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DRAFT RED HERRING PROSPECTUS
Dated September 3, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
(Please scan this QR code to view the DRHP) 100% Book Built Offer
ELDORADO AGRITECH LIMITED
Corporate Identity Number: U01400TG2009PLC063998
REGISTERED AND CONTACT PERSON TELEPHONE AND EMAIL WEBSITE
CORPORATE OFFICE
Shed-2, Plot No. A11 & A12/1, IDA Nacharam, Medchal, Syed Wasim, Company Secretary, Tel: www.eldoradoagritech.com
Hyderabad – 500076, Telangana, India Compliance Officer and Legal Head +91 40 2222 2227
Email:
ipo@eldoradoagritech.com
OUR PROMOTERS: DR. SRINIVASA RAO LINGA AND USHA RANI PAPINENI
DETAILS OF THE OFFER
Type Fresh Issue Size^^ Offer for Sale Total Offer size^^ Eligibility and Reservations
size
Fresh Issue and Up to [●] Equity Shares of Up to [●] Equity Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the Securities and Exchange
Offer for Sale face value ₹ 2 each Shares of face Shares of face value ₹ Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
aggregating up to ₹ 3,400.00 value ₹ 2 each 2 each aggregating up amended (“SEBI ICDR Regulations”). For further details, see “Other Regulatory
million aggregating up to ₹ 10,000.00 million and Statutory Disclosures – Eligibility for the Offer” on page 398. For details in
to ₹ 6,600.00 relation to share reservation among QIBs, NIIs, RIBs and Eligible Employees (as
million defined below), see “Offer Structure” on page 417.
DETAILS OF THE OFFER FOR SALE
Name of the Promoter Selling Type Number of Equity Shares Offered Weighted Average Cost of
Shareholders Acquisition per Equity Share (in ₹)*
Dr. Srinivasa Rao Linga Promoter Selling Shareholder Up to [●] Equity Shares of face value ₹ 2 0.14
each aggregating up to ₹ 5,000.00 million
Usha Rani Papineni Promoter Selling Shareholder Up to [●] Equity Shares of face value ₹ 2 0.13
each aggregating up to ₹ 1,600.00 million
*As certified by Sarath & Associates, Chartered Accountants (FRN: 005120S), Statutory Auditors, by way of their certificate dated September 3, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ₹ 2 each. The
Floor Price, Cap Price, and the Offer Price as determined and justified by our Company, in consultation with the BRLMs and on the basis of the assessment of market demand
for the Equity Shares by way of the Book Building Process, in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 113 should not be
taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/ or sustained trading in the
Equity Shares 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 offered in the Offer have not been recommended
or approved by the Securities and Exchange Board of India (“SEBI”), nor does the 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 33.
ISSUER’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our
Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material
aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which
makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further,
each of the Promoter Selling Shareholders accept responsibility for and confirm only the statements made by such Promoter Selling Shareholders in this Draft Red Herring
Prospectus, to the extent of such statements are solely pertaining to themselves and/or the respective portion of their Offered Shares and assume responsibility that such
statements are true and correct in all material respects and are not misleading in any material respect. Each of the Promoter Selling Shareholders, severally and not jointly,
accepts responsibility for and confirms only the statements specifically made or confirmed by such Promoter Selling Shareholder in this Draft Red Herring Prospectus, to the
extent such statements are solely in relation to such Promoter 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. No Promoter Selling Shareholder, severally and jointly, assumes responsibility
for any other statements, disclosures and undertakings in this Draft Red Herring Prospectus, including without limitation, any of the statements, disclosures or undertakings
made or confirmed by or in relation to our Company or our Company’s business, or by any other Promoter Selling Shareholder or any other person(s).
LISTING
The Equity Shares to be 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” together with BSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
Logo of Book Running Lead Managers Name of Book Running Lead Contact Person Email and Telephone
Manager
Anand Rathi Advisors Limited P. Balraj/Arpan Tandon Tel.: +91 22 4047 7120
E-mail: ipo.eldorado@rathi.com
Equirus Capital Private Limited Malay Shah Tel.: +91 22 4332 0736
E-mail: eldorado.ipo@equirus.com
REGISTRAR TO THE OFFER
Logo of the Registrar Name of Registrar Contact Person Email and Telephone
Bigshare Services Private Limited Jibu John Tel: +91 22 62638200
E-mail: ipo@bigshareonline.com
BID/ OFFER PROGRAMMEDRAFT RED HERRING PROSPECTUS
Dated September 3, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
(Please scan this QR code to view the DRHP) 100% Book Built Offer
ANCHOR INVESTOR [●]* BID/OFFER OPENS ON [●] BID/OFFER CLOSES [●]**^
BID/ OFFER PERIOD 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 decide to close 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.
^^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law, aggregating up to ₹ 650.00 million, at its discretion, prior to filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the 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, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of
the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will result 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 RHP and Prospectus.DRAFT RED HERRING PROSPECTUS
Dated September 3, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
(Please scan this QR code to view the DRHP)
ELDORADO AGRITECH LIMITED
Our Company was originally incorporated as “Eldorado Agritech Private Limited”, a private limited company under the Companies Act, 1956 pursuant to a certificate
of incorporation dated June 16, 2009, issued by the Assistant Registrar of Companies, Andhra Pradesh. Consequently, upon conversion from a private limited company
to a public limited company pursuant to a Board resolution dated May 29, 2025 and a special resolution passed in the extraordinary general meeting of the Shareholders
held on June 5, 2025 the name of our Company was changed to “Eldorado Agritech Limited”, and a fresh certificate of incorporation dated June 23, 2025, was issued
by the Registrar of Companies, Central Processing Centre. For further details in relation to the changes in the name and registered office of our Company, please see
“History and Certain Corporate Matters – Brief History of our Company” on page 247.
Registered and Corporate Office: Shed-2, Plot No. A11 & A12/1, IDA Nacharam, Medchal, Hyderabad – 500076, Telangana, India
Contact Person: Syed Wasim, Company Secretary, Compliance Officer and Legal Head; Tel: +91 40 22222227
E-mail: ipo@eldoradoagritech.com; Website: www.eldoradoagritech.com; Corporate Identity Number: U01400TG2009PLC063998
OUR PROMOTERS: DR. SRINIVASA RAO LINGA AND USHA RANI PAPINENI
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH (“EQUITY SHARES”) OF ELDORADO AGRITECH
LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹
[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ 10,000.00 MILLION (THE “OFFER”). THE OFFER COMPRISES OF A FRESH
ISSUE OF UPTO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH BY OUR COMPANY AGGREGATING UPTO ₹3,400.00 MILLION (THE
“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH (THE “OFFERED SHARES”)
AGGREGATING UP TO ₹ 6,600.00 MILLION (THE “OFFER FOR SALE”), COMPRISING UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH
AGGREGATING UP TO ₹5,000.00 MILLION BY DR. SRINIVASA RAO LINGA AND [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH
AGGREGATING UP TO ₹ 1,600.00 MILLION BY USHA RANI PAPINENI (TOGETHER THE “PROMOTER SELLING SHAREHOLDERS”). THE
OFFER SHALL CONSTITUTE [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH, AGGREGATING UP TO ₹[●] MILLION
(CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES
(AS DEFINED HEREINAFTER) (“EMPLOYEE RESERVATION PORTION”). SUCH PORTION SHALL NOT EXCEED 5% OF THE POST-OFFER
EQUITY SHARE CAPITAL OF OUR COMPANY.THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED
TO AS THE “NET OFFER”. OUR COMPANY IN CONSULTATION WITH THE BRLMS, MAY OFFER A DISCOUNT OF ₹[●] TO THE OFFER PRICE
(EQUIVALENT OF ₹[●] PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION
(“EMPLOYEE DISCOUNT”). THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER
PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER ISSUE OF SPECIFIED SECURITIES, AS MAY BE PERMITTED
UNDER THE APPLICABLE LAW, AGGREGATING UP TO ₹ 650.00 MILLION, AT ITS DISCRETION, PRIOR TO 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, AS AMENDED. THE PRE-IPO PLACEMENT, IF UNDERTAKEN,
SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL
APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO
PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE
SUCCESSFUL AND WILL RESULT 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 RHP AND PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 2 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES.
THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS AND
WILL BE ADVERTISED IN ALL EDITIONS OF THE [●], AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF [●], A HINDI
NATIONAL DAILY NEWSPAPER, AND [●] EDITIONS OF [●], A TELUGU REGIONAL DAILY NEWSPAPER (TELUGU BEING THE REGIONAL
LANGUAGE OF HYDERABAD, TELANGANA WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE
CIRCULATION, AT LEAST 2 WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK
EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (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, in
consultation with the BRLMs, 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/ press release and also by indicating the change on the respective 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 Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the
SEBI ICDR Regulations. The Offer is being made in accordance with Regulation 6(1) of the SEBI ICDR Regulations, through the Book Building Process wherein not
more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (such portion referred to as “QIB
Portion”), provided that our Company in consultation with the BRLMs, may allocate up to 60% of the Net QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), out of which one-third shall be reserved for domestic Mutual Funds only, subject
to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”),
in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall
be added to the QIB Portion (excluding the Anchor Investor Portion) (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 Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders
(other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from
Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining
Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-
Institutional Investors out of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to ₹1.00
million; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹ 1.00 million, provided that the unsubscribed portion in
either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Investors and 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.DRAFT RED HERRING PROSPECTUS
Dated September 3, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Offer
(Please scan this QR code to view the DRHP)
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. Further, [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●]
million will be available for allocation on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid being Bids
received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are required to mandatorily use the Application Supported by Blocked
Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of UPI Bidders, if applicable, in which the corresponding Bid
Amounts will be blocked by the SCSBs or by the Sponsor Bank(s) under the UPI Mechanism, as applicable, to the extent of the respective Bid Amounts. Anchor
Investors are not permitted to participate in the Offer through the ASBA process. For further details, see ‘Offer Procedure’ on page 421.
RISKS IN RELATION TO FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 2 each. The Offer
Price/Floor Price/Cap Price, as determined and justified by our Company, in consultation with the BRLMs, and 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 113 should
not be taken 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 this 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 this 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 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 33.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with
regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and
correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. Further, each of the Promoter Selling Shareholders accept responsibility for and confirm only the statements made by such Promoter
Selling Shareholders in this Draft Red Herring Prospectus, to the extent of such statements are solely pertaining to themselves and/or the respective portion of their
Offered Shares and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. 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 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 Promoter Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements specifically
made or confirmed by such Promoter Selling Shareholder in this Draft Red Herring Prospectus, to the extent such statements are solely in relation to such Promoter
Selling Shareholder and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and
not misleading in any material respect. No Promoter Selling Shareholder, assumes responsibility for any other statements, disclosures and undertakings in this Draft
Red Herring Prospectus, including without limitation, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our
Company’s business, or by any other Promoter 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 32 of the Companies
Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date,
see “Material Contracts and Documents for Inspection” on page 464.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
ANAND RATHI ADVISORS LIMITED Equirus Capital Private Limited Bigshare Services Private Limited
11th Floor, Times Tower, Kamala City, Senapati 12th Floor, C Wing, Marathon Futurex, N.M. Joshi S6-2, 6th Floor, Pinnacle Business Park, Mahakali Caves
Bapat Marg, Lower Parel, Mumbai 400013 Marg, Lower Parel, Mumbai – 400013, Road, next to Ahura Centre, Andheri East, Mumbai -
Tel: +91 22 4047 7120 Maharashtra, India 400093. Maharashtra, India.
E-mail: ipo.eldorado@rathi.com Tel.: +91 22 4332 0736 Tel. No.: +91 22 6263 8200
E-mail: eldorado.ipo@equirus.com Email: ipo@bigshareonline.com
Investor Grievance e-mail:
Website: www.equirus.com Website: www.bigshareonline.com
grievance.ecm@rathi.com
Investor grievance e-mail: Investor Grievance E-Mail: investor@bigshareonline.com
Website: www.anandrathiib.com
investorsgrievance@equirus.com Contact Person: Jibu John
Contact person: P. Balraj/Arpan Tandon
Contact person: Malay Shah SEBI Registration No.: INR000001385
SEBI Registration No.: INM000010478
SEBI Registration Number: INM000011286
BID/OFFER PROGRAMME
ANCHOR INVESTOR [●]* BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON [●]**^
BID/ OFFER PERIOD
* Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid during the Anchor Investor Bidding
Date, i.e., 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 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 ................................................................................................................................... 18
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................... 27
FORWARD-LOOKING STATEMENTS .......................................................................................................................... 31
SECTION II: RISK FACTORS ............................................................................................................................................. 33
SECTION III: INTRODUCTION.......................................................................................................................................... 74
THE OFFER ....................................................................................................................................................................... 74
SUMMARY OF FINANCIAL INFORMATION .............................................................................................................. 76
GENERAL INFORMATION ............................................................................................................................................. 81
CAPITAL STRUCTURE ................................................................................................................................................... 90
OBJECTS OF THE OFFER ............................................................................................................................................. 104
BASIS FOR OFFER PRICE ............................................................................................................................................ 113
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ........................................................................................... 122
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 134
INDUSTRY OVERVIEW ................................................................................................................................................ 134
OUR BUSINESS .............................................................................................................................................................. 203
KEY REGULATIONS AND POLICIES ......................................................................................................................... 238
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 247
OUR SUBSIDIARY ......................................................................................................................................................... 257
OUR MANAGEMENT .................................................................................................................................................... 259
OUR PROMOTERS AND PROMOTER GROUP .......................................................................................................... 279
DIVIDEND POLICY ....................................................................................................................................................... 283
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 284
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................................... 284
OTHER FINANCIAL INFORMATION .......................................................................................................................... 345
CAPITALISATION STATEMENT ................................................................................................................................. 347
FINANCIAL INDEBTEDNESS ...................................................................................................................................... 348
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................. 351
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 377
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 377
GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 386
OUR GROUP COMPANIES ........................................................................................................................................... 395
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 397
SECTION VII – OFFER RELATED INFORMATION .................................................................................................... 411
TERMS OF THE OFFER ................................................................................................................................................. 411
OFFER STRUCTURE ..................................................................................................................................................... 417
OFFER PROCEDURE ..................................................................................................................................................... 421
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................ 441
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
................................................................................................................................................................................................. 442
SECTION IX – OTHER INFORMATION ......................................................................................................................... 464
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 464
DECLARATION .............................................................................................................................................................. 467SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless otherwise specified or the context
otherwise indicates, requires or implies, shall have the meanings as provided below. References to any legislation, act,
regulation, rule, guideline, policy, circular, notification, direction or clarification shall be deemed to include all amendments,
supplements, re-enactments and modifications thereto, from time to time, and any reference to a statutory provision shall
include any subordinate legislation made from time to time thereunder.
The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as assigned
to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the Securities
Contract Regulation Act, the Depositories Act and the rules and regulations made thereunder, as applicable. Further, the Offer
related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under
the General Information Document in case of any inconsistency between the definitions given below and the definitions
contained in the General Information Document, the definitions given below shall prevail.
Notwithstanding the foregoing, the terms used in “Summary of Financial Information”, “Objects of the Offer”, “Basis for
Offer Price”, “Statement of Possible Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History
and Certain Corporate Matters”, “Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material
Developments”, “Other Regulatory and Statutory Disclosures”, and “Description of Equity Shares and Terms of Articles of
Association” on pages 76, 104, 113, 122, 134, 238, 247, 284, 348, 377, 397, and 442 respectively, shall have the respective
meanings ascribed to them in the relevant sections.
In case of any inconsistency between the definitions given below and the definitions contained in the General Information
Document (as defined below), the definitions given below shall prevail.
General Terms
Term Description
“Eldorado Agritech Limited”, Eldorado Agritech Limited, a public limited Company incorporated under the Companies Act, 1956
“Eldorado”, “our Company”, “the and having its Registered and Corporate Office at Shed-2, Plot No. A11 & A12/1 IDA Nacharam,
Company”, the “Issuer” Medchal, Hyderabad – 500076 Telangana, India.
“we”, “us” or “our” Unless the context otherwise indicates or implies or refers to our Company together with our
Material Subsidiary, on a consolidated basis.
Company Related Terms
Term Description
“AoA”/ “Articles of Association or The articles of association of our Company, as amended.
Articles”
Audit Committee The audit committee of our Board, constituted in accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations, and as described in “Our Management –
Committees of our Board” on page 265.
“Auditors”/ “Statutory Auditors” The statutory auditors of our Company, currently being Sarath & Associates, Chartered Accountants.
“Board”/ “Board of Directors” Board of directors of our Company, as described in “Our Management – Board of Directors”, on
page 259.
Chairman and Managing Director The Chairman and Managing Director of our Company, Dr. Srinivasa Rao Linga. For details, see
“Our Management – Board of Directors” on page 259.
“Chief Financial Officer”/ “CFO” Chief financial officer of our Company, J Sanjeev. For details, see “Our Management” on page 259.
Company Secretary, Compliance Company secretary, compliance officer and legal head of our Company, Syed Wasim. For details,
Officer and Legal Head see “Our Management” on page 259.
Cob-Drying Unit (Bandamailaram) Our unit located at Plot No. 75 & 86 at Agro Processing Park, Bandlamailaram (V), Mulugu(M),
Siddipet District, Telangana, India.
Crop Care Products Manufacturing Our Subsidiary’s facility located at Shed-1, Plot No. A11 & A12/1, IDA Nacharam, Medchal,
Facility (IDA Nacharam) Hyderabad – 500076, Telangana, India.
“CSR Committee”/ “Corporate Corporate social responsibility committee of our Board, constituted in accordance with the
Social Responsibility Committee” applicable provisions of the Companies Act, 2013, and as described in “Our Management –
Committees of our Board” on page 265.
Director(s) Directors on the Board as described in “Our Management – Board of Directors”, on page 259.
EAL Facility (IDA Nacharam) Our facility located at Shed-2, Plot No. A11 & A12/1, IDA Nacharam, Medchal, Hyderabad –
500076, Telangana, India.
ESOP Plan 2025 Eldorado Employee Stock Option Plan – 2025.
Equity Shares The equity shares of our Company of face value of ₹ 2 each.
“Equity Shareholders”/ The holders of Equity Shares of our Company from time to time.
“Shareholders”
1Term Description
Executive Director(s) Executive director(s) on our Board, as described in “Our Management – Board of Directors”, on
page 259.
F&S Report The report titled “Independent Market Report for Seeds and Crop Care Industry” dated September
2, 2025 prepared and issued by Frost and Sullivan, commissioned by and paid for by our Company,
pursuant to an engagement letter with Frost and Sullivan dated February 26, 2025, exclusively for
the purposes of the Offer.
“Frost & Sullivan” / “F&S” Frost & Sullivan (India) Private Limited.
Group Companies Our group companies, as disclosed in section “Our Group Companies” on page 395.
Independent Directors Independent directors on our Board, as described in “Our Management – Board of Directors” on
page 259.
IPO Committee The IPO committee of our Company, described in “Our Management – Committees of our Board”
on page 265.
In-house R&D Unit of Crop Care Our Subsidiary’s R&D laboratory located at Shed-2, Plot No. A11 & A12/1, IDA Nacharam,
Products Medchal, Hyderabad – 500076, Telangana, India.
In-house R&D Unit of Seeds Our R&D laboratory located at Shed-2, Plot No. A11 & A12/1, IDA Nacharam, Medchal, Hyderabad
– 500076, Telangana, India.
“KMP”/ “Key Managerial Personnel” Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI
ICDR Regulations and as disclosed in “Our Management – Key Managerial Personnel and Senior
Management – Key Managerial Personnel” on page 276.
Managing Director The Managing Director of our Company, Usha Rani Papineni. For details, see “Our Management –
Board of Directors” on page 259.
“Material Subsidiary”/ “Subsidiary” / Srikar Biotech Private Limited.
“Wholly Owned Subsidiary”
Materiality Policy The policy adopted by our Board of Directors on August 26, 2025, for identification of material: (a)
outstanding litigation proceedings; (b) Group Companies; and (c) creditors, pursuant to the
requirements of the SEBI ICDR Regulations and for the purposes of disclosure in this Draft Red
Herring Prospectus, the Red Herring Prospectus and Prospectus.
“MoA”/ “Memorandum of The memorandum of association of our Company, as amended.
Association”
Nomination and Remuneration Nomination and remuneration committee of our Board, constituted in accordance with the applicable
Committee provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as described in “Our
Management – Committees of our Board” on page 265.
Promoters The promoters of our Company, Dr. Srinivasa Rao Linga and Usha Rani Papineni. For details, see
“Our Promoters and Promoter Group – Our Promoters” on page 279.
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter Group –
Promoter Group” on page 281.
Promoter Selling Shareholders Dr. Srinivasa Rao Linga and Usha Rani Papineni.
Registered and Corporate Office The registered and corporate office of our Company, situated at Shed-2, Plot No. A11 & A12/1 IDA
Nacharam, Medchal Hyderabad – 500076 Telangana, India.
Restated Consolidated Financial The restated consolidated financial information of the Company and its Subsidiary (“Group”)
Information comprise the restated consolidated statement of assets and liabilities as at March 31, 2025, March
31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including Other
Comprehensive Income), and the restated consolidated statement of cash flows restated consolidated
statement of changes in equity and the for the period/ years ended March 31, 2025, March 31, 2024
and March 31, 2023, the summary of material accounting policies and explanatory notes.
These restated consolidated financial Information have been prepared by the management as
required under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended issued by the Securities and Exchange Board of India,
in pursuance of the Securities and Exchange Board of India Act, 1992, for the purpose of inclusion
in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus, to be filed by the
company with the Registrar of Companies, Telangana at Hyderabad, SEBI, National Stock Exchange
of India Limited and BSE Limited in connection with the proposed initial public offering of Equity
Shares of face value of ₹ 2 each of the Company comprising a fresh issue of equity shares and an
offer for sale of equity shares held by the Promoter Selling Shareholders, prepared by the Company
in terms of the requirements of:
i. Section 26 of Part I of Chapter III of the Companies Act, 2013;
ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as amended;
iii. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India (ICAI); and
iv. E-mail dated October 28, 2021 from the Securities and Exchange Board of India to the
Association of Investment Bankers of India, instructing lead managers to ensure that companies
provide consolidated financial statements prepared in accordance with Indian Accounting
Standards for all the relevant periods mentioned.
2Term Description
The restated consolidated financial information of the Group have been prepared to comply in all
material respects with the Indian Accounting Standards as prescribed 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 as applicable to the consolidated financial statements and other relevant
provisions of the Companies Act, 2013.
Risk Management Committee The risk management committee of our Company, described in “Our Management – Committees of
our Board” on page 265.
“RoC”/ “Registrar of Companies” The Registrar of Companies, Telangana at Hyderabad.
SBPL Facility (Nacharam) Our Subsidiary’s facility located at Plot No.10/4, Sy. No. 68, IDA Nacharam, Nacharam, Uppal,
Medchal, Malkajgiri – 500076, Telangana, India.
Seed Processing Facility (Mallapur) Our facility located at Sy.No: 162/1, Mallapur, under GHMC, Kapra Circle, Uppal Mandal,
Medchal-Malkajgiri, Hyderabad East, Telangana, India.
“Senior Management”/ “SMPs” Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations and as further described in “Our Management – Key Managerial Personnel and Senior
Management – Senior Management” on page 276.
Shareholder(s) Shareholders of our Company, from time to time.
Stakeholders Relationship Stakeholders’ relationship committee of our Board, constituted in accordance with the applicable
Committee provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as described in “Our
Management – Committees of our Board” on page 265.
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of registration
of the Bid cum Application Form.
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus as may
be specified by the SEBI in this behalf.
“Allot”/ “Allotment”/ “Allotted” Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Fresh Issue
and transfer of the Offered Shares by the Promoter Selling Shareholders pursuant to the Offer for
Sale to successful Bidders.
Allotment Advice Note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be
allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anand Rathi Anand Rathi Advisors Limited.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has
bid for an amount of at least ₹ 100.00 million.
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Herring
Prospectus and Prospectus, which will be decided by our Company, in consultation with the BRLMs
during the Anchor Investor Bidding Date.
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of the Red Herring Prospectus
and Prospectus.
Anchor Investor Bidding Date The day, being 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 BRLMs 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 issued and Allotted to Anchor Investors in terms
of the Red Herring Prospectus and the Prospectus, which will be a price 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 Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation with the
BRLMs, to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR
Regulations, one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price in accordance with the SEBI ICDR Regulations.
Anchor Investor Pay-In Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event
the Anchor Investor Allocation Price is lower than the Offer Price, not later than two Working Days
after the Bid/Offer Closing Date.
“Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid and to
Amount”/ “ASBA” authorise an SCSB to block the Bid Amount in the relevant ASBA Account and will include
applications made by UPI Bidders using the UPI Mechanism where the Bid Amount will be blocked
upon acceptance of the UPI Mandate Request by UPI Bidders using the UPI Mechanism.
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA Form
submitted by such ASBA Bidder in which funds will be blocked by such SCSB to the extent of the
specified in the ASBA Form submitted by such ASBA Bidder and includes a bank account
3Term Description
maintained by a RII linked to a UPI ID, which will be blocked in relation to a Bid by a RII Bidding
through the UPI Mechanism.
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modification made thereto as permitted
under the SEBI ICDR Regulations.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders 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), Refund Bank(s), Sponsor Bank and Public Offer
Account Bank(s), as the case may be.
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in “Offer Procedure” beginning on page 421.
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bidding Date by an Anchor Investor
pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the
Bid cum Application Form. The term “Bidding” shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the
Bidder and in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number
of Equity Shares Bid for by such RIBs and mentioned in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe, upon
submission of the Bid in the Offer, as applicable.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall
not exceed ₹ 0.50 million (net of employee discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of employee
discount). Only in the event of an under-subscription in the Employee Reservation Portion post the
initial allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 0.20 million
(net of employee discount), subject to the total Allotment to an Eligible Employee not exceeding ₹
0.50 million (net of employee discount). The Eligible Employees applying in the Employee
Reservation Portion can apply at the Cut-off Price and the Bid amount shall be Cap Price net of
Employee Discount, multiplied by the number of Equity Shares Bid for by such Eligible Employee
and mentioned in the Bid cum Application Form.
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.
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 ₹ 2 each and in multiples of [●] Equity Shares of face value of ₹
2 each 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 [●],
an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●]
edition of [●], a Telugu regional daily newspaper (Telugu being the regional language of Hyderabad,
Telangana, where our Registered and Corporate Office is located), each with wide circulation.
Our Company, in consultation with the Book Running Lead Managers may, consider closing the
Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with
the SEBI ICDR Regulations. In case of any revision, the extended Bid/Offer Closing Date shall also
be notified on the websites of the Book Running Lead Managers and at the terminals of the Syndicate
Members and communicated to the Designated Intermediaries and the Sponsor Bank, which 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 published in all editions of [●],
an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●]
edition of [●], a Telugu regional daily newspaper, (Telugu being the regional language of
Hyderabad, Telangana, where our Registered and Corporate Office is located), each with wide
circulation.
“Bid”/ “Offer Period” Except in relation to Bid by Anchor Investors, the period between the Bid/Offer Opening Date and
the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders can submit
their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and in
terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum
of three Working Days for all categories of Bidders, other than Anchor Investors. 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.
4Term Description
In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in
consultation with the BRLMs, 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.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor Investor
and Eligible Employee.
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms to a Registered
Broker, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs.
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of
which the Offer is being made.
Book Running Lead Managers/ The book running lead managers to the Offer, namely, Anand Rathi Advisors Limited and Equirus
BRLMs Capital Private Limited.
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms
to a Registered Broker and details of such Broker Centres, along with the names and contact details
of the Registered Brokers are available on the websites of the respective Stock Exchanges,
www.bseindia.com and www.nseindia.com, as updated from time to time.
“CAN”/ “Confirmation of Allocation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
Note” allocated the Equity Shares, on/after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price
will not be finalised and above which no Bids will be accepted, including any revisions thereof. The
Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor
Price.
Cash Escrow and Sponsor Bank The agreement to be entered into among our Company, the Promoter Selling Shareholders, the
Agreement Registrar to the Offer, the BRLMs, the Syndicate Members and Banker(s) to the Offer in accordance
with the UPI Circulars, for, among other things, the appointment of the Escrow and Sponsor Bank(s),
the collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer
Account(s) and where applicable remitting refunds, if any, to Bidders, on the terms and conditions
thereof.
Client ID Client identification number maintained with one of the Depositories in relation to the Bidder’s
beneficiary account.
Collecting Depository Participant/ A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who
CDP is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI RTA Master
Circular and the UPI Circulars issued by SEBI, and as per the list available on the websites of BSE
and NSE, as updated from time to time.
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price
within the Price Band.
Only Retail Individual Investors and Eligible Employees Bidding in the Employee Reservation
Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Investors are not entitled to Bid at the Cut-off Price.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor
status, occupation and bank account details and UPI ID, where applicable.
Designated Branches Such branches of the SCSBs which will collect the ASBA Forms used by the ASBA Bidders and a
list of which is available on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time,
or any such other website as may be prescribed by the SEBI.
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit the ASBA
Forms. The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com).
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts blocked are
transferred from the ASBA Accounts, as the case may be, to the Public Offer Account or the Refund
Account(s), as appropriate, in terms of the Red Herring Prospectus and the Prospectus, after the
finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange, following
which Equity Shares may be Allotted to successful Bidders in the Offer.
Designated Intermediaries In relation to ASBA Forms submitted by RIIs (not using the UPI Mechanism) authorizing an SCSB
to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIIs (Bidding using the UPI Mechanism) where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by such RII using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub- syndicate, Registered Brokers,
CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIIs with an
application size of more than ₹ 0.50 million (not using the UPI Mechanism), Designated
Intermediaries shall mean SCSBs, Syndicate, sub-syndicate, Registered Brokers, CDPs and RTAs.
5Term Description
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details of
such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept
ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com
and www.nseindia.com) and updated from time to time.
Designated Stock Exchange [●]
“Draft Red Herring Prospectus”/ This draft red herring prospectus dated September 3, 2025 issued in accordance with the SEBI ICDR
“DRHP” Regulations, which does not contain complete particulars of the price at which the Equity Shares
will be Allotted and the size of the Offer including any addenda or corrigenda thereto.
ECPL Equirus Capital Private Limited.
Eligible Employee(s) All or any of the following:
i. a permanent and full-time employee of our Company or of our Subsidiary (excluding such
employees who are not eligible to invest in the Offer under applicable laws), as on the date of
filing of the Red Herring Prospectus with the RoC and who continues to be a permanent and
full-time employee of our Company or of our Subsidiary 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 and Allotment, including an employee of our Company or of our Subsidiary, who
is employed against a regular vacancy but, is on probation as on the date of the submission of
ASBA Form, will also be deemed to be a ‘permanent and full time’ employee of our Company
or of our Subsidiary; or
ii. a Director of our Company or our Subsidiary, whether a whole-time Director or part time
Director, (excluding our Promoter and individual members of the Promoter Group and other
Directors not eligible to invest in the Issue under applicable laws, rules, regulations and
guidelines) as of the date of filing of the Red Herring Prospectus with the RoC and who
continues to be a Director 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 and Allotment.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall
not exceed ₹ 0.50 million (net of employee discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of employee
discount). Only in the event of an under-subscription in the Employee Reservation Portion post the
initial allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 0.20 million
(net of employee discount), subject to the total Allotment to an Eligible Employee not exceeding ₹
0.50 million (net of employee discount). The Eligible Employees applying in the Employee
Reservation Portion can apply at the Cut-off Price and the Bid amount shall be Cap Price net of
Employee Discount, multiplied by the number of Equity Shares Bid for by such Eligible Employee
and mentioned in the Bid cum Application Form.
Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws.
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom the Red Herring Prospectus and the Bid
Cum Application Form constitutes an invitation to subscribe or purchase for the Equity Shares.
Employee Discount Discount of upto [●]% (equivalent to ₹ [●] per Equity Share) to the Offer Price to Eligible
Employees Bidding in the Employee Reservation Portion, as may be decided by our Company in
consultation with the BRLMs and announced at least two Working Days prior to the Bid/Offer
Opening Date.
Employee Reservation Portion The portion of the Offer, being up to [●] Equity Shares of face value of ₹ 2 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.
Further, a discount of up to [●]% to the Offer Price (equivalent of ₹ [●] per Equity Share) may be
offered to Eligible Employees, bidding in the Employee Reservation Portion in accordance with the
SEBI ICDR Regulations and details of which will be announced at least two Working Days prior to
the Bid/Offer Opening Date.
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s)
and in whose favour the Anchor Investors will transfer money through direct
credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid.
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue under the
SEBI BTI Regulations and with whom the Escrow Account(s) will be opened, in this case being [●].
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held
in joint names.
Floor Price The lower end of the Price Band i.e., ₹ [●] per Equity Share, subject to any revision(s) thereto, at or
above which the Offer Price and the Anchor Investor Offer Price will be finalised and below which
no Bids will be accepted.
Fresh Issue Fresh issue of up to [●] Equity Shares of face value of ₹ 2 each by our Company, at ₹ [●] per Equity
Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹ 3,400.00 million by our
Company.
6Term Description
Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as
may be permitted under applicable law, to any person(s), aggregating up to ₹ 650.00 million at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the 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 the Prospectus.
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 accordance
with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, suitably
modified and updated pursuant to, among others, the circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50)
dated March 30, 2020 issued by SEBI and the UPI Circulars, as amended from time to time. The
General Information Document shall be available on the websites of the Stock Exchanges and the
Book Running Lead Managers.
Gross Proceeds The Offer Proceeds from the Fresh Issue, including the proceeds, if any, received pursuant to the
Pre-IPO Placement.
Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to be signed
between our Company and Stock Exchanges.
Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is computed by
dividing the total number of Equity Shares available for Allotment to RIBs by the minimum Bid
Lot, subject to valid Bids being received at or above the Offer Price.
Monitoring Agency [●]
Monitoring Agency Agreement Agreement to be entered between our Company and the Monitoring Agency.
Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹ 2 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 Offer less the Employee Reservation Portion.
Net Proceeds The proceeds from the Fresh Issue less the Offer related expenses applicable to the Fresh Issue. For
further information about use of the Offer Proceeds and the Offer expenses, see “Objects of the Offer
– Utilisation of Net Proceeds” on page 104.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors.
“Non-Institutional Investors”/ “NII’s” All Bidders that are not QIBs or Retail Individual Investors or Eligible Employee Bidding in
Employee Reservation Portion, who have Bid for Equity Shares for an amount more than ₹ 0.20
million (but not including NRIs other than Eligible NRIs).
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer, consisting of [●] Equity Shares
of face value of ₹ 2 each, which shall be available for allocation on a proportionate basis to Non-
Institutional Investors, subject to valid Bids being received at or above the Offer Price, out of which
i) one third shall be reserved for Bidders with Bids exceeding ₹ 0.20 million up to ₹ 1.00 million;
and ii) two-thirds shall be reserved for Bidders with Bids exceeding ₹ 1.00 million, provided that
the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other
sub-category of NIBs 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 The initial public offer of [●] Equity Shares of face value of ₹ 2 each for a cash price of ₹ [●] each
(including a share premium of ₹ [●] each) aggregating up to ₹ 10,000.00 million, comprising of the
Fresh Issue of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 3,400.00 million
and the Offer for Sale up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 6,600.00
million by the Promoter Selling Shareholders.
The Offer, aggregating up to [●] million, comprises a Net Offer to the public of up to [●] Equity
Shares of face value of ₹ 2 and an Employee Reservation Portion of up to [●] Equity Shares of face
value of ₹ 2 for subscription by Eligible Employees.
Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as
may be permitted under applicable law, to any person(s), aggregating up to ₹ 650.00 million at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If
the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be
7Term Description
reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO
Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion
of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Offer or the Offer may be successful and will result into listing of the Equity
Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
Offer Agreement The agreement dated September 3, 2025 amongst our Company, the Promoter Selling Shareholders
and the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer.
Offer for Sale The offer for sale component of the Offer, comprising of an offer for sale of up to [●] Equity Shares
of face value of ₹ 2 each at ₹ [●] per Equity Share aggregating up to ₹ 6,600.00 million by the
Promoter Selling Shareholders.
Offer Price ₹ [●] per Equity Share, being the final price (net of employee discount, if any) within the Price Band,
at which Equity Shares will be Allotted to successful Bidders, other than Anchor Investors. Equity
Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the Red
Herring Prospectus.
The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing
Date, in accordance with the Book Building Process and in terms of the Red Herring Prospectus.
A Discount of [●]% (equivalent to ₹ [●] per Equity Share) to the Offer Price to Eligible Employees
Bidding in the Employee Reservation Portion, as may be decided by our Company in consultation
with the BRLMs and announced at least two Working Days prior to the Bid/Offer Opening Date.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the
Offer for Sale which shall be available to our Promoter Selling Shareholders. For further information
about the use of the Offer Proceeds, see “Objects of the Offer – Utilisation of Net Proceeds”
beginning on page 104.
Offered Shares The Equity Shares being offered by the Promoter Selling Shareholders in the Offer for Sale
comprising of an aggregate of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹
6,600.00 million.
Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as
may be permitted under applicable law, to any person(s), aggregating up to ₹ 650.00 million at its
discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if
undertaken, will be at a price to be decided by our Company, in consultation with the 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 the Prospectus.
Price Band The price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price
of ₹ [●] per Equity Share (Cap Price) including any revisions thereof. The Cap Price shall be at least
105% of the Floor Price and shall not be more than 120% of the Floor Price.
A discount equivalent of upto [●]% on the Offer Price (equivalent of ₹ [●] per Equity Share) may
be offered to Eligible Employees bidding in the Employee Reservation Portion. This Employee
Discount (if any) will be decided by our Company, in consultation with the Book Running Lead
Managers, on the Pricing Date in accordance with the Book Building Process and the Red Herring
Prospectus.
The Price Band, Employee Discount, if any and the minimum Bid Lot size for the Offer will be
decided by our Company in consultation with the Book Running Lead Managers, and will be
advertised, at least two Working Days prior to the Bid/Offer Opening Date, in all editions of [●], an
English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●]
edition of [●], a Telugu regional daily newspaper (Telugu being the regional language of Hyderabad,
Telangana, where our Registered and Corporate Office is located), each with wide circulation and
shall be made available to the Stock Exchanges for the purpose of uploading on their respective
websites.
Pricing Date The date on which our Company in consultation with the BRLMs will finalise the Offer Price.
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and the SEBI
ICDR Regulations containing, inter alia, the Offer Price that is determined at the end of the Book
Building Process, the size of the Offer and certain other information, including any addenda or
corrigenda thereto.
8Term Description
Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3) of the
Companies Act, 2013, to receive monies from the Escrow Account(s) and ASBA Accounts on the
Designated Date.
Public Offer Account Bank(s) The bank(s) which is a clearing member and registered with SEBI as a banker to an issue with which
the Public Offer Account(s) is opened for collection of Bid Amounts from Escrow Account(s) and
ASBA Accounts on the Designated Date, in this case being [●].
“QIB Category”/ “QIB Portion” The portion of the Net Offer (including the Anchor Investor Portion) being not more than 50% of
the Net Offer, consisting of [●] Equity Shares of face value of ₹ 2 each aggregating to ₹ [●] million
which shall be Allotted to QIBs (including Anchor Investors) on a proportionate basis, including the
Anchor Investor Portion (in which allocation shall be on a discretionary basis, as determined by our
Company in consultation with the BRLMs), subject to valid Bids being received at or above the
Offer Price.
“Qualified Institutional Buyers”/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations.
“QIBs”/ “QIB Bidders”
“Red Herring Prospectus”/ “RHP” The red herring prospectus to be issued in accordance with Section 32 of the Companies Act, 2013
and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the
price at which the Equity Shares will be offered and the size of the Offer including any addenda or
corrigenda thereto.
The Bid/Offer Opening Date shall be at least three Working Days after the registration of Red
Herring Prospectus with the RoC. The Red Herring Prospectus will become the Prospectus upon
filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto.
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole or part of
the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case being [●].
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers and Sub-Brokers) Regulations, 1992, as amended and the Stock Exchanges having
nationwide terminals, other than the Members of the Syndicate and eligible to procure Bids in terms
of SEBI ICDR Master Circular issued by SEBI.
Registrar Agreement The agreement dated September 3, 2025 among our Company, the Promoter 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”/ “Registrar” Bigshare Services Private Limited.
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant
Agents”/ “RTAs” Bidders at the Designated RTA Locations as per the list available on the websites of BSE and NSE,
and the UPI Circulars.
“Retail Individual Investors(s)”/ Bidders other than Eligible Employees Bidding in the Employee Reservation Portion whose Bid
“RII(s)” Amount for Equity Shares in the Offer is not more than ₹0.20 million in any of the bidding options
in the Offer (including HUFs applying through their karta and Eligible NRIs and does not include
NRIs other than Eligible NRIs).
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity Shares of face
value of ₹ 2 each aggregating to ₹ [●] million, which 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.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s) as applicable, QIB Bidders and Non-
Institutional Investors are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. Retail Individual Investors and Eligible Employees Biding
in the Employees Reservation Portion can revise their Bids during the Bid/Offer Period and
withdraw their Bids until Bid/Offer Closing Date.
SCORES Securities and Exchange Board of India Complaints Redress System.
“Self-Certified Syndicate Bank(s)”/ The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using the UPI
“SCSB(s)” Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 4 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 5, as
applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation
to ASBA (using the UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 0, or
such other website as may be prescribed by SEBI 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&intmId=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
9Term Description
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time. In accordance with SEBI RTA Master Circular, UPI Bidders Bidding
using the UPI Mechanism may apply through the SCSBs and mobile applications whose names
appears on the website of the SEBI. A list of SCSBs and mobile applications, which, are live for
applying in public issues using UPI Mechanism as provided as ‘Annexure A’ to the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 0) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 3)
respectively, as updated from time to time.
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, [●].
Share Escrow Agreement Agreement to be entered into amongst the Promoter Selling Shareholders, our Company and the
Share Escrow Agent in connection with the transfer of Offered Shares and credit of such Equity
Shares to the demat account of the Allottees.
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which will
be included in the Bid cum Application Form.
Specified Securities Equity Shares and/or convertible securities of our Company, including but not limited to convertible
debentures and/or convertible preference shares.
Sponsor Bank(s) The Banker to the Offer registered with SEBI, which has been appointed by our Company to act as
a conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate Request and/or
payment instructions of the RIIs using the UPI and carry out other responsibilities, in terms of the
UPI Circulars, in this case being [●].
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Syndicate Agreement Agreement to be entered into among our Company, the Promoter Selling Shareholders, the BRLMs,
the Syndicate Members and the Registrar in relation to collection of Bid cum Application Forms by
Syndicate.
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids,
applications and place order with respect to the Offer and carry out activities as an underwriter,
namely, [●].
“Syndicate”/ “Members of the Together, the BRLMs and the Syndicate Members.
Syndicate”
Systemically Important Non-Banking Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
Financial Company SEBI ICDR Regulations.
Underwriters [●]
Underwriting Agreement The agreement among the Underwriters, our Company and the Promoter Selling Shareholders to be
entered into on or after the Pricing Date, but prior to 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 Investors, and(iii) Eligible Employees who applied in the Employee
Reservation Portion and with an application size of up to ₹ 0.50 million (net of Employee Discount,
if any) in the Non-Institutional bidding under the UPI Mechanism through ASBA Form(s) submitted
with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and
Share Transfer Agents.
Pursuant to the SEBI ICDR Master Circular, all individual investors applying in public issues where
the application amount is up to ₹ 0.50 million are required to use UPI Mechanism and are required
to 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 The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 , SEBI master
circular bearing SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 (to the extent
applicable), SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11,
2024, SEBI RTA Master Circular (to the extent it pertains to UPI), along with the circulars issued
by the National Stock Exchange of India Limited having reference no. 23/2022 dated July 22, 2022
and reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having
reference no. 20220722-30 dated July 22, 2022 reference no. 20220803-40 dated August 3, 2022
and any subsequent circulars or notifications issued by SEBI or the Stock Exchanges in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment system
developed by the NPCI.
UPI Mandate Request A request (intimating the Retail Individual Investor, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of an SMS directing
the Retail Individual Investor to such UPI linked mobile application) to the Retail Individual
Investor using the UPI Mechanism initiated by the Sponsor Bank to authorize blocking of funds
equivalent to the Bid Amount in the relevant ASBA Account through the UPI linked mobile
application, and the subsequent debit of funds in case of Allotment.
10Term Description
UPI Mechanism The Bidding mechanism that may be used by Retail Individual Investors to make Bids in the Offer
in accordance with UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
Working Day All days on which commercial banks in Mumbai, India are open for business, provided however,
for the purpose of announcement of the Price Band and the Bid/Offer Period, “Working Day” shall
mean all days, excluding all Saturdays, Sundays and public holidays on which commercial banks in
Mumbai, India are open for business and the time period between the Bid/Offer Closing Date and
listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of
the Stock Exchanges excluding Sundays and bank holidays in India in accordance with circulars
issued by SEBI.
Conventional and General Terms and Abbreviations
Term Description
A/c Account.
AGM Annual general meeting.
AIFs Alternative investment funds as defined in and registered under the SEBI AIF Regulations.
Air Act Air (Prevention and Control of Pollution) Act, 1981.
Air Rules Air (Prevention and Control Pollution) Rules 1994.
“AS”/ “Accounting Standards” Accounting Standards as issued by the Institute of Chartered Accountants of India.
ASBA Application Supported by Blocked Amount.
Authorised Dealers Authorised Dealers registered with RBI under the Foreign Exchange Management (Foreign
Currency Accounts) Regulation, 2000.
AY Assessment Years.
BIFR Board of Industrial and Financial Reconstruction.
BIS Act The Bureau of Indian Standards Act, 2016.
Boilers Act The Boilers Act, 2025.
Boilers Regulations Indian Boiler Regulations, 1950.
Bn Billion.
BSE BSE Limited.
CAGR Compounded Annual Growth Rate.
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve month period ending December 31.
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations.
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations.
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations.
CDSL Central Depository Services (India) Limited.
Chemical Accidents Rules The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996.
CIBRC The Central Insecticides Board and Registration Committee.
CIN Corporate Identification Number.
CLRA Act Contract Labour (Regulation and Abolition) Act, 1970.
COPRA The Consumer Protection Act, 2019.
Companies Act, 1956 The erstwhile Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires.
“Companies Act, 2013”/ “Companies The Companies Act, 2013 and the rules, regulations, notifications, modifications and clarifications
Act” thereunder.
Copyright Act The Copyright Act, 1957.
COVID-19 A public health emergency of international concern as declared by the World Health Organization
on January 30, 2020, and a pandemic on March 11, 2020.
CSR Corporate Social Responsibility.
Demat Dematerialised.
Depositories Act Depositories Act, 1996.
Depository or Depositories NSDL and CDSL.
DGFT The Director General of Foreign Trade, Ministry of Commerce.
DIN Director Identification Number.
DP ID Depository Participant’s Identification Number.
“DP”/ “Depository Participant” A depository participant as defined under the Depositories Act.
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry
E-Commerce Entities Entities which own, operate, or manage digital or electronic facility or platform for electronic
commerce.
E-Commerce Rules The Consumer Protection (E-Commerce) Rules, 2020.
E-Waste Rules E-Waste (Management) Rules, 2022.
EBITDA Earnings before interest, tax, depreciation and amortisation.
EGM Extraordinary general meeting.
11Term Description
EMIs Equated Monthly Instalments.
EPA The Environment Protection Act, 1986.
EPS Earnings per share.
EPF Act The Employees' Provident Funds and Miscellaneous Provisions Act, 1952.
ESIC Act The Employees' State Insurance Act, 1948.
Factories Act The Factories Act, 1948.
FDI Foreign direct investment.
FDI Policy the Consolidated FDI Policy (effective from October 15, 2020) issued by the Department for
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India
(earlier known as the Department of Industrial Policy and Promotion).
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder
FEMA Rules Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
“Fertilizer Order” / “FCO” The Fertilizer (Inorganic, Organic or Mixed) (Control) Order, 1985.
“Financial Year”/ Fiscal/ “FY”/ Period of twelve months ending on March 31 of that particular year, unless stated otherwise.
“F.Y.”
FM Order Fertiliser (Movement Control) Order, 1973.
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations.
FTA The Foreign Trade (Development and Regulation) Act, 1992.
FVCI Foreign Venture Capital Investors as defined under SEBI FVCI Regulations.
GDP Gross domestic product.
GoI Government of India.
GST Goods and services tax.
HNI High net worth individuals.
Hazardous Chemical Rules Manufacture, Storage and Import of Hazardous Chemical Rules, 1989.
Hazardous Waste Rules Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016.
HUF Hindu undivided family.
IEC Importer-exporter code number.
Income Tax Act The Income Tax Act, 1961.
IT Information technology.
IT Act The Information Technology Act, 2000.
KPIs Key Performance Indicators.
KPI Circular The circular issued by SEBI with reference no. SEBI/HO/CFD/CFD-PoD2/P/CIR/2025/28 dated
February 28, 2025.
ICAI The Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act and referred to
in the Ind AS Rules.
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015.
Insecticides Act The Insecticides Act, 1968.
Insecticides Rules The Insecticides Rules, 1971.
IPO Initial public offer.
IRDAI Insurance Regulatory Development Authority of India.
IRDAI AFI Regulations IRDAI (Actuarial Finance and Investment) Regulations, 2024
Legal Metrology Act The Legal Metrology Act, 2009.
MCA Ministry of Corporate Affairs, Government of India.
“Mn”/ “mn” Million.
MNC Multinational Company.
“N.A.”/ “NA” Not applicable.
NACH National Automated Clearing House.
NAV Net asset value.
NEFT National electronic fund transfer.
NFE Net foreign exchange.
Non-Resident A person resident outside India, as defined under FEMA.
NPCI National payments corporation of India.
NRE Account Non-resident external account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016.
“NRI”/ “Non-Resident Indian” A person resident outside India who is a citizen of India as defined under the Foreign Exchange
Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’ cardholder within the
meaning of section 7(A) of the Citizenship Act, 1955.
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
“OCB”/ “Overseas Corporate Body” A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts in which not less than 60% of the beneficial interest
is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003,
12Term Description
and immediately before such date had taken benefits under the general permission granted to OCBs
under the FEMA. OCBs are not allowed to invest in the Offer.
P/E Ratio Price/earnings ratio.
Patents Act The Patents Act, 1970.
PAN Permanent account number allotted under the I.T. Act.
Pesticides Management Bill The Pesticides Management Bill, 2020.
Petroleum Act The Petroleum Act, 1934.
Public Liability Act The Public Liability Insurance Act, 1991.
R&D Research and development.
RBI Reserve Bank of India.
Regulation S Regulation S under the Securities Act.
RONW Return on net worth.
“Rs.”/ “Rupees”/ “₹”/ “INR” Indian Rupees.
RTGS Real time gross settlement.
SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
SEBI ICDR Master Circular SEBI master circular bearing reference 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 Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
SEBI Mutual Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
SEBI RTA Master Circular SEBI master circular bearing SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025.
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
pursuant to SEBI AIF Regulations.
Seeds Order The Seeds (Control) Order, 1983.
State Government Government of a State of India STT Securities Transaction Tax.
“Systematically Important Non- Systematically important non-banking financial company as defined under Regulation 2(1)(iii) of
Banking Financial Company”/ the SEBI ICDR Regulations.
“NBFC-SI”
TAN Tax Deduction Account Number.
TIN Taxpayers Identification Number.
Trademarks Act The Trademark Act, 1999.
US GAAP Generally Accepted Accounting Principles in the United States of America.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
“USA”/ “U.S.”/ “US” The United States of America.
“USD” / “US$” United States Dollars.
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF Regulations.
Water Act Water (Prevention and Control of Pollution) Act, 1974.
Water Rules Water (Prevention and Control Pollution) Rules 1994.
“Wilful Defaulter”/ “Fraudulent Wilful Defaulter or Fraudulent Borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower” Regulations.
WDV Written Down Value.
YoY Year on Year.
Technical/ Industry and business-related terms
Term(s) Description
Abiotic Stress Non-living factors (such as drought, temperature) that negatively impact crop growth and yield.
Advanced Hybrid Trial A testing stage in varietal/hybrid development indicating advanced field trials for hybrids.
Advanced Varietal Trial A testing stage in variety development, denoting advanced field trials for OPVs or varieties.
Agrochemicals Chemical products used in agriculture to enhance crop productivity and protect crops from pests. This
term includes fertilizers, pesticides (such as insecticides, herbicides, and fungicides), and other
13Term(s) Description
chemical agents applied to agricultural crops or soil to improve yield quality, prevent or control pests
or support plant health.
AI Active Ingredient
AI Artificial Intelligence
APAC Asia Pacific
APEDA Agricultural and Processed Food Products Export Development Authority
APIs Active Pharmaceutical Ingredients
APMC Agriculture Produce Marketing Committee
Bio-stimulant Bio-stimulant means a substance or microorganism or a combination of both whose primary function
when applied to plants, seeds or rhizosphere is to stimulate physiological processes in plants and to
enhance its nutrient uptake, growth, yield, nutrition efficiency, crop quality and tolerance to stress,
regardless of its nutrient content.
Biotic Stress Living stress factors (such as pests, diseases) that negatively impact crop growth and yield.
BPH Brown Planthopper
Bt cotton Bacillus thuringiensis cotton.
B-to-B Business to Business.
C&F Carrying and Forwarding.
CAGR Compound Annual Growth Rate
CAPEX Capital Expenditure
CBBOs Cluster Based Business Organizations
Chelated Micronutrients Micronutrient fertilizers where essential nutrients are bound to chelating agents, increasing absorption
by plants.
CIB Central Insecticides Board.
CIBRC Central Insecticides Board & Registration Committee.
CPC Clean Plant Centres
CPP Clean Plant Programme
CSR Corporate Social Responsibility.
CSS Central Sector Scheme
D/E Debt to Equity Ratio
DARE Department of Agricultural Research and Education
Demo Demonstration.
DH Doubled Haploid
DSIR Department of Scientific and Industrial Research.
DSR Direct Seeded Paddy
DUS Distinct, Uniform, and Stable
EBITDA EBITDA is calculated as Profit before tax and exceptional items plus (i) finance costs and (ii)
depreciation and amortization expenses, less (i) other income
EC Emulsifiable Concentrates
e-NAM National Agriculture Market
F1 First-generation
FAO Food and Agriculture Organization.
Formulations Products composed of ‘active ingredients’, chemical compounds in a product responsible for achieving
the desired effects on the target pests, weeds, or plant diseases and ‘additives’ which improve the
product's performance, stability, and ease of use, in definite proportion obtaining well-defined target
properties.
FPOs Farmer Producer Organizations
FSSAI Food Safety and Standards Authority of India.
Fungicides Products used to prevent fungal attacks on crops or eliminate parasitic fungi or fungal spores and to
protect the crops against diseases caused by pathogenic organisms. They are used in agriculture to
protect crops from fungal diseases, and can also be used in non-agricultural settings to control fungi on
surfaces or in buildings.
FY Fiscal Year
G X E interaction Genotype X Environment interaction which denotes the response of different genotypes to
environmental variation
GDP Gross Domestic Product.
Germplasm The living genetic resources (seeds or tissue) used for breeding, preservation, and research of crop
varieties.
GFSI Global Food Security Index
GM Genetically Modified.
GMO Genetically Modified Organism
GST Goods and Services Tax
GVA Gross Value Added
HDPS High Density Planting System
Herbicides Products used to effectively eliminate weeds and reduce the need for mechanical and manual weeding.
They are primarily used in agriculture to protect crops from weeds but can also be used in non-
agricultural settings to control weeds in gardens and other areas.
14Term(s) Description
HA Hectares.
HHPs Highly Hazardous Pesticides
IAP Index for Agricultural Production
IAs Implementing Agencies
ICAR Indian Council for Agricultural Research
IDA Industrial Development Area.
IFRS International Financial Reporting Standards.
IMD Indian Meteorological Department.
IMF International Monetary Fund.
IND AS Indian Accounting Standards.
Initial Hybrid Trial Initial Hybrid Trial is the initial testing stage in varietal/hybrid development which evaluates the
performance of new hybrid (F1) lines against standard checks
Initial Varietal Trial Initial Varietal Trial is the initial testing stage in varietal development which evaluates the performance
of new candidate OPVs or varieties against standard checks.
Insecticides Products that enable the protection of crops from insects by either preventing an attack or destroying
the insects. Insecticides are primarily used in agriculture to protect crops from insects pests, but can
also be used in non-agricultural settings to control insect populations or prevent the spread of diseases
transmitted by insects.
IoT / IoTs Internet of Things
IP Intellectual Property
IPM Integrated Pest Management
ISO International Organization for Standardization.
ISS Interest Subvention Scheme
IVR Interactive Voice Response.
KCC Kisan Credit Card
Kharif One of the two main cropping seasons in India, typically June–October, dependent on the monsoon
KPI Key Performance Indicator.
KVKs Krishi Vigyan Kendras
LATAM Latin America
M&A Mergers and Acquisitions
MIDH Mission for Integrated Development of Horticulture
MIF Micro Irrigation Fund
MIS-PSS Market Intervention Scheme and Price Support Scheme
MISS Modified Interest Subvention Scheme
ML Machine Learning
MLT Multi location trials.
MMT Million Metric Tonnes
MNC Multinational Corporation.
MoA & FW Ministry of Agriculture & Farmers Welfare
MOSPI Ministry of Statistics and Programme Implementation
MPC Monetary Policy Committee.
MRLs Maximum Residue Limits
MT Metric Tons.
MTPA Million Tonnes Per Annum.
NABARD National Bank for Agriculture and Rural Development
NABL National Accreditation Board for Testing and Calibration Laboratories.
NFSM National Food Security Mission
NMNF National Mission on Natural Farming
Non-GAAP Non-Generally Accepted Accounting Principles.
NPSS National Pest Surveillance System
NPV Nucleopolyhedrovirus
OD Oil Dispersion
OECD Organisation for Economic Co-operation and Development
OPV Open-pollinated variety.
PAT Profit After Tax.
PDMC Per Drop More Crop
PGRs Plant Growth Regulators.
PHM Post-Harvest Management
PKVY Paramparagat Krishi Vikas Yojana
Plant Growth Regulators Chemicals used to regulate the development of crops which helps in increasing the crop yield and
improving its quality.
PM-CARES Fund Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund.
PMFAI Pesticides Manufacturers & Formulators Association of India
PMFBY Pradhan Mantri Fasal Bima Yojana
PVC Polyvinyl Chloride.
15Term(s) Description
PVP Plant Variety Protection
QTL Quantitative Trait Locus
R&D Research and Development.
Rabi One of two main Indian cropping seasons (typically November–April).
RBI Reserve Bank of India
RKVY Rashtriya Krishi Vikas Yojana
RMC Regulated Marketing Committee
ROCE Return on Capital Employed
ROE Return on Equity
SAP Systems, Applications and Products.
SC Suspension Concentrates
SFAC Small Farmers Agribusiness Consortium
SHC Soil Health Card
SMPP Sub-Mission on Plant Protection and Plant Quarantine
SMSP Sub-Mission on Seed and Planting Material
Speciality Fertilizers Enhanced or custom-formulated fertilizers, including water-soluble, micronutrient, or slow/controlled-
release fertilizers for targeted crop nutrition.
SRR Seed Replacement Rate
SSR Simple Sequence Repeats.
Technicals Concentrated form of the ‘active ingredients’ which are processed with other ingredients to develop
formulations.
TPH Tons Per Hour.
TREA Thailand Rice Exporters Association
TSIIC Telangana State Industrial Infrastructure Corporation
UTs Union Territories
VCU Value for Cultivation and Use
WDG Water-Dispersible Granules
WEO World Economic Outlook
YOE Year of Establishment
Key Performance Indicators
Term(s) Description
Financial KPIs
Revenue from operations Revenue from operations helps management track business income and assess our Company’s overall
financial performance and scale
PAT Tracks profitability after tax, helping management assess revenue efficiency and operational cost
management.
R&D expenses Represents the expenditure spent by company for its research and development on new product
developments
Growth in Revenue from operations Growth in Revenue from Operations refers to the percentage increase/decrease in a company’s revenue
over a given period.
Revenue from Seeds segment (%) Revenue from operations from seeds segment as a % of Revenue from operations helps in ascertaining
the contribution from the seed segment
Revenue from Crop care segment Revenue from operations from crop care segment as a % of Revenue from operations helps in
(%) ascertaining the contribution from the crop care segment
Average Revenue per dealer Average Revenue per dealer provides a clear benchmark for evaluating dealer performance and
guiding decisions on network optimization and growth
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin EBITDA margin is an indicator of the operational profitability and financial performance of the
business.
Profit after tax Margin PAT margin indicates net profitability, used to evaluate overall financial efficiency and communicate
performance to investors.
Return on capital employed Return on capital employed measures the efficiency with which it utilizes its capital to generate profits.
Return on Equity Return on Equity measures how much profit a company generates with the money shareholders have
invested.
R&D expenses as a % of revenue Represents the portion of the company’s revenue that is invested in research and development
activities for new product developments.
Revenue from products launched in Represents the contribution of newly launched seed products (within the last 3 years) to the company’s
the last 3 years (seeds) as a % of overall revenue.
revenue from operations
Revenue from products launched in Represents the contribution of newly launched crop care products (within the last 3 years) to the
the last 3 years (crop care) as a % of company’s overall revenue.
revenue from operations
Debt to Equity Ratio Debt to Equity ratio is used to measure the financial leverage of the Company
16Inventory Turnover Ratio Inventory Turnover ratio measures how efficiently a company manages its inventory and how many
times the inventory is sold and replaced during a given period/ year. It reflects the operational
efficiency of inventory management.
Working Capital Days Working capital days indicates the working capital requirements of our Company in relation to
revenue generated from operations.
Fixed assets turnover Ratio Fixed Assets Turnover Ratio evaluates how effectively fixed assets generate revenue, critical for
capital-intensive industries.
Operational KPIs
Number of New products launched Number of new products introduced in a specific period, indicating innovation and product
(seeds) development activity in the Seed segment.
Number of New products launched Number of new products introduced in a specific period, indicating innovation and product
(crop care) development activity in the crop care segment.
Number of Dealers and distributors Total number of dealers and distributors refers to the total count of dealers and distributors at the end
of the fiscal year
States presence Represents the number of states where the company operates or has a market presence, indicating the
geographic reach and market coverage of the business.
17OFFER DOCUMENT SUMMARY
The following is a general summary of certain disclosures and terms of the Offer included in this Draft Red Herring Prospectus
and is neither exhaustive, nor purports to contain a summary of all the disclosures in this Draft Red Herring Prospectus or the
Red Herring Prospectus or the Prospectus when filed, or all details relevant to prospective investors. This summary should be
read in conjunction with, and is qualified in its entirety by, the detailed information appearing elsewhere in this Draft Red
Herring Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry
Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Financial Information”, “Outstanding Litigation and
Material Developments”, “Offer Procedure” and “Description of Equity Shares and Terms of the Articles of Association” on
pages 33, 74, 90, 104, 134, 203, 279, 284, 377, 421 and 442, respectively.
Summary of the primary business of our Company
We are an integrated agro-sciences company, providing customers with comprehensive ‘seed to harvest’ solutions, engaged in
R&D, production, processing, marketing and distribution of seeds comprising a wide range of hybrids and open pollinated
varieties. We are also involved in manufacturing, marketing and distribution of bio-stimulants, agrochemicals and speciality
fertilizers aimed at enhancing crop yield, crop protection and plant nutrition efficiency. As per the F&S Report, we are one of
the most diversified agro-sciences companies in India during Fiscals 2023, 2024 and 2025, having product offerings in seeds
and crop care products. As of June 30, 2025, we have a product portfolio of 226 hybrids and OPV seeds for 47 crops, 26 bio-
stimulants, 101 agrochemical products and 19 speciality fertilizers products.
For further details, please see section titled “Our Business – Overview” on page 203.
Summary of the industry in which our Company operates
India is the second largest seed market in Asia Pacific with 15.7% market share of APAC market. The Indian seed market is
valued at USD 3.8 billion in 2024, growing at a CAGR of 6.6% during the period of 2024-2030. It is expected to grow to a
value of USD 5.56 billion by FY2030. The Indian agrochemicals market is one of the largest and fastest growing in the world.
The Indian agrochemicals market is a significant contributor to the global agrochemical industry, valued at approximately $8.2
billion in FY2024. The market is expected to reach $11.3 billion during FY2030, growing with a CAGR of 5.6% during the
forecast period.
For further details, please see section titled “Industry Overview” on page 134.
Name of our Promoters
Our Promoters are Dr. Srinivasa Rao Linga and Usha Rani Papineni. For details, see “Our Promoters and Promoter Group –
Our Promoters” on page 279.
Offer
The details of the Offer are summarised below:
Offer (1) Up to [●] Equity Shares of face value of ₹ 2 each for cash at price of ₹ [●] per Equity Share
(including a share premium of [●] per Equity Share) aggregating up to ₹ 10,000.00 million
of which:
(i) Fresh Issue(1)(4) Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 3,400.00 million
(ii) Offer for Sale(2) Up to [●] Equity Shares of face value of ₹ 2 each by the Promoter Selling Shareholders
aggregating up to ₹ 6,600.00 million
(iii) Employee Reservation Portion(3) Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●] million
Net Offer Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●] million
(1) The Offer has been authorised by a resolution of our Board of Directors at their meeting held on August 18, 2025, and the Fresh Issue has been authorised
by our Shareholders pursuant to a special resolution passed on August 19, 2025.
(2) The Promoter Selling Shareholders confirm that their respective portion of the Offered Shares have been held by them, for a period of at least one year
prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations. The Board of Directors have taken
on record the offer of the Offered Shares in the Offer by way of a resolution dated August 18, 2025. For details, on the authorization of the Promoter
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 74 and 397.
(3) The initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of Employee Discount), however,
an Eligible Employee may submit a Bid for a maximum Bid Amount of ₹ 0.50 million (net of Employee Discount) under the Employee Reservation Portion.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum value of Allotment
made to such Eligible Employees not exceeding ₹ 0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation
Portion (after allocation of up to ₹ 0.50 million as applicable, net of Employee Discount), shall be added to the Net Offer. Further, an 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. The Employee
Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Our Company, in consultation with the BRLMs, may offer a
discount equivalent of ₹ [●] per Equity Share to Eligible Employees bidding in the Employee Reservation Portion which shall be announced two Working
Days prior to the Bid/Offer Opening Date. For further details, see “Offer Structure” on page 417.
18(4) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s),
aggregating up to ₹ 650.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the 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 the Prospectus.
For further details, see “The Offer” and “Offer Structure” on pages 74 and 417, respectively. The Offer shall constitute [●]% of
the post-Offer paid up Equity Share capital of our Company.
Objects of the Offer
The objects for which the Net Proceeds from the Fresh Issue shall be utilised are as follows:
Particulars Estimated amount (₹ in million)(2)
Prepayment or repayment of a portion of certain outstanding borrowings availed by our Company 2,450.00
and its Subsidiary
- Prepayment or repayment of a portion of certain outstanding borrowings availed by our 1,632.00
Company
- Prepayment or repayment of a portion of certain outstanding borrowings availed by the 818.00
Material Subsidiary
General corporate purposes(1) [●]
Total [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate
purposes shall not exceed 25% of the Gross Proceeds. To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing
with the RoC.
(2) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s),
aggregating up to ₹ 650.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the 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 the Prospectus.
For further details, see “Objects of the Offer – Utilisation of Net Proceeds” on page 104.
Aggregate pre-Offer shareholding of our Promoters (also Promoter Selling Shareholders) and members of the Promoter
Group as a percentage of the paid-up Equity Share capital of our Company
The aggregate pre-Offer shareholding of our Promoters (also Promoter Selling Shareholders) and members of our Promoter
Group as a percentage of the pre-Offer paid-up Equity Share capital of our Company is set out below:
Name of the Shareholder Number of Equity Shares Percentage of the pre- Percentage of the post-
of face value of ₹ 2 each Offer paid-up Equity Offer paid-up Equity
held Share capital (%) Share capital (%)^
Promoters (also Promoter Selling Shareholders)
Dr. Srinivasa Rao Linga 84,927,708 61.68 [●]
Usha Rani Papineni 18,151,200 13.18 [●]
Total (A) 103,078,908 74.86 [●]
Promoter Group
Linga Krishna Santosh 13,494,558 9.80 [●]
Linga Manasa Krishna 13,494,558 9.80 [●]
Linga Mallikharjuna Rao 824,652 0.60 [●]
Vijayalakshmi Papineni 2,998,800 2.18 [●]
Subbamma Linga 2,998,764 2.18 [●]
Nelluri Rajyalakshmi 149,952 0.11 [●]
Gonuguntla Rajeswari 149,952 0.11 [●]
Potla Sitaravamma 149,922 0.11 [●]
Total (B) 34,261,158 24.88 [●]
Total (A + B) 137,340,066 99.74 [●]
^ Subject to completion of the Offer and finalization of the basis of allotment
For further details, see “Capital Structure” beginning on page 90.
19Shareholding of Promoters (also the Promoter Selling Shareholders), members of our Promoter Group and additional
top 10 Shareholders of the Company
The shareholding of Promoters (also the Promoter Selling Shareholders), members of our Promoter Group and additional top
10 Shareholders of the Company, is set out below:
S. Pre-Offer shareholding on date of the DRHP^ Post-Offer shareholding as at Allotment#
No. At the lower end of the At the upper end of the
price band (₹[●]) price band (₹[●])
Name of the Number of Equity Percentage of Number of Percentage of Number of Percentage of
Shareholders Shares of face value shareholding Equity shareholding Equity shareholding
of ₹ 2 each (%) Shares of face (%) Shares of face (%)
value of ₹ 2 value of ₹ 2
each each
Promoters (also the Promoter Selling Shareholders)
1. Dr. Srinivasa 84,927,708 61.68 [●] [●] [●] [●]
Rao Linga
2. Usha Rani 18,151,200 13.18 [●] [●] [●] [●]
Papineni
Total (A) 103,078,908 74.86 [●] [●] [●] [●]
Promoter Group
3. Ling a Krishna 13,494,558 9.80 [●] [●] [●] [●]
Santosh
4. Ling a Manasa 13,494,558 9.80 [●] [●] [●] [●]
Krishna
5. Ling a 824,652 0.60 [●] [●] [●] [●]
Mallikharjuna
Rao
6. Vijay alakshmi 2,998,800 2.18 [●] [●] [●] [●]
Papineni
7. Subb amma 2,998,764 2.18 [●] [●] [●] [●]
Linga
8. Nellu ri 149,952 0.11 [●] [●] [●] [●]
Rajyalakshmi
9. Gonu guntla 149,952 0.11 [●] [●] [●] [●]
Rajeswari
10. Potla 149,922 0.11 [●] [●] [●] [●]
Sitaravamma
Total (B) 34,261,158 24.88 [●] [●] [●] [●]
Additional top 10 shareholders
11. Koya Srinivasa 299,898 0.22 [●] [●] [●] [●]
Rao
12. Ling a 59,976 0.04 [●] [●] [●] [●]
Koteswara Rao
13. J San jeev 30 Negligible$ [●] [●] [●] [●]
14. Sreed har 30 Negligible$ [●] [●] [●] [●]
Chadalavada
Total (C) 359,934 0.26 [●] [●] [●] [●]
Total (D=A+B+C) 137,700,000 100.00 [●] [●] [●] [●]
^ To be updated as on the date of the price band advertisement.
* To be filled in at the allotment stage.
$ Less than 0.01%.
Summary of selected Financial Information derived from our Restated Consolidated Financial Information
Summary of selected financial information as set out under the SEBI ICDR Regulations as at and for the fiscals ended March
31, 2025, March 31, 2024, and March 31, 2023, as derived from our Restated Consolidated Financial Information is as follows:
(in ₹ million, except per share data)
Particulars As at and for the As at and for the As at and for the
Fiscal ended March Fiscal ended March Fiscal ended March
31, 2025 31, 2024 31, 2023
Equity Share capital 45.90 45.90 45.90
Net worth(1) 2,501.31 1,778.64 1,291.15
Total Income(2) 4,425.42 3,529.08 2,700.51
Restated profit/(loss) for the period/year 718.60 487.78 293.30
Earnings per share (in ₹/share)
-Basic(3) 5.22 3.54 2.13
20Particulars As at and for the As at and for the As at and for the
Fiscal ended March Fiscal ended March Fiscal ended March
31, 2025 31, 2024 31, 2023
-Diluted(4) 5.22 3.54 2.13
Net asset value per share (in ₹/share)(5) 17.71 12.46 8.92
Total borrowings(6) 2,728.49 1,574.63 1,076.83
Notes:
(1) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and the
debit or credit balance of the profit and loss account, after deducting the aggregate value of accumulated losses, deferred expenditure and miscellaneous
expenditure not written off. It excludes reserves created out of revaluation of assets, write-back of depreciation, and amalgamation, in accordance with
the definition under Regulation 2(1)(hh) of the SEBI ICDR Regulations, and is presented on a restated basis.
(2) Total Income is calculated as the sum of Revenue from Operations and other income.
(3) Basic earnings per share have been calculated in accordance with Ind AS 33 – Earnings Per Share, and are computed by dividing the net profit or loss
attributable to equity shareholders (as restated) by the weighted average number of equity shares outstanding during the relevant year/period.
(4) Diluted earnings per share are computed by dividing the net profit or loss attributable to equity shareholders (as restated) by the weighted average
number of equity shares outstanding during the year/period, as adjusted for the effects of all dilutive potential equity shares, in accordance with Ind AS
33.
(5) Net Asset Value per share is calculated as the Net Worth attributable to equity shareholders (as defined above), divided by the number of equity shares
considered for computing earnings per share (EPS) for the respective year/period.
(6) Total borrowings = Total borrowings are current and non-current borrowings.
For further details, see “Restated Consolidated Financial Information” and “Other Financial Information” on pages 284 and
345, respectively.
Qualifications which have not been given effect to in the Restated Consolidated Financial Information
There are no qualifications included by the Statutory Auditors in their audit reports which have not been given effect to in the
Restated Consolidated Financial Information.
Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, Subsidiary, Directors, Promoters, KMPs and SMPs
in accordance with the SEBI ICDR Regulations and the Materiality Policy, as of the date of this Draft Red Herring Prospectus
is disclosed below:
Category of Individuals/ Criminal Tax Statutory or Disciplinary actions Material Aggregate
Entity Proceedings Proceedings Regulatory by the SEBI or Stock civil amount
Proceedings Exchanges against litigation as involved (in ₹
our Promoters per the million)*
Materiality
Policy
Company
By the Company 22 N.A. N.A. N.A. Nil 6.78
Against the Company 18 2 Nil N.A. Nil 68.83
Directors#
By the Directors 1 N.A. N.A. N.A. Nil Nil
Against the Directors 1 Nil Nil N.A. Nil Nil
Promoters
By the Promoters 2 N.A. N.A. N.A. Nil Nil
Against the Promoters 4 1 Nil Nil Nil 0.27
Subsidiary
By the Subsidiary 72 N.A. N.A. Nil Nil 19.87
Against the Subsidiary 11 8 Nil N.A. Nil 11.31
KMPs#
By the KMPs Nil N.A. Nil N.A. N.A. Nil
Against the KMPs Nil N.A. Nil N.A. N.A. Nil
SMPs
By the SMPs Nil N.A. Nil N.A. N.A. Nil
Against the SMPs Nil N.A. Nil N.A. N.A. Nil
* To the extent quantifiable
# Excluding the Promoters
There are no pending litigations against our Group Companies which may have a material impact on our Company.
For further details, see “Outstanding Litigation and Material Developments” on page 377.
21Risk Factors
Investors should please see the section entitled “Risk Factors” beginning on page 33 to have an informed view before making
an investment decision. Please see below a list of the top 10 risk factors affecting our Company:
1. Our business is vulnerable to weather conditions, pest attacks and cropping patterns. 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.
2. We rely on our network of grower farmers for our production process of seeds, and an inability to effectively manage
this network may have an adverse effect on our business, operations and cash flows.
3. Our business and profitability are dependent on the availability and cost of raw materials and post-harvesting
processes. Additionally, we depend on a few suppliers for supply of raw materials and packaging materials. Any failure
to procure raw materials or packaging materials from these suppliers or any disruption to the timely and adequate
supply of raw materials or disruption to the post-harvesting processes may adversely impact our business, results of
operations and financial condition.
4. Taxability of our income from sale of seed products is subject to judicial interpretation and any adverse determination
could materially impact our financial condition and results of operations.
5. 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.
6. If we are unable to successfully develop new products or expand our product portfolio through our R&D efforts, our
business, financial condition and cash flows may be adversely affected. In addition, our inability to identify and
understand evolving industry trends, technological advancements, customer preferences and develop new products to
meet our customers’ demands may adversely affect our business.
7. We derive a substantial portion of our revenue from operations through the sale of maize seeds. This exposes us to
risks related to product concentration, which could materially and adversely affect our business, financial condition,
results of operations, and prospects.
8. We rely on the success of our dealer network and the financial health of our dealers, and an unstable dealer 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. Additionally, any delay or default in payments
from our dealers could result in the reduction of our profits and adversely affect our financial condition.
9. We are subject to stringent technical specifications and quality requirements in relation to our business. Inability to
meet the quality standard norms prescribed by the central and state governments in India could result in the sales of
our products being banned or suspended or becoming subject to significant compliance costs. Failure to comply with
the quality standards and technical specifications may lead to loss of business from customers and could negatively
impact our reputation, which would have an adverse impact on our business prospects and results of operations. .
10. We have had negative cash flows from operating activities in the past and may have negative cash flows from operating
activities in the future. Any negative cash flows in the future would adversely affect our cash flow requirements, which
may adversely affect our ability to operate our business and implement growth plans, thereby affecting our financial
condition.
Summary of contingent liabilities
The details of our contingent liabilities derived from the Restated Consolidated Financial Information as at March 31, 2025 is
set forth below:
(in ₹ million)
Particulars As at March 31, 2025
Direct tax matters 52.45
Indirect tax matters 8.60
Total 61.05
For further details of our contingent liabilities as at March 31, 2025, see “Restated Consolidated Financial Information– Note
2.33 – Contingent Liabilities and Commissions” on page 326.
