding Company.
The benefits are discounted using the market yields at the end of the reporting period that have terms
approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments
and changes in actuarial assumptions are recognised in Restated Consolidated Statement of Profit & Loss.
Share based payments
Employees of the Company receive remuneration in the form of share-based payments in consideration of
the services rendered, under “Crystal Crop Protection Limited - Employee Stock Option Plan 2011” and
“Crystal Crop Protection Limited - Employee Stock Option Plan 2018”. Under the equity settled share-based
payment, the fair value of options granted is recognized as an employee benefits expense with a
corresponding increase in other equity. The total amount to be expensed is determined by reference to the
554fair value of the options. The total expense is recognized over the vesting period, which is the period over
which all of the specified vesting conditions are to be satisfied. Upon exercise of share options, the proceeds
received are allocated to share capital up to the par value of the shares issued with any excess being recorded
as share premium.
For cash-settled share-based payments, the fair value of the amount payable to employees is recognised as
‘employee benefit expenses’ with a corresponding increase in liabilities, over the period/year of non-market
vesting conditions getting fulfilled. The liability is remeasured at each reporting period up to, and including
the settlement date, with changes in fair value recognised in employee benefits expenses."
(m) Finance costs
Finance costs consist of interest and other costs that an entity incurs in connection with the borrowing of
funds. Finance cost also includes exchange differences to the extent regarded as an adjustment to the finance
costs. Finance costs that are directly attributable to the construction or production or development of a
qualifying asset are capitalized as part of the cost of that asset. Qualifying assets are assets that necessarily
take a substantial period of time to get ready for their intended use or sale. All other finance costs are
expensed in the period in which they occur.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the finance costs eligible for capitalization. Any difference between the
proceeds (net of transaction costs) and the redemption amount is recognised in the Restated Consolidated
Statement of Profit and Loss over the period of the borrowings using the effective interest method. Ancillary
costs incurred in connection with the arrangement of borrowings are amortised over the period of such
borrowings.
Interest expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that
exactly discounts estimated future cash payments or receipts through the expected life of the financial
instrument to:
− the gross carrying amount of the financial asset; or
− the amortised cost of the financial liability.
(n) Income tax
Income tax expense comprises current and deferred tax. It is recognised in Restated Consolidated Statement
of Profit and Loss except to the extent that it relates to a business combination, or items recognised directly
in equity or in OCI.
i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the period/
year and any adjustment to the tax payable or receivable in respect of previous years. The amount of
current tax payable or receivable is the best estimate of the tax amount expected to be paid or received
after considering uncertainty related to income taxes, if any. It is measured using tax rates enacted or
substantively enacted by the reporting date.
Current tax assets and liabilities are offset only if, the Group:
− has a legally enforceable right to set off the recognised amounts; and
− intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii) Deferred tax
Deferred tax is recognised in respect of taxable/ deductible temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits.
Deferred tax is not recognised for:
555taxable/ deductible temporary differences arising on the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable profit or
loss at the time of the transaction;
taxable/ deductible temporary differences arising on the initial recognition of goodwill.
Deferred tax assets (DTA) paid in accordance with the Income-tax Act, 1961 prevalent in India, which
is likely to give future economic benefits in the form of availability of set off against future income tax
liability.
Deferred tax assets are recognised for unused tax losses, unused tax credits and taxable/ deductible
temporary differences to the extent that it is probable that future taxable profits will be available against
which they can be used. Unrecognised deferred tax assets are reassessed at each reporting date and
recognised to the extent that it has become probable that future taxable profits will be available against
which they can be used. Deferred tax is measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on the laws that have been enacted or
substantively enacted by the reporting date. The measurement of deferred tax reflects the tax
consequences that would follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if, the Group:
− has a legally enforceable right to set off the recognised amounts; and
− intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously
(o) Leases
The Group’s lease arrangements are primarily in respect of land, buildings/ warehouses and vehicles. Such
arrangements are generally for a fixed period but may have extension or termination options.
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Group assesses whether: (i) the contact involves the use of an identified asset (ii) the Group has
substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the
Group has the right to direct the use of the asset.
As a lessee, the Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The
estimated useful lives of right-of-use assets are determined on the same basis as those of property and
equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the fixed payments.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option.
556The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have
a lease term of 12 months or less and leases of low-value assets. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
(p) Segment reporting
The operating segments used to present segment information are identified on the basis of internal reports
used by the Group’s Management to allocate resources to the segments and assess their performance. The
Board of Directors of the Holding Company is collectively the Group’s ‘Chief Operating Decision Maker’
or ‘CODM’ within the meaning of Ind AS 108.
(q) Government grants
Government grants for capital assets are recognised initially as deferred income at fair value when there is
reasonable assurance that they will be received and the Group will comply with the conditions associated
with the grant; they are then recognised in Restated Consolidated Statement of Profit and Loss as other
operating revenue on a systematic basis.
Grants that compensate the Group for expenses incurred are recognised in Restated Consolidated Statement
of Profit and Loss as other operating revenue on a systematic basis in the periods in which such expenses are
recognized.
(r) Earnings per share
Basic earnings per share is computed by dividing the net profit for the period/years attributable to the equity
shareholders of the Holding Company by the weighted average number of equity shares outstanding during
the period and adjusted for treasury shares held. The weighted average number of equity shares outstanding
during the period and for all periods presented is adjusted for events, such as bonus shares, other than the
conversion of potential equity shares that have changed the number of equity shares outstanding, without a
corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit for the period/years attributable to
equity shareholders and the weighted average number of shares outstanding during the period/years is
adjusted for the effects of all dilutive potential equity shares.
(s) Measurement of fair values
A number of the accounting policies and disclosures require measurement of fair values, for both financial
and non-financial assets and liabilities.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the
valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group has an established control framework with respect to the measurement of fair values. This
includes a finance team that has overall responsibility for overseeing all significant fair value measurements,
including Level 3 fair values.
The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party
information is used to measure fair values, then the finance team assesses the evidence obtained from the
third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the
level in the fair value hierarchy in which the valuations should be classified.
557When measuring the fair value of an asset or a liability, the Group uses observable market data as far as
possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the
fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the
fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting
period/years during which the change has occurred. Further information about the assumptions made in
measuring fair values used in preparing this Restated Consolidated Financial Information is included in the
respective notes.
(t) Significant estimates and judgements
The preparation of this Restated Consolidated Financial Information requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimates are revised and in any future periods affected. In
particular, information about significant areas of estimation uncertainty and critical judgments in applying
accounting policies that have the most significant effect on the amounts recognized in the Restated
Consolidated Financial Information is included in the following notes:
Recognition and estimation of tax expense including Estimate
deferred tax
Assessment of useful life of property, plant and equipment Estimate
and intangible assets
Judgment required to ascertain lease classification, lease Estimate
term, incremental borrowing rate, lease and non-lease
component and impairment of ROU
Estimation of assets and obligations relating to employee Estimate
benefits
Fair value measurement of financial instruments (including Estimate
CCD)
Business combination (including purchase price Estimate
allocation)
Measurement of share based payments Estimate
Estimated impairment of financial assets and non-financial
assets (goodwill, property, plant and equipment, CWIP, Judgements
intangibles, intangibles under development)
Valuation of inventories Judgements
Recognition and measurement of contingent liabilities Judgements
Judgment is required to ascertain whether it is probable or
not that an outflow of resources embodying economic
Judgements
benefits will be required to settle the taxation disputes and
legal claim.
Provisions Judgements
(u) Foreign currency translation
a) Transactions and balances
Transactions in foreign currencies are translated into the functional currency at the exchange rate at the dates
of the transactions or an average rate if the average rate approximates the actual rate at the date of the
transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency
at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value
in a foreign currency are translated into the functional currency at the exchange rate when the fair value was
determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction. Exchange differences are
558recognised in profit or loss, except exchange differences arising from the translation of the following items
which are recognised in OCI.
- equity investments at fair value through OCI;
- a financial liability designated as a hedge of the net investment in a foreign operation to the extent that
the hedge is effective;
- qualifying cash flow hedges to the extent that the hedges are effective.
b) Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
Share capital and opening reserves and surplus are carried at historical cost.
All assets and liabilities, both monetary and non-monetary (excluding share capital, opening reserves and
surplus) are translated using closing rates at Balance Sheet date.
Profit and Loss items are translated at the annual average rate or the exchange rate that approximates the
actual exchange rate on date of specific transaction.
Contingent liabilities are translated at the closing rates at Balance sheet date.
All resulting exchange differences are recognised in Other Comprehensive Income.
When a foreign operation is sold, the associated cumulative exchange differences are reclassified to profit
or loss, as part of the gain or loss on sale.
The items of Restated Consolidated Cash Flow Statement are translated at the respective annual average
rates or the exchange rate that approximates the actual exchange rate on date of specific transaction. The
impact of changes in exchange rate on cash and cash equivalents held in foreign currency is included in
effect of exchange rate changes.
(v) Research and development
Expenditure on research is expensed off under the respective heads of account in the period in which it is
incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the
production of new or substantially improved products and processes, is capitalised, if the cost can be reliably
measured, the product or process is technically and commercially feasible and the Group has sufficient
resources to complete the development and right to use the asset. The expenditure capitalised includes the
cost of materials, direct labour and an appropriate proportion of overheads that are directly attributable to
preparing the asset for its intended use. Other development expenditure is recognised in the Restated
Consolidated Statement of Profit and Loss as an expense as incurred.
Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses.
Fixed assets used for research and development are depreciated in accordance with the Group’s policy as
stated above.
Materials identified for use in research and development process are carried as inventories and charged to
the Restated Consolidated Statement of Profit and Loss on consumption of such materials for research and
development activities.
(w) Business combination and goodwill
The Group accounts for the business combinations, other than those under common control transactions,
using the acquisition method under the provisions of Ind AS 103, Business Combinations, when control is
transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value
559as at the date the control is acquired (‘acquisition date’), as are the net identifiable assets (tangible and
intangible assets) acquired and any non-controlling interest in the acquired business, if any. Transaction costs
are expensed as incurred, except to the extent related to the issue of debt or equity securities.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over
the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified
all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value
of net assets acquired over the aggregate consideration transferred, then the gain is recognized in Other
Comprehensive Income (‘OCI’) and accumulated in equity as capital reserve. However, if there is no clear
evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without
routing the same through OCI.
Any goodwill that arises is tested for impairment at least on an annual basis, based on a number of factors,
including operating results, business plans and future cash flows.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships
with the acquirer. Such amounts are generally recognized in the Restated Consolidated Statement of Profit
and Loss."
(x) Dividend distribution
The Holding Company recognizes a liability to make the payment of dividend to owners of equity, when the
distribution is authorised and the distribution is no longer at the discretion of the Holding Company. As per
the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A
corresponding amount is recognized directly in equity.
(y) Treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own
equity instruments. Any difference between the carrying amount and the consideration, if reissued, is
recognised in other equity.
(z) Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended
31 March 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to Ind AS 116 –
Leases, relating to sale and lease back transactions, applicable from 01 April 2024. The Holding Company
has assessed that there is no significant impact on its Restated Consolidated Financial Information.
On 09 May 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange
Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and
estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for
annual periods beginning on or after 01 April 2025. The Company is currently assessing the probable impact
of these amendments on its Restated Consolidated Financial Information.
(aa) Recent accounting pronouncements
Amendment to Accounting Standards (Ind AS) issued but not yet effective
The Ministry of Corporate Affairs notifies new standards or amendment to existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. There is amendment to ‘Ind
AS 1 - Classification of Liabilities’ and certain provisions (e.g., paragraphs 74, 75, 75A, and 76) will be
applicable from 1 April 2026.
560Standards issued/amended and became effective
The Ministry of Corporate Affairs notified new standards or amendment to existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. The Holding Company has
applied following amendments for the first time during the current period which are effective from 1 April
2025:
Amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates
The Effects of Changes in Foreign Exchange Rates specify how an entity should assess whether a currency
is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The
amendments also require disclosure of information that enables users to understand how the currency
not being exchangeable into the other currency affects, or is expected to affect, the entity's financial
performance, financial position and cash flows.
Amendments to Ind AS 1 - Classification of Liabilities
The amendments to Ind AS 1 clarify the classification of liabilities as current or non-current, particularly in
the context of loan arrangements and covenant breaches. An entity must have a substantive right to defer
settlement for at least 12 months after the reporting period. Breach of a material covenant before the
reporting date results in classification as current unless a grace period is granted by the lender before the
reporting date. Disclosure of covenant terms and potential compliance risks is required.
Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
The amendments introduce new disclosure requirements for supplier finance arrangements. Entities are
required to disclose the terms and conditions of such arrangements, the carrying amounts of liabilities under
these arrangements, payment due date ranges, and non-cash changes. Comparative disclosures are not
required for periods prior to adoption.
Amendments to Ind AS 10 – Events After Reporting Period
The amendments clarify that covenant breaches and rectifications occurring after the reporting date are
considered non-adjusting events. This ensures that such events do not affect the classification of liabilities
as of the reporting date.
The Group has reviewed the new pronouncements and based on its evaluation has determined that these
amendments do not have a significant impact on the Restated Consolidated Financial Information.
NON-GAAP FINANCIAL MEASURES
Certain non-generally accepted accounting principles (“Non-GAAP”) financial measures, and certain other
statistical information relating to our operations and financial performance, such as EBITDA, EBITDA Margin
(%), Adjusted EBITDA, Adjusted EBITDA Margin (%), PAT Margin (%), Gross Margin, Gross Margin (%), Net
Debt to Equity, Net Worth, Return on Net Worth (%), Net Asset Value per Equity Share, Return on Equity (%),
Return on Capital Employed (%), Adjusted Return on Capital Employed, Net Working Capital Days and other
industry measures (“Non-GAAP Measures”) presented in this Draft Red Herring Prospectus are a supplemental
measure of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS
or U.S. GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or
liquidity under Ind AS and should not be considered in isolation or construed as an alternative to cash flows,
profit/(loss) for the year 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. In addition, the Non-GAAP Measures as used by the Company and their definition as
set out herein, 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 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 they are widely used measures to evaluate a
company’s operating performance. See, “Risk Factors – We track certain operational metrics and non-GAAP
measures for our operations. Certain operational metrics are subject to inherent challenges in measurement
in such metrics may adversely affect our business and reputation” on page 81.
561For reconciliation of the Non-GAAP Measures included in this Draft Red Herring Prospectus, see, “Other
Financial Information – Reconciliation of Non-GAAP Measures” on page 530.
PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE
Income
Our total income consists of revenue from operations and other income.
Revenue from operations: Revenue from operations comprises revenue from sale of products, sale of services and
other operating revenue.
Revenue from sale of products comprises revenues from manufactures goods and traded goods (including raw
materials sold as traded stock).
Revenue from sale of services comprises revenues from royalty income and service income.
Other operating revenue comprises goods and services tax incentives, export incentive and unwinding of deferred
income, which includes government grants.
Other Income: Other income comprises interest income from bank deposits at amortised cost, income tax refund
and others, dividend income, fair value gain on derivate, amongst others, profit on sale of investments, net gain
on disposal of property, plant and equipment, net gain on foreign currency transaction and translation,
miscellaneous income and liabilities no longer required written back.
Expenses
Our total expenses comprise cost of raw materials consumed, purchase of stock-in trade, changes in inventories
of finished goods, stock-in trade and work-in progress, employee benefits expenses, finance costs, depreciation
and amortization expenses, impairment of non-financial assets and other expenses.
Cost of raw material consumed: Cost of raw materials consumed comprises (i) the value of raw material inventory
at the beginning of the period/year along with the value of raw material purchased during the period/year less the
value of raw material inventory at the end of the period/year; and (ii) the value of packaging material at the
beginning of the period/year along with the value of packaging material purchased during the period/year less the
value of packaging material at the end of the period/year
Purchases of stock-in-trade: Purchases of stock-in-trade primarily comprised costs on account of purchases of
finished goods comprising third party finished goods that we purchase and then resell.
Changes in inventories of finished goods, stock-in-trade and work-in-progress: Changes in inventories of finished
goods, stock-in-trade and work-in-progress represent the costs attributable to the difference in inventories at the
start of the Financial Year and the end of the Financial Year.
Employee benefit expenses: Employee benefit expenses consists of salaries, wages, bonus and other allowance;
contributions to provident and other funds; gratuity expenses; compensated absences; employee stock option
expenses and staff welfare expenses.
Finance costs: Finance costs comprises interest on borrowings, lease liabilities, costs relating to supplier financing
arrangement, delayed payment of income tax, partner capital in subsidiary LLPs and other interest, exchange
differences regarded as an adjustment to borrowing cost, amortisation of deferred and contingent consideration
and other borrowing costs.
Depreciation and amortization expenses: Depreciation and amortization expenses consists of depreciation on
property, plant and equipment, amortization of intangible assets, depreciation on right of use assets and
depreciation of investment properties. Depreciation on property, plant and equipment (other than freehold/
leasehold land and leasehold improvement) is provided on the written down value method computed on the basis
of useful life prescribed in Schedule II to the Companies Act, 2013 (‘Schedule II’) from the date the asset is ready
562to put to use. Considering the applicability of Schedule II, in respect of certain class of assets, we assess the useful
lives lower than as prescribed in Schedule II, based on the technical assessment.
Other expenses: Other expenses primarily consist of packaging expense, electricity, power and fuel expenses, rent
expenses, expenditure on repairs and maintenance, insurance expense, rates and taxes charges, legal and
professional fees, freight and cartage outward charges, expenditure towards advertisement and business
promotion, commission expenses, travelling and conveyance charges, communication expenses, product
registration expenses, donations made, sitting fee/commission paid to non-executive directors, remuneration of
auditors, net loss on foreign currency transaction and translation (other than finance cost), change in fair value of
CCDs, fair value loss on derivative, allowance for doubtful debts, bad debts written off, allowances for doubtful
advances, field assistant expenses, advances written off, bank charges, loss on sale of investment, loss on
modification of leases, expenditure towards corporate social responsibility, payment towards royalty, claim and
compensation expenses and miscellaneous expenses.
TAX EXPENSES
Our tax expense represents the tax payable on the taxable income in the period/year based on the applicable
income tax rate adjusted by income tax payable for earlier years and deferred tax charges or credit (reflecting the
tax effects of timing differences between accounting income and taxable income for the period/year). Tax expense
on total income for the six months ended September 30, 2025 and for the Financial Years ended March 31, 2025,
March 31, 2024 and March 31, 2023 amounted to ₹536.07 million, ₹490.14 million, ₹189.79 million and ₹292.68
million, respectively.
Deferred tax charges or credits and the corresponding deferred tax liabilities or assets are recognized using the tax
rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date and are expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled
or the asset realized. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax is reviewed at each balance sheet date and written down or written up to reflect the amount that is
reasonably certain, as the case may be, to be realized.
OUR RESULTS OF OPERATIONS
The following table sets out select financial information derived from our restated statement of profit and loss for
the six months ended September 30, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and
March 31, 2023, the components of which are also expressed as a percentage of total income for such years/
period:
Six months ended Financial Year ended Financial Year ended Financial Year ended
September 30, 2025 March 31, March 31, March 31,
2025 2024 2023
(in ₹ (% of Total (in ₹ (% of Total (in ₹ (% of Total (in ₹ (% of Total
million) Income) million) Income) million) Income) million) Income)
Income:
Revenue from operations 19,780.45 99.11 26,905.10 98.48 22,299.27 98.16 25,132.98 99.23
Sale of products
- Manufactured goods 12,988.31 65.08 18,979.31 69.47 16,378.22 72.10 16,736.33 66.08
- Traded goods* 6,122.96 30.68 7,604.54 27.84 5,818.28 25.61 8,300.90 32.77
Sale of services
- Royalty income 605.45 3.03 216.72 0.79 - - - -
- Service income 41.61 0.21 9.17 0.03 - - - -
Other operating revenue
- Goods and service tax 20.61 0.10 90.47 0.33 97.84 0.43 60.62 0.24
incentives
- Unwinding of deferred 0.21 - 0.90 - 1.03 - 0.75 -
income – Government
grants
- Export incentives 1.30 0.01 3.99 0.01 3.90 0.02 34.38 0.14
Other income 178.15 0.89 414.26 1.52 417.86 1.84 195.88 0.77
Total Income 19,958.60 100.00 27,319.36 100.00 22,717.13 100.00 25,328.86 100.00
Expenses:
563Six months ended Financial Year ended Financial Year ended Financial Year ended
September 30, 2025 March 31, March 31, March 31,
2025 2024 2023
(in ₹ (% of Total (in ₹ (% of Total (in ₹ (% of Total (in ₹ (% of Total
million) Income) million) Income) million) Income) million) Income)
Cost of raw material 13,266.41 66.47 17,058.09 62.44 14,229.06 62.64 16,839.62 66.48
consumed
Purchase of stock-in trade 1,006.67 5.04 1,487.27 5.44 1,217.77 5.36 1,933.95 7.64
Changes in inventories of (1,866.67) (9.35) (865.97) (3.17) (81.96) (0.36) (564.66) (2.23)
finished goods, stock-in-
trade and work-in-progress
Employee benefits expense 1,414.67 7.09 2,221.87 8.13 1,715.83 7.55 1,437.66 5.68
Finance costs 474.76 2.38 617.94 2.26 490.39 2.16 532.78 2.10
Depreciation and 963.87 4.83 1,271.31 4.65 955.92 4.21 923.02 3.64
amortisation expense
Impairment of non- - - 1.73 0.01 - - - -
financial assets
Other Expenses 2,627.13 13.16 3,851.08 14.10 3,127.96 13.77 3,167.81 12.51
Total expenses 17,886.84 89.62 25,643.32 93.87 21,654.97 95.32 24,270.18 95.82
Profit before share of 2,071.62 10.38 1,676.04 6.13 1,062.16 4.68 1,058.68 4.18
loss of associate and tax
- Share of loss of 0.58 - 1.98 0.01 - - - -
associates
Profit before tax 2,071.18 10.38 1,674.06 6.13 1,062.16 4.68 1,058.68 4.18
Tax expense
Current tax 676.98 3.39 463.76 1.70 334.15 1.47 183.20 0.72
Tax adjustment for earlier 25.83 0.13 0.18 - (86.65) (0.38) (1.69) (0.01)
years
Deferred tax (166.74) (0.84) 26.20 0.10 (57.71) (0.25) 111.17 0.44
charge/(credit)
Total income tax expense 536.07 2.69 490.14 1.79 189.79 0.84 292.68 1.16
Profit for the period/year 1,535.11 7.69 1,183.92 4.33 872.37 3.84 766.00 3.02
*Includes raw materials sold as traded stock amounting to ₹4,488.19 million, ₹7,361.58 million, ₹5,168.59 million and ₹6,442.31 million in the six months period ended
September 30, 2025 and in the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively.
Financial Year 2025 compared to Financial Year 2024
Total Income
Our total income increased by 20.26% to ₹27,319.36 million for the Financial Year 2025 from ₹22,717.13 million
for the Financial Year 2024, primarily due to increase in our revenue from operations.
Revenue from Operations
Revenue from operations increased by ₹4,605.83 million or 20.65% to ₹26,905.10 million for the Financial Year
2025 from ₹22,299.27 million for the Financial Year 2024, primarily due to an increase in sale of products by
₹4,387.35 million and ₹225.89 million increase in sale of services.
Sale of products
Our revenue from sale of products increased by ₹4,387.35 million or 19.77% to ₹26,583.85 million for Financial
Year 2025 from ₹22,196.50 million for Financial Year 2024. This was primarily due to increase in:
(i) sale of manufactured goods to our customers under the domestic branded crop protection products and
natural crop solutions business to ₹13,599.08 million for Financial Year 2025 from ₹10,879.75 million for
Financial Year 2024 due to launch of new products and higher volume growth;
(ii) sale of manufactured goods to our customers under the domestic branded seeds business to ₹4,263.96 million
for Financial Year 2025 from ₹3,265.48 million for Financial Year 2024 due to acquisition of vegetable and
flower seeds business, “Sadanand” brand in cotton seeds and volume growth across all crops; and
564(iii) sale of traded goods, including raw materials sold as traded stock, to our customers under the domestic
corporate crop protection products and natural crop solutions business to ₹8,017.79 million for Financial
Year 2025 from ₹7,021.42 million for Financial Year 2024.
Sale of services
Our revenue from sale of services increased by ₹225.89 million or 100.00% to ₹225.89 million for Financial Year
2025 from Nil for Financial Year 2024. This was primarily due to increase in:
(i) royalty income to ₹216.72 million for Financial Year 2025 from Nil for Financial Year 2024 due to royalty
received from Bayer AG; and
(ii) service income to ₹9.17 million for Financial Year 2025 from Nil for Financial Year 2024 due to rent received
from boom sprayers.
Other operating revenue
Other operating revenue decreased by ₹7.41 million or 7.21% to ₹95.36 million for the Financial Year 2025 from
₹102.77 million for the Financial Year 2024 primarily due to decrease in (i) goods and service tax incentives to
₹90.47 million for the Financial Year 2025 from ₹97.84 million for the Financial Year 2024; and (ii) unwinding
of deferred incomes – government grants to ₹0.90 million for the Financial Year 2025 from ₹1.03 million for the
Financial Year 2024. This was partially offset by increase in export incentives to ₹3.99 million for the Financial
Year 2025 from ₹3.90 million for the Financial Year 2024.
Other Income
Other income decreased by ₹3.60 million or 0.86% to ₹414.26 million for the Financial Year 2025 from ₹417.86
million for the Financial Year 2024, primarily due an decrease in (i) interest income on bank deposit at amortised
cost to ₹47.79 million for the Financial Year 2025 from ₹48.22 million for the Financial Year 2024; (ii) interest
income on income tax refund to ₹10.32 million for the Financial Year 2025 from ₹28.36 million for the Financial
Year 2024; (iii) interest income on financial assets carried at amortised cost to ₹60.82 million for the Financial
Year 2025 from ₹92.34 million for the Financial Year 2024; (iv) change in fair value of CCDs carried at fair value
through profit or loss to Nil for the Financial Year 2025 from ₹29.91 million for the Financial Year 2024; (v) fair
value income on derivative (foreign exchange forward contract) to Nil for the Financial Year 2025 from ₹2.09
million for the Financial Year 2024; (vi) fair value income on derivative (currency swap) to Nil for the Financial
Year 2025 from ₹42.89 million for the Financial Year 2024; (vii) fair value income on derivative (future) to Nil
for the Financial Year 2025 from ₹12.98 million for the Financial Year 2024; and (viii) net profit on sale of
property, plant and equipment to Nil for the Financial Year 2025 from ₹12.37 million for the Financial Year 2024.
This was partially offset by increase in (a) recovery of penal interest on overdue trade receivables to ₹19.22 million
for the Financial Year 2025 from ₹17.28 million for the Financial Year 2024; (b) interest income on bonds at
amortised cost to ₹10.34 million for the Financial Year 2025 from ₹7.51 million for the Financial Year 2024; (c)
change in fair value of quoted mutual fund carried at fair value through profit or loss to ₹18.14 million for the
Financial Year 2025 from ₹8.95 million for the Financial Year 2024; (d) profit on sale of investments to ₹131.50
million for the Financial Year 2025 from ₹80.49 million for the Financial Year 2024; (e) net gain on foreign
currency transaction and translation (other than considered as finance cost) to ₹78.58 million for the Financial
Year 2025 from ₹4.80 million for the Financial Year 2024; (f) liabilities no longer written back to ₹16.43 million
for the Financial Year 2025 from ₹12.65 million for the Financial Year 2024; and (g) miscellaneous income to
₹21.12 million for the Financial Year 2025 from ₹17.02 million for the Financial Year 2024.
Expenses
Our total expenses increased by ₹3,988.35 million or 18.42% to ₹25,643.32 million for the Financial Year 2025
from ₹21,654.97 million for the Financial Year 2024, due to increase in cost of materials consumed, purchase of
stock-in-trade, changes in inventories of finished goods, stock-in-trade and work-in-progress, employee benefit
expenses, finance costs, depreciation and amortization expense, impairment of non-financial assets and other
expenses.
565Cost of materials consumed
Cost of materials consumed increased by ₹2,829.03 million or 19.88% to ₹17,058.09 million for the Financial
Year 2025 from ₹14,229.06 million for the Financial Year 2024, primarily due to an increase in revenue generated
from:
(i) sale of manufactured goods to ₹18,979.31 million for the Financial Year 2025 from ₹16,378.22 million for
the Financial Year 2024; and
(ii) sale of raw material sold as traded stock to ₹7,361.58 million for the Financial Year 2025 from ₹5,168.59
million for the Financial Year 2024.
Purchase of stock-in-trade
Purchase of stock-in-trade increased by ₹269.50 million or 22.13% to ₹1,487.27 million for the Financial Year
2025 from ₹1,217.77 million for the Financial Year 2024, primarily due to an increase in revenue generated from
sale of traded goods, including raw materials sold as traded stock, to ₹7,604.54 million for the Financial Year
2025 from ₹5,818.28 million for the Financial Year 2024.
Changes in inventories of finished goods, stock-in-trade and work in progress
Changes in inventories of finished goods, stock-in-trade and work in progress increased by ₹(784.01) million or
956.58% to ₹(865.97) million for the Financial Year 2025 from ₹(81.96) million for the Financial Year 2024,
reflecting higher consumption of finished goods to meet the demand of kharif season in Financial Year 2025.
Employee benefit expenses
Employee benefit expenses increased by ₹506.04 million or 29.49% to ₹2,221.87 million for the Financial Year
2025 from ₹1,715.83 million for the Financial Year 2024, due to an increase in (i) salaries, wages, bonus and other
allowances to ₹2,014.19 million for the Financial Year 2025 from ₹1,568.17 million for the Financial Year 2024
due to expansion of our technicals manufacturing units, expansion of domestic branded crop protection products
and natural crop solutions business and seed business and annual increments of employees; (ii) contribution to
provident and other funds to ₹103.76 million for the Financial Year 2025 from ₹74.80 million for the Financial
Year 2024; (iii) gratuity expenses to ₹28.78 million for the Financial Year 2025 from ₹25.22 million for the
Financial Year 2024; (iv) employee stock option expenses to ₹3.03 million for the Financial Year 2025 from ₹0.59
million for the Financial Year 2024; and (v) staff welfare expenses to ₹44.61 million for the Financial Year 2025
from ₹25.92 million for the Financial Year 2024.
Finance cost
Finance cost increased by ₹127.55 million or 26.01% to ₹617.94 million for the Financial Year 2025 from ₹490.39
million for the Financial Year 2024. This increase in finance cost is primarily attributable to increase in (i) interest
on borrowings to ₹296.42 million for the Financial Year 2025 from ₹247.59 million for the Financial Year 2024;
(ii) interest on lease liabilities to ₹34.60 million for the Financial Year 2025 from ₹32.72 million for the Financial
Year 2024; (iii) interest cost relating to supplier financing arrangement to ₹59.19 million for the Financial Year
2025 from ₹10.85 million for the Financial Year 2024; (iv) interest on delayed payment of income tax to ₹0.74
million for the Financial Year 2025 from ₹0.34 million for the Financial Year 2024; and (v) other borrowing cost
to ₹50.07 million for the Financial Year 2025 from ₹12.47 million for the Financial Year 2024. This was partially
offset by decrease in (a) interest on partners capital in subsidiary (which are limited liability partnerships) to Nil
for the Financial Year 2025 from ₹8.83 million for the Financial Year 2024; and (b) interest on others to ₹27.23
million for the Financial Year 2025 from ₹27.27 million for the Financial Year 2024.
Depreciation and amortization expense
Our depreciation and amortization expense increased by ₹315.39 million or by 32.99% to ₹1,271.31 million for
the Financial Year 2025 from ₹955.92 million for the Financial Year 2024. This increase was primarily due to
depreciation on account of purchase of asset for ethoxysulfuron asset from Bayer AG and flower and vegetable
seeds business.
566Impairment on non-financial assets
Impairment on non-financial assets increased by ₹1.73 million or by 100.00% to ₹1.73 million for the Financial
Year 2025 from Nil for the Financial Year 2024. This increase was primarily due to impairment of goodwill on
Saffire.
Other Expenses
Other expenses increased by ₹723.12 million or 23.12% to ₹3,851.08 million for the Financial Year 2025 from
₹3,127.96 million for the Financial Year 2024 primarily due to (i) packing expense to ₹356.12 million for the
Financial Year 2025 from ₹305.53 million for the Financial Year 2024 due to increase in revenue from sale of
products; (ii) electricity, power and fuel expenses to ₹166.62 million for the Financial Year 2025 from ₹138.25
million for the Financial Year 2024; (iii) rent expense to ₹81.09 million for the Financial Year 2025 from ₹79.55
million for the Financial Year 2024; (iv) repairs and maintenance charges to ₹163.36 million for the Financial
Year 2025 from ₹102.87 million for the Financial Year 2024; (v) charges on rates and taxes to ₹63.31 million for
the Financial Year 2025 from ₹49.30 million for the Financial Year 2024; (vi) legal and professional expenses to
₹140.42 million for the Financial Year 2025 from ₹132.02 million for the Financial Year 2024; (vii) charges on
freight and cartage outward to ₹470.18 million for the Financial Year 2025 from ₹457.92 million for the Financial
Year 2024; (viii) expenses on advertisement and business promotion to ₹461.10 million for the Financial Year
2025 from ₹297.41 million for the Financial Year 2024; (ix) travelling and conveyances expenses to ₹507.83
million for the Financial Year 2025 from ₹408.04 million for the Financial Year 2024; (x) communication
expenses to ₹13.38 million for the Financial Year 2025 from ₹10.07 million for the Financial Year 2024; (xi)
production registration expenses to ₹91.46 million for the Financial Year 2025 from ₹70.99 million for the
Financial Year 2024; (xii) donation made to ₹0.17 million for the Financial Year 2025 from ₹0.07 million for the
Financial Year 2024; (xiii) sitting fees/commission paid to non-executive directors to ₹5.48 million for the
Financial Year 2025 from ₹5.10 million for the Financial Year 2024; (xiv) filed assistant expenses to ₹666.45
million for the Financial Year 2025 from ₹556.53 million for the Financial Year 2024; (xv) change in fair value
of compulsorily convertible debentures carried at fair value through profit or loss to ₹73.52 million for the
Financial Year 2025 from Nil for the Financial Year 2024; (xvi) fair value loss on derivative (forward contract)
to ₹29.98 million for the Financial Year 2025 from Nil for the Financial Year 2024; (xvii) allowances for doubtful
debts to ₹121.95 million for the Financial Year 2025 from ₹115.80 million for the Financial Year 2024; (xviii)
bad debts written off to ₹4.58 million for the Financial Year 2025 from Nil for the Financial Year 2024; (xix)
allowances for doubtful advances to ₹2.45 million for the Financial Year 2025 from Nil for the Financial Year
2024; (xx) bank charges to ₹7.32 million for the Financial Year 2025 from ₹6.18 million for the Financial Year
2024; (xxi) loss on sale of property, plant and equipment (net) to ₹2.85 million for the Financial Year 2025 from
Nil for the Financial Year 2024; (xxii) claims and compensation expenses to ₹66.91 million for the Financial Year
2025 from ₹2.92 million for the Financial Year 2024; and (xxiii) miscellaneous expenses to ₹144.56 million for
the Financial Year 2025 from ₹144.52 million for the Financial Year 2024. This was partially offset by decrease
in (a) insurance expenses to ₹102.63 million for the Financial Year 2025 from ₹103.20 million for the Financial
Year 2024; (b) commission expenses to ₹62.20 million for the Financial Year 2025 from ₹73.70 million for the
Financial Year 2024; (c) advances written off to ₹2.13 million for the Financial Year 2025 from ₹5.66 million for
the Financial Year 2024; (d) expenses on corporate social responsibility to ₹33.21 million for the Financial Year
2025 from ₹34.77 million for the Financial Year 2024; and (e) royalty paid to ₹9.82 million for the Financial Year
2025 from ₹27.56 million for the Financial Year 2024.
Profit before share of loss of associate and tax
For the reasons discussed above, our profit before share of associates and tax was ₹1,676.04 million in Financial
Year 2025 compared to ₹1,062.16 million in Financial Year 2024.
Profit before tax
Our profit before tax was ₹1,674.06 million in Financial Year 2025 compared to ₹1,062.16 million in Financial
Year 2024 on account of reasons discussed above and increase in share of loss of associate to ₹1.98 million for
the Financial Year 2025 from Nil for the Financial Year 2024.
Tax Expense
Current tax expenses increased to ₹463.76 million in Financial Year 2025 from ₹334.15 million in Financial Year
2024 and deferred tax charge decreased to a debit of ₹26.20 million in Financial Year 2025 from a credit of
567₹(57.71) million in Financial Year 2024. Tax adjustment for earlier years decreased to ₹0.18 million in Financial
Year 2025 from ₹(86.65) million in Financial Year 2024.
Profit for the year
For the various reasons discussed above, we reported a profit for the year of ₹1,183.92 million for the Financial
Year 2025 as compared to a reported profit for the year of ₹872.37 million for the Financial Year 2024.
Financial Year 2024 compared to Financial Year 2023
Total Income
Our total income decreased by 10.31% to ₹22,717.13 million for the Financial Year 2024 from ₹25,328.86 million
for the Financial Year 2024, primarily due to decrease in our revenue from operations.
Revenue from Operations
Revenue from operations decreased by ₹2,833.71 million or 11.27% to ₹22,299.27 million for the Financial Year
2024 from ₹25,132.98 million for the Financial Year 2023, primarily due to an decrease in sale of products by
₹1,758.34 million and non-operational business of 13 limited liability partnership to ₹1,083.07 million.
Sale of products
Our revenue from sale of products decreased by ₹2,840.73 million or 11.35% to ₹22,196.50 million for Financial
Year 2024 from ₹25,037.23 million for Financial Year 2023. This was primarily due to decrease in:
(i) sale of manufactured goods to our customers under the domestic branded crop protection products and
natural crop solutions business to ₹10,879.75 million for Financial Year 2024 from ₹11,539.88 million for
Financial Year 2023 due to lower volume and realisation in few products;
(ii) sale of traded goods (which includes raw materials sold as traded stock) to our customers under the domestic
corporate crop protection products and natural crop solutions business to ₹7,021.42 million for Financial
Year 2024 from ₹8,654.28 million for Financial Year 2023; and
(iii) non-operational of business of 13 limited liability partnership firms (which were classified as the step-down
subsidiaries) to ₹374.28 million for Financial Year 2024 from ₹1,457.35 million for Financial Year 2023.
This was partially offset by increase in sale of manufactured goods to our customers under the domestic branded
seeds business to ₹3,265.48 million for Financial Year 2024 from ₹2,772.32 million for Financial Year 2023 due
to higher volume growth across all crops.
Sale of services
There was no revenue from sale in services in Financial Years 2024 and 2023.
Other operating revenue
Other operating revenue increased by ₹7.02 million or 7.33% to ₹102.77 million for the Financial Year 2024 from
₹95.75 million for the Financial Year 2023 primarily due to increase in (i) goods and service tax incentives to
₹97.84 million for the Financial Year 2024 from ₹60.62 million for the Financial Year 2023; and (ii) unwinding
of deferred incomes – government grants to ₹1.03 million for the Financial Year 2024 from ₹0.75 million for the
Financial Year 2023. This was partially offset by decrease in export incentives to ₹3.90 million for the Financial
Year 2024 from ₹34.38 million for the Financial Year 2023.
Other Income
Other income increased by ₹221.98 million or 113.32% to ₹417.86 million for the Financial Year 2024 from
₹195.88 million for the Financial Year 2023, primarily due an increase in (i) penal interest on overdue trade
receivables to ₹17.28 million for the Financial Year 2024 from ₹14.30 million for the Financial Year 2023; (ii)
interest income on bonds at amortised cost to ₹7.51 million for the Financial Year 2024 from ₹6.08 million for
568the Financial Year 2023; (iii) interest income on income tax refund to ₹28.36 million for the Financial Year 2024
from ₹26.50 million for the Financial Year 2023; (iv) interest income on financial assets carried at amortised cost
to ₹92.34 million for the Financial Year 2024 from ₹3.71 million for the Financial Year 2023; (v) change in fair
value of quoted mutual fund carried at fair value through profit or loss to ₹8.95 million for the Financial Year
2024 from ₹2.88 million for the Financial Year 2023; (vi) change in fair value of compulsorily convertible
debentures carried at fair value through profit or loss to ₹29.91 million for the Financial Year 2024 from Nil for
the Financial Year 2023; (vii) fair value income on derivative (foreign exchange forward contract) to ₹2.09 million
for the Financial Year 2024 from Nil for the Financial Year 2023; (viii) fair value income on derivative (currency
swap) to ₹42.89 million for the Financial Year 2024 from ₹28.13 million for the Financial Year 2023; (ix) profit
on sale of investments to ₹80.49 million for the Financial Year 2024 from ₹1.06 million for the Financial Year
2023; (x) net profit on sale of property, plant and equipment to ₹12.37 million for the Financial Year 2024 from
₹1.61 million for the Financial Year 2023; (xi) net gain on foreign currency transaction and translation (other than
considered as finance cost) to ₹4.80 million for the Financial Year 2024 from Nil for the Financial Year 2023;
and (xii) miscellaneous income to ₹17.02 million for the Financial Year 2024 from ₹6.68 million for the Financial
Year 2023. This was partially offset by decrease in (a) interest income on bank deposit at amortised cost to ₹48.22
million for the Financial Year 2024 from ₹53.23 million for the Financial Year 2023; (b) dividend income on
preference share carried at fair value through profit or loss to Nil for the Financial Year 2024 from ₹6.25 million
for the Financial Year 2023; (c) change in fair value of unquoted debenture carried at fair value through profit or
loss to Nil for the Financial Year 2024 from ₹5.08 million for the Financial Year 2023; (d) fair value income on
derivative (future) to ₹12.98 million for the Financial Year 2024 from ₹19.93 million for the Financial Year 2023;
and (e) liabilities no longer written back to ₹12.65 million for the Financial Year 2024 from ₹20.44 million for
the Financial Year 2023.
Expenses
Our total expenses decreased by ₹2,615.21 million or 10.78% to ₹21,654.97 million for the Financial Year 2024
from ₹24,270.18 million for the Financial Year 2023, due to decrease in cost of materials consumed, purchase of
stock-in-trade, changes in inventories of finished goods, stock-in-trade and work-in-progress and finance costs.
This was partially offset by increase in employee benefit expenses, depreciation and amortization expense and
other expenses.
Cost of materials consumed
Cost of materials consumed decreased by ₹2,610.56 million or 15.50% to ₹14,229.06 million for the Financial
Year 2024 from ₹16,839.62 million for the Financial Year 2023, primarily due to a decrease in revenue generated
from:
(i) sale of manufactured goods to ₹16,378.22 million for the Financial Year 2024 from ₹16,736.33 million for
the Financial Year 2023; and
(ii) sale of raw material sold as traded goods to ₹5,168.59 million for the Financial Year 2024 from ₹6,442.31
million for the Financial Year 2023.
Purchase of stock-in-trade
Purchase of stock-in-trade decreased by ₹716.18 million or 37.03% to ₹1,217.77 million for the Financial Year
2024 from ₹1,933.95 million for the Financial Year 2023, primarily due to an decrease in revenue generated from
sale of traded goods, including raw materials sold as traded stock, to ₹5,818.28 million for the Financial Year
2024 from ₹8,300.90 million for the Financial Year 2023.
Changes in inventories of finished goods, stock-in-trade and work in progress
Changes in inventories of finished goods, stock-in-trade and work in progress decreased by ₹482.70 million or
85.49% to ₹(81.96) million for the Financial Year 2024 from ₹(564.66) million for the Financial Year 2023,
primarily attributable to higher inventory level as of March 31, 2024 compared to March 31, 2023 reflecting the
built up of inventory of finished good to meet the demand of early months of Financial Year 2025.
569Employee benefit expenses
Employee benefit expenses increased by ₹278.17 million or 19.35% to ₹1,715.83 million for the Financial Year
2024 from ₹1,437.66 million for the Financial Year 2023, due to an increase in (i) salaries, wages, bonus and other
allowances to ₹1,568.17 million for the Financial Year 2024 from ₹1,291.62 million for the Financial Year 2023
due to expansion of our crop protection and natural crop solutions business, seed business and annual increments
of employees; (ii) contribution to provident and other funds to ₹74.80 million for the Financial Year 2024 from
₹65.47 million for the Financial Year 2023; (iii) gratuity expenses to ₹25.22 million for the Financial Year 2024
from ₹23.80 million for the Financial Year 2023; and (iv) employee stock option expenses to ₹0.59 million for
the Financial Year 2024 from Nil for the Financial Year 2023. This was partially offset by decrease in staff welfare
expenses to ₹25.92 million for the Financial Year 2024 from ₹31.99 million for the Financial Year 2023.
Finance cost
Finance cost decreased by ₹42.39 million or 7.96% to ₹490.39 million for the Financial Year 2024 from ₹532.78
million for the Financial Year 2023. This increase in finance cost is primarily attributable to decrease in (i) interest
on lease liabilities to ₹32.72 million for the Financial Year 2024 from ₹34.72 million for the Financial Year 2023;
(ii) interest on delayed payment of income tax to ₹0.34 million for the Financial Year 2024 from ₹6.46 million
for the Financial Year 2023; (iii) interest on partners capital in subsidiary (which are limited liability partnerships)
to ₹8.83 million for the Financial Year 2024 from ₹28.49 million for the Financial Year 2023; (iv) other borrowing
cost to ₹12.47 million for the Financial Year 2024 from ₹95.81 million for the Financial Year 2023; and (v)
interest on borrowings to ₹247.59 million for the Financial Year 2024 from ₹260.82 million for the Financial Year
2023. This was partially offset by increase in (a) interest cost relating to supplier financing arrangement to ₹10.85
million for the Financial Year 2024 from ₹8.32 million for the Financial Year 2023; and (b) interest on others to
₹27.27 million for the Financial Year 2024 from ₹27.20 million for the Financial Year 2023.
Depreciation and amortization expense
Our depreciation and amortization expense increased by ₹32.90 million or by 3.56% to ₹955.92 million for the
Financial Year 2024 from ₹923.02 million for the Financial Year 2023. This increase was primarily due to
depreciation of property, plant and equipment and higher amortization of intangible assets for the Financial year.
Impairment on non-financial assets
There was no impairment on non-financial assets in Financial Years 2024 and 2023.
Other Expenses
Other expenses decreased by ₹39.85 million or 1.26% to ₹3,127.96 million for the Financial Year 2024 from
₹3,167.81 million for the Financial Year 2023 primarily due to (i) repairs and maintenance charges to ₹102.87
million for the Financial Year 2024 from ₹119.12 million for the Financial Year 2023; (ii) charges on rates and
taxes to ₹49.30 million for the Financial Year 2024 from ₹49.67 million for the Financial Year 2023; (iii) legal
and professional expenses to ₹132.02 million for the Financial Year 2024 from ₹198.27 million for the Financial
Year 2023; (iv) expenses on advertisement and business promotion to ₹297.41 million for the Financial Year 2024
from ₹357.03 million for the Financial Year 2023; (v) communication expenses to ₹10.07 million for the Financial
Year 2024 from ₹10.12 million for the Financial Year 2023; (vi) donation made to ₹0.07 million for the Financial
Year 2024 from ₹1.42 million for the Financial Year 2023; (vii) net loss on foreign currency transaction and
translation (other than considered as finance cost) to Nil for the Financial Year 2024 from ₹160.87 million for the
Financial Year 2023; (viii) change in fair value of CCDs carried at fair value through profit or loss to Nil for the
Financial Year 2024 from ₹8.20 million for the Financial Year 2023; (ix) fair value loss on derivative (forward
contract) to Nil for the Financial Year 2024 from ₹1.11 million for the Financial Year 2023; (x) allowances for
doubtful advances to Nil for the Financial Year 2024 from ₹2.06 million for the Financial Year 2023; (xi) bank
charges to ₹6.18 million for the Financial Year 2024 from ₹7.11 million for the Financial Year 2023; (xii) expenses
on corporate social responsibility to ₹34.77 million for the Financial Year 2024 from ₹40.18 million for the
Financial Year 2023; and (xiii) miscellaneous expenses to ₹144.52 million for the Financial Year 2024 from
₹160.10 million for the Financial Year 2023. This was partially offset by increase in (a) packing expense to
₹305.53 million for the Financial Year 2024 from ₹263.47 million for the Financial Year 2023; (b) electricity,
power and fuel expenses to ₹138.25 million for the Financial Year 2024 from ₹129.70 million for the Financial
Year 2023; (c) rent expense to ₹79.55 million for the Financial Year 2024 from ₹63.89 million for the Financial
Year 2023; (d) insurance expenses to ₹103.20 million for the Financial Year 2024 from ₹84.66 million for the
570Financial Year 2023; (e) charges on freight and cartage outward to ₹457.92 million for the Financial Year 2024
from ₹433.43 million for the Financial Year 2023; (f) commission expenses to ₹73.70 million for the Financial
Year 2024 from ₹21.11 million for the Financial Year 2023; (g) travelling and conveyances expenses to ₹408.04
million for the Financial Year 2024 from ₹352.53 million for the Financial Year 2023; (h) production registration
expenses to ₹70.99 million for the Financial Year 2024 from ₹52.44 million for the Financial Year 2023; (i) sitting
fees/commission paid to non-executive directors to ₹5.10 million for the Financial Year 2024 from ₹1.57 million
for the Financial Year 2023; (j) allowances for doubtful debts to ₹115.80 million for the Financial Year 2024 from
₹81.93 million for the Financial Year 2023; (k) advances written off to ₹5.66 million for the Financial Year 2024
from ₹1.24 million for the Financial Year 2023; (l) royalty paid to ₹27.56 million for the Financial Year 2024
from ₹19.11 million for the Financial Year 2023; (m) claims and compensation expenses to ₹2.92 million for the
Financial Year 2024 from Nil for the Financial Year 2023; and (n) field assistant expenses to ₹556.53 million for
the Financial Year 2024 from ₹547.47 million for the Financial Year 2023.
Profit before share of loss of associate and tax
Our profit before share of loss of associates and tax was ₹1,062.16 million in Financial Year 2024 compared to
₹1,058.68 million in Financial Year 2023.
Profit before tax
For the reasons discussed above, our profit before tax was ₹1,062.16 million in Financial Year 2024 compared to
₹1,058.68 million in Financial Year 2023.
Tax Expense
Current tax expenses increased to ₹334.15 million in Financial Year 2024 from ₹183.20 million in Financial Year
2023 and deferred tax charge increased to a credit of ₹(57.17) million in Financial Year 2024 from a debit of
₹111.17 million in Financial Year 2023. Tax adjustment for earlier years increased to ₹(86.65) million in Financial
Year 2024 from ₹(1.69) million in Financial Year 2023.
Profit for the year
For the various reasons discussed above, we reported a profit for the year of ₹872.37 million for the Financial
Year 2024 as compared to a reported profit for the year of ₹766.00 million for the Financial Year 2023.
Selected Restated Consolidated Statement of Assets and Liabilities
The table below sets forth certain components of our total assets, equity and liabilities as at the dates indicated in
the table below:
Particulars As at September 30, As at March 31, As at March 31, As at March 31,
2025 (in ₹ million) 2025 (in ₹ million) 2024 (in ₹ million) 2023 (in ₹ million)
Total non-current 14,054.25 14,342.26 7,547.25 7,190.76
assets
Total current assets 24,538.08 21,086.73 17,871.96 17,529.93
Total equity 15,382.24 14,243.59 13,246.98 12,516.30
Total non-current 7,251.96 7,136.50 4,189.98 4,358.64
liabilities
Total current 15,958.13 14,048.90 7,982.25 7,845.75
liabilities
Our total non-current assets were ₹7,190.76 million as at March 31, 2023, increasing by 4.96% to ₹7,547.25
million as at March 31, 2024, further increasing by 90.03% to ₹14,342.26 million as at March 31, 2025, however
decreasing by 2.01% to ₹14,054.25 million as at September 30, 2025. The increase in our total non-current assets
from March 31, 2023 to March 31, 2025 was primarily due to increase in:
• capital work-in-progress, right-of-use asset, goodwill, other intangible assets which consisted of acquisition
of certain agrochemicals brands from Bayer Intellectual Property GmbH and Bayer CropScience
Aktiengesellschaft and acquisition of 100% equity shares of I&B Seeds;
571• intangible assets under development which consisted of certain comprehensive software solutions for
research and development, expense management, human resource management etc;
• investment accounted using equity method;
• other financial assets;
• net of deferred tax assets;
• net of income tax assets; and
• other non-current assets.
This was partially offset by decrease in property, plant and equipment and investments.
The decrease in our total non-current assets from March 31, 2025 to September 30, 2025 was primarily due to
decrease in property, plant and equipment, other intangible assets, other financial assets and net of income tax
assets. This was partially offset by increase in investment property which consisted of acquisition of land from a
customer (at a fair valuation) against settlement of overdue, capital work-in progress, investment property, right
of use assets, intangible assets under development, loans, net of deferred tax assets and other non-current assets
due to encashment of a fixed deposit of ₹102.99 million (including interest) by the government authorities which
has been disclosed as balance available with government authorities and advance paid of ₹40.00 million towards
the Proposed Gujarat Land.
Our total current assets were ₹17,529.93 million as at March 31, 2023, increasing by 1.95% to ₹17,871.96 million
as at March 31, 2024, further increasing by 17.99% to ₹21,086.73 million as at March 31, 2025 and further
increasing by 16.37% to ₹24,358.08 million as at September 30, 2025. The increase in our total current assets
from March 31, 2023 to September 30, 2025 was primarily attributable to increase in inventories of cotton seeds,
trade receivables from customers in Maharashtra and cash and cash equivalents; partially offset by decrease in
bank balances other than cash and cash equivalents, loans, other financial assets, net of income tax assets and
other current assets.
Our total equity was ₹12,516.30 million as at March 31, 2023, increasing by 5.84% to ₹13,246.98 million as at
March 31, 2024, further increasing by 7.52% to ₹14,243.59 million as at March 31, 2025, and further increasing
by 7.99% to ₹15,382.24 million as at September 30, 2025. The increase in our total equity was primarily due to
increases in our equity share capital and other equity including (i) retained earnings and (ii) employee stock option
reserves.
Our total non-current liabilities were ₹4,358.64 million as at March 31, 2023, decreasing by 3.87% to ₹4,189.98
million as at March 31, 2024, increasing by 70.32% to ₹7,136.50 million as at March 31, 2025, and increasing by
1.62% to ₹7,251.96 million as at September 30, 2025. The increase in our total non-current liabilities from March
31, 2024 to September 30, 2025 was primarily due to increases in our borrowings due to loans availed for the
acquisition of certain agrochemicals brands from Bayer Intellectual Property GmbH and Bayer CropScience
Aktiengesellschaft, lease liabilities, other financial liabilities and provisions; partially offset by decrease in net of
deferred tax liabilities. The decrease in our total non-current liabilities from March 31, 2023 to March 31, 2024
was primarily due to decrease in borrowings, lease liabilities; partially offset by increase in other financial
liabilities, provisions, net of deferred tax liabilities and other non-current liabilities.
Our total current liabilities were ₹7,845.75 million as at March 31, 2023, increasing by 1.74% to ₹7,982.25 million
as at March 31, 2024, further increasing by 76.00% to ₹14,048.90 million as at March 31, 2025, and further
increasing by 13.59% to ₹15,958.13 million as at September 30, 2025. This increase was primarily due to increase
in our borrowings, lease liabilities, total outstanding dues to micro enterprises and small enterprises, total
outstanding dues of creditors other than micro enterprises and small enterprises, other financial liabilities,
provisions and net of current tax liabilities; partially offset by decrease in other current liabilities.
CASH FLOWS
The following table sets forth certain information relating to our cash generated from operations for the six months
ended September 30, 2025 and in the Financial Year 2025, Financial Year 2024 and Financial Year 2023:
572Six months ended Financial Year ended March 31,
September 30,
Particulars 2025
2025 2024 2023
(in ₹ million) (in ₹ million) (in ₹ million) (in ₹ million)
Net cash flow from/(used in) (740.57) 3,830.29 3,377.87 (312.35)
operating activities
Net cash used in investing (471.07) (6,734.35) (2,297.14) (1,199.06)
activities
Net cash flow from/(used in) 1,529.78 2,788.21 (951.00) 973.52
from financing activities
Net (decrease)/increase in cash 318.14 (115.85) 129.73 (537.89)
and cash equivalents
Cash and cash equivalent at the 243.05 296.91 167.18 705.07
beginning of the period/year
Cash and cash equivalents from - 61.99 - -
business acquisition
Cash and cash equivalent at the 561.19 243.05 296.91 167.18
end of the period/year
Operating Activities
Six Months ended September 30, 2025
Net cash used in operating activities was ₹740.57 million in six months ended September 30, 2025. While our
profit before tax was ₹2,071.18 million in the six months ended September 30, 2025, our operating profit before
working capital changes was ₹3,981.02 million. The difference was primarily attributable ₹541.86 million
increase in inventories, increase in trade receivables by ₹2,936.37 million, increase in financial assets by ₹2.38
million, decrease in trade payable by ₹195.85 million, decrease in other liabilities by ₹1,155.47 million. This was
offset by decrease of ₹232.33 million in other assets, increase in financial liabilities by ₹111.97 million and
increase in provisions by ₹30.58 million.
Financial Year 2025
Net cash generated from operating activities was ₹3,830.29 million in Financial Year 2025. While our profit
before tax was ₹1,674.06 million in Financial Year 2025, we had operating profit before working capital changes
of ₹3,463.28 million primarily as a result of depreciation and amortisation expense of ₹1,271.31 million, finance
costs (including interest towards lease liabilities) of ₹617.94 million. Our working capital adjustments to our
operating profit before working capital changes in Financial Year 2025 primarily consisted of an increase in trade
payable of ₹4,600.50 million, an increase in other liabilities of ₹233.05 million, increase in financial liabilities of
₹73.15 million and increase in provisions of ₹44.48 million, which was partially offset by increase in trade
receivables of ₹831.50 million, increase in other assets of ₹420.32 million and an increase in inventories of
₹3,199.16 million
Financial Year 2024
Net cash generated from operating activities was ₹3,377.87 million in Financial Year 2024. While our profit
before tax was ₹1,062.16 million in Financial Year 2024, we had operating profit before working capital changes
of ₹2,230.63 million primarily as a result of depreciation and amortisation expense of ₹955.92 million and finance
costs (including interest towards lease liabilities) of ₹463.13 million. Our working capital adjustments to our
operating profit before working capital changes in Financial Year 2024 primarily consisted of increase in other
liabilities of ₹369.31 million, increase in financial liabilities of ₹111.26 million, increase in provisions of ₹23.97
million, decrease in other assets of ₹179.62 million and decrease in inventories of ₹820.56 million, which was
partially offset by increase in trade receivables of ₹24.38 million and decrease in trade payable of ₹189.57 million.
Financial Year 2023
Net cash used in operating activities was ₹ 312.35 million in Financial Year 2023. While our profit before tax was
₹1,058.68 million in the Financial Year 2023, our operating profit before working capital changes was ₹2,395.22
million. The difference was primarily attributable ₹1,208.79 million increase in inventories, increase in trade
receivables by ₹1,154.06 million, increase in financial assets by ₹4.99 million, decrease in financial liabilities by
573₹13.36 million, decrease in trade payable by ₹774.06 million and decrease in provisions by ₹0.29 million. This
was offset by, increase in other liabilities by ₹212.77 million and decrease of ₹554.32 million in other assets.
Investing Activities
Six Months ended September 30, 2025
Net cash used in investing activities was ₹471.07 million in the six months ended September 30, 2025 primarily
comprising net purchase of property, plant, equipment and intangible assets of ₹414.94 million, payment towards
non-controlling interest of ₹36.24 million, net purchase of investment of ₹153.60 million which was partially
offset by proceeds from sale of property, plant and equipment of ₹2.42 million, net of loan received back ₹10.65
million, interest received of ₹18.49 million and movement in bank deposits of ₹102.15 million.
Financial Year 2025
Net cash used in investing activities was ₹6,734.35 million in Financial Year 2025 primarily comprising purchase
of property, plant, equipment and intangible assets of ₹980.66 million, payment towards acquisition of assets
₹4,834.61 million, movement in bank deposits of ₹125.12 million, payment towards acquisition of business of
₹2,429.80 million and loan given of ₹1.85 million, which was partially offset by proceeds from sale of property,
plant and equipment of ₹8.05 million, loan received back ₹19.59 million, net proceeds from sale of investment
₹1,567.02 million and interest received of ₹43.03 million.
Financial Year 2024
Net cash used in investing activities was ₹2,297.14 million in Financial Year 2024 primarily comprising purchase
of property, plant, equipment and intangible assets of ₹1,308.33 million, net purchase of investment of ₹1,713.34
million and payment towards acquisition of business of ₹270.00 million, which was partially offset by proceeds
from sale of property, plant and equipment of ₹363.68 million, net of loan received back of ₹1.09 million, interest
received of ₹55.50 million and movement in bank deposits of ₹574.26 million.
Financial Year 2023
Net cash used in investing activities was ₹1,199.06 million in Financial Year 2023 primarily comprising purchase
of property, plant, equipment and intangible assets of ₹237.61 million, net purchase of investment of ₹502.39
million and movement in bank deposits of ₹537.27 million, which was partially offset by proceeds from sale of
property, plant and equipment of ₹6.82 million, dividend incomes of ₹6.25 million, net of loan received back of
₹1.50 million and interest received of ₹63.64 million
Financing Activities
Six Months ended September 30, 2025
Net cash generated from financing activities was ₹1,529.78 million in the six months ended September 30, 2025
primarily comprising proceeds from current borrowings of ₹8,261.37 million. This was partially offset by
repayment of non-current borrowings of ₹435.55 million, movement in minority partners current account of ₹0.80
million, repayment of current borrowings of ₹5,785.96 million, payment of principal portion of lease liability of
₹36.29 million and interest paid on lease liability of ₹20.70 million and finance costs paid of ₹452.29 million.
Financial Year 2025
Net cash generated from financing activities was ₹2,788.21 million in Financial Year 2025 primarily comprising
proceeds from non-current borrowings of ₹4,056.25 million and proceeds from current borrowings of ₹7,489.89
million. This was partially offset by interim dividend paid during the year of ₹85.40 million, movement in minority
partners current account of ₹28.12 million, repayment of non-current borrowings of ₹698.84 million, repayment
of current borrowings of ₹7,380.81 million, interest paid on lease liability of ₹34.60 million, payment of principal
portion of lease liability of ₹42.06 million and finance costs paid of ₹488.10 million.
574Financial Year 2024
Net cash used in financing activities was ₹951.00 million in Financial Year 2024 primarily comprising interim
dividend paid during the year of ₹94.32 million, repayment of non-current borrowings of ₹687.35 million,
repayment of current borrowings of ₹5,523.81 million, payment of principal portion of lease liability of ₹39.51
million, interest paid on lease liability of ₹32.72 million, movement in minority partners current account of ₹45.97
million and finance costs paid of ₹423.20 million. This was partially offset by proceeds from current borrowings
of ₹5,895.88 million.
Financial Year 2023
Net cash flow generated from financing activities was ₹973.52 million in Financial Year 2023 primarily
comprising proceeds from current borrowings of ₹10,708.86 million and proceeds from issue of compulsory
convertible debentures of ₹3,000.00 million.
This was partially offset by interim dividend paid during the year of ₹126.81 million, movement in minority
partners current account of ₹34.82 million, repayment of non-current borrowings of ₹731.74 million, repayment
of current borrowings of ₹11,305.57 million, payment of principal portion of lease liability of ₹33.61 million,
interest paid on lease liability of ₹34.72 million and finance costs paid of ₹468.07 million.
Financial Indebtedness
As at September 30, 2025, the aggregate amount of our total borrowings was ₹12,052.37 million which primarily
consisted of working capital facilities. For further details related to our indebtedness, please see “Financial
Indebtedness” on page 581.
Contingent Liabilities
As at September 30, 2025, our contingent liabilities as per Ind AS 37 were as follows:
(in ₹ million)
Particulars As at September 30, 2025
Guarantee other than financial guarantee 25.50
Claims against the group not acknowledged as debts^
- Excise duty 289.41
- Value added tax 5.74
- Goods & services tax 123.84
- Income tax 46.89
- Customs duty 39.86
- Consumer matters 30.53
- Entry tax 692.00
^Including interest and penalty to the extent quantified in the respective orders. All the matters are subject to legal proceedings in the ordinary
course of business. The legal proceedings, when ultimately concluded will not, in the opinion of our management, have a material effect on
results of operations or financial position.
Capital Expenditure
The following table sets forth details of additions to our property, plant and equipment (including acquired
pursuant to business combination) for the period/ years indicated:
Six months ended
September 30, Financial Year ended March 31,
Particulars 2025
2025 2024 2023
(in ₹ million)
(in ₹ million) (in ₹ million) (in ₹ million)
Freehold Land Nil 68.56 4.20 Nil
Buildings 17.85 200.77 49.75 50.70
Leasehold Improvements Nil Nil Nil Nil
Plant and machinery 50.31 599.35 103.58 343.82
Office equipment 0.64 10.49 3.66 10.24
Furniture and fixtures 3.23 84.37 12.72 31.24
575Six months ended
September 30, Financial Year ended March 31,
Particulars 2025
2025 2024 2023
(in ₹ million)
(in ₹ million) (in ₹ million) (in ₹ million)
Vehicles 22.40 73.27 19.42 54.60
Computer Hardware 10.73 24.95 34.21 25.14
Off-Balance Sheet Commitments and Arrangements
We hold derivative financial instruments to hedge our foreign currency risk exposures. Derivatives are initially
recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured to their
fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on
whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Our
Company designates certain derivatives and non-derivative financial instruments as hedging instruments as cash
flow hedges with highly probable forecasted transactions arising from changes in foreign currency risk.
Details of our foreign exchange forward contracts were:
Six months ended
Financial Year ended March 31,
September 30, 2025
2025 2024 2023
Particulars (in
(in USD (in ₹
(in USD (in ₹ USD (in ₹ (in USD (in ₹
million) million)
million) million) million million) million) million)
)
Foreign exchange forward contract
Borrowing 22.65 2,011.01 12.65 1,082.89 10.75 896.20 6.75 554.68
Trade payable 10.24 909.23 17.77 1,520.45 1.75 146.08 1.05 86.24
Related party transactions
We have engaged in the past, and may engage in the future, in ordinary course of business, transactions with
related parties including rent expenses, managerial remuneration. See “Other Financial Information – Related
party transactions” on page 529.
Quantitative and Qualitative Disclosures about Market Risk
In the course of our business activities, we are exposed to certain financial risks, namely credit risk, liquidity risk
and market risk. Our Board of Directors has overall responsibility for the establishment and oversight of the risk
management framework. Our Company, through three layers of defense namely, policies and procedures, review
mechanism and assurance, aims to maintain a disciplined and constructive control environment in which all
employees understand their roles and obligations. The Audit Committee with top management oversees the
formulation and implementation of the risk management framework. The risks are identified at business unit level
and mitigation plans are identified, deliberated and reviewed at appropriate forums.
Credit Risk
Credit risk is the risk of financial loss to our Company if a customer or counter party to a financial instrument fails
to meet its contractual obligations. Credit risk encompasses both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. We are exposed to credit risk from our operating
activities (primarily trade receivables) and financing activities, including deposits with banks and financial
institutions, foreign exchanges transactions and other financial instruments. The carrying amount of financial assets
represents the maximum credit risk exposure at the reporting date.
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial
liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to
576ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We
manage liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by
continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets
and liabilities.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Such changes in the values of financial instruments may result from changes in the
foreign currency exchange rates, interest rates, credit, liquidity and other market changes. Our exposure to market
risk is primarily on account of foreign currency exchange rate risk and interest rate risk.
We are subject to foreign exchange risk primarily due to its foreign currency revenues, expenses and borrowings.
Considering the countries and economic environment in which we operate, our operations are subject to risks
arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US
Dollar (USD) and EURO (EUR) against our functional currency. As per our risk management policy, we use
derivative instruments primarily to hedge foreign exchange. We have a treasury team which evaluates the impact
of foreign exchange rate fluctuations by assessing the exposure to exchange rate risks and advises the management
of any material adverse effect. The treasury team hedges a part of these risks by using derivative financial
instruments in line with its risk management policies.
Unusual or Infrequent Events or Transactions
Except as described in this Draft Red Herring 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 and Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified in “- Significant Factors Affecting our Results of Operations” on page 535 and the
uncertainties described in “Risk Factors” on page 41. To our knowledge, except as disclosed in this Draft Red
Herring Prospectus, there are no known trends or uncertainties which we expect to have a material adverse effect
on our income.
Future Relationship between Cost and Revenue
Other than as described in this section and “Risk Factors” and “Our Business” on pages 41 and 284, respectively,
to our knowledge there are no known factors that may adversely affect our business prospects, results of operations
and financial condition.
New Products or Business Segments
Other than as disclosed in this section and in “Our Business” on page 284, there are no new products or business
segments that have or are expected to have a material impact on our business prospects, results of operations or
financial condition.
Significant Dependence on Customers and Suppliers
While we do not significantly depend on a single customer or a single supplier, we are dependent on limited
number of third-party suppliers for the uninterrupted supply and delivery of raw materials including Glyphosatw
Technical, Emamectin Benzoate Technical, Abamectin Technical, Carbendazim Technical, Paraquat Technical
etc. A supply shortage may increase our costs if we are forced to pay higher prices for raw materials, specially
since the top 10 suppliers of raw materials in Fiscal 2025 do not contribute to more than 50% of our total supplies.
When prices rise, they may impact our margins and results of operations if we are not able to pass the increases
onto our customers or otherwise offset them. For further information see, “Risk Factors – We are dependent on
a few key suppliers of certain raw materials and do not have continuing, long term contracts or exclusive
arrangements with such suppliers. Any loss of suppliers or interruptions in the timely delivery of raw materials
577or volatility in their prices could have an adverse impact on our business, financial condition, cash flows and
results of operations.” on page 51.
Segment Reporting
The operating segments used to present segment information are identified on the basis of internal reports used
by our management to allocate resources to the segments and assess their performance. The Board of Directors
are the ‘Chief Operating Decision Maker’ or ‘CODM’ within the meaning of Ind AS 108 notified under Section
133 of Companies Act, 2013.
Seasonality of Business
Our business is sensitive to seasonal fluctuations and climatic variations on account of monsoons. For details, see,
“Risk Factors - Our business is subject to climatic conditions and is cyclical in nature. Seasonal variations and
unfavourable local and global weather patterns may have an adverse effect on our business, results of
operations and financial condition.” on page 43.
Competitive Conditions
We operate in a competitive environment. Please refer to “Our Business”, “Industry Overview” and “Risk
Factors” on pages 284, 206 and 41, respectively for further information on our industry and competition.
Recent Accounting Pronouncements
As of the date of this Draft Red Herring Prospectus, there are no recent accounting pronouncements, which would
have a material effect on our financial condition or results of operations.
Significant developments subsequent to September 30, 2025
Except as disclosed below, there have been no circumstances since the date of the last financial statements which
materially and adversely affect or are likely to affect our operations, our profitability taken as a whole or the value
of our consolidated assets or our ability to pay our liabilities within the next 12 months:
• Our Board at its meeting held on February 14, 2025, approved a Scheme of amalgamation (the “I&B
Amalgamation Scheme”) filed under Sections 230 to 232 of the Companies Act between our Company
and I & B Seeds. The purpose of the I&B Amalgamation Scheme is the amalgamation of I&B Seeds with
our Company to inter alia maximise shareholders’ value, achieve cost savings from more focused
operational efforts and consolidation of activities leading to operational synergies. Pursuant to the I&B
Amalgamation Scheme, the authorised share capital of I&B Seeds amounting to ₹ 0.50 million was added
to the authorised share capital of our Company and the consolidated authorised share capital of our
Company post the I&B Amalgamation Scheme was ₹ 3,117.00 million. I&B Seeds has amalgamated
with our Company pursuant to an order passed by the National Company Law Tribunal, Ahmedabad
Bench on November 17, 2025, with the merger coming into effect from October 31, 2024 (which is the
appointed date).
• The board of Saffire at its meeting held on March 13, 2025, approved a Scheme of Arrangement (“Nexus
Amalgamation Scheme”) between Nexus (our erstwhile wholly-owned subsidiary) with and into Saffire
(our wholly owned subsidiary), together with their respective shareholders and creditors, in accordance
with the provisions of the Companies Act, 2013. The purpose of this Nexus Amalgamation Scheme is to
inter alia provide synergistic integration of the business operations of Nexus and Saffire, enabling better
operational management, consolidation of the business and simplification of the group structure, result
in simplicity in working and reduction in statutory and regulatory compliances. Pursuant to the Nexus
Amalgamation Scheme, (i) the entire business of Nexus, comprising, amongst other things, all properties,
assets, debts, liabilities, employees, contracts, deeds, bonds, agreements, licenses, insurance policies, and
other instruments, tax liabilities or refunds under the Income-tax Act, 1961, of whatsoever nature were
transferred to Saffire as a going concern basis from the effective date of April 1, 2025; and (ii) the equity
shares of Nexus were deemed to be cancelled and new equity shares of Saffire were issued to the
shareholders of Nexus as per the approved share exchange ratio from the date of Nexus Amalgamation
Scheme becoming effective. cancelled and had no effect from the date of Nexus Amalgamation Scheme
becoming effective. The Nexus Amalgamation Scheme was approved by the National Company Law
578Tribunal, Ahmedabad Bench, by order dated October 17, 2025 with the amalgamation coming into effect
from April 1, 2025 (which is the appointed date).
579CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at September 30, 2025, as derived from our
Restated Consolidated Financial Information, and as adjusted for the Offer. This table should be read in
conjunction with the sections titled “Risk Factors”, “Financial Information” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, on pages 41, 419 and 533 respectively.
(₹ in million)
Particulars Pre- Offer as at As adjusted for the Offer*
September 30, 2025
Borrowings
Non-current borrowings** (including current maturities of 7,286.01 [●]
long-term borrowings) (A)
Current borrowings** 4,766.36 [●]
Total borrowings (B) 12,052.37 [●]
Equity
Equity Share capital** 1,274.64 [●]
Other equity** 13,980.57 [●]
Non-controlling interest** 127.03 [●]
Total equity (C) 15,382.24 [●]
Total non-current borrowings (including current 0.47 [●]
maturities of long-term borrowings)/Total equity
(A/C)
Total borrowings/Total Equity (B/C) 0.78 [●]
*The corresponding post-Offer capitalisation data for each of the amounts given in the above table is not determinable at this stage pending
the completion of the Book Building process and hence the same has not been provided in the above statement. The same will be updated upon
completion of the price discovery and finalisation of the Offer Price.
Notes:
1. The above statement has been prepared for the purpose of disclosing in this Draft Red Herring Prospectus to be filed in connection with
the Offer, in accordance with the requirements prescribed under Schedule VI of the SEBI ICDR Regulations.
2. The above statement has been computed on the basis of the Restated Consolidated Financial Information as at and for the period ended
September 30,2025.
**These terms shall carry the meaning as per Schedule III of the Companies Act, 2013, as amended.
580FINANCIAL INDEBTEDNESS
Our Company and our Subsidiaries avail fund based and non-fund-based facilities in the ordinary course of
business for purposes such as, inter alia, working capital and other business requirements.
The summary details of the outstanding financial indebtedness of our Company and Subsidiaries as on September
30, 2025, on a consolidated basis, are set forth below:
(in ₹ million)
Amount
Sanctioned Amount
Fund/ outstanding as
Category of borrowing (to the extent
Non-fund on September 30,
applicable)
2025*
Secured
Term loans Fund 1,672.50 1,430.22
External Commercial Borrowing$ Fund 2,918.22 2,585.98
Working capital facilities and other borrowings^ Fund 8,049.00 3,766.36@
Non-Fund 474.34
Unsecured
Compulsory Convertible Debenture (CCD's)** Fund 3,269.81 3,269.81
Working capital facilities Fund 1,000.00 1,000.00
Total 16,909.53 12,526.71
Subtotal - Fund 12,052.37
Subtotal - Non-fund 474.34
*As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079, by way of their certificate
dated December 17, 2025.
$ External Commercial Borrowings have been restated as of September 30, 2025. The sanctioned and outstanding amounts are based on EUR
28.00 million and EUR 24.81 million respectively, converted at an exchange rate of ₹104.22 per Euro.
^ Fund Based and non-fund-based limits are interchangeable.
@Includes cash credit facility amounting to ₹ 1.89 million representing book overdraft arising due to cheques issued by our Company but
have not been presented for payment.
**Compulsorily Convertible Debentures: During the year ended March 31, 2023, our Company issued 30,000,000 compulsorily convertible
debentures of ₹100 each, aggregating to ₹3,000.00 million, to IFC and IFC Emerging.
Principal terms of borrowings
An indicative list of the key terms of our borrowings are disclosed below:
• Tenor: The tenor of the working facilities availed us typically ranges from approximately 14 days to one
year, with an option of renewal every year, and the term of other loan facilities by us is typically for five
years and four months.
• Interest rate: In the case of certain lenders, the term loan carries interest at a floating rate of linked with
Reserve Bank of India’s three-month repurchase (Repo 3M) benchmark and includes a spread of 1.75%
per annum, exclusive of interest tax. Interest on such benchmark-linked facilities is calculated on monthly
rests. For working capital facilities such as buyer’s credit, the interest rate is typically as mutually agreed.