Summary of related party transactions
22A summary of the related party transactions for the Financial Years ended March 31, 2025, March 31, 2024, and March 31,
2023, as per Ind AS 24 – Related Party Disclosures read with the SEBI ICDR Regulations and derived from our Restated
Consolidated Financial Information is set out below:
(in ₹ million, unless otherwise stated)
Name of Related Nature of Nature of For the year ended For the year ended For the year ended
Party Transactions Relationship March 31, 2025 March 31, 2024 March 31, 2023
Amo unt As a Amount As a Amo unt As a
percentage percentage percentage
of revenue of revenue of revenue
from from from
operations operations operations
(in %) (in %) (in %)
Biogene Biosciences Lease rent Expenses in Related firm (One 1.92 0.04 1.92 0.05 1.92 0.07
Srikar Biotech Private of the Director is
Limited the Proprietor of
Firm)
Srikar Organics India Lease rent Expenses in Enterprise over 0.20 0.00 - 0.00 - 0.00
Limited Srikar Biotech Private which Directors
Limited have significant
influence
Biogene Biosciences Rental Deposit Paid in Related firm (One 0.50 0.01 - 0.00 - 0.00
Srikar Biotech Private of the Director is
Limited the Proprietor of
Firm)
Srikar Organics India Rental Deposit Paid in Enterprise over 0.50 0.01 - 0.00 - 0.00
Limited Srikar Biotech Private which Directors
Limited have significant
influence
Srikar Packages Purchases in Srikar Enterprise over 32.40 0.73 - 0.00 - 0.00
Private Limited Biotech Private which Directors
Limited have significant
influence
Dr. Srinivasa Rao Remuneration Director 52.50 1.19 30.00 0.85 28.50 1.06
Linga
Usha Rani Papineni Remuneration Director 52.50 1.19 30.00 0.85 28.50 1.06
Linga Mallikharjuna Remuneration Director 0.60 0.01 - 0.00 - 0.00
Rao
J Sanjeev Remuneration Key managerial 0.64 0.01 - 0.00 - 0.00
person
Syed Wasim Remuneration Key managerial 0.61 0.01 - 0.00 - 0.00
person
Usha Rani Papineni Sales of Land Director 145.87 3.30 - 0.00 - 0.00
Srikar Packages Advance to Supplier Enterprise over 2.83 0.06 - 0.00 - 0.00
Private Limited which Directors
have significant
influence
Eliminated transactions with related parties
The following are the details of the eliminated transactions with the related parties during the Financial Years ended March 31,
2025, March 31, 2024, and March 31, 2023:
(in ₹ million, unless otherwise stated)
Name of the Related Party Nature of relationship Nature of For the year For the year For the year
transactions ended March ended March ended March
31, 2025 31, 2024 31, 2023
Srikar Biotech Private Limited Subsidiary Revenue 54.10 160.91 180.42
Srikar Biotech Private Limited Subsidiary Purchase 63.18 2.46 0.82
Srikar Biotech Private Limited Subsidiary Lease rent
0.54 0.41 0.41
income
Srikar Biotech Private Limited Subsidiary Lease rent
1.33 - -
expenses
23Name of the Related Party Nature of relationship Nature of For the year For the year For the year
transactions ended March ended March ended March
31, 2025 31, 2024 31, 2023
Eldorado Agritech Limited Holding Revenue 63.18 2.46 0.82
Eldorado Agritech Limited Holding Purchase 54.10 160.91 180.42
Eldorado Agritech Limited Holding Lease rent
1.33 - -
income
Eldorado Agritech Limited Holding Lease rent
0.54 0.41 0.41
expenses
Elimination of outstanding balances
The following are the details of the elimination of outstanding balances during the Financial Years ended March 31, 2025,
March 31, 2024, and March 31, 2023:
(in ₹ million, unless otherwise stated)
Name of the Related Party Nature of Nature of As on March As on March As on March
relationship transaction 31,2025 31,2024 31,2023
Srikar Biotech Private Limited Subsidiary Trade 121.05 431.06 429.71
Receivable
Srikar Biotech Private Limited Subsidiary Trade Payable - - -
Srikar Biotech Private Limited Subsidiary Deposit from (0.50) - -
Srikar Biotech Private Limited Subsidiary Deposit in 0.50 - -
Eldorado Agritech Limited Holding Trade - - -
Receivable
Eldorado Agritech Limited Holding Trade Payable (121.05) (431.06) (429.71)
Eldorado Agritech Limited Holding Deposit from (0.50) - -
Eldorado Agritech Limited Holding Deposit in 0.50 - -
For further details of the related party transactions, see “Restated Consolidated Financial Information – Note 2.37 – Related
Party Transactions” on page 332.
Details of all financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors or their
relatives have financed the purchase by any person of securities of our Company (other than in the normal course of business
of the relevant financing entity) during the period of six months immediately preceding the date of this Draft Red Herring
Prospectus.
Weighted average price at which the Equity Shares were acquired by our Promoters (also Promoter Selling
Shareholders) in the last one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which the Equity Shares were acquired by our Promoters (also Promoter Selling Shareholders)
in the last one year preceding the date of this Draft Red Herring Prospectus are:
Name Number of Equity Shares of face value Weighted average price of acquisition
of ₹ 2 each acquired in the one year per Equity Share (in ₹)*
preceding the date of the DRHP
Promoters (also Promoter Selling Shareholders)
Dr. Srinivasa Rao Linga 70,773,090# NA
Usha Rani Papineni 15,126,000# NA
# Shares acquired on August 1, 2025, pursuant to bonus issue.
* As certified by Sarath & Associates, Chartered Accountants (FRN: 005120S), Statutory Auditors, by way of their certificate dated September 3, 2025.
Average cost of acquisition of shares for our Promoters (also Promoter Selling Shareholders)
The average cost of acquisition of Equity Shares for our Promoters (also Promoter Selling Shareholders) is as set out below:
Name Number of Equity Shares of face value Acquisition price per Equity Share (in
of ₹ 2 each ₹)*
Promoters (also Promoter Selling Shareholders)
Dr. Srinivasa Rao Linga 84,927,708 0.14
Usha Rani Papineni 18,151,200 0.13
*As certified by Sarath & Associates, Chartered Accountants (FRN: 005120S), Statutory Auditors, by way of their certificate dated September 3, 2025.
24The weighted average cost of acquisition of all shares transacted in the last eighteen months, one year and three years
preceding the date of this Draft Red Herring Prospectus
The weighted average cost of acquisition of all shares transacted in the last eighteen months, one year and three years preceding
the date of this Draft Red Herring Prospectus is as follows:
Period Weighted average cost of Upper end of the price band (₹ Range of acquisition price per
acquisition per Equity Share [●]) is ‘X’ times the weighted Equity Share: Lowest price –
(in ₹)* average cost of acquisition** Highest price (in ₹)
Last eighteen months preceding the Nil [●] [●]
date of this Draft Red Herring
Prospectus
Last one year preceding the date of this Nil [●] [●]
Draft Red Herring Prospectus
Last three years preceding the date of Nil [●] [●]
this Draft Red Herring Prospectus
* As certified by Sarath & Associates, Chartered Accountants (FRN: 005120S), Statutory Auditors, by way of their certificate dated September 3, 2025.
** To be included at the Prospectus stage.
Details of price at which specified securities were acquired in the last three years preceding the date of this Draft Red
Herring Prospectus by our Promoters (also Promoter Selling Shareholders), the Promoter Group, or Shareholder(s)
with rights to nominate Director(s) or other special rights
Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of
this Draft Red Herring Prospectus, by our Promoters (also Promoter Selling Shareholders), members of our Promoter Group
and other Additional Shareholders. There are no Shareholder(s) with rights to nominate Director(s) or other special rights in
our Company. The details of the price at which these acquisitions were undertaken are stated below:
Name Nature of Nature of Face value (in Date of Number of Acquisition
securities acquisition ₹) (1) acquisition of securities price per
securities acquired security (in
₹) *
Promoters (also Promoter Selling Shareholders)
Pursuant to the board resolution dated May 29, 2025 and shareholders’ resolution dated June 5, 2025, our Company subdivided the face value
of its equity shares from ₹ 10 each to ₹ 2 each. Accordingly, the cumulative number of issued, subscribed and paid-up Equity Shares pursuant
to sub-division is 22,950,000 Equity Shares of face value of ₹ 2 each.
Dr. Srinivasa Rao Linga Equity Shares Bonus Issue 2 August 1, 2025 70,773,090 NA
Usha Rani Papineni Equity Shares Bonus Issue 2 August 1, 2025 15,126,000 NA
Promoter Group
Linga Mallikharjuna Rao Equity Shares Gift 10* May 28, 2025 1 NA
Nelluri Rajyalakshmi Equity Shares Gift 10* May 30, 2025 1 NA
Gonugutla Rajeswari Equity Shares Gift 10* May 30, 2025 1 NA
Pursuant to the board resolution dated May 29, 2025 and shareholders’ resolution dated June 5, 2025, our Company subdivided the face value
of its equity shares from ₹ 10 each to ₹ 2 each. Accordingly, the cumulative number of issued, subscribed and paid-up Equity Shares pursuant
to sub-division is 22,950,000 Equity Shares of face value of ₹ 2 each.
Linga Krishna Santosh Equity Shares Gift 2 July 28, 2025 2,249,093 NA
Linga Manasa Krishna Equity Shares Gift 2 July 28, 2025 2,249,093 NA
Linga Mallikharjuna Rao Equity Shares Gift 2 July 28, 2025 137,437 NA
Linga Subbamma Equity Shares Gift 2 July 28, 2025 499,794 NA
Potla Sitaravamma Equity Shares Gift 2 July 28, 2025 24,987 NA
Nelluri Rajyalakshmi Equity Shares Gift 2 July 28, 2025 24,987 NA
Gonugutla Rajeswari Equity Shares Gift 2 July 28, 2025 24,987 NA
Vijayalakshmi Papineni Equity Shares Gift 2 July 28, 2025 499,800 NA
Linga Krishna Santosh Equity Shares Bonus Issue 2 August 1, 2025 11,245,465 NA
Linga Manasa Krishna Equity Shares Bonus Issue 2 August 1, 2025 11,245,465 NA
Linga Mallikharjuna Rao Equity Shares Bonus Issue 2 August 1, 2025 687,210 NA
Linga Subbamma Equity Shares Bonus Issue 2 August 1, 2025 2,498,970 NA
25Potla Sitaravamma Equity Shares Bonus Issue 2 August 1, 2025 124,935 NA
Nelluri Rajyalakshmi Equity Shares Bonus Issue 2 August 1, 2025 124,960 NA
Gonugutla Rajeswari Equity Shares Bonus Issue 2 August 1, 2025 124,960 NA
Vijayalakshmi Papineni Equity Shares Bonus Issue 2 August 1, 2025 2,499,000 NA
* Pursuant to the board resolution dated May 29, 2025 and shareholders’ resolution dated June 5, 2025, our Company subdivided the face value of its
Equity Shares from ₹ 10 each to ₹ 2 each. Hence, Equity Shares acquired by Promoter Group prior to June 5, 2025 were acquired at a face value of ₹
10.
Pre-IPO Placement
Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under
applicable law, to any person(s), aggregating up to ₹ 650.00 million at its discretion, prior to filing of the Red Herring Prospectus
with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
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 the Prospectus.
Issuance of equity shares in the last one year for consideration other than cash or bonus issue
Our Company has not issued any equity shares for consideration other than cash (excluding bonus issuance) during a period of
one year preceding the date of this Draft Red Herring Prospectus.
For details, see “Capital Structure” on page 90.
Split/consolidation of Equity Shares in the last one year
Except for the sub-division of equity shares of face value of ₹10 each into Equity Shares of face value of ₹2 each authorised by
our Board pursuant to its resolution dated May 29, 2025 and by our Shareholders’ pursuant to their resolution dated June 5,
2025, our Company has not undertaken split or consolidation of its equity shares in the last one year preceding the date of this
Draft Red Herring Prospectus.
For details, see “Capital Structure – Notes to Capital Structure – Share capital history of our Company” on page 91.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied for or received any exemption from complying with any provisions of securities laws from SEBI,
as on the date of this Draft Red Herring Prospectus.
26CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain conventions
All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.
All references to the “U.S.”, “U.S.A.” or the “United States” are to the United States of America and its territories and
possessions.
Unless otherwise specified, all references to time in this Draft Red Herring Prospectus is in Indian Standard Time (“IST”).
Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft
Red Herring Prospectus.
Financial data
Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and ends on March 31 of
the next calendar year, so all references to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the
12 months period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of the next
calendar year.
Unless stated otherwise or the context otherwise requires, the financial data and financial ratios in this Draft Red Herring
Prospectus are derived from the Restated Consolidated Financial Information. The Restated Consolidated Financial Information
of our Company, together with its Subsidiary, comprising the restated consolidated statement of assets and liabilities as at and
for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and restated consolidated statement of profit
and loss (including other comprehensive income), and restated consolidated statement of cash flows and restated consolidated
statement of changes in equity as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023,
the consolidated statement of significant accounting policies, and other explanatory information of our Company, derived from
audited financial statements as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023,
prepared in accordance with Ind AS and restated by our Company in accordance with the requirements of Section 26 of Part I
of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on
Reports on Company Prospectuses (Revised 2019) issued by the ICAI.
Unless otherwise stated or the context otherwise indicates, any percentage amounts, (excluding certain operational metrics), as
set forth in “Offer Document Summary”, “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 18, 33, 203, and 351, have been calculated on the basis of amounts
derived from the Restated Consolidated Financial Information. The Restated Consolidated Financial Information included in
this Draft Red Herring Prospectus are derived from audited consolidated financial statements as at and for the financial years
ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Ind AS, the provisions of the
Companies Act and other accounting principles generally accepted in India and restated by our Company in accordance with
the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR
Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Ind AS differs
from accounting principles with which you may be familiar, such as Indian GAAP, IFRS and US GAAP.
Our Company has not attempted to explain in a qualitative manner the impact of the IFRS or US GAAP on the financial
information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to
those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP, which may
differ from accounting principles with which the prospective investors may be familiar in other countries. Accordingly, the
degree to which the financial information included in this Draft Red Herring Prospectus, which is restated as per the SEBI
ICDR Regulations, will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with
Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations, on the financial disclosures presented
in this Draft Red Herring Prospectus should accordingly be limited. Prospective investors should review the accounting policies
applied in the preparation of the Restated Consolidated Financial Information 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. For
further details of the impact of the IFRS or US GAAP, see “Risk Factors – Significant differences exist between Ind AS, which
is used to prepare our financial information and other accounting principles, such as IFRS and U.S. GAAP, which may be
material to investors’ assessments of our financial condition.” on page 68.
All figures, including financial information, in decimals (including percentages) have been rounded off to two decimals.
However, where any figures may have been sourced from third-party industry sources, such figures may be rounded-off to such
27number of decimal points as provided in such respective sources. In this Draft Red Herring Prospectus, (i) the sum or percentage
change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or
row in certain tables may not conform exactly to the total figure given for that column or row; any such discrepancies are due
to rounding off.
All figures in diagrams and charts, including those relating to financial information, operational metrics and key performance
indicators, have been rounded to the nearest decimal place, whole number, thousand or million, as applicable.
Non-Generally Accepted Accounting Principles Financial Measures
Certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) measures presented in this Draft Red Herring
Prospectus such as EBITDA, EBITDA Margin, Profit After Tax Margin, Return on Equity, Return on Capital Employed,
Revenue from products launched in last 3 years as a percentage of total revenue, Debt equity ratio, Fixed assets turnover ratio.
Further, these Non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian
GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year
/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability
or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or
IFRS. In addition, these Non-GAAP measures, and other statistical and other information relating to our operations and financial
performance, may not be computed on the basis of any standard methodology that is applicable across the industry and,
therefore, a comparison of similarly titled Non-GAAP measures or statistical or other information relating to operations and
financial performance between companies may not be possible. Other companies may calculate the Non-GAAP measures
differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP measures are not a measure
of performance calculated in accordance with applicable accounting standards, we compute and disclose them as our
Company’s management believes that they are useful information in relation to our business and financial performance. For
further details, 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 and any real or perceived inaccuracies in such metrics
may adversely affect our business and reputation.” on page 61.
Currency and units of presentation
All references to:
• “₹” or “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India; and
• “US$” or “USD” are to United States Dollars, the official currency of the United States of America.
In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in millions, except where specifically indicated. One million represents 10 lakh or 1,000,000 and ten million
represents 1 crore or 10,000,000. However, where any figures that may have been sourced from third party industry sources are
expressed in denominations other than millions in their respective sources, such figures appear in this Draft Red Herring
Prospectus expressed in such denominations as provided in such respective sources.
Exchange rates
This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The information with respect to the exchange rate between the Indian Rupee and the U.S. Dollar, as on the dates indicated, is
set forth below:
(in ₹)
Currency Exchange Rate as on
March 31, 2025 March 31, 2024 March 31, 2023
1 US$ 85.58 83.37 82.22
Source: www.fbil.org.in
Note: Exchange rate is rounded off to two decimal places, the reference rate is not available on a particular date due to a public holiday, exchange rates of
the previous working day have been disclosed.
Industry and market data
Unless stated otherwise, industry related information and market data contained in this Draft Red Herring Prospectus, including
in “Risk Factors”, “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 33, 134, 203 and 351, respectively, have been obtained or derived from the report titled
“Independent Market Report for Seeds and Crop Care Industry” dated September 2, 2025 that has been prepared by Frost &
28Sullivan (“F&S Report”), which has been prepared exclusively for the purpose of understanding the industry in connection
with the Offer and commissioned and paid for by our Company pursuant to engagement letter dated February 26, 2025. Frost
& Sullivan, which is an independent agency, was appointed by our Company. Additionally, neither our Company, nor our
Directors, Promoters, KMPs, SMPs, and Subsidiary, nor the BRLMs are a related party to Frost & Sullivan as per the definition
of “related party” under the Companies Act, 2013, as confirmed pursuant to its consent letter dated September 2, 2025 except
to the extent of issuing the F&S Report. For risks in relation to the F&S Report, see “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 63. A copy of the F&S Report is available on the website of our Company at
https://eldoradoagritech.com/investors/IndustryReport.
The F&S Report is subject to the following disclaimer:
“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 Report and no part of this 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 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. Eldorado Agritech Limited will be responsible for ensuring compliances and consequences of non-
compliances for use of the F&S Report or part thereof outside India”
Unless otherwise stated, industry and market data used throughout this Draft Red Herring Prospectus has been obtained from
publicly available sources of industry data. Industry publications generally state that the information contained in such
publications has been obtained from publicly available documents from various sources believed to be reliable but their
accuracy or completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Data from
these sources may also not be comparable. 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 disclosed in “Risk Factors” on page
33.
The data used in these sources may have been reclassified by us for the purposes of presentation and may also not be comparable.
Given the scope and extent of the F&S Report, disclosures are limited to certain excerpts and the Report has not been reproduced
in its entirety in this Draft Red Herring Prospectus. There are no parts, data or information which may be relevant for the
proposed Offer, that have been left out or changed in any manner. The extent to which the industry and market data presented
in this Draft Red Herring Prospectus is meaningful and depends upon the reader’s familiarity with, and understanding of, the
methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in which
our Company conducts business and methodologies, and assumptions may vary widely among different market and industry
sources. Such information involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors –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
63. Accordingly, investment decisions should not be based solely on such information.
In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Offer Price” on page 113
includes information relating to our peer group companies.
Notice to Prospective Investors in the United States
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 Draft 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, investors must rely on their own examination of our Company and the terms of the
Offer, including the merits and risks involved.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any other
applicable law of 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 applicable
state securities laws. Accordingly, the Equity Shares are being offered and sold only outside of 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. See “Other Regulatory and Statutory Disclosures – Selling restrictions and transfer restrictions” on page
400.
29The 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.
30FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally
can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “objective”,
“plan”, “project”, “should” “will”, “will continue”, “seek to”, “will pursue” or other words or phrases of similar import.
Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-
looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. For the reasons described below, we cannot assure
investors that the expectations reflected in these forward-looking statements will prove to be correct. Therefore, investors are
cautioned not to place undue reliance on such forward-looking statements and not to regard such statements as a guarantee of
future performance.
These forward-looking statements are based on our present plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. For the reasons described below, we cannot assure
investors that the expectations reflected in these forward-looking statements will prove to be correct. Therefore, investors are
cautioned not to place undue reliance on such forward-looking statements and not to regard such statements as a guarantee of
future performance.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which we
operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion,
technological changes, our exposure to market risks, general economic and political conditions in India and globally, which
have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, volatility
in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India
and globally, changes in laws, regulations and taxes, changes in competition in our industry, incidence of natural calamities
and/or acts of violence.
Important factors that could cause actual results to differ materially from our Company’s expectations include, but are not
limited to, the following:
1. Our business is vulnerable to weather conditions, pest attacks and cropping patterns. 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.
2. We rely on our network of grower farmers to provide us with seeds for our production process, and an inability to
effectively manage this network may have an adverse effect on our business, operations and cash flows.
3. Our business and profitability are dependent on the availability and cost of raw materials and post-harvesting
processes. Additionally, we depend on a few suppliers for supply of raw materials and packaging material. Any failure
to procure raw materials or packaging material from these suppliers or any disruption to the timely and adequate supply
of raw materials or disruption to the post-harvesting processes may adversely impact our business, results of operations
and financial condition.
4. Taxability of our income from seed products and sale is subject to judicial interpretation and any adverse determination
could materially impact our financial condition and results of operations.
5. 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.
6. If we are unable to successfully develop new products or expand our product portfolio through our R&D efforts, our
business, financial condition and cash flows may be adversely affected. In addition, our inability to identify and
understand evolving industry trends, technological advancements, customer preferences and develop new products to
meet our customers’ demands may adversely affect our business.
7. We derive a substantial portion of our revenue from operations through sale of maize seeds. This exposes us to risks
related to product concentration, which could materially and adversely affect our business, financial condition, results
of operations, and prospects.
8. We rely on the success of our dealer network and the financial health of our dealers, and an unstable dealer 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. Additionally, any delay or default in payments
from our dealers could result in the reduction of our profits and adversely affect our financial condition.
319. We are subject to stringent technical specifications and quality requirements in relation to our business. Inability to
meet the quality standard norms prescribed by the central and state governments in India could result in the sales of
our products being banned or suspended or becoming subject to significant compliance costs. Failure to comply with
the quality standards and technical specifications may lead to loss of business from customers and could negatively
impact our reputation, which would have an adverse impact on our business prospects and results of operations.
10. We have had negative cash flows from operating activities in the past and may have negative cash flows from operating
activities in the future. Any negative cash flows in the future would adversely affect our cash flow requirements, which
may adversely affect our ability to operate our business and implement growth plans, thereby affecting our financial
condition.
Certain information in “Risk Factors”, “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 33, 134, 203 and 351, respectively, of this Draft Red Herring
Prospectus have been obtained from the F&S Report.
For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 203
and 351, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from
what actually occurs in the future. As a result, actual gains or losses in the future could materially differ from those that have
been estimated and are not a guarantee of future performance.
Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of
future performance. We cannot assure investors that the expectations reflected in these forward-looking statements will prove
to be correct. Given the uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements
and not to regard such statements as a guarantee of future performance.
These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any
of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be
incorrect. None of our Company, our Directors, our KMPs, Senior Management, the Promoter Selling Shareholders, the
Syndicate or any of their respective affiliates has any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition.
In accordance with regulatory requirements of SEBI and as prescribed under applicable law, our Company will ensure that
investors in India are informed of material developments from the date of filing of the Draft Red Herring Prospectus until the
date of Allotment. In accordance with the requirements of SEBI, the Promoter Selling Shareholders, severally and not jointly,
shall ensure that our Company and the BRLMs are informed of material developments in relation to the statements and
undertakings specifically made or undertaken by it in relation to itself as a Promoter Selling Shareholders and its respective
portion of the Offered Shares, in this Draft Red Herring Prospectus until the receipt of final listing and trading approvals for
the Equity Shares pursuant to the Offer. Only statements and undertakings which are specifically confirmed or undertaken by
the Promoter Selling Shareholders to the extent of information pertaining to it and/or its respective portion of the Offered
Shares, as the case may be, in this Draft Red Herring Prospectus shall, severally and not jointly, be deemed to be statements
and undertakings made by such Promoter Selling Shareholders.
32SECTION II: RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Prospective 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. The risks described below may not be exhaustive or the only ones relevant to us, the Equity
Shares or the industry segments in which we currently operate. Additional risks and uncertainties, not presently known to us
or that we currently do not deem material may arise or may become material in the future. Unless specified or quantified in the
relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks mentioned below.
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 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. Further, some events may be
material collectively rather than individually.
In order to obtain a more comprehensive understanding of our Company and our business, prospective investors should read
this section in conjunction with “Industry Overview”, “Our Business”, “Key Regulations and Policies in India”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Outstanding Litigation and
Material Developments” on pages 134, 203, 238, 351 and 377, respectively, as well as “Offer Document Summary” and “Other
Financial Information” on pages 18 and 345. 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. Potential investors
should consult their tax, financial and legal advisors about the particular consequences of investing in the Offer. Potential
investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to
legal and regulatory environment which may differ in certain respects from that of other countries.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for Fiscals 2025, 2024 and 2023, included herein is based on or derived
from our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. For details, please see
“Restated Consolidated Financial Information” beginning on page 284. The Restated Consolidated Financial Information is
based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR
Regulations.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Independent Market report for Seeds and Crop Care Industry” dated September 2, 2025 (the “F&S Report”) which is
exclusively prepared for the purpose of the Offer and issued by Frost & Sullivan (“F&S”) and is exclusively commissioned for
an agreed fee and paid for by the Company in connection with the Offer. F&S was appointed pursuant to an engagement letter
entered into with our Company dated February 26, 2025. F&S is not related in any other manner to our Company. F&S is not,
and has not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further,
it is an independent agency and neither our Company, nor our Directors, Promoters, Key Managerial Personnel, Senior
Management and Subsidiary, nor the BRLMs are a related party to F&S as per the definition of “related party” under the
Companies Act, 2013. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us
for the purposes of presentation. Further, the F&S Report was prepared on the basis of information as of specific dates and
opinions in the F&S Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates.
F&S has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy
and has further advised that it has taken due care and caution in preparing the F&S Report based on the information obtained
by it from sources which it considers reliable. 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. A copy of the F&S Report is available on the website of our Company at
www.eldoradoagritech.com from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the F&S
Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised
not to unduly rely on the F&S Report. The views expressed in the F&S Report are that of F&S. For more information and risks
in relation to commissioned reports, see “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
63. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on
page 28.
Unless the context otherwise requires, in this section, references to “our Company” or “the Company” refers to Eldorado
Agritech Limited on a standalone basis and references to “we”, “us”, “our” refers Eldorado Agritech Limited and its Material
Subsidiary on a consolidated basis.
33Internal Risks
1. Our business is vulnerable to weather conditions, pest attacks and cropping patterns. 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 integrated agro-sciences company engaged in research and development, production, processing, distribution
and marketing of seeds, bio-stimulants, agrochemicals and speciality fertilizers, our business and our performance is
vulnerable to weather conditions, pest attacks and cropping patterns. Due to growing concern about climate change,
there is a possibility of an increase in the frequency of events such as droughts, floods or frosts, as well as natural
disasters. Adverse weather conditions can also influence the results of field trials and research in relation to seeds
being currently undertaken by us, which could delay the development and launch of new seed varieties.
Our products are evaluated across various agro-climatic zones in India. Our hybrids and open pollinated varieties
(“OPVs”) are tested at our ‘R&D farms’ taken on a rental basis spread across 188.16 acres as of June 30, 2025, located
in the states of Telangana, Karnataka, Rajasthan, Madhya Pradesh, Bihar and Uttar Pradesh. Climatic vagaries can
influence the performance of seeds by altering growing conditions such as temperature, rainfall, and soil moisture
levels. These changes may affect germination, crop growth and maturity, and overall yields. Such unfavourable
changes in weather patterns and extreme events can significantly affect crop yields and alter fertile planting areas,
which can result in a lower supply of seeds from grower farmers, as well as a lower demand for our products. These
may also cause volatility in the prices, which may affect the farmers’ decisions about the types and quantum of crops
to plant and consequently, lower our sales. If the performance and yield of our products is affected due to such weather
events, farmers may make claims and seek compensation from us for losses incurred by them due to the performance
of our products. While there have been no such instances in Fiscals 2025, 2024 and 2023 where farmers have made
claims and sought compensation from us for losses incurred by them due to the performance of our products, we cannot
assure you that such instances will not occur in the future.
Further, delays in the planting and harvesting schedules followed by our grower farmers due to unpredictable weather
conditions can affect our ability to supply our products to the customers in a timely manner, which can affect our
revenues. Changes in cropping patterns and pest infestations pose a substantial threat to crop health. The damage
caused to crops due to pest infestations can result in lower yields. If such pest infestations become widespread across
farmers’ fields and develop resistance against our current seed varieties, it could reduce the demand for our seed
products and adversely affect our reputation and prospects. In the event of such pest attacks affecting the yield and
quality of our seed varieties, farmers may switch to alternate products or new crops, which could adversely affect our
revenues. While we have not experienced a material reduction in the demand for our seed products in Fiscals 2025,
2024 and 2023, we cannot assure you that such instances will not arise in the future.
Our sales are to a large extent dependent on the overall area under cultivation and the cropping pattern adopted by the
farming community in India. Any significant reduction in the area under cultivation in any specific crop may
significantly reduce the demand for our crop care products. Also, the demand of our products is dependent on the
cropping pattern which may vary year on year in major crops. Any significant changes in the cultivable area and the
cropping pattern in India may adversely impact our revenues and profitability. Our production as well as the demand
for our products may be affected by seasonal factors such as weather conditions, irrigation facilities, availability of
credit to farmers and overall agricultural production. Consequently, the results of one reporting period may not be
necessarily comparable with the preceding, succeeding or corresponding reporting periods. During periods of lower
sales activity, we will continue to incur substantial operating expenses in connection with, among other things,
marketing and product promotion expenses which are not reduced significantly during such periods, while our
revenues remain reduced.
The sale of our crop care products is also sensitive to weather conditions. The weather can affect the agronomic
operations in the short term on a regional basis, and accordingly, may adversely affect the demand for our crop care
products. Adverse conditions, especially drought conditions, can result in significantly lower than normal crop
plantings and yields for our customers and therefore lower demand for our crop care products. This can result in our
sales in a particular region varying substantially from year to year. Weather conditions can also result in earlier or later
plantings and affect the levels of pest infestations, which may affect both the timing and volume of our sales or the
product mix. Adverse weather conditions may also cause volatility in the prices of commodities, which may affect
farmers’ decisions about the types and quantum of crops to plant and may consequently affect the sales of our crop
care products. While there have been no material instances of weather conditions leading to price volatility in our crop
care products during Fiscals 2025, 2024 and 2023, we cannot assure you that such instances will not occur in the
future.
34As a result of the abovementioned seasonal fluctuations, our sales and results of operations may vary in each Fiscal
and may not be relied upon as indicators of the sales or results of operations of other Fiscals, or of our future
performance.
2. We rely on our network of grower farmers for our production process of seeds, and an inability to effectively manage
this network may have an adverse effect on our business, operations and cash flows.
We undertake seed production at our ‘seed production farms’ located across Andhra Pradesh, Karnataka, Telangana,
Chhattisgarh, Rajasthan, Haryana and Gujarat as on the date of June 30, 2025. We maintain a supply chain network of
grower farmers across India through short-term lease arrangements, who assist in our production process by cultivating
and supplying seeds used in the production of our seed portfolio. We provide seeds to these grower farmers and support
them financially during crop production. In return, the grower farmers cultivate crops to produce seeds for us. We
provide payment to the grower farmers for the services provided to us. To formalize this arrangement, we have entered
into short-term lease agreements with grower farmers, setting out seed production specifications, mutual
responsibilities and payment terms.
Our arrangements with grower farmers are subject to the risks on account of any adverse climatic conditions, leading
to damage to the seeds. In such instances, we may be required to compensate the grower farmers for the services
rendered by them, while we are unable to sell the seeds damaged on account of adverse weather conditions. While
there have been no material instances in Fiscals 2025, 2024 or 2023 where we have had to compensate the grower
farmers for seeds damaged due to adverse climatic conditions, we cannot assure you that such events will not take
place in the future. In addition, the grower farmers may not always have interests that align with our interests, or that
grower farmers will continue to work with us every year. In the event of such conflicts, they may be unwilling to fulfil
their obligations under our arrangement, including the timely delivery of the required quantities of seeds. While there
have been no material instances in Fiscals 2025, 2024 or 2023 where grower farmers have not fulfilled their obligations
to provide seeds, we cannot assure you that such events will not occur in the future.
3. Our business and profitability are dependent on the availability and cost of raw materials and post-harvesting
processes. Additionally, we depend on a few suppliers for supply of raw materials and packaging materials. Any
failure to procure raw materials or packaging materials from these suppliers or any disruption to the timely and
adequate supply of raw materials, or disruption to the post-harvesting processes may adversely impact our business,
results of operations and financial condition.
We source chemicals and other generic active ingredients required for manufacturing our bio-stimulants,
agrochemicals, and speciality fertilizers from third party manufacturers, depending on the availability and pricing
dynamics. This includes chemicals such as zinc sulphate monohydrate, mono potassium phosphate, potassium nitrate,
calcium nitrate, emamectin benzoate, chlorantraniliprole, and cypermethrin, among others. We undertake seed
production through a network of grower farmers at ‘seed production farms’ across Andhra Pradesh, Karnataka,
Telangana, Chhattisgarh, Rajasthan, Haryana, and Gujarat. In addition, we also source packaging material from third-
party suppliers depending upon our business requirements. We continue to develop and maintain our relationship with
the third-party suppliers to ensure timely delivery of raw materials. Our cost of goods sold primarily consists of
production expenses, raw material for bio-stimulants, agrochemicals, and speciality fertilizers, packaging charges and
post-harvesting processes. Details of the cost of materials consumed, including as a percentage of total expenses and
revenue from operations for Fiscals 2025, 2024 and 2023 are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a As a Amount As a As a Amount As a As a
(in ₹ percenta percenta (in ₹ percenta percenta (in ₹ percenta percenta
million) ge of ge of million) ge of ge of million) ge of ge of
Total Revenue Total Revenue Total Revenue
Expense from Expense from Expense from
s (in %) Operatio s (in %) Operatio s (in %) Operatio
ns (in %) ns (in %) ns (in %)
Cost of goods sold* 2,146.06 59.83% 48.61% 1,780.49 60.17% 50.55% 1,495.44 63.67% 55.42%
*Total of (a) cost of material consumed and (b) changes in inventories of finished goods.
We rely on historical trends, current demand scenario and other indicators to purchase the required quantities of raw
materials and packaging materials. We, therefore, run the risk of purchasing more raw materials and packing materials
than necessary, which could expose us to risks associated with prolonged storage of some of these raw materials, and
materially affect our results of operations. Conversely, if our customers place orders for greater quantities of products
compared to their historical requirements, we may not be able to adequately source the necessary raw materials in a
timely manner, and may not have the required manufacturing capacity required to meet such demand. We procure raw
materials and packaging materials on the basis of purchase orders as per the business requirements, and we do not
enter into long-term contracts for supply of raw materials and packaging materials. Details of raw materials and
35packaging materials purchased from our top three suppliers, top five suppliers and top 10 suppliers for Fiscals 2025,
2024 and 2023, including as a percentage of total purchases is as provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Purchases (in As a Purchases (in As a Purchases (in As a
₹ million) percentage of ₹ million) percentage of ₹ million) percentage of
Total Total Total
Purchases (in Purchases (in Purchases (in
%) %) %)
Top three suppliers 664.16 21.25% 844.85 44.24% 623.23 31.19%
Top five suppliers 783.93 25.08% 957.11 50.12% 727.68 36.42%
Top 10 suppliers 956.47 30.60% 1,111.46 58.20% 881.41 44.12%
Note: Names of suppliers have not been included in the above table on account of non-receipt of consents.
If all or a significant number of our suppliers are unable or unwilling to meet our requirements or our estimates fall
short of the demand, we may be unable to meet our production requirements and/or could suffer shortages or significant
cost increases. Continued supply disruptions for longer durations could adversely impact our delivery schedules to our
customers, thereby affecting our business, financial condition and results of operations. While we have not experienced
any material instances of supply disruptions in Fiscals 2025, 2024 and 2023, there can be no assurance that such
instances will not occur in the future. Such supply disruptions could exert pressure on our costs, and we cannot assure
you that all or part of any increased costs can be passed on to our customers, and/ or dealers in a timely manner, which
could negatively affect our business, overall profitability and financial performance.
Raw material pricing and production expenses can also be volatile due to a number of factors beyond our control,
including global demand and supply, general economic and political conditions, transportation and labour costs, labour
unrest, natural disasters, pandemic, competition, import duties, tariffs and currency exchange rates, and there are
uncertainties inherent in estimating such variables, regardless of the methodologies and assumptions that we may use.
This volatility in commodity prices can significantly affect our production costs. In the event there is an increase in
prices of the raw materials, we may not be able to pass on the additional cost to our customers, which in turn may
affect our profitability. Further, some customers may challenge such increased costs. The discontinuation or lessening
of our ability to pass through our raw material costs to our customers or otherwise mitigate these costs increases or
obtain adequate supply of raw materials and components could adversely affect our business. While we have been able
to obtain adequate supply of raw materials in Fiscal 2025, Fiscal 2024 and Fiscal 2023, there can be no assurance that
we will continue to be able to obtain adequate raw materials and at commercially viable terms in the future.
4. Taxability of our income from sale of seed products is subject to judicial interpretation and any adverse
determination could materially impact our financial condition and results of operations
We derive a portion of our income from sale of seed products. Details of revenue generated from seed products in
Fiscals 2025, 2024 and 2023, including as a percentage of revenue from operations are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentage of Revenue Percentage of Revenue Percentage of
(in ₹ million) Revenue from (in ₹ million) Revenue from (in ₹ million) Revenue from
Operations Operations Operations
(in %) (in %) (in %)
Seeds 2,782.41 63.02% 2,178.55 61.86% 1,805.78 66.93%
Any income derived from land situated in India through the performance of any process to render agricultural produce
fit to be marketed, constitutes agricultural income. Our Company is of the view that revenue generated from sale of
seed products constitutes agricultural income and accordingly, income generated from this activity is exempt from tax
under Section 10(1) of the Indian Income Tax Act, 1961 (the “I.T. Act”) read with Section 2(1A) of the I.T. Act. We
have accordingly been classifying our income as agricultural income in our income tax returns for assessment years
2026, 2025, and 2024.
There are varying judicial views in India relating to the taxability of income derived from the production, marketing
and sale of seeds. For instance, the application of the Supreme Court’s judgement in the matter of Commissioner of
Income Tax v. Raja Benoy Kumar Sahas Roy (1957) 32 ITR 466 (SC), on the definition and scope of agricultural
income, is frequently debated and interpreted by lower courts and income tax authorities. These varying judicial views
are yet to be settled by the Supreme Court of India. While we have taken the position that our income is exempt from
taxation on account of classification as “agricultural income”, there can be no assurance that the income tax authorities
in India will continue to accept this position. While we are of the view that income from the production and sale of
seeds qualifies as agricultural income, judicial pronouncements in India have, in analogous contexts, demonstrated
inconsistency regarding the tax treatment of income derived from agricultural operations that involve a degree of
processing. For instance, the Income Tax Rules, 1962, prescribe specific apportionment rules for income from certain
36agricultural commodities such as tea, coffee and rubber, and deviate from the basic definition of agricultural income
by mandating a specific apportionment between exempt and taxable income for the respective commodities. However,
no similar statutory provisions or rules exist under Indian tax laws that specifically prescribe a partial taxation
framework for income derived from seeds. There can be no assurance that the law will not be amended in the future
to adopt a comparable partial taxation framework for seed products. Such an amendment could lead to a reclassification
of a portion of our income from the production and sale of seeds as taxable business income, thereby increasing our
tax liabilities. In anticipation of potential future legislative developments or adverse judicial interpretations, our
Company has, on a suo motu basis, discharged income tax on approximately 32% of revenue generated from sale of
seed products during Fiscals 2025, 2024 and 2023, despite the absence of a formal statutory requirement to do so.
If such income were held to be taxable, our Company could be subject to additional tax liabilities, interest and penalties,
which could affect our financial condition and results of operations. For details, see “Statement of Possible Special
Tax Benefits” on page 122.
On a standalone basis, we have provided for income tax liability for the assessment years 2026, 2025, and 2024 on the
basis the assumption that we would be entitled to the tax exemption for agricultural income based on our seeds
products. Accordingly, the provision for our Company’s net tax expense during Fiscals 2025, 2024 and 2023 was
₹57.06 million, ₹32.64 million and ₹29.90 million, respectively. If the exemption is denied, we might be subject to tax
liability, including on a retrospective basis.
Accordingly, should this tax exemption not be available going forward, our current provisions for these and future
assessment years may be inadequate as our future tax liability and current tax liability, if applicable retrospectively to
prior assessment years, could increase significantly and, in turn, materially and adversely affect our financial condition
and results of operations.
5. 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 business operations require working capital for activities including production and processing charges, purchase
of raw materials for our manufacturing operations as well as for the purchase of packing materials for our products.
Presently, we meet our working capital requirements through a mix of internal accruals and working capital facilities
from banks and financial institutions. As on June 30, 2025, we had sanctioned working capital facilities amounting to
₹2,680.00 million. Our future success depends on our ability to continue to secure and successfully manage sufficient
amounts of working capital. Management of our working capital requirements involves the timely payment of, or
rolling over of, our short-term indebtedness and securing new and additional loans on acceptable terms, timely
payment of, or re-negotiation of our payment terms for, our trade payables, collection of trade receivables and
preparing and following accurate and feasible budgets for our business operations. Our historical working capital
requirements for Fiscal 2023, 2024 and 2025 is provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Inventory (including biological assets) (in ₹ million) 3,007.55 1,518.88 1,337.19
Trade receivables (in ₹ million) 1,761.02 1,311.45 820.42
Advances to suppliers (in ₹ million) 258.88 301.01 298.87
Trade payables (in ₹ million) 505.05 319.04 196.30
Advance from customers (in ₹ million) 727.29 617.76 416.32
Net Working Capital Requirement (in ₹ million) 3,795.11 2,194.55 1,843.85
Net Working Capital Requirement as a percentage of Revenue 85.96% 62.31% 68.34%
from Operations (in %)
Note: Net working capital is calculated as aggregate of Trade Receivables, Inventories (including biological assets) and advance to suppliers minus
Trade Payables and advance from customers
If we are unable to manage our working capital requirements, our business, results of operations and financial condition
could be materially and adversely affected. We cannot assure that we will be able to effectively manage our working
capital. Should we fail to effectively implement sufficient internal control procedures and management systems to
manage our working capital 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.
376. If we are unable to successfully develop new products or expand our product portfolio through our R&D efforts,
our business, financial condition and cash flows may be adversely affected. In addition, our inability to identify
and understand evolving industry trends, technological advancements, customer preferences and develop new
products to meet our customers’ demands may adversely affect our business.
Our operations are driven by our R&D capabilities and we constantly seek to develop new products or variants of
existing products in our product portfolio, so as to distinguish ourselves from our competitors, maintain our market
share in our various product categories and suitably respond to the evolving needs of farmers. Our R&D investments
have led to a steady flow of newly-launched products across our businesses. Details of revenue contribution from
newly developed products during Fiscals 2025, 2024 and 2023, including as a percentage of revenue from operations
are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentag Revenue Percentag Revenue Percentag
(in ₹ e of (in ₹ e of (in ₹ e of
million) Revenue million) Revenue million) Revenue
from from from
Operation Operation Operation
s s s (in %)
(in %) (in %)
Revenue from newly launched seeds 782.89 17.73% 637.05 18.09% 382.77 14.19%
Revenue from newly launched bio-stimulants 97.67 2.21% 67.21 1.91% 29.96 1.11%
Revenue from newly launched agrochemicals 427.57 9.68% 284.53 8.08% 194.66 7.21%
Revenue from newly launched speciality 15.69 0.36% 194.72 5.53% 133.57 4.95%
fertilizers
Total 1,323.82 29.99% 1,183.51 33.60% 740.96 27.46%
Note: Newly launched products in the immediately preceding three Fiscals have been considered for calculating revenue from newly launched
products for the respective Fiscal.
Details of our R&D expenses, including as a percentage of total expenses and revenue from operations for Fiscals
2025, 2024 and 2023 are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a As a Amount As a As a Amount As a As a
(in ₹ percentag percentag (in ₹ percentag percentag (in ₹ percentag percentag
million) e of Total e of million) e of Total e of million) e of Total e of
Expenses Revenue Expenses Revenue Expenses Revenue
(in %) from (in %) from (in %) from
Operatio Operatio Operatio
ns (in %) ns (in %) ns (in %)
R&D expenses 125.70 3.50% 2.85% 72.92 2.46% 2.07% 42.55 1.81% 1.58%
While we will continue to contribute to our R&D capabilities and initiatives, we cannot assure you that we will be able
to successfully develop new products in a timely and cost-effective manner. In relation to seed products, our R&D
team conducts extensive multi-location trials across agro-climatic zones to assess genotype-environment interactions.
In relation to crop care products, our R&D team focuses on developing new combination formulations tailored for
Indian agronomic conditions and farmer usage patterns.
The research and development of new hybrids and OPVs is a lengthy and complicated process, and we may require
considerable time to launch and successfully commercialize our new products. Further, we conduct extensive field
research through our marketing teams to understand growing demand for new products and we conduct several field
trials to evaluate the performance of our new products. Each stage of our development process also involves rigorous
testing and stringent quality control checks, which can further extend the timeline in which we develop new products.
We undertake research at our ‘R&D farms’ taken on a rental basis spread over 188.16 acres as of June 30, 2025,
located in the states of Telangana, Karnataka, Rajasthan, Madhya Pradesh, Bihar and Uttar Pradesh. For details in
relation to our R&D process, see “Our Business – Our Business Operations” on page 219. Accordingly, the
investments made by us in our R&D operations may not yield satisfactory results or any results at all, which can impact
our business, cash flows and results of operations.
In addition, the crop care products industry is also characterised by technological advancements, introduction of
innovative products, price fluctuations and intense competition. The laws and regulations applicable to our products,
and service needs, change from time to time, and regulatory changes may render our products and technologies non-
compliant or obsolete. Our ability to anticipate changes in technology and regulatory standards, understand industry
trends and requirements, changes in consumer preferences and to successfully develop and introduce new and
enhanced products to cater to new or address unidentified needs among our current and potential customers in a timely
38manner, is a significant factor to remain competitive. This depends on a variety of factors, including meeting
development, production, certification and regulatory approval schedules; execution of internal and external
performance plans; availability of suppliers and internally produced parts and materials; performance of suppliers;
hiring and training of qualified personnel; achieving cost and production efficiencies; identification of emerging
regulatory and technological trends in our target end markets; validation and performance of innovative technologies;
the level of customer interest in new technologies and products; and the costs and customer acceptance of the new or
improved products. There can be no assurance that we will be able to secure the necessary technological knowledge
through our own R&D or that we will be able to respond to industry trends by developing and offering cost effective
products. We may also be required to make significant investments in R&D, which may strain our resources and may
not provide results that can be monetized. If we are unable to obtain such knowledge in a timely manner, or at all, we
may be unable to effectively implement our strategies, and our business and results of operations may be adversely
affected.
We are dependent on our R&D activities and technical experts for our future success. Our future results of operations
depend, to a significant degree, on our ability to successfully develop new products in a timely and cost-effective
manner. However, our ongoing investments in research and development for new products and processes may result
in higher costs without a proportionate increase in revenues. Delays in any part of the process, our inability to obtain
necessary regulatory approvals for our products or failure of a product to be successful at any stage could adversely
affect our business. Consequently, any failure on our part to successfully introduce new products and processes may
have an adverse effect on our business, results of operations and financial condition. Further, our competitors may
develop competing technologies that gain market acceptance before or instead of our products. In addition, we may
not be successful in anticipating or reacting to changes in the regulatory environments in which our products are sold,
and the markets for our products may not develop or grow as we anticipate.
7. We derive a substantial portion of our revenue from operations through the sale of maize seeds. This exposes us to
risks related to product concentration, which could materially and adversely affect our business, financial
condition, results of operations, and prospects.
We derive a substantial portion of our revenue through the sale of maize seeds. Details of the revenue generated from
the sale of maize during Fiscals 2025, 2024 and 2023, including as a percentage of revenue are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentage Revenue Percentage Revenue Percentage
(in ₹ million) of Revenue (in ₹ million) of Revenue (in ₹ million) of
from from Revenue
Operations Operations from
(in %) (in %) Operation
s (in %)
Maize 1,652.94 37.44% 1,172.95 33.30% 1,001.35 37.11%
As a result, our business is exposed to risks related to product concentration and we do not currently expect our
dependence on the sale of maize seeds to reduce materially in at least the medium-term future. Our ability to sell maize
seeds in quantities similar to, or higher than, sales recorded during prior periods is subject to several uncertainties.
These uncertainties include changing customer preferences, competitive price pressures, movements in agricultural
commodities markets, government regulation, our inability to produce sufficient quantities of our existing products in
a timely manner or at all, our failure to develop new products that meet the evolving demands of our end consumers
or to obtain the regulatory approvals for such products, the development of successful products by our competitors
and general economic conditions.
We cannot assure you that the performance of our maize seeds will continue to meet our customers’ expectations.
Further, we cannot assure you that our maize seeds will meet minimum limits of germination or purity specified under
the Seeds Act, 1966 and the Seeds (Control) Order, 1983. For instance, the State of Telangana through the Assistant
Director of Agriculture has filed chargesheets dated August 27, 2020 and February 20, 2023, and the Government of
Karnataka through the Agriculture Officer & Seed Inspector has filed a chargesheet dated November 24, 2022, against
our Company pursuant to inspections of certain samples of maize seeds alleging violations under the Seeds Act, 1966
and the Seeds (Control) Order, 1983 as the samples did not meet the specifications for minimum limits of germination.
The cases are currently pending. For details, see “Outstanding Litigation and Material Developments - Litigation
involving our Company” on page 377. In addition, we are also exposed to disruptions in the production of our maize
seeds that may be a result of drought, biotic & abiotic factors, government regulation, customer rejection of our hybrids
of maize or payment disruptions. Our business, financial condition, results of operations and prospects could be
materially and adversely affected if one or more of these uncertainties or disruptions occur.
398. We rely on the success of our dealer network and the financial health of our dealers, and an unstable dealer 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. Additionally, any delay or default in
payments from our dealers could result in the reduction of our profits and adversely affect our financial condition.
As of June 30, 2025, our products are distributed from our warehouses, including our C&F network to a network of
dealers spread across various states in India, thereby enabling us to cater to the needs of farmers across the jurisdictions
in which we operate. Number of total dealers and active dealers associated with us as of March 31, 2025, March 31,
2024 and March 31, 2023 are provided below:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Total dealers* 16,987 14,208 10,656
Active dealers# 7,705 6,794 6,260
*Total dealers represent the cumulative number of dealers associated with us up to the respective Fiscal year end.
#Active dealers represent the number of dealers who have actively transacted with us during the respective Fiscal year.
We rely on the success of our dealer network to market, distribute and sell our products in each of the regions where
we operate. Our business is therefore dependent on maintaining good relationships with our dealers. We cannot assure
you that our current dealers will continue to do business with us or that we will continue to attract additional dealers
into our network. Our business is driven by continuous chain of supply of our products to various dealers that we have
a relation with. It is imperative that the payment cycle extended to our dealers be maintained to ensure that we collect
all our due receivables on time, to ensure that the same do not affect our financial operations or profitability. We follow
a practice of extending certain credit period to our dealers to maintain a healthy relationship with them and ensure that
a fixed regime is followed with respect to the collections of all receivables, to ensure that a set mechanism for the
healthy financial position of the Company is maintained. The majority of our sales are to customers on an open credit
basis, with standard payment terms of generally between 90 to 120 days in sales. Due to this reason, debtor days in the
agricultural input business especially dealing in retail sales are high. However, higher levels of bad debts may reduce
our operational cash flows and adversely affect our operating margins, which could materially and adversely affect
our business, results of operations and financial condition. With our widespread dealer network across 18 states, and
realisation of funds at times based on the harvest, it may be difficult at times to ensure that all payments made by the
dealers are on time or that there are no defaults in payment.
Any default in payment by customers or delay in realising the receivables may have an adverse effect on our business
and financial operation. While we generally monitor the ability of our customers to pay these open credit arrangements
and limit the credit we extend to what we believe is reasonable based on an evaluation of each customer’s financial
condition and payment history, we may still experience losses because of a customer being unable to pay. As a result,
while we maintain what we believe to be a reasonable allowance for doubtful receivables for potential credit losses
based upon our historical trends and other available information, there is a risk that our estimates may not be accurate.
Further, our receivable turnover days were 146, 136 and 111 days, in Fiscals 2025, 2024 and 2023, respectively. For
details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative
and Qualitative Disclosures About Market Risks – Credit Risk” and “Restated Consolidated Financial Information –
Note 2.37 – Related Party Transactions” on pages 375 and 332, respectively. Any increase in our receivable turnover
days will negatively affect our business. If we are unable to collect customer receivables or if the provisions for
doubtful receivables are inadequate, it could have a material adverse effect on our business, financial condition and
results of operations. We have experienced bad debts in the past. The table below shows our bad debts written-off and
provision for bad debts for Fiscal 2025, Fiscal 2024, Fiscal 2023, and such amounts as a percentage of our revenue
from operations:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade receivables (in ₹ million) 1,801.49 1,334.60 831.24
Bad debts written off (A) (in ₹ million) - 4.61 3.97
Bad debts written off as a percentage of 0.00% 0.13% 0.15%
revenue from operations (B = A/E) (in
%)
Provision for bad debt (C) (in ₹ million) 40.47 23.15 10.83
Provision for bad debt as a percentage 0.92% 0.66% 0.40%
of revenue from operations (D = C/E)
(in %)
Revenue from operations (E) (in ₹ 4,414.81 3,522.02 2,698.14
million)
Competition for dealers is intense in our industry, and our growth depends on our ability to attract more quality dealers
into our dealer network. Our sales are recorded when we deliver our products based on purchase orders received from
time to time. As a result, we cannot assure you that we will continue to receive purchase orders for our products on
40substantially the same terms, or at all, which could adversely affect our business and results of operations. In addition,
the contractual arrangements with our existing dealers are non-exclusive and they may market and sell products of our
competitors as well. This could adversely affect our financial condition and results of operations. While we have not
experienced significant bad debt losses in Fiscals 2025, 2024 and 2023, we cannot assure you that we will not
experience them in the future.
Macroeconomic conditions could also result in financial difficulties, including insolvency or bankruptcy, for our
customers and dealers, and as a result could cause customers and dealers to delay payments to us, request modifications
to their payment arrangements, that could increase our receivables or affect our working capital requirements, or
default on their payment obligations to us. In particular, farmers may be adversely affected by a number of factors
beyond their control, such as, severe monsoon, drought or low prices for their crops, which could affect their financial
condition and consequently their ability to pay the dealers for products that have already been sold to them and used
by them. An increase in bad debts or in defaults by our customer and dealers may compel us to utilize greater amounts
of our operating working capital and result in increased interest costs, thereby adversely affecting our results of
operations and cash flows.
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 in Fiscals 2025, 2024 and 2023, we cannot assure
you that such instance will not arise in the future.
9. We are subject to stringent technical specifications and quality requirements in relation to our business. Inability
to meet the quality standard norms prescribed by the central and state governments in India could result in the sales
of our products being banned or suspended or becoming subject to significant compliance costs. Failure to comply
with the quality standards and technical specifications may lead to loss of business from customers and could
negatively impact our reputation, which would have an adverse impact on our business prospects and results of
operations.
As an agro-sciences company, our products are subject to strict quality control processes. The quality of seeds, bio-
stimulants, agrochemicals, and speciality fertilizers manufactured by us are subject to independent verification by
Government authorities. Regulatory authorities, including the relevant state authorities, may carry out inspections of
our premises, plant, equipment, machinery, manufacturing or other processes and conduct sample checks in relation
to our seed products. While our seeds are subject to stringent quality controls, if the inspectors find that our samples
do not meet the requisite quality standards, we may face disciplinary actions against our Company under the Seeds
Act, 1966, the Seeds Rules, 1968, the Seeds (Control) Order, 1983, the Maharashtra Cotton Seeds (Regulation of
Supply, Distribution, Sale and Fixation of Sale Price) Act, 2009 and the Environment Protection Act, 1986 as the case
maybe. For instance, in Fiscal 2025, 2024 and 2023, (i) the Government of Maharashtra through the Seed Inspector &
Taluka Agriculture Officer, Bhokardan District Jalna, Maharashtra, basis the commission of an offence dated June 8,
2022; (ii) the Government of Karnataka through the Seed Inspector and Assistant Agriculture Officer, Raitha Sampark
Kendra, Kasaba Shivamogga in August 2022; (iii) the Government of Karnataka through the Agriculture Officer &
Seed Inspector, Farmer Contact Centre, Rattihalli, Hirekerur Taluk, Haveri District on November 24, 2022; (iv) the
Government of Telangana through the Assistant Director of Agriculture, Vikarabad District and Seed Inspector,
Vikarabad Mandal, Telangana dated February 20, 2023; (v) the Government of Maharashtra through the Seed
Inspector & Agriculture Officer, Panchayat Samiti, Shirpur, District Dhule, Maharashtra, basis the commission of an
offence dated June 3, 2023; (vi) the Government of Maharashtra through the Seed Inspector and Extension Officer,
Panchayat Samiti, Bhadgaon, District Jalgaon, Maharashtra on October 23, 2023; (vii) the Government of Gujarat
through the Seed Inspector & Agriculture Officer, Bhanvad, District Devbhoomi Dwarka, Gujarat on January 3, 2024;
(viii) the State of Karnataka through the Seed Inspector and Assistant Director of Agriculture, Gauribidanur Taluk,
Chikkaballapur District on April 24, 2024; (ix) the Government of Gujarat through the Joint Director of Agriculture,
Vadodara and Seed Inspector, Dediapada Taluka, District Narmada on May 19, 2024; and (x) the Government of
Maharashtra through the Seed Inspector & Agriculture Officer, Panchayat Samiti, Jafrabad, District Jalna, Maharashtra
on December 4, 2024 have filed complaints against our Company pursuant to inspections of certain samples seeds
alleging violations under the Seeds Act, 1966, the Seed Rules, 1968 and the Seeds (Control) Order, 1983 as the samples
did not meet the specifications for minimum limits of germination or did not meet prescribed standards and
subsequently, show-cause notices were also served in certain cases. Further, (i) the State of Telangana through the
Assistant Director of Agriculture (R), Kalwakurthy Division and Nagarkurnool District on March 7, 2025; (ii) The
Government of Maharashtra through the Agriculture Officer and Field Inspector, Panchayat Samiti, Parli, District
Beed, Maharashtra basis the commission of an offence dated November 11, 2021; (iii) the State Government of Andhra
Pradesh, through the Assistant Director of Agriculture, Macherla on February 13, 2024; and (iv) the Fertilizer Inspector
and Assistant Director of Agriculture, Bagalkote on August 11, 2023, have filed complaints against our Subsidiary
pursuant to inspections of certain fertilizer samples alleging violations under the Fertilizer Control Order, 1985 and
Essential Commodities Act, 1955, as the samples did not meet prescribed standards and subsequently, show-cause
notices were also served in certain cases. These cases are currently pending at various stages of adjudication. For
further details, see “Outstanding Litigation and Material Developments - Litigation involving our Company” and
41“Outstanding Litigation and Material Developments - Litigation involving our Subsidiary” on page 378 and page 381,
respectively. Any such order passed by the governmental authorities could subject us to penalties and generate adverse
publicity about us and our products, which could have a material adverse effect on our business growth and prospects,
financial condition, results of operations, and cash flows.
We are also engaged in the development and manufacturing of formulations for a diverse range of bio-stimulants,
agrochemicals, and speciality fertilizers. We believe that the manufacturing process of our products is complex, and
we may encounter issues for various reasons, including equipment malfunctions, failure to follow specific protocols
and procedures, inconsistencies in raw material quality, natural disasters or other environmental factors. We are
required to comply with the quality standards and technical specifications as per the registration certificates. We have
implemented a quality control system that monitors and optimizes our entire manufacturing process. We have received
quality control certifications such as ISO/IEC 17025:2017 certificate for meeting the ‘General Requirements for the
Competence of Testing and Calibration Laboratories’ issued by NABL for its R&D Laboratory for crop care products.
Any failure on our part to maintain the applicable standards and manufacture products according to prescribed
specifications may lead to revocation of the registration certificate from the relevant authority.
Our crop care products are required to receive the requisite regulatory approvals and registrations before they are
introduced into the market. As of June 30, 2025, we have obtained 269 registrations for our agrochemical formulations
from the Central Insecticides Board & Registration Committee (“CIBRC”) and have applied for nine product patents
for agrochemical products under the Indian Patents Act, 1970. Further, as of June 30, 2025, we have 43 registrations
for speciality fertilizer products under Fertilizers (Control) Order, 1985, and 32 registrations for our bio-stimulant
products from the Ministry of Agriculture and Farmers’ Welfare. Although we have duly obtained the necessary
approvals for manufacturing of our crop care products, there is no guarantee that we may be able to maintain or obtain
such registrations or approvals in the future. We may be unable to successfully obtain such registrations in a timely
manner, which could result in us losing market opportunities and delay or restrict our ability to recover the costs
incurred towards seeking registrations and other related activities and may adversely affect our operations and
profitability. Our inability to obtain such licenses and registrations from the relevant authorities may impact our
business and operations.
We are required to renew or obtain the requisite licenses, permits and approvals from time to time, for current or
proposed operations or products. While we believe that we will be able to renew or obtain such permits and approvals
as necessary, there is no assurance that the relevant authorities will issue the same according to our estimated time-
frame, or at all. Further, these approvals, permits and licenses are subject to certain conditions, and we cannot guarantee
that we will be able to continuously meet such conditions or be able to ensure compliance with such conditions to the
relevant authorities, which may lead to revocation, cancellation or suspension of the relevant licenses, permits and
approvals. Some of our licenses and approvals expire in the ordinary course of conducting business and there can be
no assurance that we will be able to renew the same in a timely manner. For details, see “Government and Other
Approvals” on page 386. While we will continue to spend a portion of our future revenues to manage our product
quality and to maintain our quality control, failure to do so would have an adverse impact on our business prospects
and results of operations.
10. We have had negative cash flows from operating activities in the past and may have negative cash flows from
operating activities in the future. Any negative cash flows in the future would adversely affect our cash flow
requirements, which may adversely affect our ability to operate our business and implement growth plans, thereby
affecting our financial condition.
We have experienced negative cash flows from operating activities in the past and may, in the future, experience
negative cash flows. Details of our net cash flows from operating activities for Fiscals 2025, 2024 and 2023 are
provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million)
Net cash generated from/ (used in) operating activities (696.35) 34.48 (272.64)
Negative cash flows from operating activities in Fiscal 2025 and Fiscal 2023 were on account of high inventory levels.
This was on account of our seeds business operating on a seasonal production cycle, necessitating the storage of
harvested and processed seeds until subsequent selling seasons, which inherently results in high inventory levels,
particularly at fiscal year-end, to ensure consistent market supply. For details in relation to the movements in our cash
flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 351.
We cannot assure you that our net cash flows will continue to be positive in the future. Negative cash flows over
extended periods, or significant negative cash flows in the short term, could adversely affect our ability to operate our
business and implement our growth plans.
4211. We have derived 70.22%, 73.31% and 73.54% of revenue for Fiscals 2025, 2024 and 2023, respectively from our
top five states. Any instability in the business or financial performance of our customers situated in these states
could materially affect our business, financial condition, and results of operations.
The performance and financial stability of our customers situated in top five states is influenced by various factors,
including economic conditions, political stability, currency fluctuations, regulatory changes, weather changes and
differing business practices in their respective regions. Any adverse developments in these factors could lead to a
decrease in performance of our customers situated in states, leading to a consequent decrease in demand for our
products and services, delayed payments, default on payments by these customers, or potential loss of these customers.
While we have not experienced any significant fluctuations in these states, in the past or potential loss of customers in
Fiscals 2025, 2024 and 2023, there can be no assurance that we will continue to be unaffected by factors affecting the
performance of our customers situated in the top five states. Details of the revenue generated from the top one, top
three and top five states for Fiscals 2025, 2024 and 2023, including as a percentage of revenue, are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue (in Percentage Revenue (in Percentage Revenue (in ₹ Percentage
₹ million) of Revenue ₹ million) of Revenue million) of Revenue
from from from
Operations Operations Operations
(in %) (in %) (in %)
Top state* 1,409.38 31.92% 1,191.90 33.84% 898.95 33.32%
Top three states 2,347.49 53.17% 1,809.85 51.39% 1,326.54 49.17%
Top five states* 3,100.04 70.22% 2,582.07 73.31% 1,984.15 73.54%
*Our top state in Fiscals 2025, 2024, 2023 was Telangana and top five states in Fiscals 2025, 2024, 2023 were Telangana, Madhya Pradesh, Uttar
Pradesh, Maharashtra and Bihar.
Any significant decline in the performance of our customers, a loss in demand of our products in these markets, or
adverse changes in the economic or political environment in which they operate, or our failure to manage risks
associated with operations in the top five states, or generally, could potentially lead to (a) loss of customers situated
in these states; and (b) fluctuations in the performance of our operations in these states, and could materially affect our
business, financial condition, and results of operations.
12. We face competition from both domestic as well as multinational corporations and our inability to compete
effectively could result in the loss of customers, which could have an adverse effect on our business, results of
operations, financial condition and future prospects.
We face competition from both domestic as well as multinational corporations and our inability to compete effectively
could result in the loss of customers, therefore, our market share, which could have an adverse effect on our business,
results of operations, financial condition and future prospects. The crop care products industry presents significant
entry barriers due to approvals, intricacy of product development and manufacturing, lead time, expenditure required
for R&D, building customer confidence and relationships. According to the F&S Report, the key players in
agrochemicals include, amongst others, UPL India, Bayer CropScience Limited, and Sumitomo Chemicals India
Limited. Our failure to obtain new customers or to retain or increase our existing market share or effectively compete
could adversely affect our business, financial condition and results of operations. According to the F&S Report, some
of our key competitors in the seeds business include, amongst others, Bayer, BASF, Corteva, Advanta seeds, along
with Indian companies such as Mahyco, Ankur seeds, Rasi seeds, VNR seeds, Nuziveedu Seeds, Ajeet seeds, Nath
Bio gene, Tata Rallis, Kaveri seeds.
Competition in our business is based on pricing, relationships with customers, product quality and innovation. We
may face pricing pressures from multinational companies that are able to produce crop care products at competitive
costs and consequently, supply their products at cheaper prices. Further, Indian chemical companies are faced with
research and development costs, distribution systems, spurious products, lack of awareness, genetically modified
crops, organic farming, high entry barriers and competition. We are unable to assure you that we shall be able to meet
the pricing pressures imposed by such multinational competitors which could adversely affect our profitability. Also,
see “Our Business – Competition” and “Industry Overview” on pages 235 and 134, respectively, for further details on
competitive conditions that we face across our various business segments. Additionally, some of our competitors may
have greater financial resources, technology, research and development capability, greater market penetration and
operations in diversified geographies and product portfolios, which may allow them to better respond to market trends.
Accordingly, we may not be able to compete effectively with our competitors across our product portfolio, which may
have an adverse impact on our business, financial condition, results of operations and future prospects.
There is no assurance that we will remain competitive with respect to technology, design, quality or cost. In addition,
our competitors may develop competing technologies that gain market acceptance before or instead of our products.
Our competitors’ actions, including expanding manufacturing capacity, expansion of their operations to newer
43geographies or product segments in which we compete, or the entry of new competitors into one or more of our markets
could cause us to lower prices in an effort to maintain our sales volume. Further, we may incur significant expense in
preparing to meet anticipated customer requirements that we may not be able to recover or pass on to our customers.
Increased competition may force us to improve our process, technical, product and service capabilities and/or lower
our prices, which may adversely affect our profitability and market share, in turn, affecting our business, financial
condition, results of operations and future prospects.
13. Newly developed products may replace our existing products and our research and development efforts may not
yield new products, processes and solutions consistently to enable us to remain competitive.
New seed varieties, plant supplements, crop care products and special formulations, may be developed, which may
replace our existing products and/or render our existing products obsolete. While we conduct research and
development to develop innovative and cost – effective products, and to broaden our product range, we may not be
able to develop new products consistently. For further information in relation to our R&D efforts, see “Our Business
– Our Business Operations” on page 219. Any reduction in the utility of our products in the agro-sciences industry or
in general including due to the emergence of cost effective and more efficient alternatives may have an adverse impact
on the demand for our products and consequently, may have a material adverse impact on our business, results of
operations, cash flows and financial condition.
14. We require certain licenses and permits, including material statutory clearances and approvals in the ordinary
course of business, and the failure to obtain or retain them in a timely manner may adversely affect our operations.
In India, we are required to obtain and maintain a number of statutory and regulatory permits and approvals under
central, state and local government rules, generally for carrying out business. These include approvals, licenses and
registrations under inter alia applicable laws such as the Water (Prevention and Control of Pollution) Act, 1974 and
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 Insecticides Act, 1968, The Fertilizer
(Inorganic, Organic or Mixed) (Control) Order, 1985, the Seeds Act, 1966 and the Seeds Rules, 1968, the Seeds
(Control) Order, 1983, Legal Metrology (Packaged Commodities) Rules, 2011, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Essential Commodities Act, 1955, the Factories Act, 1948 and trade, labour
and tax related approvals. For details, see “Key Regulations and Policies in India” beginning on page 238. Similarly,
our operations abroad are also subject to regulatory framework which require us to take permits, clearances and
approvals from appropriate authorities. A majority of these approvals are granted for a limited duration and require
renewal from time to time. While we have obtained a number of approvals required for our operations, we are still
awaiting some of these approvals. We have also applied for the renewal of certain key approvals in the ordinary course
of business such as the (i) seed licenses; (ii) professional tax registrations; (iii) shops and establishments licenses; (iv)
fire no-objection certificate; (v) trade licenses; (vi) licenses to sell fertilizers and insecticides and (viii) legal metrology
licenses. Further, we have also made applications, and in some instances, are yet to make applications, for updating
the address of the place of business across various states, for both, the Company and the Material Subsidiary, in relation
to certain key approvals such as (i) seed licenses; (ii) professional tax registrations; (iii) shops and establishments
licenses; (iv) GST registrations; (v) licenses to sell fertilizers and insecticides; (vi) registration under the EPF Act; and
(vii) TAN number registration. For details in relation to approvals that are currently pending, please see “Government
and Other Approvals - Material approvals pending in respect of our Company” and “Government and Other
Approvals - Material approvals pending in respect of our Material Subsidiary” on pages 387 and 391, respectively.
While we have made applications for renewal of certain approvals, we cannot assure that the approvals shall be
renewed. In addition, we may need to apply for additional approvals, including the renewal of approvals which may
expire from time to time, and approvals in the ordinary course of business. Any inability to renew these approvals may
have an adverse effect on our operations. Pursuant to the conversion of our Company into a public limited company,
we are also in the process of applying to various regulatory authorities for change in name of approvals obtained by
us, and have also made applications before various authorities for change in the name of our Company, in the ordinary
course of business. We cannot assure you that such approvals will be issued or granted to us, in a timely manner, or at
all.
Further, the trials, environmental release, and commercial use of our genetically engineered or transgenic hybrids in
India are subject to stringent regulatory approval processes governed by the Genetic Engineering Approval Committee
(“GEAC”) under the Ministry of Environment and Forests, Government of India, in accordance with the Environment
(Protection) Act, 1986. In addition, the government may enact laws or issue administrative orders that may make it
difficult for us to test, produce and market genetically engineered products in a timely manner or under technically or
commercially feasible conditions, or at all. Additionally, the Draft Seeds Bill 2019, proposed by the Ministry of
Agriculture & Farmers’ Welfare, if introduced, could require increased regulatory and compliance requirements
resulting in diversion of efforts and additional costs. Delays or failures in securing approvals, opposition from
stakeholders, and changes in regulatory policies could negatively impact our product development timelines, market
access, and financial performance.
44Similarly, in the state of Telangana, the issue of inclusion of non-notified varieties in the licenses is under examination
by the relevant authorities owing to a matter which is sub judice before the High Court of Telangana. If we fail to
obtain or are not able to renew any of these approvals, in a timely manner or at all, our business and operations may
be materially adversely affected. For details in relation to approvals, please see “Government and Other Approvals”
on page 386.
We may, in the future, be subjected to regulatory actions for violations of applicable regulations which could lead to
closure of our processing and manufacturing facilities, 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
processing and manufacturing facilities 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.
Further, the licenses, permits and approvals 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, permits and approvals. While we have not faced any instances of cancellation, revocation or
suspension of our material licenses, permits and approvals in Fiscals 2025, 2024 and 2023, a failure to comply with
such regulations could lead to enforced shutdowns and other sanctions imposed by the relevant authorities.
Additionally, if there is any failure by us to comply with the applicable regulations or if the regulations governing our
business are amended, we may incur increased compliance costs, be subject to penalties, have our licenses, approvals
and permits revoked or suffer a disruption in our operations, any of which may materially adversely affect our business
and results of operations.
15. We rely on contract labour for carrying out some of our seasonal activities at our production facilities, and any
shortage of such contract labour or work stoppages caused by disagreements with independent labour contractors
could adversely affect our business, financial condition and results of operations.
In order to retain flexibility, we rely on a significant number of contract labourers to perform various assignments and
operational processes for each crop season, such as loading and unloading activities, packaging, and transportation,
among others. The term of some of our arrangements with contract labour providers are typically for a period of one
year. Number of contract labourers engaged as of March 31, 2025, March 31, 2024 and March 31, 2023 are provided
below:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Number of contract labourers 442 402 222
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 stoppages caused by
disagreements with independent contractors could materially and adversely affect our business, financial condition
and results of operations. Although we may not engage this labour directly, we may be held responsible under the
provisions of 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. Any requirement to absorb such contract labour or to fund their wage requirements may have
an adverse impact on our results of operations and financial condition.
16. Our processing and manufacturing facilities, Registered Office and Corporate Office are located in Telangana,
India, which exposes our operations to potential geographical concentration risks arising from local and regional
factors which may adversely affect our operations and in turn our business, results of operations and cash flows.
As on the date of this Draft Red Herring Prospectus, our processing and manufacturing facilities which include our
Seed Processing Facility, Crop Care Products Manufacturing Facility, and Cob Drying Unit, and Registered Office
and Corporate Office are located in the state of Telangana, India. For details, see “Our Business – Processing and
Manufacturing Facilities” on page 229. As a result, our business is exposed to geographic concentration risk, as any
adverse local or regional developments could have a direct impact on our operations. Such risks include, but are not
limited to, political or social unrest, changes in local laws and regulations, economic instability, labour issues, natural
or man-made disasters such as floods, droughts, earthquakes or fires, adverse weather conditions, infrastructure
constraints, public health crises, demographic shifts, and other unforeseen events or circumstances.
Other than an instance of a fire breaking out at our Crop Care Products Manufacturing Facility in IDA Nacharam
(Telangana) in Fiscal 2024, we have not experienced any material disruptions at our processing and manufacturing
facilities in the last three Fiscals, though there can be no assurance that such disruptions will not occur in the future.
Any disruption to our operations at our manufacturing facilities may result in delays in production, inventory build-
up, supply chain issues, and the inability to fulfil customer orders in a timely manner. Any such adverse event may
45lead to a loss of customer confidence, cancellation of orders, potential penalties, and lead to an adverse impact on our
revenues and profitability.
Due to the geographic concentration in our manufacturing operations, any significant disruption at our manufacturing
facilities in Telangana could have a material adverse effect on our business operations, financial condition, results of
operations, and cash flows.
17. Our business is substantially dependent upon the experience and skill of our Promoters and Directors. Inability or
unwillingness of our Promoters, or one or more of our Directors to continue in their present positions, and inability
to retain skilled professionals including Key Managerial Personnel and Senior Managerial Personnel, could
adversely affect our business, results of operations and financial condition.
We are led by the guidance of our promoters, who have played an active role in our development and expansion, and
we benefit from their educational qualifications and significant experience in the agro-sciences industry. In addition,
we are led by a well-qualified, diverse and experienced Board of Directors, who have significant experience in our
industry. If any of our Promoters, or one or more of our 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.
In addition, our performance depends largely on the efforts and abilities of our skilled professionals including Key
Managerial Personnel and Senior Management Personnel. See “Our Management” on page 259. The table below sets
forth the attrition data of our employees on our payroll for the periods indicated:
Number of employees on our payroll* Average attrition rate**
March 31, 2023 977 3.01%
March 31, 2024 1,084 4.99%
March 31, 2025 1,215 4.36%
*Includes KMPs and SMPs
**Average attrition rate is calculated as number of employees left during the Fiscal divided by the sum of opening employees and closing employees
by two
Our managerial and other employees play a critical role in maintaining the quality, consistency, and reputation of our
products. The loss of employees, including Key Managerial Personnel and Senior Managerial Personnel, could
negatively impact our business operations and financial performance. Retaining experienced employees and attracting
qualified talent to meet customer demands is essential for our continued success.
Competition for skilled professionals is intense, particularly in the cities where we operate or plan to expand. Finding,
hiring, and training suitable replacements can be time-consuming, and obtaining or renewing necessary work permits
may present additional challenges. Furthermore, rising compensation levels may increase 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.
18. Certain of our Promoters and Directors are subject to certain criminal proceedings, and any adverse outcome in
such proceedings could adversely affect our reputation, business, financial condition and results of operations.
Our Promoters and Directors are involved in certain criminal proceedings, including a criminal case pertaining to the
theft of parent seeds and proprietary genetic material, pending before the Honourable Court of Principal Civil Judge
(Junior Division) and JMFC, Doddaballapura, Bangalore Rural District as well as the High Court of Karnataka, and a
case filed by the Inspector of Legal Metrology, Inspection Squad, Mysuru Division, for alleged violations of packaging
and labelling standards under the Legal Metrology Act, 2009, pending before the Principal Civil Judge and JMFC,
Periyapatna. While these matters are currently pending and no final determination has been made, there can be no
assurance that the outcome of such proceedings will be in favour of our Promoters and Directors. Any adverse
outcome, penalties, or liabilities arising from such proceedings could adversely impact our reputation and may have a
material adverse effect on our business, financial condition, results of operations and prospects. For further details, see
“Outstanding Litigation and Material Developments” on page 377.
19. Our Company and Subsidiary have filed applications for compounding for non-compliance with certain provisions
under Companies Act, 1956 and Companies Act, 2013. Consequently, we may be subject to adverse regulatory
actions and penalties for any past or future non-compliance and our business, financial condition and reputation
may be adversely affected.
In the past, we have had certain instances of non-compliance under the Companies Act, 1956 and Companies Act,
2013, where our Company and is Subsidiary have filed compounding applications for non-compliances in relation to:
46(a) Non-compliance by our Company with provisions of Section 135 of the Companies Act, 2013 (CSR) where
compounding application dated August 18, 2025 has been filed:
(i) Delayed constitution of the CSR Committee upon reaching the statutory net profit threshold.
(ii) Failure to formulate and disclose CSR policies and committee composition in timely Board reports.
(iii) Non-spending and non-transfer of the unspent CSR funds for several years.
(b) Non-compliance by our Subsidiary with provisions of Section 135 of the Companies Act, 2013 (CSR) where
compounding application dated August 14, 2025 has been filed:
(i) Failure to constitute a CSR Committee and have the Board assume and discharge CSR
functions/direct responsibilities in accordance with statutory amendments.
(ii) Failure to formulate and recommend a CSR policy, obtain Board approval, and make necessary
disclosures in the Board's Report.
(iii) Inadequate spending on mandated CSR activities and delayed transfer of unspent CSR funds to the
specified fund.
(c) Non-compliance by our Company with provisions of Section 139 of the Companies Act, 2013 (Statutory
Auditor Appointment/Reporting) where compounding application dated August 14, 2025 has been filed:
(i) Filing Form ADT-1 with inconsistent or incorrect tenures.
(ii) Occasional non-filing of Form ADT-1 following auditor appointments.
(d) Non-compliance by our Subsidiary with provisions of Section 77 of the Companies Act, 2013 (Registration
of Charges) where compounding application dated September 2, 2025 has been filed.
(i) This application was filed for failure to file particulars of charges (and their satisfaction) with the
Registrar of Companies within the statutory period, as required by Section 77 read with Section 86
of the Companies Act, 2013. Specifically, it involved:
(ii) Delayed filing of Form CHG-1 regarding creation of charges.
(iii) Incomplete records regarding charge satisfaction on auto loans.
(e) Non-compliance by our Company with provisions of Section 77 (of the Companies Act, 2013 (Registration of
Charges) where compounding application dated September 2, 2025 has been filed:
(i) The default comprised of not filing particulars of charges created in respect of various auto loans
within the prescribed timelines under Section 77(1) of the Act.
(ii) All charge filings (CHG-1) for several loans were delayed due to inadvertent procedural lapses
during a period of corporate restructuring, company conversion, and focus on other compliance
matters.
As of the date of this Draft Red Herring Prospectus, no penalties have been imposed by the RoC for the above
mentioned non compliances, however, we cannot assure you that the RoC will not take any action or impose any
penalty in the future in relation to such non-compliances. If we are subject to any further penalties or other regulatory
actions on account of the aforesaid non-compliance, our business, results of operation, financial condition and cash
flows could be adversely affected. We cannot assure you that such lapses will not occur in the future, or that we will
be able to rectify or mitigate such lapses in a timely manner or at all.
20. 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.
Our business depends on our estimate of the demand for our products from customers. As is typical in the agro-sciences
industry, we maintain a reasonable level of inventory of raw materials, work in progress and finished goods. The
demand for our products may be affected by factors such as weather conditions, availability of credit, overall
agricultural production and crop yields. If we overestimate demand for our products, we run the risk of being left with
a large inventory and will be required to incur costs associated with the proper storage and handling of excess products.
However, if we underestimate demand or have inadequate capacity due to which we are unable to meet the demand
47for our products, we may manufacture fewer quantities of products than required, which could result in the loss of
business. The table below contains the details of the inventory (days) as of March 31, 2025, March 31, 2024 and March
31, 2023:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Inventory Days 187 148 149
Note: “Inventory Days” are calculated as average inventory/ revenue multiplied by number of days in the Fiscal
21. We are dependent on the availability of timely and cost-efficient third-party transportation and logistics service
providers for certain operations including transportation of raw materials, distribution and delivery of our products.