For some of our working capital facility agreements, the MCLR is 8.65% per annum for overnight and
one month, 9.10% for three months, 9.25% per annum for six months and 9.30% per annum for twelve
months. For some of such agreements, the rate of interest is 8.60% to 10.20% per annum payable at
monthly intervals.
• Security: In terms of our borrowings, we are typically required to create security by way of charge on
immoveable fixed assets, movable fixed assets, present and future current assets, present and future stock
and book debts of our Company and all amounts deposited therein. Further, some facilities availed by
the Subsidiaries are secured by corporate guarantees issued by our Company.
• Repayment: Our working capital loan facilities are typically repayable on demand and for some facilities,
it ranges to 180 days. Term loans typically are repayable within a period of five years.
• Prepayment: Fund based facilities availed by our Company and Subsidiaries typically have prepayment
provisions which allows for prepayment of the outstanding loan amount and may sometimes carry a
prepayment charge of 2.00% of the pre-paid amount. However, for facilities with floating rate interest,
581this prepayment charge is not applicable, if the prepayment of such facility is made on an interest reset
date.
• Penal Interest: The terms of the facilities availed by us prescribe penalties such as (i) 2.40% per annum
on the irregular portion for the period of irregularity if the irregularity continues for up to 60 days; or (ii)
5.00% per annum on the outstanding amount for the period of irregularity if the default continues for
more than 60 days; or (iii) 2.00% per annum above the applicable interest rate on the overdue amount in
the event of non-payment or default in payment of interest.
• Restrictive Covenants: As per the terms our loan agreements, certain corporate actions for which we
require prior written consent of the lenders include:
i. entering into any scheme of merger, amalgamation, compromise or reconstruction;
ii. effecting any material change in the management of the business of the borrower;
iii. permitting any change in the ownership or control of the borrower whereby the effective
beneficial ownership or control of the borrower shall change;
iv. making any amendments in the borrower’s memorandum and articles;
v. effecting any change in the borrower’s capital structure; and
vi. undertaking any capital expenditure other than as approved by the lenders.
• Events of Default: Our borrowing arrangements prescribe the following events of default, including
among others:
i. breach of any agreement, covenant or representation or warranty that is incorrect or misleading;
ii. failure to pay the interest and principal amount on the due date;
iii. bankruptcy, insolvency or any such event;
iv. change in management control;
v. breach of any financial covenants or negative covenants;
vi. occurrence of a material adverse change; and
vii. occurrence of cross default.
• Consequences of occurrence of events of default: Our borrowing arrangements prescribe the following
consequences of occurrence of events of default, including among others:
i. initiate legal proceedings for recovery of their dues;
ii. appointment of nominee directors;
iii. enforcement of the security;
iv. conversion of debt into equity; and
v. withdrawal or termination of the sanctioned facilities.
The terms and conditions disclosed herein are indicative, and there may be additional terms 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. For risks
in relation to the financial and other covenants required to be complied with in relation to our borrowings, see
“Risk Factors – We have indebtedness which requires significant cash flows to service. Any breach of terms
under our financing arrangements or our inability to meet our obligations, including financial and other
covenants under our debt financing arrangements could adversely affect our business and financial condition”
on page 67.
As on the date of this Draft Red Herring Prospectus, we have obtained the necessary consents required under the
relevant loan documentation for undertaking activities in relation to the Offer, including, inter alia, effecting a
change in our shareholding pattern, effecting a change in the composition of our Board and amending our
constitutional documents.
582SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS
Except as disclosed in this section, as on the date of this Draft Red Herring Prospectus, there are no outstanding
(i) criminal proceedings (including first information reports irrespective of whether cognizance has been taken
by any court or any judicial authority); (ii) actions taken by regulatory or statutory authorities including any
notices received; (iii) disciplinary actions including penalty imposed by the SEBI or stock exchanges against the
Promoters in the last five Financial Years including any outstanding actions; (iv) claims related to direct and
indirect taxes (disclosed in a consolidated manner giving the total number of claims and the total amount
involved); (v) litigation as determined to be material pursuant to the Materiality Policy (as defined hereinafter),
in accordance with the SEBI ICDR Regulations in each case involving our Company, Subsidiaries, Promoters
and Directors (collectively the “Relevant Parties”); (vi) criminal proceedings (including first information reports
for which no cognizance has been taken by any court or any judicial authority) involving, or (vii) actions taken
by regulatory or statutory authorities including any notices received against any of the Key Managerial Personnel
or members of Senior Management. In addition, all outstanding litigation involving our Group Companies, the
adverse outcome of which may have a material impact on our Company, shall be disclosed if an adverse outcome
from such pending litigation would materially affect the business, operations or financial position or reputation
of our Company.
Further, as on the date of this Draft Red Herring Prospectus, there is no outstanding litigation involving our
Group Companies, which has a material impact on the business, operations, financial position or reputation of
our Company.
Pursuant to the Materiality Policy adopted by our Board of Directors on December 12, 2025 for the purposes of
(v) above, any pending litigation involving the Relevant Parties, has been considered ‘material’ and accordingly
disclosed in this Draft Red Herring Prospectus if the monetary amount of claim, whether by or against the
Relevant Parties in any such pending proceeding exceeds: (“Materiality Threshold”):
(a) 2% percent of turnover based on the Restated Consolidated Financial Information, being ₹ 538.10
million; or
(b) 2% percent of net worth based on the Restated Consolidated Financial Information (except in case the
arithmetic value of the net worth is negative), being ₹ 320.02 million; or
(c) 5% percent of the average of absolute value of profit or loss after tax, based on the Restated Consolidated
Financial Information, being ₹ 47.04 million.
Accordingly, the Materiality Threshold for disclosures under this section, being the lowest out of the thresholds
mentioned in points (a), (b) and (c) above, is ₹ 47.04 million.
Where the monetary impact is not quantifiable or lower than the threshold mentioned in points (a), (b) and (c)
above, but the outcome in any such litigation would materially and adversely affect our Company’s business,
prospects, operations, performance, financial position or reputation in the opinion of the Board and where the
decision in one matter is likely to affect the decision in similar matters, even though the amount involved in an
individual matter may not exceed the Materiality Threshold as specified in points (a), (b) and (c) above have been
considered ‘material’ and accordingly disclosed in this Draft Red Herring Prospectus.
In addition, any tax litigation which involves a claim amount greater than the materiality threshold of ₹ 47.04
million, will also be disclosed individually.
Pre-litigation notices received by any of the Relevant Parties from third parties (excluding notices from
governmental/ statutory/regulatory or tax authorities shall not be evaluated for materiality until such time that
the Relevant Parties are impleaded as defendants or respondents in proceedings before any judicial/arbitral
forum.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in
terms of the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor
is equal to or exceeds 5% of the restated consolidated trade payables of our Company, as on the last date of the
Restated Consolidated Financial Information as disclosed in this Draft Red Herring Prospectus (“Material
Creditors”). Accordingly, as on September 30, 2025, any outstanding dues exceeding ₹ 354.97 million have been
considered as material outstanding dues for the purposes of identification of material creditors and related
583information in this section. For outstanding dues to any party which is a micro, small or medium enterprise
(“MSME”), the disclosure will be based on information available with our Company regarding the status of the
creditor as defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended read
with the rules and notifications thereunder.
All terms defined in a particular litigation disclosure below correspond to that particular litigation only.
I. Litigation involving our Company
A. Litigations against our Company
(a) Criminal proceedings
a. During the Financial Year 2020, our Company received a show cause notice dated November 5,
2019 (“SCN 1”) by the Joint Director General of Foreign Trade (“DGFT”), Ahmedabad, directing
the Company to refund terminal excise duty (“TED”) refunds aggregating to ₹1,094.17 million,
along with interest at the rate of 15% per annum from the date of receipt of the SCN1. SCN 1 alleges
that the TED refunds availed by our Company in the Financial Years 2015 and 2016, on the basis of
Advance Release Orders (“AROs”), were erroneously granted on the ground that the supplies
against the AROs were made prior to the dates of issuance of such AROs. Our Company has filed a
writ petition before the Gujarat High Court at Ahmedabad dated December 11, 2019 stating that the
SCN 1 has been issued without stating any valid basis and therefore our Company has sought
dropping of the proceedings initiated under Rule 7(3) of the Foreign Trade (Regulations) Rules,
1993 for recovery of erroneous payments of TED refund on the grounds of arbitrariness, perverse
and lack of authority of law, since the proceedings should be initiated before appropriate authority
under Section 16 of the Foreign Trade (Development & Regulations) Act, 1992. The High Court of
Gujarat has granted a stay against SCN 1 by way of an order dated December 17, 2019.
Subsequently, the Central Bureau of Investigation (“CBI”) ACB Gandhinagar has filed a first
information report dated January 18, 2020 (“FIR”) under section 120B read with section 420 of the
erstwhile Indian Penal Code, 1860, and section 13(2) read with 13(1)(d) of the Prevention of
Corruption Act, 1988, against our Company, our current Director, Ankur Aggarwal and certain of
our erstwhile directors, Nand Kishore Aggarwal and Mohit Kumar Goel and A.K. Singh (together,
the “Accused Persons”), the then joint director of DGFT, Ahmedabad. The FIR alleges fraudulent
claim against our Company and disbursal of terminal excise duty (“TED”) refunds by the DGFT in
violation of the foreign trade policy prevalent at the time and handbook of procedures of the DGFT,
aggregating to ₹ 202.66 million during Fiscal 2015. The first information report pertains to claims
made by our Company under a duty free import authorization (“DFIA”) license transferred to us by
Bhadresh Trading Corporation Limited (“Bhadresh Trading”). Bhadresh Trading held a DFIA
license for importing grey cotton fabric, PVC straps and pesticides aggregating to ₹ 458.34 million
against which Bhadresh Trading had to fulfil export obligations of raw cotton aggregating to ₹
550.04 million. DGFT, Mumbai issued an authorization dated May 18, 2012 making the DFIA
license freely transferable in terms of the applicable handbook of procedures of DGFT, pursuant to
which the DFIA license was transferred by Bhadresh Trading to our Company in terms of the
Foreign Trade Policy. The allegations made under the FIR included that our Company had claimed
TED refunds for supplies made prior to the issuance of advance release orders, as well as for goods
on which excise duty was allegedly not paid, including supplies from units that were exempt from
excise duty. The first information report further stated that these actions resulted in wrongful loss to
the government exchequer and corresponding wrongful gain to our Company, Bhadresh Trading and
the Consultant.
Pursuant to the FIR, a charge sheet dated December 24, 2021 (“Chargesheet”) was filed by the CBI
before the Court of the Special Judge, CBI, Ahmedabad, against the Accused Persons referred in the
FIR, Parag Rameshchandra Gathani (the “Consultant”), Bhadresh Vasantrai Mehta and Parth
Bhadresh Mehta, being directors of Bhadresh Trading (except Mohit Kumar Goel).
The Chargesheet highlights that our Company entered into a tripartite agreement/ memorandum of
understanding dated April 30, 2012, as amended on January 20, 2016, executed among our
Company, Bhadresh Trading, and the Consultant. Under such tripartite agreement, our Company
acquired the DFIA license from Bhadresh Trading and agreed to pay Bhadresh Trading 70%
(subsequently reduced to 60% pursuant to the amended agreement) of any TED refund received by
584our Company in respect of supplies made under such duty-free import authorization licenses. Post
obtaining such DFIA licenses, and acting pursuant to the tripartite agreement, our Company: (a)
sought Advance Release Orders (“ARO”) from the DGFT, Mumbai, to facilitate domestic
procurement of goods from its group entity, Modern Papers, which was availing area based
exemption from excise duty, and (b) filed 101 applications for TED refunds with DGFT,
Ahmedabad, during the Financial Years 2015 and 2016 under the various DFIA transferred to them
by Bhadresh Trading and ARO issued in favour of our Company and an amount of ₹ 1,103.25 million
was sanctioned and released to our Company during the period from 2014 to 2016, of these, 68
applications amounting to ₹687.89 million related to supplies made prior to the issuance of AROs,
and 10 applications amounting to ₹67.42 million and ₹90.94 million, relating to partial supplies
made prior to issuance of the AROs and supplies made after the issuance of the AROs, respectively
and 23 applications, amounting to ₹257.00 million, pertained to supplies made after the issuance of
AROs. As per the Chargesheet, our Company and Accused Persons had fraudulently claimed refund
of TED amounting to ₹755.31 million from the DGFT, Ahmedabad which was allowed by A.K.
Singh, the then joint director, DGFT, Ahmedabad, by allegedly abusing his official position, causing
wrongful loss of the said amount to the Government of India.
The FIR formed the basis for further proceedings by the Enforcement Directorate. Pursuant to the
FIR, the Enforcement Directorate registered an enforcement case information report on March 20,
2020, and initiated proceedings under the Prevention of Money Laundering Act, 2002 (“PMLA”)
against our Company, the current director of our Company, erstwhile directors of our Company,
erstwhile chief financial officer of the Company, the then joint director of DGFT, Ahmedabad. On
January 7, 2021, the Enforcement Directorate issued Provisional Attachment Order No. 01/2021
(“PAO-I”), attaching fixed deposits aggregating to ₹202.66 million held by our Company, out of
fixed deposits of ₹210.00 million, which were created on October 20, 2020 on the grounds that it
represented the value equivalent of alleged proceeds of crime arising from the TED refunds. The
Enforcement Directorate subsequently filed an original complaint dated February 2, 2021 before the
adjudicating authority under PMLA seeking confirmation of the attachments on fixed deposit and
taking the complaint on record for adjudication under section 8 of PMLA, 2002. The adjudicating
authority under PMLA confirmed the attachment on September 6, 2021 (“Confirmation Order”),
despite the statutory period for confirmation having lapsed. Our Company, the current director of
our Company, the erstwhile chief financial officer and erstwhile directors of our Company, have
challenged the Confirmation Order before the Delhi High Court on September 16, 2021 and PAO-I,
alleging, among other, that the confirmation was issued after the expiry of the statutory period and
that the TED refunds were lawfully claimed. Simultaneously, under Sections 44 and 45 of PMLA,
the Enforcement Directorate has filed a prosecution complaint dated September 3, 2022 before the
PMLA Court at Ahmedabad (“ED Complaint 1”), against our Company, the current director of our
Company, erstwhile directors of our Company, erstwhile CFO of the Company and the then joint
director of DGFT, Ahmedabad.
After filing of Chargesheet by CBI the Enforcement Directorate further investigated and has alleged
that TED refunds amounting to ₹755.31 million constitute “proceeds of crime” under the PMLA,
which were subsequently distributed pursuant to the tripartite agreement amongst our Company,
Bhadresh Trading and the Consultant wherein our Company had allegedly retained an amount of
₹302.12 million and paid ₹453.19 million to Bhadresh Trading (of which Bhadresh Trading is
alleged to have paid ₹37.86 million to the Consultant). The Enforcement Directorate has also noted
that a significant portion of the proceeds of crime have already been utilized and are not traceable in
the form of specific assets. On October 7, 2024, the Enforcement Directorate issued a further
provisional attachment order (“PAO–II”) for fixed deposits held by the Consultant of ₹37.86 million
and our Company for ₹99.46 million out of fixed deposits of ₹100.00 million, which were created
on September 19, 2024, thereby cumulatively attaching fixed deposits of our Company for an
amount equivalent to ₹302.12 million, including PAO-I and PAO-II. Our Company, the current
director of our Company, and the erstwhile director of our Company, have also been summoned and
examined by the Enforcement Directorate under Section 50 of the PMLA, and the investigation into
the remaining proceeds of crime is ongoing. However, during the course of these proceedings, the
fixed deposit aggregating to ₹100.00 million was attached by the ED whereas the PAO allowed for
attachment of ₹ 99.46 million by way of PAO-II, which was also confirmed by the order of
Adjudicating Authority dated March 10, 2025 (“AA Order”). Accordingly, the Company along with
the Directors and Promoters have filed the appeal before the appellate tribunal for PMLA dated April
21, 2025 seeking to set aside the AA Order and release of the fixed deposit amount of ₹100.00
585million. Simultaneously, under Sections 44 and 45 of PMLA, the Enforcement Directorate has filed
a supplementary prosecution complaint dated March 29, 2025 before the PMLA Court at
Ahmedabad against our Company, the current director of our Company, and the erstwhile directors
of our Company and against Consultant stating that further investigation is pending in these matters
(“ED Complaint 2”).
In relation to the above mentioned matters, our Company has filed discharge applications against
the CBI filed Chargesheet, ED Complaint 1 and ED Complaint 2, respectively, However, the CBI
and ED filed replies to these discharge applications, which are pending for argument at different
stages of adjudication.
Our Company proposed to invest AUD 20,000 in one of our wholly owned subsidiary, Crystal Crop
Protection (Australia) Pty Limited, to meet statutory and operational expenses. As proceedings
relating to the TED matter initiated by the ED and the CBI were pending before the PMLA Court
and the CBI Court in Ahmedabad, respectively, our Company was required to obtain necessary
approvals in compliance with applicable law. Accordingly, we approached the relevant government
authority to seek a No-Objection Certificate (“NOC”) under Rule 10 of the Foreign Exchange
Management (Overseas Investment) Rules, 2022 (“Overseas Investment Rules”), for the proposed
investment. Applications were submitted to the Enforcement Directorate and CBI on October 17,
2022 and March 22, 2023, seeking permission for the proposed investment. Despite these
submissions, the NOC was not issued to us. Consequently, in November 2023, our Company filed a
writ petition before the Gujarat High Court at Ahmedabad seeking directions to the ED and the CBI
to grant the NOC. During the pendency of the petition, the CBI informed the High Court at
Ahmedabad that, since a chargesheet had been filed and the investigation was complete, the matter
could be adjudicated by the court, while the proceedings were pending. However, the ED declined
to issue the NOC and accordingly, our Company amended the writ petition, seeking permission of
the High Court to proceed with the proposed investment.
In addition to above, our Company intended to set up and invest in a wholly owned subsidiary in the
territory of Bangladesh. As proceedings relating to the TED matter initiated by the ED and the CBI
were pending before the PMLA Court and the CBI Court in Ahmedabad, respectively, our Company
was required to obtain necessary approvals in compliance with applicable law. Accordingly, we
approached the relevant government authority to seek a NOC under Rule 10 of the Overseas
Investment Rules, for the proposed investment. An application was filed with the ED on June 24,
2025 seeking issuance of the NOC for the proposed overseas investment. Despite filing the
application, the NOC was not issued to us. Consequently, on October 2, 2025, our Company filed a
writ petition before the High Court of Gujarat at Ahmedabad for grant of the NOC to enable the
proposed investment in Bangladesh, however, the ED rejected our application for issuing NOC by
way of letter dated December 2, 2025.
b. As on the date of this Draft Red Herring Prospectus, 19 complaints in relation to misbranding of
certain of our products which have been filed against our Company, Nand Kishore Aggarwal, our
erstwhile director, Ankur Aggarwal, our Chairman and Managing Director, and officers of our
Company by the relevant authorities; (i) under the Insecticides Act, 1968 in the Indian states of
Punjab, Rajasthan, Bihar, Maharashtra, Karnataka, Telangana, Uttar Pradesh, Haryana, Tamil Nadu,
and Gujarat among others for initiation of proceedings under Sections 17 and 29 of the Insecticides
Act, 1968, seeking, among other things, imprisonment of authorised officials of our Company’s
officers, and prohibition of import and manufacture of certain insecticides at few of our
manufacturing units, and (ii) under Section 19(a)(c)(v) of the Fertilizer (Control) Order, 1985 by the
relevant authorities in certain Indian states, punishable under Section 7 of the Essential Commodities
Act, 1955. Further, there are four appeals filed by our Company in relation to such matters and our
Company has filed quashing petitions in three of the aforementioned matters before the respective
adjudication authorities. Such matters are currently pending at different stages of adjudication before
various courts and judicial forum.
c. Our Company has received five test reports by the quality control laboratories in certain Indian
states, alleging misbranding of our samples. Our Company has filed an application under Section
24(4) of the Insecticides Act, 1968 challenging the aforementioned test reports, seeking re-analysis
of the samples by the Central Insecticide Laboratory.
586d. Based on publicly available information, there are 34 complaints in relation to misbranding under
the Insecticides Act, 1968 and the Fertilizer Control Order, 1985 which have been filed against our
Company. Further, as on date of this Draft Red Herring Prospectus, our Company has not received
any summons or notices in relation to these matters and the disclosure included herein is based on
the publicly available information such as on the e- courts services website.
e. As on the date of this Draft Red Herring Prospectus, two complaints in relation to misbranding of
certain of our products have been filed against our Company and its officers by the relevant
authorities under the Seeds Act, 1966 in the certain Indian states for initiation of proceedings under
Section 7(b) of the Essential Commodities Act, 1955 read with Section 19 of Seeds Act, 1966 and
clause 13(c) of the Seed (Control) Order, 1983.
f. Based on publicly available information, there are 24 complaints in relation to misbranding under
the Seeds Act, 1966 which have been filed against us. Further, as on date of this Draft Red Herring
Prospectus, our Company has not received any summons or notices in relation to these matters and
the disclosure included herein is based on the publicly available information such as on the e- courts
services website.
g. Our Company received a show cause notice dated August 16, 2016 (“Notice”) by the Deputy
Director (Chemistry), Techno‑Legal Cell, Directorate of Plant Protection, Quarantine & Storage,
Ministry of Agriculture and Farmers Welfare, Government of India (“Deputy Director”), alleging
that our Company had imported multiple consignments of Carbendazim Technical, a pesticide,
during the year 2012–2013 from China which was illegal, thereby contravening Sections 17 and 18
of the Insecticides Act and the Insecticides Rules. On August 31, 2016, our Company replied to the
Notice denying any illegal import and requested particulars of the alleged consignments to furnish
an appropriate response. Subsequently, on June 21, 2018, the Licensing Officer (Insecticides),
Government of National Capital Territory of Delhi, was accorded written consent by the Deputy
Director under Section 31(1) of the Insecticides Act to undertake action against our Company. A
complaint under Section 200 of the Code of Criminal Procedure, requiring cognizance of complaint,
read with Section 29 of the Insecticides Act, outlining the penalties that can be imposed, was filed
by the Directorate of Plant Protection, Quarantine & Storage before the Chief Judicial Magistrate,
Delhi.
h. Based on publicly available information, there are 12 traffic challan cases initiated against our
Company pending before the Chief Judicial Magistrate across different Indian states. Further, as on
the date of this Draft Red Herring Prospectus, our Company has not received any summons or notices
in relation to these matters and the disclosure included herein is based on the publicly available
information on the e-courts services website.
(b) Material civil proceedings
a. Our Company received six notices dated January 22, 2025 from the Office of the Deputy Excise &
Taxation Commissioner, Sonipat, Haryana, India under the Haryana Tax on Entry of Goods into
Local Areas Act, 2008, for the assessment years 2012-2017 and 2017-2018 (1st quarter) alleging
non-filing of returns and non-payment of entry tax by a deemed registered importer, thereby
proposing entry tax of ₹ 692.01 million after admissible deductions. The notice sought determination
and recovery of the proposed tax and called upon our Company to appear and show cause, failing
which ex parte assessment would follow. Our Company has subsequently filed a writ petition dated
March 12, 2025 before the High Court of Punjab and Haryana at Chandigarh challenging three
provisos to Section 174(2) of the Haryana Goods and Services Tax Act, 2017 inserted vide the
Haryana Goods and Services Tax (Amendment) Act, 2021 along with challenging the
aforementioned six notices, on the grounds of unconstitutionality, arbitrariness and illegality.
b. Dhanuka Agritech Limited has filed an appeal dated March 2, 2023 against the order dated January
19, 2023 by the High Court of Delhi, New Delhi for the interpretation and application of the
Insecticides Act, 1968 concerning the grant and validity of registrations/ licenses for certain
insecticide products to our Company.
c. Godrej Agrovet Private Limited has filed a writ petition before the High Court of Delhi, New Delhi
dated September 17, 2022 against the order dated September 9, 2022 passed by the Union of India
587(through Joint Secretary, Plant Protection, Farmers Welfare and Digital/ IT) (“Respondent”)
wherein the Respondent had allowed an application filed by our Company for registration of the
insecticide Pyridaben Technical under Section 9(3) of the Insecticide Act, 1968 that had been earlier
rejected by the registration committee.
d. Based on publicly available information, there are three insolvency petitions under the Insolvency
and Bankruptcy Code, 2016 which have been filed against our Company, where we have been
included as a proforma party, in our capacity as a creditor. Further, as on date of this Draft Red
Herring Prospectus, our Company has not received any summons or notices in relation to these
matters and the disclosure included herein is based on the publicly available information such as on
the e- courts services website.
e. Based on publicly available information, there is a petition filed by the Commissioner of Central
Excise and Service Tax, Jammu and Kashmir, India against our Company. Further, as on the date of
this Draft Red Herring Prospectus, our Company has not received any summons or notices in relation
to this matter and the disclosure included herein is based on the publicly available information such
as on the e-courts services website.
(c) Actions taken by statutory or regulatory authorities
a. For details in relation to the first information report registered by the CBI, ACB Gandhinagar against
our Company, certain of our Promoters and Directors, and the related PMLA proceedings and
attachments, see “Litigations involving our Company – Litigations against our Company –
Criminal Proceedings” on page 584.
b. The Directorate of Enforcement initiated inquiries in November 2022 by seeking pendency details
in relation to advance remittances made by our Company towards imports of goods/ services from
our Company’s authorized dealer banks, followed by the recording of statements of our Chairman
and Managing Director, Ankur Aggarwal on January 3, 2024 and erstwhile director, Nand Kishore
Aggarwal on November 6, 2023. Pursuant to this, based on bank responses and these statements, a
complaint under Section 16(3) of the Foreign Exchange Management Act, 1999 (“FEMA Act”) was
filed before the Additional Director of Enforcement. Thereafter, a show cause notice dated February
29, 2024 (“SCN”) was issued by the Enforcement Directorate to our Company, Ankur Aggarwal,
our Chairman and Managing Director, and Nand Kishore Aggarwal, our erstwhile director alleging
contraventions relating to delayed/non-realization of export proceeds, advance receipts against
exports without corresponding shipping documentation, advance remittances for imports without
receipt of goods, and short/non-payment against imports. Subsequently, on February 12, 2025 our
Company applied to the Reserve Bank of India (“RBI”) to compound a contravention concerning
delays in shipment of goods beyond one year from receipt of export advances. The RBI passed a
compounding order on August 22, 2025 imposing a compounding amount of ₹ 0.05 million.
Thereafter, the Enforcement Directorate, noting that the show cause reply was unsatisfactory, issued
a call notice dated September 10, 2025 alleging that the parties are liable for action under Section
13 of FEMA in relation to the broader alleged contraventions set out in the SCN.
B. Tax proceedings against our Company
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax 2 39.84
Indirect tax 49 2,067.17
Total 51 2,107.01
*To the extent quantifiable.
C. Litigation by our Company
(i) Criminal proceedings
a. As on the date of this Draft Red Herring Prospectus, our Company has filed 232 complaints under
Section 138 read with Section 142 of the Negotiable Instruments Act, 1881, alleging dishonour of
cheques issued by our distributors towards payment of consideration for goods supplied by us. The
aggregate amount of claim to the extent quantifiable involved in such matters as on the date of this
588Draft Red Herring Prospectus is ₹ 399.55 million. These matters are currently pending at different
stages of adjudication before various courts and judicial forums.
b. Our Company filed a criminal complaint before the Chief Metropolitan Magistrate, Rohini Court,
Delhi, dated September 17, 2019 under Section 200 of CrPC and Sections 420 (cheating) and 406
(criminal breach of trust) of the Indian Penal Code, 1882 alleging that Satish Singhal and Akash
Singhal, carrying on business under the name Om Crops, defaulted on payment of ₹ 9.62 million.
Additionally, an application under Section 156(3) was filed before the Chief Metropolitan
Magistrate, Rohini Courts, Delhi seeking registration of FIR against Satish Singhal and Akash
Singhal. A related case under Negotiable Instruments Act, 1881 is also pending at another
jurisdiction.
c. Our Company has filed a criminal revision petition before the District & Sessions Judge, Akola,
Maharashtra challenging an order passed by the Chief Judicial Magistrate on January 24, 2025
(“Order”) in relation to the allegation of cheque dishonour under Section 138 of the Negotiable
Instruments Act, 1881 against Om Crop Science, seeking to set aside the Order and be granted
permission to add Satishkumar Omprakash Singhal as an additional accused in the ongoing cheque
dishonour proceedings.
d. Our Company filed a FIR dated September 23, 2018, with the Inspector of Police, Vanasthalipuram,
Hyderabad, Telangana, India seeking and lawful punishment against unknown persons for causing
the act of fire, which occurred on September 23, 2018, at our godown situated at plot number 15,
Auto Nagar, Vanasthalipuram, R.R. district.
e. A criminal application dated January 19, 2024 was filed by our Company, through our erstwhile
director, Mohit Kumar Goel, before the Chief Judicial Magistrate, Palwal District, Haryana, under
Section 156(3) of the Code of Criminal Procedure, 1973 (“CrPC”), seeking a judicial direction to
the police to register a FIR for dacoity and trespassing based on the incident of assault towards two
security guards, forcible entry to the premises, and theft that occurred on November 21, 2023
pursuant to the police failing to register the FIR despite multiple written complaints.
f. Our Company filed a petition dated April 21, 2025 under Section 528 Bharatiya Nagarik Suraksha
Sanhita, 2023 before the High Court of Punjab and Haryana at Chandigarh for quashing the criminal
complaint dated June 12, 2018 filed by the State of Punjab, through its chief agriculture officer, Sri
Muktsar Sahib pending before the Trial Court at Malout, District Sri Muktsar Sahib for alleging
that one of our fertilizers, Potassium Nitrate, is misbranded. We have sought quashing on the
grounds that the process of sampling was not undertaken correctly which may have led to incorrect
conclusions.
g. Our Company filed a petition dated April 21, 2025 under Section 528 Bharatiya Nagarik Suraksha
Sanhita, 2023 before the High Court of Punjab and Haryana at Chandigarh for quashing of order
dated November 3, 2018 pending before the Trial Court at Malout, District Sri Muktsar Sahib for
alleging that one of our fertilizers, Zinc ETDA Chelated 12%, is misbranded. We have sought
quashing on the grounds that the process of sampling was not undertaken correctly which may have
led to incorrect conclusions.
(ii) Material civil proceedings
a. Our Company has filed an appeal dated April 23, 2019 before the Supreme Court of India under
Section 22 of the National Green Tribunal Act, 2010, challenging the final judgment dated October
24, 2018 (“Judgement”), passed by the NGT. The appeal arises from a chemical leak incident at
the Inland Container Depot, Tughlakabad, Delhi, involving hazardous fumes that allegedly affected
school children and others. The National Green Tribunal had imposed a total penalty of ₹ 35
million, of which ₹ 10 million was imposed on our Company, applying the principle of strict
liability. We have contended that the Judgment is arbitrary and lacks proper legal reasoning as the
mishandle of the chemical happened in the premises of logistics service provider and the premise
was a customs bound area where our Company had no access. Our Company was only the importer
of the chemical component which was leaked. The appeal seeks setting aside of the Judgement and
reassessment of liability and compensation. Appeals have been filed by Container Corporation of
589India Limited and Apace Transco Private Limited against the Judgement on the grounds that the
Judgement was illegal, unjust and against the principle of law, to which we are also a party.
b. A petition dated November 28, 2022 (“Petition 1”) has been filed before the High Court of Delhi,
New Delhi against Veda Seed Sciences Private Limited (“Veda”) by Kohinoor Seed Fields India
Private Limited (“Kohinoor”), from whom our Company acquired all rights associated with the
trademark, ‘Sadanand’ pursuant to the trademark assignment agreement dated December 1, 2023,
seeking permanent injunction and punitive damages estimated at ₹ 20 million from Veda. The
Petition 1 has been filed alleging infringement and passing off of two registered trademarks by
Veda, one of which is Sadanand (which is registered in our name) by using the trademark in relation
to seeds of cotton hybrids being sold to Indian farmers. Further, a petition dated January 24, 2024
was filed by Veda Specials Court for Trial and Disposal of Commercial Disputes, Ranga Reddy
District against Kohinoor and our Company alleging infringement and passing off by Kohinoor
and our Company (“Petition 2”). Subsequently, to prevent multiplicity of proceedings, Kohinoor
has filed a petition dated April 18, 2024 before the Supreme Court of India seeking seeking transfer
of Petition 2 to the High Court of Delhi, New Delhi. Our Company has further filed an impleadment
application, since it has rights in the trademark “Sadanand” which Veda is infringing.
c. Our Company had filed a complaint dated February 29, 2024 before the High Court of Delhi, New
Delhi against Safex Chemicals India Limited and others, seeking permanent injunction from
infringement of our patent “weedicidal formulation and method of manufacture thereof” by Safex
Chemicals India Limited, for selling a product, which contained the identical composition as that
of the formulation of Clodinafop Propargyl 9% + Metribuzin 20%, which was denied pursuant to
an order by the High Court of Delhi, New Delhi dated May 7, 2025. Subsequently, our Company
has filed an appeal dated May 28, 2025 before the High Court of Delhi, New Delhi.
d. Our Company filed a writ petition dated November 14, 2022 before the High Court of Delhi, New
Delhi challenging the central government’s ‘Restriction on use of Glyphosate Order 2022’ dated
October 21, 2022 seeking a writ of certiorari to quash the notification mandating that the herbicide
‘Glyphosate’, which is an ingredient found in the formulation of herbicides, can only be applied
through licensed pest control operators, and a writ of mandamus to compel Union of India to
consider and hear their prior objections and representations dated October 2, 2020, October 3, 2020,
October 5, 2020, November 10, 2021 and September 26, 2022, respectively under the principles of
natural justice.
e. Our Company filed an insurance claim against New India Assurance Co. Limited following a fire
accident that resulted in the destruction of finished goods, packaging material and materials before
the National Consumer Disputes Redressal Commission, New Delhi (“NCDRC”). Subsequently,
the NCDRC passed its order on December 13, 2019 (“Order”) directing the insurance company to
pay an amount of ₹ 162.26 million along with 9% simple interest from the date of repudiation of
the claim to our Company. New India Assurance Co. Limited has filed an appeal dated December
13, 2019 before the Supreme Court of India. Our Company has additionally filed an execution
application dated July 9, 2020 before NCDRC alleging that New India Assurance Co. Limited has
failed to comply with the Order.
f. Our Company has filed an appeal before the High Court of Delhi, New Delhi dated September 25,
2023 under Section 117(A) of the Indian Patents Act, 1970 against the order dated June 26, 2023
(“Order”) passed by the Deputy Controller of Patents and Designs refusing the grant of the Indian
patent application no. 1982/DEL/2013 in relation to the patent titled ‘Herbicidal Composition’
alleging that the Order is legally and technically incorrect and hence, should be set aside. Further,
the Haryana Pesticides Manufacture Association has filed an application dated September 10, 2024
seeking to be impleaded in the matter opposing the grant of patent to our Company since they are
actively engaged in the same trade as the subject matter of the aforementioned patent.
g. Our Company has filed an appeal before the High Court of Delhi, New Delhi dated June 30, 2023
under Section 117(A) of the Indian Patents Act, 1970 against the six order dated March 28, 2023
(“Order”) passed by the Deputy Controller of Patents and Designs refusing the grant of the Indian
patent application no. 2228/DEL/2011 in relation to the patent titled ‘Herbicidal Composition for
field crops’ alleging that the Orders are legally and technically incorrect and hence, should be set
aside.
590h. Our Company has filed six appeals before the High Court of Delhi, New Delhi dated September 23,
2025 under Section 117(A) of the Indian Patents Act, 1970 against the order dated June 24, 2025
(“Order”) passed by the Deputy Controller of Patents and Designs refusing the grant of the Indian
patent application no. 2324/DEL/2013 in relation to the patent titled as “Pesticidal Composition”
alleging that the Order is legally and technically incorrect and hence, should be set aside.
i. Our Company has filed an appeal before the High Court of Delhi, New Delhi dated May 13, 2022
under Section 117(A) of the Indian Patents Act, 1970 against the order dated January 11, 2022
(“Order”) passed by the Deputy Controller of Patents and Designs refusing the grant of the Indian
patent application no. 1607/DEL/2010 in relation to the patent titled “Insecticidal Composition”
alleging that the Orders are legally and technically incorrect and hence, should be set aside.
j. For details in relation to the writ petition filed by our Company before the Gujarat High Court and
Delhi High Court in relation to claiming of TED refunds by the Joint General of Foreign Trade, see
“Litigations involving our Company – Litigations against our Company – Criminal Proceedings”
on page 584.
D. Tax proceedings by our Company
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax Nil Nil
Indirect tax 3 49.86
Total 3 49.86
*To the extent quantifiable.
II. Litigation involving our Subsidiaries
A. Litigations against our Subsidiaries
(i) Criminal proceedings
Saffire Crop Science Private Limited
a. Based on publicly available information, there are four complaints under Section 138 of the
Negotiable Instruments Act, 1818 which have been filed against Saffire by the Department of
Agriculture, through law enforcement inspector, Pulwama and one by Swal Corporation Limited.
Further, as on date of this Draft Red Herring Prospectus, our Company has not received any
summons or notices in relation to these matters and the disclosure included herein is based on the
publicly available information such as on the e- courts services website.
b. Based on publicly available information, there are five complaints in relation to misbranding under
the Insecticides Act, 1968 which has been filed against Saffire by the relevant authorities from
certain states. Further, as on date of this Draft Red Herring Prospectus, our Company has not
received any summons or notices in relation to these matters and the disclosure included herein is
based on the publicly available information such as on the e- courts services website. The
aforementioned cases also include cases filed by the relevant authorities against Nexus, our
erstwhile subsidiary, which has been merged with Saffire as on the date of this Draft Red Herring
Prospectus pursuant to the Nexus Amalgamation Scheme.
c. Based on publicly available information, there are two traffic challan against Saffire pending before
the courts in Uttar Pradesh, India. Further, as on the date of this Draft Red Herring Prospectus,
Saffire has not received any summons or notices in relation to these matters and the disclosure
included herein is based on the publicly available information such as on the e-courts services
website.
Modern Papers
a. Based on publicly available information, there are three complaints in relation to misbranding under
the Insecticides Act, 1968 which has been filed against Modern Papers by the relevant authorities
from certain states. Further, as on date of this Draft Red Herring Prospectus, our Company has not
591received any summons or notices in relation to these matters and the disclosure included herein is
based on the publicly available information such as on the e- courts services website.
(ii) Material civil proceedings
Modern Papers
A show cause notice dated March 3, 2020 was received by Modern Papers from the Office of the
Commissioner, Central Goods & Services Tax Commissionerate, Jammu and Kashmir to recover the
allegedly excess/ irregular self-credit of ₹ 113.14 million and imposing of penalties on the grounds that
the self-credit filed by Modern Papers as differential claims for the period of July 2013-March 2017 was
allegedly utilized to clear excisable goods and is therefore recoverable.
(iii) Actions taken by regulatory and statutory authorities
Nil
B. Tax proceedings against our Subsidiaries
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax 2 7.05
Indirect tax 8 186.95
Total 10 194.00
*To the extent quantifiable
C. Litigation by our Subsidiaries
(i) Criminal proceedings
Saffire Crop Science Private Limited
As on the date of this Draft Red Herring Prospectus, our Subsidiary, Saffire Crop Science Private Limited
has filed 26 criminal complaints under Section 138 read with Section 142 of the Negotiable Instruments
Act, 1881, alleging dishonour of cheques issued by their distributors towards payment of consideration
for goods supplied by them. The aggregate amount of claim to the extent quantifiable involved in such
matters as on the date of this Draft Red Herring Prospectus is ₹ 13.72 million. These matters are currently
pending at different stages of adjudication before various courts and judicial forums.
Shri Prithvi Agro & Saffire Crop Science LLP
As on the date of this Draft Red Herring Prospectus, our Subsidiary, Shri Prithvi Agro & Saffire Crop
Science LLP has filed eight criminal complaints under Section 138 read with Section 142 of the
Negotiable Instruments Act, 1881, alleging dishonour of cheques issued by their distributors towards
payment of consideration for goods supplied by them, for a claim amount aggregating to ₹ 2.11 million.
These matters are currently pending at different stages of adjudication before various courts and judicial
forums.
Om Traders & Saffire Crop Science LLP
As on the date of this Draft Red Herring Prospectus, our Subsidiary, Om Traders & Saffire Crop Science
LLP has filed a criminal complaint under Section 138 read with Section 142 of the Negotiable
Instruments Act, 1881, alleging dishonour of cheque issued by their distributor towards payment of
consideration for goods supplied by them, for a claim amount of ₹ 0.09 million. This matter is currently
pending adjudication.
(ii) Material civil proceedings
Nil
592D. Tax proceedings by our Subsidiaries
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax Nil Nil
Indirect tax 4 136.28
Total 4 136.28
*To the extent quantifiable
III. Litigation involving our Promoters
A. Litigations against our Promoters
(i) Criminal proceedings
Nand Kishore Aggarwal
a. For details in relation to the first information report registered by the CBI, ACB Gandhinagar
against our Company, Nand Kishore Aggarwal and others, and the related PMLA proceedings
and attachments, see “Litigations involving our Company – Litigations against our Company
– Criminal Proceedings” on page 584.
b. For details in relation to the misbranding case filed against our Company and Nand Kishore
Aggarwal, see “Litigation involving our Company – Litigations against our Company –
Criminal Proceedings” on page 584.
Ankur Aggarwal
a. For details in relation to the first information report registered by the CBI, ACB Gandhinagar
against our Company, Ankur Aggarwal and others, and the related PMLA proceedings and
attachments, see “Litigations involving our Company – Litigations against our Company –
Criminal Proceedings” on page 584.
b. For details in relation to the misbranding case filed against our Company and Ankur Aggarwal,
see “Litigations involving our Company – Litigations against our Company – Criminal
Proceedings” on page 584.
c. A criminal complaint under Section 356 of the Bharatiya Nyaya Sanhita, 2023 has been filed
by Murarilal Singhal against Ankur Aggarwal, Chairman and Managing Director of our
Company, and Satyender Singh, Chief Executive Officer – Seeds of our Company (“Accused
Persons”), alleging that the notice sent by the Accused Persons to Murarilal Singhal for
infringing a registered trademark “Pro Agro 9001” by producing and selling hybrid bajra seeds
under the aforementioned trademark without authorization along with claiming ₹ 5.00 million
as liquidated damages, has been sent with an intention to defame him.
(ii) Actions taken by regulatory and statutory authorities
Nand Kishore Aggarwal
For details in relation to actions taken by regulatory and statutory authorities against our Individual
Promoters, see “- Litigation involving our Company – Litigation against our Company - Actions taken
by statutory or regulatory authorities” above.
Ankur Aggarwal
For details in relation to actions taken by regulatory and statutory authorities against our Individual
Promoters, see “- Litigation involving our Company – Litigation against our Company - Actions taken
by statutory or regulatory authorities” above.
(iii) Material civil proceedings
Nil
(iv) Disciplinary actions including penalties imposed by SEBI or stock exchanges in the last five financial
years including outstanding actions
593Nil
B. Tax proceedings against our Promoters
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax 1 5.57
Indirect tax Nil Nil
Total 1 5.57
*To the extent quantifiable
C. Litigation by our Promoters
(i) Criminal proceedings
Nil
(ii) Material civil proceedings
For details in relation to the writ petition filed by our Company and Promoters before the High Court of
Delhi and Gujarat High Court in relation to claiming of TED refunds by the Joint General of Foreign
Trade, see “Litigations involving our Company – Litigations against our Company – Criminal
Proceedings” on page 584.
D. Tax proceedings by our Promoters
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
*To the extent quantifiable
IV. Litigation involving our Directors
A. Litigation against our Directors
(i) Criminal proceedings
a. For details in relation to the first information report registered by the CBI, ACB Gandhinagar
against our Company, certain of our Directors and others, and the related PMLA proceedings
and attachments, see “Litigations involving our Company – Litigations against our
Company – Criminal Proceedings” on page 584.
b. For details in relation to the misbranding case filed against our Company and Directors, see
“Litigations involving our Company – Litigations against our Company – Criminal
Proceedings” on page 584.
c. For details in relation to the trademark infringement case filed against our Company and
Director, see “Litigations involving our Promoters – Litigations against our Promoters –
Criminal Proceedings” on page 593.
(ii) Actions taken by regulatory and statutory authorities
For details in relation to actions taken by regulatory and statutory authorities against our Directors, see
“- Litigation involving our Company – Litigation against our Company - Actions taken by statutory or
regulatory authorities” above.
(iii) Material civil proceedings
Nil
594B. Tax proceedings against our Directors (excludes the Promoters)
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
*To the extent quantifiable
C. Litigation by our Directors
(i) Criminal proceedings
Nil
(ii) Material civil proceedings
For details in relation to the writ petition filed by our Company and Directors before the Gujarat High
Court and the High Court of Delhi in relation to claiming of TED refunds by the Joint General of Foreign
Trade, see “Litigations involving our Company – Litigations against our Company – Criminal
Proceedings” on page 584.
D. Tax proceedings by our Directors (excludes the Promoters)
Particulars Number of cases Amount involved
(in ₹ million)*
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
*To the extent quantifiable
V. Litigation involving our Key Managerial Personnel and Senior Management
A. Litigation against our Key Managerial Personnel and Senior Management
(i) Criminal proceedings
Ankur Aggarwal
a. For details in relation to the first information report registered by the CBI, ACB Gandhinagar
against our Company, certain of our Key Managerial Personnel, and the related PMLA
proceedings and attachments, see “Litigations involving our Company – Litigations against
our Company – Criminal Proceedings” on page 584.
b. For details in relation to the misbranding case filed against our Company and Key Managerial
Personnel, see “Litigations involving our Company – Litigations against our Company –
Criminal Proceedings” on page 584.
c. For details in relation to the trademark infringement case filed against our Key Managerial
Personnel and member of our Senior Management, see “Litigations involving our Promoters –
Litigations against our Promoters – Criminal Proceedings” on page 593.
595Mohit Kumar Goel
a. For details in relation to the first information report registered by the CBI, ACB Gandhinagar
against our Company, certain of our Senior Management, and the related PMLA proceedings
and attachments, see “Litigations involving our Company – Litigations against our Company
– Criminal Proceedings” on page 584.
b. For details in relation to the misbranding case filed against our Company and member of our
Senior Management, see “Litigations involving our Company – Litigations against our
Company – Criminal Proceedings” on page 584.
Satyender Singh
a. For details in relation to the trademark infringement case filed against Satyender Singh, Chief
Executive Officer – Seeds of our Company, see “Litigations involving our Promoters –
Litigations against our Promoters – Criminal Proceedings” on page 593.
(ii) Actions taken by regulatory and statutory authorities
For details in relation to actions taken by regulatory and statutory authorities against our Key Managerial
Personnel and Senior Management, see “- Litigation involving our Company – Litigation against our
Company - Actions taken by statutory or regulatory authorities” above.
B. Litigation by our Key Managerial Personnel and Senior Management
(i) Criminal proceedings
Nil
VI. Outstanding Dues to Creditors
In accordance with the SEBI ICDR Regulations, our Company, pursuant to the Materiality Policy,
considers all creditors to whom the amount due by our Company exceeds 5% of the total trade payables
of our Company as per the latest period of the Restated Consolidated Financial Information (i.e., ₹ 354.97
million as of September 30, 2025) as material creditors. Details of outstanding dues owed to Material
Creditors, MSME creditors and other creditors of our Company based on such determination are
disclosed below:
Particulars Number of Creditors Amount (₹ million)*
Dues to micro, small and 456 1,479.48
medium enterprises
creditors (the “Small scale
undertaking”)
Other creditors** 853 5,619.90
Total 1,309 7,099.38
*As certified by Bansal & Co LLP, Chartered Accountants, bearing firm registration number 001113N/N500079 by way of their
certificate dated December 17, 2025.
**Includes ₹936.81 million towards provisions for expenses related to stock in transit, expense payables and other miscellaneous
adjustments.
As of September 30, 2025, there are no outstanding over dues to the material creditors.
VII. Material Developments since the Last Balance Sheet
Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of
Operation” on page 533, there have not been no circumstances, since the date of the last financial
statements disclosed in this Draft Red Herring Prospectus, any circumstances which materially and
596adversely affect or are likely to affect our operations, our profitability taken as a whole or the value of
our consolidated assets or our ability to pay our liabilities within the next 12 months.
VIII. Other Confirmations
As of the date of this Draft Red Herring Prospectus, there are no findings/observations of any of the
inspections by SEBI or any other regulator which are material and which needs to be disclosed or
nondisclosure of which may have bearing on the investment decision.
597GOVERNMENT AND OTHER APPROVALS
Set out below is an indicative list of consents, licenses, registrations, permissions, and approvals required by (a)
our Company; and (b) our Material Subsidiary identified for the purposes of the disclosure in this section, Saffire,
which are considered material and necessary for the purposes of undertaking their respective businesses and
operations and for undertaking the Offer (“Material Approvals”). In view of such approvals, licenses, permission
from various governmental and regulatory authorities and registrations, our Company can undertake the Offer
and our Company and Material Subsidiary can conduct its business activities as currently conducted and
disclosed in this Draft Red Herring Prospectus. In addition, certain Material Approvals of our Company and its
Material Subsidiary may have lapsed or expired or may lapse in their normal course and our Company and its
Material Subsidiary have either already made applications to the appropriate authorities for renewal of such
Material Approvals or are in the process of making such renewal applications in accordance with applicable
requirements and procedures.
As of the date of this Draft Red Herring Prospectus, certain licenses, registrations, permits and consents material
to our operations are held in the name of Nexus. Following the effectiveness of the Nexus Amalgamation Scheme
and to the extent permissible under applicable law, we will undertake the procedural steps for transfer,
endorsement or re-issuance, as applicable, of such approvals in the name of Saffire in due course. Certain
approvals may be non-transferable and may require fresh applications. Until such time as the relevant
endorsements or re-issuances are obtained, our operations will continue under the existing approvals held in the
name of Nexus, to the extent permitted by applicable law.
As of the date of this Draft Red Herring Prospectus, certain licenses, registrations, permits and consents material
to our operations are held in the name of I&B Seeds. Following the effectiveness of the I&B Amalgamation Scheme
and to the extent permissible under applicable law, we will undertake the procedural steps for transfer,
endorsement or re-issuance, as applicable, of such approvals in the name of our Company in due course. Certain
approvals may be non-transferable and may require fresh applications. Until such time as the relevant
endorsements or re-issuances are obtained, our operations will continue under the existing approvals held in the
name of I&B Seeds, to the extent permitted by applicable law.
Unless otherwise stated, these Material Approvals are valid as on the date of this Draft Red Herring Prospectus.
For further details in connection with the regulatory and legal framework within which we operate, see “Key
Regulations and Policies in India” on page 343. For details of risk associated with not obtaining or delay in
obtaining the requisite approvals, see “Risk Factors – We require certain approvals, licenses and permits,
including material statutory clearances in the ordinary course of business, and any failure to obtain or retain
them in a timely manner may adversely affect our operations” on page 48.
A. Incorporation details of our Company and Material Subsidiary
a) Our Company
i. Certificate of incorporation dated July 13, 1994, as “Jai Bharat Crop Chemical Private
Limited”, a private limited company under the Companies Act, 1956, issued by the
Registrar of Companies, National Capital Territory of Delhi and Haryana at New
Delhi;
ii. Fresh certificate of incorporation dated November 4, 2010, consequent upon change
of name of our Company from “Jai Bharat Crop Chemical Private Limited” to “Crystal
Crop Protection Private Limited” issued by the Registrar of Companies, National
Capital Territory of Delhi and Haryana at New Delhi;
iii. Fresh certificate of incorporation dated January 3, 2018, consequent upon conversion
from private limited company to public limited company, and the change of name of
our Company from “Crystal Crop Protection Private Limited” to “Crystal Crop
Protection Limited” issued by the RoC; and
iv. Our Company has been allotted corporate identity number
U72100GJ1994PLC097033.
598b) Saffire
(i) Certificate of incorporation dated June 28, 2017, as “Saffire Crop Science Private
Limited”, a private limited company under the Companies Act, 2013, issued by the
Registrar of Companies, Gujarat, Central Registration Centre; and
(ii) Saffire Crop Science Private Limited has been allotted corporate identity number
U74999GJ2017PTC160191.
B. Offer related approvals
For details of corporate and other approvals and authorisations obtained by our Company in relation to
the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 607.
C. Tax related approvals of our Company and its Material Subsidiary
a) Our Company
(i) The permanent account number of our Company is AABCJ3574E;
(ii) The tax deduction account number of our Company is DELJ04230C;
(iii) The Professional tax registrations, under the respective state professional tax
legislations of Andhra Pradesh, Bihar, Gujarat, Madhya Pradesh, Maharashtra,
Telangana, Jharkhand, Assam, Tamil Nadu, Odisha, Karnataka, Punjab and West
Bengal; and
(iv) The GST registrations number for payments under various central and state goods and
services tax legislations, as set forth below:
S.No. Particulars GST Number
1. Crystal Crop Protection Limited-Andhra Pradesh 37AABCJ3574E1ZM
2. Crystal Crop Protection Limited-Assam 18AABCJ3574E1ZM
3. Crystal Crop Protection Limited-Bihar 10AABCJ3574E1Z2
4. Crystal Crop Protection Limited-Chhattisgarh 22AABCJ3574E1ZX
5. Crystal Crop Protection Limited-Delhi 07AABCJ3574E1ZP
6. Crystal Crop Protection Limited-Delhi ISD 07AABCJ3574E2ZO
7. Crystal Crop Protection Limited-Gujarat 24AABCJ3574E1ZT
8. Crystal Crop Protection Limited-Haryana 06AABCJ3574E1ZR
9. Crystal Crop Protection Limited-Jammu & 01AABCJ3574E1Z1
Kashmir
10. Crystal Crop Protection Limited-Jharkhand 20AABCJ3574E1Z1
11. Crystal Crop Protection Limited-Karnataka 29AABCJ3574E1ZJ
12. Crystal Crop Protection Limited- Kerala 32AABCJ3574E2ZV
13. Crystal Crop Protection Limited-Madhya Pradesh 23AABCJ3574E1ZV
14. Crystal Crop Protection Limited-Pune, Maharashtra 27AABCJ3574E1ZN
15. Crystal Crop Protection Limited-Nagpur, 27AABCJ3574E2ZM
Maharashtra
16. Crystal Crop Protection Limited-Orissa 21AABCJ3574E1ZZ
17. Crystal Crop Protection Limited-Punjab 03AABCJ3574E1ZX
18. Crystal Crop Protection Limited-Rajasthan 08AABCJ3574E1ZN
19. Crystal Crop Protection Limited-Tamil Nadu 33AABCJ3574E1ZU
20. Crystal Crop Protection Limited-Telangana 36AABCJ3574E1ZO
21. Crystal Crop Protection Limited-Uttar Pradesh 09AABCJ3574E1ZL
22. Crystal Crop Protection Limited-Uttarakhand 05AABCJ3574E1ZT
23. Crystal Crop Protection Limited-West Bengal 19AABCJ3574E1ZK
b) Saffire
(i) The permanent account number of Saffire Crop Science Private Limited is
AAYCS8737P;
599(ii) The tax deduction account number of Saffire Crop Science Private Limited is
DELS66408G;
(iii) The Professional tax registrations, under the respective state professional tax
legislations of Andhra Pradesh, Punjab, Bihar, Gujarat, Karnataka, Madhya Pradesh,
Maharashtra, Telangana, Jharkhand and West Bengal; and
(iv) The GST registrations number for payments under various central and state goods and
services tax legislations, as set forth below:
S.No. Particulars GST Number
1. Saffire -Andhra Pradesh 37AAYCS8737P1ZW
2. Saffire -Bihar 10AAYCS8737P1ZC
3. Saffire -Chhattisgarh 22AAYCS8737P1Z7
4. Saffire -Delhi 07AAYCS8737P1ZZ
5. Saffire-Delhi-Service 07AAYCS8737P2ZY
6. Saffire -Gujrat 24AAYCS8737P1Z3
7. Saffire -Haryana 06AAYCS8737P1Z1
8. Saffire -Jammu & Kashmir 01AAYCS8737P1ZB
9. Saffire -Jharkhand 20AAYCS8737P1ZB
10. Saffire -Karnataka 29AAYCS8737P1ZT
11. Saffire -Madhya Pradesh 23AAYCS8737P1Z5
12. Saffire -Maharashtra 27AAYCS8737P1ZX
13. Saffire -Punjab 03AAYCS8737P1Z7
14. Saffire -Rajasthan 08AAYCS8737P1ZX
15. Saffire -Telangana 36AAYCS8737P1ZY
16. Saffire -Uttar Pradesh 09AAYCS8737P1ZV
17. Saffire -Uttrakhand 05AAYCS8737P1Z3
18. Saffire -West Bengal 19AAYCS8737P1ZU
D. Labour and employment related approvals of our Company and its Material Subsidiary
a) Our Company
(i) Certificates of registration issued under the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952;
(ii) Certificates of registration issued under the Employees' State Insurance Act, 1948;
(iii) Certificates of registration issued under the Contract Labour (Regulation and
Abolition) Act, 1970 in relation to Jammu Unit 1, Haryana Formulation Unit, Gujarat
Technical Unit, Maharashtra Technical Unit and Telangana R&D Facility; and
(iv) Shops and establishments registrations under the relevant State Shops and Commercial
Establishment Act, 1958 for the Registered Office, Corporate Office and Telangana
R&D Facility.
b) Saffire
(i) Certificate of registration issued under the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952;
(ii) Certificate of registration issued under the Employees' State Insurance Act, 1948;
(iii) Certificate of registration issued under the Contract Labour (Regulation and Abolition)
Act, 1970*; and
(iv) Shops and establishments registration under the relevant State Shops and Commercial
Establishment Act, 1958.
*As on the date of this Draft Red Herring Prospectus, the approval is held in the name of Nexus and the same will be
transferred/endorsed or re-issued in the name of Saffire in due course.
E. Trade Related Approvals applicable to our Company and its Material Subsidiary
600a) Our Company
(i) The importer exporter code bearing number 0504051920, issued by Directorate
General of Foreign Trade; and
(ii) Udyam registration certificate issued by the Micro, Small and Medium Enterprises.
b) Saffire
(i) Udyam registration certificate issued by the Micro, Small and Medium Enterprises.
F. Material Approvals applicable in relation to the business and operations of our Company and Material
Subsidiary
As on the date of this Draft Red Herring Prospectus, our Company has (i) two manufacturing units
situated at Sonipat, Haryana, India and Jammu, Jammu & Kashmir, India (ii) two technical
manufacturing units situated at Nagpur, Maharashtra, India and Dahej, Gujarat, India (iii) three R&D
facilities at Sonipat, Haryana, India, Hyderabad, Telangana, India and Bengaluru, Karnataka, India (iv)
seed processing unit at Bengaluru, Karnataka, India. Furthermore, Saffire has one manufacturing unit
situated in Anand, Gujarat, India. Our Company and Saffire require various approvals, licenses and
registrations under central and state acts, rules and regulations in India to carry on its business and
operations. Set forth below are the Material Approvals obtained by our Company and Saffire in relation
to its business and operations:
a) Our Company*
(i) Legal metrology: Certificate of registration issued under the Legal Metrology
(Packaged Commodities) Rules, 2011, in relation to Jammu Unit 1, Haryana
Formulation Unit, and Maharashtra Technical Unit and certificate of verification
issued under the Standards of Weights and Measures (Packaged Commodities) Rules,
1977 in relation to Jammu Unit 1, Gujarat Legal Metrology (Enforcement) Rules, 2011
in relation to Gujarat Technical Unit and Karnataka Legal Metrology (Enforcement)
Rules, 2021 in relation to Bengaluru Seed Unit.
(ii) Fire no objection certificate: No objection certificate issued under different state
legislations in relation to Jammu Unit 1 and Haryana Formulation.
(iii) Factory license: Factory license issued under the Factories Act, 1948 and the rules
notified thereunder, in relation to Jammu Unit 1, Haryana Formulation Unit, Gujarat
Technical Unit and Maharashtra Technical Unit.
(iv) Manufacturing of insecticides: License to manufacture issued under the Insecticides
Act, 1968 and rules made thereunder, in relation to Jammu Unit 1, Haryana
Formulation Unit, Gujarat Technical Unit and Maharashtra Technical Unit.
(v) Import and storage of Petroleum: License issued under the Petroleum Rules, 2002 in
relation to Jammu Unit 1, Haryana Formulation Unit, Gujarat Technical Unit and
Maharashtra Technical Unit.
(vi) Use of solvent: Solvent license issued under the Solvent, Raffinate and Slop
(Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000 in
relation to Jammu Unit 1, Haryana Formulation Unit and Gujarat Technical Unit.
(vii) Sale, stock, exhibition and distribution of insecticides: License issued under the
Insecticides Act, 1968 and Insecticides Rules, 1971, for sale, stock, exhibition and
distribution of insecticides in the various Indian states.
(viii) Manufacture, sell, stock or exhibit seeds: License issued under the Seeds (Control)
Order, 1983, for sale or distribution as a dealer in various Indian states.
(ix) Manufacture, sell, stock or exhibit fertilizers: License issued under the fertilizer
(Control) Order, 1985, for sale or distribution in various Indian states.
(x) Environment related approvals: (i) Consent to establish under the Air (Prevention and
Control of Pollution) Act, 1981, the Water (Prevention and Control of Pollution) Act,
1974, the Hazardous and Other Wastes (Management and Transboundary Movement)
Rules, 2016 and the rules respectively made thereunder in relation to Jammu Unit 1,
Haryana Formulation Unit, Gujarat Technical Unit and Maharashtra Technical Unit;
(ii) Consent to operate under the Air (Prevention and Control of Pollution) Act, 1981
and the Water (Prevention and Control of Pollution) Act, 1974, and the rules
601respectively made thereunder, and (ii) certificate of registration for hazardous waste
management under the Hazardous and Other Wastes (Management and Transboundary
Movement) Rules, 2016, each in relation to Jammu Unit 1, Haryana Formulation Unit,
Gujarat Technical Unit, Maharashtra Technical Unit, and Telangana R&D Facility.
(xi) Disposal of plastic waste: Registration certificate for brand owner under the Plastic
Waste Management Rules, 2016.
(xii) Commercial sale of BT cotton hybrids: Permission under the Rules for the
Manufacture, Use, Import, Export and Storage of Hazardous Micro-organisms
Genetically Engineered Organisms or Cells, 1989 in various Indian states.
(xiii) Inorganic and organic chemicals: Registration cum membership certificate under the
provisions of Foreign Trade Policy, Government of India.
(xiv) Use of boiler: Certificate issued under the Boilers Act, 1923 in relation to Maharashtra
Technical Unit, Haryana Formulations Units, Gujarat Technical Unit and Bengaluru
Seed Unit.
(xv) Permanent registration: Certificate issued under the Micro, Small and Medium
Enterprises Development Act, 2006 in relation to Jammu Unit 1, Haryana Formulation
Unit, Maharashtra Technical Unit and Gujarat Technical Unit.
(xvi) Digging of bore well: Permission for grant of digging of bore well issued in relation
to Jammu Unit 1.
(xvii) Storage of poison: License under the Poisons Act, 1919 in relation to the Maharashtra
Technical Unit and Gujarat Technical Unit.
(xviii) Environment clearance: Environmental clearances issued in relation to Haryana
Formulation Unit, Maharashtra Technical Unit and Gujarat Technical Unit.
(xix) Abstraction of groundwater: No objection certificate issued in relation to Haryana
Formulation Unit.
(xx) Diesel generator set: Registration under the Bombay Electricity Duty Rules, 1962,
Central Electricity Authority (Measures relating to Safety and Electric Supply)
Regulations, 2010 in relation to Maharashtra Technical Unit and Gujarat Technical
Facility.
(xxi) Research & development: Registration of the in-house R&D units issued in relation
to KRDC, Telangana R&D Facility and Bengaluru R&D Facility.
(xxii) Seed Importer: Registration certificate issued under National Policy on Seed
Development in relation to the Bengaluru Seed Unit.
(xxiii) Product registrations: Registrations obtained under the Insecticides Act, 1968, and
rules made thereunder, for the manufacture, technical import and export of our
products.
* I&B Seeds has amalgamated with our Company pursuant to an order passed by the National Company Law Tribunal, Ahmedabad
Bench on November 17, 2025. As on the date of this Draft Red Herring Prospectus, the approvals pertaining to the Bengaluru Seed
Unit are held in the name of I&B Seeds. Such approvals will be transferred, endorsed or re-issued in the name of our Company in
due course, to the extent required and subject to receipt of the requisite consents and permissions from the relevant authorities.
b) Saffire*
(i) Legal metrology: Certificate of registration issued under the Legal Metrology
(Packaged Commodities) Rules, 2011, in relation to Gujarat Formulation Unit.
(ii) Factory license: Factory license issued under the Factories Act, 1948 and the rules
notified thereunder, in relation to Gujarat Formulation Unit.
(iii) Manufacturing of insecticides: License to manufacture issued under the Insecticides
Act, 1968 and rules made thereunder, in relation to Gujarat Formulation Unit.
(iv) Sale, stock, exhibition and distribution of insecticides: License issued under the
Insecticides Act, 1968 and Insecticides Rules, 1971, for sale, stock, exhibition and
distribution of insecticides in the various Indian states.
(v) Import and storage of Petroleum: License issued under the Petroleum Rules, 2002 in
relation to Gujarat Formulation Unit.
(vi) Use of solvent: Solvent license issued under the Solvent, Raffinate and Slop
(Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000 in
relation to Gujarat Formulation Unit.
(vii) Environment related approvals: (i) Consent to operate under the Air (Prevention and
Control of Pollution) Act, 1981 and the Water (Prevention and Control of Pollution)
Act, 1974, and the rules respectively made thereunder and (ii) certificate of
602registration for hazardous waste management under the Hazardous and Other Wastes
(Management and Transboundary Movement) Rules, 2016, in relation to Gujarat
Formulation Unit.
(xxiv) Product registrations: Registrations obtained under the Insecticides Act, 1968, and
rules made thereunder, for the manufacture, technical import and export of our
products.
*As on the date of this Draft Red Herring Prospectus, the above mentioned approvals are held in the name of Nexus. These
approvals will be transferred/endorsed or re-issued in the name of Saffire in due course, to the extent required and subject to
receipt of the requisite consents and permissions from the relevant authorities.
G. Material Approvals pending in respect of our Company and its Material Subsidiary
Material approvals or renewals for which applications are currently pending before relevant authorities
Nil
Material approvals expired and renewal yet to be applied for
Nil
Material approvals required but not obtained or applied for
Nil
H. Intellectual Property
a) Trademarks
Crop Protection Business
As on the date of this Draft Red Herring Prospectus, our Company has 276 trademarks registered and
Saffire has 69 trademarks registered under various classes in India.
As on the date of this Draft Red Herring Prospectus, our Company has two trademark applications that
have been accepted and advertised but not yet registered, five trademark applications that are objected
by examiner, 23 trademark applications that are opposed by third parties, 35 trademark applications have
passed the formality check and are in queue for examination and one trademark application is expired or
refused. Further, Saffire has 24 pending trademark applications that have passed the formality check and
are in queue for examination, three trademark applications are objected by examiner, 13 trademark
applications are opposed and three trademark applications are refused or expired.
Further, as on the date of this Draft Red Herring Prospectus, our Company has four trademarks registered
in overseas jurisdictions, such as Thailand and Vietnam.
Seed Business
As on the date of this Draft Red Herring Prospectus, our Company has 114 trademarks registered under
various classes in India.
As on the date of this Draft Red Herring Prospectus, Saffire has six trademark applications that have
been accepted and advertised but not yet registered, four trademark applications that are objected by
examiner, four trademark applications that are opposed by third parties and are being defended, two
trademark applications have passed the formality check and are in queue for examination and two
trademark applications have failed formalities check. Further, Saffire has one trademark application in
India which is opposed by third parties and being defended.
Our use of certain trademarks is governed by various agreements. For further information regarding these
agreements, see “History and Certain Other Corporate Matters – Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of
assets, etc. in the last 10 years” on page 363.
603b) Patents
As on the date of this Draft Red Herring Prospectus, our Company holds 28 patents globally, out of
which 18 patent applications have been examined and granted in India and two patent applications are
presently under examination and four patent application are refused and being contested by us, as on the
date of this Draft Red Herring Prospectus. Our Company has filed four patent applications in other
jurisdictions, out of which we have obtained two patent applications, which have been examined and
granted in Indonesia and Philippines and two patent applications are presently under examination in
Vietnam and Thailand.
c) Copyrights
As on the date of this Draft Red Herring Prospectus, our Company has one copyright registration in India.
d) Designs
As on the date of this Draft Red Herring Prospectus, our Company holds 11 design registrations in India
and one design application stand expired, withdrawn, abandoned or refused.
e) Plant Varieties
As on the date of this Draft Red Herring Prospectus, our Company has registration certificates for 64
plant varieties, 21 plant varieties applications are currently pending at various stages of the registration
process, and 32 plant varieties applications have been withdrawn or closed.
604OUR GROUP COMPANIES
As per the requirements of the SEBI ICDR Regulations, group companies of an issuer company include such
companies (other than the promoter(s) and subsidiary(ies) of such issuer company)
(i) with which there were related party transactions, during the period for which financial information
is disclosed in the offer documents, as covered under the applicable accounting standards; and
(ii) (other companies as considered ‘material’ by the board of directors of such issuer company.
(“Materiality Policy”).
In relation to point (ii) above (in addition to the companies identified as “group company” under point (i) above),
our Board, through its resolution dated December 12, 2025 has also considered such companies as material for
classification as “group companies”, which are not our Subsidiaries and that are members of our Promoter Group
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and have entered into one or more related party
transactions during the last completed Financial Year and the stub period, if any, which individually or in the
aggregate, exceed 10% of the total revenue from operations of our Company, for the last completed Financial
Year, as included in this Draft Red Herring Prospectus.
Based on the parameters mentioned above, as on the date of this Draft Red Herring Prospectus, we have identified
the following as the Group Companies, the details of which are set forth below:
Sr. Name of Group Company Registered address
No.
1. R7 edson Retail and Reality Private Limited A-88, Ashok Vihar, Phase-1, New Delhi 110 052, Delhi, India
2. A viral Crop Science Private Limited 320/02, Flower Garden, K H Ranganatha Colony Opp.
BHEL, Mysore Road, Bengaluru, 560 026, Karnataka, India
3. Q1 uay Intech Private Limited B-95, Wazirpur Industrial Area, New Delhi 110 052 Delhi,
India
4. T3 arget Genetics Company Limited 134, Village No. 4, San Kamphaeng sub-district, San
Kamphaeng district, Chiang Mai province 50130 Thailand
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset
value, of the Group Companies (determined on the basis of their market capitalization or annual turnover, as
applicable), based on their respective audited financial statements for the preceding three years shall be hosted on
the website of our Company, as indicated below. Such financial information of the Group Companies does not
constitute a part of this Draft Red Herring Prospectus and should not be considered as part of information that any
investor should consider before making any investment decision. Our Company is providing links to such websites
solely to comply with the requirements specified under the SEBI ICDR Regulations. Neither our Company nor
any of the BRLMs, the Promoters, the Selling Shareholders and their respective directors, employees, affiliates,
associates, advisors, agents or representatives accept any liability whatsoever for any loss arising from any
information presented or contained in the websites given below.
Sr. No. Name of Group Company Website
1. Redson Retail and Reality Private Limited www.crystalcropprotection.com
2. Aviral Crop Science Private Limited www.crystalcropprotection.com
3. Quay Intech Private Limited www.crystalcropprotection.com
4. Target Genetics Company Limited www.crystalcropprotection.com
Common pursuits
As on the date of this Draft Red Herring Prospectus, Redson Retail and Reality Private Limited, Aviral Crop
Science Private Limited and Target Genetics Company Limited are authorized to engage in similar business to
that of our Company, and accordingly there may be common pursuits between our Company and our Group
Companies.
Our Company will adopt necessary procedures and practices as permitted by law to address any situations of
conflict of interest, if and when they arise.
605Nature and interests of our Group Companies
As on the date of this Draft Red Herring Prospectus, our Group Companies do not have any interest in the
promotion of our Company.
Our Group Companies do not have any interest in any property acquired by our Company in the three years
preceding the date of filing this Draft Red Herring Prospectus or proposed to be acquired by our Company as on
the date of this Draft Red Herring Prospectus.
Our Group Companies do not have an interest in any transaction by our Company pertaining to acquisition of
land, construction of building, supply of machinery, etc.
Our Group Companies do not have any securities listed on any stock exchange.
As on the date of this Draft Red Herring Prospectus, except as disclosed in “Restated Consolidated Financial
Information – Note 42 – Information on related party transactions pursuant to Ind AS 24 – Related Party
Disclosures” on page 484 and including as set out below, our Group Companies do not have any (i) any business
interests in the Company; and (ii) related business transactions.
a) Our Company has entered into a lease agreement dated May 1, 2025, with Redson Retail and Reality Private
Limited, where our one of our Individual Promoter, Ankur Aggarwal is a shareholder. Pursuant to such
agreement, our Company has taken the premise of our Corporate Office on lease for a term of 11 months
with effect from May 1, 2025 till March 31, 2026 and pays a monthly rent of ₹ 2.99 million to Redson Retail
and Reality Private Limited; and
b) Our Company avails manpower services from Aviral Crop Science Private Limited, including manpower
placement and consultancy. During the previous fiscal year, Aviral Crop Science Private Limited conducted
commercial transactions amounting to ₹658.17 million with our Company.
Litigation
As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Companies
which may have a material impact on our Company.
Other Confirmations
Except as disclosed in “- Nature and interests of our Group Companies”, there is no conflict of interest between
the lessors of the immovable properties (which are crucial for operations of the Company) and our Company,
Promoters, members of the Promoter Group, Key Managerial Personnel, Directors, Subsidiaries, its directors and
Group Companies.
There is no conflict of interest with the suppliers of raw materials and third party service providers (crucial for
operations of the Company).
606OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate approvals
• The Board has authorised the Offer pursuant to a resolution dated December 12, 2025.
• The Shareholders have authorised the Fresh Issue, pursuant to a special resolution passed at their
extraordinary general meeting held on December 17, 2025.
• The Board has taken on record the consent letters/authorization letters, as applicable of each of the Selling
Shareholders to participate in the Offer for Sale pursuant to its resolution dated December 17, 2025.
• This Draft Red Herring Prospectus has been approved pursuant to a resolution passed by the Board dated
December 17, 2025.
Approval from the Selling Shareholders
Each of the Selling Shareholders have, severally and not jointly, confirmed and approved the inclusion of its
respective portion of the Offered Shares in the Offer for Sale, as set forth below:
Name of the Selling Maximum number of Date of consent letter Date of board
Shareholder Equity Shares offered for resolution/ corporate
sale authorisation
Investor Selling Shareholders
International Finance Up to 1,191,124 Equity December 17, 2025 NA
Corporation* Shares
IFC Emerging Asia Fund, LP# Up to 1,985,206 Equity December 17, 2025 NA
Shares
Promoter Selling Shareholders
Nand Kishore Aggarwal Up to 1,057,257 Equity December 17, 2025 NA
Shares
Ankur Aggarwal Up to 2,114,500 Equity December 17, 2025 NA
Shares
Komal Aggarwal Up to 1,057,300 Equity December 17, 2025 NA
Shares
*An aggregate of 11,250,000 CCDs will be converted into 4,668,285 Equity Shares, prior to the filing of the Red Herring Prospectus with the
RoC.
#An aggregate of 18,750,000 CCDs will be converted into 7,780,525 Equity Shares, prior to the filing of the Red Herring Prospectus with the
RoC.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares of face
value of ₹10 each pursuant to their letters dated [●] and [●], respectively.
Prohibition by Securities and Exchange Board of India, the Reserve Bank of India or governmental
authorities
Our Company, Promoters (the person in control of our Company), members of our Promoter Group, Directors,
and each of the Selling Shareholders 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.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Each of our Company, Promoters, members of our Promoter Group and each of the Selling Shareholders, severally
and not jointly, confirms that it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
to the extent applicable thereto in respect of its respective holding in our Company, as on the date of this Draft
Red Herring Prospectus.
607Directors associated with the securities market
None of our Directors are associated with the securities market in any manner. Further, no outstanding action has
been initiated by SEBI against any of our Directors in the five years preceding the date of this Draft Red Herring
Prospectus.
Eligibility for the Offer
Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following
manner:
• our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held
in monetary assets for Fiscal 2025;
• our Company has an average operating profit of at least ₹150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each
of these preceding three years;
• our Company has a net worth of at least ₹10.00 million in each of the three preceding full years (of 12
months each), calculated on a restated and consolidated basis; and
• there has been no change of name of our Company at any time during the one year immediately preceding
the date of filing of this Draft Red Herring Prospectus.
Set forth below are details of our Company’s net tangible assets, monetary assets, % of monetary assets to net
tangible assets, operating profit and net worth, derived from our Restated Consolidated Financial Information
included in this Draft Red Herring Prospectus.
(₹ in million, unless otherwise stated)
Financial year ended as on
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net tangible assets(1) (A) 4,573.31 9,232.37 9,141.22
Monetary assets(2) (B) 2,190.51 3,709.10 2,289.62
% of net monetary assets to net tangible assets (B/A*100) 47.90 40.17 25.05
Pre-tax operating profit(3) 1,879.72 1,134.69 1,395.58
Average pre-tax operating profit 1,470.00
Net Worth(4) 16,001.03 14,883.85 14,080.95
Notes:
(1) Net Tangible Assets, on restated basis have been computed as sum of all assets of our Company excluding goodwill, other intangible
assets, intangible assets under development and reduced by total liabilities of our Company.