Any defect, damage or destruction caused to our products could adversely affect our business, financial condition
and results of operations.
We rely on third party transportation and logistics providers for delivery of our raw materials and products. Disruptions
in logistics could impair our ability to procure raw materials and/or deliver our products on time, which could
materially and adversely affect our business, financial condition and results of operations.
We are subject to the risk of increases in freight costs. If we cannot fully offset any increase in freight costs, through
increase in the prices for our products, we would experience lower margins. We may be responsible for the transport
of our products and accordingly be exposed to the risk of theft, accidents, defect, damage and/or loss of our products
in transit. While there have been no material instances of theft, accident or loss in Fiscal 2025, Fiscal 2024 and Fiscal
2023, we cannot assure you that such incidents will not occur in future. Losses caused during transit and transportation
are covered by the logistics service providers and by our transit insurance. While there have been no material instances
of defect, damage or destruction caused to our products during the process of delivery in Fiscals 2025, 2024 and 2023,
any such occurrence in the future could result in serious liability claims (for which we may not be adequately insured)
which could have an adverse effect on our business, financial condition and results of operations.
22. Any unscheduled, unplanned or prolonged disruption of our manufacturing operations, such as, strikes and
lockouts, could materially and adversely affect our business, financial condition and results of operations.
Any unscheduled, unplanned or prolonged disruption of our manufacturing operations, 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 our ability to manufacture our products and adversely
affect sales and revenues from operations in such period. The occurrence of any such incidents could also result in the
destruction of certain assets and adversely affect our results of operations. Any such disruption may interrupt our
operations, which may interfere with our manufacturing process, requiring us to either stop our operations or repeat
activities that may involve additional time and increase our costs. Other than an instance of a fire breaking out at our
manufacturing facility in Nacharam (Telangana), though we have not faced any instances of such disruption in Fiscals
2025, 2024 and 2023, we cannot assure you that such instances will not occur in the future. Although we take
precautions to minimize the risk of any significant operational problems at our processing and manufacturing facilities,
any disruption of operations at our processing and manufacturing facilities, including due to any of the factors
mentioned above, may adversely impact our business, financial condition and results of operations.
Our operations are dependent on our machinery and equipment for manufacturing our products. Any significant
malfunction or breakdown of our machinery may entail significant repair and maintenance costs and cause delays in
our operations. While we have not faced any material instances of such malfunction or breakdown in Fiscals 2025,
2024 and 2023, we may in the future be subject to manufacturing disruptions due to contraventions by us of any of the
conditions of our regulatory approvals, which may require our processing and manufacturing facilities to cease, or
limit, production until the disputes concerning such approvals are resolved. As certain regulatory approvals are site
specific, we may be unable to transfer manufacturing or processing activities to another location immediately. We may
also be required to carry out planned shutdowns of our facilities for maintenance, statutory inspections and testing, or
may shut down certain facilities for capacity expansion and equipment upgrades. Further, we may also face protests
from local citizens at our existing facilities or while setting up new facilities, which may delay or halt our operations.
In the event of prolonged interruptions in the operations of our processing and manufacturing facilities, we may have
to purchase them locally in order to meet our customers’ requirements, which could affect our profitability.
23. The loss of recognition and accreditation for our facilities and operations could damage our reputation, business,
results of operations and cash flows.
We have received quality certifications such as ISO 9001:2015 for our quality management system. Our R&D
laboratory in Nacharam (Telangana) (for crop care products) has been granted an ISO/IEC 17025:2017 certificate for
meeting the ‘General Requirements for the Competence of Testing & Calibration Laboratories’ issued by NABL for
its testing facilities and both R&D laboratories in Nacharam (Telangana) (for seed products and crop care products) are
48recognised by the DSIR. In the event we are unable to comply with the accreditation criteria or if such agencies find
that we are not in compliance with the standards and norms prescribed, our accreditation may be revoked or we may
not be granted accreditation. To ensure continued accreditation with such agencies, we must ensure consistency and
maintain the prescribed norms in our processes. If we lose one or more of our accreditations or certifications, our
reputation and business prospects may be adversely affected.
24. Our Registered and Corporate Office, and processing and manufacturing facilities are partially located on land
held on a leasehold basis. If we are unable to renew existing leases or relocate our operations on commercially
reasonable terms, there may be a material adverse effect on our business, financial condition and operations.
Our Registered and Corporate Office is sub-leased to our Company from our Subsidiary pursuant to a sub-lease
agreement dated April 1, 2025. Our processing and manufacturing facilities are partially located on land held on a
leasehold basis, including certain portions of our Seed Processing Facility and our Crop Care Products Manufacturing
Facility, which are located on premises leased by our Company and our Subsidiary. Specifically, (i) a portion of our
Seed Processing Facility, measuring 4,046.24 square meters, is leased to our Company from our Subsidiary pursuant
to a lease agreement dated February 4, 2025; (ii) a portion of the Crop Care Products Manufacturing Facility,
measuring 1,953.00 square meters, is leased by our Subsidiary, from our Company (iii) a portion of the Crop Care
Products Manufacturing Facility, measuring 2,575.96 square meters, is leased by our Subsidiary, from our Group
Company, Srikar Organics (India) Limited (now known as Srikar Organics (India) Private Limited), pursuant to a
lease agreement dated April 1, 2025, (iv) another portion of the Crop Care Products Manufacturing Facility, measuring
2,128.00 square meters, is leased by our Subsidiary from our Promoter Group entity, Biogene Bioscience pursuant to
a lease agreement dated February 4, 2025, (v) one portion of our Crop Care Products Manufacturing Facility
measuring 1,953.00 square meters is leased by our Subsidiary from our Company pursuant to a lease agreement dated
February 4, 2025, and (vi) two portions of our Crop Care Products Manufacturing Facility, measuring 471.58 square
meters and 2,374.57 square meters respectively, is leased by our Subsidiary from a third party pursuant to lease
agreements dated August 4, 2025 and April 4, 2025 respectively.
The short-term nature of these leases exposes us to risks. There is no assurance that we will be able to renew these
agreements upon their expiry on terms acceptable to us, or at all. Any failure to renew these leases, or a renewal on
less favourable commercial terms, could require us to relocate our operations. Such relocation may lead to significant
disruptions in our manufacturing and processing activities, which could involve substantial expenses, including the
costs of identifying a suitable new location, acquiring it, and setting up the required infrastructure. Any such disruption
or additional cost could have a material adverse effect on our business, financial condition, results of operations, and
future prospects. Further, the terms of these lease agreements may impose conditions and restrictions that could limit
our ability to modify or expand these facilities as may be required to grow our business.
25. We operate our seed production farms and R&D farms which are located on land held on a leasehold basis.
We undertake seed production at our ‘seed production farms’ located across Andhra Pradesh, Karnataka, Telangana,
Chhattisgarh, Rajasthan, Haryana and Gujarat as of June 30, 2025, which we hold on a leasehold basis. We undertake
R&D activities for our seeds business through our ‘R&D farms’ spread across 188.16 acres as of June 30, 2025, located
in the states of Telangana, Karnataka, Rajasthan, Madhya Pradesh, Bihar and Uttar Pradesh, which we hold on a
leasehold basis.
Our ability to continue seed production and R&D at these locations is dependent on the continued validity and renewal
of the relevant lease agreements. These leases are subject to expiry and termination by either party under agreed terms.
In the event that any of these lease arrangements are not renewed upon expiry, or are otherwise terminated, we may
be required to vacate the premises at short notice. If we are unable to renew such lease agreements on the same or
similar terms, or if we are unable to identify and secure suitable alternate premises in a timely and cost-effective
manner, it may cause disruption to our manufacturing and administrative functions and activities conducted at our seed
production farms or R&D farms. This could lead to delays in production, supply chain disruptions, launch of new
products, increased operational costs, or even a temporary halt in business operations. In such cases, our reputation,
business continuity, financial condition, and results of operations may be materially and adversely affected. While we
have not faced any event of premature termination of lease with respect to seed production farms and R&D farms in
the past, we cannot assure that we will not face such events in the future. For details in relation to our seed production
farms and R&D farms, see “Our Business – Our Business Operations” on page 219.
Further, moving to new premises, if required, could involve significant relocation and also expenses, require re-
approvals from regulatory authorities, or lead to delays in setting up operations at the new site. Any of these
developments may have a material adverse impact on our overall operational efficiency and future growth prospects.
This may adversely impact the continuance of our operations and business.
4926. One of our Group Companies and Promoter Group entities are engaged in the similar line of business as of our
Company. We cannot assure that our Promoters will not favour the interests of such entity over our interest or that
the said entity will not expand its business which may increase our competition and may adversely affect business
operations and financial condition of our Company.
Srikar Seeds Private Limited, our Promoter Group Entity, and Srikar Organics (India) Private Limited, our Group
Company, are authorised to engage in a similar line of business as our Company. In order to avoid any instances of
conflict of interest, our Company has entered into agreements with Srikar Seeds Private Limited and Srikar Organics
(India) Private Limited, both dated September 2, 2025 (the “Non-Compete Agreements”). Pursuant to the Non-
Compete Agreements, both Srikar Seeds Private Limited and Srikar Organics (India) Private Limited have agreed to
not carry on any business which would compete with the business of our Company. However, we cannot assure that
our Promoters who have common interest in said entities will not favour the interest of the said entities. Conflicts of
interests may arise in allocating business opportunities amongst us and aforesaid entities in circumstances where our
respective interests diverge. In cases of conflict, our Promoters may favour other entities in which our Promoters have
interests. There can be no assurance that our Promoters or our Group Companies will not compete with our existing
business or any future business that we may undertake or that their interests will not conflict with ours. Any such
present and future conflicts could have a material adverse effect on our reputation, business, results of operations and
financial condition which may adversely affect our profitability and results of operations.
27. Our inability to protect and further strengthen and enhance our brand and business reputation could adversely
affect our business prospects and financial performance.
Our business reputation and the brand under which we market our products are critical to the success of our business.
Various factors, some of which are beyond our control, are critical for maintaining and enhancing our brand, which
may negatively affect our brand if not properly managed. These include our ability to effectively manage the quality
of our products and services and address grievances; increase brand awareness among existing and potential customers;
adopt new technologies or adapt our systems to user requirements or emerging industry standards; and protect the
intellectual property related to our brand. Unsuccessful service and solution introductions may also erode our brand
image. Any damage to our brand, if not immediately and sufficiently remedied, could have an adverse effect on our
reputation, competitive position, business, results of operations and financial condition. Our success in marketing our
products depends on our ability to adapt to a rapidly changing marketing and media environment, including our
increasing reliance on direct promotional initiatives. The table below sets forth details of our expenditure on marketing
and sales in the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a Amount As a Amount As a
(in ₹ million) percentage of (in ₹ million) percentage of (in ₹ percentage of
Revenue from Revenue from million) Revenue from
Operations (in Operations (in Operations (in
%) %) %)
Marketing and Sales 432.10 9.79% 419.55 11.91% 294.48 10.91%
There can be no assurance that our business promotion efforts will be successful in maintaining our brand and its
perception with our customers. Also, we may not necessarily increase or maintain our business promotion expenses in
proportion to our growth in the future, which may result in limited marketing initiatives. Our inability to adapt to
evolving marketing trends at the same pace as our competitors may adversely affect our ability to effectively compete
in terms of our brand equity. Our brand could also be harmed if our products and services fail to meet the expectations
of our customers, if we fail to maintain our established standards or if we become the subject of any negative media
coverage. Our failure to develop, maintain and enhance our brand may result in decreased revenue and loss of
customers, and in turn adversely affect our business, financial condition and results of operations.
28. The increasing adoption of alternative pest management and crop protection methods, including biotechnology
products, genetically modified crops, and natural farming practices, may reduce demand for our products and
adversely affect our business, financial condition, and results of operations.
Alternative plant supplements and crop protection measures, such as, biotechnology products, pest resistant varieties,
genetically modified crops and natural farming practices may reduce the demand of our products. In particular,
genetically modified crops are crops whose DNA has been altered to provide them with certain desirable
characteristics. The characteristics are usually targeted at higher yields, lower sensitivity to weather conditions, and
resistance to common pests. In particular, significant research is being carried out to develop and commercialize traits
that carry resistance to many of the pests, such as insects and diseases, for which farmers currently use crop protection
products. Successful commercialization of such traits may result in lower demand for certain of our products.
Conversely, there have been instances of species of weeds and insects evolving to have resistance to agrochemicals
products designed to control or eradicate them. Such resistance may result in reduced demand for the affected products,
50which may not be offset by increased sales of alternative products. If we fail to adapt our product range to respond to
such developments, demand for our products or their price may decline and adversely affect our business and results
of operations.
29. We have entered into technical collaboration agreements in relation to crop protection and seed life enhancement
with certain entities as part of our R&D initiatives. We cannot assure you that such agreements will not be
terminated or discontinued.
We have entered into technical collaboration agreements with certain entities to advance our R&D capabilities to
develop high-yielding and pest-tolerant seed products. We have entered into a non-exclusive, non-transferable
technology sub-licence agreement and trademark sub-licence agreement with an entity (the “Sub-licence
Agreement”) for the use of its technology for crop enhancement. Further, we have also entered into a technology
license agreement for the non-exclusive, non-transferable license to use and commercialize a polymer composition
technology for seed coating in India. We cannot assure you that these arrangements will not be terminated or
discontinued, or that we would be able to successfully develop the intended products, or that such products once
developed will be successfully commercialized. Further, we cannot assure that these entities will agree to enter into
arrangements to license new technologies on terms favourable to us or at all. Further, due to non-exclusiveness of
existing agreements with us, these entities may have similar licensing or sub-licensing relationships with any of our
competitors or may prefer to produce, market and sell products itself based on these technologies, which may lead to
increased competition.
If any of these situations occur, including increased competition in the market, our operating margins may be strained
which could materially and adversely affect our business, financial condition, results of operations and prospects.
30. There are outstanding litigations pending against our Company, our Subsidiary, Directors and Promoters, which,
if determined adversely, could affect our operations. We could suffer significant litigation expenses in defending
these claims and could be subject to significant damage, compensation, or other remedies, which could adversely
affect our reputation, business, results of operations, financial conditions and cash flows.
There are outstanding legal proceedings involving our Company, our Subsidiary, Directors and Promoters. These
proceedings are pending at different levels of adjudication before various and regulatory authorities. Such proceedings
could divert management time and attention and consume financial resources in their defence. Furthermore, any
adverse judgment in some of these proceedings could adversely affect our business, results of operations, profitability
and margins, cash flows and financial condition.
A summary of the outstanding proceedings involving our Company, our Subsidiary, Directors, Promoters, Key
Managerial Personnel and the Senior Management in accordance with requirements under the SEBI ICDR
Regulations, to the extent quantifiable, have been set forth below.
Category of Individuals/ Criminal Tax Statutory or Disciplinary Material civil Aggregate
Entity Proceedings Proceedings Regulatory actions by the litigation as amount
Proceedings SEBI or per the involved (in ₹
Stock Materiality million)*
Exchanges Policy
against our
Promoters
Company
By the Company 22 N.A. N.A. N.A. Nil 6.78
Against the Company 18 2 Nil N.A. Nil 68.83
Directors#
By the Directors 1 N.A. N.A. N.A. Nil Nil
Against the Directors 1 Nil Nil N.A. Nil Nil
Promoters
By the Promoters 2 N.A. N.A. N.A. Nil Nil
Against the Promoters 4 1 Nil Nil Nil 0.27
Subsidiary
By the Subsidiary 72 N.A. N.A. Nil Nil 19.87
Against the Subsidiary 11 8 Nil N.A. Nil 11.31
KMPs#
By the KMPs Nil N.A. Nil N.A. N.A. Nil
Against the KMPs Nil N.A. Nil N.A. N.A. Nil
SMPs
By the SMPs Nil N.A. Nil N.A. N.A. Nil
Against the SMPs Nil N.A. Nil N.A. N.A. Nil
* To the extent quantifiable
51# Excluding the Promoters
As of the date of this Draft Red Herring Prospectus, there are no legal proceedings involving our Group Companies
that may have a material impact on our Company. For further details, see “Outstanding Litigation and Material
Developments” on page 377.
There can be no assurance that these legal proceedings will be decided in our favour. Decisions in such proceedings
adverse to our interests may materially and adversely affect our reputation, business, results of operations, profitability
and margins, cash flows and financial condition.
31. The prices of cotton seeds in India are subject to government price controls.
The prices of cotton seeds are subject to price controls imposed by government authorities. The sale of cotton
contributed 7.59%, 15.16% and 15.58% to our revenue from operations in Fiscal 2025, Fiscal 2024, and Fiscal 2023
respectively. We are subject to pricing regulations with respect to cotton seeds under the Essential Commodities Act,
1955, the Seeds Act, 1966 and the Cotton Seeds Price (Control) Order, 2015. Further, the Essential Commodities Act,
1955 also provides for government control in relation to the supply, distribution and trade of certain notified
commodities, which includes cotton. For details, see “Key Regulations and Policies in India” on page 238. This may
impact our revenue from cotton seeds as well as our profit margins and we cannot guarantee we will remain unaffected
from these governmental cotton price controls and regulations in the future. We cannot foresee whether the prices of
our cotton seeds will become non-remunerative in the future, which could have an adverse impact on our business
prospects and results of operations.
32. The degree certificates and marksheets of certain of our Directors, Key Managerial Personnel and Senior
Management are not traceable.
Linga Mallikharjuna Rao, the Whole-time Director of our Company has been unable to trace copies of his master’s
degree in business administration from Alagappa University. Karunasree Samudrala, an Independent Director of our
Company has been unable to trace copies of her bachelor’s degree in commerce from Kakatiya University, J Sanjeev
the Chief Financial Officer of our Company, has been unable to trace copies of his master’s degree in business
administration from ISBM University, Syed Wasim, the Company Secretary, Compliance Officer and Legal Head of
our Company has been unable to trace copies of his bachelor’s degree in commerce from Osmania University and
bachelor’s degree in law from Sultan Uloom College, Koya Srinivasa Rao, the Head of Sales and Marketing of our
Subsidiary has been unable to trace copies of his master’s degree in science (agriculture) with specialisation in
entomology from Govind Ballabh Pant University of Agriculture and Technology and his post graduate diploma in
marketing management from Annamalai University, B. Raj Bharath, the Production Head of our Subsidiary has been
unable to trace copies of his bachelor’s of engineering degree from Vinayak Missions University and Ravikanth
Gonuguntla, the Head of Operations of Production Department of our Subsidiary has been unable to trace copies of
his bachelor’s degree in computer science and engineering from Jawaharlal Nehru Technological University,
Hyderabad. While our Directors, KMPs and SMPs have written emails to the concerned university requesting for a
copy of the degree certificates, a response from the respective universities is awaited. There is no assurance that the
universities will respond to such emails in a timely manner, or at all. Accordingly, reliance has been placed on
marksheets and provisional degrees furnished by such Directors, KMPs and SMPs to us and the BRLMs to disclose
details of their educational qualifications in this Draft Red Herring Prospectus. Further, there can be no assurances that
they will be able to trace the relevant documents pertaining to their educational qualifications in future or at all. For
details of their profile, see “Our Management” on page 259.
33. The logo and the words “Eldorado Agritech” and “Eldorado” used by our Company are
not registered under the Trade Marks Act, 1999. Failure to protect our intellectual property rights may adversely
affect our competitive business position, financial condition and profitability.
We have made applications dated August 4, 2025 to obtain registration of our logo and the
words “Eldorado Agritech” and “Eldorado” under the Trade Marks Act, 1999. In case we are not able to register our
logo, we may face risks of third parties using our logo. Until such time it is granted protection, we may have limited
legal recourse in case of unauthorized use or infringement by third parties. While we intend to defend against any
threats to our intellectual property, we cannot assure you that our intellectual property rights can be adequately
protected in a timely manner. For details, see “Government and Other Approvals – Approvals obtained by Our
Company – Intellectual Property” and “Government and Other Approvals – Approvals obtained by Our Material
Subsidiary – Intellectual Property” on pages 389 and 394.
If we fail to register the appropriate intellectual property, or our efforts to protect relevant intellectual property prove
to be inadequate, the value attached to our brand and proprietary property could deteriorate, which could have a
material adverse effect on our business growth and prospects, financial condition, results of operations, and cash flows.
As a result, we cannot be certain that our technical knowledge will remain confidential in the long run. While there
52have been no instances in Fiscal 2025, Fiscal 2024 and Fiscal 2023, in relation to the illegal use and impersonation of
our trademark, logos or wordmarks by third parties, there is no assurance that such incidents will not occur in the
future and adversely affect our business and results of operations.
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. We
may therefore be susceptible to claims from third parties asserting infringement and other related claims. If claims or
actions are asserted against us, we may be required to litigate on such claims. In addition, we may decide to settle a
claim or action against us, the settlement of which could be costly. We may also be liable for any past infringement.
This could have an adverse effect on our business, results of operations and damage our reputation.
Any adverse findings in infringement proceedings or inability to protect or enforce our intellectual property could
harm our brand, disrupt operations, and negatively affect our business, financial condition, and reputation.
34. We have certain contingent liabilities which, if materialized, may adversely affect our financial condition.
As of March 31, 2025, our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent
Assets, that have not been provided for in our results of operations were as follows:
Particulars As on March 31, 2025
(in ₹ million)
Income Tax Demands 52.45
GST Demands 8.60
Total 61.05
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” on page 284.
35. We are exposed to risks in relation to discounts offered to our customers. Any delay in receiving payments, or the
non-receipt of payments due to a return of our products or otherwise may adversely impact our business and cash
flows.
We typically return or adjust money received from customers in the event that they return our products or cancel their
orders, and we also offer discounts to customers on advance bookings made by them on our products. These activities
are recorded as discounts in our Restated Consolidated Financial Information. The table below sets forth details of the
discounts for Fiscals 2025, 2024 and 2023, including as a percentage of gross revenue:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a % of Amount As a % of Amount As a % of
(in ₹ million) Gross Revenue (in ₹ million) Gross Revenue (in ₹ million) Gross Revenue
Discounts 677.25 13.30% 537.98 13.25% 377.95 12.29%
We may be unable to predict or estimate the actual amount involved in future returns, cancellations or discounts, which
could lead to financial instability and adversely affect our ability to prepare our budgets or plan our growth strategy.
36. We are susceptible to risks relating to unionization of the employees employed by us.
We cannot assure that our employees will not unionize, or attempt to unionize in the future or, that they will not
otherwise seek higher salary and enhanced employee benefits. While we have not faced such instances in Fiscals 2025,
2024 and 2023, we cannot assure that we will not experience disruptions in our work due to disputes or other problems
with our workforce. 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.
37. We may not accomplish our growth strategy, and our business may suffer if we fail to manage our growth efficiently
or effectively, which could adversely affect our reputation, results of operations, financial conditions, cash flows
and reduce our profitability.
We aim to continue to explore viable means to consolidate the position of our operations for competitively positioning
us in the domestic and overseas market. There can be no assurance, however, that we shall be successful in our
expansion plans. If we fail to improve our existing systems or controls or to manage growth and expansion effectively,
or if the cost of such expansion or growth exceeds the revenues generated by our efforts, we may fail in our strategy
and our business, financial condition and results of operations could be adversely affected. We expect our future
53growth to place significant demands on our resources as well as our management. This shall require us to continuously
evolve and improve our operational, financial and internal controls across our organization.
As part of our strategy aimed towards business growth and improvement of market position, we intend to implement
several business strategies, which include:
• Increasing market share in existing geographies, and also expand into untapped states in India as well as
international markets;
• Continued focus on our R&D capabilities and development of new products;
• Focus on expanding production capacities, operational efficiency and backward integration; and
• Strengthening our business through effective branding and promotional activities.
These strategies are subject to certain risks and uncertainties. Our strategies may not succeed due to various factors,
including our inability to reduce our operating costs, our failure to develop services with sufficient growth potential
as per the changing market preferences and trends, our failure to sufficiently upgrade our infrastructure, machinery,
automation, equipment and technology as required to cater to the requirement of changing demand and market
preferences, our failure to maintain highest quality and consistency in our operations or to ensure scaling of our
operations to correspond with our strategy and customer demand, our inability to respond to regular competition, and
other operational and management difficulties. Any failure on our part to implement our strategies due to many reasons
as aforesaid could be detrimental to our long-term business outlook and our growth prospects and may materially,
adversely affect our business, financial condition and results of operations. For further details of our strategies, see
“Our Business” on page 203.
There can be no assurance that our personnel, systems, procedures and controls shall be adequate to support our future
growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may
adversely affect our growth prospects. Any of the challenges highlighted above may cause us to delay, modify or
forego some or all aspects of our expansion plans. Further, there can be no assurance that we shall be able to execute
our strategies on time and within the budget, as and when estimated by the Company.
38. Our business is sensitive to threats and challenges which impact the agro-sciences industry, such as seasonal
variations and adverse weather conditions. 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 is sensitive to seasonal variations and adverse weather conditions which impact the agro-sciences
industry, such as irregular monsoons, droughts, unseasonal rains, and heatwaves. The weather can affect the presence
of pest infestations in the short term on a regional basis, and accordingly, may adversely affect the demand for our
products. Adverse conditions, especially drought conditions, can result in significantly lower than normal crop
plantings and yields for our customers and therefore lower demand for our products. This can result in our sales in a
particular region varying substantially from year to year. Weather conditions can also result in earlier or later plantings
and affect the levels of pest infestations, which may affect both the timing and volume of our sales or the product mix.
Adverse weather conditions may also cause volatility in the prices of commodities, which may affect farmers’
decisions about the types and quantum of crops to plant and may consequently affect the sales of our products. As per
the F&S Report, some of the primary concerns for the Indian agriculture sector are climate change, and resource
scarcity. The increasing concern over climate change may also result in enhanced regional and global legal and
regulatory requirements to reduce or mitigate the effects of greenhouse gases, as well as more stringent regulation of
water rights. In the event that such regulations are enacted and are more aggressive than the sustainability measures
that we are currently undertaking to monitor our emissions, improve our energy efficiency, and reduce and reuse water,
we may experience significant increases in our costs of operations. While our business has not been materially
impacted by any such adverse climatic conditions in Fiscals 2025, 2024 and 2023, there can be no assurance that such
instances will not occur in the future.
39. We rely on our information technology systems to manage parts of our business, and any failure of our information
systems could disrupt our operations.
We rely on our information technology systems for managing several integral parts of our business and use information
systems in connection with our production activities, management of our supply chain, research and development,
accounting and certain other functions. However, we cannot assure you that failure of our information technology
systems will not result in business interruptions such as loss of data, disruptions in our supply chain management and
unanticipated increases in costs, all or any of which could adversely affect our business, financial condition, results of
operations and prospects. While we have not faced any material instances of loss of data, disruptions in our supply
54chain management and unanticipated increases in costs in Fiscals 2025, 2024 and 2023, we cannot assure you that
such instances will not occur in the future.
40. Our past performance may not be indicative of our future growth. Any inability to effectively manage our growth
and expansion may have a material adverse effect on our business prospects and future financial performance.
The following table sets forth our revenue from operations, revenue growth rate year-on-year, EBITDA and profit
after tax for the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (in ₹ million) 4,414.81 3,522.02 2,698.14
Revenue growth rate YoY (in %) 25.35% 30.54% NA
EBITDA (in ₹ million) 1,110.76 757.04 454.45
EBITDA growth rate YoY (in %) 46.72% 66.58% NA
Profit/(loss) for the period/year ended (in ₹ 718.60 487.78 293.30
million)
Profit/(loss) for the period/year growth rate YoY 47.32% 66.31% NA
(in %)
Sustaining our growth will require investments including in assets, expansion of our operations and will also put
pressure on our ability to effectively manage and control emerging risks. There can be no assurance that our growth
strategy will be successful or that we will be able to continue to maintain and expand our business at the same rate.
Any expansion in the size of our business and the scope and complexity of our operations could strain our internal
control framework and processes, which may result in delays, increased costs, loss of existing customers and an
inability to secure new customers and lower quality services. We may be unable to effectively manage this growth or
achieve the desired profitability in the expected timeframe or at all.
41. Manufacture of our crop care products uses chemicals as raw materials. Our manufacturing process involves the
manufacture, usage, storage and transportation of various chemical and active ingredients. Non-compliance with
and adverse changes in applicable health, safety, labour and environmental laws may adversely affect our business,
cash flows, results of operations and financial condition.
Our manufacturing processes involve the manufacturing, storage and transportation of various hazardous substances.
Accordingly, while we believe we have invested in engineering and safety infrastructure, provided adequate training
to our employees and engaged external and internal experts, we may still be subject to operating risks associated with
handling of hazardous materials such as possibility for leakages and ruptures from containers, and the discharge or
release of toxic or hazardous substances. While there have been no work-related accidents in Fiscals 2025, 2024 and
2023, in the event of occurrence of any such accidents, our business operations may be interrupted. Any of these
occurrences may result in the shutdown of one or more of our processing and manufacturing facilities and expose us
to civil or criminal liability, including significant penalties, which could have an adverse effect on our results of
operations and financial condition. Moreover, certain environmental laws impose strict liability for accident/damages
resulting from hazardous substances and any failure to comply with such laws may lead to penalties, fines and
imprisonment.
In addition to natural risks such as earthquake, flood, lightning, cyclones and wind, other hazards, such as fire,
structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause
significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and
contamination of, or damage to, the environment and may result in the suspension of operations.
We are subject to safety, health, labour and environmental protection laws and regulations, all of which we are required
to comply with in the course of our operations and our manufacturing processes which involve manufacturing, storage
and transportation of various hazardous substances. Environmental regulations impose controls on air and water
release or discharge, noise levels, storage handling and the treatment, processing, handling, storage, transport or
disposal of hazardous materials. In case of any change in environmental regulations, we may be required to invest in,
among other things, environmental monitoring, pollution control equipment, and other expenditure to comply with
environmental standards. Any failure on our part to comply with any existing or future regulations may result in legal
proceedings, including public interest litigation being commenced against us, third party claims or the levy of
regulatory fines. Further, any violation of the environmental laws and regulations may result in fines, criminal
sanctions, revocation of operating permits, or shutdown of our facilities and laboratories.
5542. Any failure to protect our processes, technologies, product patents or our intellectual property rights 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. While we have not detected any previous violations or misappropriation of our
proprietary technologies, processes or confidential information in Fiscals 2025, 2024 and 2023, any unauthorized use
or disclosure in the future could adversely affect our business, financial condition, and results of operations.
We have registered 33 trademarks in the India and our Company has filed 506 applications in India to register
trademarks. For details, see “Government and Other Approvals – Approvals Obtained by Our Company – Intellectual
Property and Government and Other Approvals – Approvals Obtained by Our Material Subsidiary – Intellectual
Property” on pages 389 and 394, respectively. For products licenced for manufacturing under section 13 of the
Insecticides Act, 1968, the licence allows our Company to legally market and sell its agrochemical products within a
particular jurisdiction. Patents grant a company exclusive rights to their innovations, preventing competitors from
copying, manufacturing, selling, or importing the patented product without permission. Infringement of any of our
process or product patents could have a material impact on our business and operations. We have nine patent
applications under process as of date of this Draft Red Herring Prospectus.
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 in Fiscals 2025, 2024 and
2023, 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.
43. We have indebtedness which requires significant cash flows to service and limits our ability to operate freely. 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.
As at June 30, 2025, we had outstanding borrowings of ₹2,875.58 million. For further details on our indebtedness, see
“Financial Indebtedness” on page 348.
We have entered into short-term and long-term loan agreements with certain banks and financial institutions, which
typically contain restrictive covenants. The restrictive covenants could include the requirement for 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, amendment of constitutional documents of the borrower as well as restrictions that affect our ability
to declare dividends, issue and allot any securities and their ability to obtain additional loans.
Further, 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. Our financing
agreements also require us to comply with certain financial covenants including the requirements to maintain, specified
debt-to- equity ratios. There can be no assurance that we will be able to comply with these financial or other covenants
either currently or in the 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 we have not encountered such instances in Fiscals 2025, 2024
and 2023, there is a possibility that our lenders may impose penalties, additional interests and/or fees on the loans, or
call an event of default which could lead to acceleration or termination of such borrowings, all of which could adversely
affect our business, operations and financial condition.
In addition, 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” beginning on page
348 of this Draft Red Herring Prospectus. 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
56funding may be temporarily impacted, which may have an adverse effect on our business, results of operations,
financial condition.
44. We have had instances of delays in payments of statutory dues by our Company and our Subsidiary. Any delays in
payment of statutory dues may attract financial penalties from the respective government authorities and in turn
may have an adverse impact on our financial condition and cash flows.
We are subject to ongoing reporting and compliance requirements and are required to make payments of periodic
statutory dues, which we may not be able to undertake at all times. Details of statutory dues paid by our Company for
in Fiscal 2025, Fiscal 2024, Fiscal 2023 are as provided below:
Particulars Number of employees to whom Statutory dues paid Statutory dues unpaid*
payable (in ₹ million) (in ₹ million)
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023 2025 2024 2023
The Employees Provident 493 336 265 27.47 22.21 15.23 - - -
Fund and Miscellaneous
Provisions Act, 1952
Employee State Insurance 73 22 5 0.62 0.19 0.03 - - -
Act, 1948
Professional Taxes 911 824 440 1.79 1.64 0.94 - - -
Income Tax Act, 1961 45 31 26 34.70 25.50 22.50 - - -
(TDS on Salary)
Income Tax Act, 1961 - - - 6.31 5.52 3.35 - - -
(TDS on Others)
Income Tax Act, 1961 - - - 0.15 0.19 0.00 - - -
(TCS)
Income Tax Act, 1961 - - - 10.00 18.81 26.69 - - -
(Annual Return)
Goods and Services Tax - - - 0.10 0.07 0.07 - - -
Act, 2017
*As on the date of this Draft Red Herring Prospectus.
Details of statutory dues paid by our Subsidiary for in Fiscal 2025, Fiscal 2024, Fiscal 2023 are as provided below:
Particulars Number of employees to whom Statutory dues paid Statutory dues unpaid*
payable (in ₹ million) (in ₹ million)
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023 2025 2024 2023
The Employees Provident 176 61 54 3.39 3.35 3.13 - - -
Fund and Miscellaneous
Provisions Act, 1952
Employee State Insurance 6 3 2 0.04 0.02 0.02 - - -
Act, 1948
Professional Taxes 191 215 175 0.36 0.45 0.40 - - -
Income Tax Act, 1961 6 8 10 14.04 11.74 11.20 - - -
(TDS on Salary)
Income Tax Act, 1961 - - - 5.97 4.38 2.73 - - -
(TDS on Others)
Income Tax Act, 1961 - - - - 0.00 0.00 - - -
(TCS)
Income Tax Act, 1961 - - - 40.00 17.55 29.57 - - -
(Annual Return)
Goods and Services Tax - - - 375.29 242.80 156.46 - - -
Act, 2017
*As on the date of this Draft Red Herring Prospectus.
There have been no instances of non-payment or defaults in the payment of undisputed statutory dues by our Company
in Fiscal 2025, Fiscal 2024, Fiscal 2023, except as follows:
57Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number Amount Number Number Amount Number Number Amount Number
of delayed of Delays of delayed of delays of delayed of delays
instances (in ₹ (in days) instances (in ₹ (in days) instances (in ₹ (in days)
million) million) million)
The Employees - - - - - - - - -
Provident Fund
and
Miscellaneous
Provisions Act,
1952
Employee State 10 0.53 1 - 168 10 0.11 27 - 180 11 0.03 27 - 221
Insurance Act,
1948
Professional 2 0.29 7 - 31 2 0.23 2 - 30 4 0.30 1 - 6
Taxes
Income Tax Act, - - - 1 1.94 22 - - -
1961 (TDS on
Salary)
Income Tax Act, - - - 4 2.53 22 - 67 - - -
1961 (TDS on
Others)
Income Tax Act, - - - - - - - - -
1961 (TCS)
Income Tax Act, - - - - - - - - -
1961 (Annual
Return)
Goods and 2 0.02 2 - 5 - - - -
Services Tax Act,
2017
Total 14 0.84 - 17 4.81 - 15 0.33 -
There have been no instances of non-payment or defaults in the payment of undisputed statutory dues by our Subsidiary
in Fiscal 2025, Fiscal 2024, Fiscal 2023, except as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number Amount Number Number Amount Number Number Amount Number
of delayed of delays of delayed of delays of delayed of delays
instances (in ₹ (in days) instances (in ₹ (in days) instances (in ₹ (in days)
million) million) million)
The Employees - - - - - - - - -
Provident Fund
and
Miscellaneous
Provisions Act,
1952
Employee State 8 0.02 13 - 136 10 0.02 27 - 180 9 0.01 27 - 203
Insurance Act,
1948
Professional 2 0.06 7 - 31 2 0.08 2 - 30 3 0.10 1 - 10
Taxes
Income Tax - - - 1 0.97 22 - - -
Act, 1961 (TDS
on Salary)
Income Tax - - - 4 0.14 22 - - -
Act, 1961 (TDS
on Others)
Income Tax - - - - - - - - -
Act, 1961 (TCS)
Income Tax - - - - - - - - -
Act, 1961
(Annual Return)
Goods and 1 0.57 4 - - - - - -
Services Tax
Act, 2017
Total 11 0.65 - 17 1.21 - 12 0.11 -
58Any further delay in payment of statutory dues in addition to those highlighted above, which may arise in the future
could lead to imposition of financial penalties from the relevant government authorities which in turn may have a
material adverse impact on our business, financial condition and cash flows.
45. 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 businesses. For details in relation to categories of insurance policies maintained
by us, see “Our Business - Insurance” on page 235. These insurance policies are typically valid for a year and are
renewed annually. We cannot assure you that the renewal of our insurance policies in the future will be granted in a
timely manner, at acceptable cost or at all. Details of our insurance coverage as of Fiscals 2025, 2024 and 2023, are as
provided below:
Particulars As of March As of March As of March
31, 2025 31, 2024 31, 2023
Insurance coverage (A) (in ₹ million) 3,503.34 1,172.89 1,101.78
Net assets(B) (in ₹ million)* 2,923.49 1,824.25 1,518.25
Insurance coverage % (A/B) 119.83% 64.29% 72.57%
*Net assets includes Property, Plant and Equipment (other than Land), Capital Work-In-Progress and Inventories
Our insurance may not be adequate to completely cover any or all our risks and liabilities. There can be no assurance
that any claim under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have
taken sufficient insurance to cover all our losses. Our inability to maintain adequate insurance cover in connection
with our business could adversely affect our operations and profitability. Our insurance claims during Fiscals 2025,
2024 and 2023 aggregated to ₹221.77 million and are currently under processing. To the extent that we suffer loss or
damage as a result of events for which we are not insured, or for which we did not obtain or maintain insurance, or
which is not covered by insurance or exceeds our insurance coverage or where our insurance claims are rejected, the
loss would have to be borne by us and our results of operations, financial performance and cash flows could be
adversely affected. While we have not faced any such instances during Fiscals 2025, 2024 and 2023 which led to a
material adverse effect on our business or operations, if our losses significantly exceed or differ from our insurance
coverage or cannot be recovered through insurance in the future, our business, results of operations, financial condition
and cash flows could be adversely affected. If insurance coverage, customer indemnifications and/or other legal
protections are not available or are not sufficient to cover risks or losses, it could have a material adverse effect on our
business, results of operations, financial condition and cash flows.
46. 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 entered into transactions with related parties in the past and from, time to time, we may enter into related
party transactions in the future. For details relating to our related party transactions, please see “Restated Consolidated
Financial Information –Note 2.37 – “Related Party Transactions” on page 332.
Details our related party transactions in the ordinary course of business during Fiscals 2025, 2024 and 2023 are
provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, except percentages)
Related party- Asset transaction 149.70 35.29 29.59
Total Assets 6,576.67 4,451.53 3,105.06
As a percentage (%) of Total Assets 2.28% 0.79% 0.95%
Related party- Expense transaction 141.38 61.92 58.92
Total Expense 3,586.83 2,959.19 2,348.67
As a percentage (%) of Total expense 3.94% 2.09% 2.51%
Related party- Borrowings availed/(Repaid) 90.18 22.20 25.78
Total Borrowings 2,728.49 1,574.63 1,076.83
As a percentage (%) of Total borrowings 3.31% 1.41% 2.39%
While all related party transactions in Fiscals 2025, 2024 and 2023 have been conducted on an arm’s length basis there
can be no assurance that we might not have obtained more favourable terms had such transactions been entered into
with unrelated parties. While we shall endeavour to conduct all related party transactions post listing of the Equity
Shares subject to the Board’s or Shareholders’ approvals, as applicable, and in compliance with the applicable
accounting standards, provisions of Companies Act, 2013, provisions of the SEBI Listing Regulations and other
applicable laws, such related party transactions may potentially involve conflicts of interest. While our Company will
59endeavour to duly address such conflicts of interest as and when they may arise, there can be no assurance that these
arrangements in the future, or any future related party transactions that we may enter, individually or in the aggregate,
will not have an adverse effect on our business, financial condition and results of operations.
47. We have unsecured borrowings that are repayable on demand.
As on June 30, 2025, we have unsecured borrowings of ₹64.60 million repayable on demand. The said unsecured loans
are availed for the purpose of meeting the working capital requirements. If the said funds are demanded for repayment
at any period and we are not in a position to arrange for the interim funds to meet our working capital, such working
capital funding may be temporarily impacted, which may have an adverse effect on our business, results of operations,
financial condition. For details with respect to the borrowings repayable on demand, see “Financial Indebtedness”
beginning on page 348 of this Draft Red Herring Prospectus.
48. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including
prior shareholders’ approval.
We propose to utilize the Net Proceeds towards (i) prepayment or repayment of a portion of certain outstanding
borrowings availed by our Company and its Subsidiary; and (ii) general corporate purposes. For details, see “Objects
of the Offer” on page 104. The planned use of the Net Proceeds is based on current conditions and is subject to changes
in external circumstances, costs, other financial conditions or business strategies. The deployment of the Net Proceeds
is based on management estimates, current circumstances of our business, prevailing market conditions and has not
been appraised by any bank, financial institution or other independent party. These estimates may be inaccurate, and
we may require additional funds to implement the purposes of the Offer. Accordingly, at this stage, we cannot
determine with any certainty if we will require the Net Proceeds to meet any other expenditure or fund any exigencies
arising out of the competitive environment, business conditions, economic conditions or other factors beyond our
control. Any delay in our schedule of implementation may cause us to incur additional costs. Such time and cost
overruns may adversely impact our business, financial condition, results of operations and cash flows. Further, pending
utilization of Net Proceeds towards the Objects of the Offer, our Company will have the flexibility to deploy the Net
Proceeds and to deposit the Net Proceeds temporarily in deposits with one or more scheduled commercial banks
included in Second Schedule of Reserve Bank of India Act, 1939, as may be approved by our Board or a duly
constituted committee thereof.
In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we cannot undertake any variation in the
utilization of the Net Proceeds or in the terms of any contract as disclosed in this Draft Red Herring Prospectus without
obtaining the Shareholders’ approval through a special resolution. In the event of any such circumstances that require
us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain the Shareholders’
approval in a timely manner, or at all. Any delay or inability in obtaining such Shareholders’ approval may adversely
affect our business or operations.
In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized proceeds
of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus, even if such
variation is in our interest. This may restrict our ability to respond to any change in our business or financial condition
by re-deploying the unutilized portion of the Net Proceeds, if any, or varying the terms of any contract, which may
adversely affect our business and results of operations.
49. 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.
We distribute our products to Nepal and Bangladesh. We generate certain portion of our revenue from our customers
situated outside India. Details of our revenue from customers within India and outside India for Fiscal 2025, Fiscal
2024 and Fiscal 2023, including as a percentage of revenue from operations is provided below:
Customers Revenue for As a percentage Revenue for As a percentage of Revenue for As a percentage
Fiscal 2025 of Revenue from Fiscal 2024 Revenue from Fiscal 2023 of Revenue from
(in ₹ million) Operations (in ₹ million) Operations (in ₹ million) Operations
(in %) (in %) (in %)
Within India 4,351.54 98.57% 3,457.97 98.18% 2,664.19 98.74%
Outside India 63.27 1.43% 64.05 1.82% 33.95 1.26%
Total 4,414.81 100.00% 3,522.02 100.00% 2,698.14 100.00%
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.
60Further, 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; 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. We track certain operational metrics and non-GAAP measures for our operations. Certain operational metrics are
subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may
adversely affect our business and reputation.
Certain of our operational metrics are prepared with internal systems and tools that are not independently verified by
any third party and which may differ from estimates or similar metrics published by third parties due to differences in
sources, methodologies or the assumptions on which we rely. Such operational metrics include number of new
products (seeds), number of new products (crop care), number of dealers and distributors and, state presence. Our
internal systems and tools have a number of limitations and our methodologies for tracking these metrics may change
over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. While
these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of
measurement, there are inherent challenges in measuring how our platform is used across large populations.
Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our
understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics
are not accurate representations of our business, or if investors do not perceive our operating metrics to be accurate,
or if we discover material inaccuracies with respect to these figures, we expect that our business, reputation, financial
condition and results of operations would be adversely affected.
Certain non-GAAP financial measures such as growth in revenue from operations, revenue from seeds segment,
revenue from crop care products segment, average revenue per dealer, EBITDA, EBITDA margin, profit after tax
margin, ROCE, ROE, R&D expenses as a percentage of revenue from operations, revenue from products launched in
the last three years (seeds segment) as a percentage of revenue from operations, revenue from products launched in
the last three years (crop care products segment) as a percentage of revenue from operations, debt to equity ratio,
inventory turnover ratio, working capital days, and fixed assets turnover ratio and certain other industry measures
relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. We
compute and disclose such non-GAAP financial and operational measures, and such other industry-related statistical
and operational information relating to our operations and financial performance as we consider such information to
be useful measures of our business and financial performance, and because such measures are frequently used by
securities analysts, investors and others to evaluate the operational performance of businesses similar to ours, many of
which provide such non-GAAP financial and operational measures, and other industry-related statistical and
operational information. These non-GAAP financial and operational measures, and such other industry-related
statistical and operational information relating to our operations and financial performance may not be computed on
the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to
financial and operational measures, and industry-related statistical information of similar nomenclature that may be
computed and presented by other companies pursuing similar business. See “Definitions and Abbreviations”, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation”, “Basis for Offer
Price”, “Our Business”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” beginning on pages 1, 27, 113, 203, 284 and 351, respectively.
Further, in evaluating our business, we consider and use certain key performance indicators that are presented herein
as supplemental measures to review and assess our operating performance. We present these key performance
indicators because they are used by our management to evaluate our operating performance. These key performance
indicators have limitations as analytical tools and may differ from, and may not be comparable to, estimates or similar
metrics or information published by third parties and other peer companies due to differences in sources,
methodologies, or the assumptions on which we rely, and hence their comparability may be limited. As a result, these
metrics should not be considered in isolation or construed as an alternative to our financial statements or as an indicator
of our operating performance, liquidity, profitability or results of operations. Further, as the industry in which we
operate continues to evolve, the measures by which we evaluate our business may change over time. In addition, we
calculate measures using internal tools, which are not independently verified by a third party.
If the internal tools we use to track these measures under-count or over-count performance or contain algorithmic or
other technical errors, the data and/or reports we generate may not be accurate. Such supplemental financial and
operational information is therefore of limited utility as an analytical tool, and investors are cautioned against
considering such information either in isolation or as a substitute for an analysis of our Restated Consolidated Financial
Information which is disclosed in “Our Business”, “Restated Consolidated Financial Information” and
61“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 203,
284 and 351, respectively. Limitations or errors with respect to how we measure data or with respect to the data that
we measure may affect our understanding of certain details of our business, which could affect our long-term strategies.
If our key performance indicators are not accurate representations of our business, or if investors do not perceive these
metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be
materially and adversely affected, the market price of our shares could decline, we may be subject to shareholder
litigation, and our business, results of operations, and financial condition could be materially adversely affected.
51. We may be subject to increasing scrutiny and opposition from activist groups regarding the safety and
environmental impact of agrochemical products, and inappropriate use of our products by end users may lead to
adverse consequences.
Certain crop protection chemical products, including some of our offerings, have faced growing resistance from
activist groups and environmental advocates. These groups have raised concerns regarding the potential effects of
agrochemicals on food safety, soil health, biodiversity, and the broader environment. In some jurisdictions, such
groups have actively petitioned or litigated against regulatory authorities to restrict or ban the use of specific crop
protection chemicals. There can be no assurance that such resistance will not intensify or expand to other regions in
which we operate. Any resulting regulatory restrictions, negative media coverage, or public backlash could adversely
affect demand for our crop protection products and, consequently, our business, financial condition, and results of
operations.
In addition, the safe and effective use of agrochemicals depends on farmers being adequately informed about proper
crop management practices, including the correct type of product, dosage, frequency of application, and handling
procedures. Although the instructions and dosage are recommended on the product packaging, limited education and
awareness among end users may result in the incorrect or excessive use of our products. Such misuse may lead to crop
damage, health hazards, environmental consequences, and ultimately, consumer complaints or disputes.
We cannot assure you that incidents involving inappropriate use of our products will not occur in the future. Any such
incidents may negatively impact our brand image and reputation, and could lead to regulatory scrutiny, legal claims,
or loss of customer confidence. These factors may materially and adversely affect our business prospects, financial
performance, and long-term growth.
52. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage or
accurately report our financial risk. Employee misconduct or such failure of our internal processes or procedures
could harm us by impairing our ability to attract and retain customers and subject us to significant legal liability
and reputational harm.
Effective internal controls are necessary for us to prepare reliable financial reports and effectively avoid fraud.
Moreover, any internal controls that we may implement, or our level of compliance with such controls, may deteriorate
over time, due to evolving business conditions. If internal control weaknesses are identified, our actions may not be
sufficient to correct such instances. There can be no assurance that additional deficiencies in our internal controls will
not arise in the future, or that we will be able to implement and continue to maintain adequate measures to rectify or
mitigate any such deficiencies in our internal controls. Such instances may also adversely affect our reputation, thereby
adversely impacting our business, results of operations and financial condition.
We run the risk of employee misconduct or the failure of our internal processes and procedures to identify and prevent
such misconduct. For example, misconduct by employees could involve engaging in misrepresentation or fraudulent,
deceptive or otherwise improper activities when marketing or selling products; binding us to transactions; hiding
unauthorized or unsuccessful activities, such as insider trading; improperly using or disclosing confidential and price-
sensitive information; making illegal or improper payments; falsifying documents or data; recommending products,
services or transactions that are not suitable for our customers; misappropriating funds; colluding with third parties to
gain business; or not complying with applicable laws or our internal policies and procedures, which could result in
regulatory sanctions and serious reputational or financial harm to us. We may be unable to adequately prevent or deter
such activities in all cases.
In addition, we may be subject to regulatory or other proceedings in connection with any such unauthorized transaction,
fraud or misappropriation by our agents or employees, which could adversely affect our goodwill, business prospects
and future financial performance. Even when we identify instances of fraud and other misconduct and pursue legal
recourse or file claims with our insurance carriers, there can be no assurance that we will recover any amounts lost
through such fraud or other misconduct.
Our employees are subject to a number of obligations and standards including a code of conduct, non-disclosure and
confidentiality obligations, and information security and data protection measures. The violation of those obligations
or standards may adversely affect our customers and us. While we conduct awareness and training sessions and have
62not had material instances of employee misconduct in Fiscal 2025, Fiscal 2024 and Fiscal 2023, it is not always
possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not be
effective in all cases.
53. 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 publications 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, Presentation of Financial, industry and Market Data –
Industry and Market Data” on page 28.
54. 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.
55. Our Promoters will continue to retain a significant shareholding in our Company after the Offer, which will allow
them to exercise influence over us. Any substantial change in our Promoters’ shareholding may have an impact on
the trading price of our Equity Shares which could have an adverse effect on our business, financial condition,
results of operations and cash flows.
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.
The interests of our Promoters could conflict with our Company’s interests, your interests or the interests of our other
shareholders. There is no assurance that our Promoters will act to resolve any conflicts of interest in our Company’s
or your favour. 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.
6356. Changing laws, rules and regulations and legal uncertainties in the jurisdictions in which we operate, including
adverse application of tax laws and regulations, may adversely affect our business and financial performance.
The regulatory and policy environment in the countries in which we operate is evolving and is subject to change.
Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations
including foreign investment laws and laws governing our business and operations may require us to apply for
additional approvals.
Further, amendments to tax laws or changes in interpretation may affect our tax benefits, including in respect of
deductions that we have claimed to our taxable income. We cannot predict whether any amendments or changes in
interpretation would have an adverse effect on our business, financial condition, and results of operations. Furthermore,
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 have an adverse effect on our business and financial performance.
For further discussion on capital gains tax, see “— Investors may be subject to Indian taxes arising out of income
arising on the sale of and dividend on our Equity Shares” on page 70.
Further, for the purposes of undertaking acquisitions or making investments, we comply with relevant laws and obtain
applicable approvals. However, in relation to our acquisitions or investments, there can be no assurance that we will
not be exposed to new or increased regulatory oversight and uncertain or evolving regulatory or legal compliances.
For details in relation to our historic acquisitions, see “History and Certain Corporate Matters – Details regarding
material acquisitions or divestments of business/undertakings, mergers, amalgamations or any revaluation of assets,
since its incorporation” on page 249.
We cannot predict the impact of any changes in or interpretations of existing, or the promulgation of, new laws, rules
and regulations applicable to us and our business. Unfavourable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations could result in our business, operations or group structure being
deemed to be in contravention of such laws and/or may require us to apply for additional approvals. We may incur
increased costs and expend resources relating to compliance with such new requirements, which may also require
significant management time, and any failure to comply may adversely affect our business, results of operations and
prospects. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial
precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current
business or restrict our ability to grow our business in the future.
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 credit ratings as of relevant dates indicated are provided below:
Credit Rating Agency Fiscal 2025 Fiscal 2024 Fiscal 2023
Long Term Short Term Long Term Short Term Long Term Short Term
Bank Bank Bank Bank Bank Bank
Facilities Facilities Facilities Facilities Facilities Facilities
CRISIL Limited NA NA B /Stable NA BB+; Stable NA
(Company)
CARE Ratings Limited BBB+; Stable A3+ NA NA NA NA
(Company)
CRISIL Limited NA NA B /Stable NA BB+; Stable NA
(Subsidiary)
CARE Ratings Limited BBB+; Stable NA NA NA NA NA
(Subsidiary)
As highlighted in the table above, there has been downgrading in the credit rating from CRISIL Limited due to non-
submission of information. There can be no assurance that any future 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.
6458. The requirements of being a publicly listed company may strain our resources.
We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs
by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company,
we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted
company. We will be subject to the SEBI Listing Regulations, which will, among other things, require us to file audited
annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any
delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly
report any changes in our results of operations as promptly as other listed companies.
Further, as a publicly listed company, we will need to maintain and improve the effectiveness of our disclosure controls
and procedures and internal control over financial reporting, including keeping adequate records of daily transactions.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over
financial reporting, significant resources and management attention will be required. As a result, our management’s
attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of
operations and financial condition. In addition, we may need to hire additional legal and accounting staff with
appropriate experience and technical accounting knowledge, but there can be no assurance that we will be able to do
so in a timely and efficient manner.
59. 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 an inappropriate application of our products, which could
result in crop damage, and other serious consequences. There can be no assurance that incidents involving
inappropriate use of our products will not occur in the future, or that farmers will be adequately educated on the safe
use of our products. Any inappropriate application of our products could result in a potential consumer dispute and
adversely affect our brand image, prospects, business, financial condition and results of operations.
60. Our Directors do not have a prior experience of directorship in any of the companies listed on recognized stock
exchanges, and therefore, will be able to provide only a limited guidance in relation to the post-listing affairs of our
Company.
Except for Mrs. Karunasree Samudrala Independent Director of our Company is also serving as an Independent
director of Roopa Industries Limited and Apollo Micro Systems Limited, both of which are listed entities, none of our
Directors have any experience of being directors on the board of a listed entity. Directors of companies listed on
recognized stock exchanges in India typically have a wide range of responsibilities, including, among others, ensuring
compliance with continuing listing obligations, monitoring and overseeing management, operations, financial
condition and trajectory of the company. While our Directors are qualified professionals with experience in their
respective domains, due to reason of them not having any experience of being directors in a listed entity, they have
historically not been subject to the compliance requirements associated with a listed company. We cannot assure you
that our Directors will be able to adequately manage our Company after listing of our Equity Shares on the Stock
Exchanges, due to their lack of prior experience as directors of listed companies. Accordingly, we may get limited
guidance from them and accordingly, may encounter challenges to maintain and improve the effectiveness our
disclosure controls, procedures and internal control as required for a listed company under the applicable laws.
61. Our historical installed capacities and capacity utilization of our facilities included in this Draft Red Herring
Prospectus need not be an indication of future production capacity and capacity utilization.
The historical installed capacities and capacity utilization of our facility included in this Draft Red Herring Prospectus
is based on various factors, including existing operational needs, availability of raw materials, potential plant
utilization levels, downtime resulting from scheduled maintenance activities, demand of agrochemical formulations
due seasonality or weather conditions, unscheduled breakdowns, as well as other factors affecting operational
efficiencies. However, there can be no assurance that the entire capacity will be available to us at all times, or that
actual production levels and utilisation rates will bear resemblance or be in line with historical performance. Our future
production levels may therefore vary significantly from the historical data. For details in relation to installed capacity
and capacity utilisation at our facilities during Fiscals 2025, 2024 and 2023, see “Our Business” on page 203.
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.
62. 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.
65Our 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. No dividend has been
declared or paid by our Company during the last three Fiscals preceding the date of this Draft Red Herring Prospectus
nor since April 1, 2025, until the date of this Draft Red Herring Prospectus. 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 on the dividend policy adopted by our
Board, see “Dividend Policy” on page 283.
External Risks
63. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy may be influenced by economic and market conditions in other countries.
Increased economic volatility and trade restrictions could result in increased volatility in the markets for certain
securities and commodities and may cause inflation. Any worldwide financial instability may cause increased volatility
in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and
us. Although economic conditions vary across markets, loss of investor confidence in one emerging economy may
cause increased volatility across other economies, including India. Financial instability in other parts of the world
could have a global influence and thereby negatively affect the Indian economy. Financial disruptions could adversely
affect our business, prospects, financial condition, results of operations and cash flows. Further, economic
developments globally can have a significant impact on our principal markets. Concerns related to a trade war between
large economies may lead to increased risk aversion and volatility in global capital markets and consequently have an
impact on the Indian economy. Recently, the currencies of a few Asian countries including India suffered depreciation
against the US Dollar owing to amongst other things, a rise in interest rates in the United States.
In addition, China is one of India’s major trading partners and there are concerns of a possible slowdown in the Chinese
economy as well as a strained relationship with India, which could have an adverse impact on the trade relations
between the two countries. Any significant financial disruption could have an adverse effect on our business, financial
condition and results of operations.
The foregoing events, or the perception that any of them could occur, have had and may continue to have an adverse
effect on global economic conditions and the stability of global financial markets, and may significantly reduce global
market liquidity, restrict the ability of market participants to operate in certain financial markets or restrict our access
to capital. This could have an adverse effect on our business, financial condition and results of operations and reduce
the price of the Equity Shares.
64. If there is any change in laws or regulations, including taxation laws, or their interpretation, such changes may
significantly affect us.
Any change in Indian tax laws could have an effect on our operations. For instance, the Taxation Laws (Amendment)
Act, 2019, prescribes certain changes to the income tax rate applicable to companies in India. According to this Act,
companies can henceforth voluntarily opt in favor of a concessional tax regime (subject to no other special benefits or
exemptions being claimed), which would ultimately reduce the tax rate (on gross basis) for Indian companies from
30.00% to 22.00% (exclusive of applicable health and education cess and surcharge). Any such future amendments
may affect our ability to claim exemptions that we have historically benefited from, and such exemptions may no
longer be available to us. Any adverse order passed by the appellate authorities or tribunals or courts would have an
effect on our profitability.
The Finance Act, 2020 (“Finance Act”), has, amongst other things, provided a number of amendments to the direct
and indirect tax regime, including, without limitation, a simplified alternate direct tax regime. For instance, dividend
distribution tax (“DDT”) will not be payable in respect of dividends declared, distributed or paid by a domestic
company after March 31, 2020, and accordingly, such dividends would not be exempt in the hands of the shareholders,
both resident as well as non-resident and are likely be subject to tax deduction at source. Similarly, the Government
of India has notified the Finance Act, 2024, which has introduced various amendments to the Income Tax Act. Our
Company may or may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the
purposes of deducting tax at source from such dividend. Investors should consult their own tax advisors about the
consequences of investing or trading in the Equity Shares.
In addition, we are subject to tax-related inquiries and claims. We may be particularly affected by claims from tax
authorities on account of income tax assessment, service tax and GST that combines taxes and levies by the central
66and state governments into one unified rate of interest with effect from July 1, 2017, and all subsequent changes and
amendments thereto.
The Government of India has also enacted the Digital Personal Data Protection Act, 2023 (“Data Protection Act”)
on personal data protection for implementing organizational and technical measures in processing personal data and
lays down norms for cross-border transfer of personal data including ensuring the accountability of entities processing
personal data. The Data Protection Act requires companies that collect and deal with high volumes of personal data to
fulfil certain additional obligations such as appointment of a data protection officer for grievance redressal and a data
auditor to evaluate compliance with the Data Protection Act. We may incur increased costs and other burdens relating
to compliance with such new requirements, which may also require significant management time and other resources,
and any failure to comply may adversely affect our business, results of operations and prospects.
Further, the Government of India announced the union budget for Fiscal 2026, following which the Finance Bill, 2025
(“Finance Bill”) was introduced in the Lok Sabha on February 1, 2025. Investors are advised to consult their own tax
advisers and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares.
There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry
in which we operate. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change
in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or
judicial precedent may be time-consuming as well as costly for us to resolve and may affect the viability of our current
business or restrict our ability to grow our business in the future. Additionally, the Union Cabinet, Government of
India has recently approved the Income Tax Bill, 2025, which inter alia, proposes to amend the income tax regime and
replace the Income Tax Act, 1961. There is no certainty on the impact of the Income Tax Bill, 2025, 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.
We cannot predict whether any new tax laws or regulations impacting our services will be enacted, the likely nature
and impact of the specific terms of any such laws or regulations or whether, if at all, any laws or regulations would
have an adverse effect on our business.
65. We may be affected by competition law in India and any adverse application or interpretation of the 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 or 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 (“CCI”). Any breach of the provisions of Competition
Act, may attract substantial monetary penalties. With effect from April 11, 2023, the GoI has enacted the Competition
(Amendment) Act, 2023 (“Competition Amendment Act”). 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. Additionally, the Competition Commission of India (Lesser Penalty) Regulations, 2024 were also notified
on February 20, 2024. Subsequently, the Competition Commission of India, on March 06, 2024, notified the: (i) CCI
(Commitment) Regulations, 2024; (ii) CCI (Settlement) Regulations, 2024; and (iii) CCI (Determination of Turnover
or Income) Regulations, 2024. With effect from September 19, 2024, the Ministry of Corporate Affairs has issued
Notification No. S.O.4031(E) announcing that clause (f) of section 19 of the Competition Amendment Act has come
into effect, which amends Section26 of the Competition Act by addition of sub-section (9) that allows CCI to either
close an investigation or pass an order under Section 27 upon completing its inquiry, provided that, prior to issuance
of the final order, the CCI issues a show cause notice to the parties concerned detailing the allegations against such
parties.
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 CCI has extra-territorial powers and can investigate any agreements, abusive conduct
67or combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect
in India. We are not currently party to any outstanding proceedings, nor have we ever received any notice in relation
to non-compliance with the Competition Act. The applicability or interpretation of the Competition Act to any merger,
amalgamation or acquisition proposed by us, or any enforcement proceedings initiated by the CCI in future, or any
adverse publicity that may be generated due to scrutiny or prosecution by the CCI may affect our business, financial
condition and results of operations.
66. Any downgrading of India’s debt ratings by a domestic or an international rating agency could adversely affect our
business.
Our borrowing costs and access to the debt capital markets depend significantly on the credit ratings of India. India’s
sovereign rating decreased from Baa2 with a negative outlook to Baa3 with a stable outlook by Moody’s in October
2021 which was reaffirmed in August 2023 and from BBB with a stable outlook to BBB- with a stable outlook by
Fitch in June 2022 which was reaffirmed in January 2024. Any further adverse revisions to such credit ratings for
domestic and international debt by international rating agencies may adversely impact our ability to raise additional
financing and the interest rates and other commercial terms at which such financing is available, including raising any
overseas additional financing. A downgrading of the credit ratings of India may occur, for example, upon a change of
government tax or fiscal policy, which are outside of our control. This could have an adverse effect on our ability to
fund our growth on favourable terms or at all, and consequently adversely affect our business, cash flows, financial
performance and the price of the Equity Shares.
67. Significant differences exist between Ind AS, which is used to prepare our financial information and other
accounting principles, such as IFRS and U.S. GAAP, which may be material to investors’ assessments of our
financial condition.
Our Restated Consolidated Financial Information for Fiscals 2025, 2024 and 2023 included in this Draft Red Herring
Prospectus have been derived from the audited financial statements of the Company as of and for the fiscals ended
March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Ind AS and the relevant provisions
of the Companies Act, 2013 and other accounting principles generally accepted in India. These financial statements
have been restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Ind AS differs from
accounting principles with which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S. GAAP.
We have not attempted to quantify the impact of U.S. GAAP or IFRS on the financial data included in this Draft Red
Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS.
U.S. GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which
the Ind AS financial statements, which are restated as per the Companies Act, SEBI ICDR Regulations and the
Guidance Note on Reports in Company’s Prospectuses (Revised 2019) issued by the ICAI, 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 Indian accounting practices on the financial
disclosures presented in this Draft Red Herring Prospectus should be limited accordingly.
68. Investors may have difficulty enforcing foreign judgments against us or our management.
Our Company is a public limited company incorporated under the laws of India and all of our directors are based in
India. Where investors wish to enforce foreign judgments in India, they may face difficulties in enforcing such
judgments. India is not a party to any international treaty in relation to the recognition or enforcement of foreign
judgments. India exercises reciprocal recognition and enforcement of judgments in civil and commercial matters with
a limited number of jurisdictions, including the United Kingdom, United Arab Emirates, Singapore and Hong Kong.
In order to be enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating territory
must meet certain requirements of the Code of Civil Procedure, 1908 (“Civil Code”). The Civil Code 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 that 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.
6869. If inflation rises in the countries in which we operate, increased costs may result in a decline in profits.
Inflation rates could be volatile, and we may continue to face high inflation in the future. Increasing inflation in the
countries in which we operate can contribute to an increase in interest rates and increased costs to our business,
including increased costs of transportation, salaries, and other expenses relevant to our business, which may adversely
affect our business and financial condition. High fluctuations in inflation rates may make it more difficult for us to
accurately estimate or control our costs. Any increase in inflation can increase our operating expenses, which we may
not be able to pass on to customers, whether entirely or in part, and the same may adversely affect our business and
financial condition. Further, high inflation leading to higher interest rates may also 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 governments in the countries in which we operate have initiated economic measures to combat high inflation
rates, it is unclear whether these measures will remain in effect, and there can be no assurance that Indian inflation
levels will not rise in the future.
Risks related to the Offer and the Equity Shares
70. Our ability to raise foreign capital may be constrained by Indian law, which may adversely affect the trading price
of the Equity Shares.
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 and/or 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. Furthermore, this conversion is subject to the shares having been held on a repatriation basis
and, either the security having been sold in compliance with the pricing guidelines or, the relevant regulatory approval
having been obtained for the sale of shares and corresponding remittance of the sale proceeds.
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 Government of India. Furthermore, on April 22, 2020, the Ministry of Finance,
Government of India has also made similar amendment to the FEMA Non-debt Instruments Rules. We cannot assure
investors that any required approval from the RBI or any other government agency can be obtained on any particular
terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 441.
71. 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.
The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined by
our Company in consultation with the BRLMs through the book building process prescribed under the SEBI ICDR
Regulations.
The Offer Price will be based on numerous factors, as described under “Basis for Offer Price” on page 113 and may
not be indicative of the market price for our Equity Shares after the Offer. The market price of our Equity Shares could
be subject to significant fluctuations after the Offer and may decline below the Offer Price. 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. As a result of these factors, there can be
no assurance that investors will be able to resell their Equity Shares at or above the Offer Price. Our market
capitalisation to revenue from operations for Fiscal 2025 is [●] times, at the Offer Price. Our price to earnings ratio
for Fiscal 2025 is [●] times at the Offer Price.
6972. Our Equity Shares have never been publicly traded and after this Offer, our Equity Shares may experience price
and volume fluctuations and an active trading market for our Equity Shares may not develop. Further, this offering
Price may not be indicative of the market price of our Equity Shares after this offering.
Prior to this Offer, there has been no public market for our Equity Shares. There can be no assurance that an active
trading market for our Equity Shares will develop or be sustained after this Offer. The Offer Price of our Equity Shares
is proposed to be determined by our Company based on various factors and assumptions, in consultation with the
BRLMs through the 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. The Offer Price is based on certain
factors, including our Key Performance Indicators, as described under “Basis for Offer Price” on page 113. The market
price of our Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in
our operating results, market conditions specific to the industries and the countries in which we operate, developments
relating to India and volatility in the stock exchanges and securities markets elsewhere in the world. These broad
market fluctuations and industry factors may materially reduce the market price of our Equity Shares, regardless of
our Company’s performance. In addition, following the expiry of the six-month locked-in period on certain portions
of the pre-Offer Equity Share capital, the pre-Offer shareholders may sell their shareholding in our Company,
depending on market conditions and their investment horizon. Any perception by investors that such sales might occur
could additionally affect the trading price of our Equity Shares. Consequently, the price of our Equity Shares may be
volatile, and you may be unable to sell your Equity Shares at or above the Offer Price, or at all. A decrease in the
market price of our Equity Shares could cause investors to lose some or all of their investment.
73. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on our Equity
Shares.
Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realized on the sale
of our Equity Shares on a stock exchange held for more than 12 months is subject to long term capital gains tax in
India. A securities transaction tax (“STT”) will be levied on and collected by an Indian stock exchange on which our
Equity Shares are sold. Any gain realized on the sale of our Equity Shares held for more than 12 months by an Indian
resident, which are sold other than on a recognized stock exchange and as a result of which no STT has been paid, will
be subject to long-term capital gains tax in India. Further, any gain realized on the sale of our Equity Shares held for
a period of 12 months or less will be subject to short-term capital gains tax in India. Further, any gain realized on the
sale of listed equity shares held for a period of 12 months or less that are sold other than on a recognized stock exchange
and on which no STT has been paid, will be subject to short-term capital gains tax at a higher rate compared to the
transaction where STT has been paid in India. Capital gains arising from the sale of our Equity Shares will be exempt
from taxation in India in cases where an exemption is provided under a treaty between India and the country of which
the seller is a resident.
As a result, subject to any relief available under an applicable tax treaty or under the laws of their own jurisdictions,
residents of other countries may be liable for tax in India, as well as in their own jurisdictions on gains arising from a
sale of our Equity Shares.
Further, the Government of India announced the union budget for Fiscal 2026, following which the Finance Bill, 2025
(“Finance Bill”) was introduced in the Lok Sabha on February 1, 2025. Investors are advised to consult their own tax
advisers and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares.
There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry
in which we operate. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change
in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or
judicial precedent may be time-consuming as well as costly for us to resolve and may affect the viability of our current
business or restrict our ability to grow our business in the future. Additionally, the Union Cabinet, Government of
India has recently approved the Income Tax Bill, 2025, which inter alia, proposes to amend the income tax regime and
replace the Income Tax Act, 1961. There is no certainty on the impact of the Income Tax Bill, 2025, 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.
Pursuant to amendments notified by the Finance Act (No.2) Act, 2024 (“Finance Act 2024 II”), long-term capital
gains exceeding the exempted limit of ₹125,000 arising from the sale of listed equity shares on the stock exchange are
subject to tax at the rate of 12.5% (plus applicable surcharge and cess), without benefit of indexation. Further, any
capital gains realised 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 at the rate of 20% (plus applicable surcharges and
cess) for transfers taking place after July 23, 2024. An STT will be levied both at the time of transfer and acquisition
of equity shares (unless exempted) and such STT is collected by an Indian stock exchange on which our Equity Shares
are sold.
70The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and clarified that, in the
absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through
stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus
will be on the transferor. The stamp duty for transfer of securities other than debentures on a delivery basis is specified
at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. The Finance Act, 2020,
has, inter alia, amended the tax regime, including a simplified alternate direct tax regime and that dividend distribution
tax will not be payable in respect of dividends declared, distributed or paid by a domestic company after March 31,
2020, and accordingly, that such dividends not be exempt in the hands of the shareholders, and that such dividends are
likely to be subject to tax deduction at source. Further, pursuant to the Finance Act 2024 II, any payment received by
the shareholders from the Company pursuant to buyback of shares undertaken after October 1, 2024 on account of buy
back of shares shall be taxable as dividend and no deduction from such dividend income shall be allowed. The investors
are advised to consult their own tax advisors to understand their tax liability as per the laws prevailing on the date of
disposal of Equity Shares. Investors are advised to consult their own tax advisors and to carefully consider the potential
tax consequences of owning, investing or trading in our Equity Shares. Unfavourable changes in or interpretations of
existing, or the promulgation of new laws, rules and regulations, governing our business and operations could result
in us being deemed to be in contravention of such laws requiring us to apply for additional approvals.
74. Qualified institutional buyers (“QIBs”) and Non-Institutional Investors are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Retail
Individual Investors are not permitted to withdraw their Bids after 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 Bidders can revise their Bids during the
Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date. While our Company is required to complete
all necessary formalities for listing and commencement of trading of our Equity Shares on all Stock Exchanges where
such Equity Shares are proposed to be listed, including the Allotment pursuant to the Offer, within three Working
Days from the Bid/Offer Closing Date or such other timeline as may be prescribed under applicable law, events
affecting the Bidders’ decision to invest in our Equity Shares, including material adverse changes in international or
national monetary policy, financial, political or economic conditions, our business, results of operations or financial
condition may arise between the date of submission of the Bid and Allotment. Our Company may complete the
Allotment of our Equity Shares even if such events occur, and such events may limit the Bidders’ ability to sell our
Equity Shares Allotted pursuant to the Offer or cause the trading price of our Equity Shares to decline on listing.
75. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of
our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency
for repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to
undertake such conversion may reduce the net dividend to foreign investors or to our Company, as applicable. Any
adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of
Equity Shares, for example, because of a delay in regulatory approvals that may be required for the sale of Equity
Shares, may reduce the proceeds received by Shareholders. We currently do not have any hedging agreements or
similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. The
exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to
fluctuate substantially in the future, which may have an adverse effect on the trading price of our Equity Shares and
returns on our Equity Shares, independent of our operating results.
76. Fluctuations in interest rates could adversely affect our results of operations.
We are exposed to interest rate risk resulting from fluctuations in interest rates in our borrowings, including borrowings
denominated in Indian Rupees. As of March 31, 2025, we had interest bearing loans outstanding of ₹2,638.30 million,
based on our Restated Consolidated Financial Information. We have not entered into interest hedging arrangements to
hedge against interest rate risk. Upward fluctuations in interest rates may increase our borrowing costs, which could
impair our ability to compete effectively in our business relative to competitors with lower levels of indebtedness. As
a result, our business, financial condition, cash flows and results of operations may be adversely affected. In addition,
there can be no assurance that difficult conditions in the global credit markets will not negatively impact the cost or
other terms of our existing financing as well as our ability to obtain new credit facilities or access the capital markets
on favourable terms.
7177. 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.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be
completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book
entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day
of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in
this Offer and the credit of such Equity Shares to the applicant’s demat account with depository participant and
obtaining trading approvals is expected to be completed within the period as may be prescribed under applicable law.
There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in
obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose
of their Equity Shares. We cannot assure you that the Equity Shares will be credited to investors’ demat accounts, or
that trading in the Equity Shares will commence, within the time periods specified in accordance with 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.
78. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity
Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing
ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived
by the adoption of a special resolution by holders of three-fourths of our Equity Shares who have voted on such
resolution. However, if the laws of the jurisdiction that you are in does not permit the exercise of such pre-emptive
rights without us filing an offering document or registration statement with the applicable authority in such jurisdiction,
you will be unable to exercise such pre-emptive rights, unless we make such a filing. We may elect not to file a
registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you
are unable to exercise pre-emptive rights granted in respect of our Equity Shares, you may suffer future dilution of
your ownership position and your proportional interests in us would be reduced.
79. Any future issuance of Equity Shares or securities linked to Equity Shares may dilute your shareholding, and sale
of our Equity Shares by our major shareholders may also adversely affect the trading price of our Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us, may
lead to the dilution of investors’ shareholdings in us. There can be no assurance that we will not issue further Equity
Shares or that the Shareholders will not dispose of our Equity Shares. Any future issuances could also dilute the value
of your investment in our Equity Shares. In addition, any perception by investors that such issuances or sales might
occur may also affect the market price of our Equity Shares.
Any sales (or pledge or encumbrance) of substantial amounts of our Equity Shares in the public market after the
completion of the Offer by our major shareholders, including our Promoters (subject to compliance with the lock-in
provisions under the SEBI ICDR Regulations), or the perception that such sales could occur, could adversely affect
the market price of our Equity Shares and materially impair our future ability to raise capital through offerings of our
Equity Shares.
80. The current market price of some securities listed pursuant to certain previous issues managed by the BRLMs is
below their respective issue prices. 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.
The current market price of securities listed pursuant to certain previous initial public offerings managed by the
BRLMs is below their respective issue prices. For further information, see “Other Regulatory and Statutory
Disclosures - Price information of past issues handled by the BRLMs” on page 404. The factors that could affect the
market price of our Equity Shares include, among others, broad market trends, financial performance and results of
our Company post-listing, and other factors beyond our control. The determination of the Price Band is based on
various factors and assumptions, and will be determined by our Company, in consultation with the BRLMs.
Furthermore, the Offer Price of the Equity Shares will be determined by our Company, in consultation with the BRLMs
through the Book Building Process. These will be based on numerous factors, including factors as described under
“Basis for Offer Price” beginning on page 113 and may not be indicative of the market price for the Equity Shares
after the Offer. In addition to the above, the current market price of securities listed pursuant to certain previous initial
public offerings managed by the BRLMs is below their respective issue price. The factors that could affect the market
price of the Equity Shares include, among others, broad market trends, financial performance and results of our
Company post-listing, and other factors beyond our control. We cannot assure you that an active market will develop
72or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the
Equity Shares will be traded after listing.
81. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market
integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities
of companies based on various objective criteria such as significant variations in price and volume, concentration of
certain client accounts as a percentage of combined trading volume, average delivery, securities which witness
abnormal price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed
assets, net worth, price / earnings multiple, market capitalization, etc.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a
percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors
or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant
restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may
include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off,
limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of
price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock
Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price,
trading and liquidity of our Equity Shares and on the reputation and conditions of our Company.
82. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be
as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may
face challenges in asserting their rights as shareholder in an Indian company than as shareholders of an entity in another
jurisdiction.
83. We will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholders will receive the Net
Proceeds from the Offer for Sale.
The Offer consists of a Fresh Issue and an Offer for Sale. The Promoter Selling Shareholders shall be entitled to the
Net proceeds from the Offer for Sale, which comprises of proceeds from the Offer for Sale, net of Offer expenses
shared by the Promoter Selling Shareholder, and our Company will not receive any proceeds from the Offer for Sale.
73SECTION III: INTRODUCTION
THE OFFER
The details of the Offer are summarised below:
Equity Shares Offered
Offer of Equity Shares of face value of ₹ 2 each Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to
₹ 10,000.00 million
of which
Fresh Issue(1)(8)^ Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to
₹ 3,400.00 million
Offer for Sale(2)^ Up to [●] Equity Shares of face value of ₹ 2 each by the Promoter
Selling Shareholders aggregating up to ₹ 6,600.00 million
of which
- Employee Reservation Portion(3) Up to [●] Equity Shares of face value ₹ 2 each aggregating up to ₹
[●] million
Net Offer Up to [●] Equity Shares of face value ₹ 2 each aggregating up to ₹
[●] million
The Net Offer consists of:
QIB Portion (4)(5) Not more than [●] Equity Shares of face value of ₹ 2 each
of which
- Anchor Investor Portion Up to [●] Equity Shares of face value of ₹ 2 each
- Net QIB Portion (assuming Anchor Investor Portion is fully Up to [●] Equity Shares of face value of ₹ 2 each
subscribed)
of which
- Mutual Fund Portion (5% of the Net QIB Portion) [●] Equity Shares of face value of ₹ 2 each
- Balance of QIB Portion for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹ 2 each
Non-Institutional Portion(6)(7) Not less than [●] Equity Shares of face value of ₹ 2 each
Of which
One-third of the Non-Institutional Portion, available for allocation to [●] Equity Shares of face value of ₹ 2 each
Bidders with an application size more than ₹ 0.20 million and up to
₹ 1.00 million
Two-thirds of the Non-Institutional Portion, available for allocation [●] Equity Shares of face value of ₹ 2 each
to Bidders with an application size of more than ₹ 1.00 million
Retail Portion(7) Not less than [●] Equity Shares of face value of ₹ 2 each
Pre- and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of this [●] Equity Shares of face value of face value of ₹ 2 each
Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 2 each
Use of Net Proceeds by our Company For details of the use of proceeds from the Fresh Issue, see “Objects
of the Offer – Utilisation of Net Proceeds” on page 104. Our
Company will not receive any proceeds from the Offer for Sale.
(1) Our Board has authorised the Offer, pursuant to a resolution dated August 18, 2025, and our Board has taken on record the participation of the Promoter
Selling Shareholders in the Offer for Sale pursuant to a resolution dated August 18, 2025. Our Shareholders have authorised the Fresh Issue pursuant
to a special resolution dated August 19, 2025.
(2) The details of authorization by the Promoter Selling Shareholders approving its respective portion of the Offered Shares in the Offer for Sale are as set
out below.
S. No. Name Date of consent letter Number of Offered Shares
1. Dr. Srinivasa Rao Linga August 18, 2025 Up to [●] Equity Shares of face value of ₹ 2 each aggregating
up to ₹ 5,000.00 million
2. Usha Rani Papineni August 18, 2025 Up to [●] Equity Shares of face value of ₹ 2 each aggregating
up to ₹ 1,600.00 million
Each of the Promoter Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares have been held by them,
for a period of at least one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations. The
Board of Directors have taken on record the offer of the Offered Shares in the Offer by way of a resolution dated August 18, 2025. For details on the
authorization of the Promoter Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on page 397.
(3) The initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of Employee Discount), however,
an Eligible Employee may submit a Bid for a maximum Bid Amount of ₹ 0.50 million (net of Employee Discount) under the Employee Reservation Portion.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum value of Allotment
made to such Eligible Employees not exceeding ₹ 0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation
Portion (after allocation of up to ₹ 0.50 million as applicable, net of Employee Discount), shall be added to the Net Offer. Further, an 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. The Employee
Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Our Company, in consultation with the BRLMs, may offer a
discount equivalent of ₹ [●] per Equity Share to Eligible Employees bidding in the Employee Reservation Portion which shall be announced two Working
Days prior to the Bid/Offer Opening Date. For further details, see “Offer Structure” on page 417.
(4) 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. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the
Anchor Investor Portion will be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above
74the Anchor Investor Offer Price. In case of under-subscription or non- Allotment in the Anchor Investor Portion, the remaining Equity Shares will be
added back to the Net QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor 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 [●] Equity Shares of face value of ₹ 2 each, the balance Equity Shares available for allotment in the Mutual
Fund Portion will be added to the QIB Portion and allocated proportionately to the QIBs (other than Anchor Investors) in proportion to their Bids. See
“Offer Procedure” on page 421.
(5) 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, the BRLMs and the Designated Stock
Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with
Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for the valid Bids will be made in the first instance towards subscription
for 90% of the Fresh Issue. For further details, see “Offer Structure” on page 417.
(6) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), has prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022,
where the application amount is up to ₹0.50 million, shall use the UPI Mechanism. Individual investors bidding under the Non-Institutional Portion
bidding for more than ₹0.20 million and up to ₹0.50 million, using the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for
Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and
bank account (3 in 1 type accounts), provided by certain brokers
(7) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be made on a
proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Bidder 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. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders of which one-third of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-
thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 1.00 million and under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional
Portion. The allocation to each Non-Institutional Bidder shall not be less than the minimum application size, subject to availability of Equity Shares in
the Non-Institutional Portion 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) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s),
aggregating up to ₹ 650.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken,
will be at a price to be decided by our Company, in consultation with the 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 the Prospectus.
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. Allocation to all categories of Bidders shall be made in accordance with SEBI ICDR Regulations. For further
details, see “Offer Structure”, “Terms of the Offer” and “Offer Procedure” on pages 417, 411 and 421 respectively.
75SUMMARY OF FINANCIAL INFORMATION
The summary financial information presented below should be read in conjunction with “Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on
pages 284 and 351, respectively. The following tables set forth summary financial information derived from our Restated
Consolidated Financial Information as at and for the Fiscals ended March 31, 2025, March 31, 2024, and March 31, 2023.
[Remainder of this page has been intentionally left blank]
76STATEMENT OF RESTATED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(₹ in million, unless otherwise stated)
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Assets
Non-current assets
Property, Plant and Equipment 962.89 861.68 422.10
Capital Work-in-progress 95.18 20.31 127.72
Other Intangible assets 1.72 0.02 0.03
Financial Assets
(i) Investments 0.00 0.00 0.00
(ii) Others Financial Assets 3.23 3.00 -
Deferred tax assets (Net) 30.46 19.96 14.53
Other non-current assets 2.34 1.64 1.64
1,095.82 906.59 566.03
Current assets
Inventories 2,381.64 1,402.41 1,273.13
Biological Assets 625.91 116.47 64.06
Financial Assets
(i) Trade receivables 1,761.02 1,311.45 820.42
(ii) Cash and cash equivalents 18.01 9.82 9.46
(iii)Bank Balances other than (ii) above 8.39 15.18 11.38
(iv) Others Financial Assets 215.72 224.13 1.90
Other current assets 470.16 465.48 358.68
5,480.85 3,544.94 2,539.03
Total Assets 6,576.67 4,451.53 3,105.06
Equity and Liabilities
Equity
Equity Share capital 45.90 45.90 45.90
Other Equity 2,392.49 1,669.82 1,182.33
2,438.39 1,715.72 1,228.23
Liabilities
Non-current liabilities
Financial Liabilities
(i) Borrowings 352.18 288.21 215.79
Provisions 11.15 16.84 10.42
363.33 305.04 226.21
Current liabilities
Financial Liabilities
(i) Borrowings 2,376.31 1,286.42 861.04
(ii) Trade payables
a. total outstand dues of micro enterprises and small 15.93 7.80 10.41
enterprises
b. total outstanding dues of creditors of other than micro 489.12 311.24 185.89
enterprises and small enterprises
Other current liabilities 765.73 739.28 530.74
Current tax liabilities (net) 127.85 86.02 62.53
3,774.95 2,430.76 1,650.62
Total Equity and Liabilities 6,576.67 4,451.53 3,105.06
77SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(₹ in million, unless otherwise stated)
Particulars For the Year Ended For the Year Ended For the Year Ended
31st March, 2025 31st March, 2024 31st March, 2023
I. Income :
Revenue from Operations 4,414.81 3,522.02 2,698.14
Other Income 10.61 7.06 2.38
Total Income (I) 4,425.42 3,529.08 2,700.51
II. Expenses:
Cost of Material Consumed 3,014.46 1,873.66 1,745.78
Changes in Inventories of Finished goods (868.40) (93.16) (250.34)
Employee benefits expense 600.29 453.87 396.11
Finance costs 176.10 122.11 75.25
Depreciation and Amortisation Expenses 106.68 72.11 29.73
Other expenses 557.70 530.61 352.14
Total Expenses (II) 3,586.83 2,959.19 2,348.67
III. Restated Profit before Tax ( Exceptional and 838.59 569.89 351.85
Extraordinary Items ) (I-II)
IV. Exceptional Items:
V. Extraordinary items
Loss due to Fire - 221.77 -
Provision for Insurance Income - 221.77 -
VI. Restated Profit Before Tax (III-IV-V) 838.59 569.89 351.85
VII. Tax Expense:
1) Current tax 131.85 87.42 63.03
2) Deferred tax (net) (11.86) (5.31) (4.49)
Total tax expenses 120.00 82.11 58.54
VIII. Restated Profit for the period/year (VI-VII) 718.60 487.78 293.30
IX. Restated Other comprehensive income (OCI)
a) (i) Items that will not be reclassified to profit or loss: 5.39 (0.45) -
Fair Value of Investments through other comprehensive - - -
income
Remeasurements of defined benefit obligation 5.39 (0.45) -
(ii) Income tax relating to items that will not be reclassified (1.36) 0.11 -
to Profit or loss
Fair Value of Investments through other comprehensive - - -
income
Remeasurements of defined benefit obligation (1.36) 0.11 -
b) (i) Items that will be reclassified to profit or loss: - - -
(ii) Income tax relating to items that will be reclassified to - - -
Profit or loss
Restated Total other comprehensive income for the period, 4.03 (0.33) -
net of tax
X. Restated Total comprehensive income for the period 722.63 487.45 293.30
(VIII+IX)
Earning per equity share(Per Share Value of Rs 2 each)
Basic (In Rs.) 5.22 3.54 2.13
Diluted (In Rs.) 5.22 3.54 2.13
78SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(₹ in million, unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
31 March, 2025 31 March, 2024 31 March, 2023
A. Cash Flow from operating activities
Profit before Tax as per Statement of Profit & Loss 838.59 569.89 351.85
Adjustments for
Depreciation & Amortisation 106.68 72.11 29.73
Finance Costs 176.10 122.11 75.25
Interest Income (0.84) (1.23) (0.37)
OCI and IND AS Adjustment 4.07 (0.29) (0.22)
Profit on Sale of Property, plant and Equipment (3.85) - -
Operating Profit before working capital changes 1,120.76 762.58 456.24
Movements in Working Capital
(Increase)/Decrease in Trade Receivables (449.57) (491.03) (243.06)
(Increase)/Decrease in Inventories (979.23) (129.28) (502.49)
(Increase)/Decrease in Biological Assets (509.44) (52.41) 29.40
(Increase)/Decrease in Other Financial Assets(Current) 8.41 (222.23) -
(Increase)/Decrease in Other Non Current Assets (0.70) - (1.39)
(Increase)/Decrease in Other Current Assets (4.68) (106.80) (197.54)
Increase/(Decrease) in DTA - - -
Increase/(Decrease) in Long term Provisions (5.68) 6.42 10.42
Increase/(Decrease) in Trade Payables 186.01 122.74 (189.64)
Increase/(Decrease) in Other current liabilities 26.45 208.54 412.01
Increase/(Decrease) in Short term Provisions - - -
Cash generated from Operations (1,728.43) (664.05) (682.31)
Direct taxes paid(Net) (88.67) (64.04) (46.58)
Net Cash Flows from operating activities(A) (696.35) 34.48 (272.64)
B. Cash flows from investing activities
Purchase of Property, Plant & Equipment (354.87) (521.44) (29.67)
Purchase of other Intangible Assets (1.88) - -
Sale Proceeds from sale of Property, Plant & Equipment 147.15 9.77 -
Decrease/(Increase) in Capital work-in Progress (74.87) 107.42 (124.09)
Profit on Sale of Property, plant and Equipment 3.85 - -
Decrease/(increase) in Bank Balance other than cash and cash 6.79 (3.80) (6.49)
equivalents
(Increase)/Decrease in Other Financial Assets(Non-Current) (0.23) (3.00) -
Interest Income 0.84 1.23 0.37
Investments - - -
Net Cash Flows from investing activities (B) (273.22) (409.81) (159.88)
C. Cash flows from financing activities
Proceeds from/ (Repayment) of Non - Current Borrowings 63.97 72.42 119.32
Proceeds from/ (Repayment) of Current Borrowings 1,089.89 425.38 353.43
Finance Cost Paid (176.10) (122.11) (75.25)
Net Cash Flows from financing activities (C ) 977.75 375.70 397.50
D. Net (decrease)/ increase in cash and cash equivalents 8.19 0.37 (35.02)
(A+B+C)
E. Cash and cash equivalents
at the beginning of the year 9.82 9.46 44.48
at the end of the year 18.01 9.82 9.46
79Components of Cash and Cash Equivalents
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Cash Balance 11.78 7.59 8.04
Balance with Current Accounts 6.23 2.24 1.42
Total 18.01 9.82 9.46
80GENERAL INFORMATION
Our Company was originally incorporated as “Eldorado Agritech Private Limited” as a private limited company under the
Companies Act, 1956 pursuant to a certificate of incorporation dated June 16, 2009, issued by the Assistant Registrar of
Companies, Andhra Pradesh. Consequently, upon conversion from a private limited company to a public limited company
pursuant to a Board resolution dated May 29, 2025 and a special resolution passed in the extraordinary general meeting of the
Shareholders held on June 5, 2025 the name of our Company was changed to “Eldorado Agritech Limited”, and a fresh
certificate of incorporation dated June 23, 2025, was issued by the Registrar of Companies, Central Processing Centre.
Registered and Corporate Office of our Company
Shed-2, Plot No. A11 & A12/1
IDA Nacharam, Medchal
Hyderabad - 500076
Telangana, India
For details of change in our Registered and Corporate Office, see “History and Certain Corporate Matters – Change in
registered office of our Company” on page 247.
Company Registration Number: 063998
Corporate Identity Number: U01400TG2009PLC063998
Registrar of Companies
Our Company is registered with the RoC, located at the following address:
Registrar of Companies, Hyderabad at Telangana
Registrar of Companies
2nd Floor, Corporate Bhawan
GSI Post, Nagole
Bandlaguda
Hyderabad 500 068
Telangana, India
Filing
A copy of this Draft Red Herring Prospectus has been filed electronically through the SEBI intermediary portal at
https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and has been emailed to SEBI 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 as specified in Regulation 25(8) of the SEBI ICDR
Regulations and in accordance with the SEBI ICDR Master Circular. A copy of this Draft Red Herring Prospectus will also be
filed with the SEBI at the following address:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E)
Mumbai 400 051
Maharashtra, India
The Red Herring Prospectus and Prospectus, respectively, will be filed with the RoC in accordance with Section 32 read with
Section 26 of the Companies Act, along with the material contracts and documents referred to in each of the Red Herring
Prospectus and the Prospectus, respectively, and through the electronic portal.
Board of Directors
The table below sets forth the details of the constitution of our Board of Directors as on the date of this Draft Red Herring
Prospectus:
Name Designation DIN Address
Dr. Srinivasa Rao Linga Chairman and Managing 02191992 4-7-19/23/24, Raghavendra Nagar, Near
Director Chandamama Hospital, Nacharam, Uppal, PO: I.e.
81Name Designation DIN Address
Nacharam, District - K.V. Rangareddy, Telangana –
500076, India
Usha Rani Papineni Managing Director 02191981 4-7-19/23/24, Raghavendra Nagar, Near
Chandamama Hospital, Nacharam, Uppal, PO:
Mallapur, District: K.V. Rangareddy, Telangana -
500076, India
Linga Mallikharjuna Rao Whole-time Director 08442977 House Number 7-7, Linga Street, Mutukuru,
Mutukuru, Guntur, Durgi, Andhra Pradesh - 522612,
India
Dr. Satish Yadlapalli Independent Director 11068199 71-20-3 Flat no. 2C Pioneer Heritage, Anjaneya
Nagar 1st line, JKC College Road, Guntur, PO:
Pattabhipuram (Guntur), District: Guntur, Andhra
Pradesh – 522 006, India
Karunasree Samudrala Independent Director 06960974 7-1-58, Building No. 2C, Flat 407, Divyashakthi
Apartments, LalBunglow, DK Road, VTC,
Ameerpet, Begumpet Hyderabad, Telangana –
500016, India
Dr. Cherukuri Sreenivasa Rao Independent Director 11068201 Maple 722, 31-31, Rain Tree Park Dwarakakrishna,
Opposite Acharya Nagarjuna University, Nambur,
Guntur, Andhra Pradesh – 522508, India
For brief profiles and further details of our Directors, see “Our Management - Board of Directors” and “Our Management -
Brief Profiles of our Directors” on pages 259 and 260.
Company Secretary and Compliance Officer
Syed Wasim is the Company Secretary, Compliance Officer and Legal Head of our Company. His contact details are set forth
below:
Address:
Shed-2, Plot No. A11 & A12/1
IDA Nacharam, Medchal
Hyderabad - 500076
Telangana, India
Tel: +91 40 2222 2227
E-mail: ipo@eldoradoagritech.com
Statutory Auditors of our Company
Sarath & Associates, Chartered Accountants
4th Floor, MAAS Heights, 8-2-577/B,
Road No.8, Banjara Hills,
Hyderabad- 500034, Telangana State
E-mail: projectgreen@sarathcas.in
Tel: +91 9849169856
Peer Review Certificate Number: 015884
Firm Registration Number: 005120S
Contact Person: CA VS Roop Kumar, Partner
Changes in Statutory Auditors
Except as stated below, there has been no change in the statutory auditors of our Company during the three years immediately
preceding the date of this Draft Red Herring Prospectus.
Particulars Date of Change Reasons for Change
Sarath & Associates, Chartered Accountants December 31, 2024** Appointed as Statutory Auditor of our Company for a
Address: 4th Floor, MAAS Heights, 8-2-577/B, Road tenure of five years.
No.8, Banjara Hills, Hyderabad, -500034, Telangana, July 15, 2024* Appointed as Statutory Auditor of our Company for
India the financial year 2023-2024 to fill the casual vacancy
E-mail: projectgreen@sarathcas.in caused by the resignation of Abhishek K and
Tel: +91 9849169856 Associates, Chartered Accountants.
Peer Review Certificate Number: 015884
Firm Registration Number: 005120S
82Particulars Date of Change Reasons for Change
Abhishek K and Associates, Chartered Accountants June 30, 2024 Resignation as statutory auditor of our Company
Address: 4-1-970, Shop No.13, Surabhi Shraddha,
Opp. Santosh Sapna Theatre Lane, Tilak Road, Abids
Email: kakani.associates@gmail.com
Tel: +91 9533388876
Peer Review Number: Not Applicable
Firm Registration Number: 011754S
* The extra-ordinary general meeting of shareholders was held on July 15, 2024 and the board meeting was held on July 8, 2024 to pass resolutions taking
note of the appointment of Sarath & Associates, Chartered Accountants, as the Statutory Auditors of our Company with effect from July 15, 2024 to
conduct audit for the financial year 2023-24 for filling up the casual vacancy caused due to resignation of the previous auditors Abhishek K and
Associates, Chartered Accountants.
** The annual general meeting of shareholders was held on December 31, 2024 and the board meeting was held on September 5, 2024, to pass resolutions
taking note of the re-appointment of Sarath & Associates, Chartered Accountants as the Statutory Auditors of our Company to hold office from the
conclusion of the annual general meeting held in the year 2024 until the conclusion of the annual general meeting to be held in the year 2029 for
conducting audit for the period of account from April 1, 2024, to March 31, 2029.
Investor Grievances
Bidders may contact our Company Secretary and Compliance Officer, the Book Running Lead Managers 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. For all Offer related queries and for redressal of complaints, investors may also write to
the BRLMs.
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted. The Bidder should give full
details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, date of
submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address
of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and ASBA Account number
(for Bidders other than UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of
UPI Bidders.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the application number received 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 Book Running Lead Managers where the
Anchor Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
Anand Rathi Advisors Limited
11th Floor, Times Tower
Kamala City, Senapati Bapat Marg
Lower Parel, Mumbai - 400 013
Maharashtra, India
Tel.: +91 22 4047 7120
E-mail: ipo.eldorado@rathi.com
Website: www.anandrathiib.com
Investor grievance e-mail: grievance.ecm@rathi.com
Contact Person: P. Balraj/Arpan Tandon
SEBI Registration Number: INM000010478
Equirus Capital Private Limited
12th Floor, C wing, Marathon Futurex
N.M Joshi Marg, Lower Parel
Mumbai – 400013
Maharashtra, India
Tel.: +91 22 4332 0736
E-mail: eldorado.ipo@equirus.com
83Website: www.equirus.com
Investor grievance e-mail: investorsgrievance@equirus.com
Contact Person: Malay Shah
SEBI Registration Number: INM000011286
Statement of Inter-se Allocation of Responsibilities between the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities for various activities between the Book Running Lead
Managers:
Sr. No Activities Responsibility Coordination
1. Capital structuring, positioning strategy and due diligence of the Company BRLMs ARAL
including its operations/management/business plans/legal etc. Drafting and
design of the Draft Red Herring Prospectus and of statutory advertisements
including a memorandum containing salient features of the Prospectus. The
Book Running Lead Managers shall ensure compliance with stipulated
requirements and completion of prescribed formalities with the Stock
Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing
including uploading of documents on Document Repository Platform.
2. Drafting and approval of all statutory advertisement including Audio & visual BRLMs ARAL
presentation
3. Appointment of Intermediaries - Registrar to the Issue, Printer, Banker(s) to the BRLMs ARAL
Issue, Monitoring Agency, Syndicate Members, Sponsor Banks, Advertising
Agency and other intermediaries including coordination of all agreements to be
entered into with such Intermediaries
4. Drafting and approval of all publicity material other than statutory advertisement BRLMs ECPL
as mentioned above including corporate advertising, brochure, etc. and filing of
media compliance report.
5. Preparation of road show presentation and frequently asked questions BRLMs ECPL
6. International institutional marketing of the Issue, which will cover, inter alia: BRLMs ECPL
• International Institutional marketing strategy
• Finalizing the list and division of international investors for one-to-one
meetings
• Finalizing international road show and investor meeting schedules
7. Domestic institutional marketing of the Issue, which will cover, inter alia: BRLMs ARAL
• Domestic Institutional marketing strategy
• Finalizing the list and division of domestic investors for one-to-one
meetings
• Finalizing domestic road show and investor meeting schedules
8. Conduct Non-institutional marketing of the Issue, which will cover, inter alia: BRLMs ARAL
• Formulating marketing strategies for Non-Institutional investors,
• Finalising media, marketing and public relations strategy and Publicity
budget;
• Finalising brokerage, collection centres; and
• Follow-up on distribution of publicity and Offer material including form,
RHP/Prospectus and deciding on the quantum of the Offer material
9 Conduct retail marketing of the Offer, which will cover, inter-alia: BRLMs ECPL
• Finalising media, marketing, public relations strategy and publicity
budget
• Finalising brokerage, collection centres
• Finalising commission structure
• Finalising centres for holding conferences etc.
Follow-up on distribution of publicity and Offer material including form, RHP/
Prospectus and deciding on the quantum of the Offer material
10. Managing anchor book related activities and Managing the book and finalization BRLMs ARAL
of pricing in consultation with the Company and submission of letters to
regulators post completion of anchor allocation.
11 Co-ordination with Stock Exchanges for filing Book Building software letters, BRLMs ECPL
bidding terminals and mock trading.
12. Post bidding activities including management of escrow accounts, coordinate BRLMs ECPL
non-institutional allocation, coordination with Registrar, SCSBs and Banks,
intimation of allocation and dispatch of refund to Bidders, etc.
Post- Offer activities, which shall involve essential follow-up steps including
allocation to Anchor Investors, follow-up with Bankers to the Offer and SCSBs
to get quick estimates of collection and advising the Issuer about the closure of
84Sr. No Activities Responsibility Coordination
the Issue, based on correct figures, finalisation of the basis of allotment or
weeding out of multiple applications, listing of instruments, coordination with
RTA for investor complaints related to the Offer, dispatch of certificates or
demat credit and refunds and coordination with various agencies connected with
the post- Offer activity such as Registrar to the Offer Bankers to the Issue,
SCSBs including responsibility for underwriting arrangements, as applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-Offer
r eports including the final post-Offer report to SEBI.
Syndicate Members
[●]
Legal Counsel to the Company
Trilegal
One World Centre
10th Floor, Tower 2A & 2B
Senapati Bapat Marg
Lower Parel (West)
Mumbai – 400 013
Registrar to the Offer
Bigshare Services Private Limited
S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Road, next to Ahura Centre,
Andheri East, Mumbai – 400093.
Maharashtra, India.
Tel.: +91 22 6263 8200
Contact Person: Jibu John
Email: ipo@bigshareonline.com
Website: www.bigshareonline.com
Investor grievance e-mail: investor@bigshareonline.com
SEBI Registration No.: INR000001385
CIN: U99999MH1994PTC076534
Banker(s) to the Offer
[●]
Escrow Collection Bank(s)
[●]
Refund Bank(s)
[●]
Public Offer Account Bank(s)
[●]
Sponsor Bank(s)
[●]
Bankers to our Company
Union Bank of India The Hongkong and Shanghai Banking Corporation Limited
Address: Plot No. 729, Road No.36, Jubilee Hills, Hyderabad Address: 2nd Floor, 6-3-1107 & 1108, Raj Bhavan Road, Somajiguda,
Tel: 040-29880911 Hyderabad, India – 82
E-mail: ubin0577901@unionbankofindia.bank Tel: +91 9176456059
Website: www.unionbankofindia.co.in E-mail: tushar.kant@hsbc.co.in
Website: www.hsbc.co.in
85Contact person: Tushar Kant
HDFC Bank Ltd DBS Bank India Limited
Address: Banjara Hills Hyderabad Address: 6-3-1109/1/P/G1, Ground Floor, Jewel Pawani Towers, Raj
Tel: +91 9000060717 Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082
E-mail: sreenivasareddy.e@hdfcbank.com Tel: +91 8657508605
Website: www.hdfcbank.com E-mail: vipinagarwal@dbs.com
Contact person: Sreenivasa Reddy E Website: www.dbs.com
Contact person: Vipin Agarwal
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website 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 a UPI Bidder), not
bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application
Form, 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.
SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI RTA Master Circular, SEBI ICDR Master Circular, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), read with other applicable UPI Circulars, UPI Bidders may apply through the SCSBs
and mobile applications using the UPI handles specified on the website of the SEBI. The list of SCSBs through which Bids can
be submitted by UPI Bidders, including details such as the eligible mobile applications and UPI handle which can be used for
such Bids, is available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 which may be updated from time to
time or at such other website as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35) as updated from time to time or any such
other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the Registered
Brokers at the Broker Centres. The list of the Registered Brokers, eligible to accept ASBA Forms, including details such as
postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/ and https://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 Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the
website of NSE at www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
86Credit Rating
As the Offer is an initial public offering of Equity Shares, the appointment of a credit rating agency is not required.
IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Offer.
Debenture Trustees
As the Offer is an initial public offering of Equity Shares, the appointment of debenture trustees is not required.
Monitoring Agency
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company will appoint a monitoring agency, prior to the filing of
the Red Herring Prospectus with the RoC for monitoring the utilization of the Gross Proceeds. For further details in relation to
the proposed utilisation of the Net Proceeds, see “Objects of the Offer - Utilisation of Net Proceeds” on page 104.
Appraising Agency
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly, no appraising
entity has been appointed in relation to the Offer.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Experts
Except as stated below, our Company has not obtained any expert opinions:
1. Our Company has received written consent dated August 26, 2025 from Sarath & Associates, Chartered Accountants,
the Statutory Auditors, to include their name as required under section 26 (1) 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 Auditors, and in respect of their (i)
examination report, dated August 26, 2025 on our Restated Consolidated Financial Information; (ii) their report dated
August 26, 2025 on the statement of special tax benefits in this Draft Red Herring Prospectus, included in this Draft
Red Herring Prospectus and such consent has not been withdrawn as on the date of 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.
2. Our Company has received written consent dated September 3, 2025 from UYC and Associates, practicing company
secretary, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013
in its capacity as practicing company secretary and in respect of their certificate dated September 3, 2025 issued in
connection with compliance by the Company with the provisions of the Companies Act, 2013 and such consent has
not been withdrawn as of the date of this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be
construed to mean an ‘expert’ as defined under U.S. Securities Act.
3. Our Company has received written consent dated September 3, 2025 from Gundla Uday Kiran, independent chartered
engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013,
as amended, to the extent and in their capacity as a chartered engineer, in relation to their certificate dated September
3, 2025. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
4. Our Company has received written consent dated September 1, 2025 from Anupama Maganti, intellectual property
rights consultant, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies
Act, 2013, as amended, to the extent and in their capacity as an intellectual property rights consultant for trademarks,
in relation to their certificate dated September 1, 2025 . However, the term ‘expert’ shall not be construed to mean an
‘expert’ as defined under U.S. Securities Act.
5. Our Company has received written consent dated September 1, 2025 from RNA, IP Attorneys, intellectual property
rights consultant, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies
Act, 2013, as amended, to the extent and in their capacity as an intellectual property rights consultant for patents, in
relation to their certificate dated September 1, 2025. However, the term ‘expert’ shall not be construed to mean an
‘expert’ as defined under U.S. Securities Act.
87Book Building Process
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 and the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band,
the minimum Bid Lot size, will be decided by our Company, in consultation with the BRLMs and shall be advertised in all
editions of the [●], an English national daily with wide circulation, all editions of [●], a Hindi national daily newspaper and [●]
editions of [●], a Telugu regional daily newspaper, Telugu being the regional language of Telangana where our Registered and
Corporate Office is located), and advertised at least two Working Days prior to the Bid/Offer Opening Date and shall be made
available to the Stock Exchanges to upload on their respective websites. The Offer Price shall be determined by our Company,
in consultation with the BRLMs, after the Bid/Offer Closing Date.
All investors, other than Anchor Investors, shall only 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, in 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 accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or
lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders (subject to the Bid Amount being up to ₹ 0.20 million) and Eligible Employees Bidding in the
Employee Reservation Portion can revise their Bids during the Bid/Offer Period and can withdraw their Bids on or
before the Bid/Offer Closing Date. Further, Anchor Investors cannot withdraw Bids after the Anchor Investor Bid/
Offer Period. Further, allocation to QIBs in the Net QIB Portion will be on a proportionate basis and allocation to
Anchor Investors in the Anchor Investor Portion will be on a discretionary basis. Additionally, allotment to each Non-
Institutional Bidder 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 allotted on a proportionate basis.
For further details on the method and procedure for Bidding and book building procedure, see ‘Terms of the Offer’, ‘Offer
Structure’ and ‘Offer Procedure’ on pages 411, 417 and 421, respectively.
The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI, which are 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.
Bidders should note that the Offer is also subject to obtaining (i) final listing and trading approvals of the Stock Exchanges,
which our Company shall apply for after Allotment; and (ii) filing of the Prospectus with the RoC.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page 421.
Underwriting Agreement
The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will be executed
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 Promoter Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters,
who shall be merchant bankers or stockbrokers registered with SEBI, for the Equity Shares. The Underwriting Agreement is
dated [●]. 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 conditions specified therein.
The Underwriters have indicated their intention to underwrite such number of Equity Shares as disclosed below:
(This portion has been intentionally left blank and will be filled in before the Prospectus is filed with the RoC)
Name, address, telephone number and e-mail Indicative number of Equity Shares to Amount underwritten (in ₹ million)
address of the Underwriters be underwritten
[●] [●] [●]
The abovementioned underwriting commitments are indicative and will be finalised after determination of the Offer Price and
Basis of Allotment and the allocation of Equity Shares, subject to and in accordance with the provisions of the SEBI ICDR
Regulations.
In the opinion of the Board of Directors (based on representations made to our Company by the Underwriters), the resources of
each of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations
88in full. The abovementioned Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as
brokers with the Stock Exchange(s). The Board of Directors at its meeting held on [●], has accepted and entered into the
Underwriting Agreement mentioned above on behalf of our Company.
Notwithstanding the above table, the Underwriters will be severally responsible for ensuring payment with respect to Equity
Shares allocated to Bidders procured by them in accordance with the Underwriting Agreement. The extent of underwriting
obligations (including any defaults in payment for which the respective Underwriter is required to procure purchasers for or
purchase the Equity Shares to the extent of the defaulted amount) and the Bids to be underwritten in the Offer by each Book
Running Lead Managers shall be as per the Underwriting Agreement.
Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments set forth in the
table above.
89CAPITAL STRUCTURE
Our Company’s share capital, as of the date of this Draft Red Herring Prospectus, is disclosed below.
(In ₹ except share data or indicated otherwise)
S. No. Particulars Aggregate value at face value Aggregate value at Offer
(₹) Price*
A AUTHORISED SHARE CAPITAL(1)
250,000,000 Equity Shares of face value ₹ 2 each 500,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE
THE OFFER
137,700,000 Equity Shares of face value ₹ 2 each 275,400,000 -
D PRESENT OFFER
Offer of up to [●] Equity Shares of face value ₹ 2 each aggregating [●] [●]
up to ₹ 10,000.00 million(2)(4)
of which
Fresh Issue of up to [●] Equity Shares of face value ₹ 2 each [●] [●]
aggregating up to ₹ 3,400.00 million(2)(4)
Offer for Sale of up to [●] Equity Shares of face value ₹ 2 each [●] [●]
aggregating up to ₹ 6,600.00 million(3)
Offer includes
Employee Reservation Portion of up to [●] Equity Shares of face [●] [●]
value of ₹ 2 each aggregating up to ₹[●] million(5)
Net Offer of up to [●] Equity Shares of face value of ₹ 2 each [●] [●]
aggregating up to ₹[●] million
E ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER
THE OFFER*
[●] Equity Shares of face value of ₹ 2 each [●] [●]
F SECURITIES PREMIUM ACCOUNT
Before the Offer Nil
After the Offer [●]
* To be included upon finalization of the Offer Price and subject to basis of allotment.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters—
Amendments to the Memorandum of Association” on page 248.
(2) Our Board has authorised the Offer, pursuant to their resolution dated August 18, 2025, and our Board has taken on record the participation of the
Promoter Selling Shareholders in the Offer for Sale pursuant to a resolution dated August 18, 2025. Our Shareholders have authorised the Fresh Issue
pursuant to a special resolution dated August 19, 2025.
(3) Each of the Promoter Selling Shareholders, severally and not jointly, confirms that the Offered Shares have been held by them, for a period of at least
one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations. The Board of Directors
have taken on record the offer of the Offered Shares in the Offer by way of a resolution dated August 18, 2025. For details on the authorization of the
Promoter Selling Shareholders in relation to the Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 74 and
397.
(4) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement aggregating up to ₹ 650.00 million, as may be permitted under
applicable law, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to
be decided by our Company, in consultation with the 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, as
amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee
that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in
the relevant sections of the Red Herring Prospectus and the Prospectus.
(5) The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. The maximum Bid Amount under the Employee
Reservation Portion by an Eligible Employee shall not exceed ₹0.50 million (net of Employee Discount). However, the initial allocation to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount). Only in the event of under-subscription in the
Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who
have Bid in excess of₹ 0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹0.50 million (net of Employee Discount). 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.
Further, our Company, in consultation with the Book Running Lead Managers, may offer a discount of up to [●]% to 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. For details, see
“Offer Structure” on page 417.
90Notes to Capital Structure
1. Share capital history of our Company
Our Company is in compliance with the Companies Act, 1956, as amended and the Companies Act, 2013, as amended to the extent applicable, with respect to issuance of Equity
Shares from the date of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus.
(a) History of Equity Share capital of our Company:
Primary issuance of Equity Shares
Date of allotment Number Face value Issue price Reason for/ Nature of Cumulative number Cumulative paid- Name of allottees with number of equity
of equity per equity per equity Nature of consideration of equity shares up equity share shares allotted
shares share (₹) share (₹) allotment capital
allotted
June 11, 2009(1) 10,000 10 10 Initial Cash 10,000 100,000 5,000 equity shares each were allotted to Dr.
subscription Srinivasa Rao Linga and Usha Rani Papineni.
to the
Memorandu
m of
Association
March 31, 2014 1,520,000 10 10 Rights issue Cash 1,530,000 15,300,000 1,290,000 equity shares were allotted to Dr.
in the ratio of Srinivasa Rao Linga and 230,000 equity shares
152 equity were allotted to Usha Rani Papineni.
shares for
every existing
1 equity share
held.
March 26, 2018 3,060,000 10 Not Bonus issue Not applicable 4,590,000 45,900,000 2,590,000 equity shares were allotted to Dr.
applicable in the ratio of Srinivasa Rao Linga and 470,000 equity shares
two equity were allotted to Usha Rani Papineni.
shares for
every one
equity share
held
June 5, 2025 Pursuant to a resolution passed by our Board and Shareholders on May 29, 2025 and June 5, 2025, respectively, our Company sub-divided the face value of its equity
shares from ₹10 each to ₹2 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 4,590,000 equity shares of
face value of ₹10 each to 22,950,000 Equity Shares of face value of ₹ 2 each.
August 1, 2025 114,750,0 2 Not Bonus issue Not applicable 137,700,000 275,400,000 70,773,090 Equity Shares were allotted to Dr.
00 applicable in the ratio of Srinivasa Rao Linga, 15,126,000 Equity Shares
5 Equity were allotted to Usha Rani Papineni. 687,210
Shares for Equity Shares were allotted to Linga
every 1 Mallikharjuna Rao, 11,245,465 Equity Shares
Equity Share were allotted to Linga Krishna Santosh,
held 11,245,465 Equity Shares were allotted to Linga
91Date of allotment Number Face value Issue price Reason for/ Nature of Cumulative number Cumulative paid- Name of allottees with number of equity
of equity per equity per equity Nature of consideration of equity shares up equity share shares allotted
shares share (₹) share (₹) allotment capital
allotted
Manasa Krishna, 249,915 Equity Shares were
allotted to Koya Srinivasa Rao, 124,935 Equity
Shares were allotted to Potla Sitaravamma,
2,498,970 Equity Shares were allotted to
Subbamma Linga, 49,980 Equity Shares were
allotted to Linga Koteswara Rao, 2,499,000
Equity Shares were allotted to Vijayalakshmi
Papineni, 25 shares were allotted to J Sanjeev,
25 Shares were allotted to Sreedhar
Chadalavada, 124,960 shares were allotted to
Nelluri Rajyalakshmi, and 124,960 shares were
allotted to Gonuguntla Rajeswari
137,700,000
(1) The Company was incorporated through certificate of incorporation dated June 16, 2009. The date of subscription to the MoA of the Company was June 11, 2009, and the Board of Directors took note of the subscribers
to the MoA by way of board resolution dated July 10, 2009.
(b) History of preference shares of our Company
Our Company does not have any Preference Share capital as on the date of filing of this Draft Red Herring Prospectus.
2. Issue of shares issued for consideration other than cash or by way of bonus issue
Except as disclosed below, our Company has not issued any shares in the past for consideration other than cash or by way of bonus issue, as of the date of this Draft Red Herring
Prospectus:
92Date of allotment Number of Face Issue price per Reason for allotment List of allottees Benefits accrued to our
equity shares value equity share Company
allotted (₹) (₹)
March 26, 2018 3,060,000 10 Not applicable Bonus issue in the ratio of two equity shares for 2,590,000 equity shares were allotted to Dr. Not applicable
every one equity share held Srinivasa Rao Linga and 470,000 equity shares
were allotted to Usha Rani Papineni.
August 1, 2025 114,750,000 2 Not applicable Bonus issue in the ratio of 5 Equity Shares for 70,773,090 Equity Shares were allotted to Dr. Not applicable
every 1 Equity Share held Srinivasa Rao Linga, 15,126,000 Equity Shares
were allotted to Usha Rani Papineni. 687,210
Equity Shares were allotted to Linga
Mallikharjuna Rao, 11,245,465 Equity Shares
were allotted to Linga Krishna Santosh,
11,245,465 Equity Shares were allotted to Linga
Manasa Krishna, 249,915 Equity Shares were
allotted to Koya Srinivasa Rao, 124,935 Equity
Shares were allotted to Potla Sitaravamma,
2,498,970 Equity Shares were allotted to
Subbamma Linga, 49,980 Equity Shares were
allotted to Linga Koteswara Rao, 2,499,000
Equity Shares were allotted to Vijayalakshmi
Papineni, 25 shares were allotted to J Sanjeev, 25
Shares were allotted to Sreedhar Chadalavada,
124,960 shares were allotted to Nelluri
Rajyalakshmi, and 124,960 shares were allotted to
Gonuguntla Rajeswari
933. Issue of Equity Shares or Preference Shares at a price lower than the Offer Price in the last one year
Our Company has not issued any Equity Shares or Preference Shares at a price which may be lower than the Offer
Price during the period of one year preceding the date of this Draft Red Herring Prospectus. For further details, see
“Share capital history of our Company – History of Equity Share Capital of our Company” on page 91. Our Company
does not have any Preference Share capital as of the date of this Draft Red Herring Prospectus.
4. Issue of shares out of revaluation reserves
Our Company has not issued any shares out of revaluation reserves since its incorporation.
5. Issue of shares pursuant to any scheme of arrangement
Our Company has not issued or allotted any shares in terms of a scheme of arrangement approved under Sections 391-
394 of the Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013.
6. Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares
As on the date of this Draft Red Herring Prospectus, our Promoters hold 103,078,908 Equity Shares constituting
approximately 74.86% of the issued, subscribed and paid-up Equity share capital of our Company.
(a) Build-up of Promoters’ equity shareholding in our Company
The build-up of the equity shareholding of our Promoters since incorporation of our Company is set forth below:
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity share transfer capital (%) capital (%)
(₹)
Dr. Srinivasa Rao Linga
June 11, 2009(1) 5,000 10 10 Cash Initial subscription Negligible [●]
to the
Memorandum of
Association
March 31, 2014 1,290,000 10 10 Cash Rights Issue in the 0.94 [●]
ratio of 152 new
equity shares for
every existing 1
equity share held
by them.
March 26, 2018 2,590,000 10 Not Not applicable Bonus issue in the 1.88 [●]
applicable ratio of two equity
shares for every
one equity share
held
May 28, 2025 (1) 10 Nil Not applicable Transfer to Negligible [●]
Sreedhar
Chadalavada by
way of gift
(1) 10 Nil Not applicable Transfer to Koya Negligible [●]
Srinivasa Rao by
way of gift
(1) 10 Nil Not applicable Transfer to Linga Negligible [●]
Mallikharjuna
Rao by way of
gift
(1) 10 Nil Not applicable Transfer to J Negligible [●]
Sanjeev by way of
gift
May 30, 2025 (1) 10 Nil Not applicable Transfer to Negligible [●]
Gonuguntla
94Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity share transfer capital (%) capital (%)
(₹)
Rajeswari by way
of gift
(1) 10 Nil Not applicable Transfer to Negligible [●]
Nelluri
Rajyalakshmi by
way of gift
June 5, 2025 Pursuant to a resolution passed by our Board and Shareholders on May 29, 2025 and June 5, 2025, respectively,
our Company sub-divided the face value of its equity shares from ₹10 each to ₹2 each. Accordingly, the
shareholding of Dr. Srinivasa Rao Linga changed from 3,884,994 equity shares of face value of ₹10 each to
19,424,970 Equity Shares of face value of ₹2 each.
July 28, 2025 (2,249,093) 2 Nil Not applicable Transfer to Linga (1.63) [●]
Krishna Santosh
by way of gift
(2,249,093) 2 Nil Not applicable Transfer to Linga (1.63) [●]
Manasa Krishna
by way of gift
(137,437) 2 Nil Not applicable Transfer to Linga (0.10) [●]
Mallikharjuna
Rao by way of
gift
(49,978) 2 Nil Not applicable Transfer to Koya (0.04) [●]
Srinivasa Rao by
way of gift
(499,794) 2 Nil Not applicable Transfer to (0.36) [●]
Subbamma Linga
by way of gift
(24,987) 2 Nil Not applicable Transfer to Potla (0.02) [●]
Sitaravamma by
way of gift
(24,987) 2 Nil Not applicable Transfer to (0.02) [●]
Nelluri
Rajyalakshmi by
way of gift
(24,987) 2 Nil Not applicable Transfer to (0.02) [●]
Gonuguntla
Rajeswari by way
of gift
(9,996) 2 Nil Not applicable Transfer to Linga (0.01) [●]
Koteswara Rao by
way of gift
August 1, 2025 70,773,090 2 Not Not applicable Bonus issue in the 51.40 [●]
applicable ratio of 5 Equity
Shares for every 1
Equity Share held
Total 84,927,708 61.68 [●]
Usha Rani Papineni
June 11, 2009 (1) 5,000 10 10 Cash Initial subscription Negligible [●]
to the
Memorandum of
Association
March 31, 2014 230,000 10 10 Cash Rights Issue in the 0.17 [●]
ratio of 152 new
equity shares for
every existing 1
95Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity share transfer capital (%) capital (%)
(₹)
equity share held
by them.
March 26, 2018 470,000 10 Not Not applicable Bonus issue in the 0.34 [●]
applicable ratio of two equity
shares for every
one equity share
held
June 5, 2025 Pursuant to a resolution passed by our Board and Shareholders on May 29, 2025 and June 5, 2025, respectively,
our Company sub-divided the face value of its equity shares from ₹10 each to ₹2 each. Accordingly, the
shareholding of Usha Rani Papineni changed from 705,000 equity shares of face value of ₹10 each to 3,525,000
Equity Shares of face value of ₹2 each.
July 29, 2025 (499,800) 2 Nil Not applicable Transfer to (0.36) [●]
Vijayalakshmi
Papineni by way
of gift
August 1, 2025 15,126,000 2 Not Not applicable Bonus issue in the 10.98 [●]
applicable ratio of 5 Equity
Shares for every 1
Equity Share held
Total 18,151,200 13.18
(1) The Company was incorporated through certificate of incorporation dated June 16, 2009. The date of subscription to the MoA of the Company
was June 11, 2009, and the Board of Directors took note of the subscribers to the MoA by way of board resolution dated July 10, 2009.
(b) Details of Promoters’ Contribution and lock-in
Pursuant to Regulations 14 and 16 (1)(a) of the SEBI ICDR Regulations, an aggregate of at least 20% of the fully
diluted post-Offer Equity Share capital of our Company held by our Promoters shall be considered as the minimum
Promoters’ Contribution and is required to be locked-in for a period of 18 months from the date of Allotment
(“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% shall be locked in for a period of six
months from the date of Allotment.
The details of the Equity Shares held by our Promoters, which shall be locked-in for minimum Promoters’ Contribution
for a period of eighteen months, from the date of Allotment as Promoters’ Contribution are as set out below:*
Name of the Number Date up Date of Nature of Face Issue/Acq Pre- Percentage Date up to
Promoter of Equity to which Acquisitio transact value per uisition Offer of post- which
Shares Equity n of ion Equity price per Equity Offer Equity
locked-in Shares Equity Share (₹) Equity Share Equity Shares
are Shares Share (₹) capital Share locked-in
subject to and when (%) capital
lock-in made
fully
paid-up
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
* To be completed prior to filing of the Prospectus with the RoC.
Our Promoters have given consent to include such number of Equity Shares held by them as disclosed above,
constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as minimum Promoter’s
Contribution and have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the minimum
Promoters’ Contribution from the date of filing 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.
Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation of
Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of the
share capital held by our Promoters, see “ - Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding
and Lock-in of other Equity Shares” on page 94.
96In this connection, we confirm the following:
(i) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired during the
three immediately preceding years (a) for consideration other than cash and revaluation of assets or
capitalization of intangible assets, or (b) arising from bonus issue by utilization of revaluation reserves or
unrealised profits of our Company or from a bonus issue against Equity Shares, which are otherwise ineligible
for computation of Promoters’ Contribution;
(ii) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired by our
Promoters during the year immediately preceding the date of this Draft Red Herring Prospectus at a price
lower than the Offer Price; provided that this does not apply to Equity Shares arising from the conversion of
fully paid-up compulsorily convertible securities that have been held for a period of one year prior to filing
this Draft Red Herring Prospectus and such fully paid-up compulsorily convertible securities have been
converted to Equity Shares;
(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 in the preceding one year 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 a limited liability partnership firm;
(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge; and
(v) All Equity Shares held by our Promoters are in dematerialised form as on the date of this Draft Red Herring
Prospectus.
(c) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, in addition to the Equity Shares proposed to be locked-in as
part of the minimum Promoters’ Contribution as stated above, as prescribed under the SEBI ICDR Regulations, the
entire pre-Offer Equity Share capital of our Company (including any unsubscribed portion of the Offered Shares) will
be locked-in for a period of six months from the date of Allotment or any other period as may be prescribed under
applicable law, except for the (i) Equity Shares which may be Allotted to the employees under the employee stock
option scheme pursuant to exercise of options held by such eligible employees, whether current employees or not, in
accordance with the employee stock option scheme or a stock appreciation right scheme; (ii) Equity Shares Allotted
pursuant to the Offer and (iii) 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.
(d) Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked- in for a
period of 90 days from the date of Allotment, and the remaining 50% of the Equity Shares Allotted to Anchor Investors
under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
(e) Other requirements in respect of lock-in
Pursuant to Regulation 20 of the SEBI ICDR Regulations, details of locked-in Equity Shares will be recorded by
relevant depositories.
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters may be
pledged only with scheduled commercial banks or public financial institutions or a Systemically Important NBFC or
a housing finance company as collateral security for loans granted by such scheduled commercial bank or public
financial institution or Systemically Important NBFC or housing company, provided that specified conditions under
the SEBI ICDR Regulations are complied with. However, the relevant lock-in period shall continue pursuant to the
invocation of the pledge referenced above, and the relevant transferee shall not be eligible to transfer the Equity Shares
till the relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are locked-
in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be transferred to any member of the Promoter
Group, or to a new promoter of our Company and the Equity Shares held by any persons other than our Promoters,
which are locked-in in accordance with Regulation 17 of the SEBI ICDR Regulations, may be transferred to and among
such other persons holding specified securities that are locked in, subject to continuation of the lock-in in the hands of
the transferee for the remaining period and compliance with the SEBI Takeover Regulations, as applicable.
977. Details of secondary transactions of Equity Shares
Except as disclosed in the section titled “- Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding
and Lock-in of other Equity Shares- Build-up of Promoters’ equity shareholding in our Company” on page 94 and
except as stated in the table below, there are no secondary transfers of Equity Shares by the Promoter Selling
Shareholders and members of Promoter Group, since incorporation of our Company:
Date of transfer Number of Details of Details of transferee Face value Transfer price Nature of
of equity shares Equity transferer per equity per equity consideratio
Shares share (₹) share (₹) n
transferred
May 28, 2025 1 Dr. Srinivasa Rao Sreedhar Chadalavada 10 Not applicable Gift
Linga
May 28, 2025 1 Dr. Srinivasa Rao Koya Srinivasa Rao 10 Not applicable Gift
Linga
May 28, 2025 1 Dr. Srinivasa Rao Linga Mallikharjuna 10 Not applicable Gift
Linga Rao
May 28, 2025 1 Dr. Srinivasa Rao J Sanjeev 10 Not applicable Gift
Linga
May 30, 2025 1 Dr. Srinivasa Rao Gonuguntla Rajeswari 10 Not applicable Gift
Linga
May 30, 2025 1 Dr. Srinivasa Rao Nelluri Rajyalakshmi 10 Not applicable Gift
Linga
July 28, 2025 22,49,093 Dr. Srinivasa Rao Linga Krishna 2 Not applicable Gift
Linga Santosh
July 28, 2025 22,49,093 Dr. Srinivasa Rao Linga Manasa 2 Not applicable Gift
Linga Krishna
July 28, 2025 1,37,437 Dr. Srinivasa Rao Linga Mallikharjuna 2 Not applicable Gift
Linga Rao
July 28, 2025 49,978 Dr. Srinivasa Rao Koya Srinivasa Rao 2 Not applicable Gift
Linga
July 28, 2025 4,99,794 Dr. Srinivasa Rao Subbamma Linga 2 Not applicable Gift
Linga
July 28, 2025 24,987 Dr. Srinivasa Rao Potla Sitaravamma 2 Not applicable Gift
Linga
July 28, 2025 24,987 Dr. Srinivasa Rao Nelluri Rajyalakshmi 2 Not applicable Gift
Linga
July 28, 2025 24,987 Dr. Srinivasa Rao Gonugutla Rajeswari 2 Not applicable Gift
Linga
July 28, 2025 9,996 Dr. Srinivasa Rao Linga Koteswara Rao 2 Not applicable Gift
Linga
July 29, 2025 4,99,800 Usha Rani Vijayalakshmi 2 Not applicable Gift
Papineni Papineni
[The remainder of this page has been left blank intentionally]
988. Shareholding pattern of our Company
The table below presents the Equity Shareholding pattern of our Company, as on the date of this Draft Red Herring Prospectus:
Cate Category of Numbe Number Number Number Total Shareholdi Number of Voting Rights held in each Number of Shareholdin Number of Number of Number
gory shareholder (II) r of of fully of Partly of shares number of ng as a % class of securities (IX) shares g, as a % Locked in Shares pledged of equity
(I) shareho paid up paid-up underlyin shares of total Underlying assuming shares (XII) or otherwise shares
lders Equity Equity g held number of Outstanding full encumbered held in
(III) Shares Shares Depositor (VII)=(IV) shares Convertible conversion (XIII) demateria
held (IV) held (V) y Receipts +(V) + (calculate Number of Voting Rights Total as a securities of Numbe As a Numbe As a lised form
(VI) (VI) as per Class e.g.: Class Total % of (A+B (including convertible r (a) % of r (a) % of (XIV)
SCRR, Equity e.g.: + C) Warrants) securities (as total total
1957) Shares Others (X) a percentage Share Shares
(VIII) As a of diluted s held held
% of share (b) (b)
(A+B+C2) capital)
(XI)=
(VII)+(X) As
a % of
(A+B+C2)
(A) Promoters and 10 137,340,06 - - 137,340,06 99.74 137,340,06 - 137,340,06 99.74 - - - - - - 137,340,06
Promoter Group 6 6 6 6 6
(B) Public 4 359,934 - - 359,934 0.26 359,934 - 359,934 0.26 - - - - - - 359,934
(C) Non-Promoter-Non - - - - - - - - - - - - - - - - -
Public
(C1) Shares underlying - - - - - - - - - - - - - -
depository receipts
(C2) Shares held by - - - - - - - - - - - - - -
employee trusts
Total 14 137,700,00 - - 137,700,00 100.00 137,700,00 - 137,700,00 100.00 - - - - - - 137,700,00
0 0 0 0 0
999. Details of shareholding of the major Shareholders of our Company:
(a) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as on the date of this Draft Red Herring Prospectus:
S. No. Name of Shareholder Number of Equity Shares (face Percentage of the pre-Offer
value ₹2) held^ Equity Share capital (%)
1. Dr. Srinivasa Rao Linga 84,927,708 61.68
2. Usha Rani Papineni 18,151,200 13.18
3. Linga Krishna Santosh 13,494,558 9.80
4. Linga Manasa Krishna 13,494,558 9.80
5. Subbamma Linga 2,998,764 2.18
6. Vijayalakshmi Papineni 2,998,800 2.18
Total 136,065,588 98.82
^Based on the beneficiary position statement dated August 29, 2025.
(b) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as of 10 days prior to the date of this Draft Red Herring Prospectus:
S. No. Name of Shareholder Number of Equity Shares (face Percentage of the pre-Offer
value ₹2) held^ Equity Share capital (%)
1. Dr. Srinivasa Rao Linga 84,927,708 61.68
2. Usha Rani Papineni 18,151,200 13.18
3. Linga Krishna Santosh 13,494,558 9.80
4. Linga Manasa Krishna 13,494,558 9.80
5. Subbamma Linga 2,998,764 2.18
6. Vijayalakshmi Papineni 2,998,800 2.18
Total 136,065,588 98.82
^Based on the beneficiary position statement dated August 22, 2025.
(c) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as of one year prior to the date of this Draft Red Herring Prospectus:
S. No. Name of Shareholder Number of equity shares (face Percentage of the pre-Offer
value ₹ 10) held^ equity share capital (%)
1. Dr. Srinivasa Rao Linga 3,885,000 84.64
2. Usha Rani Papineni 705,000 15.36
Total 4,590,000 100.00
(d) Set forth below are details of Shareholders holding 1% or more of the 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 equity shares (of Percentage of the pre-Offer
No. face value of ₹ 10 each) equity share capital (%)
held^
1. Dr. Srinivasa Rao Linga 3,885,000 84.64
2. Usha Rani Papineni 705,000 15.36
Total 4,590,000 100.00
10. Details of the Shareholding of our Directors, our Key Managerial Personnel, our Senior Management, our
Promoters, and members of our Promoter Group
Except as disclosed below, as on the date of this Draft Red Herring Prospects, none of our Promoters, Key Managerial
Personnel, Senior Management, and the members of our Promoter Group hold any Equity Shares in our Company:
Name of the Shareholder Number of Equity Percentage of the pre- Percentage of the post-
Shares held Offer paid-up Equity Offer paid-up Equity
Share capital (%) Share capital (%)^
Promoters
Dr. Srinivasa Rao Linga 84,927,708 61.68 [●]
Usha Rani Papineni 18,151,200 13.18 [●]
Key Managerial Personnel
J Sanjeev 30 Negligible [●]
Senior Management
Koya Srinivasa Rao 299,898 0.22 [●]
Sreedhar Chadalavada 30 Negligible [●]
100Name of the Shareholder Number of Equity Percentage of the pre- Percentage of the post-
Shares held Offer paid-up Equity Offer paid-up Equity
Share capital (%) Share capital (%)^
Promoter Group
Linga Krishna Santosh 13,494,558 9.80 [●]
Linga Manasa Krishna 13,494,558 9.80 [●]
Subbamma Linga 2,998,764 2.18 [●]
Potla Sitaravamma 149,922 0.11 [●]
Nelluri Rajyalakshmi 149,952 0.11 [●]
Gonugutla Rajeswari 149,952 0.11 [●]
Vijayalakshmi Papineni 2,998,800 2.18 [●]
Linga Mallikharjuna Rao 824,652 0.60 [●]
Total 137,640,024 99.96 [●]
^ Subject to basis of allotment
11. Neither the BRLMs or their respective associates (determined as per the definition of ‘associate company’ under the
Companies Act, 2013 and as per definition of the term ‘associate’ under the SEBI Merchant Bankers Regulations),
hold any Equity Shares in our Company as of the date of this Draft Red Herring Prospectus. 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 and its respective directors and officers, partners, trustees, affiliates, associates or
third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking
and investment banking transactions with our Company and each of its respective directors and officers, partners,
trustees, affiliates, associates or third parties, for which they have received, and may in the future receive, customary
compensation.
12. As on the date of the Draft Red Herring Prospectus, none of the BRLMs are associates (as defined in the SEBI
Merchant Banker Regulations) of our Company.
13. Our Company, our Promoters, our Directors and the BRLMs have not entered into any buy-back arrangements and/or
any other similar arrangements for purchase of Equity Shares.
14. Our Company has not made any public issue since its incorporation and has not made any rights issue of any kind or
class of securities since its incorporation, other than as disclosed in “- Share Capital History of our Company” on page
91.
15. Our Company does not have any partly paid-up Equity Shares as of the date of this Draft Red Herring Prospectus and
all Equity Shares Allotted in the Offer will be fully paid-up at the time of Allotment.
16. Except for the Equity Shares allotted pursuant to pursuant to the (i) Offer; (ii) the Pre-IPO Placement; and (iii) any
Equity Shares allotted pursuant to the ESOP Plan 2025, there will be no further issue of Equity Shares whether by way
of issue of bonus shares, rights issue, preferential issue or any other manner during the period commencing from the
date of filing of this Draft Red Herring Prospectus until the listing of the Equity Shares on the Stock Exchanges
pursuant to the Offer or refund of application monies.
17. There have been no financing arrangements whereby the members of our Promoter Group, our Directors and their
relatives have financed the purchase by any other person of securities of our Company other than in the normal course
of the business of the financing entity during the period of six months immediately preceding the date of this Draft
Red Herring Prospectus.
18. Except as disclosed in “- Share capital history of our Company” on page 91, neither our Promoters, the members of
our Promoter Group nor our Directors, or any of their relatives have purchased or sold any securities of our Company
during the period of six months immediately preceding the date of this Draft Red Herring Prospectus.
19. Except for the issuance of any Equity Shares (a) pursuant to exercise of options granted under the ESOP Plan 2025 or
(b) pursuant to the Fresh Issue, or (c) pursuant to the Pre-IPO Placement, if any, our Company presently does not
intend or propose to alter the 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 specified securities (including issue
of securities convertible into or exchangeable for, directly or indirectly into Equity Shares), whether on a
preferential basis or by issue of bonus Equity Shares or on a rights basis or further public issue of Equity Shares or
otherwise.. However, if there is any significant change in the business environment resulting in a potential impact on
the company’s financial condition, our Company may in such a situation decide to raise additional capital through
issue of further Equity Shares. Moreover, if our Company enters into arrangements for acquisitions, joint ventures or
other arrangements, our Company may, subject to necessary approvals, consider raising additional capital to fund such
activity through issue of further Equity Shares.
10120. As of the date of this Draft Red Herring Prospectus, the total number of holders of the Equity Shares is 14.
21. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and members of our Promoter
Group during the period between the date of this Draft Red Herring Prospectus and the date of closure of the Offer
shall be reported to the Stock Exchanges within 24 hours of the transactions.
22. Our Company shall also ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be
reported to the Stock Exchanges, within 24 hours of such pre-IPO transactions (in part or in entirety).
23. As on the date of this Draft Red Herring Prospectus, except for employee stock options granted pursuant to the ESOP
Plan 2025, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into,
which would entitle any person any option to receive Equity Shares as on the date of this Draft Red Herring Prospectus.
Further, there are no outstanding stock appreciation rights granted to employees pursuant to a stock appreciation right
scheme by our Company as on the date of this Draft Red Herring Prospectus.
24. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted
by law.
25. Neither the Book Running Lead Managers nor any associate of the Book Running Lead Managers (except Mutual
Funds sponsored by entities which are associates of the Book Running Lead Managers or insurance companies
promoted by entities which are associate of Book Running Lead Managers or AIFs sponsored by the entities which
are associate of the Book Running Lead Managers or FPIs, other than individuals, corporate bodies and family offices
sponsored by the entities which are associate of the Book Running Lead Managers) nor any person related to our
Promoters or the members of the Promoter Group shall apply in the Offer under the Anchor Investor Portion.
26. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters and members
of our Promoter Group are pledged or otherwise encumbered.
27. No person connected with the Offer, including, but not limited to, the members of the Syndicate, our Company, our
Directors, our Subsidiary, our Promoters, members of our Promoter Group or Group Companies, shall offer or make
payment of 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.
28. Our Company shall ensure that all transactions in Equity Shares 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 transactions.
29. As on the date of this Draft Red Herring Prospectus, our Company does not have an employee stock option scheme or
a stock appreciation right scheme except as stated below:
Employee Stock Options Scheme of our Company
ESOP Plan 2025
Pursuant to the resolutions passed by our Board on August 1, 2025, and our Shareholders on August 14, 2025, our
Company has approved the “Eldorado Employee Stock Option Plan – 2025” (“ESOP Plan 2025”). for issue of options
to the eligible employees which may result in issue of Equity Shares not exceeding 4,500,000 Equity Shares. The
ESOP Plan 2025 has been framed in compliance with the Companies Act and Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Particulars From April 1, 2025 till date of this
DRHP
Total options outstanding as at the beginning of the period 4,500,000
Options granted during the period 2,736,412
Exercise Price (in ₹) of outstanding options* Nil
Options vested Nil
Options exercised Nil
The total number of Equity Shares arising as a result of full exercise of options at the Nil
end of the period
Options forfeited/lapsed /cancelled during the period Nil
Variation of terms of options No
Money realized by exercise of options Nil
Total number of options in force at the end of the period 2,736,412
Employee-wise detail of options granted to:
i. Key managerial personnel
102Particulars From April 1, 2025 till date of this
DRHP
(a) J Sanjeev 562,500
(b) Syed Wasim 18,748
ii. Senior management
(a) Sreedhar Chadalavada 187,500
(b) Kotagiri Ravi Sankar 3,500
(c) Ravikanth Gonuguntla 187,500
(d) B. Raj Bharath 187,500
iii. Other Managerial Personnel 1,589,164
iv. Any other employee who received a grant in any one year of options amounting to No
5% or more of the options granted during the year/period
v. Identified employees who were granted options during any one year equal to or Nil
exceeding 1% of the issued capital (excluding outstanding warrants and conversions)
of our Company at the time of grant
Fully diluted earnings per equity share (face value of ₹2 Equity Share) pursuant to issue NA
of Equity Shares on exercise of options calculated in accordance with the accounting
standard Ind AS 33 for ‘Earnings per Share’
Difference, if any, between employee compensation cost calculated using the intrinsic NA
value of stock options and the employee compensation cost calculated on the basis of
fair value of stock options and its impact on profits and on the Earnings per equity share
(face value of ₹2 Equity Share)
Description of the pricing formula method and significant assumptions used during the NA
year to estimate the fair values of options, including weighted-average information,
namely, risk-free interest rate, expected life, expected volatility, expected dividends and
the price of the underlying share in market at the time of grant of the option
Impact on profit and earnings per Equity Share (face value of ₹2 Equity Share, as NA
applicable) of the last three years if the accounting policies prescribed in the SEBI SBEB
Regulations had been followed in respect of options granted in the last three years
Intention of the KMPs, senior management and whole time directors who are holders of NA
Equity Shares allotted on exercise of options granted to sell their equity shares within
three months after the date of listing of Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of an employee stock option scheme within NA
three months after the listing of Equity Shares, by Directors, key managerial personnel,
senior management and employees having Equity Shares arising out of an employee
stock option scheme, amounting to more than 1% of the issued capital (excluding
outstanding warrants and conversions)
Note – The scheme was not in existence during the financial years ended March 31, 2023, March 31, 2024, and March 31, 2025.
* The exercise price per option shall be 50% discount to the market price quoted on the stock exchanges.
103OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue of up to [●] Equity Shares of face value ₹ 2 each, aggregating up to ₹ 3,400.00 million by
our Company and an Offer for Sale of up to [●] Equity Shares of face value ₹ 2 each aggregating up to ₹ 6,600.00 million by
the Promoter Selling Shareholders. For details, see “Offer Document Summary” and “The Offer” on pages 18 and 74,
respectively.
Offer for Sale
Name of the Promoter Selling Number of Equity Shares Offered/ Amount Date of consent letter
Shareholder
Dr. Srinivasa Rao Linga Up to [●] Equity Shares of face value ₹ 2 each aggregating up August 18, 2025
to ₹ 5,000.00 million
Usha Rani Papineni Up to [●] Equity Shares of face value ₹ 2 each aggregating up August 18, 2025
to ₹ 1,600.00 million
The Promoter Selling Shareholders will be entitled to the proceeds of the Offer for Sale after deducting their proportion of Offer
related expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale and the
proceeds received from the Offer for Sale will not form part of the Net Proceeds. For further details in relation to the Offer for
Sale, see “Other Regulatory and Statutory Disclosures” on page 397.
The Fresh Issue
Requirement of funds
Our Company proposes to utilise the Net Proceeds towards funding of the following objects:
1. Prepayment or repayment of a portion of certain outstanding borrowings availed by our Company and its Subsidiary;
and
2. General corporate purposes.
(collectively, referred to herein as the “Objects”).
The main objects clause and the objects incidental and ancillary to the main objects of our Memorandum of Association enables
us (i) to undertake our existing business activities; and (ii) to undertake the activities towards which the loans proposed to be
repaid from the Net Proceeds were utilised.
In addition, our Company expects to achieve the benefit of listing of our Equity Shares on the Stock Exchanges, including
enhancement of our Company’s brand name and creation of a public market for our Equity Shares in India.
Net Proceeds
The details of the proceeds from the Fresh Issue are summarised in the following table:
Particulars Estimated amount (₹ in million)
Gross Proceeds of the Fresh Issue Up to 3,400.00(1)**
(Less) Estimated expenses in relation to the Fresh Issue(2)# [●]
Net Proceeds(2) [●]
(1) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law, aggregating up to ₹
650.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to
be decided by our Company, in consultation with the 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, as
amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee
that our Company may proceed with the Offer or the Offer may be successful and will result 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 RHP and Prospectus.
(2) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
** Subject to full subscription being received in the Fresh Issue
# For details, please see the section entitled, “- Offer Expenses” on page 109.
Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table:
104Particulars Estimated amount (₹ in million)(2)
Prepayment or repayment of a portion of certain outstanding borrowings availed by our Company 2,450.00
and its Subsidiary
- Prepayment or repayment of a portion of certain outstanding borrowings availed by our 1,632.00
Company
- Prepayment or repayment of a portion of certain outstanding borrowings availed by the 818.00
Subsidiary
General corporate purposes(1) [●]
Total [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate
purposes shall not exceed 25% of the Gross Proceeds. To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing
with the RoC.
(2) Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law, aggregating up to ₹
650.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to
be decided by our Company, in consultation with the 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, as
amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee
that our Company may proceed with the Offer or the Offer may be successful and will result 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 RHP and Prospectus.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds as follows:
(₹ in million)
Particulars Estimated amount to be funded from Estimated deployment of the Net
the Net Proceeds(2) Proceeds
Fiscal 2026
Prepayment or repayment of a portion of certain 2,450.00 2,450.00
outstanding borrowings availed by our Company and
its Subsidiary
- Prepayment or repayment of a portion of certain 1,632.00 1,632.00
outstanding borrowings availed by our
Company
- Prepayment or repayment of a portion of certain 818.00 818.00
outstanding borrowings availed by the
Subsidiary
General corporate purposes(1) [●] [●]
Total(1) [●] [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general
corporate purposes shall not exceed 25% of the Gross Proceeds. To be determined upon finalisation of the Offer Price and updated in the Prospectus
prior to filing with the RoC.
(2) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable law, aggregating up to ₹
650.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to
be decided by our Company, in consultation with the 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, as
amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee
that our Company may proceed with the Offer or the Offer may be successful and will result 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 RHP and Prospectus.
In the event the Net Proceeds are not completely utilised for the Objects during the respective periods stated above due to
factors such as (i) economic and business conditions; (ii) timely completion of the Offer; (iii) market conditions outside the
control of our Company; and (iv) any other commercial considerations, the remaining Net Proceeds shall be utilised (in part or
full) in subsequent periods as may be determined by our Company, in accordance with applicable laws.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described in this section are based
on our current business plan, management estimates, financial and market conditions, competition, business needs and strategies
and interest/ exchange rate fluctuations and other external commercial and technical factors. However, such fund requirements
and deployment of funds described herein have not been appraised by any bank, or financial institution or any other independent
agency. We may have to revise our funding requirements and deployment on account of a variety of factors such as our financial
and market condition, business and strategy, competition and other external factors such as changes in the business environment
and interest or exchange rate fluctuations, which may not be within the control of our management. This may entail rescheduling
or revising the planned expenditure and funding requirements, including the expenditure for a particular purpose at the
discretion of our management, subject to compliance with applicable laws. For details in relation to the discretion available to
105our management in respect of use of the Net Proceeds, see, “Risk Factors – Any variation in the utilization of the Net Proceeds
would be subject to certain compliance requirements, including prior shareholders’ approval” on page 60.
In case of a shortfall in the Net Proceeds towards meeting the Objects, we may explore a range of options including utilising
our internal accruals. In the event that the estimated utilization of the Net Proceeds in a scheduled fiscal year is not completely
met, due to the reasons stated above, the same shall be utilised in the next fiscal year, as may be determined by our Company,
in accordance with applicable laws. Further, if the actual utilisation towards any of the Objects is lower than the proposed
deployment such balance will be used towards general corporate purposes to the extent that the total amount to be utilised
towards general corporate purposes will not exceed 25% of the Gross Proceeds of the Fresh Issue and the same shall be subject
to noting taken by our Board.
Means of finance
The fund requirements set out in the aforesaid Objects are proposed to be met entirely from the Net Proceeds. Accordingly, our
Company confirms that there is no requirement to make firm arrangements of finance through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing identifiable accruals
as required under the SEBI ICDR Regulations. In case of a shortfall in the Net Proceeds or any increase in the actual utilization
of funds earmarked for the Objects, our Company may explore a range of options, including utilizing our internal accruals.
Details of the Objects
I. Prepayment or repayment of a portion of certain outstanding borrowings availed by our Company and its
Subsidiary
Our Company and its Subsidiary have entered into various financial arrangements with banks, financial institutions and other
entities. The loan facilities entered into by our Company and its Subsidiary include borrowings in the form of, inter alia, term
loans and working capital facilities. For further details, see “Financial Indebtedness” beginning on page 348. As on June 30,
2025, the outstanding indebtedness of the Company and its Subsidiary is ₹ 2,875.58 million.
Our Company and its Subsidiary proposes to utilise an estimated amount of ₹ 2,450.00 million including ₹ 1,632.00 million to
be utilised by the Company and ₹ 818.00 million to be utilised by the Subsidiary, from the Net Proceeds towards repayment/
prepayment, of all or a portion of certain secured borrowings availed by our Company and its Subsidiary. We believe that the
repayment/ prepayment, will help reduce our outstanding indebtedness, assist us in maintaining a favourable debt-equity ratio,
reduce our interest outflow and enable utilisation of some additional amount from our internal accruals for further investment
in business growth and expansion. In addition, we believe that since our debt-equity ratio will improve, it will enable us to raise
further resources at competitive rates and additional funds / capital in the future to fund potential business development
opportunities and plans to grow and expand our business in the future. Our Company and its Subsidiary may choose to repay/
prepay certain borrowings availed by our Company and its Subsidiary, other than those identified in the table below, which
may include additional borrowings availed after the filing of this Draft Red Herring Prospectus.
Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges as
prescribed by the respective lender. Such prepayment charges, as applicable, will also be funded out of the Net Proceeds.
Further, interest will also be funded out of the Net Proceeds. Given the nature of the borrowings and the terms of repayment/
prepayment/ redemption, the aggregate outstanding amounts under the borrowings may vary from time to time and our
Company and its Subsidiary may, in accordance with the relevant repayment schedule, repay or refinance some of their existing
borrowings prior to Allotment.
Given the nature of these borrowings and the terms of repayment/prepayment, the aggregate outstanding borrowing amounts
may vary from time to time. Further, 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. In light of the above, if at the time of filing of the Red Herring Prospectus, any of the below
mentioned loans are repaid in part or full or refinanced or if any additional credit facilities are availed or drawn down or if the
limits under the working capital borrowings are increased, then the table below shall be suitably revised to reflect the revised
amounts or loans as the case may be which have been availed by our Company and its Subsidiary.
The abovementioned factors will also determine the form of investment undertaken by our Company for prepayment/ repayment
of the borrowing arrangements availed by our Subsidiary, i.e., whether they will be in form of subscription or purchase of equity
shares, preference shares, convertible or non-convertible securities, debt or any other instrument or combinations thereof, which
shall be at the discretion of Board of Directors.
The following table sets forth details of certain borrowings availed by our Company, out of which our Company may
repay/prepay, all or a portion of any or all of the borrowings:
106Name of Bank/ Date of sanction Nature of Principal loan Principal loan Interest rate (% Repayment Tenor Prepayment Purpose for which
Financial borrowing amount amount per annum) schedule penalty/ disbursed loan
institution sanctioned as on outstanding as on conditions amount was
June 30, 2025 (₹ June 30, 2025 (₹ utilised*
in million) in million)
HDFC Bank Ltd. June 21, 2024 Cash Credit 200.00 120.13 8.73 NA - The Company shall Working capital
give the Bank a requirements
minimum of 30
days' prior notice of
its intention to
prepay or foreclose
whole or part the
Facility
Term Loan :4% on
outstanding
principal amount
under the Facility /
Loan as on date of
the end of notice
Period
Facility other than
Term Loan: 4% of
the Overall Facility
Limit.
HDFC Bank Ltd. June 21, 2024 Term Loan 360.00 222.88 7.84 7th of each month 74 months Working capital
requirements
HDFC Bank Ltd. June 21, 2024 Working Capital 300.00 291.18 9.00 NA - Working capital
requirements
The Hongkong and August 20, 2024 Cash Credit 350.00 341.22 8.60 NA - NA Working capital
Shanghai Banking requirements
Corporation
Limited
The Hongkong and August 20, 2024 Vendor Credit 200.00 138.37 8.10 NA - NA Working capital
Shanghai Banking requirements
Corporation
Limited
The Hongkong and August 20, 2024 Term Loan 23.00 12.14 8.72 - 74 months NA Working capital
Shanghai Banking requirements
Corporation
Limited
Union Bank of September 27, Cash Credit 600.00 595.27 10.10 NA - NA Working capital
India 2024 requirements
Total 2,033.00 1,721.19
107* In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, which requires a certificate from the statutory auditor, certifying the utilization of loan for the purposes availed, our Company has obtained
the requisite certificate from our Statutory Auditors by way of their certificate dated September 3, 2025.
The following table sets forth details of certain borrowings availed by our Subsidiary, out of which our Subsidiary may repay/prepay, all or a portion of any or all of the borrowings:
Name of Bank/ Date of sanction Nature of borrowing Principal loan Principal loan Interest rate (% per Repayment schedule Tenor Prepayment Purpose for which
Financial institution amount sanctioned amount outstanding annum) penalty/ conditions disbursed loan
as on June 30, 2025 as on June 30, 2025 amount was
(₹ in, million) (₹ in million) utilised*
HDFC Bank Ltd. July 9, 2024 Cash Credit 330.00 186.17 8.44 NA - The Borrower shall Working capital
give the Bank a requirements
HDFC Bank Ltd. July 9, 2024 Term Loan 31.00 13.02 8.67 7th of each month 64 months minimum of 30 Working capital
days' prior notice requirements
HDFC Bank Ltd. November 29, Term Loan 150.00 149.95 9.00 7th of each month 84 months of its intention to Capital
2024 prepay or foreclose Expenditure
whole or part the
Facility
Term Loan :4% on
outstanding
principal amount
under the Facility /
Loan as on date of
the end of notice
Period
Facility other than
Term Loan: 4% of
the Overall Facility
Limit.
The Hongkong and March 28, 2023 Vendor Credit 40.00 32.76 8.01 NA - NA Working capital
Shanghai Banking requirements
Corporation
Limited
The Hongkong and March 28, 2023 Cash Credit 110.00 104.11 8.60 NA - NA Working capital
Shanghai Banking requirements
Corporation
Limited
Union Bank of September 27, Working Capital 300.00 283.49 10.10 NA - NA Working capital
India 2024 (Cash Credit) requirements
Total 961.00 769.51
* In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, which requires a certificate from the statutory auditor, certifying the utilization of loan for the purposes availed, our Company has obtained
the requisite certificate from our Statutory Auditors by way of their certificate dated September 3, 2025.
108The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed is at the discretion
of the Board and has been 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) terms
and conditions of such consents and waivers, (v) levy of any prepayment penalties and the quantum thereof, (vi) provisions of
any laws, rules and regulations governing such borrowings, and (vii) other commercial considerations including, among others,
the amount of the loan outstanding and the remaining tenor of the loan.
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 and its Subsidiary has obtained necessary consents and notified the relevant lenders,
respectively, as is required under the relevant facility documentation. Further, to the extent our Company and its Subsidiary
may be subject to the levy of prepayment penalties or premiums and other related costs, depending on the facility being
repaid/prepaid, the conditions specified in the relevant documents governing such credit facility and the amount
outstanding/being prepaid/repaid, as applicable, payment of such penalty or premium and other related costs shall be made from
the Net Proceeds. If the Net Proceeds are insufficient to the extent required for making payments for such prepayment penalties
or premiums, such excessive amount shall be met from our internal accruals. 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 and its Subsidiary from Net Proceeds.
II. General corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million towards general corporate purposes,
subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The general
corporate purposes for which our Company proposes to utilise Net Proceeds and the Pre-IPO Placement (excluding the expenses
for the Pre-IPO Placement), without limitation include strategic initiatives, funding growth opportunities, expansion initiatives
and meeting exigencies, brand building, meeting expenses incurred by our Company in the ordinary course of business and any
other purpose, as may be approved by our Board or a duly constituted committee thereof from time to time, subject to
compliance with applicable law, including provisions of the Companies Act, as may be applicable.
In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient and as
approved periodically by our Board, subject to compliance with necessary provisions of the Companies Act. The quantum of
utilisation of funds towards each of the above purposes will be determined by our Board, based on the amount actually available
under this head and the business requirements of our Company, from time to time. Our Company’s management shall have
flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the entire amount that we have currently
estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount in the next Fiscal
Offer Expenses
The total expenses of the Offer are estimated to be approximately ₹ [●] million.