(2) Monetary assets represent cash and cash equivalents, bank balances other than cash and cash equivalent, deposits due to mature
within or after 12 months of the reporting date, interest accrued, and investment in commercial papers (quoted and unquoted), fixed
deposits with others, bonds, debentures and mutual funds.
(3) Pre-tax Operating Profit has been calculated as profit before share of loss of associate and tax plus finance costs and less other income.
(4) Net Worth means the aggregate value of the paid-up share capital and all reserves 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, as per the audited balance sheet, but does not include reserves created out
of revaluation of assets, write-back of depreciation and amalgamation for the six months period ended September 30, 2025 and the
Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 in accordance with Regulation 2(1)(hh) of the SEBI
ICDR Regulations. Accordingly, share application money pending for allotment, capital reserve, foreign currency translation reserve,
effective portion of cash flow hedges and Non-controlling interest have been excluded from computation of Net Worth in accordance
with Section 2(57) of the Companies Act, 2013.
Our Company had operating profits in each of the Financial Years 2025, 2024 and 2023 based on our Restated
Consolidated Financial Information, as indicated in the table above. 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.
Our Company is in compliance with the following conditions specified in Regulation 5 of the SEBI ICDR
Regulations:
(a) our Company, the Promoters, the members of our Promoter Group, or our Directors and each of the Selling
Shareholders, are not debarred from accessing the capital market by SEBI;
608(b) none of our Promoters or our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI;
(c) none of our Company, our Promoters or Directors have been categorized as a Wilful Defaulter or a Fraudulent
Borrower;
(d) none of our Individual Promoters and our Directors are Fugitive Economic Offenders; and
(e) as on the date of this Draft Red Herring Prospectus, except for the CCDs and options granted pursuant to the
ESOP Schemes, 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.
Further, the specified securities of our Company held by our Promoter, members of the Promoter Group, Selling
Shareholders, Directors, Key Managerial Personnel, Senior Management, employees, QIBs, and entities regulated
by the financial sector regulators (as defined under the SEBI ICDR Regulations), to the extent applicable are in
dematerialised form.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application monies shall be refunded forthwith in accordance with the SEBI ICDR Regulations and other
applicable laws.
Each of the Selling Shareholders, severally and not jointly, confirms that its respective portion of the Offered
Shares is in compliance with Regulation 8 of the SEBI ICDR Regulations, and it has held its respective portion
of the Offered Shares for a period of at least one year prior to the date of filing of this Draft Red Herring
Prospectus.
DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING IIFL CAPITAL SERVICES
LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED), DAM CAPITAL ADVISORS
LIMITED AND MOTILAL OSWAL INVESTMENT ADVISORS LIMITED HAVE CERTIFIED THAT
THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS AND EACH OF THE SELLING
SHAREHOLDERS, SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THIS DRAFT RED
HERRING PROSPECTUS IN RELATION TO ITSELF FOR ITS RESPECTIVE PORTION OF THE
OFFERED SHARES, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITIES
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGERS, BEING IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL
SECURITIES LIMITED), DAM CAPITAL ADVISORS LIMITED AND MOTILAL OSWAL
INVESTMENT ADVISORS LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED DECEMBER 17, 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.
609THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING
PROSPECTUS.
Disclaimer from our Company, our Directors, the Selling Shareholders, and the Book Running Lead
Managers (“BRLMs”)
Our Company, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued
by or at our Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website at www.crystalcropprotection.com or the websites of any Subsidiaries or affiliate of our
Company or of any of the Selling Shareholders, would be doing so at his or her own risk.
Each of the Selling Shareholders, its respective directors, partners, designated partners, trustees, agents, affiliates,
associates, and officers accept no responsibility for any statements made or undertakings provided in this Draft
Red Herring Prospectus, other than those specifically confirmed or undertaken by such Selling Shareholder jointly
and not severally, and only in relation to itself as a Selling Shareholder , and/or to its respective portion of the
Equity Shares offered by the Selling Shareholders through the Offer for Sale.
All information, to the extent required in relation to the Offer, shall be made available by our Company, the Selling
Shareholders (each with respect to itself and its respective portion of the Offered Shares) and the BRLMs to the
public and investors at large and no selective or additional information would be available for a section of the
investors in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding
Centres or elsewhere.
Bidder who Bid in the Offer will be required to confirm and would be deemed to have represented to our Company,
the Selling Shareholders, Underwriters and their respective directors, partners, designated partners, trustees,
officers, agents, affiliates, associates, 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.
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, its Subsidiaries, Group Company, each of the Selling
Shareholders and their respective directors and officers, group companies, affiliates or associates or third parties
in the ordinary course of business and has engaged, or may in the future engage, in commercial banking and
investment banking transactions with our Company, its Subsidiaries, Group Company, each of the Selling
Shareholders and their respective affiliates or associates or third parties, for which they have received, and may
in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls
or is controlled by or is under common control with another person or entity.
None of the Selling Shareholders is liable for any failure in downloading 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 Bank 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.
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, as amended, 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), NBFC-SI 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 IRDAI, permitted provident funds
(subject to applicable law) and permitted pension funds (subject to applicable law), National Investment Fund,
610insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department of Posts, GoI and permitted Non-Residents including FPIs and Eligible NRIs, AIFs,
and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations
to purchase the Equity Shares in the Offer in any jurisdiction, including India.
This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares
in the Offer in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform
himself or herself about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity
Shares offered in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India
or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the
preliminary international wrap for the Offer, if the recipient is outside India.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft
Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus, nor any
offer or sale hereunder, shall, under any circumstances, create any implication that there has been no change in
our affairs or in the affairs of our Company or any of the Selling Shareholders from the date hereof or that the
information contained herein is correct as of any time subsequent to this date.
Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number
of Equity Shares that can be held by them under applicable law.
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate courts in Delhi, India only.
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.
Eligibility and transfer restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States and, unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with any applicable state securities
laws. Accordingly, the Equity Shares 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 and the applicable
laws of the jurisdiction where those offers and sales are made.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any
such jurisdiction except in compliance with the applicable laws of such jurisdiction.
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision investor must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved.
611Disclaimer clause of BSE Limited
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to filing with the RoC.
Disclaimer clause of National Stock Exchange of India Limited
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to filing with the RoC.
Listing
The Equity Shares proposed to be Allotted pursuant to the Red Herring Prospectus and the Prospectus are proposed
to be listed on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining permission
for the listing and trading of the Equity Shares being issued and sold in the Offer and [●] will be the Designated
Stock Exchange, with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares are not granted by the Stock
Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in
pursuance of the Red Herring 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/Offer Closing Date or such other period as may be prescribed by the SEBI.
If our Company does not allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by the 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.
The Selling Shareholders shall provide such reasonable assistance as may be requested by our Company, to the
extent such assistance is required from the Selling Shareholders in relation to the Offered Shares to facilitate the
process of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time
prescribed by SEBI.
Consents
Consents in writing of: (a) each of our Directors, Promoters, the Selling Shareholders, the members of our
Promoter Group, our Company Secretary and Compliance Officer, our Statutory Auditor, the legal counsel to our
Company, the bankers to our Company, industry report provider, independent chartered accountant, independent
chartered engineer, intellectual property consultant, the independent practicing company secretary, valuers, the
BRLMs and Registrar to the Offer have been obtained; and (b) the Syndicate Members, Escrow Collection Bank,
Public Offer Account Bank, Sponsor Bank, Refund Bank and Monitoring Agency to act in their respective
capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required
under the Companies Act, 2013. Further, such consents obtained under (a) have not been withdrawn up to the date
of this Draft Red Herring Prospectus.
Experts to the Offer
1. Our Company has received written consent dated December 17, 2025 from our Statutory Auditor, Walker
Chandiok & Co LLP, Chartered Accountants, bearing firm registration number 001076N/N500013, holding
a valid peer review certificate from ICAI to include their name as required under Section 26(5) of the
Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our
Statutory Auditor, and in respect of their (i) examination report dated December 12, 2025 on our Restated
Consolidated Financial Information; and (ii) their report dated December 17, 2025 on the statement of special
tax benefits available to our Company and its Shareholders under the applicable tax laws of India, in this
Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as
612defined under the U.S. Securities Act.
2. Our Company has also received written consent dated December 17, 2025 from Bansal & Co LLP, Chartered
Accountants, bearing firm registration number 001113N/N500079, registered with the ICAI to include their
name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in
this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013,
to the extent of their report dated December 17, 2025 on the statement of special tax benefits available to our
Material Subsidiary, Saffire Crop Science Private Limited under applicable tax laws of India, and in respect
of various certifications issued by them in their capacity as independent chartered accountant to our Company
on certain financial and operational information included in this Draft Red Herring Prospectus. However, the
term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
3. Our Company has received written consent dated December 17, 2025 from Deepankar Sharma, Independent
Chartered Engineer, bearing membership number M-1436635, to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring
Prospectus and referred to as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in
respect of the certification issued by them in their capacity as independent chartered engineer to our Company.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
4. Our company has received written consent dated December 17, 2025 from Shashank Pashine & Associates,
Practicing Company Secretary, bearing membership number F11665 and CP number 21229, to include their
name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this
Draft Red Herring Prospectus and referred to as an “expert” as defined under Section 2(38) of the Companies
Act, 2013 in respect of the certification issued by them in their capacity as an independent practicing company
secretary to our Company. However, the term “expert” shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
5. Our Company has received written consent dated December 17, 2025 from Gyanveer Singh and Karmveer
of LexAnalytico Consulting, Intellectual Property Consultant, to include their name in this Draft Red Herring
Prospectus and referred to as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in
respect of the certification issued by them in their capacity as intellectual property consultant to our Company.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Particulars regarding public or rights issues during the last five years
Our Company has not undertaken any public issue or any rights issue, during the five years preceding the date of
this Draft Red Herring Prospectus.
Commission or brokerage on previous issues in 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 during the five years preceding the date of this Draft Red Herring Prospectus.
Capital issues in the preceding three years by our Company, our listed group company, subsidiaries and
associates of our Company
Except as disclosed in “Capital Structure – Notes to capital structure – Equity share capital of our Company”
on page 118, our Company has not made any capital issue during the three years preceding the date of this Draft
Red Herring Prospectus. As on the date of this Draft Red Herring Prospectus, none of our Group Companies,
Subsidiaries and Associate are listed.
Performance vis-à-vis objects – public/rights issue of our Company
Our Company has not undertaken any public issues, including any rights issues to the public in the five years
immediately preceding the date of this Draft Red Herring Prospectus.
613Performance vis-à-vis objects - public/rights issue of any listed Subsidiaries/Promoters of our Company
As on the date of this Draft Red Herring Prospectus, none of our Corporate Promoter or Subsidiaries are listed on
any stock exchange.
[The remainder of this page has been intentionally left blank]
614Price information of past issues handled by the Book Running Lead Managers
Price information disclosed below is as per the respective designated stock exchanges as disclosed by the respective issuers at the time of their respective issues
IIFL Capital Services Limited (Formerly known as IIFL Securities Limited)
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by IIFL Capital Services
Limited (Formerly known as IIFL Securities Limited)
Sr. No. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in +/- % change in closing +/- % change in
(in ₹ Price (₹) stock Price on closing price*, [+/- % price*, [+/- % change in closing price*,
million) exchange as Listing change in closing closing benchmark]- 90th [+/- % change in
disclosed in Date benchmark]- 30th calendar days from closing
the red calendar days from listing benchmark]-
herring listing 180th calendar
prospectus days from listing
filed
1. Tata Capital 155,118.7 326.00 NSE October 13, 2025 330.00 -0.11%, [+1.85%] N.A. N.A.
Limited
2. Rubicon 13,775.00 485.00(1) NSE October 16, 2025 620.00 +47.18%, [+1.27%] N.A. N.A.
Research Limited
3. Studds 4,554.88 585.00 BSE November 7, 2025 570.00 -8.33%, [+3.00%] N.A. N.A.
Accessories
Limited
4. Emmvee 29,000.00 217.00 NSE November 18, 2025 217.00 -18.14%, [-0.35%] N.A. N.A.
Photovoltaic
Power Limited
5. Capillary 8,775.01 577.00(2) BSE November 21, 2025 560.00 N.A. N.A. N.A.
Technologies
India Limited
6. Sudeep Pharma 8,950.00 593.00 NSE November 28, 2025 730.00 N.A. N.A. N.A.
Limited
7. Aequs Limited 9,218.12 124.00(3) NSE December 10, 2025 140.00 N.A. N.A. N.A.
8. Wakefit 12,888.89 195.00 NSE December 15, 2025 195.00 N.A. N.A. N.A.
Innovations
Limited
9. Corona Remedies 6,553.71 1,062.00(4) NSE December 15, 2025 1,470.00 N.A. N.A. N.A.
Limited
10. Nephrocare 8,710.48 460.00(5) NSE December 17, 2025 490.00 N.A. N.A. N.A.
Health Services
Limited
Source: www.nseindia.com; www.bseindia.com, as applicable
615(1) A discount of ₹46 per equity share was offered to eligible employees bidding in the employee reservation portion.
(2) A discount of ₹52 per equity share was offered to eligible employees bidding in the employee reservation portion.
(3) A discount of ₹11 per equity share was offered to eligible employees bidding in the employee reservation portion.
(4) A discount of ₹54 per equity share was offered to eligible employees bidding in the employee reservation portion.
(5) A discount of ₹41 per equity share was offered to eligible employees bidding in the employee reservation portion.
*Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above
calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th/ 90th/ 180th calendar day from listing day is a holiday, the closing
data of the previous trading day has been considered. % change taken against the issue price in case of the issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public
offers.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by IIFL Capital Services Limited (Formerly known as IIFL Securities Limited).
No. of IPOs trading at No. of IPOs trading at
No. of IPOs trading at discount No. of IPOs trading at premium
discount – 180th calendar premium – 180th calendar
Total – 30th calendar days from listing – 30th calendar days from listing
Financial Total Funds Raised days from listing days from listing
No. of
Year (in ₹ million) Less Less
IPO’s Over Between Less than Over Between Less than Over Between Over Between
than than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 50% 25-50%
25% 25%
2023-24 15 154,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 16 481,737.17 - - 1 6 4 5 - 2 - 6 4 4
2025-26 24 534,240.07 - 1 7 1 4 5 - - 2 - - 1
Source: www.nseindia.com; www.bseindia.com, as applicable
Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective
date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.
DAM Capital Advisors Limited
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by DAM Capital Advisors
Limited
+/- % change in +/- % change in +/- % change in
Opening closing price, [+/- % closing price, [+/- % closing price, [+/- %
S. Issue size price on change in closing change in closing change in closing
Issue name Issue price (₹) Listing date
No. (₹ million) listing date benchmark]- 30th benchmark]- 90th benchmark]- 180th
(in ₹) calendar days from calendar days from calendar days from
listing listing listing
1. Park Medi World Limited(1) 9,200.00 162.00 December 17, 2025 158.80 Not Applicable Not Applicable Not Applicable
2. Midwest Limited(1) 4,510.00 1,065.00@@ October 24, 2025 1,165.00 +13.67%, [+1.06%] Not Applicable Not Applicable
3. TruAlt Bioenergy Limited(2) 8,392.80 496.00 October 3, 2025 550.00 -9.79%, [+3.36%] Not Applicable Not Applicable
616+/- % change in +/- % change in +/- % change in
Opening closing price, [+/- % closing price, [+/- % closing price, [+/- %
S. Issue size price on change in closing change in closing change in closing
Issue name Issue price (₹) Listing date
No. (₹ million) listing date benchmark]- 30th benchmark]- 90th benchmark]- 180th
(in ₹) calendar days from calendar days from calendar days from
listing listing listing
4. Jain Resource Recycling 12,500.00 232.00 October 1, 2025 265.05 +71.37%, [+4.19%] Not Applicable Not Applicable
Limited(1)
5. Anand Rathi Share and Stock 7,450.00 414.00^^ September 30, 2025 432.00 +24.03%, [+5.86%] Not Applicable Not Applicable
Brokers Limited(1)
6. Ganesh Consumer Products 4,087.98 322.00$$ September 29, 2025 295.00 -12.05%, [+5.30%] Not Applicable Not Applicable
Limited(2)
7. Saatvik Green Energy 9,000.00 465.00## September 26, 2025 460.00 +9.26%, [+4.71%] Not Applicable Not Applicable
Limited(2)
8. Euro Pratik Sales Limited(1) 4,513.15 247.00&& September 23, 2025 272.10 +4.35%, [+2.78%] Not Applicable Not Applicable
9. JSW Cement Limited(1) 36,000.00 147.00 August 14, 2025 153.50 +1.17%, [+1.96%] -16.64%, [+4.32%] Not Applicable
10. All Time Plastics Limited(2) 4,006.03 275.00** August 14, 2025 314.30 -0.67%, [+1.62%] +1.82%, [+4.06%] Not Applicable
Source: www.nseindia.com and www.bseindia.com
** A discount of ₹ 26 per equity share was provided to eligible employees bidding in the employee reservation portion.
&& A discount of ₹ 13 per equity share was provided to eligible employees bidding in the employee reservation portion.
## A discount of ₹ 44 per equity share was provided to eligible employees bidding in the employee reservation portion.
$$ A discount of ₹ 30 per equity share was provided to eligible employees bidding in the employee reservation portion.
^^ A discount of ₹ 25 per equity share was provided to eligible employees bidding in the employee reservation portion.
@@A discount of ₹ 101 per equity share was provided to eligible employees bidding in the employee reservation portion.
(1) NSE was the designated stock exchange for the said issue.
(2) BSE was the designated stock exchange for the said issue.
Notes:
(a) Issue size derived from prospectus/ basis of allotment advertisement, as applicable
(b) Price on NSE or BSE is considered for the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
(c) % of change in closing price on 30th/ 90th/ 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing
index on 30th/ 90th/ 180th calendar day from listing day.
(d) Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
(e) The Nifty 50 or S&P BSE SENSEX index is considered as the benchmark index as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
(f) Not applicable – Period not completed.
6172. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by DAM Capital Advisors Limited.
No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
discount - 30th calendar days premium - 30th calendar days discount - 180th calendar premium - 180th calendar
Total amount of
Financial Total no. from listing from listing days from listing days from listing
funds raised
Year of IPOs Less Less Less Less
(₹ million) Over Between Over Between Over Between Over Between
than than than than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
2025-26 11 106,159.96 NA NA 3 1 NA 6 NA NA NA NA NA NA
2024-25 5 80,371.02 - - - 2 1 2 - - 2 2 1 -
2023-24 9 87,066.85 - 1 5 - 1 2 - 2 1 1 - 5
Source: www.nseindia.com and www.bseindia.com
Notes:
(a) The information is as on the date of this offer document
(b) The information for each of the financial years is based on issues listed during such financial year.
(c) Since 30 or 180 calendar days from listing date has not elapsed for few issues, hence data for same is not available.
Motilal Oswal Investment Advisors Limited
1. Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Motilal Oswal
Investment Advisors Limited
Sr. Issue name Designated Issue Size Issue Listing Opening +/- % change in +/- % change in +/- % change in closing
No. Stock (₹ million) price Date price on closing closing price, [+/- % change in
Exchange (₹) Listing Date price, [+/- % price, [+/- % change closing benchmark] -
(in ₹) change in in closing 180th calendar days from
closing benchmark] - 90th listing
benchmark] - 30th calendar days from
calendar days listing
from listing
1. Fujiyama Power Systems BSE 8,280.00 228.00 November 20, 2025 218.40 Not applicable Not applicable Not applicable
Limited
2. Billionbrains Garage Ventures NSE 66,323.01 100.00 November 12, 2025 112.00 Not applicable Not applicable
45.45% [0.09%]
Ltd
3. Midwest Ltd## NSE 4,510.00 1065.00 October 24, 2025 1165.00 13.67% [1.06%] Not applicable Not applicable
4. Canara HSBC Life Insurance NSE 25,159.50 106.00 October 17, 2025 106.00 Not applicable Not applicable
13.50% [0.78%]
Company Ltd$$
5. Jain Resource Recycling Ltd NSE 12,500.00 232.00 October 1, 2025 265.05 71.37% [4.19%] Not applicable Not applicable
6. Epack Prefab Technologies Ltd NSE 5,040.00 204.00 October 1, 2025 183.85 29.77% [4.19%] Not applicable Not applicable
618Sr. Issue name Designated Issue Size Issue Listing Opening +/- % change in +/- % change in +/- % change in closing
No. Stock (₹ million) price Date price on closing closing price, [+/- % change in
Exchange (₹) Listing Date price, [+/- % price, [+/- % change closing benchmark] -
(in ₹) change in in closing 180th calendar days from
closing benchmark] - 90th listing
benchmark] - 30th calendar days from
calendar days listing
from listing
7. Jaro Institute of Technology NSE 4,500.00 890.00 September 30, 2025 890.00 Not applicable Not applicable
-32.12% [5.86%]
Management & Research Ltd
8. Atlanta Electricals Limited&& BSE 6,873.41 754.00 September 29, 2025 858.10 27.82% [5.30%] Not applicable Not applicable
9. Ganesh Consumer Products BSE 4,087.98 322.00 September 29, 2025 295.00 Not applicable Not applicable
-12.05% [5.30%]
Limited**
10. Saatvik Green Energy Limited& BSE 9001.97 465.00 September 26, 2025 460.00 9.26% [4.71%] Not applicable Not applicable
Source: www.nseindia.com and www.bseindia.com
Notes:
1. The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the designated stock exchange.
2. Price is taken from NSE or BSE, depending upon Designated Stock Exchange for the above calculations.
3. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the previous trading day is considered for the computation. We have
taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the % change in
closing price of the benchmark as on 30th, 90th and 180th days
4. Not applicable – Period not completed.
## A discount of ₹ 101 per equity share was provided to eligible employees bidding in the employee reservation portion.
$$ A discount of ₹ 10 per equity share was provided to eligible employees bidding in the employee reservation portion.
&& A discount of ₹ 70 per equity share was provided to eligible employees bidding in the employee reservation portion.
** A discount of ₹ 30 per equity share was provided to eligible employees bidding in the employee reservation portion.
& A discount of ₹ 44 per equity share was provided to eligible employees bidding in the employee reservation portion.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by Motilal Oswal Investment Advisors Limited
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium Nos. of IPOs trading at Nos. of IPOs trading at premium
Year no. of raised as on 30th calendar days from listing on as on 30th calendar days from discount as on 180th calendar as on 180th calendar days from
IPOs (₹ Millions) date listing date days from listing date listing date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less Over 50% Between Less than
25% - 50% 25% 25%-50% 25% 25%-50% than 25%-50% 25%
25%
2025-2026 19 3,82,955.16 - 1 4 3 5 5 - - 1 - - -
2024-2025 7 1,08,359.23 - - 2 1 - 4 - 1 1 - 1 4
2023-2024 7 62,714.73 - - 2 - 1 4 - - 2 - 2 3
The information for each of the financial years is based on issues listed during such financial year.
Notes: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
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.
619Track record of past issues handled by the Book Running Lead Managers
For details regarding the track record of the BRLMs, as specified in circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the websites of the Book Running Lead Managers, as set forth in the
table below:
S. No. Name of the BRLM Website
1. IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) www.iiflcap.com
2. DAM Capital Advisors Limited www.damcapital.in
3. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com
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 Draft Red Herring Prospectus, and accordingly, no stock market data is
available for the Equity Shares.
Mechanism for redressal of investor grievances
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges
or any such period as prescribed under the applicable laws, to enable the investors to approach the Registrar to
the Offer for redressal of their grievances. The Registrar to the Offer shall obtain the required information from
the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All grievances relating to Bids
submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the Registrar to the
Offer.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may
also write to the BRLMs, in the manner provided below. Our Company, the Selling Shareholders, the
BRLMs and the Registrar to the Offer 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 Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving
full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client
ID, UPI ID, PAN, address of Bidder, number of the Equity Shares applied for, ASBA Account number in which
the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of
Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the
relevant Designated Intermediary where the Bid was submitted.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.
Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated
Intermediary in addition to the documents or information mentioned hereinabove.
The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders. For Offer-related grievances, investors may contact the BRLMs, whose contact
details are disclosed in “General Information – Book Running Lead Managers” on page 109.
In terms of the SEBI ICDR Master Circular, in case of any delay in unblocking of amounts in the ASBA Accounts
exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate
of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by
the intermediary responsible for causing such delay in unblocking. The BRLMs, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking.
620Pursuant to the SEBI ICDR Master Circular, SEBI has identified the need to put in place measures, in order to
manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of
mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and
failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures.
In terms of SEBI ICDR Master Circular and subject to Applicable Laws, 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, in terms of 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 SCSB has been fully completed, and (ii) applicable compensation relating to
investor complaints has been paid by the SCSB.
Separately, pursuant to the ICDR Master Circular, the following compensation mechanism shall be applicable for
investor grievances in relation to Bids made through the UPI Mechanism, for the relevant SCSBs shall be liable
to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for
cancelled/withdrawn/deleted Bid Amount, whichever is higher cancellation/withdrawal/deletion is
applications placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds From the date on which multiple
same Bid made through the UPI other than the original Bid Amount; amounts were blocked till the date of
Mechanism and actual unblock
2. ₹100 per day or 15% per annum of
the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked amount less excess of the Bid Amount were
the Bid Amount; and 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 the Three working days from the Bid/
Allotted/partially Allotted applications Bid Amount, whichever is higher Offer Closing Date till the date of
actual unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of actual unblock.
Disposal of investor grievances by our Company
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSBs
in case of ASBA bidders for the redressal of routine investor grievances shall be 10 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 will submit an application to obtain authentication on the SEBI SCORES platform in compliance
with the SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 read
with SEBI circular bearing reference number SEBI/HO/OIAE/IGRD/CIR/P/2023/183 dated December 1, 2023,
in relation to redressal of investor grievances through SCORES.
Our Company has appointed Vikram Singh, as the Company Secretary and Compliance Officer of our Company.
For further details, see “General Information – Company Secretary and Compliance Officer” on page 109.
621Each of the Selling Shareholders have, severally and not jointly, authorised the Company Secretary and
Compliance Officer, and the Registrar to the Offer to deal with and redress, on their behalf any investor grievances
received in the Offer in relation to its respective portion of the Offered Shares solely to the extent of the statements
specifically made, confirmed or undertaken by them in the Offer Documents in respect of itself as the Selling
Shareholder and its respective portion of the Offered Shares.
Our Company has also constituted a Stakeholders’ Relationship Committee to resolve the grievances of the
security holders of our Company including complaints related to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends and issue of new/duplicate certificates. For further details, see
“Our Management – Committees of the Board of Directors - Stakeholders’ Relationship Committee” on page
402.
Our Company has not received any investor complaint during the three years preceding the date of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Draft Red Herring Prospectus.
Other confirmations
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, except for fees or
commission for services rendered in relation to the Offer.
Exemption from complying with any provisions of securities laws, if any, granted by Securities and
Exchange Board of India
Our Company has not sought any exemption from complying with any provisions of securities laws as on the date
of this Draft Red Herring Prospectus.
622SECTION VII – OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to this Offer are and shall be subject to the provisions of
the Companies Act, 2013, SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association, our
Articles of Association, the SEBI Listing Regulations, the terms of this Draft Red Herring Prospectus, the Red
Herring Prospectus and the Prospectus, the Bid cum Application Form, the Revision Form, the Abridged
Prospectus and other terms and conditions as may be incorporated in the CAN, Allotment Advice and other
documents and certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject
to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, offer for sale
and listing and trading of securities, issued from time to time, by SEBI, GoI, the Stock Exchanges, the RoC, the
RBI, and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other
conditions as maybe prescribed by SEBI, GoI, the Stock Exchange, the RoC, the RBI, and/or other authorities
while granting its approval for the Offer.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses
for the Offer shall be incurred in the manner specified in “Objects of the Offer – Offer related expenses” on page
165.
Ranking of Equity Shares
The Equity Shares being Allotted and transferred pursuant to the Offer will be subject to the provisions of the
Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, SCRR, our Memorandum of Association and our
Articles of Association and will rank pari passu in all respects with the existing Equity Shares, including in respect
of rights to receive dividends, voting and other corporate benefits, if any, declared by our Company after the date
of Allotment in accordance with the applicable law. For further details, see, “Description of Equity Shares and
Terms of our Articles of Association” on page 657.
Mode of payment of dividend
Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act,
2013, the SEBI Listing Regulations, our Memorandum of Association and our Articles of Association, our
Dividend Policy and any guidelines or directives that may be issued by the GoI in this respect and any other
applicable law. Any dividends declared, after the date of Allotment in the Offer, will be payable to the Allottees
who have been Allotted or transferred Equity Shares in the Offer, for the entire year, in accordance with applicable
laws. For further details, see “Dividend Policy” and “Description of Equity Shares and Terms of our Articles of
Association” on pages 418 and 657, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹ 10 each and the Offer Price at the lower end of the Price Band is ₹ [●]
per Equity Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer
Price is ₹ [●] per Equity Share.
The Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLMs, and
published by our Company in all editions of [●] (a widely circulated English national daily newspaper), all editions
of [●] (a widely circulated Hindi national daily newspaper) and [●] edition of [●] (a widely circulated Gujarati
national daily newspaper, Gujarati being the regional language of Gujarat, where our Registered Office is located),
at least two Working Days prior to the Bid/Offer Opening Date, and shall be made available to the Stock
Exchanges for 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 shall be pre-filled in the Bid-cum-Application
Forms available at the respective websites of the Stock Exchanges. The Offer Price shall be determined by our
Company, in consultation with the BRLMs, after the Bid/Offer Closing Date, on the basis of assessment of market
demand for Equity Shares offered by way of the Book Building Process.
At any given point in time there will be only one denomination for the Equity Shares, unless otherwise permitted
by law.
623Employee Discount
Employee discount, if any, may be offered to Eligible Employees bidding in the Employee Reservation Portion
respectively. Eligible Employees bidding in the Employee Reservation Portion respectively at a price within the
Price Band can make payment at Bid Amount, that is, Bid Amount net of employee discount, if any, as applicable
at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion respectively at the
Cut-Off Price have to ensure payment at the higher end of the Price Band, less employee discount, if any, as
applicable, at the time of making a Bid.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, the Equity
Shareholders will have the following rights:
1. right to receive dividends, if declared;
2. right to receive offers for rights shares and be allotted bonus shares, if announced;
3. differential rights as to dividend, voting or otherwise in accordance with the Companies Act, 2013;
4. right to attend general meetings and exercise voting powers, unless prohibited by law;
5. right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable
laws, including rules framed by the RBI;
6. right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the
Companies Act, 2013; and
7. such other rights as may be available to a shareholder of a listed public company under the Companies
Act, the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of
Association.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Description of Equity Shares and Terms
of our Articles of Association” on page 657.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can be
applied for in dematerialised form only. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialised form.
In this context, two agreements have been entered into and amongst our Company, the respective Depositories
and the Registrar to the Offer:
• Tripartite Agreement dated February 27, 2018 among NSDL, our Company and the Registrar to the
Offer.
• Tripartite Agreement dated February 23, 2018 among CDSL, our Company and Registrar to the Offer.
Market lot and trading lot
Since trading of the Equity Shares will be in dematerialised form, the tradable lot is one Equity Share. Allotment
in the Offer will be only in electronic form in multiples of [●] Equity Share, subject to a minimum Allotment of
[●] Equity Shares of face value of ₹10 each. For the method of Basis of Allotment, see “Offer Procedure” on
page 635.
624Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/ authorities in Delhi, India.
Joint holders
Subject to the provisions of our Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Period of subscription list of the Offer
For details, see “– Bid/Offer Period” on page 625.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, as amended, 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
he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled
to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale, transfer or 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 Share Transfer Agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, as amended,
will, on the production of such evidence as may be required by our Board, elect either:
• to register himself or herself as holder of Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividend, interests, bonuses or other monies payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participants.
Bid/Offer Period
BID/OFFER OPENS ON* [●]
BID/OFFER CLOSES ON**# [●]
* Our Company in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bid/ Offer Bidding
Date shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
** Our Company in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs, one Working Day prior to the
Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
An indicative timetable in respect of the Offer is set out below:
FINALISATION OF BASIS OF ALLOTMENT WITH THE On or about [●]
DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR ANCHOR INVESTORS)/ On or about [●]
UNBLOCKING OF FUNDS FROM ASBA ACCOUNT*
CREDIT OF EQUITY SHARES TO DEPOSITORY ACCOUNTS OF On or about [●]
625ALLOTTEES
COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON On or about [●]
THE STOCK EXCHANGES
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for
cancellation/withdrawal/deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii)
any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be
compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application
amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of
amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference
in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in
unblocking of non-allotted/partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay
exceeding two Working Days from the Bid/Offer Closing Date by the SCSB 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 ICDR Master Circular, 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 above timetable is indicative and does not constitute any obligation on our Company or any of the
Selling Shareholders 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/Offer Closing Date or such time as may be prescribed by SEBI, with reasonable
support and co-operation of the Selling Shareholders, as may be required in respect of its Offered Shares,
the timetable may be extended due to various factors, such as extension of the Bid/Offer Period by our
Company, in consultation with the BRLMs, revision of the Price Band or any delay in receiving the final
listing and trading approval from the Stock Exchanges or delay in receipt of 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. Each of the Selling Shareholders, severally and not
jointly, confirms that its shall provide all reasonable support and extend reasonable co-operation to our
Company, as may be required solely in relation to its respective portion of the Offered Shares, in
accordance with applicable law, to facilitate the process of listing and commencement of trading of the
Equity Shares on the Stock Exchanges within three Working Days from the Bid/Offer Closing Date or such
time as prescribed by SEBI.
In terms of the UPI Circulars, in relation to the Offer, the 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 Bid/ Offer 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 Draft Red Herring Prospectus may result in changes
to the listing timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to this
effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For RIIs, other than QIBs and
Non-Institutional Investors and Eligible Employees
Bidding in the Employee Reservation Portion
Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking, Mobile
Banking and Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
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 Non-
Institutional Investors. Applications where Bid Amount
is more than ₹500,000)
626Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on the Bid/Offer Opening Date and up to
Investors categories# 4.00 p.m. IST on Bid/Offer Closing Date
Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. on the Bid/Offer Opening Date and up to
of Bids by RIIs and Eligible Employees Bidding in the 5.00 p.m. IST on Bid/Offer Closing Date
Employee Reservation Portion
*UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
#QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/ withdraw their Bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by
Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation Portion.
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by RIIs and Eligible Employees Bidding in the Employee Reservation Portion 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.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on a
daily basis within 60 minutes of the bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information 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 Registrar to the Offer on a
daily basis. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be
allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading
Bids. It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected as per the format prescribed in the SEBI ICDR Master Circular.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and
Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by
SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be
rejected.
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.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 12.00 p.m. (Indian
Standard Time) on the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some
Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered
for allocation under the Offer. Bids will be accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Offer Period. The Designated Intermediaries shall modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing. Further, as per letter no.
list/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and
NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public/bank
holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated
Intermediary in the electronic system to be provided by the Stock Exchanges.
Our Company in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/Offer
Period in accordance with the SEBI ICDR Regulations. 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 less than or equal to 120% of the Floor Price. Provided that, the Cap Price
of the Price Band shall be at least 105% of the Floor Price.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
627Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our
Company, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one
Working Day, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price
Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the
Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of
the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated
Intermediaries and the Sponsor Banks, as applicable. In case of revision of Price Band, the Bid Lot shall
remain the same.
In case of discrepancy in data entered in the electronic book vis-à-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.
Minimum Subscription
On the date of closure of the Offer, if our Company does not receive (i) minimum subscription of 90% of the
Fresh Issue; or (ii) a subscription in the Offer equivalent to at least the minimum number of securities as specified
under Rule 19(2)(b) of the SCRR, or (iii) in case of devolvement of Underwriting, aforesaid minimum subscription
is not received within 60 days from the date of Bid/ Offer Closing Date; or (iv) if the listing or trading permission
is not obtained from the Stock Exchanges for the Equity Shares in the Offer, our Company shall forthwith refund
the entire subscription amount received. If there is a delay beyond two days, our Company shall pay interest at
the rate of 15% per annum including the SEBI ICDR Master Circular If there is a delay beyond four days, our
Company and every Director of our Company who is an officer in default, to the extent applicable, shall pay
interest as prescribed under applicable law issued by SEBI.
In terms of the SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, and SEBI Master
Circular, our Company shall within two days from the closure of the Offer, refund the subscription amount
received in case of non – receipt of minimum subscription or in case our Company fails to obtain listing or trading
permission from the Stock Exchanges for the Equity Shares. If there is a delay beyond such time period as
prescribed under applicable law, interest at the rate of 15% per annum shall be paid.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any,
in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall
be liable to pay interest on the application money in accordance with applicable laws.
In case of under-subscription in the Offer, Equity Shares will be Allotted in the following order of priority (i) such
number of Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue portion is
subscribed; and (ii) if there remain any balance Bids, the Allotment for the balance valid Bids will be made (a)
first towards Equity Shares offered by the Selling Shareholders in proportion to the Offered Shares being offered
by the Selling Shareholders will be Allotted; and (b) once Equity Shares have been Allotted as per (i) and (ii)
Equity Shares will be Allotted by the Company towards the balance 10% of the Fresh Issue portion.
Arrangements for disposal of odd Lots
Since the Equity Shares will be treated in dematerialised form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.
New financial instruments
Our Company is not issuing any new financial instruments through the Offer.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of pre-Offer equity shareholding, minimum Promoter’s Contribution and Anchor Investor lock-
in in the Offer, as detailed in “Capital Structure – Notes to Capital Structure - Details of minimum Promoters’
Contribution and lock-in of Equity Shares held by our Promoters” on page 134 and except as provided in our
Articles of Association as detailed in “Description of Equity Shares and Terms of our Articles of Association”
on page 657, there are no restrictions on transfers and transmission of shares/debentures and on their
consolidation/splitting.
628Option to receive Equity Shares in Dematerialized Form
Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges. However, Allotees may get the Equity Shares
rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.
Withdrawal of the Offer
Our Company, in consultation with the BRLMs, and each of the Selling Shareholders to the extent of its respective
portion of the Offered Shares, reserve the right not to proceed with the Offer, in whole or in part thereof, after the
Bid/Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in
the newspapers in which the pre-Offer and price band advertisements were published, within two days of the
Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed.
The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, in case of UPI
Bidders, to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of
such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case
may be. The notice of withdrawal will be issued in the same newspapers where the pre-Offer and price band
advertisements have appeared and the Stock Exchanges will also be informed promptly.
If our Company in consultation with the BRLMs withdraw the Offer after the Bid/Offer Closing Date and
thereafter determines that it will proceed with a public offering of the Equity Shares, our Company shall file a
fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining
(i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment and within three Working Days of the Bid/ Offer Closing Date or such other time period as prescribed
under applicable law; and (ii) the final RoC approval of the Prospectus after it is filed and/ or submitted with the
RoC and the Stock Exchanges. If Allotment is not made within the prescribed time period under applicable law,
the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable
law.
629OFFER STRUCTURE
The Offer is up to [●] Equity Shares of face value of ₹ 10 each, for cash at a price of ₹[●] per Equity Share
(including a share premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] comprising a Fresh Issue of [●]
Equity Shares of face value of ₹ 10 each, aggregating up to ₹ 6,000.00 million by our Company and an Offer for
Sale of up to [●] Equity Shares of face value of ₹ 10 each, aggregating to ₹ [●] million by the Selling Shareholders.
The Offer comprises Employee Reservation Portion of [●] Equity Shares of face value of ₹ 10 each and a Net
Offer of [●] Equity Shares of face value of ₹ 10 each. The Employee Reservation Portion shall not exceed 5% of
our post-Offer paid-up Equity Share capital. The Offer and Net Offer shall constitute [●]% and [●]% respectively
of the post-Offer paid-up Equity Share capital of our Company.
Our Company, in consultation with the BRLMs, may consider a further issue of specified securities to certain
investors for an amount aggregating up to ₹1,200.00 million, as permitted under applicable laws prior to the filing
of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided
by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to
the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed
with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement
(if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.
Our Company shall also ensure that the Pre-IPO Placement, if undertaken, is reported to the Stock Exchanges,
within 24 hours of such Pre-IPO Placement (in part or entirety).
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations
Particulars Eligible Employees# QIBs(1) NIIs RIIs
Number of Equity Up to [●] Equity Not more than [●] Not less than [●] Equity Not less than [●]
Shares available for Shares of face value of Equity Shares of face Shares of face value of Equity Shares of
Allotment or ₹10 each value of ₹10 each, ₹10 each, aggregating face value of ₹10
allocation*(2) aggregating to ₹[●] to ₹[●] million each, aggregating
million subject to the available for allocation to ₹[●] million
allocation/ allotment or Net Offer less available for
of not more than 50% allocation to QIB allocation or Net
of the Net Offer Bidders and RIIs Offer less
allocation to QIB
Bidders and Non-
Institutional
Investors
Percentage of Offer [●]% of the post Offer Not more than 50% of Not less than 15% of the Not less than 35%
Size available for paid-up Equity Share the Net Offer being Net Offer less of the Net Offer
Allotment or allocation capital of our available for allocation to QIB or the Offer less
Company allocation to QIB Bidders and RIIs shall allocation to QIB
Bidders. However, up be available for Bidders and Non-
to 5% of the QIB allocation, subject to Institutional
Portion will be the following: Investors will be
available for (i) one-third of the available for
allocation portion available to allocation
proportionately to NIIs shall be reserved
Mutual Funds only. for applicants with an
Mutual Funds application size of more
participating in the than ₹200,000 and up to
Mutual Fund Portion ₹1,000,000; and
will also be eligible for (ii) two-third of the
allocation in the portion available to
remaining QIB NIIs shall be reserved
Portion (excluding the for applicants with
Anchor Investor application size of more
Portion). The than ₹1,000,000.
unsubscribed portion provided that the
in the Mutual Fund unsubscribed portion in
Portion will be either of the
630Particulars Eligible Employees# QIBs(1) NIIs RIIs
available for subcategories specified
allocation to other above may be allocated
QIBs to applicants in the
other sub-category of
NIIs
Basis of Allotment if Proportionate; unless Proportionate as The Allotment of The allotment to
respective category is the Employee follows (excluding the Equity Shares to each each RII shall not
oversubscribed* Reservation Portion is Anchor Investor Non Institutional be less than the
undersubscribed, the Portion): a) [●] Equity Investor shall not be minimum Bid
value of allocation to Shares of face value of less than the minimum Lot, subject to
an Eligible Employee ₹10 each, shall be application size, subject availability of
shall not exceed available for to availability for the Equity Shares in
₹200,000 (net of allocation on a Non-Institutional the Retail Portion
Employee Discount, if proportionate basis to Investor, and the and the remaining
any). In the event of Mutual Funds only; b) remainder, if any, shall available Equity
undersubscription in up to [●] Equity be allotted on a Shares if any,
the Employee Shares of face value of proportionate basis in shall be Allotted
Reservation Portion, ₹10 each, shall be accordance with the on a
the unsubscribed available for conditions specified in proportionate
portion may be allocation on a Schedule XIII to the basis. See “Offer
allocated, on a proportionate basis to SEBI ICDR Procedure” on
proportionate basis, to all QIBs, including Regulations page 635.
Eligible Employees Mutual Funds
Bidding in the receiving allocation as
Employee Reservation per (a) above. Up to
Portion for value [●] Equity Shares of
exceeding ₹200,000 face value of ₹10 each,
(net of Employee may be allocated on a
Discount, if any), discretionary basis to
subject to total Anchor Investors, of
Allotment to an which, 40% shall be
Eligible Employee not reserved in the
exceeding ₹500,000 following manner, (i)
(net of Employee 33.33% shall be
Discount, if any) available for
allocation to domestic
Mutual Funds, and (ii)
6.67% shall be
available for Life
Insurance Companies
and Pension Funds,
subject to valid Bids
being received from
domestic Mutual
Funds, Life Insurance
Companies and
Pension Funds at or
above the Anchor
Investor Allocation
Price. In the event of
under-subscription in
(ii) above, the
allocation may be
made to domestic
Mutual Funds.
Mode of Bidding^ Through ASBA Through ASBA Through ASBA process Through ASBA
process only process only (except only (including the UPI process only
(including the UPI Anchor Investors) Mechanism for Bids up (including the
Mechanism) (excluding the UPI to ₹ 0.50 million) UPI Mechanism)
Mechanism)
Minimum Bid [●] Equity Shares of Such number of For Non-Institutional [●] Equity Shares
face value of ₹10 each Equity Shares in Investors applying of face value of
multiples of [●] Equity under one-third of the ₹10 each
Shares of face value of Non-Institutional
₹10 each, such that the Portion (with
application size of more
631Particulars Eligible Employees# QIBs(1) NIIs RIIs
Bid Amount exceeds ₹ than ₹0.20 million and
0.20 million. up to ₹1.00 million)
such number of Equity
Shares in multiples of
[●] Equity Shares of
face value of ₹10 each,
such that the Bid
Amount exceeds ₹ 0.20
million.
For Non-Institutional
Investors applying
under two-thirds of the
Non-Institutional
Portion (with
application size of more
than ₹1.00 million)
such number of Equity
Shares in multiples of
[●] Equity Shares of
face value of ₹10 each,
such that the Bid
Amount exceeds ₹1.00
million.
Maximum Bid Such number of Such number of For Non-Institutional Such number of
Equity Shares in Equity Shares in Investors applying Equity Shares in
multiples of [●] Equity multiples of [●] Equity under one-third of the multiples of [●]
Shares of face value of Shares of face value of Non-Institutional Equity Shares of
₹10 each, so as to ₹10 each, not Portion (with face value of ₹10
ensure that the Bid exceeding the size of application size of more each, so that the
Amount by each the Net Offer than ₹0.20 million and Bid Amount does
Eligible Employee (excluding the Anchor up to ₹1.00 million) not exceed ₹ 0.20
does not exceed Investor Portion), such number of Equity million
₹500,000 less subject to applicable Shares in multiples of
Employee Discount, if limits to each Bidder [●] Equity Shares of
any face value of ₹10 each,
such that the Bid
Amount does not
exceeds ₹1.00 million.
For Non-Institutional
Investors applying
under two-thirds of the
Non-Institutional
Portion (with
application size of more
than ₹1.00 million)
such number of Equity
Shares in multiples of
[●] Equity Shares of
face value of ₹ 10 each
not exceeding the size
of the Offer, (excluding
the QIB Portion)
subject to limits
applicable to the Bidder
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity Shares of face value
of ₹ 10 each thereafter
Allotment Lot [●] Equity Shares of [●] Equity Shares of For NIIs allotment shall [●] Equity Shares
face value of ₹10 each, face value of ₹10 each, not be less than the of face value of
and in multiples of one and in multiples of one minimum non- ₹10 each, and in
Equity Share of face Equity Share of face institutional application multiples of one
value of ₹10 each value of ₹ 10 each size. Equity Share of
thereafter thereafter face value of ₹ 10
each thereafter
Trading Lot [●] Equity Share
632Particulars Eligible Employees# QIBs(1) NIIs RIIs
Who can apply(3)(4)(5)(6) Eligible Employees Public financial Resident Indian Resident Indian
institutions as individuals, Eligible individuals,
specified in Section NRIs, HUFs (in the Eligible NRIs and
2(72) of the name of the karta), HUFs (in the
Companies Act, companies, corporate name of the karta)
scheduled commercial bodies, scientific
banks, multilateral and institutions, societies,
bilateral development and trusts and any
financial institutions, individuals, corporate
Mutual Funds, FPIs bodies and family
other than individuals, offices which are
corporate bodies and recategorised as
family offices, VCFs, category II FPI (as
AIFs, FVCIs, state defined in the SEBI FPI
industrial Regulations) and
development registered with SEBI.
corporation, insurance
company registered
with IRDAI, provident
funds with minimum
corpus of ₹250
million, pension funds
with minimum corpus
of ₹250 million
registered with the
Pension Fund
Regulatory and
Development
Authority established
under the provisions
of Pension Fund
Regulatory and
Development
Authority Act, 2013,
National Investment
Fund set up by the
GoI, 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 and
accredited investors as
defined in regulation
2(1)(ab) of the SEBI
AIF Regulations, for
the limited purpose of
their investment in
Angel Funds
registered with the
Board, under the SEBI
AIF Regulations.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the
Anchor Investors at the time of submission of their Bids(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the
Self-Certified Syndicate Banks (“SCSBs”) in the bank account of the
ASBA Bidder (other than Anchor Investors), or by the Sponsor Banks
through the UPI Mechanism, that is specified in the ASBA Form at the
time of submission of the ASBA Form
* Assuming full subscription in the Offer.
# Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000 (net of Employee Discount,
if any). However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first
instance, for a Bid Amount of up to ₹200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee
633Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees
who have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible
Employee not exceeding ₹500,000 (net of Employee Discount, if any). An Eligible Employee Bidding in the Employee Reservation
Portion (subject to Bid Amount being up to ₹200,000) can also Bid in the other category, and such Bids shall not be considered multiple
Bids. The unsubscribed portion if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-
subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation
Portion.
^ SEBI through its SEBI ICDR Master Circular, has prescribed that all individual investors applying in initial public offerings opening
on or after May 1, 2022, where the application amount is up to ₹500,000, shall use UPI. Individual investors Bidding under the Non-
Institutional Portion Bidding for more than ₹200,000 and up to ₹500,000, using the UPI Mechanism, shall provide their UPI ID in the
Bid-cum Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using
the facility of linked online trading, demat and bank account (3-in-1 type accounts), provided by certain brokers. Further, the SEBI
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 investors. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIIs and RIIs and
also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform
only with a mandatory confirmation on the application monies blocked.
(1) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor
Offer Price, on a discretionary basis, subject to there being (i) a minimum of two and maximum of 15 Anchor Investors, where allocation
in the Anchor Investor Portion is up to ₹ 2,500,000,000, subject to a minimum allotment of ₹ 50,000,000 per Anchor Investor, and (ii)
in case of allocation above ₹ 2,500,000,000, a minimum of five and maximum of 15 Anchor Investors, where the allocation under the
Anchor Investor Portion is up to ₹ 2,500,000,000 under the Anchor Investor Portion and an additional 15 such investors for every
additional ₹ 2,500,000,000 or part thereof, will be permitted, subject to a minimum Allotment of ₹ 50,000,000 per Anchor Investor. An
Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100.00 million. Further, of
which 40% shall be reserved in the following manner, (a) 33.33% shall be available for allocation to domestic Mutual Funds, and (b)
6.67% shall be available for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual
Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation Price. In the event of under-
subscription in (b) above, the allocation may be made to domestic Mutual Funds, which price shall be determined by our Company in
consultation with the BRLMs.
(2) Subject to valid Bids being received at or above the Offer Price. This Offer is being made in accordance with Rule 19(2)(b) of the SCRR
and Regulation 6(1) of the SEBI ICDR Regulations.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the
same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum
Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary
account held in joint names. The signature of only such first Bidder 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.
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms
provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the
Anchor Investor pay-in date as indicated in the CAN.
(5) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by Foreign Portfolio Investors” on page 642 and
having the same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to
such successful Bidders (with the same PAN) may be proportionately distributed.
(6) Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters,
their respective directors, officers, designated partners, partners, trustees, associates, agents, affiliates and representatives that they are
eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except
the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories
at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, on a
proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with
spill-over from other categories or a combination of categories. For further details, see “Terms of the Offer” on
page 623.
Eligible Employees Bidding in the Employee Reservation Portion at a price within the Price Band can make
payment based on Bid Amount, at the time of making a Bid. Eligible Employees Bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
Employee Discount, if any, will be offered to Eligible Employees Bidding in the Employee Reservation Portion,
and, at the time of making a Bid. Eligible Employees Bidding in the Employee Reservation Portion at a price
within the Price Band can make payment based on Bid Amount net of Employee Discount, if any, at the time of
making a Bid. Eligible Employees Bidding in the Employee Reservation Portion at the Cut-Off Price have to
ensure payment at the Cap Price, less Employee Discount, if any, at the time of making a Bid. In case of any
revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after
such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days. Any
revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the 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 may be taken as the final data for the purpose of
Allotment.
634OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 issued by the SEBI
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, 2013,
the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Offer especially in relation to the process for Bids by UPI Bidders through the UPI
Mechanism. The investors should note that the details and process provided in the General Information Document
should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note and
Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application
Form); (vii) Designated Date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013 relating to
punishment for fictitious applications; (xii) mode of making refunds; (xiii) price discovery and allocation; and
(xiv) interest in case of delay in Allotment or refund.
SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 has introduced an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a
phased manner. UPI has been introduced in a phased manner as a payment mechanism in addition to ASBA for
applications by Retail Individual Bidders through intermediaries from January 1, 2019. The UPI Mechanism for
Retail Individual Bidders applying through Designated Intermediaries, in phase I, was effective along with the
prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for
applications by Retail Individual Bidders through Designated Intermediaries, the process of physical movement
of forms from Designated Intermediaries to SCSBs for blocking of funds was discontinued and RIBs submitting
their ASBA Forms through Designated Intermediaries (other than SCSBs) were allowed to only use UPI
Mechanism with a timeline of T+6 days pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020 (“UPI Phase II”). Furthermore, pursuant to circular (SEBI/HO/CFD/DIL2/P/CIR/P/2022/45)
dated April 5, 2022, all individual bidders in initial public offerings whose Bid sizes are up to ₹0.50 million shall
use the UPI Mechanism for submitting their Bids. Thereafter, pursuant to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days (“UPI Phase
III”), using the UPI Mechanism for applications by UPI Bidders was voluntary for public issues opening on or
after September 1, 2023, and mandatory for public issues opening on or after December 1, 2023. (“T+3
Circular”). Accordingly, the Offer will be undertaken pursuant to the processes and procedures under UPI Phase
III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI pursuant to the
T+3 Notification. Subsequently, SEBI vide the SEBI RTA Master Circular, consolidated and rescinded the
aforementioned circulars to the extent relevant for RTAs. Pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and SEBI master circular with circular no.
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023 applications made using the ASBA facility in initial
public offerings shall be processed only after application monies are blocked in the bank accounts of Bidders (all
categories). These circulars are effective for initial public offers opening on/or after May 1, 2021 (to the extent
not rescinded by the SEBI ICDR Master Circular and SEBI RTA Master Circular), and the provisions of these
circulars, as amended, are deemed to form part of this Draft Red Herring Prospectus.
Further, pursuant to SEBI RTA Master Circular” and SEBI ICDR Master Circular, 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 this Draft Red Herring Prospectus. Additionally, pursuant
to SEBI Master Circular, applications made using the ASBA facility in initial public offerings shall be processed
only after application monies are blocked in the bank accounts of investors (all categories).
The BRLMs shall be the nodal entity for any Issues arising out of the 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
635involved in the public issuance process and the BRLMs shall continue to coordinate with intermediaries involved
in the said process.
SEBI pursuant to the SEBI ICDR Master Circular has introduced the disclosure of audiovisual presentation of
disclosures made in the offer documents. Pursuant to the SEBI ICDR Master Circular, investors are 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 are advised to rely
only on the information contained in the offer document and price band advertisement for making investment
decisions.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date in accordance with the SEBI ICDR
Master Circular, 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 four Working Days from the Bid/Offer
Closing Date by the intermediary 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. Further, SEBI ICDR Master Circular has reduced the timelines for refund of Application money to
four days. The BRLMs shall be the nodal entity for any issues arising out of the public issuance process.
Our Company, the Selling Shareholders, the BRLMs and the members of the Syndicate do not accept any
responsibility for the completeness and accuracy of the information stated in the General Information Document
and are not liable for any amendment, modification or change in the applicable law which may occur after the
date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and
ensure that their Bids are submitted in accordance with Applicable Laws and does not exceed the investment
limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in
the Red Herring Prospectus and the Prospectus. Further, our Company, the Selling Shareholders and the
Syndicate are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for
application in this Offer.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR
Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations wherein not more than 50% of the Net Offer shall be available for allocation to QIBs on a
proportionate basis to QIBs, provided that our Company in consultation with the BRLMs may allocate up to 60%
of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations,
of which, 40% shall be reserved in the following manner, (i) 33.33% shall be available for allocation to domestic
Mutual Funds, and (ii) 6.67% shall be available for Life Insurance Companies and Pension Funds, subject to valid
Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the
Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to
domestic Mutual Funds. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the
balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be
available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the
Net Offer shall be available for allocation to Non-Institutional Investors in accordance with the SEBI ICDR
Regulations, out of which one-third of the Non-Institutional Portion will be available for allocation to Bidders
with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional
Portion will be available for allocation to Bidders with an application size of more than ₹1,000,000 and under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the
other sub-category of Non-Institutional Portion. Further, not less than 35% of the Net Offer shall be available for
allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price.
Furthermore, up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹[●] million shall be made
available for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation
Portion, subject to valid Bids being received at or above the Offer Price, if any. The Employee Reservation Portion
shall not exceed 5% of our post-Offer paid-up Equity Share capital subject to valid Bids being received at or above
the Offer Price, net of Employee Discount.
636Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill-over from any other category or a combination of
categories at the discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories. Further, in the event of an under-subscription in the Employee
Reservation Portion, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000 (net of Employee Discount, if
any) subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of Employee Discount,
if any). The unsubscribed portion, if any, in the Employee Reservation Portion shall be added to the Net Offer.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification issued by
Central Board of Direct Taxes 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 dematerialised segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including
depository participant’s identity number (“DP ID”), client identification number (“Client ID”), PAN and unified
payments interface identity number (“UPI ID”), in case of UPI Bidders and Eligible Employees Bidding in the
Employee Reservation portion using the UPI Mechanism), as applicable, shall be treated as incomplete and will
be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may
get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to
applicable laws.
All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company shall appoint the Sponsor Banks to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders.
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 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-Offer BRLM(s) 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, pursuant to 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
637Building on a regular basis before the closure of the Offer.
(ii) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in the Red Herring 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 p.m. on the Bid/Offer Closing Date to modify select
fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the Bid information to the Registrar to the Offer for further processing.
(iv) QIBs and Non-Institutional Investors 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 will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of BSE
(www.bseindia.com) and NSE (www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process, which shall include the UPI Mechanism in the case of UPI Bidders.
UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall
be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the
Bid cum Application Form. Bids submitted by UPI Bidders with any Designated Intermediary (other than SCSBs)
without mentioning the UPI ID are liable to be rejected. UPI Bidders may also apply through the SCSBs and
mobile applications using the UPI handles as provided on the website of SEBI.
Bids by Application Supported by Blocked Amount Bidders
ASBA Bidders must 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
do not contain such details are liable to be rejected. Applications made by the UPI Bidders using third party bank
account or using third party linked bank account UPI ID are liable for rejection. Anchor Investors are not permitted
to participate in the Offer through the ASBA process. ASBA Bidders shall ensure that the Bids are 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 are liable to
be rejected.
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the
manner below:
(i) RIBs (other than the UPI Bidders using UPI Mechanism) may submit their ASBA Forms with SCSBs
(physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
(ii) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, Sub-
Syndicate Members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
(iii) QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs,
Syndicate, Sub-Syndicate Members, Registered Brokers, RTAs or CDPs.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit
their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate Members, Registered
Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit
their ASBA Forms with the SCSBs (except UPI Bidders using the UPI Mechanism). ASBA Bidders must ensure
638that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can
be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid pursuant to the
SEBI ICDR Master Circular.
For all initial public offerings opening on or after September 1, 2022, as specified by SEBI ICDR Master Circular,
the ASBA applications in public issues shall be processed only after the application monies are blocked in the
investor’s bank accounts. 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 shall be applicable
for all categories of investors viz. Retail, QIB, NII and other reserved categories and also for all modes through
which the applications are processed.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts
to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed
after the Bid amount is blocked in the ASBA account of the Bidder pursuant to the SEBI ICDR Master Circular.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual [●]
Investors and Eligible NRIs applying on a non-repatriation basis^
Non-Residents including Foreign Portfolio Investors (“FPIs”), Eligible Non-Resident Investors [●]
(“NRIs”) applying on a repatriation basis, foreign Venture Capital Investors (“FVCIs”) and
registered bilateral and multilateral institutions applying on a repatriation basis
Anchor Investors^^ [●]
Eligible Employees Bidding in the Employee Reservation Portion# [●]
*Excluding the electronic Bid cum Application Form.
^Electronic Bid cum Application Form will be made available for download on the website of the BSE (www.bseindia.com) and NSE
(www.nseindia.com).
^^Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
#Bid cum Application Forms for Eligible Employees will be made available at the Registered Office our Company.
In case of ASBA Forms, the relevant Designated Intermediaries shall 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 and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system only
with a mandatory confirmation on application monies blocked. For UPI Bidders using the UPI Mechanism, the
Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis
to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA
Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs) shall
submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall
not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the electronic
bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to
the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified
by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code
and location code in the Bid details already uploaded.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID)
with the Sponsor Bank(s) on a continuous basis through API integration to enable the Sponsor Bank(s) to initiate
UPI Mandate Request to the UPI Bidders, for blocking of funds. The Sponsor Bank(s) shall initiate request for
blocking of funds through NPCI to the UPI Bidders, who shall accept the UPI Mandate Request for blocking of
funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall
maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to
compensate UPI Bidders in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank(s),
NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share
the audit trail of all disputed transactions/investor complaints to the Sponsor Bank(s) and the issuer bank. The
Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the BRLMs for analyzing the same
and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block
and unblock including details specified in SEBI ICDR Master Circular. In accordance with circular issued by NSE
having reference no. 25/2022 dated August 3, 2022, and the notice issued by BSE having reference no. 20220803-
40 dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5.00 p.m. on the
Bid/ Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for
639blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall
lapse. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer Period
until the Cut-Off Time.The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock
Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock
Exchanges platform with detailed error code and description, if any. Further, the Sponsor Banks will undertake
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 shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle
and do a three way reconciliation with UPI switch data, 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) Designated Intermediaries (other than SCSBs) shall submit/deliver
the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to
any non-SCSB bank or any Escrow Collection Bank(s).
The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation in accordance the SEBI RTA Master
Circular and the SEBI ICDR Master Circular in a format as prescribed by SEBI, from time to time, and such
payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by SEBI and
applicable law.
Participation by the Promoters and the members of the Promoter Group, the Book Running Lead
Managers, associates and affiliates of the Book Running Lead Managers and the Syndicate Members and
the persons related to the Promoters, the members of the Promoter Group, Book Running Lead Managers
and the Syndicate Member
The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in the Offer in any
manner, except towards fulfilling their respective underwriting obligations. However, the respective associates
and affiliates of the BRLMs and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB
Portion or in the Non-Institutional Portion as may be applicable to such Bidders, and such subscription may be on
their own account or on behalf of their clients. All categories of investors, including associates or affiliates of the
BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a
proportionate basis.
Except as stated below, neither the BRLMs nor any persons related to the BRLMs can apply in the Offer under
the Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the BRLMs;
(ii) insurance companies promoted by entities which are associate of the BRLMs;
(iii) Alternate Investment Funds sponsored by the entities which are associate of the BRLMs;
(iv) Foreign Portfolio Investors other than individuals, corporate bodies and family offices sponsored by the
entities which are associate of the BRLMs; or
(v) pension funds sponsored by entities which are associate of the BRLMs;
Our Promoters and the members of our Promoter Group will not participate in the Offer. Further, persons related
to our Promoters and Promoter Group shall not apply in the Offer under the Anchor Investor Portion.
For the purposes of the above, a QIB who has the following rights shall be deemed to be a person related to our
Promoters or Promoter Group:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or
Promoter Group;
640(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:
(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 nominee director, amongst the Anchor Investors and the
BRLMs.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserve 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 shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its 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 may obtain copies of ASBA Form from the Designated Intermediaries. Only Bids accompanied by
payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI
Bidders bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB to block
their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or Foreign Currency Non-
Resident (“FCNR”) accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using resident
forms should authorise their 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 Offer through the
UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to
submitting a Bid cum Application Form.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in colour).
Participation of Eligible NRIs in the Offer shall be subject to the Foreign Exchange Management Act (“FEMA”)
Non-debt Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign
exchange will be considered for allotment.
Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts. In
accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation
basis, shall not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 5%
of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put together shall not exceed
10% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 10% of the paid-up value
of each series of debentures or preference shares or share warrant. Our Company has the raised the aggregate
641ceiling to 24% by a special resolution dated February 16, 2018. See, “Restrictions on Foreign Ownership of
Indian Securities” on page 656.
Bids by Hindu Undivided Families (“HUFs”)
Bids by Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that
the Bid is 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 may be considered at par with Bids from individuals.
Bids by Foreign Portfolio Investors (“FPIs”)
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same multiple entities having common ownership directly or indirectly of more than 50% or common
control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt
Instruments Rules, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up
Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments shall be
the sectoral caps applicable to our Company, which is 49% of the total paid-up Equity Share capital of our
Company on a fully diluted basis. In case the total holding 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 49%). In terms of the FEMA 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 is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason, subject to
applicable laws.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. 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 Offer 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; 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.
642An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
(a) such 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 wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master
circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such
Bids have been made with different beneficiary account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the multiple investment
managers (“MIM”) Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs
making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP
IDs, are required to provide a confirmation in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple
Bids shall be rejected.
Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:
• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in
such confirmation;
• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and
proprietary derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• 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;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• 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 may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be 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, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize 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 shall be
rejected.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the Offer 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.”
643For 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 Offer Equity Share capital shall be liable to be
rejected.
Bids by Securities and Exchange Board of India (“SEBI”) registered Venture Capital Funds (“VCFs”),
Alternate Investment Funds (“AIFs”) and Foreign Capital Investors (“FVCIs”)
The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (“SEBI VCF
Regulations”), inter alia prescribe the investment restrictions on VCFs, registered with SEBI. The Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“SEBI AIF Regulations”) prescribe,
amongst others, the investment restrictions on AIFs. The Securities and Exchange Board of India (Foreign Venture
Capital Investors) Regulations, 2000 (“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, 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.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, any of the Selling Shareholders, severally and not jointly, 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 shall also be subject to the FEMA Rules.
Further, the shareholding of VCFs, Category I AIFs or Category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least six months from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be 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, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve
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 the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949 (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services
644provided by Banks) Directions, 2016, 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 equity investments in
any other entities engaged in financial and non-financial services, including overseas investments, cannot exceed
20% of the bank’s paid-up share capital and reserves. However, a banking company may hold up to 30% of the
paid-up share capital of the investee company with the prior approval of the RBI, provided that the investee
company is engaged in non-financial activities in which banking companies are permitted to engage under the
Banking Regulation Act or the additional acquisition is through restructuring of debt, or to protect the bank’s
interest on loans/investments made to a company.
Bids by Self-Certified Syndicate Banks (“SCSBs”)
SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular issued
by SEBI. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they
should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account
shall be used solely for the purpose of making application in public issues and clear demarcated funds should be
available in such account for such applications.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares of face value of ₹10 each, and in multiples of [●] Equity
Shares of face value of ₹10 each, thereafter so as to ensure that the Bid Amount payable by the Eligible Employee
does not exceed ₹500,000 (net of Employee Discount, if any). The Allotment in the Employee Reservation Portion
will be on a proportionate basis. Eligible Employees under the Employee Reservation Portion may Bid at Cut-off
Price provided that the Bid does not exceed ₹500,000 (net of Employee Discount, if any).
However, Allotments to Eligible Employees in excess of ₹200,000 (net of Employee Discount, if any) shall be
considered on a proportionate basis, in the event of undersubscription in the Employee Reservation Portion,
subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of Employee Discount, if any)
(which will be less Employee Discount, if any). Subsequent undersubscription, if any, in the Employee
Reservation Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee
Reservation Portion may Bid at the Cut-off Price.
Bids under Employee Reservation Portion by Eligible Employees shall be:
a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e., [●] colour form).
b) The Bidder should be an Eligible Employee as defined. In case of joint bids, the first Bidder shall be an
Eligible Employee.
c) Only Eligible Employees would be eligible to apply in the Offer under the Employee Reservation
Portion.
d) Only those Bids, which are received at or above the Offer Price, net of Employee Discount, if any, if any
would be considered for Allotment under this category.
e) Eligible Employees can apply at Cut-off Price.
f) If the aggregate demand in this category is less than or equal to [●] Equity Shares of face value of ₹10
each, at or above the Offer Price, full allocation shall be made to the Eligible Employees to the extent of
their demand.
g) Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Net Offer and
such Bids will not be treated as multiple Bids subject to applicable limits. Eligible Employee can also
apply under Retail Portion. However, Bids by Eligible Employees in the Employee Reservation Portion
and in the Non-Institutional Portion shall be treated as multiple Bids, only if Eligible Employee has made
an application of more than ₹2,00,000 (net of Employee Discount, if any) in the Employee reservation
portion.
h) Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all
categories.
645i) As per the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, Eligible Employees
Bidding in the Employee Reservation Portion must also Bid through the UPI mechanism.
j) Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Offer.
In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted
from the Employee Reservation Portion. If the aggregate demand in this category is greater than [●] Equity Shares
of face value of ₹10 each, at or above the Offer Price, the allocation shall be made on a proportionate basis. Please
note that any individuals who are directors, employees or promoters of (a) the BRLMs, Registrar to the Offer, or
the Syndicate Members, or of the (b) ‘associate companies’ (as defined in the Companies Act, 2013) and ‘group
companies’ of such BRLMs, Registrar to the Offer or Syndicate Members are not eligible to bid in the Employee
Reservation Portion.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs reserve the right to reject any Bid without assigning any reason thereof, subject to
applicable law.
The exposure norms for insurers are prescribed under the IRDAI (Actuarial, Finance and Investment Functions
of Insurers) Regulations, 2024, based on investments in the equity shares of a company, the entire group of the
investee company and the industry sector in which the investee company operates. Insurance companies are
entitled to invest only in other listed insurance companies and insurance companies participating in the Offer are
advised to refer to the IRDAI (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, for
specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
Insurance companies participating in the Offer shall 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 ₹ 250.00 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 must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve 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 by limited companies, corporate bodies, registered societies,
Eligible FPIs, AIFs, 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 ₹
250.00 million (subject to applicable laws) and pension funds with a minimum corpus of ₹ 250.00 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 must be lodged along with the Bid cum Application
Form. Failing this, our Company in consultation with the BRLMs reserve the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLMs, may deem fit.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below:
646(a) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLMs.
(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.00
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 ₹100.00 million.
(c) Out of 40%, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% shall
be available for Life Insurance Companies and Pension Funds, subject to valid Bids being received from
domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to domestic
Mutual Funds.
(d) Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will
be completed on the same day.
(e) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on
a discretionary basis by our Company in consultation with the BRLMs, provided that the allocation shall
be as follows:
(i) a minimum of two and maximum of 15 Anchor Investors, where allocation in the Anchor
Investor Portion is up to ₹ 2,500,000,000, subject to a minimum allotment of ₹ 50,000,000 per
Anchor Investor; and
(ii) in case of allocation above ₹ 2,500,000,000, a minimum of five and maximum of 15 Anchor
Investors, where the allocation under the Anchor Investor Portion is up to ₹ 2,500,000,000 under
the Anchor Investor Portion and an additional 15 such investors for every additional ₹
2,500,000,000 or part thereof, will be permitted, subject to a minimum Allotment of ₹
50,000,000 per Anchor Investor.
(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/Offer Period. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be
made available in the public domain by the BRLMs before the Bid/Offer Opening Date, through
intimation to the Stock Exchanges.
(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
(h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the
Anchor Investor Offer Price, Allotment to successful Anchor Investors will be at the higher price.
(i) 50% of the Equity Shares Allotted to the 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 shall be locked in for a period of 30 days from the
date of Allotment.
(j) 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 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 and BRLMs)
shall apply in the Offer under the Anchor Investor Portion. See “– Participation by the Promoters and
the members of the Promoter Group, the Book Running Lead Managers, associates and affiliates of
the Book Running Lead Managers and the Syndicate Members and the persons related to the
Promoters, the members of the Promoter Group, Book Running Lead Managers and the Syndicate
Member” on page 640.
(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
647Bids 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, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law. NBFC-SI participating
in the Offer shall 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.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Bidders are advised to make their
independent investigations and ensure that any single Bid from them does not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable law
or regulation or as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus and the
Prospectus. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will
not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative
instruments, such as participatory notes, issued against the Equity Shares or any similar security, other
than in accordance with applicable laws.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he/she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, and/or the Book
Running Lead Managers are cleared or approved by the Stock Exchanges; nor does it in any manner warrant,
certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor
does it take any responsibility for the financial or other soundness of our Company, the management or any scheme
or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or
will continue to be listed on the Stock Exchanges.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs can revise their Bid(s)
during the Bid/Offer Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor
Investors are not allowed to withdraw their Bids after the Anchor Investor Bid/Offer Period.
Do’s:
1. Check if you are eligible to apply as per the terms of this Draft 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 a UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45
648characters including the handle), in the Bid cum Application Form;
6. UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears
in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure
that the name of the app and the UPI handle which is used for making the application appears in the list
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from
time to time and at such other websites as may be prescribed by SEBI from time to time.
7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within
the prescribed time;
8. UPI Bidders Bidding in the Offer 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 Offer and not ASBA Account or bank
account linked UPI ID of any third party;
9. 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;
10. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00
pm on the Bid/Offer Closing Date;
11. 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
also signed by the ASBA Account holder;
12. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain the name of only the first bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;
13. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the
Bid cum Application Form for all your Bid options from the concerned Designated Intermediary;
14. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;
15. 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 the circular dated July 20, 2006 issued by SEBI, may be
exempted from specifying their PAN for transacting in the securities market, and (iii) persons/entities
exempt from 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 beneficial 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. 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;
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
649proper 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 outside India is in compliance with applicable foreign and
Indian laws;
21. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and the PAN are
mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI
ID (for UPI Bidders bidding through UPI mechanism) and the PAN 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, UPI ID (for UPI Bidders bidding through UPI mechanism)
and PAN available in the Depository database;
22. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA
Account, as specified in the ASBA Form, is maintained has named at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in);
23. 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;
24. Ensure that the Demographic Details are updated, true and correct in all respects;
25. 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 Offer, which is UPI 2.0 certified by NPCI;
26. The ASBA Bidders shall ensure that bids above ₹500,000 million, are uploaded only by the SCSBs;
27. 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;
28. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in
the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN;
29. UPI Bidders 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;
30. UPI Bidders 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.
31. 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 Portion for the purposes of allocation and Bids for a Bid Amount
exceeding ₹0.20 million would be considered under the Non-Institutional Portion for allocation in the
Offer; and
32. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned 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 is liable to be rejected.
650Don’ts:
1. Do not Bid for lower than the minimum Bid Lot;
2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
3. Do not Bid for a Bid Amount exceeding ₹200,000 million for Bids by Retail Individual Investors and
₹500,000 for Bids by UPI Bidders and Eligible Employees Bidding in the Employee Reservation Portion
(net of employee discount, if any);
4. 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 Bid/revise the Bid amount to less than the floor price or higher than the cap price;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
10. Do not submit the Bid for an amount more than funds available in your ASBA Account;
11. 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 Bidder;
12. 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;
13. 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);
14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms
of this Draft Red Herring Prospectus;
15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;
16. In case of ASBA Bidders (other than UPI Bidders), do not submit more than one Bid cum Application
Form per ASBA Account;
17. If you are UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;
18. Do not make the Bid cum Application Form using third party bank account or using third party linked
bank account UPI ID;
19. Anchor Investors should not bid through the ASBA process;
20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;
21. 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 Intermediaries;
22. Do not submit the GIR number instead of the PAN;
23. Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;
65124. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date;
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 Investor. Retail Individual Investors
can revise or withdraw their Bids on or before the Bid/Offer Closing Date;
27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
28. 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 to the Registrar to the Offer;
29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account;
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; and
31. Do not Bid if you are an OCB.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
For helpline details of the BRLMs pursuant to the SEBI ICDR Master Circular, see “General Information – Book
Running Lead Managers” on page 109.
Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. See, “General
Information – Company Secretary and Compliance Officer” on page 109.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLMs and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in the SEBI ICDR Regulations.
Method of allotment as may be prescribed by Securities and Exchange Board of India from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Offer except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Offer to public may be made
for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the RIBs, 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 Investors shall be on a
discretionary basis. The Allotment of Equity Shares to each Retail Individual Bidder shall not be less than the
minimum Bid Lot, subject to the availability of shares in Retail Individual Bidder category, and the remaining
available shares, if any, shall be allotted on a proportionate basis.
Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors. The Equity
Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject
to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants
with an application size of more than ₹200,000 and up to ₹1,000,000, and (ii) two-third of the portion available
to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹1,000,000,
652provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to
applicants in the other sub-category of Non-Institutional Investors. The allotment to each Non-Institutional
Investor shall not be less than the minimum 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 Anchor Investor Escrow Account
Our Company in consultation with the BRLMs 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 in the Offer 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 should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer and Price Band Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre-Offer and price band advertisement, in the form prescribed under the SEBI ICDR
Regulations, in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a
widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Gujarati daily
newspaper, Gujarati being the regional language of Gujarat, where our Registered Office is located).
In the pre-Offer and price band advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer
Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in
the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.
Allotment Advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar
to the Offer, 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 Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.
Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement not later than
one Working Day after the commencement of trading, disclosing the date of commencement of trading in all
editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated
Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati
being the regional language of Gujarat, where our Registered Office is located).
Signing of the Underwriting Agreement and Filing with the Registrar of Companies, Gujarat at
Ahmedabad
Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement (a)
prior to filing the Red Herring Prospectus with the RoC, or (b) on or immediately after the finalisation of the Offer
653Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC, as applicable, in
accordance with the nature of underwriting which is determined in accordance with Regulation 40 (3) of SEBI
ICDR Regulations.
After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which would then be termed as the Prospectus. The Prospectus will contain details
of the Offer Price, the Anchor Investor Offer Price, the Offer size, and underwriting arrangements and will be
complete in all material respects.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013, which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013, for fraud involving an amount of at least
₹ 1.00 million or 1% of the turnover of our 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 ₹ 1.00 million or
one per cent of the turnover of our Company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to ₹5.00 million or with both.
Undertaking by our Company
Our Company undertakes the following:
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
• that 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 are taken within three Working
Days from the Bid/ Offer Closing Date or such other time period as may be prescribed by under
applicable law;
• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant within time prescribed under applicable laws, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
• that except for the Allotment of Equity Shares pursuant to: (i) the Pre-IPO Placement; (ii) the Fresh Issue;
(iii) issuance of the Equity Shares upon conversion of the Preference Shares; and (iii) exercise of
employee stock options granted pursuant to the ESOP Schemes (if any), no further issue of the Equity
Shares shall be made from the date of this Draft Red Herring Prospectus till the Equity Shares offered
through the Red Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the
relevant ASBA Accounts on account of non-listing, undersubscription, etc.; and
654• that adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders and
that they will be considered similar to non-ASBA Applications while finalizing the Basis of Allotment.
Undertakings by the Selling Shareholders
Each of the Selling Shareholders, severally and not jointly, specifically undertake and/or confirm the following in
respect to itself as a Selling Shareholder and its respective portion of the Offered Shares that:
• it is the legal and beneficial owner of its Offered Shares with valid and marketable title, and shall be
transferred pursuant to the Offer, free and clear of any encumbrances;
• it shall transfer its portion of the Offered Shares to escrow demat account in accordance with the Share
Escrow Agreement; and
• it shall not 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 in the Offer.
The statements and undertakings provided above, in relation to each of the Selling Shareholders, are statements
which are specifically confirmed or undertaken, severally and not jointly, by each of the Selling Shareholders in
relation to itself and its respective portion of the Offered Shares. All other statements or undertakings or both in
this Draft Red Herring Prospectus in relation to any of the Selling Shareholders, shall be statements made by our
Company, even if the same relate to such Selling Shareholders.
Utilisation of proceeds from the Offer
Our Board certifies that:
(i) all monies received out of the Offer 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;
(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and
(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.
655RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made. The Government of India makes policy announcements on FDI through press
notes and press releases. The regulatory framework, over a period of time, thus, consists of acts, regulations, press
notes, press releases, and clarifications among other amendments. The DPIIT (formerly Department of Industrial
Policy & Promotion) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from
October 15, 2020 (the “FDI Policy”), which consolidates and supersedes all previous press note, press releases
and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. For further
details, see “Key Regulations and Policies in India” on page 343.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the FDI Policy and
the FEMA Non-Debt Instruments Rules have been amended to state that all investments under the foreign direct
investment route by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country will require prior approval of the Government
of India. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an
entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/
purview, such subsequent change in the beneficial ownership will also require approval of the Government of
India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020,
a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country
nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India. Each
Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior
approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate
our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the
Bid/ Offer 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 for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors” on pages 641
and 642, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details,
see “Offer Procedure” on page 635.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or
any state securities laws in the United States, and may not be offered or sold within the United States, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being
offered and sold only outside the United States in “offshore transactions” as defined in, and, in compliance with,
Regulation S and the applicable laws of the jurisdiction where those offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of
this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that
the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
656SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF OUR ARTICLES OF
ASSOCIATION
Capitalized terms used in this section have the meanings that have been given to such terms in the Articles of
Association of our Company. Pursuant to the SEBI ICDR Regulations, the main provisions of the Articles of
Association of our Company are detailed below. The Articles have been adopted pursuant to a special resolution
passed by the shareholders of our Company in the extraordinary general meeting held on December 17, 2025, in
substitution for, and to the exclusion of, the earlier articles of association of the Company. The Articles of the
Company comprise of two parts, Part A and Part B. The provisions of Part A shall apply to all the matters to which
they pertain, to the extent, and only in so far, as they are not inconsistent with the special provisions of Part B. In
the event of any conflict or inconsistency, the provisions of Part B shall prevail over the provisions of Part A, to
the maximum extent permitted under the Companies Act 2013. In case the provisions of Part A are silent on any
matter then the applicable provisions of Part B shall apply. However, upon the commencement of listing and
trading of the equity shares of the Company on any recognized stock exchange in India pursuant to an initial
public offering of the equity shares of the Company, Part B shall automatically stand deleted, not have any force
and be deemed to be removed from the Articles of Association and the provisions of Part A shall automatically
come in effect and be in force, without any further corporate or other action by the Company or by its shareholders.
No material clause of the Articles of Association have been left out from disclosure, which may have any bearing
on the Offer or disclosure.
(THE COMPANIES ACT, 2013)
ARTICLES OF ASSOCIATION
OF
CRYSTAL CROP PROTECTION LIMITED
PART A
1. CONSTITUTION OF THE COMPANY
(a) The Regulations contained in Table F in Schedule I to the Companies Act, 2013 shall apply to the Company
except in so far as they are inconsistent or specifically excluded hereunder or modified or altered by these
Articles or otherwise expressly incorporated hereinafter.
(b) The regulations for the management of the Company and for the observance of the members thereof and
their representatives shall be such as are contained in these Articles subject however to the exercise of the
statutory powers of the company in respect of repeal, additions, alterations, substitution, modifications and
variations thereto by special resolution as prescribed by the Companies Act, 2013.
2. DEFINITIONS
Unless the context or the definition herein contained otherwise requires, words or expressions contained
in these Articles shall bear the same meaning as in the Act or any statutory modification thereof for the
time being in force at the date at which these Articles become binding on the Company.
(a) “Act” means the (i) Companies Act, 2013, the rules made under the Act and notified from time to time
and clarifications issued thereunder to the extent in force pursuant to the notification of the Notified
Sections; (ii) Companies Act, 1956, and the rules made thereunder (without reference to the provisions
thereof that have ceased to have effect upon the notification of the Notified Sections); and (iii) the
Secretarial Standards issued by the Institute of Company Secretaries of India; including any modification
or amendment thereof;
(b) “Annual General Meeting” means a General Meeting of the Members of the Company held in accordance
with the provisions of Section 96 of the Act and any adjourned meeting thereof;
657(c) “Articles of Association” or “Articles” or “These Articles” or “These Presents” means these Articles
of Association of the Company including any alteration thereof in accordance with the provisions of the
Act;
(d) “Authorized Share Capital” or “Authorized Capital” means the Share Capital as is authorized by the
memorandum of the Company to be the maximum amount of Share capital of the Company;
(e) “Beneficial Owner” means a person or persons whose name(s) is recorded as such shall have the meaning
assigned thereto in section 2 of the Depository Act, 1996;
(f) “Board of Directors” or “Board”, means board of directors of the company, as constituted from time to
time, in accordance with Applicable Laws and the provisions of these Articles, and shall include a duly
constituted committee thereof;
(g) “Board Meeting” shall mean any meeting of the Board, as convened from time to time and any
adjournment thereof, in accordance with Applicable Laws and the provisions of these Articles;
(h) “Chairman” means the chairman of the Board of Directors;
(i) “Company” or “This Company” or “CCPL” means Crystal Crop Protection Limited;
(j) “Debenture” includes debenture-stock, bonds or any other securities of the Company evidencing a debt,
whether constituting a charge on the assets of the Company or not;
(k) “Depository” means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the Depositories
Act, 1996 and a company formed and registered under the Companies Act, 2013 and 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, as amended;
(l) “Director” means a director on the Board of Directors of the Company appointed in terms of these Articles;
(m) “Equity Shares” means the issued and fully paid up equity shares of the Company, having a face value of
Rs. 10 (Rupees Ten) each;
(n) “Extraordinary General Meeting” means a General Meeting of the Members of the Company, other than
Annual General Meeting, duly called and constituted and any adjourned holding thereof in accordance with
the provisions of the Act;
(o) “General Meeting” or “Meeting” means a meeting of the Members of the Company and any adjournment
thereof;
(p) “Independent Director” shall mean an independent director as defined under the Act;
(q) “In writing” or “Written” includes handwriting, typewriting, printing, lithography, fax, downloading
through computers, broadcast through the Trading System, e-mail and/or other modes of representing or
reproducing words in visible form;
(r) “Member” or “Shareholder” shall mean the Member of the Company holding Share or Shares of any
class and whose name is entered in the Register of Members of the Company, and shall comprise the
subscribers / signatories to the Memorandum of Association and these Articles, and such other persons, as
the Board shall admit as members of the Company from time to time, and beneficial owners, in case of
Shares held by a Depository, whose names are recorded as such with the Depository;
(s) “Memorandum” or “Memorandum of Association” shall mean the Memorandum of Association of the
Company, as amended, modified or supplemented from time to time pursuant to Applicable Law;
(t) “Month” means a calendar month;
(u) “Notified Sections” shall mean the sections of the Companies Act, 2013 that have been notified by the
Ministry of Corporate Affairs, Government of India, and are currently in effect;
658(v) “Office” means the registered office for the time being of the Company;
(w) “Ordinary Resolution” and “Special Resolution” shall have the meaning assigned to it by Section 114
of the Act;
(x) “Paid-up Capital” means paid up capital as defined under Section 2(64) of the Act;
(y) “Person” includes any corporation or company, natural person, firm, company, body corporate, joint
Hindu family, a cooperative society, any Government or Non-Government entity, joint venture,
partnership, any other association of persons or other entity (whether or not having separate legal
personality);
(z) “Presence” or “Present” at a Meeting means presence or present personally;
(aa) “Proxy” includes Attorney duly constituted under a power of attorney to vote for a Member at a General
Meeting of the Company on a poll;
(bb) “Register of Members” means the Register of Members to be kept pursuant to Section 88 of the Act and
the register of Beneficial Owners pursuant to Section 11 of the Depositories Act, 1996, in case of Shares
held in a Depository;
(cc) “Registrar” means the Registrar of Companies of the State in which the office of the Company is for the
time being situated;
(dd) “Seal” or “Common Seal” means the common seal of the Company adopted by the Board for the time
being;
(ee) “SEBI Listing Regulations” means the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including any amendment or re-enactment thereof;
(ff) “Secretary” shall mean a Company Secretary, within the meaning of clause (c) of sub-section (1) of section
2 of the Company Secretaries Act, 1980, who is appointed by the Company to perform the functions of the
Company Secretary under the Act;
(gg) “Securities” shall include Shares, scrips, stocks, bonds, Debentures, Debenture stock or other marketable
securities or instruments of a like nature in or of any incorporated company or other body corporate or
otherwise including futures, options and other derivatives contracts permitted under law;
(hh) “Share” means a Share in the Share Capital of the Company and includes stock except where a distinction
between stock and Share is expressed or implied;
(ii) “Share Capital” means the Authorized Share Capital or the Subscribed Capital, as the case may be; and
(jj) “Subscribed Capital” means such part of the Share Capital which is for the time being subscribed by the
Members of the Company.
(kk) “Stock Exchange” means a recognized stock exchange where the equity shares of the Company are listed.
3. PUBLIC COMPANY
The Company is a public company limited by Shares within the meaning of the Act.
Upon listing of the equity shares of the Company on any recognized stock exchange in India, the provisions of
these Articles shall be read in conjunction with the SEBI Listing Regulations. In the event of any inconsistency,
the provisions of the SEBI Listing Regulations shall prevail to the extent of such inconsistency.
4. SHARE CAPITAL AND VARIATION OF RIGHTS
659(a) The Company may issue the following kinds of Shares in accordance with these Articles, the Act, the
rules, and other applicable laws:
i. Equity share capital:
a. with voting rights; and/or
b. with differential rights as to dividend, voting or otherwise in accordance with the
Act; and
ii. Preference share capital, non-convertible or convertible into equity shares, as permitted and in
accordance with the applicable laws, from time to time.
(b) The authorized share capital of the Company is as mentioned in Clause V of the Memorandum, and the
same may be amended from time to time as provided in the Act and these Articles.
(c) Subject to provisions of the Act and these Articles, the Board has the power to (1) subdivide, consolidate,
increase and reduce the share capital of the Company and (2) issue any shares of the original capital with
and subject to any preferential, qualified or special rights, privileges or conditions as may be deemed fit
and (3) upon the sub division of shares, apportion the right to participate in profits in any manner as
between the shares resulting from such sub-division.
(d) The Board may allot and issue Shares in the capital of the Company as partly or fully paid up in
consideration of any property sold or goods transferred or machinery supplied or for services rendered
to the Company in the conduct of its business.
(e) The Company may issue, classify and reclassify such shares from the shares of one class into shares of
other class or classes and to attach thereto respectively such preferential, deferred, qualified or other
special rights, privileges, conditions or restrictions as may be determined in accordance with the Articles
of Association of the Company and to vary, modify or abrogate any such person as may for the time
being be permitted under the provisions of the Articles of Association of the Company.
(f) Notwithstanding anything contained in these Articles but subject to the provisions of the Act and any
other applicable provision of the Act or any other law for the time being in force and Rules, the Company
may issue Debentures.
(g) Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all
the shares of each class or denomination registered in his name, or if the directors so approve (upon
paying such fee as the Directors may from time to time determine ) to several certificates, each for one
or more of such shares and the Company shall complete and have ready for delivery such certificates
within two months from the date of allotment, unless the conditions of issue thereof otherwise provide,
or within one month of the receipt of application of registration of transfer, transmission, sub-division,
consolidation or renewal of any of its shares as the case may be and as provided under Applicable Laws.
Every certificate shall be under the seal of the Company and shall specify the number and distinctive
numbers of shares in respect to which it is issued and amount paid-up thereon and shall be in such form
as the directors may prescribe or approve. Provided in respect of any share or shares held jointly by
several persons, the Company shall not be borne to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
Except as required by law, no person shall be recognized by the company as holding any share upon any
trust, and the company shall not be bound by, or be compelled in any way to recognize (even when
having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in
any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any
other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
(h) Any Debentures, Debenture-stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into shares of any denomination and with
any privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but
not voting) at the general meeting, appointment of Directors and otherwise Debentures with the right to
conversion into or allotment of shares shall be issued only with the consent of the Company in the general
meeting by a Special Resolution.
660(i) (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section
40, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be
disclosed in the manner required by that section and rules made there under.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made
under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in the one way and partly in the other.
(j) If at any time the share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions
of section 48, and whether or not the company is being wound up, be varied with the consent in writing
of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution
passed at a separate meeting of the holders of the shares of that class.
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to
be varied by the creation or issue of further shares ranking pari passu therewith. Subject to the provisions
of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the
terms that they are to be redeemed on such terms and in such manner as the company before the issue of
the shares may, by special resolution, determine.
(k) The provisions of provisions (e), (f), (g), and (j) shall mutatis mutandis apply to Debentures of the
company.
(l) The Paid-up Capital shall be at all times a minimum of such amount as may be prescribed under the Act.
5. SHARES AT THE DISPOSAL OF THE DIRECTORS
Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the shares
in the Capital of the Company for the time being shall be under the control of the Board who may issue, allot or
otherwise dispose of the same or any of them to persons in such proportion and on such terms and conditions and
either at a premium or at par or at a discount (subject to compliance with the provisions of Sections 52, 53 and 54
of the Act) and at such time as they may, from time to time, think fit and with the sanction of the Company in the
General Meeting.
6. SHARES AND SHARE CERTIFICATES
(a) Liability of joint holders of Shares
If any Share stands in the names of two or more persons, the person first named in the register of members shall
as regards receipt of dividends, bonus or service of notices and all or any other matter connected with the
Company, except voting at meetings, and the transfer of the Shares, be deemed the sole holder thereof but the
joint holders of a Share or Shares shall be severally as well as jointly liable for the payment of all instalments,
calls, interest, expenses and other sums due in respect of such Share or Shares.
(b) Registered Member to be the owner
Save as otherwise provided by these Articles, the Company shall be entitled to treat the registered holder of any
Shares as the absolute owner thereof and accordingly the Company shall not, except as ordered by a court of
competent jurisdiction or by the statute required, be bound by or recognize any equitable, contingent, future or
partial interest, lien, pledge or charge in any Share or (except only as by these presents otherwise provided for)
any other right in respect of any Share except an absolute right to the entirety thereof in the registered holder.
(c) Funds of the Company may not be applied in purchase of Shares of the Company
None of the funds of the Company shall be applied in the purchase of any Shares of the Company, and it shall not
give any financial assistance for or in connection with the purchaser or subscription of any Shares in the Company
or in its holding company save as provided by Section 67 of the Act.
661(d) Acceptance of Shares
A written application signed by or on behalf of an applicant for Shares in the Company, followed by an allotment
of any Shares therein, shall be acceptance of the Share within the meaning of these Articles; and every person
who thus or otherwise accepts any Shares and whose name is on the Register of Members shall for the purpose of
these Articles be a Member of the Company.
(e) Register and Index of Members
The Company shall cause to be kept a register and index of members, Debenture-holders and other Security
holders in accordance with Section 88 of the Act. The Company shall be entitled to keep in any State or country
outside India a branch register(s) of Members, Debenture-holders or other Security holders in that State or country.
The Register and index of beneficial owners maintained by a Depository under Section 11 of the Depositories
Act, 1996 shall also be deemed to be the Register and index of members/Debenture holders/other security holders
for the purpose of the Companies Act, 2013 and any amendment or re-enactment thereof.
The Secretary shall be responsible for the maintenance, preservation and safe custody of all books and documents
relating to the issue of share certificates including the blank forms of the share certificate.
(f) Certificates
i. A certificate issued under the Seal of the Company, if any, or signed by two Directors or by a Director
and the Secretary of the Company, specifying the Shares held by any person, shall be prima facie
evidence of the title of the person to such Shares.
ii. Every Member, or his heirs, executors, or administrators, shall pay to the Company the portion of the
Share Capital represented by his Share or Shares which may, for the time being, remain unpaid thereof
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, if any, require of fix for the payment thereof.
iii. Subject to the provisions of Section 46 and the rules made thereunder:
a. Every Member or allotted of Shares shall be entitled without payment, to receive one certificate
specifying the name of the person in whose favor it is issued, the Shares to which it relates and
the amount paid-up thereon.
b. Particulars of every Share certificate issued shall be entered in the Register of Members against
the name of the person whom it has been issued, indicating the date of issue.
iv. Any two or more joint allottees of a Share shall, for the purpose of this Article, be treated as a single
Member, and the certificate of any Share, which may be the subject of joint ownership, may be
delivered to anyone of such joint owners on behalf of all of them. The Company shall comply with
the provisions of Section 46 of the Act and the rules made thereunder.
v. A Director may sign a Share certificate by affixing his signature thereon by means of any machine,
equipment or other mechanical means, such as engraving in metal or lithography, but not by means
of a rubber stamp, provided that the Director, shall be responsible for the safe custody of such
machine, equipment or other material used for the purpose.
vi. Every certificate shall specify number and distinctive numbers of Shares in respect of which it is
issued, and amount paid up thereon and shall be in such form as the Directors may prescribe or
approve.
The above provisions shall apply mutatis mutandis to Debentures and Debenture stock allotted or
transferred.
vii. No fee shall be charged for the issue of new Share certificates either for subdivision of the existing
Share certificates and/or for consolidation of several Share certificates in lieu of Share certificates on
the back of which there is no space for endorsement for transfer or for registration of any probate,
662letters of administration, succession certificate or for registration of any power of attorney,
partnership deed, Memorandum and Articles or other similar documents.
viii. All blank forms to be used for issue of share certificates shall be printed and the printing shall be done
only on the authority of a Resolution of the Board. The blank forms shall be consecutively machine–
numbered and the forms and the blocks, engravings, facsimiles and hues relating to the printing of
such forms shall be kept in the custody of the Secretary or of such other person as the Board may
authorize for the purpose and the Secretary or the other person aforesaid shall be responsible for
rendering an account of these forms to the Board.
ix. The Secretary shall be responsible for the maintenance, preservation and safe custody of all books
and documents relating to the issue of share certificates including the blank forms of the share
certificate referred to in sub-article (i) of this Article.
(g) Replacement and renewal of certificate
i. The Company shall issue, re-issue and issue duplicate share certificates in accordance with the
provisions of the Act and in the form and manner prescribed under the Companies (Share Capital and
Debenture) Rules, 2014.
If any certificate be worn out, defaced , mutilated or torn of there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a
new certificate may be issued in lieu thereof and if the certificate is lost or destroyed then upon proof
thereof to the satisfaction of the company, and on execution of such indemnity as the company may
deem adequate, a new certificate in lieu thereof shall be given to the party entitled to such lost or
destroyed certificate. Every Certificate under the Articles shall be issued without payment of fees if
the Directors so decide, or on payment of such fees (not exceeding Rupees two for each certificate)
as the Directors shall prescribe.
Provided that notwithstanding what is stated above, the Board shall comply with such rules,
regulations or requirements of any stock exchange or the rules made under the Act or the Securities
Contracts (Regulations) Act, 1956, as amended, or any other laws applicable in this behalf.
Provided that no fees shall be charged for issue of new certificates in replacement of those which
are old, defaced or worn out or where there is no further space on the back thereof for endorsement
of transfer.
The Company shall issue certificates or receipts or advices, as applicable, of subdivision, split,
consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new
certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates
or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.
Notwithstanding anything contained herein, the Company shall be entitled to dematerialize its shares,
Debentures and other securities pursuant to the Depositories Act, 1996. Subject to the applicable
provisions of the Act, either the Company or the investor may exercise an option to issue,
dematerialize, hold the securities (including shares) with a Depository in electronic form and the
certificates in respect thereof shall be dematerialized, in which event the rights and obligations of the
parties concerned and matters connected therewith or incidental thereto shall be governed by the
provisions of the Depositories Act, 1996 as amended from time to time or any statutory modification
thereto or re-enactment thereof.
The provisions of this Article shall mutatis mutandis apply to Debentures of the Company.
7. LIEN
(a) The company shall have a first and paramount lien-
i. upon all the shares/ Debentures (other than fully paid-up shares/Debentures), for all monies
(whether presently payable or not) called, or payable at a fixed time, in respect of that share
registered in the name of such Member (whether solely or jointly with others);
663ii. on all shares (not being fully paid shares) standing registered in the name of a single person, for
all monies presently payable by him or his estate to the Company:
iii. and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called
or payable at a fixed time in respect in respect of such shares/ Debentures and no equitable
interest in any share shall be created except upon the footing and condition that this Article will
have full effect and such lien shall extend to all dividends and bonuses from time to time
declared in respect of such shares/Debentures. Unless otherwise agreed, the registration of a
transfer of shares/Debentures shall operate as a waiver of the Company’s lien, if any, on such
shares/Debentures. Provided that the Directors may at any time declare any shares/Debentures
wholly or in part to be exempt from the provisions of this clause.
(b) The company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien:
Provided that no sale shall be made—
i. (i) Unless a sum in respect of which the lien exists is presently payable; or
(ii) Until the expiration of fourteen days after a notice in writing stating and demanding payment
of such part of the amount in respect of which the lien exists as is presently payable, has
been given to the registered holder for the time being of the share or the person entitled
thereto by reason of his death or insolvency.
(c)
i. To give effect to any such sale, the Board may authorize some person to transfer the shares sold to
the purchaser thereof.
ii. The purchaser shall be registered as the holder of the shares comprised in any such transfer.
iii. The purchaser shall not be bound to see to the application of the purchase money, nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
(d)
i. The proceeds of the sale shall be received by the Company and applied in payment of such part of
the amount in respect of which the lien exists as is presently payable.
ii. The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the
shares before the sale, be paid to the person entitled to the shares at the date of the sale.
8. CALLS ON SHARES
i. (i) Subject to the provisions of Section 49 of the Act, the Board may, from time to time, by a resolution
passed at a meeting of the Board of Directors, (and not by circular resolution) make calls upon the
Members in respect of any monies unpaid on their shares (whether on account of the nominal value
of the shares or by way of premium) and not by the conditions of allotment thereof made payable at
fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less
than one month from the date fixed for the payment of the last preceding call.
(iii) Each Member shall, subject to receiving at least fourteen days’ notice specifying the time or times
and place of payment, pay to the company, at the time or times and place so specified, the amount
called on his shares.
(iv) A call may be revoked or postponed at the discretion of the Board.
(iv) A call shall be deemed to have been made at the time when the resolution of the Board authorizing
the call was passed and may be required to be paid by installments.
(v) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
(vi) (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,
the person from whom the sum is due shall pay interest thereon from the day appointed for payment
664thereof to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the
Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
ii.
(i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these
regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such
sum becomes payable(ii) In case of non-payment of such sum, all the relevant provisions of these 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.
iii. Payment of calls in advance
The Board may, if they think fit, and subject to the provision of Section 50 of the Act, agree to and receive
from any Member willing to advance the same, either in money or moneys worth, all or any part of the moneys
uncalled and unpaid-upon any Shares held by him and upon all or any part of the moneys so advanced may,
(until the same would, but for such advance become presently payable) pay without the sanction of the
Company in General Meeting interest at such rate, not exceeding twelve per cent (12%) per annum, as may
be agreed upon between the Member paying the sum in advance and the Board, but shall not in respect thereof
confer a right to dividend or to participate in profits. The Member making such advance shall not be entitled
to any voting rights in respect of such advance, until the same would but for such payment becomes presently
payable.
The provision of these Articles shall apply mutatis mutandis to calls on the Debenture of the Company.
9. TRANSFER OF SHARES
(a) Instrument of transfer
The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered particulars
of every transfer or transmission of any shares. A common form of transfer shall be used in case of transfer of
Shares. Subject to the provisions of Section 56 of the Act, the rules prescribed there under and these Articles,
the Shares in the Company shall be transferred by an instrument in writing in the prescribed form and duly
stamped and delivered to the Company within the period prescribed in the Act. The instrument of transfer of
any share in the company shall be executed by or on behalf of both the transferor and transferee. The instrument
of transfer shall be accompanied by such evidence as the Board may require to prove the title of transferor and
his right to transfer the Shares and every registered instrument of transfer shall remain in the custody of the
Company until destroyed by order of the Board. The transferor shall be deemed to be the holder of such Shares
until the name of the transferee shall have been entered in the register of members in respect thereof. Before
the registration of a transfer the certificate of the Shares must be delivered to the Company.
The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
Register of Members in respect thereof.
(b) Transfer Books and Register of Members when close
The Board shall have power on giving not less than 7 (seven) days previous notice by advertisement in a
newspaper circulating in the city, town or village in which the office of the Company is situated to close the
transfer books, the Register of Members and/or Register of Debenture-holders at such time or times and for
such period or periods, not exceeding 30 (thirty) days at a time and not exceeding in the aggregate 45 (forty-
five) days in each year.
(c) The Board may, subject to the right of appeal conferred by Sections 58 and 59 of the Act, Section 22A of the
Securities Contracts (Regulations) Act, 1956, these Articles and other applicable provisions of the Act or any
other law for the time being in force, may, at their own absolute and uncontrolled discretion and by giving
reasons, decline or refuse by giving reason, within a period of one month from the date on which the instrument
of transfer, or the intimation of such transmission, as the case may be, was delivered to the Company, to
register or acknowledge—
665(i) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(ii) any transfer of shares on which the company has a lien.
Provided that the registration of transfer of any securities shall not be refused on the ground of the transferor
being alone or jointly with any other person or persons, indebted to the Company on any account
whatsoever.
The Board may decline or refuse by giving reasons, to register or acknowledge any transfer of, or the
transmission by operation of law of the right to any securities or interest of a member in the Company,
within a period of one month from the date on which the instrument of transfer, or the intimation of such
transmission, as the case may be, was delivered to the Company. Transfer of Shares/Debentures in whatever
lot shall not be refused.
(d) The Board may decline to recognize any instrument of transfer unless—
(i) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such
other evidence as the Board may reasonably require to show the right of the transferor to make the
transfer; and
(iii) the instrument of transfer is in respect of only one class of shares.
(e) 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.
(f) No fees shall be charged for registration of transfer, transmission, probate, succession certificate and Letters
of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.
10. TRANSMISSION OF SHARES
(a) (i) On the death of a Member, the survivor or survivors where the Member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall be the only persons
recognized by the company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect
of any share which had been jointly held by him with other persons.
(b) (i) Any person becoming entitled to a share in consequence of the death or insolvency of a Member may,
upon such evidence being produced as may from time to time properly be required by the Board and
subject as hereinafter provided, elect, either—
(1) To be registered himself as holder of the share; or
(2) To make such transfer of the share as the deceased or insolvent Member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would
have had, if the deceased or insolvent Member had transferred the share before his death or
insolvency.
(c) (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall
deliver or send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a
transfer of the share.
666(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer
and the registration of transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or insolvency of the Member had not occurred and the notice or transfer
were a transfer signed by that Member.
(d) A person becoming entitled to a share by reason of the death, lunacy or insolvency of the holder shall be
entitled to the same dividends and other advantages to which he would be entitled if he were the registered
holder of the share, except that he shall not, before being registered as a member in respect of the share, be
entitled in respect of it to exercise any right conferred by membership in relation to meetings of the
company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the
share, until the requirements of the notice have been complied with.
(e) The provisions of these Articles shall, mutatis mutandis, apply to the transfer of or the transmission by law
of the right to any securities including, Debentures of the Company.
11. FORFEITURE OF SHARES
(i) If a Member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the
Board may, at any time thereafter during such time as any part of the call or installment remains unpaid,
serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with
any interest which may have accrued.
(ii) The notice aforesaid shall—
(i) 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
(ii) State that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.
(iii) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect.
(iv) (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as
it thinks fit.
(v)
i. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited
shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies
which, at the date of forfeiture, were presently payable by him to the company in respect of the
shares. All such monies payable shall be paid together with interest thereon at such rate as the Board
may determine, from the time of forfeiture until payment of realization.
ii. The liability of such person shall cease if and when the company shall have received payment in full
of all such monies in respect of the shares.
(vi) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the
company, and that a share in the company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to
the share;
667i. The company may receive the consideration, if any, given for the share on any sale or disposal thereof
and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
ii. The transferee shall thereupon be registered as the holder of the share; and
iii. 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.
(vii) The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the
nominal value of the share or by way of premium, as if the same had been payable by virtue of a call
duly made and notified. The provisions of these Articles relating to forfeiture of shares shall mutatis
mutandis apply to any other securities, including Debentures, of the Company.
12. FURTHER ISSUE OF SHARES
A. Where at any time the Board, propose to increase the subscribed capital by the issue of further shares
then such shares shall be offered, subject to the provisions of Section 62 of the Act, and the rules made
thereunder:
a.
i. To the persons who at the date of the offer are holders of the Equity Shares of the
Company, in proportion as nearly as circumstances admit, to the paid-up share capital
on those shares by sending a letter of offer subject to the conditions mentioned in (ii)
to (iv) below;
ii. The offer aforesaid shall be made by notice specifying the number of shares offered
and limiting a time not being less than fifteen days (or such lesser number of days as
may be prescribed under applicable law) and not exceeding 30 (thirty) days or any such
period prescribed under applicable law from the date of the offer, within which the
offer, if not accepted, shall be deemed to have been declined. The notice shall be
dispatched through registered post or speed post or through electronic mode or courier
or any other mode having proof of delivery to all the existing shareholders at least three
days before the opening of the issue.
iii. The offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of any other
person; and the notice referred to in sub-clause (ii) shall contain a statement of this
right. Provided that the directors may decline, without assigning any reason to allot
any shares to any person in whose favour any member may renounce the shares offered
to him.
iv. After the expiry of the time specified in the notice aforesaid, or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept the
shares offered, the Board of Directors may dispose of them in such manner and to such
person(s), as they may think, in their sole discretion, fit, which is not disadvantageous
to the shareholders and the Company; or
b. To employees under a scheme of employees’ stock option, subject to special resolution passed
by Company and subject to such conditions as may be prescribed; or
c. To any persons, if it is authorized by a special resolution, whether or not those persons include
the persons referred to in clause (a) or clause (b), either for cash or for a consideration other
than cash, wherein, the price of such shares will be as per applicable laws.
B. Notwithstanding anything contained in (A) thereof, the further shares aforesaid may be offered to any
persons (whether or not those persons include the persons referred to in sub-clause (a) of clause (A)
hereof) in any manner whatsoever:
a. If a special resolution to that effect is passed by the Company in General Meeting; or
b. Where no such special resolution is passed, if the votes cast (whether on a show of hands or on
a poll as the case may be) in favour of the proposal contained in the resolution moved in the
668general meeting (including the casting vote, if any, of the Chairman) by the members who, being
entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if
any, cast against the proposal by members, so entitled and voting and the Central Government
is satisfied, on an application made by the Board of Directors in this behalf that the proposal is
most beneficial to the Company.
C. Nothing in sub-clause (c) of (A) hereof shall be deemed:
a. To extend the time within which the offer should be accepted; or
b. To authorize any person to exercise the right of renunciation for a second time on the ground
that the person in whose favour the renunciation was first made has declined to take the shares
comprised in the renunciation.
D. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by
the exercise of an option attached to the debentures issued or loans raised by the Company to convert
such debentures or loans into shares in the Company, or to subscribe for shares in the Company (whether
such option is conferred in these Articles or otherwise).
Provided that the terms of issue of such Debentures or loan containing such an option have been approved
before the issue of such Debentures or the raising of loan by a special resolution passed by the Company
in general meeting.
E. Notwithstanding anything contained in this Article, where any Debentures have been issued, or loan has
been obtained from any Government by a company, and if that Government considers it necessary in the
public interest so to do, it may, by order, direct that such Debentures or loans or any part thereof shall be
converted into shares in the Company on such terms and conditions as appear to the Government to be
reasonable in the circumstances of the case even if terms of the issue of such Debentures or the raising
of such loans do not include a term for providing for an option for such conversion:
Provided that where the terms and conditions of such conversion are not acceptable to the Company, it
may, within sixty days from the date of communication of such order, appeal to the tribunal which shall
after hearing the Company and the Government pass such order as it deems fit.
F. In determining the terms and conditions of conversion under Section 62(4), the Government shall have
due regard to the financial position of the Company, the terms of issue of debentures or loans, as the case
may be, the rate of interest payable on such debentures or loans and such other matters as it may consider
necessary.
G. Where the Government has, by an order made under Section 62(4), directed that any Debenture or loan
or any part thereof shall be converted into shares in a Company and where no appeal has been preferred
to the tribunal under Section 62(4) or where such appeal has been dismissed, the memorandum of such
Company shall, where such order has the effect of increasing the authorized share capital of the
Company, stand altered and the authorized share capital of such Company shall stand increased by an
amount equal to the amount of the value of shares which such Debentures or loans or part thereof has
been converted into.
13. ALTERATION OF CAPITAL
(a) The company may, from time to time, by ordinary resolution increase the share capital by the creation of
new shares by such sum, to be divided into shares of such amount, as may be specified in the resolution.
(b) Subject to the provisions of section 61, the company may, by ordinary resolution:
(i) Consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
(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) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
669(iv) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person.
(c) Where shares are converted into stock:
(i) 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.
(ii) 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.
(iii) 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.
(d)
(i) The Company may, by special resolution, reduce in any manner and with, and subject to, any
incident authorized and consent required by law
a. Its share capital;
b. Any capital redemption reserve account; or
c. Any share premium account.
(ii) Subject to provisions of the Companies Act 2013, the Board may accept from any member, to
surrender, on such terms and conditions as shall be agreed, of all or any of their shares.
14. CAPITALIZATION OF PROFITS
(a) (i) The Company in general meeting may, upon the recommendation of the Board, resolve—
(A) that it is desirable to capitalize any part of the amount for the time being standing to the
credit of any of the company’s reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(B) that such sum be accordingly set free for distribution in the manner specified in clause (ii)
amongst the members who would have been entitled thereto, if distributed by way of
dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained
in clause (iii), either in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such members
respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as
fully paid-up, to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
670(D) a securities premium account and a capital redemption reserve account may, for the
purposes of this regulation, be applied in the paying up of unissued shares to be issued to
members of the company as fully paid bonus shares;
(E) the Board shall give effect to the resolution passed by the company in pursuance of this
regulation.
(b) (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(A) make all appropriations and applications of the undivided profits resolved to be capitalized
thereby, and all allotments and issues of fully paid shares if any; and
(B) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(A) To make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and
(B) To authorize any person to enter, on behalf of all the members entitled thereto, into an
agreement with the company providing for the allotment to them respectively, credited as
fully paid-up, of any further shares to which they may be entitled upon such capitalization,
or as the case may require, for the payment by the company on their behalf, by the
application thereto of their respective proportions of profits resolved to be capitalized, of
the amount or any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
15. DEMATERIALISATION OF SECURITIES
(a) Notwithstanding anything contained in any other provision of the Companies Act, every company
making a public offer and such other class or classes of companies as may be prescribed, shall
issue the securities only in dematerialized form by complying with the provisions of the
Depositories Act, 1996, and the regulations made thereunder.
In case of such class or classes of unlisted companies as may be prescribed, the securities shall be
held or transferred only in dematerialized form in the manner laid down in the Depositories Act,
1996, and the regulations made thereunder.
(b) Any company, other than a company mentioned in sub-clause (a), may convert its securities into
dematerialized form or issue its securities in physical form in accordance with the provisions of
the Companies Act, or in dematerialized form in accordance with the provisions of the Depositories
Act, 1996, and the regulations made thereunder.
16. BUY-BACK OF SHARES
Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own
shares or other specified securities.
17. GENERAL MEETING
(a) All general meetings of the Company other than the annual general meeting shall be called an extra ordinary
general meeting.
(b) (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
671(ii) If at any time there is not within India, Directors capable of acting who are sufficient in number to form
a quorum, any Director or any two members of the Company may call an extraordinary general meeting
in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.
(iii) Subject to Section 115 and 136 of the Act, any general meeting may be called by giving to the members
clear twenty one day’s notice or a shorter notice than of twenty one days if consent thereto is given by
members in accordance with the provisions of Section 101 of the Act.
18. PROCEEDINGS AT GENERAL MEETING
(a) No business shall be transacted at any general meeting unless a specified quorum of members is present at
the time when the meeting proceeds to transact business.
(b) Save as otherwise provided herein, the quorum for general meeting of the Company shall be as provided in
Section 103 of the Act.
(c) The chairman, if any, of the Board shall preside as chairman at every general meeting of the Company.