The Offer related expenses primarily include among others, listing fees, fees payable to the BRLMs and legal counsels, fees
payable to the Auditors, brokerage and selling commission, underwriting commission, commission payable to Registered
Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Banks’ fees, Registrar’s fees, printing and stationery expenses, advertising and
marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.
Other than the (a) listing fees, audit fees (not in relation to the Offer), and expenses for any product or corporate advertisements
consistent with past practice of our Company, each of which shall be borne solely by our Company; and (b) fees and expenses
in relation to the legal counsel to the Promoter Selling Shareholders, which shall be borne by the Promoter Selling Shareholders,
all costs, charges, fees and expenses that are associated with and incurred in connection with the Offer will be shared between
our Company and the Promoter Selling Shareholders in proportion to the number of Equity Shares issued and allotted by our
Company pursuant to the Fresh Issue and/or transferred by the Promoter Selling Shareholders in the Offer for Sale. The
Promoter Selling Shareholders agree that it shall reimburse our Company for all expenses undertaken by our Company on their
behalf in relation to the Offer in proportion to the Equity Shares offered by each of them as part of the Offer. The break-down
for the estimated Offer expenses are set forth below:
Activity Estimated expenses# As a % of the total As a % of the total
(in ₹ million) estimated Offer Offer size
expenses
BRLM’s fees and commissions (including underwriting commission [●] [●] [●]
brokerage and selling commission, as applicable))
Commission/processing fee for SCSBs, Sponsor Bank and Bankers [●] [●] [●]
to the Offer. Brokerage, underwriting commission and selling
commission and bidding/uploading charges for members of the
Syndicate, Registered Brokers, RTAs and CDPs
109Activity Estimated expenses# As a % of the total As a % of the total
(in ₹ million) estimated Offer Offer size
expenses
Fees payable to the Registrar to the Offer [●] [●] [●]
Others [●] [●] [●]
(i) Listing fees, SEBI filing fees, upload fees, Stock Exchanges [●] [●] [●]
processing fees, book building software fees and other
regulatory expenses
(ii) Printing and stationery expenses [●] [●] [●]
(iii) Advertising and marketing expenses [●] [●] [●]
(iv) Fees payable to legal counsel [●] [●] [●]
(v) Fees payable to the Monitoring Agency, PCS, etc. [●] [●] [●]
(vi) Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
# Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price.
(1) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders which are directly procured and
uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% 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 to the SCSBs on the Bid cum Applications Forms directly procured by them.
Processing fees payable to the SCSBs on the portion for Non-Institutional Bidders which are procured by the members of the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB (including 3-in-1 type accounts – linked online trading, demat and bank account) for
blocking, would be as follows:
Portion for RIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ [●] per valid application (plus applicable taxes)
* The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only after such SCSBs provide
a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular
No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the SCSBs shall be made in
compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. Amount Allotted is the product of the number of
Equity Shares Allotted and the Offer Price
(3) The Processing fees for applications made by Retail Individual Bidders using the UPI Mechanism would be as follows:
• Members of the Syndicate / RTAs / CDPs / Registered Brokers ₹ [●] per valid Application (plus applicable taxes)
• Sponsor Bank ₹ [●] 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, NCPI 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
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and
Sponsor Bank Agreement.
(4) Selling commission on the portion for Retail Individual Bidders (using UPI Mechanism), Non-Institutional Bidders which are procured by members of
the Syndicate (including their sub-Syndicate Members), Registered Brokers, RTAs and CDPs or for using 3-in-1 type accounts-linked online trading,
demat and bank account provided by some of the brokers which are members of the Syndicate (including their sub-Syndicate Members) would be as
follows:
Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% 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 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.
Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by Retail
Individual Bidders using 3-in-1 accounts and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking or using 3-in-1
accounts, would be as follows: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs
and CDPs.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal
ID as captured in the bid book of BSE or NSE.
Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered Brokers / RTAs /
CDPs and submitted to the SCSB for blocking shall be ₹ [●] per valid Bid cum Application Form (plus applicable taxes). The
processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks
provide a written confirmation on compliance with SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022
and SEBI Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable).
The Offer expenses shall be payable in accordance with the arrangements or agreements entered into by our Company with the
respective Designated Intermediary.
110Interim use of Net Proceeds
Our Company, in accordance with the applicable law, policies established by our Board from time to time and in order to attain
the Objects set out above, will have flexibility to deploy the Net Proceeds. Pending utilisation of the Net Proceeds for the
purposes described above, our Company will temporarily invest the Net Proceeds in deposits in one or more scheduled
commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934, as may be approved by our Board. In
accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for
buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets.
Appraising entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Bridge financing facilities
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
Our Company will appoint a monitoring agency in accordance with Regulation 41 of the SEBI ICDR Regulations.
Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency
shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation, on a quarterly basis, until such time as
the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring Agency on
receipt before the Audit Committee without any delay. Our Company will disclose and continue to disclose, the utilisation of
the Gross Proceeds, including interim use under a separate head in our balance sheet for such fiscals as required under applicable
law, clearly specifying the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds
remains unutilised. Our Company will also, in its balance sheet for the applicable fiscals, provide details, if any, in relation to
all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Further, our Company,
on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as applicable, in the notes to our
quarterly consolidated results. Our Company will indicate investments, if any, of unutilised Gross Proceeds in the balance sheet
of our Company for the relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges.
Pursuant to 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 Gross Proceeds remain unutilised. Such disclosure shall
be made only until such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the
statutory auditor of our Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our
Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual
utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of category wise
variations in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above. This
information will also be published in newspapers simultaneously with the interim or annual financial results and explanation
for such variation (if any) will be included in our Director’s report, after placing the same before the Audit Committee.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the objects
of the Offer without our Company being authorised to do so by the Shareholders by way of a special resolution through postal
ballot, video conferencing or other audio visual means in terms of General Circular 14/2020 dated April 8, 2020 issued by MCA
read with amendments thereto. In addition, the notice issued to the Shareholders in relation to the passing of such special
resolution (the “Notice”) shall specify the prescribed details, including justification for such variation and be published and
placed on website of our Company, in accordance with the Companies Act, 2013, read with relevant rules.
The Notice shall simultaneously be published in the newspapers, one in English, one in Hindi, and one in Telugu, the vernacular
language of the jurisdiction where our Registered and Corporate Office is situated. Pursuant to Section 13(8) of the Companies
Act, 2013, our Promoters or controlling Shareholders will be required to provide an exit opportunity to the Shareholders who
do not agree to such proposal to vary the objects, subject to the provisions of the Companies Act, 2013 and in accordance with
such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association,
the Companies Act, 2013 and the SEBI ICDR Regulations.
111Other confirmations
Except to the extent of the proceeds received pursuant to the Offer for Sale, none of our Promoters, Directors, KMPs, Senior
Management, Promoter Group or Group Companies will receive any portion of the Offer Proceeds and there are no material
existing or anticipated transactions in relation to utilization of the Net Proceeds with our Promoters, Directors, KMPs, Senior
Management, Promoter Group or Group Companies. Further, except in the ordinary course of business, there is no existing or
anticipated interest of such individuals and entities in the objects of the Fresh Issue as set out above.
Further, pursuant to the Offer, the Net Proceeds received by our Company shall only be utilised for the Objects identified above,
and for general corporate purposes and none of our Promoters, Promoter Group or Group Companies, as applicable, shall
receive a part of or whole Net Proceeds directly or indirectly
112BASIS FOR OFFER PRICE
The Price Band and the Offer Price will be determined by our Company, in consultation with the BRLMs, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and the quantitative and
qualitative factors as described below and is justified in view of these parameters. The face value of the Equity Shares is ₹ 2
each and the Floor Price is [●] times the face value of the Equity Shares and the Cap Price is [●] times the face value of the
Equity Shares.
Investors should also refer to “Risk Factors”, “Our Business”, “Financial Information” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 33, 203, 284 and 351, respectively, to have an informed
view before making an investment decision.
Qualitative factors
Some of the qualitative factors which form the basis for computing the Offer Price are as follows:
• Well-diversified agro-sciences company with scaled-up product portfolio consisting of seeds, bio-stimulants,
agrochemicals and speciality fertilizers.
• Pan-India presence with robust distribution network and strong farmer connect.
• Strong focus on R&D with a well-established manufacturing and storage facilities.
• Fastest growing agro-sciences company in India supported by a strong marketing team.
• Led by qualified and experienced Promoters and supported by a professional management team and strong corporate
governance.
For further details, see “Our Business - Strengths” beginning on page 210, respectively.
Quantitative factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial
Information. For further details, see “Restated Consolidated Financial Information” on page 284.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
1. Basic and diluted Earnings per Share (“EPS”), adjusted for changes in capital:
(a) As derived from the Restated Consolidated Financial Information:
Financial Year/Period Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2025 5.22 5.22 3
March 31, 2024 3.54 3.54 2
March 31, 2023 2.13 2.13 1
Weighted Average 4.15 4.15
Notes:
i) The face value of each Equity Share is ₹ 2 per share.
ii) Basic EPS (in ₹) = Basic earnings/(loss) per share are derived from the Restated Consolidated Financial Information.
iii) Diluted EPS (₹) = Diluted earnings/(loss) per share are derived from the Restated Consolidated Financial Information.
iv) Basic and Diluted earnings/(loss) per equity share has been calculated in accordance with the Indian Accounting Standard 33 - "Earnings
per share”.
v) Weighted average = Aggregate of financial year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
financial year /Total of weights.
vi) All the figures mentioned above are derived from the Restated Consolidated Financial Information.
2. Price/Earnings (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share:
Particulars P/E at the Floor Price (no. of times) P/E at the Cap Price (no. of times)
Based on basic EPS for Fiscal 2025 [●]* [●]*
Based on diluted EPS for Fiscal 2025 [●]* [●]*
* To be populated after fixing of price band
1133. Industry P/ E ratio
Particulars P/E ratio
Highest 58.75
Lowest 21.13
Average 34.80
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 August 22, 2025 on www.bseindia.com, divided by Diluted EPS
based on the financial results declared by the peers available on website of www.bseindia.com for the Financial Year ending March 31,
2025
Return on Net Worth (“RoNW”)
As per the Restated Consolidated Financial Information:
Financial Year RoNW (%) Weight
March 31, 2025 33.58 3
March 31, 2024 31.78 2
March 31, 2023 25.62 1
Weighted Average 31.65
Notes:
i) Weighted average = Aggregate of financial year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for each
financial year / Total of weights
ii) Return on Net Worth (%) = Net profit after tax, as restated / Average Net worth as restated as at period/year end.
iii) Net worth means the average aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of
revaluation of assets, write-back of depreciation and amalgamation
4. Net Asset Value (“NAV”) per Equity Share (face value of ₹2 each)
Net Asset Value per Equity Share (₹)
As on March 31, 2025* 17.71
After the completion of the Offer
- At the Floor Price# [●]
- At the Cap Price# [●]
- At the Offer Price# [●]
* As per the Restated Consolidated Financial Information.
# To be computed after finalization of price band
Notes:
i) Net Asset Value per equity share represents net worth as at the end of the fiscal year, as restated, divided by the number of Equity Shares
outstanding at the end of the period/year.
5. Comparison of Accounting Ratios with listed industry peers
We understand that listed industry peers of the Company have been identified as Kaveri Seeds Company Limited,
Dhanuka Agritech Limited and Rallis India Limited (the “Industry Peers”). The listed peers as identified above
operate in similar industry segments and may have similar offerings as that of our Company, however their business
model, revenue composition, focus area, geographic presence and nature of business may not be the same as that of
our Company.
Based on our review of the audited consolidated financial statements of such Industry Peers, as selected by the
Company, for their last audited financial year i.e. (Fiscal 2025), we confirm: (a) the highest P/E ratio among the
Industry Peers was 58.75, while the lowest P/E ratio was 21.13; and (b) the additional details as set forth below:
114Name of the Standalone / Face value P/E EPS EPS RoNW (%) NAV (₹ per Revenue
Company Consolidated per equity (Basic) (₹) (Diluted) share) from
share (₹) (₹) Operations
(in ₹ million)
Eldorado Agritech Consolidated 2 NA 5.22 5.22 33.58 17.71 4,414.81
Limited*
Kaveri Seeds Consolidated 2 21.13 55.10 55.10 20.61 292.28 12,049.70
Company Limited
Dhanuka Agritech Consolidated 2 24.51 65.55 65.55 22.34 311.17 20,351.52
Limited
Rallis India Limited Standalone 1 58.75 6.43 6.43 6.70 97.92 26,629.40
* Financial information for our Company is derived from the Restated Consolidated Financial Information as at and for the Fiscal 2025.
i) All the financial information for listed industry peer mentioned above is sourced from the audited financial statements of the relevant company for Fiscal
2025 as available on the websites of the Stock Exchanges.
ii) The industry P/E ratio mentioned above is for the Financial Years ended March 31, 2025. P/E ratio has been computed based on the closing market price
of equity shares on www.bseindia.com on August 22, 2025 divided by the Diluted EPS for the year ended March 31, 2025.
iii) Net Asset Value (NAV) is computed as closing Net worth divided by total number of equity shares as on 31st March 2025 adjusted for split and bonus
issue .
iv) Return on Net Worth (%) (RONW) = Profit for the year divided by total average Net worth.
v) Net worth means the average aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation
and amalgamation.
Source for Industry Peer information included above: Annual Reports of respective companies and www.bseindia.com
6. The Offer Price is [●] times of the face value of the Equity Shares.
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, on the basis of
assessment of market demand from investors for Equity Shares through the Book Building Process and is justified in
view of the above qualitative and quantitative parameters. The trading price of the Equity Shares could decline,
including due to the factors mentioned in “Risk Factors - Our Equity Shares have never been publicly traded and after
this Offer, our Equity Shares may experience price and volume fluctuations and an active trading market for our
Equity Shares may not develop. Further, this offering Price may not be indicative of the market price of our Equity
Shares after this offering” on page 70, and you may lose all or part of your investments.
7. Key Performance Indicators (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyze its business
performance, which in result, help us in analyzing the growth of business in comparison to our peers. The following
table highlights our key performance indicators of our financial performance that have a bearing on arriving at the
basis for Offer Price and disclosed to our investors during the three years preceding to the date of this Draft Red
Herring Prospectus, as at the dates and for the period indicated:
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from operations in ₹ million 4,414.81 3,522.02 2,698.14
Growth in revenue from operations in % 25.35 30.54 NA
Revenue from Seeds segment in ₹ million 2,782.41 2,178.55 1,805.78
Revenue from Crop care segment in ₹ million 1,632.40 1,343.47 892.36
Average revenue per dealer in ₹ million 0.57 0.52 0.43
Earnings before interest, taxes, depreciation, and in ₹ million 1,110.76 757.04 454.45
amortization (EBITDA)
EBITDA margin in % 25.16 21.49 16.84
Profit after tax (PAT) in ₹ million 718.60 487.78 293.30
PAT margin in % 16.28 13.85 10.87
Return on capital employed in % 23.75 24.48 22.10
Return on equity ratio in % 34.60 33.14 27.12
R&D expenses in ₹ million 125.70 72.92 42.55
R&D expenses as a % of revenue in % 2.85 2.07 1.58
Revenue from products launched in the last three years in % 17.73 18.09 14.19
(Seeds) as a % of total revenue
Revenue from products launched in the last three years in % 12.25 15.52 13.28
(Crop Care) as a % of total revenue
Working capital days in days 248 209 202
Inventory turnover ratio in times 1.95 2.47 2.45
Debt to equity ratio in times 1.12 0.92 0.88
115Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Fixed assets turnover ratio in times 4.84 5.49 6.39
Operational KPIs
Number of new products launched (Seeds) in number 53 10 10
Number of new products launched (Crop care) in number 26 29 16
Number of dealers in number 7,705 6,794 6,260
State presence in number 18 16 14
Notes:
1. Revenue from operations is computed as the sum of revenue from sale of seeds and sale of crop care after deducting discount allowed
2. Growth in revenue from operations is computed as increase/decrease in revenue from operations in the current period divided by revenue
from operations for the previous period * 100
3. Revenue from Seeds segment (%) is computed as revenue from operations from Seeds segment as a % of revenue from operations, which helps
in ascertaining the contribution from the seed segment
4. Revenue from Crop Care segment (%) is computed as revenue from operations from Crop Care segment as a % of revenue from operations,
which helps in ascertaining the contribution from the Crop Care segment
5. Average revenue per dealer is computed as revenue from operations divided by number of active dealers at the end of the year
6. EBITDA is calculated as profit before tax and exceptional items plus (i) finance costs and (ii) depreciation and amortization expenses, less (i)
other income
7. EBITDA margin is calculated as EBITDA divided by revenue from operations * 100
8. PAT is profit after tax for the year
9. PAT margin is calculated as PAT divided by revenue from operations * 100
10. Return on capital employed is computed as earnings before interest and taxes (“EBIT”) for the year divided by average capital employed.
EBIT is calculated as profit before tax and exceptional items plus finance costs, less other income. Average capital employed is calculated by
averaging the opening and closing balance of capital employed. Capital employed is calculated by adding total equity, long term borrowings
(including current maturities of long-term borrowings), short term borrowings and deferred tax liabilities
11. Return on equity is computed as PAT for the year divided by average total equity. Total equity is calculated as the sum of equity share capital
and other equity
12. Research & development expenses for the year
13. R&D expenses as a % of revenue is computed as R&D expenses divided by revenue from operations *100
14. Revenue from products launched in the last three years (Seeds) as a % of total revenue is computed as revenue from new products
commercialized (Seeds) in the last three years divided by revenue from operations * 100
15. Revenue from products launched in the last three years (Crop Care) as a % of total revenue calculated as revenue from new products
commercialized (Crop Care) in the last three years divided by revenue from operations * 100
16. Debt to equity ratio is calculated as total debt divided by total equity
17. Inventory turnover ratio is computed as revenue from operations divided by average inventory. Average inventory is calculated by averaging
the opening inventory and closing inventory (inventory including biological assets)
18. Working capital days is computed as net working capital divided by revenue from operations multiplied by 365 days. Net working capital is
calculated as aggregate of trade receivables, inventories (including biological assets) and advance to suppliers minus trade payables and
advance from customers
19. Fixed assets turnover ratio is computed by dividing revenue from operations by average total fixed assets. Average total fixed assets is
calculated by averaging the opening Total Fixed Assets and the closing Fixed Total Assets.
20. Number of new products launched (Seeds) refer to the total number of new seed products launched during the year
21. Number of new products launched (Crop Care) refer to the total number of new crop care products launched during the year
22. Total number of dealers refers to the total count of active dealers and distributors at the end of the fiscal year
23. State presence refers to the total number of states where the Company’s products are sold
Explanation for the Key Performance Indicators:
Sr. No. KPI Explanation of KPI
Financial KPIs
1. Revenue from operations Revenue from operations helps management track business
income and assess our Company’s overall financial performance
and scale
2. PAT Tracks profitability after tax, helping management assess revenue
efficiency and operational cost management.
3. R&D expenses Represents the expenditure spent by company for its research and
development on new product developments
4. Growth in Revenue from operations Growth in Revenue from Operations refers to the percentage
increase/decrease in a company’s revenue over a given period.
5. Revenue from Seeds segment (%) Revenue from operations from seeds segment as a % of Revenue
from operations helps in ascertaining the contribution from the
seed segment
6. Revenue from Crop care segment (%) Revenue from operations from crop care segment as a % of
Revenue from operations helps in ascertaining the contribution
from the crop care segment
7. Average Revenue per dealer Average Revenue per dealer provides a clear benchmark for
evaluating dealer performance and guiding decisions on network
optimization and growth
8. EBITDA EBITDA provides information regarding the operational
efficiency of the business
9. EBITDA Margin EBITDA margin is an indicator of the operational profitability
and financial performance of the business.
116Sr. No. KPI Explanation of KPI
10. Profit after tax Margin PAT margin indicates net profitability, used to evaluate overall
financial efficiency and communicate performance to investors.
11. Return on capital employed Return on capital employed measures the efficiency with which it
utilizes its capital to generate profits.
12. Return on Equity Return on Equity measures how much profit a company
generates with the money shareholders have invested.
13. R&D expenses as a % of revenue Represents the portion of the company’s revenue that is invested
in research and development activities for new product
developments.
14. Revenue from products launched in the last 3 Represents the contribution of newly launched seed products
years (seeds) as a % of revenue from (within the last 3 years) to the company’s overall revenue.
operations
15. Revenue from products launched in the last 3 Represents the contribution of newly launched crop care products
years (crop care) as a % of revenue from (within the last 3 years) to the company’s overall revenue.
operations
16. Debt to Equity Ratio Debt to Equity ratio is used to measure the financial leverage of
the Company
17. Inventory Turnover Ratio Inventory Turnover ratio measures how efficiently a company
manages its inventory and how many times the inventory is sold
and replaced during a given period/ year. It reflects the
operational efficiency of inventory management.
18. Working Capital Days Working capital days indicates the working capital requirements
of our Company in relation to revenue generated from operations.
19. Fixed assets turnover Ratio Fixed Assets Turnover Ratio evaluates how effectively fixed
assets generate revenue, critical for capital-intensive industries.
Operational KPIs
20. Number of New products launched (seeds) Number of new products introduced in a specific period,
indicating innovation and product development activity in the
Seed segment.
21. Number of New products launched (crop care) Number of new products introduced in a specific period,
indicating innovation and product development activity in the
crop care segment.
22. Number of Dealers and distributors Total number of dealers and distributors refers to the total count
of dealers and distributors at the end of the fiscal year
23. States presence Represents the number of states where the company operates or
has a market presence, indicating the geographic reach and
market coverage of the business.
The key performance indicators set forth above, have been approved by the Audit Committee pursuant to its resolution
dated September 2, 2025. Further, the Audit Committee has on September 2, 2025 taken on record that other than the
key performance indicators set forth above, our Company has not disclosed any other such key performance indicators
during the last three years preceding the date of this Draft Red Herring Prospectus to its investors. Further, the
aforementioned KPIs have been certified by Sarath & Associates, Chartered Accountants, by their certificate dated
September 3, 2025.
Our Company shall continue to disclose the KPIs disclosed above, on a periodic basis, at least once in a year (or for
any lesser period as determined by our Company), for a duration that is at least the later of (i) one year after the listing
date or period specified by SEBI; or (ii) till the utilisation of the Net Proceeds. Any change in these KPIs, during the
aforementioned period, will be explained by our Company. The ongoing KPIs will continue to be certified as required
under the SEBI ICDR Regulations.
For further details of our other operating metrics, see “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 203 and 351, respectively.
Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs as a supplemental measure to review and assess our
financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation or as
a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our financial and
operating performance. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar
information used by other companies and hence their comparability may be limited. Therefore, these metrics should
not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of
our operating performance, liquidity or results of operation. Although these KPIs are not a measure of performance
calculated in accordance with applicable accounting standards, our Company’s management believes that it provides
117an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our
financial results with other companies in our industry because it provides consistency and comparability with past
financial performance, when taken collectively with financial measures prepared in accordance with Ind AS. Investors
are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric
to evaluate our business.
Comparison of our key performance indicators with listed industry peers
The following tables provides a comparison of our KPI with our listed peers for the last three Fiscals, which have been
determined on the basis of companies listed on the Indian stock exchanges, operating in similar industry segments and
may have similar offerings as that of our Company, however their business model, revenue composition, focus area,
geographic presence and nature of business may not be the same as that of our Company.
118(in ₹ million, except percentages)
S. No. KPI Unit Eldorado Agritech Limited Kaveri Seed Company Limited Dhanuka Agritech Limited Rallis India Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
1 Revenue from operations ₹ in Millions 4,414.81 3,522.02 2,698.14 12,049.70 11,484.05 10,703.55 20,351.52 17,585.44 17,002.20 26,629.40 26,483.80 29,669.75
2 Growth in Revenue from % 25.35 30.54 NA 4.93 7.29 10.35 15.73 3.43 15.05 0.55 -10.74 13.94
operations
3 Revenue from Seeds ₹ in Millions 2,782.41 2,178.55 1,805.78 NA 11,065.16 10,322.15 NA NA NA 4,129.10 4,126.80 3,395.10
segment
4 Revenue from Crop care ₹ in Millions 1,632.40 1,343.47 892.36 NA 418.89 381.40 20,097.14 17,328.90 16,824.38 21,932.80 22,068.50 26,087.30
segment
5 Average Revenue per ₹ in Millions 0.57* 0.52* 0.43* NA 3.03 2.14 3.13 2.71 2.62 3.86 3.42 4.13
dealer
6 EBITDA ₹ in Millions 1,110.76 757.04 454.45 2,909.40 2,858.19 2,517.24 4,166.08 3,274.44 2,786.90 2,867.60 3,111.50 2,183.40
7 EBITDA Margin % 25.16 21.49 16.84 24.14 24.89 23.52 20.47 18.62 16.39 10.77 11.75 7.36
8 PAT ₹ in Millions 718.60 487.78 293.30 2,822.82 2,998.81 2,726.45 2,969.60 2,390.93 2335.02 1,251.30 1,478.70 919.44
9 Profit after tax Margin % 16.28 13.85 10.87 23.43 26.11 25.47 14.59 13.60 13.73 4.70 5.58 3.10
10 Return on capital % 23.75 24.48 22.10 18.13 19.62 17.26 26.64 24.64 25.67 8.88 10.72 7.01
employed
11 Return on Equity % 34.60 33.14 27.12 20.61 23.04 20.58 22.34 20.64 23.10 6.70 8.31 5.37
12 R&D expenses ₹ in Millions 125.70 72.92 42.55 NA 589.55 497.92 31.05 21.04 24.50 622.20 597.90 532.80
13 R&D expenses as a % of % 2.85 2.07 1.58 NA 5.13 4.65 0.15 0.12 0.14 2.34 2.26 1.80
revenue
14 Revenue from products ₹ in Millions 17.73 18.09 14.19 NA NA NA NA NA NA NA NA NA
launched in the last 3
years (seeds) as a % of
total revenue
15 Revenue from products ₹ in Millions 12.25 15.52 13.28 NA NA NA NA NA NA NA NA NA
launched in the last 3
years (Crop care) as a %
of total revenue
16 Working Capital Days In days 248 209 202 192 143 165 119 115 102 83 86 69
17 Inventory Turnover Ratio in times 1.95 2.47 2.45 1.14 1.35 1.28 4.98 4.61 4.91 3.42 3.31 3.43
18 Debt to Equity Ratio in times 1.12 0.92 0.88 - - - 0.03 - - - - 0.06
19 Fixed assets turnover in times 4.84 5.49 6.39 3.38 4.13 4.27 6.27 7.26 10.61 3.63 3.96 5.33
Ratio
Operational KPIs
20 Number of New products In number 53 10 10 NA 19 13 NA NA NA 17 8 7
launched (seeds)
21 Number of New products In number 26 29 16 NA NA NA 6 14 10 9 19 13
launched (Crop care)
22 Number of Dealers and In number 7,705** 6,694** 6,260** NA 3,785 5,000 6,500 6,500 6,500 6,900 7,740 7,177
distributors
23 States presence In number 18 16 14 NA 21 21 Pan India Pan India Pan India 26 26 26
* We have considered active dealers for calculation of average revenue per dealer for our company, however there is no such classification for our listed peers. Active dealers represent the number of dealers who have actively transacted
with us during the respective Fiscal year.
** Number of dealers and distributors refers to active dealers during the Fiscal for our company, however there is no such classification for our listed peers.
1198. Past transfer(s)/ allotment(s)
a) The price per share of the Company based on the primary/ new issue of shares (equity/ convertible
securities)
There are no Equity Shares or convertible securities, excluding issuance of bonus shares, during 18 months
preceding the date of filing of the Draft Red Herring Prospectus, where such issuance is equal to or more than
5% of the fully diluted paid-up share capital of the 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 Issuance”).
b) The price per share of the Company based on secondary sale/ acquisitions of shares (equity/ convertible
securities
There are no secondary sale/ acquisitions of Equity Shares or any convertible securities (“Security(ies)”),
where the Promoters, members of the Promoter Group, or Shareholder(s) having the right to nominate
Director(s) on the Company’s Board are a party to the transaction (excluding gifts), during the 18 months
preceding the date of this certificate, where either acquisition or sale is equal to or more than 5% of the fully
diluted paid up share capital of the 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”).
c) Price per share based on last five primary or secondary transactions
Since there are no such transaction to report to under (a) and (b) then therefore information for based on last
5 primary or secondary transactions (secondary transactions where Promoters / promoter group entities or
shareholder(s) having the right to nominate director(s) in the Board of the Company, are a party to the
transaction excluding gift), not older than 3 years prior to the date of this certificate, irrespective of the size
of transactions:
It is confirmed that there have been no primary or secondary transactions (secondary transactions where
Promoters / promoter group entities or shareholder(s) having the right to nominate director(s) in the Board of
the Company, are a party to the transaction excluding gift), not older than 3 years prior to the date of this
certificate, irrespective of the size of transactions.
9. The Floor Price and Cap Price vis-à-vis Weighted Average Cost of Acquisition based on past allotment(s)/
secondary transaction(s)
Floor Price and Cap Price as compared to the weighted average cost of acquisition of Equity Shares based on primary/
secondary transaction(s), as disclosed in paragraph 10 above, are set out below:
Types of transactions Weighted Floor price* Cap price* (i.e. ₹ [●])
average cost of (i.e. ₹ [●])
acquisition (₹
per Equity
Share)
Weighted average cost of acquisition for last 18 months for NA^ [●] times [●] times
primary / new issue of shares (equity/ convertible securities),
excluding shares issued under an employee stock option
plan/employee stock option scheme and issuance of bonus
shares, during the 18 months preceding the date of this
certificate, where such issuance is equal to or more than five per
cent of the fully diluted paid-up share capital of the 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
Weighted average cost of acquisition for last 18 months for NA^^ [●] times [●] times
secondary sale / acquisition of shares equity/convertible
securities), where promoter / promoter group entities or
shareholder(s) having the right to nominate director(s) in our
Board are a party to the transaction (excluding gifts), during the
18 months preceding the date of this certificate, where either
acquisition or sale is equal to or more than five per cent of the
fully diluted paid-up share capital of the Company (calculated
based on the pre-issue capital before such transaction/s and
120Types of transactions Weighted Floor price* Cap price* (i.e. ₹ [●])
average cost of (i.e. ₹ [●])
acquisition (₹
per Equity
Share)
excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together
over a span of rolling 30 days
Since there were no primary or secondary transactions of equity NA^^^ [●] times [●] times
shares of the Company during the 18 months preceding the date
of filing of this certificate, the information has been disclosed
for price per share of the Company based on the last five primary
or secondary transactions where promoter /promoter group
entities 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 filing of this certificate irrespective of
the size of the transaction
- Based on primary issuances NA [●] times [●] times
- Based on secondary transactions NA [●] times [●] times
* To be updated at prospectus stage
Note:
^ There were no primary / new issue of shares (equity/ convertible securities) transactions in last 18 months prior to the date of this certificate.
^^ There were no secondary sales / acquisition of shares of shares (equity/ convertible securities) transactions in last 18 months prior to the date
of this certificate.
^^^ There were no primary / secondary transactions (excluding gift) not older than 3 years prior to the date of this certificate, irrespective of the
size of transactions.
Explanation for Offer Price/ Cap Price
Set forth below is an explanation for the Offer Price and Cap Price being (i) [●] times and [●] times, respectively, the
weighted average cost of acquisition of primary transactions in last three years; and (ii) [●] times and [●] times,
respectively, the weighted average cost of acquisition of secondary transactions in last three years; along with our
Company’s KPIs and financial ratios for the Fiscals 2023, 2024 and 2025, and in view of the external factors which
may have influenced the pricing of the Offer:
[●]*
* To be included at the Prospectus stage
The Offer Price will be [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the basis of
assessment of market demand from investors for Equity Shares through the Book Building Process and is justified in
view of the above qualitative and quantitative parameters. Investors should read the above information along with
‘Risk Factors’, ‘Our Business’, ‘Restated Consolidated Financial Information’ and ‘Management’s Discussion and
Analysis of Financial Conditions and Results of Operations’ on pages 33, 203, 284 and 351. The trading price of the
Equity Shares could decline due to the factors mentioned in “Risk Factors - Our Equity Shares have never been
publicly traded and after this Offer, our Equity Shares may experience price and volume fluctuations and an active
trading market for our Equity Shares may not develop. Further, this offering Price may not be indicative of the market
price of our Equity Shares after this offering” on page 70, or any other factors that may arise in the future and you
may lose all or part of your investments.
121STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
To,
The Board of Directors
Eldorado Agritech Limited
Shed-2, Plot No.A11 & A12/1 IDA Nacharam,
Medchal, Hyderabad, Telangana, India, 500076
(the “Company”)
Anand Rathi Advisors Limited
11th Floor, Times Tower, Kamala City,
Senapati Bapat Marg, Lower Parel,
Mumbai - 400 013, Maharashtra, India
Equirus Capital Private Limited
12th Floor, C wing, Marathon Futurex,
N.M Joshi Marg, Lower Parel,
Mumbai - 400013
(the aforementioned book running lead managers collectively with any other book running lead managers that may be appointed
in connection with the Offer, the “Book Running Lead Managers”)
Dear Sirs / Madams,
Re: Proposed initial public offering of equity shares of face value of ₹ 2 each (the “Equity Shares”) by Eldorado Agritech
Limited (formerly known as Eldorado Agritech Private Limited) (the “Company”) and offer for sale by Selling
Shareholders (“Offer”).
Subject: Statement on Special Tax Benefits available to Eldorado Agritech Limited (the “Company”) and its
shareholders and for its Material Subsidiary namely Srikar Biotech Private Limited under the Indian tax laws
We, Sarath & Associates, the statutory auditors of the Company, report that the enclosed statement in the Annexure A, B, and
C prepared by the Company and initiated by us and the Company for identification purpose (“Statement”) which states the
possible special tax benefits under Finance Act, 2025,
• the Income-tax Act, 1961 (the “Act”) as amended by the Finance Act 2025, i.e. applicable for the Financial Year
2025-26 relevant to the assessment year 2026-27, presently in force in India; and
• the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017/respective State
Goods and Services Tax Act, 2017 (“GST Act”), the Customs Act, 1962 (“Customs Act”) and the Customs Tariff
Act, 1975 (“Tariff Act”) as amended by the Finance Act 2025 including the relevant rules, notification and circulars
issued there under applicable for the Financial Year 2025-26 and Foreign Trade Policy, 2023, presently in force in
India.
available to the Company, its shareholders and its Material Subsidiary. Several of these benefits are dependent on the Company,
its shareholders and its Material Subsidiary as the case may be, fulfilling the conditions prescribed under the relevant provisions
of the statute. Hence, the ability of the Company, its shareholders to derive the special tax benefits is dependent upon their
fulfilling such conditions, which based on business imperatives the Company, its shareholders and its Material Subsidiary faces
in the future, the Company, its shareholders and its Material Subsidiary may or may not choose to fulfill.
The Act, the GST Act, the Customs Act and the Tariff Act as defined above, are collectively referred to as the (“Relevant
Acts”).
The benefits discussed in the enclosed statement cover only special tax benefits available to the Company and to the
shareholders of the Company and Material Subsidiary of the Company and are not exhaustive and also do not cover any general
tax benefits available to them. Further, any benefits available under any other laws within or outside India have not been
examined and covered by this Statement
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
This statement is only intended to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the 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 Offer. Neither are we suggesting nor advising the investor to invest in the Offer based on this statement.
122We do not express any opinion or provide any assurance as to whether:
(i) the Company or its shareholders or its Material Subsidiary 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 views expressed herein.
The contents of the enclosed statement are based on information, explanations and representations obtained from the Company
and its Material Subsidiary on the basis of our understanding of the business activities and operations of the Company.
We conducted our examination of the Statement 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 the ethical
requirements of the Code of Ethics issued by the (ICAI). We hereby confirm that while providing this certificate 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.
We also consent to the references to us as “experts” as defined under Section 2(38) of the Companies Act, 2013, read with
Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the draft red
herring prospectus, red herring prospectus and prospectus of the Company or in any other material used in connection with the
Offer.
We hereby give consent to include this statement of special tax benefits in the draft red herring prospectus (“DRHP”), red
herring prospectus (“RHP”), prospectus (“Prospectus”) and in any other material used in connection with the Offer.
This statement is for information and for inclusion (in part or full) in the draft red herring prospectus (“DRHP”), the red herring
prospectus (“RHP”) and the prospectus (“Prospectus”) filed in relation to the Offer (collectively, the “Offer Documents”) or
any other Offer-related material to be filed with Securities Exchange Board of India, relevant stock exchanges and Registrar of
Companies, Hyderabad at Telangana (“RoC”), where applicable in connection with the offer. Except as disclosed above, 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.
This Certificate may be relied upon by the Book Running Lead Managers and the legal advisors appointed by the Company in
relation to the Offer. We hereby authorize you to deliver a copy of this certificate pursuant to the companies Act, 2013 to SEBI,
the Registrar of Companies, Hyderabad at Telangana (“RoC”), the relevant stock exchanges, any other regulatory authority as
required by law.
We also consent to the inclusion of this letter as a part of “Material Contracts and Documents for Inspection” in connection
with this Offer, which will be available for public for inspection from the date of filing of the RHP to until the Bid/ Offer
Closing Date, if required by the SEBI, Stock Exchanges or any other regulatory authority in relation to the offer.
We confirm that we will immediately communicate any changes in writing in the above information to the Book Running Lead
Managers until the date when the Equity Shares commence trading on the relevant stock exchanges. In the absence of any such
communication from us, the Book Running Lead Managers and the legal advisors, each to the Company and the Book Running
Lead Managers, can assume that there is no change to the above information until the Equity Shares commence trading on the
relevant stock exchanges pursuant to the Offer.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Offer
Documents.
For Sarath & Associates
Chartered Accountants
Firm Registration No. 005120S
V S Roop Kumar
Partner
Membership No.: 213734
123UDIN: 25213734BMJHEA6364
Place: Hyderabad
Date: August 26, 2025
124STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS
AND ITS MATERIAL SUBSIDIARY OF THE COMPANY UNDER INCOME TAX ACT, 1961 (ACT), THE
CENTRAL GOODS AND SERVICES TAX ACT, 2017, THE INTEGRATED GOODS AND SERVICES TAX ACT,
2017 AND THE APPLICABLE STATES' GOODS AND SERVICES TAX ACTS.
ANNEXURE A
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS
UNDER THE APPLICABLE LAWS IN INDIA - INCOME TAX ACT, 1961
Outlined below are the special tax benefits available to Eldorado Agritech Limited (the "Company") and its Shareholders under
the Income Tax Act, 1961 (the "Act") as amended by the Finance Act, 2025 read with relevant rules, circular and notifications
issued from time to time, applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27, presently in force
in India.
I. Special tax benefits available to the Company
Eldorado Agritech Limited (the "Company") is an Indian Company, subject to tax in India. The Company is taxed on its
profits.
Profits are computed after allowing all reasonable business expenditure, laid out wholly and exclusively for the purposes
of the business, including depreciation.
Considering the activities and the business of the Company, the following special tax benefits may be available to them:
a. Lower corporate tax rate: Section 115BAA, as inserted in the Act w.e.f. 1 April 2020 (A.Y. 2020-21), provides that
domestic company can opt for tax rate of 22% plus surcharge at the rate of 10% and health and education cess at the
rate of 4% (effective tax rate of 25.168%), provided the total income of the company is computed without claiming
certain specified deductions and specified brought forward losses and claiming depreciation determined in the
prescribed manner.
In case a company opts for Section 115BAA, provisions of Minimum Alternate Tax ("MAT") would not be applicable
and earlier years MAT credit will not be available for set-off.
The option needs to be exercised on or before the due date of filing the income tax return. Option once exercised,
cannot be subsequently withdrawn for the same or any other subsequent assessment year.
Further, if the conditions mentioned in Section 115BAA are not satisfied in any financial year, the option exercised
shall become invalid for the assessment year in respect of such financial year and subsequent assessment years, and
the other provisions of the Act shall apply as if the option under Section 115BAA had not been exercised.
The company has represented that they have opted Section 115BAA of the Act for Assessment Year 2020-21 and
onwards.
The Company has opted for concessional tax rate under Section 115BAA of the Act. Hence, it will not be allowed to
claim any of the following deductions: Deduction under the provisions of Section 10AA (deduction for units in Special
Economic Zone).
1. Deduction under clause (ii a) of sub-Section (1) of Section 32 (Additional depreciation).
2. Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment allowance in backward areas,
Investment deposit account, site restoration fund).
3. Deduction under sub-clause (ii) or sub-clause (ii a) or sub-clause (iii) of sub-Section (1) or sub-Section (2AA) or
sub-Section (2AB) of Section 35 (Expenditure on scientific research).
4. Deduction under Section 35AD or Section 35CCC (Deduction for specified business, agricultural extension
project).
5. Deduction under Section 35CCD (Expenditure on skill development).
6. Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA and Section 80M;
7. No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred above;
1258. No set off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A, if such loss or
depreciation is attributable to any of the deductions referred above.
b. Deduction in respect of inter-corporate dividends - Section 80M of the Income Tax Act, 1961
As per the provisions of Section 80M of the Act, dividend received by the Company from any other domestic company
or a foreign company or a business trust shall be eligible for deduction while computing its total income for the relevant
year. A deduction of an amount equal to so much of the amount of income by way of dividends received from such
other domestic company or foreign company or business trust as does not exceed the amount of dividend distributed
by it on or before the date one month prior to the due date of filing return of income under sub-Section (1) of Section
139.
c. Deduction of additional employee cost - Section 80JJAA of the Income Tax Act, 1961
The Company is entitled to claim a deduction of an amount equal to 30% of additional employee cost (as defined u/s
80JJAA of the Act) incurred in the course of business in the previous year for three consecutive assessment years
including the assessment year relevant to the previous year in which such employment is provided to the additional
employees under section 80JJAA of the Act.
The eligibility to claim the deduction is subject to fulfilment of the following prescribed conditions
specified in sub-section (2) of section 80JJAA of the Act:
1. The company must be engaged in business and is subject to audit under Section 44AB of the Income Tax Act.
2. The employees in respect of whom deduction is claimed must be additional employees employed during the
previous year, drawing monthly emoluments not exceeding ₹25,000, participating in a Recognized Provident
Fund, and employed for a minimum period of 240 days during the previous year (150 days in case of business of
manufacturing of apparel, footwear or leather). They should not be employed through a contract or as casual
labour.
3. There must be an increase in the total number of employees as compared to the preceding financial year, and the
additional employee cost must be positive and Emoluments must be paid by a mode other than cash.
4. The business must not be formed by splitting up or reconstruction of an existing business or by transfer of
business from any other person or entity.
5. The company must furnish Form 10DA, duly certified by a Chartered Accountant, along with the income tax
return.
The Company is presently not claiming deduction under section 80JJAA of the Act. However, this deduction could be
claimed in the future subject to fulfilment of the afore-mentioned conditions.
d. Exemption for Agricultural Income
The Income generated from cultivation and marketing of seeds and vegetables, which is in the nature of agriculture
activity, is fully exempt from Income Tax u/s 10(1) of the Income Tax Act.
II. Special tax benefits available to the Shareholders of the Company
There are below special tax benefits available to the Shareholders of the Company for investing in the shares of the
Company.
1. Resident shareholder
a. Tax on 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, deduction under Section 80M of the Act would be available on fulfilling
the conditions (as discussed above).
126b. Tax on Long-term capital gains:
Shares of a company listed on recognized stock exchange in India and are held for a period more than 12 months
shall qualify as long-term capital asset.
As per section 112A read with section 115E of the Act, long-term capital gains in excess of INR 1,25,000 earned
by a Shareholder from sale of listed shares (long-term capital asset) of an Indian Company after the 23rd of July,
2024 shall be taxable at the rate of 12.5% without any indexation benefit.
c. Tax on Short-term capital gains:
Shares of a company listed on recognized stock exchange in India and are held for a period less than 12 months
shall qualify as short-term capital asset.
As per section 111A of the Act, short-term capital gains arising in the hands of a shareholder from the sale of
listed shares (short-term capital asset) of an Indian Company shall be chargeable to tax at the rate of 20%.
2. Non-Resident shareholder
In respect of non-resident shareholders, the tax rates and the consequent taxation shall be as per the provisions of the
Act and it is further subject to any benefits or favorable tax rates available under the applicable Double Taxation
Avoidance Agreement (DTAA), if any, between India and the country of which the non-resident is a tax resident,
together read with the respective Multilateral Instruments (MLI).
The provisions of the Act in this respect are as follows:
a. Tax on dividend income
As per section 115A of the Act, dividend income received by a non-resident from an Indian Company shall be
taxable at the rate of 20% (plus applicable surcharge and cess). Further, such Indian Company shall be liable to
withhold tax at the rates prescribed i.e. 20% (plus applicable surcharge and cess) or the tax rates prescribed in the
relevant DTAA on payment of dividend to non-resident shareholders.
b. Tax on Long-term capital gains
As per section 112A read with section 115E of the Act, long-term capital gains in excess of INR 1,25,000 earned
by a non-resident from sale of listed shares of an Indian Company after the 23rd of July, 2024 shall be taxable at
the rate of 12.5% (without any indexation benefit) Tax on Short-term capital gains
c. Tax on Short-term capital gains
As per section 111A of the Act, short-term capital gains arising in the hands of a non-resident shareholder from
the sale of listed shares of an Indian Company shall be chargeable to tax at the rate of 20% (plus applicable
surcharge and cess).
Except the above and apart from the tax benefits available to each class of shareholders as such, there are no
additional/special tax benefits available to the shareholders.
Notes:
1. This Annexure is as per the Income Tax Act, 1961 as amended by the Finance Act, 2025 read with relevant
rules, circulars and notifications applicable for the Financial Year 2025-26 relevant to the Assessment Year
2026-27, presently in force in India.
2. This Annexure covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.
3. Health and Education Cess at the rate of 4% on the tax and surcharge as shall be applicable, is payable by
all category of taxpayers.
4. This Annexure is intended only to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences,
each investor is advised to consult his/her own tax advisor with respect to specific tax arising out of their
participation in the Issue.
1275. No assurance is provided that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We do not assume responsibility to update the views consequent to such changes.
128ANNEXURE B
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS
UNDER THE APPLICABLE LAWS IN INDIA - OTHERS
Outlined below are the special tax benefits available to the Company and its shareholders under the Central Goods and Services
Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017
("GST Acts"), presently in force in India.
I. Special tax benefits available to the Company
Benefits under the Central Goods and Services Act, 2017, respective State / Union Territory Goods and Services Tax
Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with relevant rules prescribed thereunder):
a. Exempt Supplies not leviable to tax:
The Company is engaged in the business of breeding, production and marketing of hybrid seeds of Paddy, Cotton,
Maize, Pulses, Millet and Vegetable Seeds.
Goods falling under Chapter 7, 9, 10, 12 vide Para 59, 79 and 86 of Notification no.2/2017-Central Tax (Rate) dated
28 June 2017 provides exemption for outward supply of all goods of seed quality. Seed quality is not defined under
GST. The Company has confirmed that all the seeds produced by the Company are of seed quality.
Hence, given the seeds produced by the Company are of seed quality, the said goods are exempt under GST. In this
regard, the Company has been availing exemption from payment of GST on sale seeds of Paddy, Cotton, Maize,
Pulses, Millet and Vegetable Seeds etc.
b. GST Exemption on GTA Services for Agricultural Produce:
The Company incurs certain expenditure towards goods transport for its agricultural produce. Services provided by
Goods Transport Agency (GTA) by way of transportation of agricultural produce is exempt vide Notification No.
12/2017- Central Tax (Rate) dated 28-06-2017 as referred below;
Sl. No Chapter, Section, Heading, Description of Services Rate (Per cent.) Condition
Group or Service Code
(Tariff)
21 Heading 9965 or Heading Services provided by a Nil Nil
9967 goods transport agency, by
way of transport in a goods
carriage of -
(a) agricultural produce;
The Term ‘Agriculture Produce’ means any produce out of cultivation of plants and rearing of all life forms of
animals, except rearing of horses, for food, fibre, fuel, raw material or other similar products, on which either no further
processing is done or such processing is done as is usually done by a cultivator or producer which does not alter its
essential characteristics, but makes it marketable for primary market.
The Company has availed exemption from payment of GST under reverse charge mechanism on services procured
from Goods Transport Agency towards transportation of seeds under above mentioned Notification.
c. GST Exemption on Export Supplies made under Bond/ LUT:
Under GST regime, the exporter has the option to either undertake exports under cover of a Bond/ Letter of
Undertaking (“LUT”) without payment of IGST and claim refund of accumulated input tax credit subject to fulfilment
of conditions prescribed for export or the exporter may export with payment of IGST and claim refund of IGST paid
on such exports as per the provisions of Section 54 of Central Goods and Services Tax Act, 2017. Thus, the Integrated
Goods and Service Tax Act, 2017 permits a supplier undertaking zero rated supplies (which will include the supplier
making supplies to SEZ) to claim refund of tax paid on exports as IGST (by undertaking exports 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.
Other than as indicated above, basis our understanding, the Company has not claimed any exemption or concession
on any transaction GST, Customs law, FTP or any other Indirect Tax Laws
129II. Special tax benefits available to the Shareholders of the Company
The shareholders of the Company are not required to discharge any GST on transaction in securities of the Company.
Securities are excluded from the definition of Goods as defined under Section 2(52) of the Central Goods and Services
Tax Act, 2017 as well from the definition of Services as defined under Section 2(102) of the Central Goods and Services
Tax Act, 2017.
Therefore, shareholders of the Company are not eligible to special tax benefits under the provisions of the Central Goods
and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective Union Territory Goods and Services
Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Goods and Services Tax (Compensation to States) Act,
2017 including the relevant rules, notifications and circulars issued there under.
Notes:
1. This Annexure sets out only the special tax benefits available to the Company and its shareholders under the Central
Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods
and Services Tax Act, 2017 ("GST Acts"), the Customs Act, 1962 ("Customs Act") and the Customs Tariff Act,
1975 ("Tariff Act"), as amended from time to time, read with relevant Rules, Notifications and Circulars, each as
amended and presently in force in India.
2. This Annexure is only intended to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, 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 IPO.
3. This annexure covers only indirect tax laws benefits and does not cover any income tax law benefits or benefit under
any other law.
4. These comments are based upon the existing provisions of the specified indirect tax laws, and judicial interpretation
thereof prevailing in the country, as on the date of this Annexure.
5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
130ANNEXURE C
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO MATERIAL SUBSIDIARY OF THE COMPANY
NAMELY “SRIKAR BIOTECH PRIVATE LIMITED” UNDER THE APPLICABLE LAWS IN INDIA - INCOME
TAX ACT, 1961
Outlined below are the special tax benefits available to Srikar Biotech Private Limited (the “Material Subsidiary of the
Company”) under the Income Tax Act, 1961 (the "Act") as amended by the Finance Act, 2025 read with relevant rules, circular
and notifications issued from time to time, applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27,
presently in force in India.
I. Special tax benefits available to the Material Subsidiary of the Company
Srikar Biotech Private Limited is an Indian Company, subject to tax in India. Material Subsidiary of the Company is taxed
on its profits.
Profits are computed after allowing all reasonable business expenditure, laid out wholly and exclusively for the purposes
of the business, including depreciation.
Considering the activities and the business of Material Subsidiary of the Company, the following special tax benefits may
be available to them:
a. Lower corporate tax rate: Section 115BAA, as inserted in the Act w.e.f. 1 April 2020 (A.Y. 2020-21), provides
that domestic company can opt for tax rate of 22% plus surcharge at the rate of 10% and health and education cess at
the rate of 4% (effective tax rate of 25.168%), provided the total income of Material Subsidiary of the Company is
computed without claiming certain specified deductions and specified brought forward losses and claiming
depreciation determined in the prescribed manner.
In case a company opts for Section 115BAA, provisions of Minimum Alternate Tax ("MAT") would not be applicable
and earlier years MAT credit will not be available for set-off.
The option needs to be exercised on or before the due date of filing the income tax return. Option once exercised,
cannot be subsequently withdrawn for the same or any other subsequent assessment year.
Further, if the conditions mentioned in Section 115BAA are not satisfied in any financial year, the option exercised
shall become invalid for the assessment year in respect of such financial year and subsequent assessment years, and
the other provisions of the Act shall apply as if the option under Section 115BAA had not been exercised.
The Company has represented that Material Subsidiary of the Company have opted Section 115BAA of the Act for
Assessment Year 2020-21 and onwards.
The Material Subsidiary of the Company has opted for concessional tax rate under Section 115BAA of the Act. Hence,
it will not be allowed to claim any of the following deductions: Deduction under the provisions of Section 10AA
(deduction for units in Special Economic Zone).
1. Deduction under clause (ii a) of sub-Section (1) of Section 32 (Additional depreciation).
2. Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment allowance in backward areas,
Investment deposit account, site restoration fund).
3. Deduction under sub-clause (ii) or sub-clause (ii a) or sub-clause (iii) of sub-Section (1) or sub-Section (2AA) or
sub-Section (2AB) of Section 35 (Expenditure on scientific research).
4. Deduction under Section 35AD or Section 35CCC (Deduction for specified business, agricultural extension
project).
5. Deduction under Section 35CCD (Expenditure on skill development).
6. Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA and Section 80M;
7. No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred above;
8. No set off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A, if such loss or
depreciation is attributable to any of the deductions referred above.
131b. Deduction in respect of inter-corporate dividends - Section 80M of the Income Tax Act, 1961
As per the provisions of Section 80M of the Act, dividend received by Material Subsidiary of the Company from any
other domestic company or a foreign company or a business trust shall be eligible for deduction while computing its
total income for the relevant year. A deduction of an amount equal to so much of the amount of income by way of
dividends received from such other domestic company or foreign company or business trust as does not exceed the
amount of dividend distributed by it on or before the date one month prior to the due date of filing return of income
under sub-Section (1) of Section 139.
c. Deduction of additional employee cost - Section 80JJAA of the Income Tax Act, 1961
The Material Subsidiary of the company is entitled to claim a deduction of an amount equal to 30% of additional
employee cost (as defined u/s 80JJAA of the Act) incurred in the course of business in the previous year for three
consecutive assessment years including the assessment year relevant to the previous year in which such employment
is provided to the additional employees under section 80JJAA of the Act.
The eligibility to claim the deduction is subject to fulfilment of the following prescribed conditions
specified in sub-section (2) of section 80JJAA of the Act:
1. The entity must be engaged in business and is subject to audit under Section 44AB of the Income Tax Act.
2. The employees in respect of whom deduction is claimed must be additional employees employed during the
previous year, drawing monthly emoluments not exceeding ₹25,000, participating in a Recognized Provident
Fund, and employed for a minimum period of 240 days during the previous year (150 days in case of business of
manufacturing of apparel, footwear or leather). They should not be employed through a contract or as casual
labour.
3. There must be an increase in the total number of employees as compared to the preceding financial year, and the
additional employee cost must be positive and Emoluments must be paid by a mode other than cash.
4. The business must not be formed by splitting up or reconstruction of an existing business or by transfer of
business from any other person or entity.
5. The entity must furnish Form 10DA, duly certified by a Chartered Accountant, along with the income tax return.
The Material Subsidiary of the company is presently not claiming deduction under section 80JJAA of the Act. However, this
deduction could be claimed in the future subject to fulfilment of the afore-mentioned conditions.
132STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO MATERIAL SUBSIDIARY OF THE COMPANY
NAMELY “SRIKAR BIOTECH PRIVATE LIMITED UNDER THE APPLICABLE LAWS IN INDIA - OTHERS
Outlined below are the special tax benefits available to Srikar Biotech Private Limited (the “Material Subsidiary of the
Company”) under the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and
applicable State Goods and Services Tax Act, 2017 ("GST Acts"), presently in force in India.
I. Special tax benefits available to the Material Subsidiary of the Company
Benefits under the Central Goods and Services Act, 2017, respective State / Union Territory Goods and Services Tax
Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with relevant rules prescribed thereunder):
a. GST Exemption on Export Supplies made under Bond/ LUT:
Under GST regime, the exporter has the option to either undertake exports under cover of a Bond/ Letter of
Undertaking (“LUT”) without payment of IGST and claim refund of accumulated Input Tax Credit (ITC) subject to
fulfilment of conditions prescribed for export or the exporter may export with payment of IGST and claim refund of
IGST paid on such exports as per the provisions of Section 54 of Central Goods and Services Tax Act, 2017. Thus,
the Integrated Goods and Service Tax Act, 2017 permits a supplier undertaking zero rated supplies (which will include
the supplier making supplies to SEZ) to claim refund of tax paid on exports as IGST (by undertaking exports 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.
The Company has represented that its Material Subsidiary is not engaged in export supplies and hence, the above
benefit will be available in the future subject to fulfilment of the afore-mentioned conditions.
Other than as indicated above, basis our understanding, the Material Subsidiary has not claimed any exemption or
concession on any transaction GST, Customs law, FTP or any other Indirect Tax Laws
Notes:
1. This Annexure sets out only the special tax benefits available to the Material Subsidiary of the Company under
Income Tax Act, 1961 and the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services
Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017 ("GST Acts"), the Customs Act, 1962
("Customs Act") and the Customs Tariff Act, 1975 ("Tariff Act"), as amended from time to time, read with
relevant Rules, Notifications and Circulars, each as amended and presently in force in India.
2. This Annexure is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences,
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 IPO.
3. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
133SECTION 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 for Seeds and Crop Care Industry” dated September 2, 2025 (the “F&S
Report”), prepared and issued by Frost & Sullivan (“F&S”), which was exclusively commissioned and paid for by our
Company for the Offer, and was prepared and released by F&S, who were appointed by us pursuant to the engagement letter
dated February 26, 2025. A copy of the Industry Report will be available on the website of our Company
www.eldoradoagritech.com from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, and has also been
included in “Material Contracts and Documents for Inspection” on page 464.
F&S is not, and has not in the past, been engaged or interested in the formation, or promotion, or management, of our Company.
Further, it is an independent agency and neither our Company, nor our Directors, Promoters, KMPs, SMPs, and Subsidiary,
nor the BRLMs are a related party to F&S as per the definition of “related party” under the Companies Act, 2013. Further, the
F&S Report was prepared on the basis of information as of specific dates and opinions in the F&S Report may be based on
estimates, projections, forecasts and assumptions that may be as of such dates. F&S has prepared this study in an independent
and objective manner, and it has taken all reasonable care to ensure its accuracy and completeness. Further, the F&S Report
is not a recommendation to invest or disinvest in any company covered in the F&S Report. Prospective investors are advised
not to unduly rely on the F&S Report. For more information and risks in relation to commissioned reports, please see “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 63. Also see, “Certain Conventions,
Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 28.
1. Global Macroeconomic Overview
1.1. Global GDP Growth Outlook
Global economic growth experienced a strong recovery in 2021, with real GDP rising by 6.6%, underpinned by a rebound in
demand post-pandemic and fiscal stimulus measures. However, growth slowed to 3.6% in 2022 and further to 3.3% in 2023, as
the ongoing Russo-Ukrainian conflict exacerbated inflation, disrupted supply chains, and led to aggressive monetary tightening.
By 2024, global growth steadied at 3.2%, as inflation declined, and credit conditions improved. In the short-run, geopolitical
frictions, trade conflicts, and consequently arising policy uncertainty continue to pose challenges.
Exhibit 1: Nominal GDP (in USD Trillion) and Real GDP Growth (%), Global, Calendar Year (CY)2019-CY2030F
160.0 6.6 8.0
)n
o
illirT D 120.0 2.9 5 .5 8 3.6 3.3 3.2 3.3 3.3 3.2 3.1 3.1 3.1
46. .0
0
)%
( h tw
S U (
P D
80.0 2.0 o rG
P D
G 0.0 G
la n im o N 40.0 8 .7 8 (2.7) 4 .7 9 4 .1 0 1 7 .5 0 1 1 .0 1 1 5 .5 1 1 3 .1 2 1 2 .7 2 1 4 .3 3 1 7 .9 3 1 2 .6 4 1 -2.0 la e R
0.0 -4.0
CY2019 CY2020 CY2021 CY2022 CY2023 CY2024 CY2025E CY2026F CY2027F CY2028F CY2029F CY2030F
Note: E: Estimate, F: Forecast, Global Nominal GDP and Real GDP Growth is represented in calendar years. For e.g. CY2019 is the 12-month period between
1 January 2019 and 31 December 2019; Source: International Monetary Fund (IMF), Frost & Sullivan
By 2030, global nominal GDP is projected to surpass USD 146 trillion, growing at a compound annual growth rate (CAGR) of
4.8% between 2025 and 2030, with real GDP growth averaging 3.2% per year. Emerging markets will be the global growth
frontrunners, owing to their favourable demographics, growing manufacturing capabilities, and competitive labour costs.
1341.2. Growth Outlook for Key Emerging Markets
Exhibit 3: Real GDP Growth (%), Key Emerging Markets, CY2019-CY2030F
12.0
10.0
8.0
6.0
)% 4.0
(
h
tw
-202 ... 000
o -4.0
rG -6.0
P -8.0
D -10.0
G CY201 CY202 CY202 CY202 CY202 CY202 CY202 CY202 CY202 CY202 CY202 CY203
la
e 9 0 1 2 3 4 5F 6F 7F 8F 9F 0F
R
Brazil 1.2 -3.3 4.8 3.0 2.9 3.0 2.2 2.3 2.4 2.5 2.5 2.5
China 6.0 2.2 8.4 3.0 5.2 4.8 4.6 4.5 3.6 3.4 3.3 3.3
India 3.9 -5.8 9.7 7.0 8.2 6.5 6.5 6.5 6.5 6.5 6.5 6.5
Malaysia 4.4 -5.5 3.3 8.9 3.6 4.8 4.4 4.4 4.0 4.0 4.0 4.0
Mexico -0.4 -8.4 6.0 3.7 3.2 1.8 1.4 2.0 2.3 2.1 2.1 2.1
Saudi Arabia 1.1 -3.6 5.1 7.5 -0.8 1.4 3.3 4.1 3.6 3.5 3.5 3.5
United Arab Emirates 1.1 -5.0 4.4 7.5 3.6 4.0 5.1 5.1 4.7 4.4 4.3 4.3
Vietnam 7.4 2.9 2.6 8.1 5.0 6.1 6.1 6.0 5.8 5.8 5.6 5.6
Note: E: Estimate, F: Forecast, Real GDP Growth for India is represented in fiscal years. For e.g. CY2023 refers to FY2024 is the 12-month period between
1 April 2023 and 31 March 2024; Source: IMF, Frost & Sullivan
India’s resilient economy, which grew at 8.2% in 2023 (FY2023-24), is forecast to grow at an annual average of 6.5% between
2024 (FY2023-24) and 2030 (FY2030-31
India continues to be the fastest-growing major economy, fuelled by strong domestic demand and ongoing reforms. From being
the 9th largest economy in 2010, with a GDP of USD 1,676 billion, India has risen to 5th place in 2024, with a GDP of USD
3,889 billion. By the end of this decade, it is expected to become the third largest economy, reaching USD 6,307 billion,
surpassing Germany and Japan. This rapid growth is supported by a favourable demographic profile, with 68% of the population
in the working-age group, a thriving digital economy, and an infrastructure and manufacturing-led growth model. Key sectors
such as technology, transportation, logistics, and defence, combined with a target of USD 2 trillion in exports by 2030, are
propelling India’s transformation and enhancing its global leadership.
1.3. India’s Strategic Advantage: Emerging as a Key Beneficiary of the China+1 Strategy
India Emerging as a Go-to Manufacturing Destination: India is becoming an important player in the global China+1 and
Europe+1 strategies. In FY2023-24, manufacturing accounted for 14.3% of Gross Value Added (GVA), with key sectors such
as metal products (18.4%), textiles and apparel (11.4%), and transport equipment (10.1%) leading the way. Traditional
industries like chemicals (9.6%) and food & beverages (9.4%) continue to be robust, while the electronics sector (5.0%) shows
significant growth potential.
India’s Emerging Agritech sector: India’s AgriTech sector is booming—backed by over 3,000 startups leveraging AI, IoT,
drones, satellite imagery, and big data to address pressing challenges like fragmented landholdings, climate risks, and inefficient
supply chains. The government has proactively supported this growth through multiple channels:
• A ₹500 crore Agri Accelerator Fund (via RKVY-RAFTAAR) provides equity support, mentorship, and market
access for AgriTech startups
• The AgriStack/Digital Agriculture Mission is building digital public infrastructure—unique farmer IDs, geospatial
mapping, and unified service platforms—to empower startups with rich data and improve service delivery
• State-level initiatives are emerging, such as Maharashtra’s MahaAgri-AI Policy (2025–29) with a ₹500 crore budget
to deploy AI, drones, sensors, and satellite data for precision farming, pest management, and real-time advisories
• India is also harnessing its space capabilities: ISRO is partnering with startups to deploy satellite data for crop
monitoring and weather intelligence—recent programs have helped farmers increase income by ~20–40%
1351.4. Trends in Global Food Security, Global Food Security Index (GFSI), and Country Rank for Key Countries
Strategic Advantage: Emerging as a Key Beneficiary of the China+1 Strategy
The GFSI 2022 highlights declining food security in low-income nations, with global food import bills projected to hit record
highs by 2024. Staple crops like Paddy and wheat remain central to food security, providing a significant share of global caloric
intake. However, disruptions in fertilizer supplies and rising production costs threaten yields, prompting investments in
sustainable farming. Cotton supports rural livelihoods, while oilseeds like mustard and other staples like millet play key roles
in enhancing agricultural resilience. Despite these challenges, increasing investments in agricultural technology and sustainable
practices offer opportunities for investors as nations seek to reduce their reliance on volatile imports.
Table 1: GFSI 2022, Country Rankings for Key Countries
Ranking Country Overall Score Affordability Availability Quality and Sustainability
Safety and Adoption
20 Spain 75.7 89 63.1 81.2 66.4
22 Australia 75.4 93.3 61.1 84 58.8
28 Singapore 73.1 93.2 77.8 69.7 44.3
46 Vietnam 67.9 84 60.7 70.2 52.2
59 South Africa 61.7 63.4 60.1 66.1 56.9
67 Philippines 59.3 71.5 55.2 65.3 41.8
68 India 58.9 59.3 62.3 62.1 51.2
82 Kenya 53 41.7 52.5 68.8 52.6
90 Tanzania 49.1 45.8 58.7 50.2 41.7
107 Nigeria 42 25 39.5 55.6 53.7
Note: GFSI is calculated based on affordability, availability, quality and safety, and sustainability and adaptation. Higher scores indicate better performance
of the indicator.
Source: UNCCD, Frost & Sullivan
2. India Macro-Economic Overview
2.1. GDP Growth Outlook
India’s real GDP demonstrated strong resilience, rebounding by 9.7% in FY 2021-22 after a sharp 5.8% contraction in FY
2020-21 due to the COVID-19 pandemic. The growth momentum remained steady, with 7.0% in FY 2022-23 and 8.2% in
FY2023-24. Over the period FY 2018-19 to FY 2023-24, nominal GDP surged by 56.3%, reaching $3.5 trillion (INR 295.4
trillion), translating to a CAGR of 8.4%, reflecting expanding economic activity. Looking ahead, nominal GDP is projected to
reach $5.7 trillion (INR 540.1 trillion) by FY2029-30, supported by a strong consumer base, competitive labour costs, and
rising government-led capital expenditure (CAPEX), which is earmarked at $130 billion (INR 11.2 trillion) for FY2025-26.
Additionally, structural reforms, rapid digitalisation, and deeper global trade integration are positioning India as a significant
player in the global economy. With this momentum, India is on track to become the world’s third-largest economy by the end
of the decade, surpassing Japan and Germany.
Exhibit 4: Nominal GDP (INR Trillion) and Real GDP Growth (%), India FY2018-19 to FY2029-30F
600.0 9.7 12.0
8.2
)n 500.0 6.5 7.0 6.5 6.5 6.5 6.5 6.5 6.5 10.0
o illirT
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la
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0.0 -8.0
Note: E: Estimate, F: Forecast, India’s Nominal GDP and Real GDP Growth are represented in fiscal years. For e.g. FY2018-19 is the 12-month period
between 1 April 2018 and 31 March 2019; Source: IMF: WEO
136Exhibit 5: Nominal GDP per Capita (INR), India, FY2018-19 to FY2029-30F
4,00,000.0
3,50,000.0
)R
N
I(
a
3,00,000.0
tip
a 2,50,000.0
C
re
2,00,000.0
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n im 1,00,000.0 .4 5 .0 5 .1 8 .7 4 .4 6 .1 4 .7 6 .8 5 .9 0 .7 0 .2 2 .0 5
o N 50,000.0 0 ,8 3 3 ,5 4 1 ,2 4 6 ,7 6 1 ,0 9 7 ,6 0 4 ,5 2 6 ,6 4 0 ,1 7 6 ,7 9 9 ,6 2 2 ,9 5
,1 ,1 ,1 ,1 ,1 ,2 ,2 ,2 ,2 ,2 ,3 ,3
-
Note: E: Estimate, F: Forecast, India’s Nominal GDP per Capita is represented in fiscal years. For e.g. FY2018-19 is the 12-month period between 1 April
2018 and 31 March 2019; Source: IMF: WEO, Frost & Sullivan
India’s economic growth trajectory showcases a significant rise in GDP per capita, increasing from INR 1,38,054 in FY2018-
19 to INR 2,06,742 in FY2023-24, registering a strong CAGR of 8.4%. This momentum is expected to accelerate further, with
GDP per capita projected to reach INR 3,59,250 by FY2029-30, reflecting an improved CAGR of 9.8% over the forecast period.
2.2. Inflation Outlook
Exhibit 6: Inflation Rate (%), India, FY2018-19 to FY2029-30F
8.0
6.7
7.0 6.2
6.0 5.5 5.4
)% 4.8 4.7
( e ta 5.0 4.2 4.1 4.0 4.0 4.0
R 4.0 3.4
n
o
ita 3.0
lfn
I 2.0
1.0
-
Note: E: Estimate, F: Forecast, India’s Inflation Rate is represented in fiscal years. For e.g. FY2018-19 is the 12-month period between 1 April 2018 and 31
March 2019; Source: IMF; Frost & Sullivan
India’s inflation rate, which had surged to 6.7% in FY2022-23, moderated within the Reserve Bank of India's (RBI) target range
of 2.0% to 6.0% in FY2023-24, primarily due to the central bank's tight monetary stance. In June 2025, the RBI cut the repo
rate from 6.0% to5.5%—its largest reduction in nearly five years—indicating a shift towards a more accommodative policy
and push to increase credit growth for Industry. Looking ahead, inflation is projected to stabilize at approximately 4.0%,
aligning with the RBI’s medium-term target. Additionally, as global crude oil prices are expected to decline further in 2025
compared to the previous year, falling price pressure will provide relief to both businesses and consumers.
1372.3. Exchange Rate Movement
Exhibit 7: Exchange Rate (INR/USD), India, FY2018-19 to FY2029-30F
100.0 92.2 93.2 94.1
)D
86.9
89.6
S U 90.0 82.8 84.5
/ 80.4
R
N
I(
e ta
80.0
69.9 70.9
74.2 74.5
R 70.0
e
g
n
a h 60.0
c
x
E
50.0
Note: E: Estimate, F: Forecast, India’s Exchange Rate is represented in fiscal years. For e.g. FY2018-19 is the 12-month period between 1 April 2018 and 31
March 2019; Source: IMF, Frost & Sullivan
The rupee, which was valued at 69.9 INR/USD in FY2018-19, depreciated to 82.8 INR/USD in FY2023-24, influenced by
global economic uncertainties and a strengthening US dollar. Going forward, the exchange rate is projected to stabilise around
87 INR/USD in FY2025-26 and reach 94.1 INR/USD by FY2029-30, with the pace of depreciation expected to moderate
significantly over the forecast period. This gradual adjustment enhances export competitiveness, reinforcing India’s position as
a cost-effective global manufacturing hub. Supported by robust forex reserves, steady remittance inflows, and prudent RBI
policies, India remains committed to maintaining financial stability, bolstering investor confidence, and sustaining its economic
growth trajectory.
Exhibit 8: Performance of Indian Rupee against Major Currencies (Basis Deprecitaion vs USD)
Month INR EUR JPY CNY AUD
Mar 2021 73.2 0.85 110.77 6.55 1.31
Mar 2022 75.95 0.94 122.1 6.35 1.41
Mar 2023 82.5 0.91 131.5 7.25 1.47
Mar 2024 83.9 0.92 151 7.28 1.48
Mar 2025 86.2 0.93 155 7.23 1.6
Depreciation % 17.7% 9.6% 39.9% 10.3% 21.5%
Between 2021 and 2025, the Indian Rupee (INR) depreciated by approximately 17.7% against the US Dollar. While this
represents a weakening of the currency, INR has outperformed several major global currencies during the same period.
2.4. Sectoral Share of GVA
Exhibit 9: Sectoral GVA Share (% of Total GVA), India, FY2018-19 to FY2029-30F
60.0
50.0
40.0
30.0
20.0
10.0
0.0
FY20 FY20 FY20 FY20 FY20 FY20 FY20 FY20 FY20 FY20 FY20 FY20
19- 20- 21- 22- 23- 24- 25- 26- 27- 28- 29- 30-
20 21 22 23 24 25 26E 27F 28F 29F 30F 31F
Agriculture, forestry and fishing 18.3 20.4 18.9 18.1 17.8 18.0 17.8 17.5 17.1 16.5 16.2 16.0
Manufacturing 14.7 15.4 15.7 14.3 14.3 13.8 14.0 14.4 14.7 15.1 15.4 15.6
Construction 7.5 7.5 8.5 8.8 8.8 8.7 8.7 8.6 8.6 8.5 8.5 8.4
Services 54.8 52.3 52.2 54.3 54.4 55.0 55.3 55.5 55.6 55.8 55.9 56.1
138Note: E: Estimate, F: Forecast, India’s GVA is represented in fiscal years. For e.g. For e.g. FY2019-20 is the 12-month period between 1 April 2019 and 31
March 2020
Source: MOSPI – India, Frost & Sullivan
India aims to position itself as a global investment hub by FY2030-31, with the manufacturing, construction, and services
sectors projected to contribute 15.6%, 8.4%, and 56.1% of GVA respectively, reflecting industrial growth and services
expansion through digitalization and Industry 5.0 innovations. Agriculture remains the dominant contributor to the total GVA
of Agriculture and allied sectors, though its share has been gradually declining up to FY2022-23. In recent years, livestock's
share surpassed 30% and continues to increase steadily, while shares of forestry and fishing have remained stable in single
digits.
Crops such as Maize, Paddy and Wheat continue to dominate agricultural output, with production estimated at 42.2 million tons
(Maize), 149 million tons (Paddy) and 117.6 million tons (Wheat) respectively in FY2024-25. Mustard production is estimated
to have reached an all-time high of 12.6 million tonnes in the 2024-25 season, driven by a record sown area of 10.1 million
hectares. Pearl millet, essential for arid regions, maintains steady output, with Rajasthan leading its production. Vegetables,
primarily cultivated in states like West Bengal and Uttar Pradesh, remain critical to horticulture growth. Demand and production
for Maize has grown considerably and is expected to grow further with the crop being a major input for both animal feed and
ethanol production for biofuel.
Government programs like Paramparagat Krishi Vikas Yojana and Pradhan Mantri Fasal Bima Yojana aim to boost farm
incomes and productivity, providing affordable crop insurance product for sustainable growth. With recent advancements in
agritech and the promotion of organic farming, the sector is also expected to see improved resilience and efficiency.
Additionally, the focus on expanding agri exports positions India as a key player in the global food supply chain. Manufacturing
and construction will be key growth engines, supported by public and private investments, strong domestic consumption, and
growing exports.
2.5. Budget 2025 – Key Initiatives for Agriculture
Initiative Objective Highlights
Prime Minister Boost productivity & reduce post-harvest Targets 100 low-productivity districts; benefits ~1.7 crore
Dhan-Dhaanya Krishi losses in low-yield districts farmers; covers crop diversification, irrigation, storage, credit
Yojana
Mission for Achieve self-sufficiency in key pulses (tur, Six-year mission; central agencies to procure from farmers;
Aatmanirbharta in Pulses urad, masoor) climateresilient seeds & improved storage. Rs 1,000 Crore to be
allocated over six years of programme with focus crop being Tur,
Urad, and Masoor
National Mission on Reduce dependency on edible oil imports Six-year programme; increase production, processing, R&D,
Edible Oils & Oilseeds storage. Target to increase oilseed production to 69 MMT by
FY31
National Mission on Promote organic & climate-resilient Rolling out on 7.5 lakh ha via 15,000 clusters; farmer subsidies
Natural Farming farming of ₹15,000/ha over 3 years
(NMNF)
National Mission on High- Enhance crop yields & resilience through Aims to commercialize 100+ seed varieties with pest/drought
Yielding Seeds quality seeds resistance
Mission for Cotton Improve cotton yield and quality Five-year scheme promoting extra-long staple cotton varieties.
Productivity Achieve yield of 1,000 kg/Ha via high density planting system
Prime Minister’s Promote fisheries and niche crop Focus on sustainable fisheries in EEZ (Andaman, Lakshadweep);
Fisheries / Makhana processing launch Bihar Makhana Board
Board
Kisan Credit Card (KCC) Improve farmers’ credit access Loan limit raised from ₹3 lakh to ₹5 lakh under Modified Interest
enhancement Subvention Scheme
Building Rural Prosperity Tackle underemployment & empower rural Multi-sectoral approach with skill building, tech adoption in 100
& Resilience youth and women districts
Agriculture Enhance storage & processing Now includes community assets and convergence with PM-
Infrastructure Fund infrastructure KUSUM projects. Original scheme had a budget of Rs 1 lakh
(expanded) crore as medium – long term credit for agrarian infrastructure of
which ~45% has been sanctioned
. Clean Plant Programme Ensure healthy planting materials in Disease-free, climate-adaptive stock development. Investment of
(CPP) horticulture Rs 1,765 crore to establish 9 clean plant centres (CPC) providing
certified virus free planting material boosting yield, and yield
Digital Agriculture Adopt digital tools and data-driven farming Includes public crop survey, decision-support systems,
Mission AgriSURE & Krishi-DSS
National Pest Monitor/control pest outbreaks Real-time surveillance and response system
Surveillance System
(NPSS)
1392.6. Index of Agricultural Production
Exhibit 10: Index for Agricultural Production (IAP), India, FY2018-19 to FY2024-25
165.2 165.9
170.0 158.0 159.8
154.1
la
ru
tlu
c irg
A
fo
xn
o itc
u d
o
rP
11111 2356
40
0000 ....
.
0000
0
138.1
145.5
e d 110.0
n
I 100.0
FY2018-19 FY2019-20 FY2020-21 FY2021-22 FY2022-23 FY2023-24 FY2024-25
Note: E: Estimate, F: Forecast, India’s GDP is represented in fiscal years. For e.g. For e.g. FY2018-19 is the 12-month period between 1 April 2018 and 31
March 2019; Source: Directorate of Economics and Statistics, Department of Agriculture Cooperation and Farmers Welfare, Ministry of Agriculture and
Farmers Welfare, Government of India, Frost & Sullivan
India's Index for Agricultural Production (IAP) has exhibited a steady upward trend over the past seven years, reflecting
sustained growth in the agricultural sector. The index increased from 138.1 in FY2018-19 to 165.9 in FY2024-25, indicating
improved productivity and enhanced food grain output. This growth can be attributed to favourable monsoon conditions, policy
support, technological advancements, and enhanced access to agri-inputs. However, the index declined to 159.8 in FY2023-24
due to climate-related disruptions, uneven rainfall, and lower crop yields. Despite this, the overall long-term trajectory remains
positive, demonstrating the sector's resilience and capacity for recovery.
3. Global Agriculture Market Overview
According to World Bank National Accounts data, and OECD National Accounts data agriculture, forestry, and fishing, value
added as % of GDP for year CY2023 was 4.1% globally. South Asia’s agriculture, forestry, and fishing, value added as
percentage of GDP for year CY2023 accounted for 16% whereas Sub-Saharan Africa accounted for 17.2% which is one of the
highest globally. For European Union, Latin America & Caribbean, Middle East & North Africa & North America this value
was 1.7%, 6.6%,4.9% & 1.0% respectively.
Conflicts, climate change, and rising food costs, are causing food and nutrition insecurity and affecting millions towards
poverty. Impact of climate change is likely to affect crop yields, especially in the world’s most food-insecure regions.
Despite changing global dynamics, the global agricultural spend in the year 2024 is estimated at USD 526.2 Billion which has
grown from USD 367.2 Billion in 2018. It is expected to grow at a CAGR of 6.90% to reach USD 785.1 Billion by 2030. This
growth is attributed to adoption of improved crop varieties, increased application of fertilizers and crop protection products,
and widespread use of mechanization.
Exhibit 11: Global Agriculture spend – Private Sector, CY2018- 2024- 2030F, USD Billion
785.1
xx6.90%
526.2
xx6.18%
367.2
2018 2024 2030F
Source: Frost & Sullivan Analysis
140Exhibit 12: Government expenditures on Agriculture by Regions , CY2022 ( USD current prices)
Africa Oceania
Americas
2% 1%
9%
Europe
11%
USD 749 Bn
Asia
77%
Note: The number of countries with data available may vary over time. Global estimates include imputed data.
Source: FAO, Frost & Sullivan research and analysis
The highest agricultural spending was witnessed in Asian region. In nominal values, Asia accounted for 77% of the global
government agricultural expenditure, while Europe and the Americas accounted for ~11% and 9%. High R&D spends is also
one of the key growth factors contributing to the success of agricultural reforms in this region.
Asia’s high agricultural spend is attributed to:
• Availability of arable land
• Higher overall population
• Drive to improve agricultural outcomes
• Higher public sector spending
Asia had the highest percentage of central government spending on agriculture between 2000 and 2021.
Exhibit 13: Government Expenditures on agriculture by region CY2022
Region USD Million, 2022
(Based on USD 2015 prices)
World 682, 994
Africa 15 ,099
Americas 59, 775
Asia 534, 659
Europe 69,887
Oceania 3,574
Note: The number of countries with data available may vary over time. Global and regional estimates include imputed data. The average annual change is
computed using the compounded annual growth rate (CAGR).
Source: FAO- 2024. Government Expenditure
Major Agricultural Economies
Exhibit 14: Top 5 Agri Producing Countries 2024
Rank Country Output Value (USD billion) Key Produce
1 China ~$1,200 billion Paddy, pork, wheat, vegetables, fruits
2 India ~$665 billion Paddy, milk, wheat, pulses, sugarcane
3 United States ~$525 billion Maize, soybeans, dairy, wheat, livestock
4 Brazil ~$290 billion Soybeans, sugar, Maize, coffee, beef
5 Indonesia ~$170 billion Palm oil, paddy, rubber, tropical fruits
Source: Frost and Sullivan Estimates
3.1. Global Agriculture spends by key segments in Agri Inputs
Agricultural spends have been on crop protection, commercial seeds, agricultural equipment, and fertilizers. The Global market
for fertilizers was USD 214 Billion in 2024 that accounted for ~40% of the crop science marketThe next biggest segment
witnessing second biggest agricultural spends is the global agricultural equipment market followd by crop protection segment.
141Farmers are increasingly applying crop protection products to protect their crops and enhance yields. Innovative crop protection
solutions enable growers, crop advisers and turf and pest management professionals to address their toughest challenges
economically without compromising safety or the environment. Most players in the crop protection sector are discovering new
insecticide, herbicide and fungicide active ingredients, product formulations and pioneering technologies that are high yield
generating as well as sustainable from an environmental perspective.
Exhibit 15: Global Private Agriculture spend by category CY 2018, 2024, 2030F (USD Billion)
755.1
519.2
367.2
2018 2024 2030F
Fertilizers 134.3 214.4 332.73
Agricultural equipment 111.9 152.22 222.12
Crop protection 57.26 74 91
Commercial seeds 41.6 49.2 67.99
Biostimulants 1.83 3.22 5.7
Others 20.33 26.8 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
4. Indian Agriculture Market Overview
The backbone of the Indian economy is the agriculture sector, which accounted for 17.92% of the country's GVA in FY25.
Being the 2nd largest Agricultural market in the world, 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. India’s agricultural and allied sector has embarked on an impressive expansion journey, exhibiting an
encouraging average annual growth rate of 4.12% from FY 2018-19 till FY 2023-24, reaching a size of ~USD590 Billion
(INR50,327 billion) in FY 2024-25. The sector indicates a robust expected CAGR of nearly 6.91% between FY 2024-25 and
FY 2028-29, poised to propel the market to an estimated size of INR66,020.52 billion.
Exhibit 16: Index Numbers of Agricultural Production, India, FY2020 - FY2025
All Agricultural Commodities Maize Paddy Cotton
224
192
183
146 126127161 154 126132158 158166 138139 165 145151 160 146146 166 157 137
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Note: Figures for 2024-25 are sourced from 3rd Advance estimates. Base: Triennium ending 2007-08= 100.
Source: Economic Survey 2023-24; Frost & Sullivan
Production of cotton saw a decline during FY25. the jump in Agricultural production in 2024-25 could attributed to higher
foodgrain production (Paddy, Maize).
1424.1. Area Under Production of major crops in India
In FY 25, gross area under foodgrains is estimated to grow by 3.7% to 137.2 Mn Ha over FY24 (132.1 Mn Ha). The gross area
under foodgrains has grown at CAGR 1.5% from FY 20-24.
States such as Haryana, Punjab, West Bengal, Odisha, Himachal Pradesh, Jharkhand, and Tamil Nadu exhibit strong demand
for key crops such as maize, paddy, pearl millet and mustard. These markets present a significant headroom for increasing
market shares for seed companies having existing product approvals and recognition in these crops
Exhibit 17: Net Area under major crops segments, Million Hectares
InMillion Hectares
13.5 13.3 12.4 12.9 12.7 11.2
27.1 28.8 29.0 30.2 30.1 30.2
27.6
28.0 28.8 30.7 28.9 27.0
25.4
24 24.1 22.7 24.1 24.4
99 101.0 99.4 103.3 103.2 109.6
FY2019-20 FY2020-21 FY2021-22 FY2022-23 FY2023-24 FY2024-25 E
Cereals (Excluding Nutricoarse) Nutricoarse cereal Pulses Oilseeds Cotton
Note: Cereals Includes Paddy, wheat, Nutricoarse Cereals
Nutricoarse cereal Includes Maize, jowar, ragi, pearl millet, small millets and barley
Pulses Includes tur, urad, moong, gram, lentils and other pulses
Oil seeds Includes groundnut, rapeseed & mustard, sesamum, linseed, castor seed, nigerseed, safflower, sunflower and soyabean
Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
Exhibit 18: Gross Area under Paddy, Wheat, and Maize, Million hectares
InMillion Hectares
12.10
9.60 9.90 10.00 10.70 10.70
31.40 31.10 30.50 31.40 31.20 32.70
43.70 45.80 46.30 47.80 47.60 51.40
FY2019-20 FY2020-21 FY2021-22 FY2022-23 FY2023-24 FY2024-25 E
Paddy Wheat Maize
Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
Crop Paddy Wheat Maize
CAGR, % 3.2% 0.8% 4.7 %
FY20-FY25
In FY 2024–25, India’s record wheat, maize and paddy output was driven by a combination of favorable monsoon conditions
and expanded area under coverage in key producing states
Exhibit 19: Gross Area under Vegetables, Million hectares
11.7
CAGR- 2.3%
11.2
10.86 10.86
10.51
10.3
FY2019-20 FY2020-21 FY2021-22 FY2022-23 FY2023-24 FY2024-25 E
143Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
Vegetable crop acreages have grown at CAGR 2.3% from FY2019-20 to FY 2024-25; from 10.3 Million Ha in FY 2019-20 to
11.7 Million Ha in FY 2024-25. In FY 2024-25, vegetable crop acreages accounted for 39.1% of horticultural crops in FY
2023-24. Potato, Onion, Tomato, Brinjal, , Okra were the major contributors.
Exhibit 20: Gross Area under Major Vegetables, 000 hectares –253rd Advance Estimates
2,379
1,970
822
684
444 459 509 562
Cabbage Chillies Cauliflower Okra Brinjal Tomato Onion Potato
Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
4.2. Production of major crops in India
India ranks second-largest producer of fruits, vegetables, tea, farmed fish, sugarcane, wheat, Paddy, cotton, and sugar. In FY25,
353.9 million tons of food grains were produced, an increase of 21 million tons over the year before. The foodgrain production
has increased at CAGR 3.9% from FY 2019-20 to FY 2024-25. Food grain production witnessed record increase from FY 20
to FY 25 due to good production of Paddy, Wheat and Shree Anna/ Millets. Production of Paddy, wheat, legumes, oilseeds,
and nutri/coarse cereals increased.
Exhibit 21: Production of major crops segments in India, Mn Tons
InMillion Tons
30.6
33.7 32.5
36.1 35.2 31.1 42.6
41.4 39.7 25.2
23 33 .. 02 23 55 .. 59 23 78 .. 30 5726 .3.1
19
562 .4 9. 32
6
62.1
47.748 51.324 51.101
274.5 285.3 288.3 303.6 308.1 328.7
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 E
Cereals Nutricoarse Cereals Pulses Oilseeds Cotton
Cereal Includes Paddy, Wheat, Maize, jowar, ragi, pearl millet, small millets and barley
Pulses Includes tur, urad, moong, gram, lentils and other pulses
* 2024-25 Nos are third advance estimates
Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
Crop Cereals Nutri coarse Pulses Oilseeds Cotton
Cereals
CAGR % 3.77% 5.4% 1.8% 5.1% -3.3%
FY20-FY25
144Exhibit 22: Production of Paddy, Wheat, Maize in India, Mn Tons
Mn.Tonnes
Paddy Wheat Maize
42.2
38.1 37.7
29.9 31.6 33.7
117.5
108.50 109.6 107.8 110.1 113.3
119.7 124.4 129.5 135.8 137.8 149
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 E
* 2024-25 Nos are third advance estimates
Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
Crop Paddy Wheat Maize
CAGR % 4.6% 1.7% 8%
FY20-FY25
Exhibit 23: Production of Vegetables in India, Mn Tons
Mn.Tonnes
219.6
212.5
209.1
207.2
200.4
188.2
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 E
`
Source: AS&E Division, Department of Agriculture and Farmers Welfare, Frost & Sullivan
Production of vegetables in India has grown from 188.2 million tons in FY 2019-20 to 219.6 million tons in FY 2024-25. Crop
diversification is the one of the major reasons for farmers turning to vegetable farming.
For smallholders farmers in India, growing vegetables offers benefits, particularly when paired with conventional field crops.
Many vegetables have a shorter growing cycle, which allows farmers to harvest more than one crop a year and earn income
more frequently. It provides a triple win: higher income for farmers and traders, improved nutrition and health for consumers,
and economic revitalization. India's consumption patterns are shifting as a result of a growing focus on leading a healthier
lifestyle. The demand for nutritious, healthy vegetables has increased as a result of this change. In addition to being an important
source of necessary nutrients, vegetables also help to diversify diets.
Recognizing the growth potential in this segment, Eldorado expanded its vegetable seeds portfolio in FY25, competing with
existing players such as Advanta seeds, Mahyco, Namdhari Seeds, Kaveri Seeds etc.
4.3. Agriculture Exports Overview Of India – Major Commodities
India ranks among the world's top exporters of agricultural products. The total value of agricultural product (Primary and
processed products) exports in 2023-24 was US$38.65 billion. India's agricultural and allied product (including dairy, marine
etc) exports totalled USD 48.15 billion in 2023–24. The main exports from India's agricultural sector include textile and related
items, plantation products, marine products, and agri-related products. For 2023-24, India’s export of Agricultural and
Processed Food Products Export Development Authority (APEDA) products stood at USD 25.6 Billion and 31.59 Million Tons.
Basmati Rice accounted for 22.8% of the exports in value terms in FY24 followed by Non-Basmati rice at 17.9%.
145India continued to be the world’s top rice exporter in 2023 despite banning shipments of white rice and imposing a 20 per cent
duty on parboiled rice, according to the Thailand Rice Exporters Association (TREA).
The export of Basmati Rice in FY 2023-24 accounted for 5.2 Million tons whereas that of non -basmati rice was 11.1 million
tons. Pulses accounted for 0.6 million tons of export in FY 2023-24.
Exhibit 24: Exports of Major Commodities from India, Million Tons
3 8
.7
1
.7
1 In Million Tons
1
.3
1 1 .1
1
2
5 .4 6 .4 9 .3 6 .4 2 .5 0 .5 2 .0 3 .0 4 .0 8 .0 6 .0 4 .0 9 .2 7 .3 5 .3 4 .1 2 .0 1 .2
.7
7 .4 2 .0
Basmati Rice Non Basmati Rice Pulses Maize Wheat
FY2019-20 FY2020-21 FY2021-22 FY2022-23 FY2023-24
Source: APEDA
4.4. Key Trends and Growth Drivers of Agriculture sector in India
Increasing use of hybrid seeds- Increasing demand for improved varieties along with hybrids is growing in seed sector.
Increased choice & availability of varieties from public and private sectors in all crops, enables wide scale adoption. Increasing
seed replacement rate, awareness of farmers is further contributing to increased use of hybrids. Also as, climate change is
leading to decreasing yield and diseases across globe, there has been focus on developing hybrids with traits such as water
stress tolerant, insect and disease tolerance, lodging tolerant, herbicide tolerance.
Agricultural Diversification: In addition to providing food grains, agriculture fulfills other development needs. India ranks
second globally in vegetable production and first globally in fruit production. India's varied climate, geography, and soil types
enable it to grow wide range of crops like millets. Exotic Fruits & Vegetables are being grown by many farmers to increase the
profitability. In the last couple of decades, the farming industry has expanded to include cashew, areca nut, coconut, millets,
mustard, vegetable, spices, flowers, orchids, dairy, and animal husbandry
Investment in Agricultural Research: According to the Economic Survey 2023-24, food security has been significantly
boosted by investments in agricultural research and the support of enabling policies. According to Economic Survey 2023-24
estimates, there is INR 13.85 return for every rupee spent on agricultural research, including education. INR 19,650 crore was
spent in agricultural research in 2022–2023. Expenditure on the Department of Agricultural Research and Education (DARE)
by the MoA & FW for FY 2023-24 was INR 9,504 Crore. Economic Survey also states that increasing private sector investment
in agriculture is essential to give the industry a boost. Increased investment is required in post-harvest loss reduction, production
techniques, marketing infrastructure, and technology. Improved post-harvest infrastructure and the growth of the food
processing industry can cut down on loss and waste and extend storage times, which will benefit farmers' profits. Private
spending on agri mechanization (farmer level) has also increased in India from ~USD 15 billion in FY24 to ~USD 18 Billion
in FY25
Increasing use of Agri- inputs: Owing to rising population & increasing demand of foodgrains, there is a lot of emphasis on
increasing the productivity of farms. Given the good monsoon season in 2024, industry experts predicted a 10–11% increase in
demand for agrochemicals as a result of the spike in demand for seeds and crop-protection products. India is the second largest
seed market in Aisa Pacific with 15.7% market share of APAC market, with China being the largest with 54% market share.
The Indian seed market is valued at USD 3.8 Billion in 2024, growing at a CAGR of 6.6% during the period of 2024-2030. It
includes hybrid, OPV and GMO seeds. It is expected to grow to a value of USD 5.56 Billion by 2030F. According to experts
of fertilizer industry, sales are expected to expand at a strong rate of 1-3% this year, which was also the trend in FY24. The
nation consumed 60–61 million tons of fertilizers in FY24.
4.5. Key Growth Drivers
Growing Population: Last year, India overtook China as the most populated country in the world, and it will remain so until
2100. According to the United Nations, India will continue to be the most populated nation in the world for the remaining years
of the century, even though its population is expected to peak in the early 2060s at around 1.7 billion people and then drop by
12%. The research estimates that there will be 1.45 billion people living in India in 2024, and that number will rise to 1.69
billion in 2054. India will still be the most populous country on Earth even if its population is expected to drop to 1.5 billion by
146the end of the century in 2100. Thus, growing population will lead to increased demand of foodgrains thereby boosting the
entire agriculture industry.
Momentum Gained In Rural Economic Activity: Since 65% of India's population lives in rural areas, the performance of the
rural economy is crucial to ensuring a strong, inclusive, and broad-based growth process. Rural economic indicators in the post-
pandemic era suggest that the growth momentum will continue to strengthen in FY2024.
Exhibit 25: Monthly Per capita Consumption Expenditure (MPCE), INR
7000 6459 59.0%
58.4%
58.0%
6000 56.8%
57.0%
5000 56.0%
54.4% 3773 55.0%
4000
53.1% 54.0%
3000 52.4% 2630
53.0%
1984
2000 1430 52.0%
1105 1054
855 51.0%
1000 486 579
50.0%
0 49.0%
FY 2000 FY 2005 FY 2010 FY 2012 FY 2023
MPCE- Rural, INR MPCE- Urban, INR Rural as % of Urban
Source: GOI (various years), Household Consumption Expenditure Survey (2022–23), National Sample Survey Office, Ministry of Statistics and Programme
Implementation, GOI
One important measure of economic performance is the evolution of MPCE over time. As per the Household Consumption
Expenditure Survey for FY2023, the gap in MPCE between rural and urban areas has narrowed, with rural expenditure at 58.4%
of urban expenditure, up from 54.4% in FY2012. Additionally, from FY 2012 to FY2023, rural households' spending grew at
a CAGR of 9.2% compared to 8.5% for urban households.
Policy Support: For the benefit of Indian farmers, Government of India introduces various policies and programs . Dedicated
departments, boards, and officials for the agriculture sector, ranging from the central government to state governments,
meticulously examine the issues being faced by Agriculture sector.
Indian farmers are assisted by several farmer welfare programs, such as crop insurance and social security. Eligibility
requirements, implementation strategies, and related benefits vary between the schemes. It is the duty of the Department of
Agriculture and Farmer Welfare to impartially implement the programs. To guarantee access to IT throughout the country, the
government has implemented a number of digital initiatives, including the National e-Governance Plan in Agriculture, for the
development of digital public infrastructure, digital registers, etc. Multiple schemes such as Pradhan Mantri Kisan Samman
Nidhi (PM-KISAN), Pradhan Mantri Kisan Maandhan Yojna, Pradhan Mantri Fasal Bima Yojana, Agriculture Infrastructure
Fund, Market Intervention Scheme and Price support Scheme, Sub-Mission on Seed and Planting Material, Mission Organic
and so on are rolled out for various stakeholders involved in Agriculture sector.
Competitive Advantage: India has a competitive edge in the Agriculture & Food Processing Industry due to its abundance of
natural resources. It offers a broad and substantial raw material base suitable for the food processing sectors along with natural
resources due to its varied agroclimatic conditions.
According to the Economic Survey 2023–24, the agriculture sector in India supports the livelihoods of approximately 42.3%
of the population and accounts for 17.8% of the nation's GDP at current prices. Over the last five years, the agriculture industry
has grown at an average annual rate of 4.18% percent at constant prices, demonstrating its buoyancy.
4.6. Key Govt. Policies & Regulations
Scheme Description
Central Sector Schemes
e-NAM Scheme National Agriculture Market (NAM) is an electronic trading portal operational across India. The
implementation was taken up by Small Farmers Agribusiness Consortium (SFAC) in 2016. NAM
portal networks the existing APMC (Agriculture Produce Marketing Committee) / Regulated
Marketing Committee (RMC) market yards, sub-market yards, private markets and other unregulated
markets to unify all the nationwide agricultural markets by creating a central online platform for
agricultural commodityprice discovery.
147Scheme Description
Pradhan Mantri Fasal Bima PMFBY was launched in 2016 in order to provide a simple and affordable crop insurance product to
Yojana (PMFBY) ensure comprehensive risk cover for crops to farmers against all non-preventable natural risks from
pre-sowing to post-harvest and to provide adequate claim amount. The scheme is demand driven and
available for all farmers A total of 5549.40 lakh farmer applications were insured under the scheme
since 2016-17 and INR 150589 crore has been paid as claim.
Modified Interest Subvention The Interest Subvention Scheme (ISS) provides concessional short term agri-loans to the farmers
Scheme (MISS) practicing crop husbandry and other allied activities like animal husbandry, dairying and fisheries. ISS
is available to farmers availing short term crop loans up to Rs.3.00 lakh at an interest rate of 7% per
annum for one year. Additional 3% subvention is also given to the farmers for prompt and timely
repayment of loans thus reducing the effective rate of interest to 4% per annum.
Formation & Promotion of new The Government of India launched the Central Sector Scheme (CSS) for “Formation and Promotion of
10,000 FPOs 10,000 Farmer Producer Organizations (FPOs)” in the year 2020. The scheme has a total budgetary
outlay of INR 6,865 crores. Formation & promotion of FPOs are to be done through Implementing
Agencies (IAs), which further engage Cluster Based Business Organizations (CBBOs) to form &
provide professional handholding support to FPOs for a period of 5 years.
Market Intervention Scheme and Ministry of Agriculture & Farmers Welfare implements the Price Support Scheme (PSS) for
Price support Scheme (MIS-PSS) procurement of pulses, oilseeds and copra. Market Intervention Scheme (MIS) for procurement of
agricultural and horticultural commodities which are perishable in nature and are not covered under
the Price Support Scheme (PSS).
Centrally Sponsored Schemes
Atmanirbharta in Pulses To launch a 6-year Mission with special focus on Tur, Urad and Masoor, emphasizing development
and commercial availability of climate resilient seeds, enhancing protein content, increasing
productivity and improving post-harvest storage and management, assuring remunerative prices to the
farmers.
National Mission on High Targeted development and propagation of seeds with high yield, pest resistance and climate resilience.
Yielding Seeds
Mission for Cotton Productivity To be launched a 5-year mission to facilitate improvements in productivity and sustainability of cotton
farming.
Prime Minister Dhan Dhaanya It has been proposed Agri Districts Programme to cover 100 districts which is likely to help 1.7 crore
Krishi Yojana farmers.
Formation of Makhana Board It is proposed to set up Makhana Board to Improve production, processing, value addition, and
marketing and organisation of FPOs.
Rashtriya Krishi Vikas Yojana The scheme focuses on creation of pre & post-harvest infrastructure in agriculture and allied sectors
(RKVY) that help in supply of quality inputs, market facilities, etc to farmers. The scheme aims to fill the
resources gap of agriculture and allied sectors by providing financial support to states for undertaking
various activities to increase in overall growth of agriculture and allied sectors and farmers’ income.
Soil Health Card (SHC) Scheme Soil health card provides information to farmers on nutrient status of their soil along with
recommendation on appropriate dosage of nutrients to be applied for improving soil health and its
fertility. In order to develop the soil fertility map, Government of India has decided to conduct 5 Crore
Soil Samples across the country during year 2023-24 to 2025-26.
Per Drop More Crop (PDMC) In order to increase water-use efficiency at the farm level through Micro Irrigation technologies i.e.
drip and sprinkler irrigation systems, Per Drop More Crop (PDMC) scheme was launched during 2015-
16.
Micro Irrigation Fund (MIF) A Micro Irrigation Fund (MIF) of initial corpus Rs 5000 crore has been created with NABARD with
major objective to facilitate the States in mobilizing the resources for expanding coverage of Micro
Irrigation. Under the funding arrangement, NABARD lends to the States/UTs at 3% lower interest rate
than the corresponding cost of fund mobilized by NABARD from the market.
Paramparagat Krishi Vikas Paramparagat Krishi Vikas Yojana (PKVY) aims to increase soil fertility and thereby helps in
Yojana (PKVY) production of healthy food through organic practices without the use of agro chemicals. The scheme is
implemented in a cluster mode with unit cluster size of 20 hectares.
Krishonnati Yojana
National Food Security Mission The Mission aims at increasing production of paddy, wheat, pulses, coarse cereals (Maize and Barley)
(NFSM) and Nutri-Cereals through area expansion and productivity enhancement in a sustainable manner in the
identified districts of 28 States and 2 UTs (i.e., J&K and Ladakh). Other objectives include restoring
Soil fertility and productivity at the individual farm level, enhancing farm level economy to restore
confidence amongst the farmers and post-harvest value addition at farm gate.
Sub-Mission on Seed and SMSP covers the entire gamut of seed production chain, from production of nucleus seed to supply of
Planting Material (SMSP) certified seeds to the farmers, to provide support for creation of infrastructure conducive for
development of the seed sector, support to the public seed producing organisations for improving their
capacity and quality of seed production, create dedicated seed bank to meet unforeseen circumstances
of natural calamities, etc.
National Mission on Edible Oils A new Centrally Sponsored Scheme namely, National Mission on Edible Oil (NMEO)-Oil Palm
(NMEO)-Oil Palm (NMEO-OP) has been launched by Government of India in 2021 in order to promote oil palm
cultivation for making the country Aatmanirbhar in edible oils with special focus on North-Eastern
States and A&N Islands.
148Scheme Description
Mission for Integrated Mission for Integrated Development of Horticulture (MIDH), a Centrally Sponsored Scheme was
Development of Horticulture launched during 2014-15 for holistic growth of the horticulture sector covering fruits, vegetables, root
(MIDH) and tuber crops, mushrooms, spices, flowers, aromatic plants, coconut, cashew, cocoa and Bamboo.
Major components include plantation infrastructure development, establishment of new orchards and
gardens for fruits, vegetables, spices and flowers, rejuvenation of unproductive, old, and senile
orchards, protected cultivation, promotion of organic farming, pollination support through bee keeping,
horticulture mechanization, post-harvest management (PHM) and marketing infrastructure etc.
4.7. Threats and Challenges for Indian Agriculture
• Climate Change: Agriculture in India remains largely rain-fed (~60% of net sown area), making it highly vulnerable
to climate variations. Irregular monsoons, droughts, unseasonal rains, and heatwaves increasingly affect crop yield
• Structural Inefficiencies: India’s agricultural system suffers from significant inefficiencies and challenges, on account
of reasons such as climate risks and fragmented landholdings
• Water Scarcity: Over-dependence on groundwater due to inadequate irrigation infrastructure. Poor irrigation efficiency
and lack of water pricing mechanisms worsen the issue.
• Soil Degradation: Excessive and imbalanced use of chemical fertilizers (esp. urea) leads to soil fatigue and declining
productivity
• Access to capital and insurance: Many small farmers lack formal credit access and rely on informal lenders at high-
interest rates. Government insurance schemes like Pradhan Mantri Fasal Bima Yojana face issues like delayed payouts
and low coverage.
• Technology Adaption: Limited use of precision farming, AI, biotechnology, and mechanization, especially among
smallholders. Seed replacement rates and access to quality inputs remain low in several regions
4.8. Overview and Environmental Impact on Agriculture
India's land utilization pattern is a crucial determinant of its agricultural productivity and economic stability. As per the latest
land use statistics, 46% of the country’s total land area is dedicated to net sown area, reflecting the predominance of agriculture
in India’s economic structure. Additionally, 24% of the land is under forest cover, while 9% is allocated for non-agricultural
uses, such as urbanization and industrial development. The remaining land is classified under categories such as barren and
unculturable land (5%), culturable wasteland (4%), fallow lands (4%), and grazing lands (3%).
Exhibit 26: A Percentage Classification of Land Utilisation in the Country
Source: Land Use Statistics, GOI, MOAFW
The Indian farming landscape is overwhelmingly dominated by small and marginal farmers, with 86% of all farm holdings
being less than 2 hectares. Medium-sized farms (2-10 hectares) account for 13%, while large farms (>10 hectares) make up a
mere 1% of total holdings. This fragmented landholding structure exacerbates the vulnerability of Indian agriculture to
149monsoonal variations, as smaller farmers have limited access to irrigation infrastructure, credit, and adaptive farm practices. As
a result, monsoon variability directly influences crop yields, farmer incomes, and rural economic stability.
Exhibit 27: Indian Farm holding pattern
Source: F&S Analysis
5. Global Seeds Market Overview
5.1. Overview of the Global Seeds Industry
Over the past couple of decades, the global seed industry has seen tremendous change, with farmers switching from using farm-
saved seeds (seeds from the previous harvest are saved to be sown in for next season) to replacing seeds by purchasing high-
value ones, increasing crop production and overall yield. Rapid advancements in trait development, trait convergence, smarter
product distribution to growers, and the use of information analytics for strategic business growth are all contributing to the
considerable transformation of the global seed sector. Through genetic transformation, marker-assisted breeding, and
nanotechnology, advances in seed technology have accelerated. Seed sector witnessed an exponential growth curve due to
introduction of genetically modified seeds in Cotton, Maize, Soybean and Canola crops. Companies in the seed industry are
gearing to adapt to shifting market dynamics, technological advancements, regulatory changes, and the input industry's strategic
convergence in order to provide farmers with comprehensive solutions.
Seed companies furthermore, are increasingly developing and commercializing climate-resilient seed varieties to help farmers
withstand rising temperatures and erratic rainfall. These seeds offer improved drought tolerance, heat resistance, and stable
yields under stress conditions. Backed by public-private R&D and government support, they are becoming vital tools in
adapting Global Agriculture to climate change.
5.2. Global Seed Industry Market Size
The global seed industry has grown at CAGR of 2.8% from 2018 & is valued at USD 49.2 Billion in 2024. The growth in the
industry is attributed to increasing demand of food with growing population, trend of using branded seeds over saved seeds,
companies expanding their global footprints and innovations in the seed technologies.
Further the industry is forecasted to reach USD 57.9 Billion by 2030 with a CAGR 2.9%.
Exhibit 28: Global Seed Industry Market Size, Value (CY - 2018-2024- 2030)
Value, USD Bn
57.9
49.2
41.6
2018 2024 2030F
Source: Frost & Sullivan Analysis
150Exhibit 29: Global Seed Industry Market Size, Volume (CY - 2018-2024- 2030)
Volume, Million Tons 29.5
27.6
xx0.9%
26.1
2018 2024 2030F
Source: Frost & Sullivan Analysis
In terms of volume, the market is estimated to be 27.6 million tons in 2024 and is anticipated to grow to 29.5 million tons by
2030 with CAGR 1.1%. Players like Bayer, Syngenta, BASF, Corteva are the key players in global seed industry.
Exhibit 30: Increase in global yield of major crops
Source: FAO Stats
5.3. Entry Barriers
The seed industry is characterized by high entry barriers due to the long development cycles and the need for a substantial and
diversified germplasm pool. Germplasm refers to the genetic material of plants, often stored as seeds, that is used for breeding,
research, and conservation efforts. Developing a critical-scale portfolio can take over a decade, as new product development
depends on multiple factors, including the quality of the germplasm pool, availability of adequate infrastructure and investment
as well as a strong sales and distribution network for the new products. Incumbents need to continuously innovate to maintain
a strong market presence, as farmers exhibit strong brand loyalty and prefer proven products unless a superior alternative is
available.
R&D Costs- Research and development are essential to the seed industry because of the increased opportunities (such as
growing population, increasing food demand, rising incomes, focus on food security and climate smart agriculture) brought
about by new technologies, the quicker introduction of traits through these technologies, and the projected demand. Typical
cycle for R&D, product development and testing ranges from 6-7 years. Because, of increased competition and technological
developments, hybrid life cycles are becoming shorter.
The seed industry creates hybrids with enhanced qualities and nutritional value, as well as features unique to local agroclimatic
conditions, increased yields, and resistance to disease and pests. The market viability of a hybrid mostly rests on its enhanced
and distinctive characteristics, which are attained via consistent R&D efforts. Germplasm development, molecular marker
151technologies, application of biotechnology, assessment of seed quality parameters such as germination, genetic purity, physical
purity and vigor take a lot of investments but are crucial for delivering high-quality seeds.
Regulations- Although markets require a strong regulatory framework to operate effectively, regulations may often
unintentionally result in transaction costs and entry obstacles. Globally, each country has different laws and regulations that
govern the development, testing, and sale of seeds. Genetic exclusivity, environmental issues, product viability, performance,
and labelling are all subject to these rules. Seed companies need to meet these specific requirements for seed product quality
before they are allowed to conduct business. Adherence to the countries different laws and regulations increases the cost of
doing business for the industry, which is also dependent on the safeguards provided by the applicable nations' intellectual
property laws in order to be able to recover its research expenditure and growth. Robust and efficient intellectual property
regulations promote the creation of new products by prohibiting other companies when a seed company has established rights
in a particular technology.
Plant breeding is also impacted by regulations. The marketing of conventional seed varieties may be governed by rules in
addition to those pertaining to genetically modified organisms; in the European Union, for instance, new varieties may not be
marketed until they have successfully completed a test to determine their value for cultivation and use (VCU). The upkeep of
public seed banks and regulations controlling access to global genetic resources are two other instances of public policy
influencing seed markets.
Infrastructure- The primary obstacle in the seed sector is the significant capital outlay in infrastructure. Experiment stations,
land, R&D labs, instrumentations, seed processing facilities and packing unit are among the major investments. In addition,
warehouses for storage and handling of seeds are also required. These all infrastructure also need upgradations from time to
time.
Complexities in development & commercialization of products- Seed companies need to keep on developing new hybrids
with increased yields, tolerance to biotic and abiotic stresses. A strong and well-organized seed production network plays a
pivotal role in driving the growth of a hybrid seed business. By ensuring a consistent and timely supply of genetically pure,
high-quality hybrid seeds, the network enables the company to meet market demand effectively and build long-term trust among
the grower farmers and production organizers. Post the development of product, multiple trails need to be taken in different
geographies and climatic zones to ensure the suitability of products. This might take 3-4 seasons and 2-3 years minimum. Post
the product finalization, technical requirements in each country for registration of new hybrid needs to be done. Many countries
require certain national institutions to test the results of the hybrids which might take further time for commercialization. Thus,
time and technical requirements from development of seed to commercialization of the product are huge. The extensive time,
technical expertise, and regulatory compliance required for developing and commercializing seeds create a significant entry
barrier for new players in the seed industry
Establishing a Distribution Network- Post the seed commercialization, marketing and selling of seeds is huge task. Seeds,
bio-fertilizers, micronutrients etc. are related products having the same end user i.e. the farmer and are usually sold through
dealer networks. In the agri-inputs industry, the difficulty is in distributing the appropriate product at the right time to a
geographically scattered end-user. It also entails making certain that the end-user is aware of the precise raw materials, or agri-
inputs, that he needs to meet his demands. Best of R&D and production operations and best of quality manufacturing would
not be accomplished if the products did not reach the end customer in a timely way, or if the consumer was not aware of the
product, due to the seasonal and timely nature of agriculture business. Because of this, having a robust marketing and
distribution network is essential. Retailers, Distributors, Partners are the important stakeholders here and establishing a network
with them requires huge manpower & costs. New entrants often struggle to match the scale, reach, and trust established by
incumbents, making this a formidable barrier to enter in the seed industry.
Brand Building- Among farmers, brand loyalty is often strong. It's there in almost every facet of their business, from the bags
of seed they plant to the colour of the machinery. Multiple players such as Eldorado Agritech (Srikar Seeds), Corteva, Bayer,
BASF, KWS, Advanta have a diversified product portfolio in terms of crops as well as hybrid/ Research varieties. Crops with
strong brand conversion rates include maize, cotton, rice and sunflower. Businesses that create successful hybrids and have
cutting edge infrastructure for research and development will stand out from the competition more and more in the current
competitive industry. Farmers are the most discerning customers, seed quality, superior product attributes and brand plays a
crucial role as they don't switch if they are happy.
5.4. Seed R&D Process and Funnel from Seed selection to Identification & Commercialization
Seed companies have to go through multiple stages 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: Introduction of traits (e.g., disease resistance, yield) from wild or exotic germplasm.
• Breeding: Crossing, selection, and generation advancement to develop potential varieties.
152• Variety Testing:
• Company-level Trials: Early-stage evaluations.
• Grower Trials: On-farm assessments.
• DUS: Ensures the variety is Distinct, Uniform, and Stable.
• VCU: Assesses Value for Cultivation and Use.
• Basic Seed Production: Multiplication of seeds maintaining genetic purity.
• Hybrid (Commercial) Seed Production: Large-scale production for market sale.
• Promotion and Selling: Marketing, demonstrations, and sales to farmers and distributors.
Exhibit 31: R&D Process for Seeds
5.5. Introduction to Conventional seeds
Conventional Seed are the ones which are bred using conventional breeding technologies. Conventional breeding methods
include the introduction, selection methods and hybridization. All these methods are categorized further into different types
like mass selection, progeny selection, pure-line selection etc.
Conventional Seeds can be classified as Hybrid seeds & Open Pollinated Seeds.
Hybrid: When two genetically distinct plants of the same species or kind cross, the result is a hybrid seed. The parents are
typically manually cross-pollinated to create a crop with the desired genetic traits of the two plant species, such as bigger boll
size in cotton or resistance to disease or lodging in rice plant. For example, pollinating a yellow sweet pepper with a red-hot
pepper could produce a hybrid that is red sweet. These seeds can't grow produce that is similar to either of the parent plants
which means hybrid seeds are also not capable of passing similar genetic traits from generation to generation. Seed saved from
hybrid varieties will not breed true in the next generation and hence cannot be saved after harvest for next season. Cross-
pollinated species can be bred via synthetics and family selection, recurrent selection, and mass selection. Because hybrid seeds
are designed to combine the best characteristics of both parent plants, they typically develop more quickly, are more resilient,
and yield more. DH breeding is a plant breeding technique used to rapidly produce completely homozygous (pure) lines from
heterozygous parents in a single generation, which accelerates the breeding process by eliminating the need for multiple
generations of selfing, which is traditionally required to achieve homozygosity.
Open Pollinated Varieties (OPV): Open-pollinated varieties are the one which cross-pollinate with other plants of the same
variety, to provide seed/offspring that is true to type or similar to the original variety. Their seed won't germinate if they cross
with other species varieties. Self-pollinated plants, often known as selfers, typically use their own pollen to reproduce among
open-pollinated plants. Typically, crossers reproduce by spreading pollen from one plant of the same species to another. OPV
seeds, as opposed to hybrid seeds will yield plants that primarily share traits with their parent plant or retain the same genetic
traits across each generation. OPV seeds are generally produced by open pollination carried out by pollinators like birds, bees
and wind. Mass selection, pure line selection, pedigree, bulk population, single seed descent, backcrossing, multiline, and
composite are the other breeding techniques for self-pollinated species. These seeds have been deliberately cultivated over
153many generations to develop certain specific qualities, such as disease resistance, a distinctive flavour, or a special adaptation
to growing conditions. OPV seeds are tried and tested because they have been grown for years.
Seed Innovation: OPV vs Hybrid
Seed innovation is a comprehensive process aimed at developing improved crop varieties—both hybrids and open-pollinated
varieties (OPVs)—to meet the evolving needs of farmers, consumers, and environmental conditions. The process begins with
germplasm collection and evaluation, where diverse genetic material is assessed for desirable traits like yield, disease resistance,
drought tolerance, and quality. In hybrid development, breeders cross two genetically distinct inbred lines to produce first-
generation (F1) hybrids that exhibit heterosis or hybrid vigor—resulting in higher productivity and uniformity. For OPVs,
breeders select and stabilize high-performing lines over multiple generations through mass or pedigree selection, allowing
farmers to save seeds without significant loss in performance. The innovation process involves trait selection, marker-assisted
breeding, and sometimes biotechnological tools (e.g., gene editing or tissue culture) to accelerate development. Promising lines
undergo multi-location trials to assess performance under diverse agro-climatic conditions. After successful evaluation and
regulatory approval, the varieties are released, multiplied, and commercialized
Exhibit 32: Open Pollinated Variety Vs Hybrid Process
Source: Secondary Sources
5.6. Differentiation of Hybrid Seeds vs Open Pollinated Seeds
Exhibit 33: Open Pollinated Variety seeds Vs Hybrid Seeds
Parameters Hybrid Seed Open Pollinated Variety Seeds (OPVs)
Genetic Genetic base is from both the parents that are Broader genetic base and more variability is seen in flowering
crossed dates
Yield High Yielding than OPVs Lower yield than hybrids
Trait enhancement Possible with various breeding techniques Limited scope for trait enhancement
Cost Higher cost than OPVs Low or No seed cost
Uniformity In colour, maturity and other plant characteristics Limited scope for uniformity in colour & maturity duration
Source: Frost & Sullivan Analysis
5.7. Increasing demand for hybrid seeds in India
Indian agro climatic diversity enables multiple types of crops to be grown throughout the country. The traditional way of
agriculture is changing throughout the country where farmers are using hybrid seeds, agrochemicals & fertilizers for increased
productivity and yield. Hybrid seeds are crucial for increased yield and growth drivers for same are as below:
Increasing Seed replacement rate (SRR)- The commercial seed industry is growing as a result of increased Seed Replacement
Rates (SRR) for a variety of crops. SRR is the percentage of area sown out of total area of crop planted in the season by using
certified/quality seeds other than the farm saved seed. Increasing SRR means that farmers are investing in purchasing and using
of seed which are of high quality. In several crops that use Open Pollinated Varieties (OPV) seeds, the SRR has continuously
increased throughout time, rising from 20-30% to over 80% in case of vegetables & maize. Whenever hybrid seeds are used
for crops, the SRR is 100% since farmers are unable to use the seed again for the next season because it leads to dilution in the
genetic purity. According to Ministry of Agriculture & Farmers welfare, the prescribed norms of Seed Replacement Rate are
15433% for self-pollinated crops, 50% for cross-pollinated crops, and 100% for hybrids. Government intervention to boost SRR in
the field crop segment has risen in couple of years.
Higher Hybrid Seeds Adoption- In India, hybrid seed adoption is highest in crops like maize, cotton, and several vegetables
due to their cross-pollinated nature, which allows strong hybrid vigor and yield gains. Maize has hybrid penetration of over
90% nationally and near-100% in some states, while Bt cotton adoption exceeds 99%, making it the most successful hybrid
crop. In vegetables such as tomato, brinjal, and okra, hybrid usage is significant—up to 35–40% of cultivated area nationally.
Overall, hybrid adoption is higher in cross-pollinated crops because they offer stronger economic returns and are harder for
farmers to save seed from, while self-pollinated crops face slower uptake despite yield potential.
Growing Vegetables Seed Market- India's vegetable seed industry produces a variety of vegetables that are consumed
extensively in the nation. Many international nations are seeing a sharp increase in demand for Indian vegetable seeds. There
is increased demand for vegetable hybrids across country due to profitability it offers to farmers. Cucurbits and Solanacius
vegetable crops are the most in demand. Along with segments like tomatoes, watermelon, okra, and bitter gourds, the exotic
vegetable market is expanding. Companies are entering the vegetable seed market as these products are viewed as high margin
products though low in volume. For industry participants, the market for vegetable seeds offers potential as well as challenges
due to its extremely fragmented nature.
5.8. Role of R&D in Seeds along with Role of Private companies in driving innovation in seed industry
R&D in seed industry is crucial as it enhances the genetic potential of seeds thereby ultimately determining their yield & other
essential traits. Seed industry is also one of the most R&D intensive sectors. R&D in seed industry also helps in meeting the
challenge faced by farmers by providing them with seed innovations which are sustainable & safe to use. The process of research
and development (R&D) has changed over the years, involving the adoption of new technologies as well as a cultural shift
toward innovation and data-driven decision-making in all units that contribute to the process (Biotech, Breeding, Product
Development (PD), Commercialization), however the fundamental step for seed R&D remains the same that good quality of
germ plasm access is essential for good quality products. Marker-assisted selection (the process of using morphological,
biochemical, or DNA markers as indirect selection criteria for selecting agriculturally important traits in crop breeding),
Quantitative trait locus (QTL) analysis (Statistical method that links two types of information—phenotypic data- trait
measurements and genotypic data in an attempt to explain the genetic basis of variation in complex trait), and genetic
transformation are some of the key techniques that have been used as tools in seed R&D sector.
Exhibit 34: Summary of prominent breeding techniques used in Seed Industry
Conventional breeding Mutation Breeding Genetic Engineering Genome Editing
Description Donor variety with high Elite variety with low Desired Q gene from donor Targeted variety with low
grain quality, low yield, and grain quality is variety with high grain grain quality, yield, and
low disease resistance is subjected to chemicals quality, low yield, and low disease resistance is subjected
bred with low grain quality, or radiation resulting disease resistance is to mutations through genome
high yield and high disease in mutant variants genetically cloned with editing systems such as
resistance properties. recipient variety with low CRISPR/CAS9
grain quality, high yield, and
high disease resistance.
Output Rigorous selection and Rigorous selection Results in seed with high Results in seed with high
backcross resulting in seed and backcross quality, yield, and disease quality, yield, and disease
with high quality, yield, and resulting in seed with resistance resistance
disease resistance high quality, yield,
and disease resistance
Drawbacks Many other undesired genes Many other genes also Only desired isolated gene is Undesired quality related gene
also get transferred; cost of mutate, cost of transferred mutated
registration is high registration is high
Timeline Time consuming Time consuming Lesser time required Less time required for variety
development
Efficiency Less efficient Efficient Efficient Efficient
Labour Laborious Laborious Less laborious Less laborious
Requirement
Legislature No Legislature No legislature Newly developed varieties Newly developed varieties
come under GMO legislation come under GMO legislation
Source: Frost & Sullivan and secondary sources
Seed companies focus on developing various seed varieties and hybrids in order to help meet the world's increasing demand
for food and nutrition as well as to increase the productivity of farmers. The objective is to create new, enhanced hybrids and
varieties that have higher yields, the capacity to adapt to changing climatic conditions, and consumer-appealing features.
Modern plant breeding technologies are used by seed companies to develop improved crop seeds. Companies have created
some exceptional products throughout the years that have been well received by farmers and customers and have revolutionized
155the seed industry in many ways. In addition to using modern breeding technologies and having a rapid varietal turnover suitable
for target ecologies, private sector R&D has access to abundant worldwide germplasm resources. Companies also invest on
infrastructure for processing, storage, seed testing, and quality control.
Research in the private sector focuses on disease & pest resistance, nitrogen use efficiency, herbicide tolerance and on creating
hybrids that can withstand harsh weather conditions. Private sector has enabled accessibility of quality seeds across the country
along with providing the assurance in terms of quality of the seeds.
5.9. Segmentation of Seed Industry based on Region
The global seed industry, valued at over USD 49.2 billion in 2024, is segmented by regions with clear differences in revenue
and volume dynamics:
Exhibit 35: Global Seed Industry Segmentation- By Region, 2024
3%1% North America North America
2% 2%
14% Asia Pacific Asia Pacific
15% 27%
36%
Europe 27.6 Europe
USD 49.2
19% Million
Bn Latin America 19% Latin America
Tons
Middle East Middle East
27% 35%
Africa Africa
Source: Frost & Sullivan Analysis
Exhibit 36: Global Seed Industry Segmentation- By Region, Value, 2018-2024- 2030F
USD Bn 57.9
49.2
Africa 41.6
Middle East
Latin America
Europe
Asia Pacific
North America
2018 2024 2030F
Source: Frost & Sullivan Analysis
Region 2018 2024 2030F CAGR 2024-30
Africa 0.5 0.6 0.8 3.9%
Middle East 1 1.2 1.5 3.4%
Latin America 6 7 8.1 2.5%
Europe 8.3 9.5 10.8 2.2%
Asia Pacific 10 13 16.7 4.3%
North America 15.9 17.8 20 1.9%
156Exhibit 37: Global Seed Industry Segmentation- By Region, Volume, 2018-2024- 2030F
MillionTons 29.5
Africa 27.6
26.1
Middle East
Latin America
Europe
Asia Pacific
North America
2018 2024 2030F
Source: Frost & Sullivan Analysis
Region 2018 2024 2030F CAGR 2024-30
Africa 0.6 0.7 0.8 2.5%
Middle East 0.5 0.6 0.6 1.5%
Latin America 4.1 4.2 4.5 0.7%
Europe 5.1 5.1 5.3 0.3%
Asia Pacific 8.4 9.5 10.8 2.1%
North America 7.3 7.4 7.5 0.2%
5.10. Segmentation of Seed Industry based on Crops
The global seed industry, valued at over USD 49 billion in 2024, can be segmented by crop type—highlighting differences in
value and volume across segments
Exhibit 38: Global Seed Industry Segmentation- By Crops group, 2024
3% Cereals & 6% 2% Cereals &
Grains Grains
18%
Oil Seeds Oil Seeds
25%
27.6
USD 49.2 Bn 51% Million
Fruit & Fruit &
Tons 67%
28% Vegetables Vegetables
Others Others
Note: - Cereals & Grains include Paddy, Wheat, Maize, Millets, Oats, barley, etc.; Oil seeds include- Soybean, Rapeseed/mustard, Canola, Cotton, sunflower,
etc.
Source: Frost & Sullivan Analysis
Exhibit 39: Global Seed Industry Segmentation- By Crops, 2024
5% Corn 11% Paddy
4% 2%
8%
Paddy Corn
15%
27.6
48%
USD 49.2 Wheat Million Wheat
20%
Bn Tons
63%
Cotton Cotton
24%
Others Others
Source: Frost & Sullivan Analysis
1575.11. Key trends in Global Seed Industry
Consolidation in Seed Industry & Strategic Partnerships - Strategic partnerships, mergers, and acquisitions (M&A) are
pivotal in shaping the global seed industry's landscape. These collaborations enable companies to expand their market reach,
enhance research and development capabilities, and adapt to evolving agricultural demands. From 2015 to 2021, the seed
industry saw an era of consolidation. In 2016, Bayer proposed to acquire Monsanto and acquisition was completed by 2018.
Corteva combined the seed businesses of Dow Chemical and DuPont, which merged in 2017 to form DowDuPont in 2018-19.
Sinochem – ChemChina merger to form new Syngenta Group bringing together Syngenta AG, ADAMA and agricultural
activities of Sinochem- Chem China. Thus, Seed industry went through a consolidation during this phase.
Importance of Tie-ups and acquisition in seed industry
Market Expansion and Diversification: Through acquisitions, companies can swiftly enter new markets and diversify their
product portfolios. This strategy mitigates risks associated with market saturation and crop failures.
Enhanced Research and Development (R&D): Collaborations often lead to the pooling of resources and expertise,
accelerating the development of high-yielding, disease-resistant, and climate-resilient seed varieties.
Supply Chain Optimization: Integrating operations allows for streamlined logistics, reduced costs, and improved distribution
networks, ensuring timely delivery of seeds to farmers.
Technological Advancement: M&A activities facilitate the adoption of cutting-edge technologies, such as precision
agriculture tools and smart packaging solutions, enhancing seed quality and monitoring.
Trends in Seed Industry – Changing Dynamics
At present, companies in seed industry are focused on enhancing the innovation pipeline across Seeds & Traits along with
strengthening digital ecosystem and expanding the global footprint.
• Companies are looking for multitude of partnerships, new, sustainable business models with intelligent and integrated
approaches.
• Companies are focused on using genomic, phenotypic and environmental data along with advanced breeding methods
and AI to develop novel seed products. Breeding innovations of companies are aimed at improving crop yields,
boosting resilience against biotic and abiotic stresses and a changing climate-while also emphasizing drought and
salinity tolerance and improving quality.
• Companies are also routinely applying for patents in seed segments to safeguard the developed technologies.
• Precision agriculture linked seed production for high value seeds
• Use of Artificial intelligence (AI), machine learning (ML), Internet of Things (IoTs), Robotics, Drones in entire value
chain of seed development & production
• Leveraging technology for policy implementation including Harmonization of Regulatory framework along with
traceability
• Promotion of seed treatment & biologicals including microbes in line with microbiome approach
• Regenerative & Sustainable Agriculture Technologies including Direct Seeded Paddy (DSR), High Density Planting
System (HDPS) and so on.
• Increasing public & private partnerships along with strategic partnerships in private sector to leverage geographical
reach as well as enhance the R&D capabilities.
• Focus on speed breeding for development of climate resilient varieties.
6. India Seeds Market Overview
6.1. Indian Seed Industry Market Size & Segmentation
India has recently surpassed China as the world's most populated nation. Over the past few decades, it has achieved remarkable
accomplishment in becoming food self-sufficient, increasing its production to match the rising demand for food, and importing
very little. The Green Revolution played an important part in this success, but it has also been underpinned by the development
of the seed industry.
158Along with being successful in food self-sufficiency, India has been maintaining seed self-sufficiency too, with a relatively low
level of seed imports in comparison with the size of the overall market.
Exhibit 40: Indian Seed Market Size, USD billions
USD Billions 5.56
xx6.6%
3.80
2.98
xx4.2%
FY2018 FY2024 FY2030F
Source: Frost & Sullivan
India is the second largest seed market in Asia Pacific with 15.7% market share of APAC market, with China being the largest
with 54% market share. The Indian seed market is valued at USD 3.8 Billion in 2024, growing at a CAGR of 6.6% during the
period of 2024-2030. It includes hybrid, OPV and GMO seeds. It is expected to grow to a value of USD 5.56 Billion by 2030F.
Growth of Indian seed industry is outpacing the growth of global seed industry due to growing demand for food, animal feed
and biofuels along with conducive environmental conditions and government policies. India is self-sufficient in fruits,
vegetables and field crop seeds and is seeing a potential growth in Paddy and Maize with main proven seed production areas
for crops like maize at Eluru (Andhra Pradesh), paddy at Karimnagar & Warangal (Telangana), cotton at Gajendragada, Sira
(Karnataka), Gadwal (Telangana), wheat at Karnal (Haryana) and Kota (Rajasthan). Eldorado Agritech produces its seeds in
the main proven production areas for their respective crops like maize at Eluru (Andhra Pradesh), paddy in Karimnagar &
Warangal (Telangana), cotton at Gajendragada, Sira (Karnataka), Gadwal (Telangana), wheat at Karnal (Haryana) and
Hanumangarh (Rajasthan).
Exhibit 41: India Seed market segmentation in FY2018, FY2024 & FY2030F (USD Billion)
FY2018 USD 1.62 FY2024
Bn
USD 1.29Bn
42.50%
43.50%
USD USD
2.98Bn 3.8 Bn
USD 2.19
Bn
USD 1.68Bn
57.50%
56.50%
Organized Market Unorganized Market Organized Market Unorganized Market
159FY2030F
USD 2.31Bn
41.50%
USD5.56
Bn
USD 3.25Bn
58.50%
Organized Market Unorganized Market
Source: Frost & Sullivan Analysis
The organized seed market in India in 2024 contributes to ~58% of the entire market with known seed production companies
and public entities. Organized sector comprises multinational companies such as Bayer, BASF, Corteva, Advanta seeds, along
with Indian companies such as Eldorado Agritech (Srikar Seeds), Mahyco, Ankur seeds, Rasi seeds, VNR seeds, Nuziveedu
Seeds, Ajeet seeds, Nath Bio gene, Tata Rallis, Kaveri seeds and many others. Nearly all have a very wide product range, selling
both vegetable seeds and field crops.
Exhibit 42: Indian Seed Market Segmentation - Region wise, FY2024
East
10%
North
37%
South
USD2.19 Bn
18%
(Organized
West
35%
Source: Frost & Sullivan, Primary Inputs
6.2. Importance of having R&D
Research and Development (R&D) is the backbone of the seed industry, driving innovation, competitiveness, and agricultural
sustainability. In the context of global food security, climate change, evolving pest and disease pressures, and increasing demand
for higher productivity, a robust R&D ecosystem is indispensable for the seed sector. As agriculture shifts from traditional
practices to more technology-driven systems, R&D serves as the essential link between scientific advancements and practical
farming solutions.
• Driving Genetic Improvement and Productivity: One of the primary goals of R&D in the seed business is to develop
high-yielding, genetically superior crop varieties. By leveraging advanced breeding techniques, such as marker-
assisted selection, CRISPR, and genomic selection, seed companies can create varieties that outperform existing
cultivars in terms of yield, stress tolerance, and adaptability. These innovations directly contribute to increased
agricultural productivity and profitability, particularly in regions with limited arable land or challenging climatic
conditions.
• Enhancing Stress and Disease Resistance: Agricultural crops are increasingly exposed to a variety of biotic and
abiotic stresses, including drought, salinity, heat waves, pests, and diseases. R&D plays a crucial role in identifying
genes responsible for resistance and incorporating them into commercial hybrids and open-pollinated varieties (OPVs).
Disease-resistant seeds reduce the need for chemical crop protection products, lowering costs for farmers and
minimizing environmental impacts. For instance, the development of rust-resistant wheat or virus-tolerant tomatoes
has significantly reduced crop losses and ensured stable production.
160• Adapting to Climate Change: Climate change is a growing threat to global agriculture. Unpredictable weather
patterns, extreme temperatures, and shifting rainfall regimes necessitate the development of climate-resilient crop
varieties. Through R&D, seed companies can breed crops that flower earlier, require less water, or can withstand
temperature extremes. The adaptability of crops to changing climatic conditions ensures long-term sustainability and
food security, particularly in vulnerable regions such as South Asia and Sub-Saharan Africa.
• Speed Breeding to accelerate development: Speed breeding is an advanced plant breeding technique that accelerates
the development of new crop varieties by significantly reducing the time required for each generation. Ongoing
research in seed technology has led to the development of speed breeding techniques which use controlled
environments such as extended daylight hours upto 22 hours per day), optimized photoperiods, and advanced genetics
to shorten crop growth cycles. This allows breeders to produce more generations of plants per year — often 4–6 instead
of the usual 1–2 — accelerating the development of high-yielding, disease-resistant, and climate-resilient maize and
other crop varieties. Speed Breeding significantly reduces the time-to-market for new hybrids, enhancing the seed
industry’s responsiveness to changing farmer and market needs. Eldorado Agritech is developing controlled
environment facilities for speed breeding so that varietal development cycle could be hastened and new varieties could
be launched in shorter time spans
• Supporting Regional Crop Diversification: Different agro-ecological zones require tailored seed solutions. R&D
enables seed companies to develop region-specific hybrids that are best suited to local soil, climate, and market
conditions. For example, hybrid Paddy developed for the waterlogged fields of eastern India differs from drought-
tolerant Maize for central India or high-altitude vegetable varieties in the Himalayas. By investing in localized R&D,
companies can cater to the nuanced needs of farmers, enhancing adoption rates and ensuring better outcomes.
• Accelerating Commercialization Through Breeding Pipelines: R&D is also essential for streamlining and
accelerating the breeding and commercialization process. Structured breeding pipelines that include pre-breeding,
selection, trials, and regulatory registration enable the faster release of new varieties. This is especially critical in high-
demand or rapidly changing markets, where shorter product cycles and quick adaptability can be major competitive
advantages. Modern breeding programs supported by digital tools and AI-based analytics can drastically cut down
variety development time.
• Enabling Intellectual Property and Competitive Advantage: Innovation driven by R&D also provides a
competitive edge in the form of intellectual property (IP). Through Plant Variety Protection (PVP) and patents,
companies can safeguard their proprietary genetics and technologies. This not only incentivizes innovation but also
generates revenue through licensing and technology transfer. Strong IP portfolios enhance brand reputation and market
share, particularly in premium segments like hybrid vegetables or specialty grains.
• Building Sustainability Through Reduced Input Dependency: Seeds developed with input-efficiency traits—such
as nitrogen-use efficiency, pest resistance, or drought tolerance—help reduce the dependence on fertilizers, pesticides,
and irrigation. This is particularly relevant in regions facing input cost inflation or natural resource constraints. R&D
facilitates the development of such sustainable solutions that align with environmental goals and national agricultural
policies.
• Strengthening Farmer Incomes and Rural Livelihoods: At the grassroots level, the impact of R&D manifests in
improved farmer incomes. High-performing seeds lead to better yields and lower production costs, translating to
greater profitability. Access to reliable, scientifically developed seeds reduces crop failure risks and enables
smallholders to participate more actively in formal markets. Seed companies that invest in farmer education and
extension services as part of their R&D outreach further amplify this impact.
6.3. Key Trends, Growth Drivers & Opportunities driving the seed market growth in India
• Increasing use of branded seeds - Farmers across the regions are shifting towards the branded seeds, simply due to
the many benefits offered by these brands. Branded seed lots go through multiple testing for purity, germination,
viability and uniformity before been sold to farmers. In comparison to OPVs, branded hybrids—especially single-
crosses—show greater plant and seed uniformity for all traits since all individuals have similar genotypes. Branded
seeds are generally uniform when it comes to maturity, height and head inclination which has advantages during
harvest. Additionally, the branded hybrids come with multiple advantages of disease resistance, insect resistance &
herbicide tolerance.
• Growing vegetable seed market- Due to high demand for vegetable, the acreages under vegetable cultivation have
also grown at a CAGR of 2% from FY2020 (10.3 Mn Ha) to FY2024 (11.2 Mn Ha). Highest growth has been seen in
acreages of beans, pointed gourd, chillies, bitter gourd and cucumber. The hybridization percentage is also higher in
vegetable crops. This indicates the need for seed used for these crops has also increased. For FY25, in vegetable
segment, across all regions the industry is expected to see further growth driven by increasing acreages under onion,
161potato, okra and tomato. Exotic vegetable segment is gaining traction along with segments like bitter gourd,
watermelon, okra and tomato.
• Increased demand for Oilseed: Consumption of edible oil has increased dramatically over the previous few decades,
reaching 19.7 kilograms annually (kg/year), according to Niti Ayog report for Edible oil published in 2024. Since, this
increase has surpassed domestic output, there is significant dependence on imports to meet domestic edible
oil demand as well as industrial requirements. Given the multifaceted benefits of achieving “Atmanirbharta” (self-
sufficiency) in this sector, a multi-pronged approach is imperative. Production for mustard has increased from 9.1
million tons in FY 2020 to 13.3 million tons in FY 2024.
• New Technologies & agriculture practices – New technologies are being used in every domain of seed industry.
From breeding to sales of seed, multiple technologies such as AI, ML and Digital solutions are being used by seed
companies. India’s agriculture is undergoing a technological transformation, with drones and remote monitoring
systems taking center stage. Drones are increasingly used for precision spraying of fertilizers and pesticides, crop
health imaging, and real-time field surveillance—reducing input costs and labor dependency. Simultaneously, IoT-
based monitoring systems track soil moisture, temperature, and plant health, enabling data-driven, precision farming.
These technologies, supported by government incentives and agri-tech startups, enhance yields, optimize inputs, and
support sustainability.
• Increasing exports opportunity -India has diverse types of agroclimatic conditions, a high degree of technological
know-how, experienced and trained labor, adequate land, and plenty of sunshine for farming. Indian seed companies
have strong export opportunities in neighbouring and emerging markets like Bangladesh, Nepal, Indonesia, Vietnam,
and West African countries, driven by demand for high-yielding, drought-tolerant, and affordable seeds. India’s
agro-climatic similarities and cost-effective R&D give it a competitive edge. Crops like vegetables, Maize, Paddy,
and cotton hybrids are particularly in demand. Regulatory harmonization, trade agreements, and participation in
international seed expos are further opening doors. As food security and climate resilience become global priorities,
Indian seed firms are well-positioned to expand their footprint by offering adaptable, scalable solutions to smallholder
farmers across these regions.
6.4. Threats and Challenges for Indian Seed Industry
• Frequent Changes in Seed Regulations and Policy Uncertainty: Constant revisions in regulatory frameworks—
such as seed licensing, labeling, and certification—create compliance challenges for both domestic and multinational
seed firms. Lack of clarity in biotech seed approval (e.g., GM mustard, Bt brinjal) has delayed innovation and
commercialization
• Inadequate Seed Certification and Quality Infrastructure: There is a shortage of well-equipped labs and trained
personnel to carry out quality testing, especially for hybrid and vegetable seeds. Quality issues such as poor
germination rates and genetic purity hinder farmer trust and productivity
• Risk Aversion of Farmers and Low Awareness: Many small and marginal farmers rely on saved seeds or local
dealers, and are hesitant to try new hybrids. Lack of training and post-sale support from seed companies results in poor
usage of crop-specific seed packages
• Climate Change and Weather Vulnerability: Seed production is highly sensitive to climatic factors—unseasonal
rains, heatwaves, or floods reduce seed viability and germination rates
• Rising Input Cost in Seed Production: The cost of labor, irrigation, and land has increased significantly in seed hubs
like Andhra Pradesh, Telangana, and Maharashtra.
6.5. Supply chain of seed industry in India
Public Sector Seed Supply Chain in India
Public Sector seed supply chain majorly involves the government & public agencies in breeding and distribution of seeds.
Nucleus, Breeder, Foundation & Certified seeds are produced by these agencies. Certified seeds are the one that are distributed
to farmers.
162Exhibit 43: Public sector seed supply chain in India
Source: Frost & Sullivan
Private Sector Seed Supply Chain
Private seed sector plays a very important role in food value chain as they add most value to the seed along with developing
and breeding superior seed varieties which are vital component of crop production and primary ingredient for food security.
Seed industry is one of the highest potential emerging markets and provides new growth opportunities to different players in
the value chain.
Exhibit 44: Private Sector Seed supply chain in India
Source: Frost & Sullivan
1636.6. Key Product Attributes & Gross Margins
Exhibit 45: Gross Margins of Seeds in India
Source: Frost & Sullivan
Exhibit 46: Key attributes of Seeds in India
Product Examples of Differentiated attributes
Cotton More number of balls & good ball bursting
Big Ball Size - 4.5- 6 gms and uniform ball size with high retention
Good tolerance to Cotton leaf curl virus (CLCuV) & Sucking pest
Paddy Good cooking and eating quality. Perceived characteristics of premium-quality Paddy are non-sticky texture, extra-
long to long slender grains (i.e., very fine to fine grains), and fragrance
Resistance to diseases such as Bacterial Blight (BLB), Leaf blast
Good head paddy recovery
Non lodging along with long and dense panicles (more grains)
Tolerance to drought as well as flood condition
Medium to early maturity preferred (95-120 days)
Mustard More numbers of branches with high pod and complete pod filling
Bold and shiny grain
High oil content (33-46%)
Low management high yield
Pearl Millet Long, bold, compact ear head
Green fodder
High tillering- Uniform ear head
Attractive grain color
Maize High Yield
Adaptable for varied climates
Disease Tolerance
Wide Adaptability
6.7. Crop-wise Market Segments
Bayer, Syngenta, BASF & Corteva are the MNCs which have significant market share in seed industry in India. Other
companies such Eldorado Agritech (Srikar Seeds), Advanta Seeds, Mahyco, Kaveri Seeds, Nuziveedu Seeds, Rasi Seeds have
good presence in the overall seeds market in India with specialized breeding programs in multiple crops. Eldorado Agritech’s
164seed products such as maize, paddy (rice), cotton, wheat, bajra (pearl millet) and vegetable seeds are known for their high yield,
disease tolerance, and adaptability to different climatic conditions
Exhibit 54: India Seed Market Segmentation - By Crops, Value & Volume, FY2024
Others Mustard
Mustard Wheat Pearl Millet
2.7% 1.4%
Pearl 4.2% 9.6% Vegetable… 0.04% Others
Millet 5.6%
Rice
1.5% Cotton
13.2%
2.2% Wheat
USD2.19 Bn Corn ~901 KT 49.9%
Vegetables
30.0% (Organized 15.5% (Organized
Market)
Corn
19.2%
Rice
Cotton 23.3%
19.7%
Source: Frost & Sullivan Analysis, Primary Inputs
Exhibit 47: Indian Seed Market Segmentation - Vegetable Seeds category, FY2024E
Brinjal Pumpkin Cauliflower Ridge gourd
2.0% 2.0% 1.9% 1.6%
Cucumber
2.3%
Melons
2.8%
Tomato
2.8%
Okra
Bittergourd 3,200 Tons 62.5%
3.9%
Chili
4.2% Bottle gourd
5.5%
Source: Frost & Sullivan, Primary Inputs
6.8. Maize
Maize is India’s third most important cereal crop after paddy and wheat. It plays a critical role in food security, livestock feed,
and industrial applications. In recent years, Maize has gained significance due to its versatility and growing demand across
sectors. This growth has been propelled by a combination of agronomic advancements, market demand, and policy support.
Farmers have increasingly shifted to high-yielding hybrid maize varieties, which offer better disease resistance and higher
productivity compared to traditional seeds. The expansion of irrigation infrastructure—particularly micro-irrigation systems in
rain-dependent regions—has reduced yield volatility, while mechanization in sowing and harvesting has improved efficiency
and reduced post-harvest losses. Favorable monsoon patterns in the past two seasons have further bolstered productivity,
especially in key maize belts such as Madhya Pradesh, Karnataka, Maharashtra, Telangana, Andhra Pradesh, and Bihar.
Demand from poultry feed, starch, ethanol, and snack manufacturing industries has created a strong and consistent market pull,
incentivizing farmers to allocate more acreage to maize. Government initiatives like minimum support price (MSP)
enhancement, input subsidies, and credit access through schemes such as Kisan Credit Card have lowered barriers to technology
adoption. Additionally, precision farming practices, better nutrient management, and integrated pest control have optimized
input use, increasing per-hectare yields. Private sector investment in seed R&D and extension services has brought improved
hybrids and agronomic knowledge to farmers, further accelerating adoption. The ethanol blending program, which includes
maize as a feedstock, has created an additional domestic market avenue, stabilizing demand. Reduced pest outbreaks in recent
seasons, coupled with timely fungicide and pesticide application, have minimized crop losses. State-specific programs
promoting crop diversification away from water-intensive paddy towards maize have also expanded cultivated area. As a result,
maize has emerged as both a commercially lucrative and agronomically resilient crop for Indian farmers, positioning it as one
of the fastest-growing cereals in the country’s agricultural portfolio. Beyond these core drivers, advancements in storage and
165logistics have ensured that maize can reach markets in better condition and at competitive prices, reducing wastage and
increasing profitability for producers. The clustering of maize-based processing units near production hubs has also shortened
supply chains, creating a steady demand pipeline. Increased access to crop insurance has mitigated risks for farmers,
encouraging higher investments in quality inputs. In addition, climate-resilient hybrid varieties have allowed expansion into
non-traditional maize-growing regions, spreading the crop’s footprint across diverse agro-climatic zones. Research
collaboration between public institutions and private seed companies has accelerated the breeding of hybrids suited for specific
end uses such as feed, starch, and ethanol. Awareness campaigns and field demonstrations by agribusiness firms have also
played a pivotal role in farmer education, driving adoption of best practices. The rapid penetration of digital platforms and agri-
tech solutions for weather forecasting, market price tracking, and advisory services has further enhanced decision-making at
the farm level. With a rising middle-class population, the domestic consumption of maize-based products such as snacks,
breakfast cereals, and value-added foods is on the rise, adding another layer of market stability. All these factors combined are
creating a robust ecosystem that not only supports current maize production but also promises sustained growth in the coming
years
India produced approximately 42.2 million metric tonnes of Maize in 2024-25, covering about 12.1 million hectares of land.
The average yield was around 3.6 tonnes per hectare, although this varies significantly across regions depending on irrigation,
seed variety, and agronomic practices.
Maize is primarily grown during the kharif season (June–October), which contributes about 85% of total production. It is also
cultivated in the rabi season (November–March) in states like Bihar and Andhra Pradesh, and during zaid (summer) in some
pockets of Karnataka and Tamil Nadu. Key Maize-producing states include Madhya Pradesh (6.7 Million MT), Karnataka (6.1
Million MT), Maharashtra (4.9 Million MT), Bihar (4.9 Million MT), Telangana (3.1 Million MT), and Rajasthan (2.7 Million
MT).
Eldorado Agritech (Srikar Seeds) has a strong presence in Maize growing states of Madhya Pradesh, Karnataka, Maharashtra,
Telangana, and Bihar. With focus on high quality hybrid seeds, Eldorado Agritech has a demonstrated track record of growth
in Maize as a category and is among the Top 10 seed players basis market share commanding ~3% market share
Exhibit 48: Segmentation of Maize seeds based on Hybridisation, FY2024
OPV, 5%
Hybrid, 95%
Hybrid OPV
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
Maize is one of the crops with most prevalence of Hybrid seeds having hybrid penetration of over 95% nationally and
near-100% in some states
6.9. Paddy
For a sizable portion of India's population, paddy is a basic staple food that contributes significantly to food security by offering
significant calories intake. Production of paddy provides livelihoods for an enormous number of farmers and labourers. It
contributes to rural development and poverty alleviation by providing rural households with a vital source of income. Indian’s
paddy production has grown from 119.7 million tons in FY 2019-20 to 149 million tons in FY 2024-25. For paddy (hybrid
paddy and OPV paddy), commercial sales season in India is from April to July. Top three paddy producing states in India for
FY 2024-25 were Uttar Pradesh (14%), Telangana (11.5%), and West Bengal (11.06%).
166Paddy seed market has hybrid seed penetration to a certain extent with research and open pollinated varieties still dominating
the market.
The OPV paddy segment in India has transitioned from farm-saved/ bulk seeds to quality packed seeds, along with seed
treatment solutions. OPV or Research paddy accounts for 85-90% of the paddy market volume in India and is still the dominant
segment in Indian paddy seed industry.
The Indian Hybrid Paddy seed market accounted for INR 12,000- 13,500 Mn in 2021. The segment is estimated to amount for
INR 14,700-15,500 Mn in 2024 and is expected to grow at CAGR 5.5-6% to reach INR 20,500- 21,000 Mn in 2030. The current
hybrid seed penetration level in paddy is around 8-10%, with an estimated 4-4.2 million hectares under hybrid paddy cultivation
in 2023-24. In volume terms, hybrid paddy segment in India is estimated to account for 55,000-60,000 tons in 2024.
Exhibit 49: Segmentation of Paddy seeds based on Hybrid Seed Penetration, FY2024
Hybrid, 10%
OPV, 90%
Hybrid OPV
Source: Primary stakeholders, Frost & Sullivan Research and Analysis
6.10. Mustard
An essential oilseed crop in India, rapeseed-mustard is essential for reducing the demand-supply gap for edible oil in the
country. Since long ago, all parts of the rapeseed-mustard plant have been used for flavoring, medicine, and preservation,
making them important to human livelihood.
The second-largest oilseed crop in India, rapeseed-mustard is grown in a variety of agroclimatic conditions, including both
rainfed and irrigated systems, in a range of soil types, and in hills in the northeast to northwest. Rapeseed-Mustard acreages in
India have grown from 6.9 Million hectares in FY 2019-20 to 8.6 Million hectares in FY 2024-25 growing at CAGR 6.6% for
the stated period. For mustard (hybrid mustard and OPV mustard), commercial sales season in India is from September to
November. The production of rapeseed- mustard was 12.6 million tons for FY 2024-25. Rajasthan (5.4 Mn Tons), Uttar Pradesh
(2.1 Mn Tons) & Madhya Pradesh (1.6 Mn Tons) are the top 3 rapeseed- mustard growing states in FY 2025.
Mustard seed market in India is both OPV/research and hybrid based. Market for research mustard is ~INR 780-920 Million in
2025 which is estimated to grow at CAR 4-5% till 2030 to reach INR 970-1,200 Million.
In 2021, the hybrid mustard market was around INR 5,000-5,600 Mn. The hybrid seeds market accounted INR 6,800-7,000 Mn
in 2024 and is further expected to grow at CAGR 5.5-6% till 2030F to reach INR 9,700-9,800 Mn.
6.11. Vegetables
Because of its varied climate, India has the opportunity to grow a wide range of fresh fruits and vegetables. After China, it is
the world's second-largest producer of fruits and vegetables. According to the National Horticulture Board's National
Horticulture Database, India produced 219.6 million metric tons of vegetables in 11.7 million hectares in FY 2024-25. For
vegetables, commercial sales season in India is primarily from January to March. Onion, Potato, Tomato, Okra, Gourd, and
Green Chilly Contribute largely to the vegetable market as well as export basket.
The vegetable seeds market is expected to grow at a CAGR of 9-10% between 2024 to 2030, reaching INR 98,000-99,000
million driven by increasing consumer demand, evolving taste preferences, and rising hybrid penetration. The market was
valued at ~ INR 61,000 Million in 2024.
167Vegetable seed market in India is highly competitive with multiple players leading in different crop segments as well as
existence of unorganized players. Hybrid seed penetration in vegetables is high as compared to the cereals and oilseed market.
Exhibit 50: India Vegetable Market Seeds Snapshot for Key Categories
Vegetable category Market size in 2024 (Tons) Hybrid Seed Penetration
Okra 2,000 >80%
Chilli 135-145 >80%
Cauliflower 60 ~50-60%
Brinjal 60-65 ~60%
Tomato 70-90 >80%
Gourds* 425 >90%
(Bottle Gourd, Bitter Gourd,
Ridge Gourd, cucumber)
Source: Primary inputs, Frost & Sullivan Analysis
6.12. Cotton
Cotton is often referred to as white gold due to its significance for rural economic growth. In terms of Production, India stands
at ~ 180 Million Bales, each weighing 170 kg (30.6 Million Metric Tons) in 2024-25 by being the second largest producer of
cotton with ~23% market share globally, trailing China and leading Brazil. States of Maharashtra (30%), Gujarat (23%), &
Telangana (18%) are the top 3 states producing cotton in FY 2025, the area harvested for cotton in India in FY 2024-25 was
11.2 million hectares.
Currently cotton is the only Genetically Modified crop in India. Receptivity of farmers to new technology was amply
demonstrated by the rapid and widespread adoption (reaching 95% of the crop area) of Bt cotton when it became available in
the early 2000s. In 2024, it is estimated that 4.5-4.8 Crore cotton seed packets were sold in Indian seed market. The Indian
cotton market accounted for INR 35,000- 35,500 Mn in 2021. The market size is anticipated to increase from INR 36,500-
37,000 Mn in 2024E to ₹ 44,000-45,000 Mn by 2030F. The Indian cotton segment is expected to grow at a CAGR of 3-4%
between 2024E and 2030F.
Eldorado Agritech (Srikar Seeds) is among Top-10 largest players in Cotton seed sector having strong presence in Maharashtra,
MP, Karnataka and has a strong portfolio of product offerings for the farmers and has a demonstrated track record of growth in
Cotton category
7. Global Agrochemicals Industry
7.1. Global Agrochemicals Industry Overview
The global agrochemicals industry is a cornerstone of modern agriculture, playing a pivotal role in ensuring food security and
supporting sustainable farming practices. Agrochemicals encompass a wide range of products designed to enhance crop yields,
protect plants from pests and diseases, and improve overall agricultural productivity.
168Exhibit 51: Classification of Global Agrochemicals Market
Herbicides
Insecticides
Crop Protection
Fungicides
Chemicals
Plant Growth
Regulators
Other Pesticides
Agrochemicals
Weed Control
Non-Crop Disease Control
Protection
Chemicals Control of Other
Pests
Plant Growth
Regulation
Source: Frost & Sullivan
7.2. Global Crop Protection Market
The crop protection market was valued at around USD 74 billion during CY2024E and is expected to reach $91 billion during
CY2029Fwith 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.
Exhibit 52: Global Crop Protection Market by Value (USD Bn), CY2018-CY2029F
100.0 CAGR: 4.2%
CAGR: 3.6%
80.0
60.0
91
40.0
74
60
20.0
0.0
CY2018 CY2024E CY2029F
Source: Frost & Sullivan
169Exhibit 53: Global Crop Protection Market Segmentation by Production Stage, CY2024
40% USD 74 Technical
Billion Formulation
60%
Source: Frost & Sullivan
Exhibit 54: Global Agrochemicals Market Segmentation by Production Stage, CY2024
40%
Formulation
10.8 MMT
Technical
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 55: Segmentation of Global Crop Protection Market by Applications, CY2024E
10%
Agricultural Fields
20% USD 74
Billion Orchards and Vineyards
Greenhouses
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.
170• 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.
7.3. Global Crop Protection Market by Geography
The global agrochemical market is experiencing significant growth due to increasing food demand, evolving farming practices,
and the adoption of advanced crop protection technologies. As farmers face challenges like climate change, pests, and soil
degradation, agrochemicals play a critical role in enhancing productivity and ensuring food security.
Exhibit 5
6: Global Crop Protection Market by Geography, CY2024E
18%
35% APAC
EMEA
3.7 MMT
LATAM
25%
North America
22%
Source: FAO, Frost & Sullivan
Asia Pacific (APAC) holds the largest share of the global agrochemical market at 35%, driven by countries like China, India,
and Indonesia, where large-scale agricultural operations rely heavily on agrochemicals to support food security and increase
crop productivity. Latin America (LATAM) follows with 25%, with Brazil and Argentina leading the demand due to their large
agricultural exports, especially soybeans, Maize, and sugarcane. Europe – Middle East – Asia, collectively termed as EMEA
accounts for 22% of the market, with European countries focusing on eco-friendly and sustainable agrochemical solutions due
to strict regulations.