(d) If there is no such chairman or if he is not present within fifteen minutes after the time appointed for holding
the meeting or is unwilling to act as chairman of the meeting, the Director’s present shall elect one of their
members to be chairman of the meeting.
(e) If at any meeting no Director is willing to act as chairman or if no Director is present within 15 (fifteen)
minutes after the time appointed for holding the meeting, the members present shall choose one of their
members to be chairman of the meeting.
19. ADJOURNMENT OF MEETING
(a) The chairman may, with the consent of any meeting at which a quorum is present, and shall, If so directed by
the meeting, adjourn the meetings from time to time and from place to place.
(b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.
(c) 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.
(d) Save as provided, 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.
20. VOTING RIGHTS
(i) Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a
show of hands, every Member present in person shall have one vote; and 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.
(ii) A member may exercise his vote at a meeting by electronic means in accordance with section 108 and
shall vote only once.
(iii) (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the Register
of Members.
(iv) 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.
(v) Subject to the provisions of the Act, no member shall be entitled to vote at any general meeting unless
all calls or other sums presently payable by him in respect of shares in the Company have been paid.
672(vi) (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting
at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall
be valid for all purposes.
(ii)Any such objection made in due time shall be referred to the Chairperson of the meeting, whose
decision shall be final and conclusive.
(vii) Any business other than the one upon which a poll has been demanded may be proceeded with, pending
the taking of the poll.
(viii) The Company shall provide e-voting facility and allow participation through video conferencing for
shareholders in accordance with the Companies Act, 2013 and SEBI Listing Regulations.
(ix) Notices, annual reports, and other communications may be sent through electronic means as per applicable
laws.
21. PROXY
(a) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarized copy of that power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the
time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.
(b) An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
(c) 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.
22. DIRECTORS
(a) The following shall be the first Directors of the Company:
i. Naresh Kassera; and
ii. Sanjay Shrivastava
(b) Subject to the applicable provisions of the Act, the Board of Directors shall consist of not less than 3
(three) and not more than 15 (fifteen) Directors. The Company shall comply with the provisions of Section
149 of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014.
(c)
(i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to
time, to appoint a person as an additional director, in accordance with Section 161, provided the
number of the directors and additional directors together shall not at any time exceed the maximum
strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company
or on the last date on which such annual general meeting should have been held but shall be eligible
for appointment by the company as a director at that meeting subject to the provisions of the Act.
(d) The Board of Directors may participate in the Board meeting by telephone or video conferencing or any
other means of contemporaneous communication.
673(e) No person shall be elected as a Director (except as a first Director or a Director appointed by the Directors)
unless seven days’ notice shall have been left at the registered office of the Company of the intention to
propose him as a Director together with a notice in writing signed by himself signifying his willingness to
be elected.
(f) The Directors need not to hold any qualification shares in the Company.
(g)
(i) Subject to the provisions of the Act and rules framed thereunder, each Director shall receive out of
the fund of the Company by way of sitting fees for his service a sum not exceeding the sum prescribed
under the Act for every meeting of the Board or committee thereof, attended by him.
(ii) The Director shall also be paid travelling and other expenses for attending and returning from
meetings of the Board (including hotel expenses) and any other expenses properly incurred by them
in connection with the business of the Company.
(iii) The Directors may also be remunerated for any extra services done by them outside their ordinary
duties as Directors, subject to the provisions of Section 188 of the Act.
(iv) The Directors may pay all expenses incurred in getting up and registering the Company.
(h) Subject to the provisions of the Act, if any, Director, being willing shall be called upon to perform extra
services for that purposes of the Company, the Company shall remunerate such Director by such fixed sum
or percentage of profits or otherwise as may be determined by the Directors and such remuneration may be
either, in addition to or in substitution for his remuneration provided above.
(i) Subject to the provisions of the Act, the remuneration of a Director may be fixed or a particular sum or a
percentage of the net profits or otherwise. The said sum shall be fixed by the Board, from time to time.
(j) Subject to the provisions of Section 188 and 184 of the Act, no Directors shall be disqualified by his office
from contracting with the Company, nor shall any such contract entered into by or on behalf of the Company
in which any Director shall be in any way interested be avoided, nor shall any Director contracting or being
so interested be liable to account to the Company for any profit realized by any such contract by reason only
of such Director holding that office or of the fiduciary relations thereby established but it is declared that the
nature of his/her interest must be disclosed by him/ her at the meeting of the Directors at which the contract
is determined if his/her Interest then exists or in any other case, at the first meeting of the Directors after
he/she acquires such interest.
The Directors may appoint any person to be an alternate Director to act for a Director (hereinafter in this
Articles called the original Director) during his absence for a period not less three months from the State in
which meeting of the Directors are ordinarily held, but such alternate Director shall ipso facto vacate office
if and when the original Director returns, to the State in which the meetings of the Directors are ordinarily
held, subject to Section 161 of the Act.
(k) The Board shall have power to determine the Directors whose period of office is or is not liable to
determination by retirement of Directors by Rotation, in pursuance of the applicable provisions
(l) The Board of Directors may, from time to time by Special Resolution increase or reduce the number of
Directors within the limits specified in Article 21(c).
(m) The Director shall have the power, at any time and from time to time, to appoint any persons as additional
Director in addition to the existing Directors so that the total number of Directors shall not at any time exceed
the number fixed for Directors in these Articles, Any Director so appointed, shall hold office only upto the
date of next following annual general meeting, but shall be eligible thereat for election as Director at that
meeting subject to the provisions of the Act.
(n) The Company, may by ordinary resolution of which special notice has been given in accordance with the
provisions of Section 115 of the Act, remove any Director including the Managing Director, if any, before
the expiration of the period of his office, notwithstanding anything contained in these Articles or in any
674agreement between the Company and such Director, such removal shall be without prejudice to any contract
of service between him and the Company.
(o) If the Director appointed by the Company in general meeting vacates office as a Director before his terms
of office will expire in the normal course, the resulting casual vacancy may be filled up by the Board at a
meeting of the but any person so appointed shall retain his office so long only as the vacating Director would
have retained the same if vacancy had not occurred, provided that the Board may not fill such a vacancy by
appointing thereof any person who has been removed from the office of Director under Article 21(m) above.
(p) Section 167 of the Act shall apply, regarding vacation of office by Director. A Director shall also be entitled
to resign from the office of Directors from such date as he may specify while so resigning.
(q) The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of that section) make and vary such regulations as it
may thinks fit respecting the keeping of any such register.
(r) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed,
as the case may be, by such person and in such manner as the Board shall from time to time by resolution
determine.
(s) 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.
23. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR
(a) The Board may, from time to time, subject to the provisions of Section 196 of the Act, appoint one or more
of the members of its Board to the office of the Managing Director or whole time Director for such period
and on such remuneration and other terms, as they think fit and subject to the terms of any agreement entered
into in any particular case, may revoke such appointment. His appointment will be automatically terminated
if he ceases to be a Director.
(b) A Managing or, whole time Director may be paid such remuneration (whether by way of salary, commission
or participation in profits or partly in one way and partly in other) as the Board may determine.
(c) The Board may, subject to Section 179 of the Act, 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 restriction,
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.
24. PROCEEDINGS OF THE BOARD
(a) The quorum necessary for the transaction of the business of Directors shall be two or one third of the total
number of Directors whichever is higher, subject to Section 174 of the Act.
Subject to provisions of Section 173 of the Act, at least four meetings shall be held in each calendar year in
such a manner that not more than one hundred and twenty days shall intervene between two consecutive
meetings of the board. The Directors may meet together for the discharge of the business, adjourn and
otherwise regulate their meetings and proceedings, as they think fit.
(b) Notice of every meeting of the Board shall be given in writing to every Director for the time being in India
and at his usual address in India to every other Director.
(c) A meeting of the Directors for the time being at which a quorum is present, shall be competent to exercise
all or any of the authorities, powers and desecrations by law or under the Articles and regulations for the
time being vested in or exercisable by Directors.
(d) The Managing Directors or a Director or a secretary upon the requisition of Director(s), may at any time
convene a meeting of the Directors.
675(e) The questions arising at any meeting of the Directors shall be decided by a majority of votes and in a case
of any equality of vote, the chairman, if any, shall have a second or casting vote.
(f) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the directors may act for
the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general
meeting of the company, but for no other purpose.
(g) The Directors may elect a chairman of their meeting and determine a period for which he is to hold office.
If no such chairman is elected, or if at any meeting the chairman is not present within five minutes of the
time appointed for holding the same or is unwilling to preside the Directors present may choose one of their
members to be the chairman of such a meeting.
(h) Subject to the Articles and provisions of section 179, 180 and 186 the Act, the Directors may delegate any
of their powers, other than the power to borrow and to make calls to issue debentures and any other powers
which by reason of the provision of the Act cannot be delegated to committees consisting of such member
or members of their body as they may think fit and they may, from time to time, revoke and discharge any
such committee either wholly or in part and either as to persons or person. Every committee so formed in
exercise of powers so delegated shall conform to any regulations that may from time to time, be imposed on
it by the Directors and all acts done by any such Committee, in the conformity with such regulations and in
fulfillment of the purpose of their appointment but not otherwise shall have the like force and effect as if by
the Board.
(i) A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the
chairman is not present within five minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be chairman of the meeting.
(j) A committee may meet and adjourn as it thinks fit. Questions arising at any meeting of a committee shall be
determined by a majority of votes of the members present, and in case of an equality of votes, the Chairman
shall have a second or casting vote.
(k) A resolution not being a resolution required by the Act or by these Articles to be passed only at a meeting
of the Directors, may be passed without the meeting of the Directors or a Committee of Directors provided
that the resolution has been circulated in the draft together with necessary papers if any, to all the Directors
or to all the members to the committee then in India (not less than the quorum fixed for a meeting for the
Board or committee, as the case may be) and to all other Directors or members at their usual addresses in
India, and has been approved by such of the directors as then in India or by a majority of such of them as
are entitled to vote on the resolution.
(l) All acts done in any meeting of the Board or of a committee thereof or by a person acting as a director, shall
be valid, notwithstanding that it may be afterwards discovered that, his appointment was invalid by reason
of any defect or disqualification or had terminated by virtue of any provision accountant in the act, or in the
Articles, provided that these Articles shall not give validity to acts done by a Director after his appointment
has been shown to the Company to be invalid or to have terminated.
Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the
Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or
committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly
convened and held.
25. POWERS OF THE DIRECTORS
(a) Subject to the Articles and provisions of section 179, 180 and 186 the Act, other applicable provisions if
any, the Directors shall have the right to delegate any of their powers to such managers, agents or other
persons as they may deem fit and may at their own discretion revoke such powers.
(b) The Directors shall have powers for the engagement and dismissal of managers, engineers, clerks, workers
and assistants and shall have powers of general direction, management and superintendence of the business
of the Company with full powers to do all such acts, matters and things deemed necessary, proper or
expedient for carrying on the business of the company, and to make and sign all such contracts and to draw
676and accept on behalf of the company all such bills of exchange, hundies, cheques, drafts and other
government papers and instruments that shall be necessary, proper or expedient for the authority and
direction of the company except only such of them as by the Act or by these present are expressly directed
to be exercised by shareholders in the general meeting.
26. INSPECTION OF ACCOUNTS
(a) (i) The Board of Directors shall cause proper books of account to be maintained in accordance with Section
128 of the Act.
(ii) Subject to provisions of the Act, the Board shall, from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations, the accounts and the books of
the Company or any of them shall be open to the inspection of members not being Directors.
(iii) Subject to provisions of the Act, no member (not being a Director) shall have any right of inspecting any
account book or document of the Company except as conferred by law or authorised by the Board of
Directors or by the Company in general meetings.
27. SECRECY
Subject to the provisions of law of the land and the Act, every manager, auditor, trustee, member of a committee,
officer, servant, agent, accountant or other persons employed in the business of the Company shall, if so required
by the Board, before entering upon the duties, sign a declaration pledging himself to observe strict secrecy
respecting all transactions of the Company with its customers and the state of account 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
court of law and except so far as may be necessary in order to comply with any of the provisions in these presents
and the provisions of the Act.
28. BORROWING POWER
Subject to the provisions of Sections 73 , 179 and 180 of the Act, and regulations made there under and directions
issued by RBI (as applicable), the Directors shall have the power, from time to time and at their discretion to
borrow or raise or secure the payment of any sum of money for the purpose of the Company from the member or
other persons, companies or banks or they may themselves advance money to the Company on such interest as
may be approved by the Directors.
The Directors may, from time to time, secure the payment of such money in such manner and upon such terms
and conditions in all respects as they think fit and in particular by the issue of Debentures or bonds of the Company
or by pledge, mortgage, charge or any other security on all or any of the properties of the Company, both present
and future, including its uncalled capital for the time being.
Any Debenture, bonds, or other securities may be issued with special privileges as to redemption, surrender,
drawing and allotment of shares of the Company and otherwise.
29. OPERATION OF BANK ACCOUNTS
The Board shall have the power to open bank accounts and to operate all banking accounts of the Company, to
sign cheques on behalf of the Company, to receive payments, make endorsements draw and accept negotiable
instruments, hundies and bills or to authorise any other person or persons to exercise such powers.
30. INDEMNITY AND RESPONSIBILITY
(a) Subject to the provision of section 197 of the Act, every Director, manager and other officer or employee
of the Company shall be indemnified by the Company against, and it shall be the duty of the Company to
pay out of the funds of the Company, all properly documented costs, losses, and expenses including
traveling expenses which any such Director, Manager and other officer or employee may incur or become
liable to, by reason of any contract entered into or act or deed done by him or in any other way in the
discharge of his duties as such Director, manager and other officer or employee.
677Subject as aforesaid the Director, Manager and other officer or employee of the Company shall be
indemnified out of the assets of the Company against any liability incurred by them or him in defending
any proceedings whether civil or criminal in which judgement is given in their or his favour or in which
they or he is acquitted or in connection with any application in which relief is given to them or him by the
court or tribunal.
(b) Subject to the provisions of the Act, no Director or other officer of the Company shall be liable for the acts,
receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for
conformity or for any loss or expenses happening to the Company through insufficiency or deficiency of
title to any property acquired by order of the Directors for or on behalf of the Company, or for the
insufficiency or deficiency of any security in or upon which any money of the Company shall be invested,
or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, Company
or corporation with whom any moneys, securities or effects shall be entrusted or deposited or for any loss
occasioned by any error of judgement or oversight on his part, or for any other loss or damage or misfortune
whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the
same occurs through his own willful act or default.
Without prejudice to the generality of the foregoing, it is hereby expressly declared that any filing fee
payable on any document required to be filed with the Registrar of Companies in respect of any act done
by any Director or other Officer, by reason of his holding the said office, shall be paid and borne by the
Company.
31. WINDING UP
Subject to the provisions of Chapter XX of the Act and rules made thereunder-
(a) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the
Company and any other sanction required by the Act, divide amongst the members in specie or in kind,
the whole or any part of the assets of the Company, irrespective of whether such assets consist of property
of the same kind or not.
(b) For the purposes of Article 27(a), 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.
(c) 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 is he considers necessary, but so that no member shall be
compelled to accept any shares or such other securities whereon there is any liability.
32. THE SEAL
(a) The Board shall provide for the safe custody of the Seal of the Company.
(b) The Seal shall not be affixed to any instrument except by the authority of resolution of the Board or a
committee of the Board authorised by it in that behalf and except in the presence of at least two directors
and the secretary or such other person as the Board may appoint for the purpose and those two directors
and the secretary or other person aforesaid shall sign every instrument to which the Seal of the Company
is so affixed in, his presence. The share certificate will, however, be signed and sealed in accordance
with applicable provisions of Companies Act, 2013, and the rules made thereunder.
33. DIVIDENDS AND RESERVE
(a) Subject to rights of members entitled to shares (if any) with preferential or special rights attached to
them, the profits of the Company, from time to time, determined to be distributed as dividend in respect
of any year or other period shall be applied for payment dividend on the shares in proportion to the
amount of capital paid up on the shares, provided that unless the Board otherwise determines, all
dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid up on the
shares during any portion or portions of the period in respect of which dividend is paid. Provided always
that subject as aforesaid, any capital paid up on a share during the period in respect of which a dividend
678is declared shall (unless the Board otherwise determines or the terms of issue otherwise provide, as the
case may be), only entitle the holder of such share to an apportioned amount of such dividend as from
the date of payment but so that where, capital is paid up in advance of calls such capital may carry interest
but shall not in respect thereof confer a right to participate in profits or confer a right to dividend.
(b) The Company in general meeting may declare a dividend to be paid to the members according to their
rights and interest in the profits and may, subject to the provisions of Section 123 of the Act, fix the time
for payment.
(c) No larger dividend shall be declared than is recommended by the Directors, but the Company in general
meeting may declare a smaller dividend.
(d) Subject to the provisions of Section 123, the Directors may, from time to time, pay to the members such
interim dividends as their judgment the position of the Company justifies.
(e) Subject to Section 123 of the Act, the Directors may retain any dividends on which the Company has a
lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect
of which the lien exists.
(f) A transfer of shares shall not pass the rights to any dividend declared thereon before the registration of
the transfer.
(g) Subject to Section 123 of the Act, the Directors may retain the dividends payable upon shares in respect
of which any person is entitled to become a member by transmission or transfer until such transmission
or transfer has occurred and the person has duly become a member in respect thereof.
(h) Any one of the several persons who are registered as joint holders of any share may give effectual receipts
of all dividend payments on account of dividends in respect of such shares.
(i) Unless otherwise directed, any dividend may be paid by cheque or warrant sent through post to the
registered address of the member or person entitled thereto, or in the case of joint-holders to the registered
address of that one whose name stands first on the Register of Members In respect of the joint holding
or to such person and such address and the member or person entitled or such joint holders as the case
may be, may direct and every cheque or warrant shall be made payable at par to the person or to the order
of the person to whom It is sent or to the order of such other person as the member or person entitled or
such joint-holders, as the case maybe, may direct.
(j) The payment of every cheque or warrant sent under the provisions of the last preceding Article shall, if
such cheque or warrant purports to be duly endorsed, be a good discharge to the Company in respect
thereof, provided nevertheless that the Company shall not be responsible for the loss of any cheque,
warrant or postal money order which shall be sent by post to any member or by his order to any other
person in respect of any dividend.
(k) Any dividend remaining unpaid or unclaimed after having been declared shall be dealt in accordance
with Sections 123 of the Act, and rules made there under.
(l) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by
law.
(m) Notice of any dividend that may have been declared shall be given to the persons entitled to share therein
in the manner mentioned in the Act.
(n) No dividend shall bear interest against the company.
(o) the declaration and payment of dividend, creation of reserves, and disclosure of unpaid/unclaimed
dividends shall comply with SEBI Listing Regulations and the Investor Education and Protection Fund
(IEPF) Rules.
34. UNPAID OR UNCLAIMED DIVIDEND
679(a) Where the Company has declared a dividend but which has not been paid or the dividend warrant in respect
thereof has not been posted within 30 days from the date of declaration to any shareholder entitled to the
payment of the dividend, the Company shall within 7 days from the date of expiry of the said period of
thirty days, open a special account in that behalf in any scheduled bank, to be called “Unpaid Dividend
Account” and transfer to the said account, the total amount of dividend which remains unpaid or in relation
to which no dividend warrant has been posted.
(b) Any money transferred to the unpaid dividend account of a company which remains unpaid or unclaimed
for a period of seven consecutive years or more from the date of such transfer, shall be transferred by the
company to the Fund known as Investor Education and Protection Fund established under Section 125 of
the Act along with a statement containing such details as may be prescribed. A claim to any money so
transferred to the general revenue account may be preferred to the Central Government by the shareholders
to whom the money is due.
(c) No unclaimed or unpaid dividend shall be forfeited by the Board.
35. ISSUE OF BONUS SHARES
The Company in its General Meeting may resolve to issue the bonus shares to its Members, subject to the
applicable provisions of the Act and other laws as may be applicable in this behalf from time to time.
36. AUTHENTICATION OF DOCUMENTS
Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring
authentication by the Company or contracts made by or on behalf of the Company may be signed by any
Key Managerial Personnel or an Officer of the Company duly authorized by the Board in this behalf.
37. GOVERNING LAW AND DISPUTE RESOLUTION
The provisions of these Articles of the Company shall be governed by, interpreted and construed in
accordance with the laws of India.
680MATERIAL 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 will be attached to the copy of the Red Herring Prospectus and Prospectus
filed with the RoC (except for such contracts and documents executed after the filing of the Red Herring
Prospectus). Copies of the contracts and documents for inspection referred to hereunder, may be inspected at our
Registered Office from 10.00 a.m. to 5.00 p.m. IST on all Working Days and will also be available on the website
of our Company at https://www.crystalcropprotection.com/investor-
relations/Material_Contracts_and_Documents from the date of the Red Herring Prospectus until the Bid/ Offer
Closing Date, except for such contracts and documents that will be entered into or executed subsequent to the
completion of the Bid/ Offer Closing Date.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so, required in the interest of our Company or if required by other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act, 2013 and other applicable
law.
Material Contracts to the Offer
1. Offer Agreement dated December 17, 2025 entered into among our Company, the Selling Shareholders
and the BRLMs.
2. Registrar Agreement dated December 17, 2025 entered into among our Company, the Selling
Shareholders and the Registrar to the Offer.
3. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring
Agency.
4. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Selling
Shareholders, the Members of the Syndicate, Banker(s) to the Offer and the Registrar to the Offer.
5. Share Escrow Agreement dated [●] entered into among our Company, Selling Shareholders and the Share
Escrow Agent.
6. Syndicate Agreement dated [●] entered into among our Company, the Members of the Syndicate, the
Selling Shareholders and the Registrar to the Offer.
7. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders and the
Underwriters.
Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time
to time.
2. Certificate of incorporation dated July 13, 1994 under the name of ‘Jai Bharat Crop Chemical Private
Limited’.
3. Fresh certificate of incorporation dated November 4, 2010 issued upon change of name of our Company
from Jai Bharat Crop Chemical Private Limited to Crystal Crop Protection Private Limited.
4. Fresh certificate of incorporation dated January 3, 2018 issued upon conversion of our Company from a
private limited company to a public limited company and change in name of our Company to “Crystal
Crop Protection Limited”.
5. Resolution of our Board dated December 12, 2025, approving the Offer and other related matters.
6. Shareholders’ resolution dated December 17, 2025, approving the Fresh Issue and other related matters.
7. Resolution of our Board dated December 17, 2025 approving this Draft Red Herring Prospectus for filing
681with SEBI and the Stock Exchanges.
8. Resolution of our Board of Directors dated December 17, 2025, taking on record the approval for the
Offer for Sale by the Selling Shareholders.
9. Consent letters from each of the Selling Shareholder consenting to its respective participation in the Offer
for Sale.
10. The examination report dated December 12, 2025, of the Statutory Auditor on our Restated Consolidated
Financial Information.
11. Copies of the annual reports of our Company for the Fiscals 2025, 2024 and 2023.
12. The report dated December 17, 2025, on the statement of possible special tax benefits available to the
Company, and its Shareholders under the applicable laws in India from the Statutory Auditor.
13. The report dated December 17, 2025, on the statement of possible special tax benefits available to the
Material Subsidiary, namely, Saffire Crop Science Private Limited under the applicable laws in India
from Bansal & Co LLP , Chartered Accountants, bearing firm registration number 001113N/N500079.
14. Trademark sales and logo use agreement dated June 30, 2016 entered into between BASF SE, Germany
and our Company.
15. Share transfer deed dated July 11, 2016, entered into between the erstwhile shareholders of Nexus and
our Company.
16. Scheme of amalgamation between our Company, Aviral Chemicals Private Limited, Jai Shree Crop
Science Private Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini
Bioseeds and Agritech Private Limited and Rohini AgriSeeds Private Limited dated January 1, 2017.
17. Valuation report dated April 18, 2017, issued by Corporate Professionals Capital Private Limited, an
independent registered valuer (registration number INM000011435) in relation to the scheme of
amalgamation between our Company, Aviral Chemicals Private Limited, Jai Shree Crop Science Private
Limited, Redson Cropcare Private Limited, Rohini Seeds Private Limited, Rohini Bioseeds and Agritech
Private Limited and Rohini AgriSeeds Private Limited dated January 1, 2017.
18. Asset transfer agreement dated January 31, 2018 entered into between Cytec India Specialty Chemicals
& Materials Private Limited and our Company.
19. Deed of assignment dated July 31, 2018, entered into between Cytec India Specialty Chemicals &
Materials Private Limited and our Company.
20. Order by National Company Law Tribunal, Special Bench, Bengaluru dated August 24, 2023, declaring
the Aviral Crop Science Arrangement Scheme to be binding on all shareholders and creditors of Aviral
Crop Science Private Limited.
21. Scheme of demerger between our Company and Aviral Crop Science Private Limited by order of
National Company Law Tribunal, Ahmedabad Bench dated October 18, 2023.
22. Valuation report dated June 21, 2022 issued by Ritu Sarin, an independent registered valuer (registration
number IBBI/RV/05/2020/13063) in relation to the scheme of demerger between our Company and
Aviral Crop Science Private Limited dated October 18, 2023.
23. Deed of assignment of intellectual property rights dated March 27, 2018, entered into between Devgen
N.V. and our Company.
24. Asset transfer agreement dated March 27, 2018, entered into between Devgen Seeds and our Company.
25. Business transfer agreement dated March 27, 2018, entered into between Syngenta India Limited and
our Company.
26. Asset transfer agreement dated August 14, 2018 entered into between FMC India Private Limited,
682Cheminova India Limited and our Company.
27. Asset purchase agreement dated November 21, 2018, between Syngenta Participations AG, Syngenta
India Limited, and our Company.
28. Confirmatory deed of assignment dated December 23, 2019 between Dow Agrisciences LLC and our
Company.
29. Business purchase agreement dated October 13, 2021, entered into between Bayer BioScience Private
Limited and our Company.
30. Business purchase agreement dated October 13, 2021, entered into between Bayer CropScience Limited
and our Company.
31. Deed of assignment dated December 1, 2023, entered into between Kohinoor Seed Fields India Private
Limited and our Company.
32. Valuation report dated February 14, 2024, issued by Samarth Valuation Advisory LLP, an independent
registered valuer (registration number IBBI/RV-E/06/2021/157) in relation to the deed of assignment
dated December 1, 2023, entered into between Kohinoor Seed Fields India Private Limited and our
Company.
33. Scheme of merger dated October 31, 2024 between the Company and I & B Seeds Private Limited.
34. Trademark assignment agreement dated December 5, 2023 entered into between Syngenta Limited,
Syngenta India Private Limited, and our Company.
35. Trademarks assignment agreement dated December 23, 2024 entered into between Bayer Intellectual
Property GmbH, Bayer CropScience Aktiengesellschaft, and our Company.
36. Trademarks assignment agreement dated May 20, 2025 entered into between Bayer Intellectual Property
GmbH, Bayer CropScience Aktiengesellschaft, and our Company.
37. Valuation report dated February 10, 2025, issued by Samarth Valuation Advisory LLP, an independent
registered valuer (registration number IBBI/RV-E/06/2021/157) in relation to the trademarks assignment
agreement dated December 23, 2024 entered into between Bayer Intellectual Property GmbH, Bayer
Aktiengesellschaft, Bayer CropScience Aktiengesellschaft, and our Company.
38. Securities purchase agreement dated October 28, 2024 entered into by and between Praveen Narayana
Noojibail, Meera Noojibail, W Atlee Burpee Company, I&B Seeds Private Limited and our Company.
39. Valuation report dated February 10, 2025, issued by Samarth Valuation Advisory LLP, an independent
registered valuer (registration number IBBI/RV-E/06/2021/157) in relation to the securities purchase
agreement dated October 28, 2024 entered into by and between Praveen Narayana Noojibail, Meera
Noojibail, W Atlee Burpee Company, I&B Seeds Private Limited and our Company.
40. Valuation report dated March 13, 2025, issued by Samarth Valuation Advisory LLP, an independent
registered valuer (registration number IBBI/RV-E/06/2021/157) in relation to the scheme of
amalgamation of Nexus Crop Science Private Limited with Saffire Crop Science Private Limited.
41. Scheme of amalgamation dated April 1, 2025 of Nexus Crop Science Private Limited with Saffire Crop
Science Private Limited.
42. Amended and restated shareholders’ agreement dated September 23, 2022 executed among the
Company, Nand Kishore Aggarwal, Ankur Aggarwal, Kanak Aggarwal, Komal Aggarwal, Nand Kishore
Aggarwal HUF, Crystal Crop Protection Employee Welfare Trust, Kanak Nand Kishore Aggarwal
Family Trust, International Finance Corporation and IFC Emerging Asia Fund, LP, read together with
the (i) deed of adherence dated February 13, 2024 executed by Redson Retail and Reality Private Limited,
(ii) addendum to the Original SHA dated March 5, 2024, between the Company, Nand Kishore Aggarwal,
Ankur Aggarwal, International Finance Corporation, IFC Emerging Asia Fund, LP, Komal Aggarwal,
Nand Kishore Aggarwal HUF, Crystal Crop Protection Employee Welfare Trust and Redson Retail and
Reality Private Limited; (iii) deeds of adherence, each dated December 5, 2025 executed by Ankur
683Aggarwal KNK Family Trust, Komal Aggarwal KNK Family Trust and Pooja Bansal KNK Family
Trust; and (iv) the waiver cum amendment agreement dated December 17, 2025 executed amongst the
Company, Nand Kishore Aggarwal, Ankur Aggarwal, International Finance Corporation, IFC Emerging
Asia Fund, LP, Komal Aggarwal, Crystal Crop Protection Employee Welfare Trust, Kanak Nand Kishore
Aggarwal Family Trust, Redson Retail and Reality Private Limited, Ankur Aggarwal KNK Family Trust,
Komal Aggarwal KNK Family Trust and Pooja Bansal KNK Family Trust.
43. Amended and restated sale right agreement dated September 23, 2022 executed among the Company,
International Finance Corporation, IFC Emerging Asia Fund, LP, Nand Kishore Aggarwal, Ankur
Aggarwal and Kanak Aggarwal read with waiver cum amendment agreement dated December 17, 2025
executed amongst the Company, International Finance Corporation, IFC Emerging Asia Fund, LP, Nand
Kishore Aggarwal and Ankur Aggarwal.
44. Policy Agreement dated December 17, 2025 entered into amongst our Company, International Finance
Corporation and IFC Emerging Asia Fund, LP.
45. Power Supply and Offtake Agreement dated April 22, 2025 entered into between GH2 Solar SPV-1
Private Limited and our Company.
46. Share Subscription and Shareholders’ Agreement dated July 28, 2025 entered into between GH2 Solar
Limited, our Company and GH2 Solar SPV-1 Private Limited.
47. Written consent dated December 17, 2025 from our Statutory Auditor, Walker Chandiok & Co LLP,
Chartered Accountants, bearing firm registration number 001076N/N500013, holding a valid peer review
certificate from ICAI to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditor, and in respect of their (i) examination report dated December 12, 2025 on our Restated
Consolidated Financial Information; and (ii) their report dated December 17, 2025 on the statement of
special tax benefits available to our Company and its Shareholders under the applicable tax laws of India,
in this Draft Red Herring Prospectus.
48. Written consent dated December 17, 2025 from Bansal & Co LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, registered with the ICAI to include their name as required under
Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red
Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the
extent of their report dated December 17, 2025 on the statement of special tax benefits available to our
Material Subsidiary, Saffire Crop Science Private Limited under applicable tax laws of India, and in
respect of various certifications issued by them in their capacity as independent chartered accountant to
our Company on certain financial and operational information included in this Draft Red Herring
Prospectus.
49. Written consent dated December 17, 2025 from Deepankar Sharma, Independent Chartered Engineer,
bearing membership number M-1436635, to include their name as required under Section 26(5) of the
Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red Herring Prospectus and
referred to as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of the
certification issued by them in their capacity as independent chartered engineer to our Company.
50. Written consent dated December 17, 2025 from Shashank Pashine & Associates, Practicing Company
Secretary, bearing membership number F11665 and CP number 21229, to include their name as required
under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Draft Red
Herring Prospectus and referred to as an “expert” as defined under Section 2(38) of the Companies Act,
2013 in respect of the certification issued by them in their capacity as an independent practicing company
secretary to our Company.
51. Written consent dated December 17, 2025 from Gyanveer Singh and Karmveer of LexAnalytico
Consulting, Intellectual Property Consultant, to include their name in this Draft Red Herring Prospectus
and referred to as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of
the certification issued by them in their capacity as intellectual property consultants to our Company.
52. Resolution dated December 17, 2025 passed by the Audit Committee approving the KPIs.
68453. Certificate dated December 17, 2025 from Bansal & Co. LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079 certifying the KPIs of our Company.
54. Certificate dated December 17, 2025 from Bansal & Co. LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, in relation to financial indebtedness.
55. Certificate dated December 17, 2025 from Bansal & Co. LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, in relation to outstanding dues to material creditors.
56. Certificate dated December 17, 2025 from Bansal & Co. LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, in relation to tax litigation involving the Company, its
Subsidiaries, Promoters and Directors.
57. Certificate dated December 17, 2025 from Bansal & Co. LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, in relation to Basis for Office Price.
58. Certificate dated December 17, 2025 from Bansal & Co. LLP, Chartered Accountants, bearing firm
registration number 001113N/N500079, confirming weighted average price, average cost of acquisition
and price at which specified securities were acquired.
59. Certificate dated December 17, 2025, from the Statutory Auditor certifying the loan utilization of our
Company.
60. Certificate dated December 17, 2025, from Kumar Vijay Gupta & Co., Chartered Accountants certifying
the loan utilization of our Material Subsidiary, Saffire Crop Science Private Limited.
61. Consents of our Directors, bankers to our Company, the BRLMs, the Syndicate Members, Registrar to
the Offer, legal counsel to our Company as to Indian Law, Monitoring Agency, Company Secretary and
Compliance Officer, Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s), and
Sponsor Banks, in their respective capacities.
62. Consent letter dated December 16, 2025, from Frost & Sullivan to rely on and reproduce part or whole
of the industry report titled “Independent Market Report on Agrochemicals & Seeds Industry”.
63. Industry report titled “Independent Market Report on Agrochemicals & Seeds Industry” dated December
16, 2025 prepared and issued by Frost & Sullivan, which has been commissioned and paid for by our
Company pursuant to an engagement letter dated August 19, 2025 exclusively for the purposes of the
Offer.
64. Due diligence certificate dated December 17, 2025 addressed to SEBI from the Book Running Lead
Managers.
65. In-principle listing approvals dated [●] and [●] from the BSE and the NSE, respectively.
66. Tripartite agreement dated February 27, 2018 among our Company, NSDL and the Registrar to the Offer.
67. Tripartite agreement dated February 23, 2018 among our Company, CDSL and the Registrar to the Offer.
68. SEBI final observation letter bearing number [●] dated [●].
685DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Ankur Aggarwal
Designation: Chairman and Managing Director
Date: December 17, 2025
Place: New Delhi
686DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Anil Jain
Designation: Executive Director – Strategy and Operations
Date: December 17, 2025
Place: Kerala
687DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Kavishwar Vitthalrao Kalambe
Designation: Whole-time Director – Technical Manufacturing
Date: December 17, 2025
Place: Jammu
688DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sangeeta Kapiljit Singh
Designation: Independent Director
Date: December 17, 2025
Place: Mumbai
689DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sartaj Sewa Singh
Designation: Independent Director
Date: December 17, 2025
Place: Bengaluru
690DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Chetan Rameshchandra Desai
Designation: Independent Director
Date: December 17, 2025
Place: Mumbai
691DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the 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 and undertaking made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as
amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the
statements, disclosures, and undertakings made in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Nitin Agarwal
Date: December 17, 2025
Place: New Delhi
692DECLARATION BY THE SELLING SHAREHOLDER
I, Nand Kishore Aggarwal, acting as a Selling Shareholder, hereby certify and declare that all statements,
disclosures and undertakings specifically made, confirmed or undertaken by me in this Draft Red Herring
Prospectus about or in relation to me, as a Selling Shareholder and my respective portion of the Offered Shares,
are true and correct. I assume no responsibility for any other statements, disclosures and undertakings, including,
any of the statements, disclosures and undertakings made or confirmed by or relating to the Company or any other
person(s) or any other Selling Shareholder in this Draft Red Herring Prospectus.
Nand Kishore Aggarwal
Date: December 17, 2025
Place: New Delhi
693DECLARATION BY THE SELLING SHAREHOLDER
I, Ankur Aggarwal, acting as a Selling Shareholder, hereby certify and declare that all statements, disclosures and
undertakings specifically made, confirmed or undertaken by me in this Draft Red Herring Prospectus about or in
relation to me, as a Selling Shareholder and my respective portion of the Offered Shares, are true and correct. I
assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements,
disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) or any other
Selling Shareholder in this Draft Red Herring Prospectus.
Ankur Aggarwal
Date: December 17, 2025
Place: New Delhi
694DECLARATION BY THE SELLING SHAREHOLDER
I, Komal Aggarwal, acting as a Selling Shareholder, hereby certify and declare that all statements, disclosures and
undertakings specifically made, confirmed or undertaken by me in this Draft Red Herring Prospectus about or in
relation to me, as a Selling Shareholder and my respective portion of the Offered Shares, are true and correct. I
assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements,
disclosures and undertakings made or confirmed by or relating to the Company or any other person(s) or any other
Selling Shareholder in this Draft Red Herring Prospectus.
Komal Aggarwal
Date: December 17, 2025
Place: New Delhi
695DECLARATION BY THE SELLING SHAREHOLDER
We, IFC Emerging Asia Fund, LP, acting as a Selling Shareholder, hereby confirm that all statements and
undertakings specifically made by us in this Draft Red Herring Prospectus about or in relation to ourselves,
severally and not jointly, as a Selling Shareholder and our respective portion of the Offered Shares, are true and
correct. We assume no responsibility for any other statements, disclosures and undertakings, including, any of the
statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s)
or any other Selling Shareholder in this Draft Red Herring Prospectus.
Signed for or on behalf of IFC Emerging Asia Fund, LP
Adam Sack
Designation: Chief Investment Officer
Date: December 17, 2025
Place: Melbourne
696DECLARATION BY THE SELLING SHAREHOLDER
We, International Finance Corporation, acting as a Selling Shareholder, hereby confirm that all statements and
undertakings specifically made by us in this Draft Red Herring Prospectus about or in relation to ourselves,
severally and not jointly, as a Selling Shareholder and our respective portion of the Offered Shares, are true and
correct. We assume no responsibility for any other statements, disclosures and undertakings, including, any of the
statements, disclosures and undertakings made or confirmed by or relating to the Company or any other person(s)
or any other Selling Shareholder in this Draft Red Herring Prospectus.
Signed for or on behalf of International Finance Corporation
Monica J. Chander
Designation: Regional Industry Manager, Manufacturing, Agribusiness & Services, South Asia
Date: December 17, 2025
Place: New Delhi, India
697