7.4. Global Crop Protection Market by Product Type
The global agrochemical market is divided into several key product types, each serving distinct functions in crop protection
and yield optimization. The major segments are herbicides, insecticides, fungicides, plant growth regulators (PGRs), and other
products, such as biological pesticides.
171Exhibit 57: Global Agrochemicals Market by Product Type, CY2024
5%
Herbicides
10%
Insecticides
40%
20% 3.7 MMT Fungicides
Plant Growth Regulators (PGRs)
25% Others
Source: Frost & Sullivan
7.5. Global Crop Protection Market by Crop Type
The market segmentation of agrochemicals by crop type highlights distinct usage patterns across various agricultural sectors.
Exhibit 58: Global Crop Protection Market by Crop Type, CY2024
7% Fruits & Vegetables
10%
30% Paddy
Corn
15% 3.7 MMT
Cereals
Cotton
18% 20%
Other Crops
Source: Frost & Sullivan
7.6. Global 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.
• Suspension Concentrate and Water Dispersable Granules: Globally, Suspension Concentrates (SC) and Water-
Dispersible Granules (WDG) are gaining traction in the agrochemicals market due to their improved handling safety,
reduced environmental impact, and ease of application. SC formulations are valued for delivering consistent active
ingredient dispersion without dust hazards, while WDGs are preferred for their longer shelf life, precise dosing, and
reduced packaging waste. Both formats are increasingly adopted as regulators and end-users push for sustainable,
high-performance crop protection solutions, particularly in markets with stricter pesticide residue limits
• 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 Paddy, soybeans, and wheat, where consistent
protection under adverse weather conditions is critical. For instance, OD formulations in fungicides enhance their
172ability to stick to crop surfaces even during heavy rainfall, while EC formulations improve the absorption of
insecticides into pest cuticles.
7.7. Per Capita Consumption of Agrochemicals in Major Geographies
Per capita agrochemical consumption indicates the degree of reliance on chemical inputs for enhancing agricultural
productivity, shaped by factors like land availability, crop types, and policy frameworks.
Exhibit 59: Per Capita Consumption of Agrochemicals in Major Geographies (Per Kg/ Hectare), CY2024
17.0
13.0
12.0
9.8
7.0 7.0
5.0 5.0
0.5 0.4 0.2
Taiwan China Japan UAE USA Korea France UK India Nepal Bangladesh
Source: Frost & Sullivan
The data highlights notable regional disparities driven by agricultural goals and practices. Asian countries such as Taiwan,
China, and Japan focus on maximizing outputs from limited arable land through intensive chemical use, creating opportunities
for high-value agrochemical markets. In contrast, the US and Europe emphasize sustainable farming and regulatory
frameworks, which underscore the growing importance of innovation in bio-based or precision inputs as alternatives to
traditional chemicals. India is the top producer of Paddy, wheat, and cotton in terms of cropped area; however, the proportion
of land treated with agrochemicals is significantly lower compared to global averages, with only around 35-40% of the area
receiving agrochemical treatments. In this regard, India has a huge potential to grow for uptake of agrochemicals.
8. India Agrochemicals Industry
8.1. India Agrochemicals Industry Overview
The Indian agrochemicals market is one of the largest and fastest growing in the world, driven by the country's vast agricultural
sector and reliance on chemical inputs to enhance productivity. India is the fourth-largest producer of agrochemicals globally,
benefiting from a robust domestic market and significant export potential. The market is supported by factors such as the
increasing need to ensure food security for a growing population, the shrinking availability of arable land, and the government's
initiatives to promote agricultural productivity.
8.2. India Agrochemicals Market
The Indian agrochemicals market is a significant contributor to the global agrochemical industry, valued at approximately $8.2
billion in FY2024, with strong growth potential due to increasing domestic demand and a robust export market. The market is
expected to reach $11.3 bn during FY2030, growing with a CAGR of 5.6% during the forecast period. The key players in the
agrochemicals business include, amongst others, UPL India, Bayer Cropscience Limited, and Sumitomo Chemicals India
Limited
Exhibit 60: India Crop Protection Market by Value (USD Bn), FY2024-30F
CAGR: 5.6%
CAGR: 8.6%
11.3
8.2
5
FY2019 FY2024 FY2030F
Source: Frost & Sullivan
173Exhibit 61: India Crop Protection Market Prices (USD/Kg), FY2015-25F
10.5
9.5 9.5 9.7 9.9 10.0 9.7 10.0 10.2
8.6
8.0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
USD/Kg 9.5 8.0 8.6 10.5 9.5 9.7 9.9 10.0 9.7 10.0 10.2
Source: Frost & Sullivan
8.3. India Agrochemicals Market by Product Type
The domestic demand for agrochemicals is expected to increase, with a need to increase farm output to meet food requirements
of the growing population, decrease in arable land and loss of yield due to pest attacks.
The key raw materials used in manufacturing operations of agrochemicals business include, among others, emamectin benazote,
ammonium sulphate, ammonium phosphate, ammonium nitrate, and azoxystrobin
Pesticides have been placed under the essential commodities categories in the country, hence any usage thereof will create a
healthy off-take of all product classes
Shortage of farm labours will be leading to rise in the share of herbicide class to around 20% in the Indian crop protection
market by volume, which will be increasing with 4.8% CAGR (on volume basis).
With the increasing mechanization of farms in India, usage of crop protection chemicals will be increasing to certain extent
(e.g. farm mechanization to spray pesticides in the farms will reduce dependence on labour shortage issues). India has achieved
40% mechanization level compared to 95% by advanced economies (US and EU), as of 2020.
Exhibit 62: India Crop Protection Market by Product Type, FY2024(Actives)
14%
Insecticides
2%
36%
Herbicides
63 KT
Fungicides
30% PGR
Others
18%
Source: Frost & Sullivan
8.4. India Crop Protection Market by Production Stage
The Indian agrochemicals market is generally divided into two main segments, technical segment and formulations segment.
Technical segment, though smaller in share, has been growing steadily due to its dual role of serving domestic formulators and
driving exports. The formulations segment holds the bigger share due to its direct end-user application and strong domestic
consumption by farmers.
174Exhibit 63: India Agrochemicals Market by Production Stage, FY2024
30%
Formulation
270 KT
Technical
70%
Source: Frost & Sullivan
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.
On the other hand, Indian 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. There
is a growing adoption of crop-specific formulations tailored to major Indian crops like Paddy, wheat, sugarcane, and cotton.
Customized solutions are also being developed to address region-specific pest and soil challenges.
8.5. Emergence of India as an Agrochemical Hub
India’s agrochemical industry is one of the fastest-growing globally, with the total market (domestic + exports) estimated at
USD 8.2 billion in FY24. The market is expected to grow at a CAGR of 9–10% till 2030, supported by the need for higher
agricultural productivity, increasing pest incidence due to climate change, and greater adoption of hybrid and high-yielding
seeds. Herbicides are gaining share due to labor shortages and rising mechanization, while the insecticides segment remains
dominant. With such strong growth, India is rapidly emerging as a global agrochemical hub, driven by strong export growth,
rising demand for cost-efficient manufacturing, and global supply chain diversification away from China. With a robust base
of over 250 technical-grade producers and a mature ecosystem of formulation and CDMO players, India now exports over 50%
of its agrochemical production—reaching ~ $5 billion in FY24. The country’s competitive advantages lie in low production
costs, skilled manpower, and strong reverse-engineering capabilities, enabling it to dominate in off-patent agrochemical
manufacturing. Major trading partners include the USA, Brazil, Argentina, and Vietnam, which source a wide range of
herbicides, insecticides, and intermediates from India. Backed by government incentives and growing private investment, India
is well-positioned to become a key player in the global agrochemical supply chain by 2030.
8.6. India Pesticides Import Export Market
India is increasingly becoming a cost-effective manufacturing hub for fine chemicals, including agrochemicals and active
pharmaceutical ingredients (APIs). This trend is driving a significant rise in export-driven demand for crop protection
chemicals, particularly to more developed markets. As a result, the growth in supply is surpassing the rate of domestic demand
expansion.
India is a large pesticide exporter with the top 10 markets being Brazil, USA, Japan, Belgium, Vietnam, Argentina, France,
China, Bangladesh, and Indonesia.
APAC is the largest region for India’s agrochemical shipments. The region’s dynamic growth is supported by India’s proximity,
cultural and trade ties, and the increasing adoption of agrochemical technologies in emerging economies such as Vietnam,
Thailand, and Indonesia.
LATAM market reflects India’s strong positioning in regions reliant on agriculture as a key economic driver. This dominance
is fuelled by demand for cost-effective solutions and the ability to address the large-scale farming requirements of countries
like Brazil, Colombia and Argentina.
175The MEA region underscores the critical role Indian formulations play in addressing the unique agricultural challenges of arid
and semi-arid climates. With limited water resources and nutrient-poor soils, countries in the region rely on advanced
agrochemical solutions to improve crop yields and ensure food security. The region imports ~$1.3 Billion of pesticides from
across the world with chief among them to be Insecticides (44%) followed by Fungicides(20%) and Herbicides(19%). India's
competitive edge lies in offering cost-effective, high-performance products tailored to meet these specific needs.
8.7. India Agrochemicals Market Regulatory Framework
In India, Pesticide regulations are governed by the following Acts/rules:
Pesticides Bill, 2020 (Introduced in Food Safety and Standards Environment Water (Prevention & Control of Factories
the parliament, formalization and Act, 2006 replaces (Protection) Act, 1986 Pollution) Act, 1974 Act, 1948
Prevention of Food
implementation under progress)
Adulteration Act, 1955
Bureau of Indian Standards Hazardous Waste Air (Prevention of Pollution) Insecticides Act, 1968,
Act, 1986 (Management & Handling) Act, 1981 and Insecticides Rules,
Rules, 1989 1971
8.8. India Agrochemicals Market Competitive Landscape
The competitive landscape of the Indian agrochemicals market is dynamic, characterized by the presence of numerous players
ranging from global multinational corporations (MNCs) to domestic firms. The industry is driven by innovation, cost
competitiveness, and a strong export market.
Exhibit 64: India Agrochemicals Market Competitive Landscape, FY2024
UPL India
Bayer Corpscience
10%
6% 26% Sumitomo Chemicals
7% Syngenta
Rallis India
7%
63 KT
BASF India
7% 17%
Dhanuka Agritech
10%
10% Coromandel International
Others
Source: Frost & Sullivan
Key Market Enablers
• Low Current Usage of Agrochem/Ha of Land: India’s average agrochemical consumption is just ~0.5 kg per
hectare, significantly lower than global averages. To feed its growing population and support export ambitions, India
must maximize yield per hectare—requiring more efficient and widespread crop protection. Transition to Integrated
Pest Management (IPM) and climate-resilient farming practices is accelerating agrochemical usage, especially in
horticulture and cash crops while schemes such as Krishi Vigyan Kendras (KVKs), and FPO-led extension services
are spreading awareness and adoption in underserved regions. High potential states of Uttar Pradesh, Tamil Nadu,
Bihar, West Bengal, Odisha, Jharkhand, and Assam present an opportunity for growth in crop care products.
• Increasing shortage of farm labours: Consumption of herbicides is lower in India as compared to global benchmarks.
Increasing shortage of land labour force will enforce increasing herbicide usage across the country.
176• Shrinking agricultural land: An increasing population base has resulted in agricultural land being used for
urban/rural housing. This is resulting in shrinkage of arable land, forcing increased land output from the limited agri-
space. This will drive growth for pesticides production and increased productivity per acre.
• Government initiatives: Government initiatives such as doubling farmers income will be promoting the extensive
usage of pesticides. Increasing promotion & development of horticulture as well as floriculture segments to boost
pesticides consumption
• Green chemistry/ Bio-pesticides: Demand for bio-pesticides driven by awareness in the end use consumers is
promoting the ‘green chemistry’ trend in Indian agrochemicals space.
• Custom synthesis & manufacturing: Many multinational firms are turning to India for contract manufacturing of
high value active ingredients; focusing on formulations activities alone. India has advantage of low labour cost which
is setting a trend in CSM segment.
• Research spending to develop patented new molecules: Increased government regulations on petroleum derived
pesticides along with phase out of certain harmful pesticides is triggering the research spending in agrochemicals
space; to develop new patented molecules.
• Industrial Bodies: The Pesticides Manufacturers & Formulators Association of India (PMFAI) supports the Indian
agrochemical sector by promoting safe pesticide use, advocating policy reforms, and enhancing global competitiveness
through industry collaboration and capacity building
Threats and Challenges
• Prolonged and costly registration of new molecules: Indian agrochemicals industry faces a critical challenge of
prolonged and costly registration process for new molecules, which increases R&D expenses and delays the
introduction of innovative solutions. Additionally, the heavy reliance on imports for technical-grade raw materials,
particularly from China, exacerbates vulnerabilities to macroeconomic fluctuations and supply chain disruptions.
These challenges strain profit margins and highlight the need for domestic production capabilities under initiatives
like “Make in India”.
• Environmental Concerns: There is growing awareness about the adverse environmental impacts of chemical
pesticides, such as soil degradation, water contamination, and harm to non-target species, including beneficial insects
and wildlife. This has led to increased pressure on agrochemical companies to develop more sustainable and eco-
friendly products. The government and various NGOs are promoting integrated pest management (IPM) practices that
reduce reliance on chemical pesticides, further challenging traditional agrochemical markets.
• Counterfeit Products: The presence of counterfeit and substandard agrochemical products is a significant issue in
India. These products not only fail to protect crops effectively but can also cause damage to crop and soil health.
Farmers tend to buy these cheaper alternatives due to lack of awareness or financial constraints, leading to reduced
crop yields and economic losses. The government and industry bodies are working to combat this issue through stricter
enforcement and farmer education programs.
• Dumping of Chinese Chemicals: Despite anti-dumping duties imposed by government of India during 2024, the
influx of cheaper Chinese agrochemicals remains a challenge. These imported products often undercut local prices,
making it difficult for domestic companies to compete. While some Chinese products meet quality standards, others
may not, posing additional risks to crop health and safety.
• Lack of knowledge of application of agrochemicals: Many Indian farmers still lack adequate knowledge on correct
dosage, timing, mixing, and application techniques. This often leads to overuse or underuse, causing crop damage,
resistance build-up, environmental harm, and health hazards
8.9. Advantages of India Over China in the Agrochemicals Market
• Cost & Availability of Skilled Labor: India has a large and relatively cost-effective labor pool, especially in technical
fields, which makes it an attractive destination for agrochemical manufacturing. The cost of skilled labor is generally
lower than in China, offering a competitive advantage in production costs.
• Ease of Doing Business: India has significantly improved its ease of doing business in recent years, driven by efforts
to streamline processes such as obtaining permits, increasing transparency, and simplifying tax compliance. The
government’s push for business reforms under initiatives like the Goods and Services Tax (GST) has also contributed
to better market efficiency compared to China.
177• Infrastructure Costs: India offers competitive infrastructure costs, especially when compared to China’s large and
sometimes costly logistics and transportation network. The cost of establishing manufacturing facilities, particularly
in tier-2 and tier-3 cities, is relatively lower in India, making it a favorable location for agrochemical companies.
• Intellectual Property Protection: India has been making significant strides in improving its intellectual property (IP)
protection regime, providing stronger legal safeguards for agrochemical patents and formulations. Although challenges
remain, India offers a more reliable and transparent IP environment compared to China, where IP violations have been
a longstanding issue.
• Make in India Initiative: The Indian government’s Make in India initiative aims to transform India into a global
manufacturing hub by encouraging domestic production, including in the agrochemical sector.
9. Indian Insecticide Market Overview
India’s insecticide market remains one of the largest in the world, projected to grow at a 4.4% CAGR, reaching ~29.4 KT by
FY30 from current ~22.7kT in FY24. Unlike the stagnation seen in some developed markets, India’s demand for insecticides
continues to expand, particularly in cereals, pulses, and cash crops like cotton and sugarcane. However, the industry is at a
crossroads, with regulatory crackdowns, pest resistance, and global export pressures reshaping the competitive landscape.
Indian insecticide manufacturers are increasingly under pressure to phase out highly hazardous pesticides (HHPs) due to both
domestic regulatory interventions and international trade restrictions. The ban on Chlorpyrifos, Carbofuran, and Triazophos has
already forced many Indian agrochemical firms to reformulate their product portfolios, while export markets such as the EU
have imposed near-zero residue limits on neonicotinoids and triazoles.
Exhibit 65: Indian Insecticide Market Overview (USD Bn)
CAGR: 4.8%
4.1
3.1
FY24 FY30 ( E )
Source: Frost & Sullivan analysis
Exhibit 65 b: Indian Insecticide Market Overview (KT)
CAGR: 4.4%
29.4
22.7
FY24 FY30 ( E )
Source: Directorate of Crop Protection, Quarantine & Storage, Frost & Sullivan analysis
9.1. Indian Insecticide Market By Region
The insecticide market across India is far from uniform, with each state following distinct trajectories influenced by its dominant
crops, pest pressures, climatic conditions, regulatory landscape, and farmers' evolving preferences. Certain states continue to
rely heavily on traditional chemical formulations, while others are experiencing a gradual shift toward bio-based alternatives.
In some regions, abrupt surges in demand hint at pest outbreaks or weather-driven fluctuations, while declines may indicate
emerging resistance issues, changes in government policies, or shifts in export requirements. A closer look at the trends reveals
critical insights into how India's vast agricultural ecosystem is grappling with pest management challenges.
178Exhibit 66: Indian Insecticide Market by region (KT)
Source: Directorate of Crop Protection, Quarantine & Storage, Frost & Sullivan Analysis
9.1.1. Uttar Pradesh - Battle Against Paddy Pests and Sugarcane Borers
Uttar Pradesh has firmly positioned itself as the largest consumer of insecticides, with usage rising to 3.6 KT in FY24. This
sharp rise can be attributed to severe outbreaks of brown planthopper (BPH) in paddy and escalating white grub infestations in
the state's sugarcane belt. The eastern districts of Gorakhpur and Varanasi witnessed alarming BPH damage in kharif paddy,
forcing farmers to intensify applications of neonicotinoids and newer generation insecticides like Flonicamid. In western UP,
sugarcane farmers around Meerut and Muzaffarnagar turned to heavy applications of chlorantraniliprole to contain widespread
shoot borer infestations.
9.1.2. Maharashtra- The Volatility of Cotton and Pulses
Maharashtra’s insecticide consumption tells a volatile story. In FY21, the state recorded 4.2 KT, only to witness a dramatic
drop to 3.6 KT in FY24 and is expected to rebound to a projected 5 KT by FY30. The steep decline in FY23 was largely due to
pink bollworm resistance in Bt cotton, which led many farmers in Vidarbha and Marathwada to shift toward alternate pest
management techniques such as intercropping and biopesticides. However, the anticipated resurgence in demand suggests that
farmers are once again relying on synthetic pyrethroids, particularly deltamethrin and lambda-cyhalothrin, to manage increasing
incidences of whiteflies in cotton. With pulses and cotton remaining highly vulnerable, Maharashtra’s insecticide market will
remain one of the largest in the country.
9.1.3. Punjab & Haryana- Export Pressures and Resistance Issues Shaping the Future
In Punjab, insecticide consumption has increased to 1.7 KT in FY24, driven largely by pest outbreaks in basmati rice. Farmers
in the Tarn Taran and Amritsar districts faced an aggressive surge in paddy stemborers, prompting extensive applications of
diamides like chlorantraniliprole. By FY30, consumption will increase to 2.2 KT, suggesting that while chemicals will continue
to dominate, biological alternatives will also see increased penetration.
Haryana’s insecticide trajectory follows a similar pattern, with demand rising to 1.5 KT in FY24. Armyworms and aphids
continue to pose a serious threat to wheat cultivation, leading to sustained use of neonicotinoids despite growing resistance
concerns. Cotton farmers in Hisar and Fatehabad, grappling with pink bollworm issues, are shifting toward Flubendiamide-
based formulations to counter emerging resistance. However, some success stories have emerged in the adoption of
Trichogramma parasitoid releases in cotton fields, reducing the intensity of synthetic insecticide applications
9.1.4. Telangana & Andhra Pradesh
Telangana has seen insecticide consumption grow to 1.7 KT in FY24, reflecting widespread fall armyworm infestations in
Maize and brown planthopper surges in paddy fields. The Karimnagar and Warangal regions have been particularly affected,
with Maize growers struggling to contain armyworm resistance to conventional insecticides. Despite state-led initiatives to
179promote microbial solutions like Bacillus thuringiensis (Bt), many farmers continue to rely on Pyrethroids and Spinosad
combinations, albeit with declining efficacy.
Andhra Pradesh remains a relatively lower consumer of insecticides, with figures at 0.6 KT in FY24. Unlike Telangana, Andhra
farmers have been quicker to adopt pheromone-based pest control, particularly in banana and chili farming. Guntur’s chili belt,
notorious for thrips and mite infestations, has seen a sharp increase in neem-based formulations, reducing synthetic insecticide
reliance. However, coastal Andhra remains a hotspot for stemborer attacks in paddy, sustaining moderate demand for diamide-
based sprays.
9.1.5. West Bengal & Tamil Nadu: Horticulture’s Growing Role in Insecticide Demand
West Bengal has seen insecticide consumption rise to 1.6 KT in FY24, largely due to persistent BPH problems in paddy fields
of Murshidabad and Burdwan. Despite state-backed IPM programs, reliance on synthetic insecticides like acephate and
thiamethoxam remains high. Tamil Nadu’s insecticide market has risen to 1 KT in FY24, reflecting the increasing pest pressures
in vegetable cultivation. Whitefly outbreaks in brinjal and tomato farms in Coimbatore and Erode have driven increased use of
systemic insecticides, while cutworm infestations in the Nilgiris' tea plantations have led to sustained applications of new
generation diamides. The state has made strides in promoting botanical insecticides, yet conventional chemicals continue to
play a major role in commercial-scale vegetable farming.
9.1.6. Karnataka, Kerala, and Gujarat: Pockets of Change Amidst Persistent Pest Pressure
Karnataka’s insecticide demand has remained relatively stable, projected to rise from 0.9 KT in FY24 to 1.2 KT in FY30, as
pests like thrips and whiteflies continue to threaten vegetable and coffee crops. The Kodagu region, home to India’s largest
coffee plantations, is seeing increased adoption of Beauveria bassiana-based sprays, yet broad-spectrum chemicals remain
widely used.
Kerala’s tea and spice plantations have become a major testing ground for biopesticides, leading to relatively lower insecticide
demand. Nonetheless, black thrips infestations in cardamom fields have led to targeted insecticide applications, preventing a
complete transition to organic pest control. Gujarat, an important hub for cotton and groundnut cultivation, has been projected
to see a steady rise in insecticide consumption, increasing from 0.6 KT in FY21 to 0.8 KT in FY24 to 1.1 KT by FY30. Whitefly
attacks in Surat’s cotton farms and leaf miner problems in groundnut plantations are key drivers of this growth. Across India,
the battle against insect pests is shifting toward a more complex landscape, where conventional insecticides continue to
dominate, yet biological alternatives and precision technologies are slowly making inroads. The coming years will see an
intensified push towards balancing pest management effectiveness with environmental sustainability.
9.2. Insecticides by Crop Type
The insecticide consumption data across different crop categories highlights the complex interplay of pest pressures, climate
shifts, evolving agronomic practices, and farmer decision-making. The trends reveal that while certain crops continue to be
heavy consumers of chemical insecticides, others are seeing a more measured shift towards biological pest control or integrated
management solutions.
Exhibit 67: Indian Insecticide Market by crop (KT)
Source: Directorate of Crop Protection, Quarantine & Storage, Frost & Sullivan Analysis
1809.2.1. Cereals: Fight Against Stemborers and Brown Planthoppers
Cereals, particularly paddy and wheat, account for the largest share of insecticide consumption. The key driver behind this
increase has been the resurgence of brown planthopper (BPH) in paddy-growing states like West Bengal, Odisha, and Uttar
Pradesh. The 2022 kharif season saw a 40% increase in BPH damage in eastern India, forcing farmers to escalate the use of
neonicotinoids like imidacloprid and pymetrozine. In Punjab, basmati rice exports came under scrutiny due to excessive
insecticide residues, pushing a segment of farmers towards pheromone-based BPH control. However, the bulk of production
still relies on synthetic insecticides, especially in states like Chhattisgarh and Bihar, where cost considerations prevent
widespread adoption of alternative solutions.
Exhibit 68: Historic Growth of Production of Paddy, Wheat and Maize (Million tons) (FY 2019-20 to FY 2023-24)
CAGR: Paddy 4.6%, Wheat 1.7%, Maize – 8%
149.00
135.76 137.83
1 1 8 . 8 7 107.86 124.37 109.59 129.47 107.74 110.55 113.29 117.50
28.77 31.65 33.73 38.09 37.67 42.20
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY2024-25 E
Paddy Wheat Maize
Source: Department of Agriculture and Farmers Welfare, Final Estimate
In wheat, rust and aphid infestations in Haryana and Punjab have driven increased insecticide use, with a shift towards
acetamiprid-based formulations to counter emerging resistance to older organophosphates. The aggressive promotion of seed
treatment formulations containing thiamethoxam has also played a role in moderating the need for foliar sprays, though post-
emergence insecticide use remains high in states like Rajasthan and Madhya Pradesh.
9.2.2. Pulses: Managing Pod Borers and Armyworms in a Low-Margin Crop
Pulses have traditionally been considered low-input crops, yet rising insect pressure has led to a steady increase in insecticide
consumption. The primary challenge in pulses remains pod borer infestations, particularly Helicoverpa armigera in chickpea
and pigeon pea.
Exhibit 69: Historic Trend of Production of Pulses & Oilseeds, Million Tons (FY 2019-20 to 2024-25)
CAGR : Pulses – 1.30%, Oilseeds- 4.54%
41.36 42.6
39.67
37.96
35.95
33.22
23.03 25.46 27.30 26.06 24.25 25.2
FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY2024-25 E
Oilseeds Pulses
Source: Department of Agriculture and Farmers Welfare, Final Estimate
Madhya Pradesh and Rajasthan, two of India’s largest pulse-producing states, have witnessed significant Helicoverpa damage
in tur dal (pigeon pea) fields, leading to increased use of Chlorantraniliprole and Emamectin benzoate sprays. However, in
Andhra Pradesh, particularly in Anantapur and Kurnool, the government has aggressively promoted NPV
(Nucleopolyhedrovirus) sprays, which have shown promising results in reducing synthetic insecticide use.
With pulses playing a critical role in India’s self-sufficiency goals, efforts to develop biological and semi-chemical-based pest
control solutions are increasing. However, cost-sensitive smallholder farmers still prefer broad-spectrum insecticides as an
immediate solution to pod borer damage.
1819.2.3. Oilseeds: Whiteflies, Stem Borers, and a Slow Shift Towards Biocontrol
Oilseed crops, including mustard, soybean, and groundnut, saw a decline in insecticide usage from FY21 to FY23, but the trend
is expected to reverse, with usage rising to 2.8 KT by FY30. The initial drop was driven by the adoption of resistant soybean
varieties in Madhya Pradesh, which temporarily reduced the need for insecticide applications. However, whitefly infestations
in Gujarat and Rajasthan’s mustard fields have pushed insecticide use, particularly acetamiprid and Flonicamid formulations.
In Maharashtra and Karnataka, groundnut farmers have seen increasing problems with leaf miner infestations, leading to higher
demand for indoxacarb and spinetoram-based products. However, some farmers have successfully integrated Beauveria
bassiana sprays, particularly in organic-certified groundnut farms in Tamil Nadu’s Villupuram district.
9.2.4. Vegetables:
Vegetable farming remains one of the most insecticide-intensive segments. Unlike cereals, where broad-spectrum insecticides
dominate, vegetables are heavily targeted by specific pests like thrips, aphids, whiteflies, and fruit borers, requiring a diverse
array of chemical and biological solutions.
Maharashtra’s tomato and brinjal farmers have been particularly affected by whitefly outbreaks, leading to an uptick in
Pyriproxyfen-based sprays. Meanwhile, in Tamil Nadu, polyhouse vegetable growers have faced repeated thrips infestations,
driving demand for new-generation Spinosad formulations, despite the state’s strong push for neem and Beauveria bassiana-
based sprays.
Export-driven vegetable segments, particularly capsicum and okra cultivation in Karnataka and Himachal Pradesh, are under
growing pressure to comply with European residue limits, forcing farmers to integrate pheromone traps and Trichoderma-based
bio-insecticides into their pest control programs. However, domestic vegetable growers in states like Gujarat and Bihar continue
to rely on conventional pyrethroids due to their lower cost and quick knockdown effects.
9.2.5. Cash Crops and Plantation Crops
Cash crops, including cotton, sugarcane, and tobacco, remain among the heaviest consumers of insecticides. The persistent
bollworm resistance in Bt cotton continues to drive chemical insecticide demand in Maharashtra, Gujarat, and Telangana, with
farmers cycling through chlorantraniliprole and indoxacarb-based solutions.
Sugarcane farmers in Uttar Pradesh and Karnataka, meanwhile, have seen increasing pressure from white grubs and top shoot
borers, leading to rising applications of fipronil and chlorantraniliprole sprays. Plantation crops, particularly tea and coffee,
have been slow in transitioning to biological pest control, despite government push. In Assam’s tea estates, Synthetic
Pyrethroids continue to be used extensively, although premium Darjeeling tea plantations are shifting toward biological
insecticides to meet European residue limits.
9.3. Insecticides Growth Drivers
9.3.1. Increasing Pest Pressure Due to Climate Change
Erratic weather patterns—unseasonal rainfall, rising humidity, and prolonged dry spells—have intensified pest infestations
across India. Brown planthopper (BPH) in paddy, pink bollworm in cotton, and fall armyworm in Maize have all surged in
recent years. The frequency and severity of these outbreaks are driving higher insecticide application rates, particularly in states
like Punjab, Maharashtra, and Telangana where mono-cropping is prevalent. In 2023, unexpected rainfall in West Bengal and
Odisha led to an outbreak of BPH in paddy fields, forcing farmers to increase insecticide applications significantly. Similar
weather-induced pest spikes have been reported in Gujarat’s groundnut fields, where white grubs and leafhoppers have become
persistent threats.
9.3.2. Government Support for Crop Protection & Productivity Improvement
The Indian government has introduced various schemes that encourage integrated pest management (IPM) and the use of safer
insecticides. While older toxic formulations are being phased out, new-generation insecticides are being fast-tracked for
approval, ensuring that farmers still have effective pest control options.
• The Sub-Mission on Plant Protection and Plant Quarantine (SMPP) under the Ministry of Agriculture promotes the
judicious use of chemical pesticides while encouraging biological alternatives.
• The Pradhan Mantri Krishi Sinchayee Yojana (PMKSY) is increasing irrigation coverage, leading to higher cropping
intensity, which indirectly drives greater insecticide demand.
182• State-level subsidies on newer, targeted insecticides (like Flonicamid for sucking pests and Spinetoram for
lepidopteran control) are influencing farmer purchasing decisions.
9.3.3. The Rise of Precision Agriculture and Drone Spraying
Precision farming techniques—such as AI-driven pest detection, drone-based pesticide application, and data-driven crop
monitoring—are reducing pesticide wastage and optimizing insecticide use. Drone spraying is particularly beneficial for crops
like cotton, paddy, and sugarcane, which require large-scale pest control solutions. Andhra Pradesh and Telangana have
launched drone spraying initiatives for paddy fields, ensuring better coverage and 50% lower pesticide wastage. Punjab’s cotton
farmers are adopting GPS-based pest scouting, reducing overuse of insecticides and improving pest management strategies.
9.4. Threats and Challenges
9.4.1. Regulatory Crackdowns on Highly Hazardous Pesticides (HHPs)
The Indian government has proposed banning several high-toxicity insecticides, including Monocrotophos, Chlorpyrifos, and
Carbofuran, due to concerns over health and environmental risks. While these formulations have been cost-effective, their
phase-out is creating a gap in pest control options, particularly for smallholder farmers.
9.4.2. Growing Pest Resistance to Chemical Insecticides
Repeated and excessive use of certain synthetic insecticides has led to widespread pest resistance, reducing their effectiveness.
This is particularly evident in Brown planthopper (BPH) in paddy, which has developed resistance to neonicotinoids
(Imidacloprid, Thiamethoxam) in states like West Bengal and Andhra Pradesh. Pink bollworm in cotton, which has shown
resistance to pyrethroids (Cypermethrin, Deltamethrin), forcing farmers in Maharashtra and Telangana to increase spray
frequencies. This resistance is pushing farmers toward combination insecticides (e.g., Flonicamid + Pymetrozine) and microbial
biopesticides, but these alternatives are often more expensive.
9.4.3. The Slow Adoption of Bio-Insecticides
While bio-insecticides are gaining traction, adoption remains slow in major row crops like paddy, wheat, and pulses due to
longer time to action compared to synthetic insecticides, limited awareness among smallholder farmers, particularly in non-
export segments and higher cost of microbial-based solutions, making them less attractive for farmers cultivating staple crops.
10. Indian Fungicide Market Overview
India’s Fungicide segment is in sustained growth phase, with value demand expected to expand from USD 1.9 billion in
FY24 to USD 2.4 billion by FY30, marking a CAGR of 3.8%. This growth outpaces the herbicide category and is second
only to insecticides, reflecting increased fungal pressure due to climatic volatility, rising demand from high-value crops, and a
greater focus on preventive plant health regimes among commercial growers.
Exhibit 70: India Fungicide Market Size (USD Billion)
CAGR: 3.8%
2.4
1.9
FY24 FY30
Source: Frost & Sullivan Analysis
Note: Based on consumption approach
183Exhibit 71: India Fungicide Market Size (KT)
CAGR: 3.5%
23.2
18.9
FY24 FY30
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.
10.1. Indian Fungicide Market by Region
Fungicide consumption across Indian states shows a mix of stable, declining, and recovering trends, heavily influenced by crop-
specific disease pressures, climate conditions, and export market requirements. Unlike insecticides, which are often required
across a wide variety of crops, fungicides see a more concentrated demand in high-value horticulture, paddy, and wheat-growing
regions.
Exhibit 72: Indian Fungicide Market by region (KT)
Source: Directorate of Crop Protection, Quarantine & Storage, Frost & Sullivan Analysis
• Uttar Pradesh remains one of the highest consumers of fungicides, largely due to wheat rust outbreaks in the Indo-
Gangetic plains and blast infections in Paddy fields. Demand is projected to grow to 3.7 KT by FY30, as unpredictable
weather patterns continue to fuel new disease strains, pushing farmers back toward broad-spectrum fungicides such as
triazoles and strobilurins.
• Maharashtra a leader in grape, pomegranate, and tomato cultivation, has seen major fluctuations in fungicide demand.
In FY21, the state consumed 3.6KT, but this dropped sharply to 3.2 KT by FY23 due to pesticide residue rejections in
export markets, particularly the EU, and a temporary shift toward bio-fungicides. However, demand recovered to 3.3
184KT in FY24 and is expected to reach 3.9 KT by FY30. This resurgence is driven by a more integrated approach, where
grape farmers in Nashik and Sangli are now combining chemical fungicides with Trichoderma-based bio-fungicides
to comply with **MRLs (Maximum Residue Limits) while maintaining efficacy against powdery mildew.
• Tamil Nadu and Karnataka is dominated by horticultural crops like cucumbers, bananas, and coffee. Tamil Nadu
has seen a shift toward neem-oil-based bio-fungicides.
• Kerala and Himachal Pradesh both high-value specialty crop regions, show differing fungicide trends. Kerala saw
fungicide use dip from 0.5 KT in FY21 to 0.45 KT in FY23, as black pepper and cardamom farmers moved towards
integrated disease management strategies. However, demand is expected to stabilize at 0.7 KT by FY30, as climate
variability is increasing blight and anthracnose issues in banana plantations.
10.2. Indian Fungicide Market by Crops
• Cereals—Primarily Paddy and wheat—continue to be the largest consumers of fungicides at 8 KT of consumption in
FY24. Demand is expected to rise to 9.8 KT by FY30, as climate-driven disease risks, particularly wheat rust and
paddy blast, push farmers to reintegrate fungicides into their crop protection programs.
• Vegetables saw a significant drop in fungicide use from 2.3 KT in FY21 to 2 KT in FY23, largely due to export
restrictions on chemical residues in capsicum, tomatoes, and gourds. EU and Gulf market rejections of high-residue
vegetable shipments have driven a strong shift toward bio fungicides, particularly Trichoderma-based solutions in
Karnataka, Tamil Nadu, and Maharashtra’s horticulture belts. By FY30, demand is expected to rise to 2.5 KT, as
more farmers adopt a dual strategy of chemical + bio-fungicides
Exhibit 73: Indian Fungicide Market by crop type (KT)
Source: Directorate of Crop Protection, Quarantine & Storage, Frost & Sullivan Analysis
Cereals include Rice, Wheat, Maize and Nutricoarse Cereals
10.3. Indian Fungicide Market By Formulation
• Sulphur has cemented itself as the dominant fungicide in India, growing from 39.47% market share in 2020 to 52.98%
in 2024, reflecting a strong 7.64% CAGR. This surge is primarily driven by its multi-site mode of action, making it an
ideal solution for resistance management. Farmers growing grapes in Maharashtra and Karnataka have increasingly
turned to sulphur-based fungicides to control powdery mildew, particularly in export-oriented vineyards. Unlike
single-site fungicides that pathogens can easily develop resistance to, sulphur provides long-term efficacy, making it
a preferred choice for Integrated Pest Management (IPM) strategies.
• Mancozeb has faced a sharp decline from 29.10% in 2020 to 11.28% in 2024, a staggering -21.10% CAGR. This
downturn has been largely driven by global regulatory pressures. The European Union’s ban on Mancozeb in 2021,
citing carcinogenic risks associated with its metabolite ethylene thiourea (ETU), sent ripples through Indian
agriculture, particularly among export-reliant segments like tea and basmati rice.
• Carbendazim has grown from 7.76% in 2020 to 9.28% in 2024, marking a 4.59% CAGR, despite being under
increasing scrutiny worldwide due to concerns about reproductive toxicity. The key to this resurgence lies in its
affordability and effectiveness in systemic disease control, particularly in staple crops. Wheat and Paddy growers in
Uttar Pradesh and Bihar, for example, still heavily depend on Carbendazim for sheath blight and root rot control.
18510.4. Growth Drivers and Constraints for Indian Fungicide Market
Key Growth Drivers:
• Climate-Sensitive Pathogen Emergence: Increased humidity spikes, unseasonal rains, and longer dew periods are
creating ideal conditions for foliar fungal diseases such as early blight (potato/tomato), sheath blight (Paddy), and
downy mildew (grapes). The incidence of mixed infections (e.g., Fusarium + Alternaria) has also grown, pushing
demand for broad-spectrum or combination fungicides.
• Export Driven Agriculture and Minimum Residual Level (MRL) Awareness: India’s increasing agri-export
orientation has triggered a structural rise in preventive fungicide usage, especially systemic products with low
persistence and low phytotoxicity. This shift is evident in districts growing grapes (Maharashtra), chillies (Andhra),
and Basmati rice (Haryana and Punjab).
• Govt. Incentives and Increased Adoption amongst Farmer Groups: Organized value chains—such as contract
farming for tomato paste, gherkins, or floriculture—prioritize curative plus residual action, fueling adoption of azole
and strobilurin classes. Government horticulture missions are also subsidizing modern fungicides, especially in
protected cultivation settings.
Threats and Challenges
• Low Awareness among farmers: Many small and marginal farmers lack awareness of fungal disease symptoms and
the proper use of fungicides. This often leads to underuse, overuse, or incorrect application, which reduces efficacy
and contributes to resistance build-up in fungal strains
• High Cost of New Product Development: Discovering, testing, and registering new fungicides involves high R&D
costs, long regulatory timelines, and complex data requirements.
• Climate Variability and Unpredictable Disease Pressure: Changes in rainfall patterns, humidity, and temperature
due to climate change make it difficult to predict fungal disease outbreaks. This results in inconsistent seasonal demand
for fungicides, creating challenges for inventory and supply chain planning
• Regulatory and Compliance Burdens: Indian regulatory processes for new fungicide approvals and renewals can be
slow and cumbersome.
• Lack of training on application: The distribution of fungicides is heavily reliant on a fragmented network of agri-
input retailers, many of whom lack technical training. Farmers often rely on informal advice from dealers rather than
agronomists, leading to poor product choices and inconsistent outcomes
11. India Herbicide Market Overview
11.1. Indian Herbicide Market Overview
Exhibit 74: Indian Herbicides Market (USD Bn)
CAGR: 7.5%
4.3
3.5
2.8
FY 24 FY 27 F FY30 F
Source: Frost & Sullivan analysis
India's herbicide market has seen significant expansion, growing at a 7.5% CAGR, rising from USD 2.8 Billion in FY24 to a
projected USD 4.3 Bn by FY30. This growth is being driven by several factors, including declining rural labor availability,
186changes in weed resistance patterns, and shifts in cropping systems favoring herbicide-dependent crops. Unlike Western
markets, where herbicides have long dominated weed control strategies, India has historically relied on manual weeding.
However, the rising cost and scarcity of agricultural labor—particularly in Punjab, Haryana, and Maharashtra—have
accelerated herbicide adoption. This trend is particularly pronounced in direct-seeded Paddy (DSR) systems, where manual
weeding is difficult, making herbicide application an essential part of crop management.
Unlike Western markets, where herbicides have long dominated weed control strategies, India has historically relied on manual
weeding. However, the rising cost and scarcity of agricultural labor—particularly in Punjab, Haryana, and Maharashtra—have
accelerated herbicide adoption. This trend is particularly pronounced in direct-seeded paddy (DSR) systems, where manual
weeding is difficult, making herbicide application an essential part of crop management. Glyphosate remains widely used across
sugarcane, Maize, and plantation crops, despite regulatory discussions on potential restrictions. The government has taken a
cautious stance on glyphosate, restricting its sale to licensed users rather than implementing an outright ban. However, the
debate around its long-term usage remains, especially as certain farmer groups push for alternatives.
The post-emergence herbicide market is expanding rapidly, with fenoxaprop-p-ethyl, bispyribac-sodium, and metsulfuron-
methyl seeing increased adoption in paddy, wheat, and soybean fields. Farmers are shifting away from traditional manual
weeding and intercropping methods, instead relying on selective herbicides that provide season-long weed control.
11.2. Indian Herbicide Market by Region
The herbicide market in India presents a starkly different trajectory compared to insecticides and fungicides. The demand
growth is influenced by cropping patterns, mechanization trends, and labor availability. Unlike insecticides, which are driven
by immediate pest infestations, herbicides are increasingly being adopted as a cost-effective solution to address labor shortages
and improve weed management efficiency.
Exhibit 75: Indian Herbicide Market by Region Landscape (KT)
Source: Frost & Sullivan analysis
• Maharashtra is on track to register the largest herbicide usage, reaching 2.8 KT by FY30. This is closely tied to the
intensification of soybean, cotton, and horticulture crops, where weed pressure has necessitated greater dependence
on selective herbicides.
• Punjab and Haryana are traditionally dependent on manual weed removal, are increasingly leaning towards chemical
solutions due to rising labor costs. The herbicide market in Punjab is expected to grow to 1.2 KT in FY30, fuelled by
widespread adoption of DSR in paddy cultivation.
• Telangana and West Bengal follow a comparable trajectory, with herbicide consumption growing steadily as a result
of changing agronomic practices. Telangana’s paddy belt in Karimnagar and Nizamabad has seen a rise in herbicide
usage, particularly due to the spread of stubborn weeds like Echinochloa crusgalli. West Bengal’s tea and vegetable
plantations have also contributed to the increase in herbicide demand, as weed management practices transition from
manual to chemical control to meet labor and residue compliance requirements.
18711.3. Herbicide Market by Formulation
The herbicide market in India has seen notable shifts in formulation preferences over the last few years, driven by changes in
cropping patterns, regulatory pressures, and resistance management strategies. While 2,4-D-based herbicides remain dominant,
other formulations like Alachlor and Atrazine are showing moderate growth, whereas Ametryn and Anilophos are witnessing
a decline.
• 2,4-D Amine Salt continues to hold its position as India's leading herbicide due to its broad-spectrum efficacy against
broadleaf weeds in Paddy, wheat, and Maize. Its cost-effectiveness and easy availability make it a staple in states like
Uttar Pradesh, Punjab, and Haryana, where wheat and paddy are extensively cultivated.
• Anilophos is widely used in paddy fields, is facing a decline as farmers shift to newer herbicides with better efficacy
against resistant grassy weeds. The rise in cases of weedy paddy infestations in West Bengal and Tamil Nadu has
prompted farmers to explore herbicide rotation strategies.
• Bensulfuron Methyl is losing ground due to increased competition from newer broad-spectrum herbicides. In paddy-
growing regions like West Bengal and Tamil Nadu, farmers are adopting herbicide pre-mixes that provide better weed
control with a lower environmental footprint
• Bispyribac-sodium, a selective post-emergence herbicide, is rising in India due to several interrelated factors that
enhance its appeal to paddy farmers. Shift to Direct Seeded paddy cultivation, labour shortages and government
policies is pushing its use.
11.4. Growth Drivers and Constraints for Indian Herbicide Market
Key Growth Driver
• Expanding Cultivation of Row Crops: Crops like soybean, maize, cotton, and rice—which are highly prone to weed
infestation—are increasingly adopting herbicide use. High-density planting systems also encourage chemical weed
control over mechanical methods
• Rising Labor Costs and Labor Scarcity: Manual weeding is labor-intensive and increasingly expensive due to rural-
to-urban migration and MGNREGA-induced wage hikes. Farmers are switching to herbicides to reduce dependency
on manual labor, especially in large-scale farms
• Shift towards Mechanization: Adoption of zero or minimum tillage practices in states like Punjab and Haryana is
increasing pre- and post-emergence herbicide demand. Herbicides complement mechanization and conservation
agriculture practices
• Growth in Generic and Off Patent Herbicides: Expiry of patents for major herbicide molecules has led to low-cost
generic options, increasing affordability and penetration. Domestic companies are actively launching these under own
labels, boosting market volume
• Climate Change and Weed Pressure: Changing weather patterns (irregular rains, warm winters) are increasing weed
pressure and crop-weed competition, making chemical weed control more necessary
Threats and Challenges
• Low Penetration in smallholder farms: Many small and marginal farmers still rely on traditional or manual weed
control methods due to cost sensitivity. Herbicide use is skewed toward irrigated and commercial crop zones
• Weed Resistance and misuse: Continuous use of the same herbicide classes (e.g., glyphosate) is leading to herbicide-
resistant weed species. Lack of crop rotation and improper dosage accelerate resistance development
• Limited Innovation: Majority of the market is dominated by older, off-patent products, with minimal innovation in
new chemistry. Multinational innovation is slow due to long and uncertain regulatory pathways in India
• Presence of Spurious Products: Rural markets covered with substandard or counterfeit herbicides which are
damaging crop health and reducing farmer trust. Regulatory enforcement at the dealer level remains weak
18812. Indian Plant Growth Regulator (PGR) Market
12.1. India Plant Growth Regulator (PGR) Market
Given its crucial role in improving crop growth and increasing agricultural production, the plant growth regulator market in
India has grown to be a substantial part of the agricultural industry. The significance of PGRs is becoming more and more clear
as the country struggles to maintain a rapidly expanding population while addressing the limitations on its agricultural resources.
A dedication to sustainable agricultural techniques is demonstrated by the market's emphasis on integrated plant growth
management (IPM) strategies, which combine chemical and biological approaches. Additionally, improvements in PGR
application technologies—like precision agriculture—are essential for optimizing these products' effectiveness and reducing
their negative environmental effects.
The plant growth regulator market in India grew at a compound annual growth rate (CAGR) of 11.0% from 2019 to 2024,
reaching a value of USD 110 Mn. In the future, the India PGR market is anticipated to grow at a compound annual growth rate
(CAGR) of 11.6% from 2024 to 2029, reaching a value of USD 190 Mn.
Figure 76: India PGR Market, CY2019-CY2029F, USD Mn
190
200 2019-24ECAGR:11.0%
167
2024E-29FCAGR:11.6% 148
150 134
120
102 107 110
87
100
65 67
50
0
2019 2020 2021 2022 2023 2024E 2025F 2026F 2027F 2028F 2029F
Note: E: Estimate, F: Forecast | Source: Frost & Sullivan
The market size is expected to increase significantly in the coming years, given the rising demand for high-quality food grains.
According to the Indian Council for Agricultural Research (ICAR), the consumption of food grains in India would reach 345
million tonnes by 2030. According to the Department of Agriculture and Farmers Welfare, the food grain production in India
stood at 330.05 MT in 2022-23, growing by 14 MT from 2021-22. The rise in investment in agricultural activities in India and
the presence of abundant resources for agriculture production are driving the demand for plant growth regulators.
In India, integrated pest management (IPM) techniques are becoming more and more popular, which is predicted to increase
demand for PGRs. IPM is a sustainable, environmentally friendly strategy of controlling pests that prioritizes natural and
biological means while reducing the usage of dangerous chemicals. This approach is in line with the growing focus on
sustainable farming methods, which is also becoming more popular in India as people become more conscious of the negative
consequences of relying too much on artificial pesticides. Because PGRs govern plant growth, increase agricultural output, and
are less environmentally damaging than conventional agrochemicals, they are an ideal fit for this paradigm.
12.2. India PGR Market – Classification by Product Type
Cytokinins, gibberellins, and auxins are the top three plant hormones used in Indian agriculture and farming activities. Auxin
and cytokinin play an important role in plant growth and the developmental process. With almost 28% of the Indian market,
the cytokinin segment holds the maximum share in 2024. Gibberellins and Auxins came in second and third, respectively, with
26% and 24% of the total. Over three-fourths of the worldwide PGR market was made up of the above mentioned three Plant
Growth Promoters combined. Together, plant growth inhibitors like ethylene and abscisic acid made up less than one-fourth of
the Indian market for PGR.
189Figure 77: India PGR Market – by Product Type, CY2024E (in %) – USD 110 Mn
1%
10%
28% Cytokinins Gibberellins Auxins
11%
24%
Abscisic Acid Ethylene Others
26%
Source: Frost & Sullivan Primary Research & Analysis
12.3. India PGR Market - Classification by Crop Type
Cereals and cash crops are the majorly grown crops in India. These crops hold the maximum share in agriculture production.
The most common use of PGR was in the cereals and grains segment, which held around 59% of the Indian PGR market in
2024. About 25% came from fruits and vegetables, 11% from cash crops, 2% from plantation crops, 1% from specialty crops,
and 2% from other crops.
Figure 78: India PGR Market – by End-use Application / Crop Type, CY2024E (in %) – USD 110 Mn
2% 1% 2%
Cereals & Grains Fruits & Vegetables
11%
Cash Crops Plantation Crops
25%
59%
Specialty Crops Others
Source: Frost & Sullivan Primary Research & Analysis
12.4. Growth Drivers & Threats
Growth Drivers
Increase in pest resistance: One important reason driving the growth of the PGR market is the increase in the development of
resistance among insect and pest populations. Farmers face significant challenges in maintaining crop health and productivity
as these pests and insects grow increasingly resilient to common insecticides.
Increasing organic farming activities: The practice of growing plants in a natural way is known as organic farming. In organic
farming, farmers preserve soil fertility by using biological resources. As of March 2020, the Union Ministry of Agriculture and
Farmers' Welfare reported that 2.78 million hectares of cropland were being grown organically. In India, Madhya Pradesh state
leads the country in organic farming. 0.76 million hectares of organic farming have been registered in the state, accounting for
27% of all organic cultivation land in India.
Government initiatives: PGRs are becoming more widely adopted because of initiatives including grants, subsidies, and
research funding that lower their cost and increase farmers' access to them. For example, the Directorate of Plant Protection
and the Department of Agriculture & Cooperation work together to promote the efficient use of PGRs. They offer
comprehensive instructions on how to apply PGRs, covering dosage, time, and other crucial factors.
Threats and Challenges
Indian farmers need adequate awareness: The widespread ignorance among farmers, particularly those in rural areas, is a
significant barrier to the growth of the PGR business in India. Many farmers are unaware of the various kinds of PGRs that are
available and the benefits that they can provide. The cost-effectiveness and efficiency improvements associated with these
growth regulators are also part of this knowledge gap.
190Residual toxicity: PGR residues can contaminate the environment and increase the risk of foodborne illnesses. Monitoring and
controlling the use of PGR in agricultural techniques is crucial to increasing agricultural productivity while reducing negative
effects on the environment and human health.
13. Global and India Bio-Stimulants Market Overview
Global Bio Stimulants Market Overview
Crop quality and quantity are influenced by biotic and abiotic factors. Abiotic factors include soil composition, salinity, acidity,
temperature, drought, pollution, humidity, rain, wind, and ultraviolet radiation. Stress caused by unfavorable conditions
significantly reduces harvest yields, as plants respond to such conditions by using their energy reserves to fight stress instead
of concentrating on yield. With synthetic fertilizers having a negative influence on plants and water bodies, plant bio stimulants
represent a rapidly growing segment of agricultural inputs designed to enhance plant growth, health, and productivity in a
sustainable manner. Unlike fertilizers or pesticides, bio stimulants do not directly provide nutrients or control pests. Instead,
they work by stimulating the plant’s natural processes to improve nutrient uptake, increase tolerance to abiotic stresses (such
as drought, salinity, and temperature extremes), and enhance overall crop quality.
Bio-stimulants provide farmers with a comprehensive approach to crop management by offering bespoke solutions to combat
pests and diseases, enhance plant growth and improve soil health, and include a diverse range of products such as humic
substances, seaweed extracts, protein hydrolysates, beneficial fungi and bacteria, and other natural compounds. These
substances are gaining popularity as farmers and agribusinesses seek environmentally friendly and cost-effective ways to
increase yields and improve soil health without relying heavily on chemical inputs. With the global push toward sustainable
agriculture and climate resilience, plant bio stimulants are emerging as an essential tool in modern farming. They not only
support productivity but also align with organic and regenerative agricultural practices, making them a valuable component in
the future of food production.
Exhibit 79: Global Bio Stimulants Market Overview
191Exhibit 80: Breakup of Bio Stimulants Market
Market Definitions
• Bio-fertilizers or Microbials or Inoculants: Microbial biofertilizers are biological preparations of sufficient densities
of specific strains of micro-organisms, which offer a beneficial role in rhizospheres for plant growth. Micro-organisms
as biostimulants improve seed growth, crop surfaces, and root and soil development. They also enable absorption
movement-promoting nutrients, increase root area, and improve immunity against salinity and drought. The most
efficient biofertilizing bacterial strains belong to the genera Rhizobium, Sinorhizobium, Mesorhizobium,
Bradyrhizobium, Azorhizobium, and Allorhizobium.
• Acid Based Bio Stimulants: Amino Acid bio stimulants are derived from animal or vegetable sources with better
quality hydrolysates extracted from vegetable matter – usually soyabean. Amino acids stimulate crop growth and
improve immunity to non-biological stress, enabling a perfect growing environment. Configuration of amino acids
includes free amino acids, small-molecular peptides, and high molecular peptides. Organic Acids are typically humic
and fulvic and are constituents of natural decay of plant and animal materials. Humic acid is rich in iron and has ability
to increase yield by up to 70%
• Seaweed and Plant Extracts: Seaweed extracts are among the most used raw materials for bio stimulants. Globally,
10,000 species of marine algae have been discovered, out of which 6,500 species are red algae, 2,500 brown algae,
and 1,000 green algae. The most commonly used in agriculture is brown algae. Ascophyllum nodosum is widely used
for crops, in seaweed extracts. Betaine is an important nutrient in seaweed extracts.
• Others: These includes trace minerals such as cobalt and silicon that promote plant growth. They also include protein
hydrolysates and products that are a combination of seaweed extracts and amino acids
Benefits of Bio Stimulants
• Anti-Stress and growth activation
• Enhanced crop productivity and high returns to farmers
• Plant Feeding and Strengthening
• Better Nutrient Absorption
• Standardized bud breaking
• Increased and Standardized fruit sizes
• Increased photosynthetic activities
• Better root growth and ripening
• Flowering Stimulation
192Exhibit 81: Revenue Forecast of Bio Stimulants – Global Market Size in USD Billion till 2030
8.8
7.9
7.1
6.4
5.7
5.1
4.6
4.1
3.7
3.3
2.9
2020 (A) 2021 (A) 2022 (A) 2023 (A) 2024 (E) 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P)
Source: Frost and Sullivan Internal Estimates
The plant biostimulants market is experiencing strong growth globally, driven by the increasing focus on sustainable agriculture,
soil health improvement, and crop resilience against climate stress. The global plant biostimulants market has shown robust
growth, rising from USD 2.9 billion in 2020 to USD 4.6 billion in 2024, and is projected to reach USD 8.8 billion by 2030,
registering a strong CAGR of ~11% (2024–2030)
Exhibit 82: Revenue Forceast by Applications of Bio Stimulants (Market Split in %)
Seed
2024 Seed 2030
Treatmen
Treatmen
t, 5.6%
t, 5.4%
Soil Soil
Treatmen Treatmen
t, 26.8% t, 26.6%
Foliar
Foliar
Applicatio
Applicatio
n, 67.8%
n, 67.9%
Source: Frost and Sullivan Internal Estimates
Between 2024 and 2030, the revenue distribution for plant biostimulants by application method is expected to remain largely
stable, with only marginal shifts in share. Seed treatment is projected to increase slightly from 5.4% to 5.6%, driven by the
growing adoption of coated and primed seeds, especially in hybrid and high-value crops where early-stage vigor and stress
resistance are critical. Soil treatment is expected to see a minimal decline from 26.8% to 26.6%, reflecting the market’s gradual
tilt towards foliar applications for rapid nutrient uptake and stress mitigation, though soil-based biostimulants will continue to
play a strong role in improving root health and soil microbiome balance. Foliar application will maintain its dominance, edging
up from 67.8% to 67.9%, supported by its quick action, ease of integration with existing spray programs, and effectiveness in
addressing abiotic stresses such as drought, salinity, and heat
India Bio Stimulants Market Overview
The Indian bio-stimulants market is experiencing robust growth, driven by the increasing adoption of sustainable agricultural
practices and the need to enhance crop productivity. Bio-stimulants, which include substances like seaweed extracts, humic
acids, and amino acids, are applied to plants or soils to improve nutrient uptake, stress tolerance, and overall plant health. The
market is expected to grow from USD ~356 million in 2024 to ~ USD 850 million by 2030, growing at a CAGR of ~15.6%
193Exhibit 83: Revenue Forceast by of Bio-Stimulants in India (Market Size in USD Million till 2030)
850
735
635
549
475
411
356
2024 E 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P)
Source: Frost and Sullivan Internal Estimates
Key Drivers for growth of Bio Stimulants in India
• Sustainable Agriculture Adoption: Farmers are increasingly shifting towards eco-friendly farming practices to
improve soil health and reduce chemical inputs, boosting the demand for bio stimulants.
• Government Support: Initiatives promoting the use of organic and sustainable agricultural inputs have encouraged
the adoption of bio stimulants among Indian farmers.
• Organic Farming Trends: The rising popularity of organic farming in India aligns with the use of biostimulants,
which are compatible with organic cultivation methods.
• Soil Health Concerns: Overuse of chemical fertilizers has led to soil degradation, prompting farmers to seek
biostimulants as a means to restore soil fertility and enhance crop yields.
Key Bio-Stimulants Manufacturers in India
• Rallis India
• PI Industries
• UPL Limited
• SPIC
• Coromandel International
• Gujarat State Fertilizers and Chemicals
Eldorado Agritech has also entered the Bio Stimulants market with multiple offerings to meet growing demand of these
agricultural chemicals.
14. Global & Indian Speciality Fertilizers (Micro And Water Soluble Fertilizers) Market Overview
Global Market Overview
Plants, like all living organisms, require nutrients for their growth, development, and reproduction. These nutrients are sourced
primarily from the soil and are categorized into macronutrients and micronutrients based on the quantity required by plants.
While macronutrients are needed in larger amounts, micronutrients are just as crucial to plant health, albeit required in smaller
quantities.
Speciality Fertilizers are aimed at enhancing soil fertility, stimulating root development and boosting crop yields. The global
market for speciality fertilizers is expected to grow from USD ~6.2 billion in 2024 to ~ USD 9.2 billion by 2030, growing at a
CAGR of ~6.7%
194Exhibit 84: Revenue Forceast by of Speciality Fertilizers (Global Market Size in USD Billion till 2030)
9.2
8.6
8.1
7.6
7.1
6.6
6.2
2,024 € 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P)
Source: Frost and Sullivan Internal Estimates
Macronutrients
Macronutrients are foundational to plant growth and development. They are required in substantial amounts and contribute to
various physiological and metabolic processes. These nutrients are further divided into primary and secondary macronutrients.
Primary Macronutrients
The three primary macronutrients—Nitrogen (N), Phosphorus (P), and Potassium (K)—are essential for the fundamental
biological functions of plants.
• Nitrogen: Nitrogen is a building block for amino acids, proteins, and nucleic acids. It is also a major component of
chlorophyll, which is crucial for photosynthesis. Nitrogen is pivotal for overall plant vigor and leaf development.
Deficiency Symptoms: Yellowing of leaves (chlorosis), stunted growth, reduced yield.
Sources: Natural sources include organic matter and nitrogen-fixing bacteria. Synthetic fertilizers like ammonium
nitrate and urea are commonly used in agriculture.
• Phosphorous: Phosphorus is involved in energy transfer within plants as it is a key constituent of ATP. It supports
root development, enhances flowering, and facilitates seed production.
Deficiency Symptoms: Poor root growth, delayed maturity, and dark green or purplish leaves.
Sources: Organic sources include bone meal and guano, while synthetic fertilizers such as triple superphosphate are
widely used.
• Potassium: Potassium helps regulate water uptake and ionic balance in plants, enhances disease resistance, and
improves the quality of fruits and flowers.
Deficiency Symptoms: Yellowing or browning of leaf edges, weak stems, and reduced fruit quality.
Sources: Potash fertilizers like potassium chloride and potassium sulfate are key sources.
Secondary Macronutrients
While not as prominent as primary macronutrients, secondary macronutrients—Calcium (Ca), Magnesium (Mg), and Sulphur
(S)—are integral to plant health.
195• Calcium: Calcium is a structural component of cell walls. It aids in cell division and elongation and helps in root and
shoot development.
Deficiency Symptoms: Deformed young leaves, root tip necrosis.
Sources: Agricultural lime and gypsum are common calcium amendments.
• Magnesium: Magnesium is a central component of the chlorophyll molecule and is essential for photosynthesis. It
also activates various enzymes in carbohydrate and protein metabolism.
Deficiency Symptoms: Interveinal chlorosis in older leaves.
Sources: Dolomitic lime and magnesium sulfate (Epsom salt) are key sources.
• Sulphur: Sulphur is critical for the synthesis of certain amino acids, proteins, and vitamins. It also contributes to
disease resistance.
Deficiency Symptoms: Uniform yellowing of younger leaves.
Sources: Sulfate fertilizers and organic matter are common sources.
Micro-Nutrients
Micronutrients are required in trace amounts but are indispensable for plant growth and metabolism. These nutrients function
as cofactors for enzymes and play specialized roles in biochemical pathways.
• Zinc: Zinc is vital for enzyme activation and the synthesis of growth hormones such as auxin.
Deficiency Symptoms: Stunted growth, distorted leaves.
Sources: Zinc sulfate and chelated zinc fertilizers.
• Boron: Boron is essential for cell wall formation and reproductive processes, including pollen development and seed
production.
Deficiency Symptoms: Brittle stems, hollow roots, reduced fruit and seed set.
Sources: Borax and boric acid fertilizers
• Iron: Iron plays a key role in chlorophyll synthesis and acts as a catalyst in redox reactions.
Deficiency Symptoms: Interveinal chlorosis in young leaves.
Sources: Iron chelates and ferrous sulfate.
• Manganese: Manganese is involved in photosynthesis and nitrogen metabolism.
Deficiency Symptoms: Interveinal chlorosis, reduced growth.
Sources: Manganese sulfate and manganese oxide.
• Cooper: Copper facilitates lignin production, which strengthens plant tissues. It is also essential for photosynthesis.
Deficiency Symptoms: Stunted growth, wilting.
Sources: Copper sulfate and chelated copper.
• Molybdenum: Molybdenum is necessary for nitrogen fixation and nitrate reduction.
Deficiency Symptoms: Yellowing of leaves, poor nitrogen utilization.
Sources: Ammonium molybdate and sodium molybdate.
• Chlorine: Chlorine aids in osmotic balance and ionic regulation in plants.
Deficiency Symptoms: Wilting, reduced photosynthesis.
196Sources: Potassium chloride.
Indian Market Overview
Indian plant micro and macro nutrient market has been on a steep growth path supported by government policies, rising
awareness about soil health and growing export opportunities.
Exhibit 85: Revenue Forceast by of Speciality Fertlizers (Indian Market Size in USD Million till 2030)
983.5
903.2
829.5
761.8
699.6
642.5
590.0
2024 (E) 2025 (P) 2026 (P) 2027 (P) 2028 (P) 2029 (P) 2030 (P)
Source: Frost and Sullivan Internal Estimates
The Indian market for speciality fertilizers (micro nutrients) is expected to grow from USD ~590 million in 2024 to ~ USD 983
million by 2030, growing at a CAGR of ~8.8%
Growth Drivers for Indian Markets
• Soil Degradation: Overuse of chemical fertilizers and intensive farming practices have led to nutrient depletion in
soils, increasing the need for balanced macro and micronutrient applications
• Rising Awareness: Farmers are becoming more aware of the importance of micronutrients in improving crop yields
and quality. This has been supported by educational initiatives and government programs
• Government Support: Policies promoting sustainable agriculture and balanced nutrient use, along with subsidies for
fertilizers, have encouraged the adoption of macro and micronutrients
• Technological Advancements: The adoption of precision farming and advanced agricultural practices has made it
easier to identify and address nutrient deficiencies
• Export Opportunities: The global demand for high-quality agricultural produce has encouraged Indian farmers to
adopt nutrient-rich fertilizers to meet international standards
Threats and Challenges for Indian Market
• Price Sensitivity of Farmers: Small and marginal farmers often prioritize cost over quality, opting for cheaper,
unbranded, or counterfeit products, which reduces the market share of premium formulations
• Knowledge Gap in Application: Even when products are available, incorrect timing, dosage, or choice of form (soil
vs. foliar) limits effectiveness and can cause crop damage
• Fragmented Distribution and Technical Support: Reliance on rural retailers with limited technical expertise leads
to inconsistent product positioning and low adoption in remote areas
• Potential for overuse and toxicity: In the absence of balanced nutrient management, excessive application of certain
micronutrients can lead to toxicity, discouraging future use
Key Players Operating in Indian Markets
• Coromandel International Limited
197• Gujarat State Fertilizers and Chemicals Ltd
• Indian Farmers Fertilizers Cooperative Limited
• Tata Chemicals Limited
• Deepak Fertilizers and Petrochemicals Corporation Limited
• Rashtriya Chemicals and Fertilizers Limited
• Nagarjuna Chemicals and Fertilizers Limited
15. Competitor Benchmarking
Eldorado Agritech, a diversified player in India’s agro-inputs industry, operates across seeds and crop care segment, catering
to the evolving needs of farmers. Its listed peers include Tata Rallis, a leading integrated agrochemicals and seeds company
under the Tata Group; Kaveri Seeds, one of India’s largest seed producers with a strong hybrid portfolio; and Dhanuka
Agritech, a major agrochemical firm with a wide distribution network and strong presence in crop protection.
Eldorado Agritech is one of the Most diversified Agrosciences company in India during Fiscals 2023, 2024 and 2025, having
offerings across Seeds and Crop care products. Dependence on a single product category, crop, can expose agri-input businesses
to cyclical volatility. Eldorado Agritech’s balanced portfolio — across input types, crop segments, geographies and growing
seasons — helps reduce concentration risks and insulates it from regional climatic variability, commodity price cycles, and
regulatory disruptions affecting a specific category. It also results in farmers perceiving Eldorado agritech as a ‘one-stop’ agro-
sciences company with end-to-end solutions.
Revenue, INR Million
Company Consolidated/ Revenue, INR million Growth in Revenue
Standalone FY 2023 FY 2024 FY 2025 CAGR,
FY 23-FY 25
Eldorado Agritech Consolidated 2,698.14 3,522.02 4,414.81 27.92%
Kaveri Seeds Consolidated 10,703.55 11,484.05 12,049.70 6.10%
Tata Rallis India Standalone 29,669.70 26,483.80 26,629.40 -5.26%
Dhanuka Agritech Ltd Consolidated 17,002.20 17,585.44 20,351.52 9.41%
Source: Company annual reports, Tofler.
Eldorado Agritech is the fastest growing agro-sciences company within its listed peer set in India in terms of revenue growth,
with a CAGR of 27.92% between Fiscal 2023 to Fiscal 2025, with focus on providing high quality seeds and crop care products.
Revenue from Seeds Segment, INR Million
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 1,805.78 2,178.55 2,782.41
Kaveri Seeds 10,322.15 11,065.16 NA
Tata Rallis India 3,395.10 4,126.80 4,129.10
Dhanuka Agritech - - -
Source: Company annual reports, Tofler
Revenue from Crop Care Segment, INR Million
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 892.36 1,343.47 1,632.40
Kaveri Seeds 381.40 418.89 NA
Tata Rallis India 26,087.30 22,068.50 21,932.80
Dhanuka Agritech 16,824.38 17,328.90 20,097.14
Source: Company annual reports, Tofler
Revenue per Dealer + Distributor, INR Million
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 0.43 0.52 0.57
Kaveri Seeds 2.14 3.03 NA
Tata Rallis India 4.13 3.42 3.86
Dhanuka Agritech 2.62 2.71 3.13
Source: Company annual reports, Tofler
198R & D Expense, INR Million – 2024-25
Company name R&D expense, R&D expense R&D expense, R&D expense R&D expense, R&D expense
INR million, as % of INR million, as % of INR million, as % of
FY2023 Revenue, FY2024 Revenue, FY2025 Revenue,
FY2023 FY2024 FY2025
Eldorado Agritech 42.55 1.58% 72.92 2.07% 125.70 2.85%
Kaveri Seeds* 497.91 4.65% 589.55 5.13% NA NA
Tata Rallis India 532.80 1.80% 597.90 2.26% 622.20 2.34%
Dhanuka Agritech Ltd 24.50 0.14% 21.04 0.12% 31.05 0.15%
Data for capital expenditure has not been considered in R&D expenses.
Note: For Kaveri Seeds FY25 data was not available
Source: Company annual reports, Tofler.
Investment in R&D boosts the product offering of the companies. It also increases profitability and help businesses stay ahead
of their peers. Eldorado Agritech invests ~2.85% of its consolidated revenue and 4.50% of its seed revenue towards R&D
expenses to boost company’s ability to changing requirements of farmers. Eldorado Agritech’s ability to operate advanced
processing and warehousing infrastructure, combined with segment-specific R&D capabilities, ensures quality, consistency,
and relevance in our offerings. These core strengths—product breadth and adaptability, innovation-led R&D, and strong supply
chain and infrastructure—serve as key growth enablers and has allowed it to be positioned as among the fastest growing agro-
sciences companies in India, enabling deeper market penetration, higher farmer retention, and consistent revenue expansion
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA), INR Million
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 454.45 757.05 1,110.76
Kaveri Seeds 2,517.17 2,858.16 2,909.40
Tata Rallis India 2,183.40 3,111.50 2,867.60
Dhanuka Agritech 2,786.90 3,274.44 4,166.08
Note: EBITDA is calculated as profit before tax and exceptional items plus depreciation expense plus finance costs less other non-operating income.
Source: Company annual reports, Tofler.
Despite being much younger, Eldorado Agritech has outpaced its listed peers in EBITDA growth, growing at a 2 year CAGR
(FY2023-25) of 56.36%
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) Margin %
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 16.84% 21.49% 25.16%
Kaveri Seeds 23.52% 24.89% 24.14%
Tata Rallis India 7.36% 11.75% 10.77%
Dhanuka Agritech 16.39% 18.62% 20.47%
Source: Company annual reports, Tofler.
Profit After Tax (PAT), INR Million
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 293.30 487.78 718.60
Kaveri Seeds 2,726.45 2,998.81 2,822.81
Tata Rallis India 919.40 1,478.70 1,251.30
Dhanuka Agritech 2,335.02 2,390.93 2,969.60
Source: Company annual reports, Tofler.
Eldorado Agritech has outpaced its listed peers in Profitability growth with its PAT growing at a 2 year CAGR (FY2023-25)
of 56.54%, which was significantly more than next fastest growing listed peer – Kaveri Seeds (17.46%)
Profit After Tax Margins (PAT Margins), %
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 10.87% 13.85% 16.28%
Kaveri Seeds 25.47% 26.11% 23.43%
Tata Rallis India 3.10% 5.58% 4.70%
Dhanuka Agritech 13.73% 13.60% 14.59%
Note: PAT Margin (%) = Profit / (loss) for the year / Revenue from Operations. Source: Company annual reports, Tofler.
199Eldorado Agritech’s growing PAT (2 year CAGR of 56.64%) while maintaining greater or comparable PAT Margin %
(16.28%) to its listed peers highlights the strength of its product offerings to the farmers and its production efficiencies vis a
vis its listed peers
Return on capital employed (ROCE), %
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 22.10% 24.48 23.75%
Kaveri Seeds 17.26% 19.62% 18.13%
Tata Rallis India 7.01% 10.72% 8.88%
Dhanuka Agritech 25.67% 24.64% 26.64%
Note: Return on Capital Employed is calculated as EBIT divided by Average Capital Employed. EBIT is calculated as profit before tax and exceptional items
plus finance costs less other non-operating income. Average Capital Employed is the average of total equity and total debt, including both non-current and
current borrowings. Source: Company annual reports, Tofler.
Eldorado Agritech’s ability to generate greater or comparable ROCE % (23.75%) vis a vis its listed peers highlights its superior
efficiency in generating profits from the capital it employs through efficient cost control and asset utilization
Return on Equity (ROE), %
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 27.12% 33.14% 34.60%
Kaveri Seeds 20.58% 23.04% 20.61%
Tata Rallis India 5.37% 8.31% 6.70%
Dhanuka Agritech 23.10% 20.64% 22.34%
Note: Return on Equity is calculated as profit for the period divided by average total equity. Source: Company annual reports, Tofler.
Eldorado Agritech’s ability to consistently generate greater Return on Equity % (34.60%) compared to its listed peers
highlights its ability to convert equity capital into net income more efficiently.
Debt to Equity Ratio (D/E)
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 0.88 0.92 1.12
Kaveri Seeds 0.00 0.00 0.00
Tata Rallis India 0.06 0.00 0.00
Dhanuka Agritech 0.00 0.00 0.03
Note: Debt Equity Ratio= Total Debt/ Total Equity
Source: Company annual reports, Tofler.
Inventory Turnover
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 2.45 2.47 1.95
Kaveri Seeds 1.28 1.35 1.14
Tata Rallis India 3.43 3.31 3.42
Dhanuka Agritech 4.91 4.61 4.98
Note: Inventory Turnover= Revenue from Operations/ Average
Source: Company annual reports, Tofler.
Working Capital Days
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 202 209 248
Kaveri Seeds 165 143 192
Tata Rallis India 69 86 83
Dhanuka Agritech 102 115 119
Note: Working Capital Days= Working Capital/ Revenue from Operations X 365
Source: Company annual reports, Tofler.
Net Fixed Assets Turnover
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 6.39 5.49 4.84
Kaveri Seeds 4.27 4.13 3.38
Tata Rallis India 5.33 3.96 3.63
Dhanuka Agritech 10.61 7.26 6.27
200Note: Fixed Asset Turnover= Revenue from Operations/ Average Fixed Assets
Source: Company annual reports, Tofler.
Operational Benchmarking
Eldorado Agritech is one of the most diversified agro-sciences company in India in Fiscal 2025, with a well-placed portfolio
across the agri-input value chain, having presence in both seeds and crop protection categories.
Portfolio Comparison (Seeds)
Companies Product Portfolio
Cotto Paddy/ Paddy Maize Mustard Pearl millet Wheat Vegetables
n
GM Hybrid OPV/ Hybri OPV/ Hybrid OPV/ Hybri OPV/ Hybri OPV/ Hybri OPV/
Resear d Resea Resear d Resear d Resear d Resear
ch rch ch ch ch ch
Eldorado ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Agritech
Kaveri Seeds ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Tata Rallis ✓ ✓ ✓ ✓ ✓ ✓
Source: Company websites, Secondary research
Eldorado has emerged as one of the youngest player in seeds space; competing against well established and entrenched players,
demonstrating market acceptance amongst farmers for their products across key crops and their ability to scale efficiently and
achieve significant milestones within a short timeframe.
No of New Products Launched (Seeds)
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 10 10 53
Kaveri Seeds 13 19 NA
Tata Rallis India 7 8 17
Source: Company annual reports, Tofler.
Portfolio Comparison (Agrochemicals)
Companies Product Portfolio
Insecticides Herbicides Fungicides Plant Growth Micro
Regulators Nutrients
Eldorado Agritech ✓ ✓ ✓ ✓ ✓
Tata Rallis ✓ ✓ ✓ ✓ ✓
Dhanuka Agritech ✓ ✓ ✓ ✓
No of New Products Launched (Crop Care)
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 16 29 26
Tata Rallis India 13 19 9
Dhanuka Agritech 10 14 6
Source: Company annual reports, Tofler.
Eldorado Agritech is a well-diversified agri-inputs company offering integrated “seed to harvest” solutions through its broad-
based product portfolio comprising of seeds, agrochemicals, bio-stimulants and specialty fertilizers. Diversified agri-input
providers like Eldorado Agritech are uniquely positioned to leverage the complementarities between seeds and agrochemical
businesses to penetrate new markets more effectively. Their ability to offer “seed to harvest” solutions position them favourably
with farmers and other B2B buyers, helping build trust and increasing conversion potential across product lines. The overlap in
end-user base also enables cost-efficient customer acquisition and deepens presence in existing markets, thus aiding faster scale-
up during geographic expansion
Companies YOE Operational Benchmarking
Product Diversification Exports presence
No of No of field No of
Crops crops vegetable
crops
Eldorado 2009 47 15 32 Bangladesh, Nepal
Agritech
201Companies YOE Operational Benchmarking
Product Diversification Exports presence
No of No of field No of
Crops crops vegetable
crops
Kaveri Seeds 1976 15 9 6 Bangladesh, Tanzania, Algeria, UAE, Vietnam, Ivory Coast,
Thailand, Laos, Cambodia, Philippines, Egypt
Tata Rallis 1948 6 5 0 39 countries
Source: Company websites, Secondary research
India is characterized by highly diverse agro-climatic zones and cropping patterns, requiring tailored agricultural inputs suited
to local agronomic conditions. Eldorado Agritech’s consistent growth in the agro-sciences sector is a function of its ability to
address the diverse agronomic needs of Indian farmers through a comprehensive product portfolio, wide geographic presence,
and a deeply embedded marketing and distribution network.
Channel Information (No. of Dealers + Distributors)
Company name FY 2023 FY 2024 FY 2025
Eldorado Agritech 6,260 6,794 7,705
Kaveri Seeds 5,000 3,785 NA
Tata Rallis India 7,177 7,740 6,900
Dhanuka Agritech 6,500 6,500 6,500
Source: Company annual reports, Tofler.
Companies Operational Benchmarking – FY25
No of distributors and No of States present No of employees
Dealers
Eldorado Agritech 7,705 Present in 18 States 1,215
Kaveri Seeds NA 18+ States 1,342
Tata Rallis 6,900 26+ States 1657* (Total)
Dhanuka Agritech 6,500 22+ States ~1,100
Eldorado Agritech’s presence across 18 states covering varied agro-climatic zones allows it to diversify risk and capture market
share in both high-potential and underpenetrated regions.
202OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies, contain
forward-looking statements that involve risks and uncertainties. Prospective investors should read “Forward-Looking
Statements” beginning on page 31 for a discussion of the risks and uncertainties related to those statements along with “Risk
Factors”, “Industry Overview”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 33, 134, 284 and 351, respectively, for a discussion of certain factors that may
affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed
in or implied by these forward-looking statements.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based
on or derived from our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. For further
information, see “Restated Consolidated Financial Information” beginning on page 284. Please also refer to “Definitions and
Abbreviations - Technical/ Industry and business-related terms” on page 13 for certain terms used in this section. The Restated
Consolidated Financial Information is based on our audited financial statements and is restated in accordance with the
Companies Act, 2013, and the SEBI ICDR Regulations.
Certain non-GAAP financial information are presented below for supplemental informational purposes only. These have
limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. Non-GAAP financial information may be different from similarly-titled non-GAAP measures used
by other companies. A reconciliation of these non-GAAP measures are provided in the section entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 351 for each non-GAAP
financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are
encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP financial measures to their
most directly comparable Ind AS financial measures and to not rely on any single financial measure to evaluate our business.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Independent Market report for Seeds and Crop Care Industry” dated September 2, 2025 (the “F&S Report”, and the date of
the F&S Report, the “Report Date”) which is exclusively prepared for the purpose of the Offer and issued by Frost & Sullivan
(“F&S”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. F&S
was appointed pursuant to an engagement letter entered into with our Company dated February 26, 2025. F&S is not related
in any other manner to our Company. F&S is not, and has not in the past, been engaged or interested in the formation, or
promotion, or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors,
Promoters, Key Managerial Personnel, Senior Management and Subsidiary, nor the BRLMs are a related party to F&S as per
the definition of “related party” under the Companies Act, 2013. The data included herein includes excerpts from the F&S
Report and may have been re-ordered by us for the purposes of presentation. Further, the F&S Report was prepared on the
basis of information as of specific dates and opinions in the F&S Report may be based on estimates, projections, forecasts and
assumptions that may be as of such dates. F&S has prepared this study in an independent and objective manner, and it has
taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing
the F&S Report based on the information obtained by it from sources which it considers reliable. 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. A copy of the F&S Report is available on the
website of our Company at www.eldoradoagritech.com from the date of the Red Herring Prospectus until the Bid/ Offer Closing
Date. Further, the F&S Report is not a recommendation to invest or disinvest in any Company covered in the report. Prospective
investors are advised not to unduly rely on the F&S Report. The views expressed in the F&S Report are that of F&S. For more
information and risks in relation to commissioned reports, see “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 63. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data –
Industry and Market Data” on page 28.
Unless the context otherwise requires, in this section, references to “our Company” or “the Company” refers Eldorado
Agritech Limited on a standalone basis and references to “we”, “us”, “our” refers to Eldorado Agritech Limited and its
Material Subsidiary on a consolidated basis.
Overview
We are an integrated agro-sciences company, providing customers with comprehensive ‘seed to harvest’ solutions, spanning
from seed innovation to crop care products. We are engaged in research & development (“R&D”), production, processing,
marketing and distribution of seeds comprising a wide range of hybrids and open pollinated varieties (“OPV”). We are also
involved in manufacturing, marketing and distribution of bio-stimulants, agrochemicals and speciality fertilizers aimed at
enhancing crop yield, crop protection and plant nutrition efficiency. As per the F&S Report, we are the fastest growing agro-
203sciences company within our listed peer set in India in terms of revenue growth, demonstrating a CAGR of 27.92% between
Fiscals 2023 to 2025, with focus on providing high quality seeds and crop care products. As per the F&S Report, we are one of
the most diversified agro-sciences companies in India during Fiscals 2023, 2024 and 2025, having product offerings in seeds
and crop care products.
With a strong focus on innovation-led growth, we provide our customers with hybrids and OPV seeds tailored to suit diverse
agro-climatic conditions and support enhanced productivity. We provide our customers a wide range of seeds across key crops
such as maize, paddy (rice), cotton, wheat, bajra (pearl millet) and a broad portfolio of vegetable seeds. As of June 30, 2025,
we have a product portfolio of 226 hybrids and OPV seeds for 47 crops. As per the F&S Report, our seed products such as
maize, paddy (rice), cotton, wheat, bajra (pearl millet) and vegetable seeds are known for their high yield, disease tolerance,
and adaptability to different climatic conditions.
We are also engaged in the development and manufacturing of a diverse range of crop care products, which includes
‘formulations’ for (i) bio-stimulants, (ii) agrochemicals (insecticides, fungicides, herbicides, plant growth regulators), and (iii)
speciality fertilizers (micro-nutrients and water-soluble fertilizers), through our Material Subsidiary, Srikar Biotech Private
Limited. Formulations refer to products composed of ‘active ingredients’ of chemical compounds in a product responsible for
achieving the desired effects on the target pests, and ‘additives’ for improvement of the product’s performance, stability, and
ease of use, in definite proportion obtaining well-defined target properties (“Formulations”). Additionally, our Material
Subsidiary, Srikar Biotech Private Limited is also engaged in the seeds business.
As of June 30, 2025, we have obtained 269 registrations for our agrochemical formulations from the Central Insecticides Board
& Registration Committee (“CIBRC”) and have applied for nine product patents for agrochemical products under the Indian
Patents Act, 1970. Further, as of June 30, 2025, we have 43 registrations for speciality fertilizer products under Fertilizer
(Control) Order (“FCO”), 1985, and 32 registrations for our bio-stimulant products from the Ministry of Agriculture and
Farmers’ Welfare.
Certain key milestones since our incorporation are illustrated in the infographic below:
Details of revenue generated from our product portfolio in Fiscals 2025, 2024 and 2023, including as a percentage of revenue
from operations are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentage of Revenue Percentage of Revenue Percentage of
(in ₹ million) Revenue from (in ₹ million) Revenue from (in ₹ million) Revenue from
Operations Operations Operations
(in %) (in %) (in %)
Seeds 2,782.41 63.02% 2,178.55 61.86% 1,805.78 66.93%
Bio-stimulants 720.03 16.31% 664.08 18.86% 395.16 14.65%
Agrochemicals 666.29 15.09% 484.67 13.76% 363.63 13.48%
204Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentage of Revenue Percentage of Revenue Percentage of
(in ₹ million) Revenue from (in ₹ million) Revenue from (in ₹ million) Revenue from
Operations Operations Operations
(in %) (in %) (in %)
Speciality Fertilizers 246.08 5.57% 194.72 5.53% 133.57 4.95%
Total 4,414.81 100.00% 3,522.02 100.00% 2,698.14 100.00%
Details of certain key products in our seeds portfolio, revenue contribution and track record are illustrated in the infographic
below:
Additionally, details of products in our crop care products portfolio, revenue contribution and track record are illustrated in the
infographic below:
205As of June 30, 2025, we have a pan-India presence and distribute our products across 18 states in India through our sales and
distribution network. Details of our pan-India operations as of June 30, 2025 are illustrated in the map below:
206We have a well-established supply chain network covering both our seeds and crop care products portfolio, with integrated
capabilities across production, processing, storage, and logistics. Our operations are guided by structured production planning
aligned with market demand and span the entire value chain, ranging from sourcing and manufacturing to warehousing,
processing, packaging and distribution. This ensures prompt availability and consistent quality of products across geographies
in which we operate. To ensure a timely supply and achieve connectivity with the farmers, we have in place warehouses and
carrying and forwarding (“C&F”) agents catering to 18 states across India. Additionally, we have a dedicated and trained team
for monitoring of our production fields to ensure quantity and quality, processing, packing and storage of seeds. Number of
total dealers and active dealers associated with us as of March 31, 2025, March 31, 2024 and March 31, 2023 are provided
below:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Total dealers* 16, 987 14,208 10,656
Active dealers# 7,705 6,794 6,260
*Total dealers represents the cumulative number of dealers associated with us up to the respective Fiscal year end.
#Active dealers represents the number of dealers who have actively transacted with us during the respective Fiscal year.
Seed development process is a key aspect of our business. As per the F&S Report, the seed industry is characterized by high
entry barriers due to the long development cycles and the need for a substantial and diversified germplasm pool. Germplasm
refers to the genetic material of plants, often stored as seeds, that is used for breeding, research, and conservation efforts. As
part of our R&D initiatives, we have entered into arrangements with various national and international agricultural research
institutions, state agricultural universities for obtaining germplasm materials, testing and evaluation of hybrids and OPVs and
licensing of seed varieties. Additionally, we have also entered into technology licensing agreement with a multinational
corporation. We believe that these arrangements play a vital role in advancing our capabilities in developing high-yielding and
stress-tolerant seeds. We undertake research and development activities for our seeds business through our ‘R&D farms’ taken
on a leasehold basis spread across 188.16 acres as of June 30, 2025, located in the states of Telangana, Karnataka, Rajasthan,
Madhya Pradesh, Bihar and Uttar Pradesh.
The steps undertaken in seed development process are illustrated below:
We undertake seed production through a network of grower farmers at ‘seed production farms’ across Andhra Pradesh,
Karnataka, Telangana, Chhattisgarh, Rajasthan, Haryana, and Gujarat. We have entered into short-term lease agreements with
207grower farmers for this purpose. Locations are selected on the basis of factors such as soil suitability, labour availability,
irrigation, and climate conditions.
In order to facilitate our business operations, we have our (i) Seed Processing Facility located at Mallapur (Telangana), which
is also equipped with a warehouse and cold storage unit; (ii) Crop Care Products Manufacturing Facility located at IDA
Nacharam (Telangana) and (iii) Cob Drying Unit located at Bandamailaram (Telangana). Further, we have two well-equipped
R&D laboratories located at IDA Nacharam (Telangana) for (a) development and testing of new hybrid and OPV seed varieties;
and (b) crop care products related research and development.
Our supply chain network for our seeds portfolio and crop care products portfolio is illustrated in the infographic below:
We are guided by the experience, vision and leadership of our Promoters, both of whom have 17 years of experience each in
the fields of plant physiology, biochemistry and agriculture. We have in place a professional and experienced management team
along with well-qualified professionals with substantial domain knowledge and sectoral experience leading key aspects of our
business. Number of employees on our payroll as of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 is
provided in the table below:
Particulars Number of employees on our payroll*
As of June 30, 2025 1,371
As of March 31, 2025 1,215
As of March 31, 2024 1,084
As of March 31, 2023 977
* Includes KMPs and SMPs
Key Financial and Operational Metrics
We have an established track record of delivering consistent financial performance. Details of our key financial and operational
metrics for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are provided below.
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from operations in ₹ million 4,414.81 3,522.02 2,698.14
208Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Growth in revenue from operations in % 25.35 30.54 NA
Revenue from Seeds segment in ₹ million 2,782.41 2,178.55 1,805.78
Revenue from Crop care segment in ₹ million 1,632.40 1,343.47 892.36
Average revenue per dealer in ₹ million 0.57 0.52 0.43
Earnings before interest, taxes, depreciation, and amortization in ₹ million 1,110.76 757.04 454.45
(EBITDA)
EBITDA margin in % 25.16 21.49 16.84
Profit after tax (PAT) in ₹ million 718.60 487.78 293.30
PAT margin in % 16.28 13.85 10.87
Return on capital employed in % 23.75 24.48 22.10
Return on equity ratio in % 34.60 33.14 27.12
R&D expenses in ₹ million 125.70 72.92 42.55
R&D expenses as a % of revenue in % 2.85 2.07 1.58
Revenue from products launched in the last three years (Seeds) as a in % 17.73 18.09 14.19
% of total revenue
Revenue from products launched in the last three years (Crop care) as in % 12.25 15.52 13.28
a % of total revenue
Working capital days in days 248 209 202
Inventory turnover ratio in times 1.95 2.47 2.45
Debt to equity ratio in times 1.12 0.92 0.88
Fixed assets turnover ratio in times 4.84 5.49 6.39
Operational KPIs
Number of new products launched (Seeds) in number 53 10 10
Number of new products launched (Crop care) in number 26 29 16
Number of dealers in number 7,705 6,794 6,260
State presence in number 18 16 14
Notes:
1. Revenue from operations is computed as the sum of revenue from sale of seeds and sale of crop care after deducting discount allowed
2. Growth in revenue from operations is computed as increase/decrease in revenue from operations in the current period divided by revenue from operations
for the previous period * 100
3. Revenue from Seeds segment (%) is computed as revenue from operations from Seeds segment as a % of revenue from operations, which helps in
ascertaining the contribution from the seed segment
4. Revenue from Crop Care segment (%) is computed as revenue from operations from Crop Care segment as a % of revenue from operations, which helps
in ascertaining the contribution from the Crop Care segment
5. Average revenue per dealer is computed as revenue from operations divided by number of active dealers at the end of the year
6. EBITDA is calculated as profit before tax and exceptional items plus (i) finance costs and (ii) depreciation and amortization expenses, less (i) other
income
7. EBITDA margin is calculated as EBITDA divided by revenue from operations * 100
8. PAT is profit after tax for the year
9. PAT margin is calculated as PAT divided by revenue from operations * 100
10. Return on capital employed is computed as earnings before interest and taxes (“EBIT”) for the year divided by average capital employed. EBIT is
calculated as profit before tax and exceptional items plus finance costs, less other income. Average capital employed is calculated by averaging the
opening and closing balance of capital employed. Capital employed is calculated by adding total equity, long term borrowings (including current
maturities of long-term borrowings), short term borrowings and deferred tax liabilities
11. Return on equity is computed as PAT for the year divided by average total equity. Total equity is calculated as the sum of equity share capital and other
equity
12. Research & development expenses for the year
13. R&D expenses as a % of revenue is computed as R&D expenses divided by revenue from operations *100
14. Revenue from products launched in the last three years (Seeds) as a % of total revenue is computed as revenue from new products commercialized (Seeds)
in the last three years divided by revenue from operations * 100
15. Revenue from products launched in the last three years (Crop Care) as a % of total revenue calculated as revenue from new products commercialized
(Crop Care) in the last three years divided by revenue from operations * 100
16. Debt to equity ratio is calculated as total debt divided by total equity
17. Inventory turnover ratio is computed as revenue from operations divided by average inventory. Average inventory is calculated by averaging the opening
inventory and closing inventory (inventory including biological assets)
18. Working capital days is computed as net working capital divided by revenue from operations multiplied by 365 days. Net working capital is calculated
as aggregate of trade receivables, inventories (including biological assets) and advance to suppliers minus trade payables and advance from customers
19. Fixed assets turnover ratio is computed by dividing revenue from operations by average total fixed assets. Average total fixed assets is calculated by
averaging the opening Total Fixed Assets and the closing Fixed Total Assets.
20. Number of new products launched (Seeds) refer to the total number of new seed products launched during the year
21. Number of new products launched (Crop Care) refer to the total number of new crop care products launched during the year
22. Total number of dealers refers to the total count of active dealers and distributors at the end of the fiscal year
23. State presence refers to the total number of states where the Company’s products are sold
209Strengths
Well-diversified agro-sciences company with scaled-up product portfolio consisting of seeds, bio-stimulants, agrochemicals
and speciality fertilizers.
We are a well-diversified agro-sciences company offering integrated ‘seed to harvest’ solutions through our broad-based
product portfolio comprising of seeds, bio-stimulants, agrochemicals, and speciality fertilizers. Details of our product portfolio
as of March 31, 2025, March 31, 2024 and March 31, 2023 are provided below:
Particulars Number of products as Number of products as Number of products as
of March 31, 2025 of March 31, 2024 of March 31, 2023
Seeds 226 173 163
Bio-stimulants 26 24 19
Agrochemicals 101 78 54
Speciality Fertilizers 19 18 18
For details of revenue generated from our product portfolio, see “ – Overview” on page 203. This diversified product portfolio
allows us to cater to the entire lifecycle of crop cultivation, from sowing and plant establishment to nutrition management and
crop protection, thereby enabling us to be a comprehensive solutions provider to the farming community. Owing to our
diversified portfolio with a comprehensive and reliable product line, we believe that we are able to establish brand equity and
trust among our customers. As per the F&S Report, farmers perceive us as a ‘one-stop’ agro-sciences company with end-to-
end solutions.
Our scaled-up product portfolio has resulted in strong operational and strategic synergies. We leverage common infrastructure
such as distribution networks, warehousing and logistics across our product verticals, enabling us to optimise resource allocation
and enhance cost efficiency, thereby allowing us to benefit from economies of scale. Further, cross-functional learnings and
agronomic insights from a particular product category contribute to more targeted R&D, product development and field trials,
helping us continuously improve our offerings and address farmer requirements in a structured manner. Importantly, our
diversified product portfolio also contributes to enhanced risk mitigation. Dependence on a single product category or crop can
expose agro-sciences businesses to cyclical volatility. Our balanced portfolio across crop segments, geographies and growing
seasons helps reduce concentration risks and insulates us from regional climatic variability, commodity price variables, and
regulatory disruptions affecting a specific category. As a result, we believe that we are better positioned to sustain stable
performance across crop cycles and market environments.
Our diversified offerings significantly strengthen our frontline commercial strategy. The availability of this wide portfolio of
products enables us to maintain consistent year-round engagement with dealers and farmers. This continuous engagement
enhances brand visibility and facilitates deeper relationships at the grassroots level. It also ensures that our sales and marketing
teams remain active across crop cycles, thus strengthening on-ground presence. Our broad-based portfolio also facilitates
effective cross-selling opportunities. For instance, a farmer who purchases our seeds, is more likely to procure our bio-
stimulants, agrochemicals, and speciality fertilizer products due to established brand familiarity, service reliability and
agronomic support. By offering complementary inputs required at various stages of crop development, we are able to increase
dealer stickiness and improve our share of wallet with existing dealers.
Pan-India presence with robust distribution network and strong farmer connect
We have established a pan-India presence by continually expanding our distribution network and grower farmer network,
supported by long-standing relationships with dealers and sustained engagement with farmers. Our supply chain infrastructure
is supported by warehouses and C&F agents catering to 18 states in India as of June 30, 2025, ensuring timely and reliable
delivery to our dealers across India. We have expanded our distribution network from 14 states in Fiscal 2023 to 18 states in
Fiscal 2025. The newly added states in Fiscals 2024 and 2025 are Tamil Nadu, Punjab, Himachal Pradesh and union territory
of Jammu & Kashmir. This expansion enables us to diversify geographically, access new markets, and reduce dependency on
any single region. Number of total dealers and active dealers associated with us as of March 31, 2025, March 31, 2024 and
March 31, 2023 are provided below:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Total dealers* 16, 987 14,208 10,656
Active dealers# 7,705 6,794 6,260
*Total dealers represent the cumulative number of dealers associated with us up to the respective Fiscal year end.
#Active dealers represent the number of dealers who have actively transacted with us during the respective Fiscal year.
Our scaled-up product portfolio facilitates a comprehensive and attractive value proposition to dealers, which has supported
both market penetration and cross-selling across product categories. We incentivise our dealers to promote the entire product
portfolio rather than standalone products, with an aim to enhance customer stickiness and deepen penetration while also
210ensuring loyalty within our dealer network. Number of dealers associated with us for more than three years, one to three years
and less than one year as of March 31, 2025 is provided below:
Period of Association Number of Dealers
Associated for more than three years as of March 31, 2025 1,672
Associated for a period of one to three years as of March 31, 2025 3,686
Associated for a period of less than one year as of March 31, 2025 2,347
These stable relationships with dealers serve as a strong distribution backbone and help to drive consistent demand throughout
the year. We also provide competitive channel margins and structured incentive programmes designed to encourage deeper
market reach and foster long-term loyalty within our dealer network.
Our on-ground farmer engagement strategy is built on a combination of traditional and digital touchpoints:
Through our field teams and marketing personnel, we organize crop demonstrations, field visits, and village-level meetings that
showcase product performance under local growing conditions. We believe that these engagements help build trust, drive
adoption, and improve brand recall. We also support our sales and outreach activities through initiatives such as jeep campaigns,
wall paintings, shop branding and crop shows, enabling grassroots-level awareness.
We also 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.
In order to enhance our farmer connect we undertake structured farmer outreach programmes across different crop stages to
enhance productivity and adoption of our products. During the pre-sowing period, we conduct farmer meetings and provide
guidance on input planning. During the sowing to vegetative stage, we deliver agronomic advisory via on-ground field officers
through “Srikar Kisan Seva”, assisting farmers in crop and seed selection, weed-control programmes and fertilizer application.
From the reproductive to harvest stage, we support pest and disease management through field demonstrations and timely alerts,
while also promoting yield improvement.
Strong focus on R&D with well-established processing, manufacturing and storage facilities
We place significant emphasis on R&D, which we consider integral to our ability to offer quality seeds and crop care products.
Seed development process, including germplasm development, is a key aspect of our business. Our R&D efforts are structured
around a systematic and scientific approach encompassing germplasm development, product innovation, and continuous field
testing under diverse agro-climatic conditions. Our R&D operations are backed by dedicated infrastructure and are led by a
qualified team of professionals. Number of employees engaged in R&D activities as of June 30, 2025, March 31, 2025, March
31, 2024 and March 31, 2023 are provided below, reflecting our continuous investment in building a knowledge-driven
innovation team:
Particulars As of June 30, 2025 As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Number of R&D employees 66 57 34 17
We undertake R&D activities for our seeds business through our ‘R&D farms’ spread across 188.16 acres as of June 30, 2025,
located in the states of Telangana, Karnataka, Rajasthan, Madhya Pradesh, Bihar and Uttar Pradesh. Our focus on R&D is
testified by a steady increase in acreage of our R&D farms, which were spread across ~84 acres as of March 31, 2023, ~96
acres as of March 31, 2024, ~100 acres as of March 31, 2025, and across 188.16 acres as of June 30, 2025. Our R&D farms are
utilized for screening of germplasm and for development, evaluation and testing of hybrids and OPVs. Our R&D farms are
present across multiple states, allowing us to evaluate the performance of our products across varied agro-climatic zones in the
country. Presence of our R&D farms across India as of June 30, 2025, is illustrated in the map below:
211We maintain a diverse germplasm pool that serves as the foundation for breeding hybrids and OPVs with improved traits such
as yield, improved quality parameters and resistance to biotic and abiotic stresses. We engage with various national and
international agricultural research institutions, state agricultural universities for validating germplasm materials and conducting
trials and tracking insights on trait stability, yield consistency, and adaptability.
In relation to seed products, our R&D team conducts extensive multi-location trials across agro-climatic zones to assess
genotype-environment interactions. This enables us to develop seed varieties best suited to specific regional conditions and
helps reduce crop failure risk due to climatic vagaries. We focus on breeding hybrids with desirable traits such as early maturity,
drought tolerance, pest and disease resistance, and higher yield potential. Through controlled environment techniques such as
off-season nurseries under polyhouses, we are able to fast-track the development of new seed varieties, thereby reducing the
R&D cycle. Our use of molecular breeding tools like marker-assisted selection supports precision in selecting parent lines with
desirable genetic traits, improving breeding efficiency and reducing trial-and-error in early stages.
In relation to crop care products, our R&D team focuses on developing new combinations of formulations tailored for Indian
agronomic conditions and farmer usage patterns. We conduct stability testing under varying temperatures and humidity levels
along with sieve testing to ensure long shelf life and field effectiveness of our formulations. Compatibility with other commonly
used products is also validated to support mix flexibility and consistent field performance of our formulations. Our R&D team
plays a key role in preparing technical dossiers of formulations for submission to the CIBRC, supporting faster regulatory
approvals. Our R&D is also focused on delivering customized micronutrient grades and bio-stimulant blends suited for specific
crops and growth stages, improving soil health as well as fertility and helping farmers achieve optimal productivity with
precision input usage.
Our continued R&D investments have led to a steady flow of newly-launched products across our businesses. Details of revenue
contribution from newly developed products during Fiscals 2025, 2024 and 2023, including as a percentage of revenue from
operations are provided below:
212Particulars Fiscal 2025* Fiscal 2024* Fiscal 2023*
Revenue Percentage Revenue Percentage Revenue (in Percentage
(in ₹ of Revenue (in ₹ of Revenue ₹ million) of Revenue
million) from million) from from
Operations Operations Operations
(in %) (in %) (in %)
Revenue from newly launched seeds 782.89 17.73% 637.05 18.09% 382.77 14.19%
Revenue from newly launched bio-stimulants 97.67 2.21% 67.21 1.91% 29.96 1.11%
Revenue from newly launched agrochemicals 427.57 9.68% 284.53 8.08% 194.66 7.21%
Revenue from newly launched speciality 15.69 0.36% 194.72 5.53% 133.57 4.95%
fertilizers
Total 1,323.82 29.99% 1,183.51 33.60% 740.97 27.46%
*Newly launched products in the immediately preceding three Fiscals have been considered for calculating revenue from newly launched products for the
respective Fiscal.
In addition, we have two well-equipped R&D laboratories located at IDA Nacharam (Telangana) for (a) development and
testing of new hybrid and OPV seed varieties and (b) crop care products related research and development. Both R&D
laboratories are recognised by the Department of Scientific and Industrial Research (“DSIR”), and the crop care products R&D
laboratory is also accredited by the National Accreditation Board for Testing and Calibration Laboratories (“NABL”).
We have well-equipped processing, manufacturing facilities and storage infrastructure, which include our (i) Seeds Processing
Facility located at Mallapur (Telangana), which is also equipped with a warehouse and cold storage unit; (ii) Crop Care Product
Manufacturing Facility located at IDA Nacharam (Telangana) and (iii) Cob Drying Unit located at Bandamailaram (Telangana).
For details, see “– Our Business Operations – Processing and Manufacturing Facilities” on page 229.
Fastest growing agro-sciences company in India supported by a strong marketing team
Our consistent growth in the agro-sciences sector is a function of our ability to address the diverse agronomic needs of Indian
farmers through a comprehensive product portfolio, wide geographic presence, and a deeply embedded marketing and
distribution network. As per the F&S Report, we are the fastest growing agro-sciences company within our listed peer set in
India in terms of revenue growth, demonstrating a CAGR of 27.92% between Fiscals 2023 to 2025, with focus on providing
213high quality seeds and crop care products. Between Fiscal 2023 and Fiscal 2025, our EBITDA margin expanded from 16.84%
to 25.16%, and our PAT margin improved from 10.87% to 16.28%.
Our portfolio of seeds, bio-stimulants, agrochemicals, and speciality fertilizers is designed to cater to various region-specific
challenges and crop-specific requirements. Our presence across 18 states covering varied agro-climatic zones allows us to
diversify risk and increase our market penetration in such regions. This adaptability is strongly backed by a robust marketing
function that focuses on both direct farmer engagement and channel partner development. Our on-ground team conducts
structured marketing activities including village-level meetings, crop demonstrations, jeep campaigns, wall postering and
paintings and dealer engagement programs. These are complemented by digital outreach strategies such as IVR campaigns,
WhatsApp messaging, vernacular-language videos, and social media-based engagement, helping us connect with more farmers
across the country.
Our marketing expenses for Fiscals 2025, 2024 and 2023, including as a percentage of revenue from operations are provided
below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in Percentage Amount Percentage Amount Percentage
₹ million) of Revenue (in ₹ of Revenue (in ₹ of Revenue
from million) from million) from
Operations Operations Operations
(in %) (in %) (in %)
Marketing expenses 432.10 9.79% 419.55 11.91% 294.48 10.91%
Additionally, we utilise digital tools to optimize communication, capture farmer feedback, and measure marketing
effectiveness. Our team of 1,094 sales and marketing professionals as of June 30, 2025, provides continuous on-ground support
and knowledge dissemination. Our ability to operate advanced processing and warehousing infrastructure, combined with
product-specific R&D capabilities, ensures quality, consistency, and relevance in our offerings. These core strengths - product
breadth and adaptability, innovation-led R&D, and strong supply chain and infrastructure - serve as key growth enablers.
The image below highlights our position as per the F&S Report as the fastest growing player within our listed peer set in the
agro-sciences sector, showcasing a 27.92% CAGR during Fiscal 2023 to 2025:
214Led by qualified and experienced Promoters and supported by a professional management team and strong corporate
governance
We have a dedicated management team with significant experience in our industry. We are guided by the experience, vision
and leadership of our Promoters, both of whom have 17 years of experience each in the fields of plant physiology, biochemistry
and agriculture. Our Promoters have played an active role in our development and expansion, and we benefit from their
educational qualifications and significant experience in the agro-sciences industry. In addition, we are led by a well-qualified,
diverse and experienced Board of Directors and SMPs, who have significant experience in our industry. Their expertise and
experience have driven our growth and provides us with an advantage as we seek to expand our presence in existing as well as
new markets. For details in relation to our Promoters, Directors, KMPs and SMPs, see “Our Promoters, Promoter Group and
Group Entities” and “Our Management” beginning on pages 279 and 259, respectively. In addition, continued talent
development is a key focus area for us. We believe that the skills and diversity of our Promoters, Directors, KMPs and SMPs
and employees gives us the flexibility and agility to adapt to the future needs of our business.
Strategies
Increasing market share in existing geographies, and also expand into untapped states in India as well as international
markets
We intend to strengthen our position in the domestic seed market by deepening penetration in states where we already have a
presence. These include states such as Haryana, Punjab, West Bengal, Odisha, Himachal Pradesh, Jharkhand, and Tamil Nadu.
As per the F&S Report, these states exhibit strong demand for key crops such as maize, paddy (rice), pearl millet and mustard,
and present significant headroom for increasing our market share given our existing product approvals and recognition in these
crops. We will aim to drive the expansion in existing and new geographies by (i) enhanced local marketing initiatives; (ii)
region-specific agronomic training programs; (iii) increased participation in agricultural expos and government-led subsidy
programs, and (iv) targeted engagement with Farmer Producer Organizations (“FPOs”) and B-to-B buyers.
Our growth in existing geographies is closely linked to the expansion and strengthening of our dealer network. We intend to
strengthen our dealer network by offering strong value propositions by offering competitive margins, marketing support, annual
meets, outstation tours, loyalty benefits, incentivising and presenting awards to outperforming dealers during the annual meets.
We intend to enhance farmer outreach, with initiatives such as field visits, demonstrations for potential products, village
meetings, providing publicity material such as mini kits, free samples for trail purpose, gifts to farmers. Additionally, we plan
to build stronger relationships with local influencers and progressive farmers to promote our products through structured crop
demonstrations.
We are targeting to access new regional markets such as Kerala, Uttarakhand and Assam. Our strategy for these regions includes
phased product introductions tailored to local agro-climatic conditions, organizing village-level awareness campaigns, and
leveraging state-level agricultural schemes to promote product adoption. On the international front, we have presence in Nepal
and Bangladesh as on the date of this Draft Red Herring Prospectus, and aim to increase our market share in these countries.
Further, we aim to enter emerging international markets such as West African countries, Vietnam, and Indonesia. As per the
F&S Report, Indian seed companies have strong export opportunities in neighbouring and emerging markets like Bangladesh,
Nepal, Indonesia, Vietnam, and West African countries, driven by demand for high-yielding, drought-tolerant, and affordable
seeds and India’s agro-climatic similarities and cost-effective R&D give it a competitive edge with crops like vegetables, maize,
paddy (rice), and cotton hybrids are particularly in demand.
Our strategy in these markets includes working with local partners for complying with regulatory requirements, conducting
trials, and distribution, supported by technical and marketing teams to customize solutions and drive adoption. As on the date
of this Draft Red Herring Prospectus, we have entered into a distributorship agreement with a West African company for
distribution of our seed products, and for conducting trials and demonstrations of our seed products for the relevant agroclimatic
conditions.
We aim to expand our market share in crop care products by increasing our market penetration in states with existing presence
such as Tamil Nadu, Uttar Pradesh, Bihar, West Bengal, Odisha, and Jharkhand, which, according to the F&S report, have high
potential for growth in crop care products. Additionally, we aim to engage with agricultural input retailers and agronomists to
promote adoption of our products through knowledge dissemination and efficacy trials. Internationally, our crop care products
strategy involves building on our presence in Nepal by introducing our agrochemicals and speciality fertilizers.
As a diversified agro-sciences company, we believe that we are uniquely positioned to leverage the complementarities between
our seeds and crop care products to penetrate new markets more effectively. The ability to offer “seed to harvest” solutions
positions us favourably with farmers and other B-to-B buyers, helping build trust and increasing conversion potential across
product lines. The overlap in end-user base also enables cost-efficient customer acquisition and deepens our presence in existing
regions, thereby aiding faster scale-up during geographic expansion.
215Continued focus on our R&D capabilities and development of new products
We aim to 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. We are undertaking efforts to develop new hybrids and
OPVs which are high yielding, tolerant to various biotic and abiotic stresses and that can be grown under different agro-climatic
zones.
Strengthening our R&D capabilities will require increasing our personnel involved in R&D activities. We have been
continuously adding new R&D personnel for testing and validating the research outcomes and for meeting the emerging market
requirements. Number of employees engaged in R&D activities as of June 30, 2025, March 31, 2025, March 31, 2024 and
March 31, 2023 are provided below, reflecting our continuous investment in building a knowledge-driven innovation team:
Particulars As of June 30, 2025 As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Number of R&D employees 66 57 34 17
We have also been increasing the R&D spend for strengthening our R&D capabilities. Details of our R&D expenses, including
as a percentage of total expenses and revenue from operations for Fiscals 2025, 2024 and 2023 are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a As a Amount As a As a Amount As a As a
(in ₹ percenta percentage (in ₹ percenta percentage (in ₹ percenta percentage
million) ge of of Revenue million) ge of of Revenue million) ge of of Revenue
Total from Total from Total from
Expenses Operations Expenses Operations Expenses Operations
(in %) (in %) (in %) (in %) (in %) (in %)
R&D expenses 125.70 3.50% 2.85% 72.92 2.46% 2.07% 42.55 1.81% 1.58%
We intend to increase our spend on R&D to further strengthen our R&D capabilities. We have R&D farms in Telangana,
Karnataka, Rajasthan, Madhya Pradesh, Bihar and Uttar Pradesh as of June 30, 2025. In addition, we have established R&D
farms in the states of Chhattisgarh, Jharkhand, and Maharashtra as on the date of this Draft Red Herring Prospectus. Further,
we intend to establish R&D farms in Punjab, West Bengal and Andhra Pradesh. Recently we have also adopted ‘Phenome’, a
data management software for crop phenotyping, analysis of research data and process automation for breeders.
Launching of new seed varieties usually is a prolonged process. Hence, to reduce the time taken for development of new seed
varieties, we intend to develop (i) a controlled environment facility infrastructure for ‘speed breeding technology’; and (ii) a
laboratory infrastructure for ‘doubled haploid (“DH”) breeding technology’. Speed breeding is an advanced plant breeding
technique that accelerates the development of new crop varieties by significantly reducing the time required for each generation.
DH breeding is a plant breeding technique used to rapidly produce completely homozygous (pure) lines from heterozygous
parents in a single generation, which accelerates the breeding process by eliminating the need for multiple generations of selfing,
which is traditionally required to achieve homozygosity. We are also investing in creating additional infrastructure to meet the
R&D requirements through developing poly houses, green houses for taking up crossing and testing in controlled conditions,
strengthening our laboratory facilities for ‘grow-out-testing’ (GOT) and pathological testing for varietal development; and
construction of cold rooms for storing the germplasm materials and parent seed of different crops.
Our consistent efforts in R&D have resulted in the release and commercialization of many hybrid and OPV seed varieties, and
we have multiple hybrids and OPVs in our R&D pipeline.
Details of the pipeline for hybrids and OPVs being developed by us are illustrated below:
Sr. Crop Key Features/Traits Number of Current stage of
No. Hybrids / development
OPVs
1. Hybrid Maize Yellow maize hybrids for terminal drought and disease tolerance suitable 2 Demonstration
for Kharif and Rabi
Yellow maize hybrid for cold tolerance with faster dry down suitable for 1 Demonstration
Rabi
Yellow maize hybrid for terminal drought and disease tolerance suitable for 1 Demonstration
Rabi
Single cross white maize hybrid suitable for Kharif and Rabi seasons 1 Multi location trial
Three-way cross white maize hybrid suitable for Kharif and Rabi seasons 1 Multi location trial
2. Hybrid Paddy Medium maturity hybrids with long bold grain type 2 Multi location trial
(Rice) Medium maturity hybrid with long slender grain type 1 Multi location trial
Medium maturity hybrid with medium bold grain type 1 Advanced hybrid trial
3. OPV Paddy Medium maturity with medium slender grain type 2 Multi location trial
(Rice) Medium maturity with medium bold grain type 1 Multi location trial
216Sr. Crop Key Features/Traits Number of Current stage of
No. Hybrids / development
OPVs
Medium maturity with long slender grain type 1 Multi location trial
4. Hybrid High yielding basmati hybrid 1 Advanced hybrid trial
Basmati
Paddy (Rice)
5. OPV Basmati Medium maturity with salinity tolerance and tolerance to bacterial leaf 1 Advanced varietal trial
Paddy (Rice) blight, sheath blight, and blast
6. Hybrid Cotton Medium maturity hybrid for north zone 1 Demonstration
Medium maturity hybrid for central & south zone 1 Demonstration
7. Hybrid Bajra Drought tolerant hybrid with long heads and bold seed type suitable for 1 Demonstration
(Pearl Millet) Kharif and summer
Lodging tolerant hybrid with synchronized tillering suitable for Kharif 1 Demonstration
Drought and heat tolerant hybrid with long heads and bold seed type suitable 1 Demonstration
for summer
8. OPV Wheat Dwarf, medium duration, heat tolerant, bio-fortified (High Zn and Fe 1 Advanced varietal trial
content) variety with resistance to yellow rust and, brown rust for North
Western Plains Zone (NWPZ) and North Eastern Plains Zone (NEPZ)
Early duration biofortified variety with good chapati making quality 1 Advanced varietal trial
suitable for central zone
9. Hybrid Medium duration hybrid with white rust tolerance 1 Demonstration
Mustard Medium duration hybrids with white rust tolerance 2 Initial hybrid trial
10. Hybrid Okra Medium tall plant type with intermediate resistance to Enation Linked Curl 2 Multi location trial
Virus (ELCV) & Yellow Vein Mosaic Virus (YVMV) suitable for North &
South India
Medium tall plant type with intermediate resistance to Enation Linked Curl 1 Initial hybrid trial
Virus (ELCV) & Yellow Vein Mosaic Virus (YVMV) suitable for North
and South India
Medium tall plant type with high resistance to enation linked curl virus 1 Initial hybrid trial
(ELCV) suitable for North India
11. Hybrid Medium long segment 10 Demonstration
Hot Pepper Long segment 3 Demonstration
Short segment 8 Demonstration
12. Hybrid Flat round fruit type suitable for Rabi, summer and rainy season 2 Initial hybrid trial
Tomato Saladette hybrid suitable for summer 2 Initial hybrid trial
Flat round fruit type suitable for Rabi, summer and rainy seasons 2 Initial hybrid trial
Saladatte hybrid suitable for Rainy seasons 1 Demonstration
13. Hybrid Bicolour/mottle green hybrid suitable for rainy, winter and summer seasons 1 Initial hybrid trial
Cucumber Green/dark green/poinsette hybrid suitable for rainy, winter and summer 1 Initial hybrid trial
seasons
White segment hybrid suitable for rainy, winter and summer seasons 1 Initial hybrid trial
14. Hybrid Water Sugar Baby- oval/round suitable for rabi and summer with tolerance to 1 Demonstration
Melon Gummy Stem Blight (GSB), Watermelon Bud Necrosis Virus (WBNV),
Watermelon Mosaic Virus (WMV) and fusarium wilt
Jubilee- Dragon type suitable for rabi and summer seasons with tolerance to 1 Demonstration
Gummy Stem Blight (GSB), Watermelon Bud Necrosis Virus (WBNV),
Watermelon Mosaic Virus (WMV) and fusarium wilt
Crimson Sweet- Suprit type suitable for rabi and summer with Gummy Stem 1 Demonstration
Blight (GSB), Watermelon Bud Necrosis Virus (WBNV), Watermelon
Mosaic Virus (WMV) and fusarium wilt
15. Hybrid Bitter Green, medium and long fruit suitable for winter and summer with tolerance 1 Initial hybrid trial
gourd to powdery mildew, downy mildew, Tomato Leaf Curl New Delhi Virus
(ToLCNDV), fusarium wilt and heat tolerance
Green, short fruit suitable for rainy, winter and summer seasons with 1 Initial hybrid trial
tolerance to powdery mildew, downy mildew, Tomato Leaf Curl New Delhi
Virus (ToLCNDV), fusarium wilt and heat tolerance
Green smooth, medium and long fruit suitable for rainy, winter and summer 1 Initial hybrid trial
seasons with tolerance to powdery mildew, downy mildew, Tomato Leaf
Curl New Delhi Virus (ToLCNDV), fusarium wilt and heat tolerance
White long fruit suitable for rainy, winter and summer seasons with 1 Initial hybrid trial
tolerance to powdery mildew, downy mildew, Tomato Leaf Curl New Delhi
Virus (ToLCNDV), fusarium wilt and heat tolerance
TOTAL 68
We believe that investing in R&D by leveraging our current capabilities will provide us a long-term growth opportunity and
better position ourselves to keep pace with the developments of our industry and meet the dynamic market requirements.
217Focus on expanding production capacities, operational efficiency and backward integration
To cater to the growing demand across our product portfolio, we aim to strategically expand our production infrastructure and
capabilities while also enhancing our operational efficiency and supply chain integration. We intend to invest in the expansion
of our seed processing infrastructure. We are in the process of entering into long-term agreements for captive seed processing
facilities, seed dryer units, and cold storage infrastructure. These steps are expected to significantly increase our processing and
storage capacities, enabling us to manage larger seed volumes and reduce turnaround time. In order to expand our production
capabilities, we intend to commence manufacturing speciality fertilizers at our facility located at IDA Nacharam (Telangana).
In addition, we are also identifying new warehouses at strategic locations to enhance storage and operational convenience. We
believe that this expansion will help us meet peak seasonal requirements in a timely and efficient manner and ensure better
inventory management across our distribution channels.
As part of our strategic roadmap for long-term self-sufficiency and cost optimization in our crop care products, we intend to set
up a ‘Technicals’ manufacturing facility. We believe that this backward integration initiative will (i) ensure consistent and
quality supply of technicals for our formulation requirements; (ii) reduce costs associated with outsourcing and third-party
procurement; and (iii) mitigate supply-side risks during periods of volatility.
To streamline field-level operations and enhance the visibility of our supply chain, we have recently integrated the ‘Pristinefulfil
Mobile Application’ into our operational workflow. This application will be used by our production and marketing teams to
digitally manage and monitor their daily activities, provide real-time data that supports better decision-making, planning, and
traceability. We believe that such steps towards digitalization of our supply chain processes is expected to bring qualitative and
quantitative improvements by reducing response times, improving inter-departmental coordination, and enhancing our ability
to track production and distribution metrics at a granular level.
Strengthening our business through effective branding and promotional activities
We believe that building a strong brand and enhancing our outreach to farmers are key to fostering loyalty, driving adoption of
our products, and improving market penetration. To achieve this, our branding and promotional strategy focuses on direct
farmer engagement, educational support, innovative marketing tools (both physical and digital), and the development of a robust
feedback and trust-building ecosystem. We also believe that incentivizing our dealer and farmer ecosystem is crucial for driving
brand loyalty and product trials. As part of our strategy, we have implemented structured dealer and farmer incentive programs
that reward sales achievements by dealers; promote product adoption and usage by farmers, particularly for new product
launches; and participation in our demonstration programs and feedback mechanisms. These schemes are designed to strengthen
channel relationships, drive early adoption, and promote word-of-mouth credibility.
To establish a direct and ongoing relationship with the farming community, we have launched ‘Srikar Kisan Seva’, a toll-free
helpline aimed at educating farmers on agronomic practices and providing guidance on the appropriate use of our seeds and
crop care products. Through this platform we also plan to take feedback from farmers and also help them in resolving their
queries. This initiative helps us better understand farmer needs, enabling us to tailor product development and marketing efforts
more precisely.
We intend to establish a ‘Farmer Connect’ application to strengthen our engagement with farmers through digital means. This
platform is intended to be designed to: offer agronomic education and crop-specific recommendations; provide direct
promotional incentives to farmers, and enable future e-commerce capabilities for seamless product access. We also aim to
provide soil testing services to farmers through our outreach program, helping them make informed decisions based on soil
fertility. Further, we plan to adopt QR code-based traceability application to improve logistics tracking and ensure effective
product distribution and transparency.
We are taking a dual-pronged approach to marketing through physical as well as digital channels: (i) physical marketing
activities include jeep campaigns, posters, hoardings, and field banners in key mandis and retail outlets; participation in kisan
melas, trade fairs, and exhibitions; on-field demonstrations showcasing the performance of our seed varieties and crop care
products; and distribution of promotional kits and crop care kits that combine our range of products; and (ii) digital marketing
initiatives include launching dedicated social media pages to showcase our product efficacy, success stories, and testimonials
from progressive farmers, promoting product videos, live field demos, and campaign reels on social media platforms
disseminating seasonal advisories and agronomy tips digitally to ensure farmer education beyond physical interactions. In order
to achieve the above objectives, we intend to have a dedicated digital marketing team solely focused on building online
engagement and monitoring feedback to design our promotion campaigns accordingly. Number of employees in our sales and
marketing department as of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, are provided below:
Particulars As of June 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Number of sales and marketing employees 1,094 928 932 888
We aim to continue to expand our sales and marketing department to strengthen our market reach.
218Through our promotional activities, we aim to reach underserved geographies; increase farmer awareness of new product
launches; strengthen seasonal visibility around sowing and harvesting windows and enhance physical and digital marketing
presence. Our promotional initiatives are illustrated in the image below:
OUR BUSINESS OPERATIONS
Our Product Portfolio
Seeds
We offer a diverse portfolio of 226 hybrid and OPV seeds across 47 crops. Our product portfolio includes crop seeds for maize,
paddy (rice), wheat, cotton, bajra, mustard, red gram, green gram, black gram, forage millet, Bengal gram, soyabean, groundnut,
jowar, fodder jowar, hybrid vegetable seeds such as okra, bottle gourd, green peas, capsicum, cucumber, ash gourd, beetroot,
cauliflower, marigold, muskmelon, pumpkin, snake gourd, radish, sponge gourd, cluster beans, knol khol, french beans, pole
beans, dolichos beans, bitter gourd, round gourd, ridge gourd, spinach, chilli, tomato, brinjal, watermelon, sweet corn, cabbage,
onion, coriander, and carrot.
The table below sets forth details of some of our key products and variants in the field crops and vegetable crops categories:
Product and Variants Key Features/ Traits Product Image
Field Crops
Maize
Srikar 1818 • Tall hybrid with a duration of 160 to 170 days
• Long and conical cob
• Fast dry down, non-lodging hybrid
• High yielding with high shelling percentage and cold
tolerance
• Suitable for rabi season
219Product and Variants Key Features/ Traits Product Image
Srikar 8199 • Matures in 115 to 125 days
• Long and conical cob
• High yielding with high shelling percentage
• Suitable for kharif & rabi seasons
Srikar Googul • Matures in 100 to 110 days
• Medium long and cylindrical cob
• High yielding with a high shelling percentage
• Suitable for spring or summer season
Srikar Aadi • Matures in 110 to 120 days
• Long and conical cob
• High yielding and high shelling percentage
• Suitable for kharif & rabi seasons
Paddy (Rice)
Srikar – 369 Gold • Matures in 115 to 120 days
• Average height of the crop is between 105 to 115
centimetres
• Moderately resistant to sheath blight, brown plant
hopper, and gall midge
• High tillering with high yield potential
• Suitable for kharif and rabi seasons
Srikar – 2123 • Matures in 110 to 115 days
• Average height of the crop is between 105 to 110
centimetres.
• Moderately resistant to sheath blight, brown plant
hopper, and gall midge
• High tillering with high yield potential and good grain
quality
• Suitable for kharif and rabi seasons
Srikar Aamani • Matures in 130 to 135 days
• Average height of the crop is between 115 to 125
centimetres
• Long panicle with medium slender grain
• Moderately resistant to sheath blight and stem borer
• High yield with good grain quality
• Suitable for kharif and rabi seasons
Srikar Fida • Matures in 130 to 135 days
• Average height of the crop is between 90 to 100
centimetres
• Long panicle with medium slender grain
• Moderately resistant to brown plant hopper and gall
midge
• High yielding and non-lodging
• Suitable for kharif and rabi seasons
220Product and Variants Key Features/ Traits Product Image
Srikar Vasantha • Matures in 120 to 125 days
• Average height of the crop is between 120 to 125
centimetres
• Long panicle with long bold grain
• Moderately resistant to brown plant hopper, stem borer,
and gall midge
• High yielding with high head rice recovery
• Suitable for kharif and rabi seasons
Wheat
SW - 306 • Matures in 130 to 135 days
• Average height of the crop is between 105 to 110
centimetres
• Thick, attractive and bright grain
• High number of hinges and resistant to lodging
• Tolerant to major diseases
• Suitable for all types of soils
SW - 459 • Matures in 125 to 130 days
• Average height of the crop is between 100 to 105
centimetres
• Suitable for all types of soils
• High number of hinges and resistant to lodging
• Rust resistant with good bread-making quality
Cotton
Srikar Jai Ho BG II • Matures in 160 to 165 days
• Chain bearing with six to eight bolls per sympodia
• High boll retention
• Suitable for the central and south zone
Srikar Dheera 09 BG II • Matures in 150 to 155 days
• Chain Bearing with six to eight bolls per sympodia
• Easy to pick
• Suitable for the central and south zone
Srikar Garuda 99 BG II • Matures in 160 to 165 days
• Long chain bearing with eight to ten bolls per sympodia
• Suitable for the central and south zone
Bajra
221Product and Variants Key Features/ Traits Product Image
Srikar Saaho • Matures in 80 to 85 days
• Average height of the crop is between eight to nine feet
• Very compact panicle
• Lodging tolerance
• High yield potential
• Suitable for kharif season
Srikar 279 • Matures in 75 days
• Average height of the crop is between seven to eight feet
• Lodging tolerance
• Downey mildew and blast tolerance
• High yield potential
• Suitable for kharif season
Vegetable Crops
Hot Pepper
Red Gold SV-999 • Large Plant Size
• Dual segment hybrid
• Average fruit length of 8 to 9 centimetres
• Average fruit girth of 1 centimetre to 1.1 centimetres
• Highly pungent fruits with a deep red fruit colour
Yogita SV-5355 • Fruits are pendent with attractive green colour and turn
deep red at maturity
• Average fruit length of 16 to 17 centimetres
• Average fruit girth of 1.5 centimetres
• Dual segment hybrid
Okra
Lunar SV-9 • Attractive dark green and slender fruits with five ridges
• Matures in 45 to 48 days of planting
• Good tolerance to multiple diseases and complex
viruses
Rashmikha SV-909 • Attractive dark green and slender fruits with five ridges
• Matures in 45 to 48 days of planting
• Easy to pick
• Good tolerance to multiple diseases and complex
viruses
Tomato
222Product and Variants Key Features/ Traits Product Image
Abhi SV- 405 • High Yield
• Matures in 65 to 70 days after transplanting
• Attractive red, flat round fruits
Bitter Gourd
Alpha SV - 1314 • Strong and vigorous vine and green to dark green
foliage
• Average fruit length of seven to eight centimetres
• Average fruit girth of three to four centimetres
• High yield and attractive green colour
Sponge Gourd
Luffa SV - 81 • Glossy dark green colour
• Average fruit length of 28 to 30 centimetres
• Average fruit girth of 2.8 to 3.2 centimetres
• Good longevity
Cauliflower
Nawal SV - 153 • Full dome shape white compact curds and granular
structure
• Matures 60 to 75 days after transplanting
• Good field holding capacity
Pumpkin
Karna SV- 45 • Matures in 75 to 80 days
• Multiple fruits per plant
• Average weight of 2.5 to 3 kg
• Smooth and slightly ridged, flat-round fruits with dark
green skin
• Attractive deep orange colour
Marigold
Sri Orange SV-81 • Average Height of 80 to 90 centimetres
• Attractive orange flower
• Matures in 45 to 50 days
Fruit Seeds
Watermelon
223Product and Variants Key Features/ Traits Product Image
Sugar Box SV - 612 • Icebox segment, indicating small size and ability to
fit iceboxes
• Average fruit weight of five kilograms to six kgs
• Attractive deep red colour
Musk Melon
Madhumati SV-801 • Matures in 60 to 75 days.
• Attractive, uniform round shape fruits with sutures
• Average fruit weight is 1-1.25 kg
• High Yield
We are involved across all stages of the seed processing ecosystem, starting from production of seeds to sales and distribution.
Details of the processing flow for our seeds business is illustrated in the infographic below:
Crop Care products
(i) Bio-stimulants
Bio-stimulants provide farmers with a comprehensive approach to crop management by offering bespoke solutions to
combat stresses, enhance plant growth and improve soil health. As of June 30, 2025, we have 32 registrations for our bio-
stimulant products from the Ministry of Agriculture and Farmers’ Welfare. Certain products from our bio-stimulants
portfolio are illustrated below:
224S. Key Products Uses Product Images
No.
1. Satta
Works for improving plant health, growth, and stress
tolerance
2. Gandeevam
(ii) Agrochemicals
Our agrochemicals portfolio consists of Formulations, and as of June 30, 2025, we have obtained 269 registrations for our
agrochemical formulations from the CIBRC and have applied for nine product patents for agrochemical products under the
Indian Patents Act, 1970.
We offer diverse products under our agrochemicals portfolio, such as herbicides, insecticides, fungicides, and plant growth
regulators. Certain key products from our diversified agrochemicals portfolio are illustrated below:
S. Category Key Products Uses Product Images
No.
1. Insecticide Sixer Designed to eliminate various insect pests,
particularly lepidopteran larvae (caterpillars),
thrips, mites, and whiteflies.
2. Herbicide Temborin Designed for, among others, usage in controlling
grass and broadleaf weeds in corn (maize) and
other crops.
3. Fungicide Carjeb Designed to offer protection against a wide range
of fungal diseases on various crops.
225S. Category Key Products Uses Product Images
No.
4. Plant Srigib Designed to accelerate the growth functions of the
Growth plant, promote seed germination, stem elongation,
Regulator flowering, and fruit development by acting
synergistically with plant metabolism.
Details of manufacturing process flowchart of our crop care business is illustrated in the infographic below:
(iii) Speciality Fertilizers
Speciality Fertilizers are aimed at enhancing soil fertility, stimulating root development and boosting crop yields. Under
this vertical, we manufacture various types of water-soluble fertilizers and performance products. As of June 30, 2025, we
have 43 registrations for speciality fertilizer products under FCO, 1985. Certain products from our speciality fertilizers
portfolio are illustrated below:
226S. Key Products Uses Product Images
No.
1. Triple Power Designed for correcting the nitrogen, phosphorus &
potash deficiency symptoms in plants.
2. Srikar Jack Plus Designed for correcting the zinc deficiency in plants.
3. All Max Designed for better crop growth and yield.
Seed Production
Seed Production Farms
We undertake seed production at our ‘seed production farms’ located across Andhra Pradesh, Karnataka, Telangana,
Chhattisgarh, Rajasthan, Haryana and Gujarat as of June 30, 2025, which we hold on a leasehold basis.
Location selection process: The farms selected should have good irrigation facilities, soil type, agronomically suitable for
growing the desired crop. Availability of labour, experienced grower farmers coupled with suitable climatic conditions are the
key for selecting the farms. As per the F&S Report, India is self-sufficient in fruits, vegetables and field crop seeds and is seeing
a potential growth in paddy and maize with main proven seed production areas for crops like maize at Eluru (Andhra Pradesh),
paddy at Karimnagar & Warangal (Telangana), cotton at Gajendragada, Sira (Karnataka), Gadwal (Telangana), wheat at Karnal
(Haryana) and Kota (Rajasthan). We produce our seeds in the aforementioned main proven seed production areas for their
respective crops.
Process of production and network: We produce the hybrid seeds through our grower farmer network spread across pan India.
Our field team supervises on regular basis the production farms throughout the crop period to attain the targeted quality and
quantity. We train the growers on a regular basis with respect to agronomy, productivity, and pest management. Field
monitoring during the critical stages of seed production is the key to attain quality. Currently we have a vast network of grower
farmers who produce seeds. Our supply chain team is experienced and previously associated with reputed MNCs and prominent
Indian seed companies.
Research and Development
R&D Farms
These farms are required for development of high-yielding and resilient varieties so as to work continuously on genetic
improvement to meet emerging challenges. Crops are grown in open fields under the breeders’ supervision at these farms. There
are two types of farms including (a) breeding farms; and (b) multi-location testing farms. The main objective of these farms is
to maintain the breeding/ germplasm materials, undertake planned crosses, create variations, diversity, and subsequently
selections are done for improved traits for yield and tolerance to biotic and abiotic stresses and to advance the selected material
227to the next generation. Identified probable good combinations are tested and evaluated in multi-location testing farms for their
stability and yield attributes as per the targeted breeding profile.
Generally, farms should be agronomically suitable for growing a healthy crop. The R&D farms are selected based on the 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.
We operate leasehold farms for taking up R&D and testing. 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.
• To verify trait expression (e.g., drought tolerance, pest resistance, nutrient-use efficiency) in various environmental
conditions.
The R&D testing process typically follows a structured and multi-stage approach. Details of the R&D testing process are
provided in the infographic below:
R&D Laboratories
Our R&D capabilities have enabled us to diversify our product portfolio and expand into new product categories. Our R&D
laboratories have separate divisions that undertake quality analysis, using advanced equipment such as high-performance liquid
chromatography, gas chromatography, atomic absorption spectrophotometer, to ensure that our products meet our internal
quality requirements.
We operate two R&D laboratories for seeds as well as crop care products business at Nacharam, Hyderabad. At these
laboratories our seeds and crop care products divisions undertake their in-house R&D activities and quality control analysis. At
the R&D laboratory for seed products, quality related tests are carried out for germination, physical purity, and trait purity
among others. We have walk-in germinator for conducting paper test as well as stress test. Our Company is taking up genetic
purity testing through molecular markers through simple sequence repeats (SSR markers) & DNA finger printing technology.
228This facility is also being utilized for crop improvement through molecular breeding. The R&D laboratory for crop care products
is a well-equipped testing facility with advanced equipment such as high-performance liquid chromatography (HPLC), gas
chromatography (GC), atomic absorption spectrophotometer (AAS) and other analytical equipment for quantitative and
qualitative analysis of our crop care products. The laboratory adopts stringent quality standards (BIS/ISO standards) and has
received Certificate of Accreditation from the NABL for its agrochemical testing facilities (ISO/IEC 17025:2017). Our products
undergo testing for various quality parameters i.e., purity of its compound, pH, moisture content, emulsion concentration,
solubility, stability, particle size, viscosity and other parameters. Both R&D laboratories are recognised by the DSIR.
Processing and Manufacturing Facilities
We operate our (i) Seed Processing Facility located at Mallapur (Telangana), which is also equipped with a warehouse and cold
storage using modern technology; and (ii) Crop Care Products Manufacturing Facility at IDA Nacharam (Telangana) and (iii)
Cob Drying Unit at Bandamailaram (Telangana). Additionally, we have two R&D laboratories at Nacharam (Telangana), which
primarily monitors the quality of our major raw materials and finished goods for our seeds and crop care products. Our total
processing, manufacturing and storage facilities span over 200,000 sq. ft. across India. We operate distribution points where
our processing and manufacturing facilities are located in order to minimise lead time and ensuring timely delivery of our
products to our dealer network.
Seed Processing Facility, Mallapur (Telangana): Our seed processing facility is an integrated facility with warehouses and a
cold storage unit under one roof and is located at Mallapur, Telangana, spanning across 18,876 sq. yds. The processing
machinery of ‘Cimbria’ make with two lines of 10 TPH capacity each along with automated form filling machines. We also
have a fully automatic cotton seeds packing machine with an installed capacity of 60,000 packets (450 gm) per day to meet the
timely dispatches to the market. We also have a cold storage facility with a storage capacity of 5,000 MT with latest technology
to maintain the germination and viability of our seed.
Crop Care Products Manufacturing Facility, IDA Nacharam (Telangana): Our crop care products manufacturing facility is
located at IDA, Nacharam, Telangana. Our manufacturing facilities are equipped with machinery which enables us to
manufacture a wide range of bio-stimulants, agrochemicals and speciality chemicals to effectively address the evolving trends
in the industry and meet the requirements of our customers.
Cob Drying Unit, Bandamailaram (Telangana): Our cob drying unit is located in the TSIIC seed processing cluster in
Bandamailaram, Siddipet district, Telangana with an installed capacity of 8,000 MT per annum. Here we dry the wet cobs
received from the production farms under controlled conditions to have good germination and viability. The dried cobs are then
shelled using specially designed shellers to maintain the quality of the seed. Raw seed is then dispatched to the warehouse for
further quality testing and processing.
Certain images of our facilities are illustrated below:
Seed Processing Facility - Mallapur (Telangana)
229Crop Care Products Manufacturing Facility - IDA Nacharam (Telangana)
230Cob Drying Unit, Bandamailaram (Telangana)
231Capacity and Capacity Utilization
Please see below the details of installed capacity, actual production and capacity utilisation of our processing and manufacturing facilities:
Particulars Unit of Measurement Fiscal 2023 Fiscal 2024 Fiscal 2025
Seed Processing Facility, Mallapur (Telangana)*
Installed Capacity(1) MT - 21,600.00 21,600.00
Actual Production(2) MT - 9,391.00 14,520.00
Capacity Utilization(3) % - 43.48 67.22
Seed Processing Facility, IDA Nacharam (Telangana)*
Installed Capacity(1) MT 10,800.00 - -
Actual Production(2) MT 8,000.00 - -
Capacity Utilization(3) % 78.85 - -
Cob Drying Unit, Bandamailaram (Telangana)
Installed Capacity(1) MT 8,000.00 8,000.00 8,000.00
Actual Production(2) MT 4,500.00 5,300.00 6,200.00
Capacity Utilization(3) % 56.25 66.25 77.50
Crop Care Products Facility, IDA Nacharam (Telangana)
Installed Capacity(1) MT 6,705.80 7,765.89 9,971.90
Actual Production(2) MT 4,099.72 4,221.61 5,505.73
Capacity Utilization(3) % 61.14 54.36 55.21
* Seed Processing Facility, IDA Nacharam was fully relocated to Seed Processing Facility, Mallapur (Telangana) in May 2023.
Notes:
(1) The information relating to the installed capacity of the processing and manufacturing facilities as of the dates included above are based on various assumptions and estimates that have been taken into account for calculation of the
installed capacity.
(2) The information relating to the actual production at the processing and manufacturing facilities as of the dates included above are based on the following assumptions: The machines are running for 150 days a year, one shift of 8 hours
each.
(3) Capacity utilization has been calculated on the basis of actual production during the relevant period divided by the aggregate installed capacity of relevant processing and manufacturing facilities as of at the end of the relevant period.
232Production, Procurement and Raw Materials
Seed Products: We undertake seed production through a network of grower farmers at ‘seed production farms’ across Andhra
Pradesh, Karnataka, Telangana, Chhattisgarh, Rajasthan, Haryana, and Gujarat.
Crop Care Products: We source raw materials required for manufacturing our bio-stimulants, agrochemicals and speciality
fertilizers from third party manufacturers, depending on the availability and pricing dynamics. These include chemicals such
as zinc sulphate monohydrate, mono potassium phosphate, potassium nitrate, calcium nitrate, emamectin benzoate,
chlorantraniliprole, and cypermethrin amongst others. We continue to develop and maintain our relationship with the third-
party suppliers to ensure timely delivery of raw materials.
Our cost of goods sold is a significant portion of our total expenses. Our cost of goods sold primarily consists of production
expenses, raw material for bio-stimulants, agrochemicals, and speciality fertilizers and packaging charges. Details of the cost
of materials consumed, including as a percentage of total expenses and revenue from operations for Fiscals 2025, 2024 and
2023 are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a As a Amount As a As a Amount As a As a
(in ₹ percenta percentage (in ₹ percentage percentage (in ₹ percenta percentage
million) ge of of Revenue million) of Total of Revenue million) ge of of Revenue
Total from Expenses from Total from
Expenses Operations (in %) Operations Expenses Operations
(in %) (in %) (in %) (in %) (in %)
Cost of goods sold* 2,146.06 59.83% 48.61% 1,780.49 60.17% 50.55% 1,495.44 63.67% 55.42%
*Total of (a) cost of material consumed and (b) changes in inventories of finished goods.
Details of raw materials and packaging materials purchased from our top three suppliers, top five suppliers and top 10 suppliers
for Fiscals 2025, 2024 and 2023, including as a percentage of total purchases is as provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Purchases As a percentage Purchases As a percentage Purchases As a percentage
(in ₹ million) of Total (in ₹ million) of Total (in ₹ million) of Total
Purchases (in %) Purchases (in %) Purchases (in %)
Top three suppliers 664.16 21.25% 844.85 44.24% 623.23 31.19%
Top five suppliers 783.93 25.08% 957.11 50.12% 727.68 36.42%
Top 10 suppliers 956.47 30.60% 1,111.46 58.20% 881.41 44.12%
Note: Names of suppliers have not been included in the above table on account of non-receipt of consents.
Supply Chain Management
Our supply chain management system is designed to ensure the timely availability of products and to effectively satisfy
consumer demand, which requires rapid turnaround times and seamless coordination among our dealers, production units, and
storage facilities. We employ a robust, technology-enabled supply chain framework in order to optimize our inventory levels,
reduce operational costs, and maintain flexibility in response to evolving consumer preferences and fluctuating product demand.
This framework continuously monitors and manages our operational processes, transportation and logistics activities, as well
as inventory levels across all facilities.
We have strategically invested in decentralizing our supply chain infrastructure by recognizing the importance of
responsiveness and efficiency. Our supply chain infrastructure is supported by warehouses and C&F agents catering to 18 states
in India as of June 30, 2025, ensuring timely and reliable delivery to our dealers across India. This geographic diversification
allows us to effectively serve local and regional markets, minimize transportation and distribution costs, and ensure timely
delivery of products to our customers. We supply seeds, bio-stimulants, agrochemicals and speciality chemicals through an
established network of authorised dealers.
In addition, we rely on third party transportation and logistics providers for delivery of our raw materials and products. For
details in relation to risk associated with third party transportation and logistics providers, see “Risk Factors - We are dependent
on the availability of timely and cost-efficient third-party transportation and logistics service providers for certain operations
including transportation of raw materials, distribution and delivery of our products. Any defect, damage or destruction caused
to our products could adversely affect our business, financial condition and results of operations” on page 48.
Inventory Management
Our products are stored on-site at our processing and manufacturing facilities and at our warehouses and we have engaged C&F
agents to ensure last mile connectivity with farmers. Our seeds processing facility located at Mallapur (Telangana) is also
equipped with a warehouse and cold storage unit for inventory management. We store our products based on historical levels
233of sales and anticipated future demand. We have various standard operating procedures in place for good storage practices,
handling and disposal of leaky, damaged, expired and near expiry stock, stock reconciliation, and other warehouse operations
to effectively manage the inventory in our warehouses.
Our production and inventory planning operates on a monthly basis, with adjustments made to the production schedule
depending on actual orders and seasonal demand. We monitor our production closely to ensure that both raw materials and
finished goods inventory levels remain adequate across our facilities and warehouses. For raw materials, inventory is managed
based on lead times and anticipated demand, ensuring that we can meet production needs without interruption, especially during
peak agricultural seasons.
Sales and Marketing
Our commercial operations are supported by a structured sales and marketing team of 1,094 employees as on June 30, 2025,
comprising various functional designations. The head of sales oversees our sales and marketing function, and is supported by
zonal managers, regional sales managers, area sales managers, territory sales managers, sales officers, sales trainees, marketing
development officers and field assistants. The team is responsible for sales planning, dealer coordination, market development,
execution of promotional activities, conduct of field demonstrations and provision of operational support. This organisational
structure facilitates the effective implementation of our market strategy, engagement with dealers and the achievement of our
sales and revenue objectives.
Dealer Network
We supply seeds and crop care products through an established network of dealers. 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 seeds and crop
care products 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 coordination 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 seeds and crop care products to our customers across India
within the requisite timeframes. To ensure timely supply and availability of our products as well as achieve last mile
connectivity with the farmers, our products are distributed from our manufacturing facility-based warehouses and C&F agents
catering to 18 states (including Union Territories) across India as of June 30, 2025.
Environment, Sustainability, Health and Safety
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” on page 238. We are committed to ensuring a safe and healthy workplace
for our employees while striving to minimise our impact on the environment. We implement work safety measures to ensure a
safe working environment including general guidelines for health and safety at our processing and manufacturing facilities,
accident reporting, wearing safety equipment and maintaining clean and orderly work locations.
Quality Control and Certifications
Our products undergo a strict quality control processes and checks. Additionally, we have two R&D laboratories at Nacharam
(Telangana), which primarily monitor the quality of our major raw materials and finished goods for our seeds and crop care
products.We have implemented a quality control system that monitors and optimizes our entire manufacturing process. We
have a dedicated staff for inspecting and ensuring the quality of seeds for further processing and storing. We strive to ensure
that our seeds meet the required quality parameters such as germination, genetic purity, physical purity and vigour, to produce
the expected yields and maximize profitability for farmers, who are the end consumers of our products. We adhere to our pre-
determined quality assurance standards during production and our quality assurance teams inspect the seed crops independently
at the key stages of the hybridization process, in addition to regular inspections by our production team. We have received
quality certifications such as ISO 9001:2015 for our quality management systems. Our R&D laboratory in Nacharam
(Telangana) (for crop care products) has been granted an ISO/IEC 17025:2017 certificate for meeting the ‘General
234Requirements for the Competence of Testing & Calibration Laboratories’ issued by NABL for its testing facilities and both
R&D laboratories in Nacharam (Telangana) (for seeds products and crop care products) are recognised by the DSIR.
Intellectual Property
For details in relation to our intellectual property, please see “Government and Other Approvals - Intellectual Property” on
page 389 and 394, respectively. For details of risks associated with intellectual property, see “Risk Factors - Any failure to
protect our processes, technologies, product patents or our intellectual property rights may have an adverse effect on our
business, financial condition, and results of operations.” on page 56.
Human Resources
Our employees and contract labourers contribute significantly to our business operations. As of June 30, 2025, we have 1,371
employees on our payroll. Due to the seasonal nature of our business, we also enter into arrangements with third party
contractors’ companies for the supply of contractual labourers as per business requirements.
The table below sets forth details of employees on our payroll as of June 30, 2025:
Department Number of employees on our payroll
Management, KMPs and SMPs 11
Manufacturing & Operations 132
Sales & Marketing 1,094
R&D 66
Finance & Legal 40
Human resources and Administration 14
Quality control 12
Health, Safety & Environment 1
Information Technology 1
Total 1,371
Insurance
Our business is subject to various risks inherent in the agro-sciences industry. Accordingly, we have obtained, inter alia,
standard fire and special perils insurance policy, worker’s welfare insurance, ‘Bharat Laghu Udyam Suraksha’ insurance,
burglary insurance, public liability insurance policy and group mediclaim policy. For details of risks in relation to insurance
coverage, see “Risk Factors - Our insurance coverage may be inadequate, which could have an adverse effect on our financial
condition and results of operations” on page 59.
Competition
As per the F&S Report, the competitive landscape of the Indian agrochemicals market is dynamic, characterized by the presence
of numerous players ranging from global multinational corporations to domestic firms. The key players in the agrochemicals
business include, amongst others, UPL India, Bayer Crop Science Limited, and Sumitomo Chemicals India Limited. As per the
F&S report, the organized seed market in India in 2024 contributes to ~58% of the entire market with known seed production
companies and public entities. Organized sector comprises multinational companies such as Bayer, BASF, Corteva, Advanta
seeds, along with Indian companies such as Mahyco, Ankur seeds, Rasi seeds, VNR seeds, Nuziveedu Seeds, Ajeet seeds, Nath
Bio gene, Tata Rallis, Kaveri seeds and many others.
Corporate Social Responsibility
We have constituted a Corporate Social Responsibility (“CSR”) policy in accordance with the requirements of the Companies
Act, 2013, and the rules thereunder. Our Board of Directors have also formed a CSR Committee. We undertake our CSR
ventures through the Dr. Linga Foundation, which supports healthcare, educational institutions, provides scholarships and
student aid. During Fiscal 2025, Fiscal 2024 and Fiscal 2023, we spent ₹11.95 million, ₹5.74 million and ₹0.79 million
respectively, on our CSR activities. The unspent CSR amount of ₹0.69 million and ₹4.19 million respectively for Fiscal 2024
and Fiscal 2023 was deposited with the PMCARES fund.
Material Properties
Details of our material properties as of the date of this Draft Red Herring Prospectus are provided below:
S. Location Property Description Leasehold/ Owned Date of Lease Ownership/ Lease Lease term
No. Deed/ Acquisition Details
Date
Registered and Corporate Office
235S. Location Property Description Leasehold/ Owned Date of Lease Ownership/ Lease Lease term
No. Deed/ Acquisition Details
Date
1. Nacharam Shed-2, Plot No. A11 & Leased April 1, 2025 Sub-leased by April 1, 2025, to
(Telangana) A12/1, IDA Nacharam, Eldorado Agritech February 28, 2026
Medchal, Hyderabad – Limited from Srikar
500076, Telangana, India Biotech Private
Limited
Seed Processing Facility, Mallapur (Telangana)
1. Mallapur Sy.No: 162/1, Mallapur, Owned July 14, 2021 Owned by Eldorado N/A
(Hyderabad) 11,734.09square meters Agritech Limited
under GHMC, Kapra Circle,
Uppal Mandal, Medchal-
Malkajgiri, Hyderabad East,
Telangana, India.
Sy.No: 162/1, Mallapur, Leased February 4, 2025 Leased by Eldorado February 4, 2025, to
measuring 4,046.24 square Agritech Limited January 3, 2026
meters under GHMC, Kapra from Srikar Biotech
Circle, Uppal Mandal, Private Limited
Medchal-Malkajgiri,
Hyderabad East, Telangana,
India
Crop Care Products Manufacturing Facility, IDA Nacharam (Telangana)
Plot No. A11 & A12/1, IDA Owned July 10, 2013 Owned by Srikar N/A
Nacharam, measuring Biotech Private
2,575.96 square meters, Limited
Medchal, Hyderabad –
500076, Telangana, India
Plot No. A11/A12/1 Leased April 1, 2025 Leased by Srikar April 1, 2025, to
measuring an extent Biotech Private March 31, 2026
2,575.96 square meters, IDA Limited from Srikar
Nacharam, Medchal, Organics India
Hyderabad – 500076, Limited
Telangana, India.
Plot Nos. A11& A12/1 Leased February 4, 2025 Leased by Srikar February 4, 2025, to
measuring an extent of Biotech Private January 3, 2026
2,128.00 square meters, IDA Limited from
Nacharam, Medchal, Biogene Bioscience
Hyderabad – 500076,
Telangana, India.
1. Nacharam Plot No. A11/A12/1 Leased August 4, 2025 Leased by Srikar August 4, 2025, to
( Telangana) measuring an extent 471.58 Biotech Private July 3, 2026
square meters, IDA Limited from a third
Nacharam, Medchal, party
Hyderabad – 500076,
Telangana, India.
Plot No. A11/A12/1 Leased April 4, 2025 Leased by Srikar April 4, 2025, to
measuring an extent Biotech Private March 3, 2026
2,374.57 square meters, IDA Limited from a third
Nacharam, Medchal, party
Hyderabad – 500076,
Telangana, India.
Plot No. A11/A12/1 Leased February 4, 2025 Leased by Srikar February 4, 2025 to
measuring an extent Biotech Private January 3, 2026
1,953.00 square meters, IDA Limited from
Nacharam, Medchal, Eldorado Agritech
Hyderabad – 500076, Limited
Telangana, India.
Cob Drying Unit, Bandamailaram (Telangana)
1. Banda Plot No. 75 & 86 measuring Owned January 2, 2021 Owned by Eldorado N/A
Mailaram an extent of 4,495.00 square Agritech Limited
(Telangana) metres at Agro Processing
Park, Bandlamailaram (V),
Mulugu (M), Siddipet
District
R&D Laboratories (Seeds and Crop Care Products)
236S. Location Property Description Leasehold/ Owned Date of Lease Ownership/ Lease Lease term
No. Deed/ Acquisition Details
Date
1. Nacharam Plot No. A11 & A12/1, IDA Owned July 10, 2013 Owned by Srikar N/A
(Telangana) Nacharam, Medchal, Biotech Private
Hyderabad – 500076, Limited
Telangana, India. Leased April 1, 2025 Sub-leased by April 1, 2025, to
Eldorado Agritech February 28
Limited from Srikar
Biotech Private
Limited
Awards and Accreditations
For details of our awards and accreditations, please see “History and Certain Corporate Matters - Key awards, accreditations
certifications, and recognitions received by our Company” on page 248.
237KEY REGULATIONS AND POLICIES
The following is an indicative summary of certain relevant industry specific laws, regulations and policies in India which are
applicable to our business and operations. The information available in this section has been obtained from publications
available in public domain. The description of laws and regulations set out below may not be exhaustive and is only intended
to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice.
The statements below are based on the current provisions of the Indian law, which are subject to amendments or modification
by subsequent legislative actions, regulatory, administrative, quasi-judicial, or judicial decisions. For details, see “Risk
Factors” on page 33.
Under the provisions of various Central Government and State Government statutes and legislations, we are required to obtain
and regularly renew certain licenses or registrations and to seek statutory permissions to conduct our business and operations.
For details of such licenses and registration required to be obtained by our Company, see “Government and Other Approvals”
on page 386.
Business related laws
The Seeds Act, 1966 (“Seeds Act”) and the Seeds Rules, 1968 (“Seeds Rules”)
The Seeds Act is a central legislation, promulgated on December 29, 1966 to regulate the quality of seeds sold for agriculture.
The Seeds Act aims to ensure that farmers get access to high-quality seeds, promote agricultural productivity, and prevent the
sale of substandard seeds. The Seeds Act provides for the establishment of a Central Seed Committee (“CSC”), which is
responsible for advising the Central and State Governments on matters arising from the administration of the Seeds Act. The
Central Seed Laboratory is also established under the Seeds Act to carry out the functions entrusted to it, including testing seed
samples.
The Seeds Act mandates that any person who intends to carry on the business of selling, keeping for sale, or exporting seeds
must be registered and obtain a certification from a competent authority. Seeds that are certified must conform to the standards
of germination, purity, and other prescribed criteria, and must be labelled correctly. The certification of seeds is done by a State
Seed Certification Agency, or any other agency authorized by the Central Government, and certified seeds may only be sold if
they meet the prescribed standards.
The Seeds Rules were enacted under the Seeds Act for facilitating implementation of the provisions of the Seeds Act. It
classifies seeds into three classes, namely foundation seeds, registered seeds and certified seeds, and lays down standards for
each class. The Seeds Rules defines a ‘certified seed’ as a seed that fulfils all requirements for certification under the Seeds Act
read with the Seeds Rules. The container in which the certified seed is sold or supplied must contain a certification tag. A
‘certified seed producer’ is defined under the Seeds Rules as a person who grows or distributes certified seed in accordance
with the procedure and standards of the certification agency. Under the Seeds Rules, every label or mark is required to specify
among others, (i) the particulars as specified under the Seeds Act, (ii) a correct statement of the net content in terms of weight
and expressed in metric system, (iii) the date of testing, and (iv) if the seed has been treated, then a statement indicating that
the seed has been treated by a commonly accepted chemical or provide the abbreviated chemical (generic) name of the applied
substance and a precautionary statement such as “Do not use for food, feed or oil purposes” if the substance of the chemical
used is harmful to human beings or other vertebrae animals or “Poison” displayed prominently in type, size and red if it contains
mercurials or similar toxic substances, (iv) the name and address of the person who offers for sale, sells or otherwise supplies
the seeds and who is responsible for its quality, and (v) the name of the seed as notified under the Seeds Act. It is the
responsibility of the person whose name appears on the mark or label on the container to ensure the accuracy of the information
required to appear on the mark or label so long as it is in an unopened original container. Procedure for providing seed samples
for analysis has also been laid down by the Seeds Rules, wherein containers must bear, amongst other things, (i) serial number,
(ii) date and place of taking sample, (iii) kind and variety of seed for analysis, etc.
The Seeds Rules prescribe that no person shall sell, keep for sale, offer to sell, barter or otherwise supply any seed of any
notified kind or variety, after the date recorded on the container, mark or label. This date shall be the date up to which the seed
is expected to retain the germination and should not be less than the minimum limits of germination and purity prescribed under
the Seeds Act. Further, the Seeds Rules, among others prescribes the following requirements on a person engaged in the business
of sale of seeds: (a) such person shall not alter, obliterate or deface any mark or label attached to the container of any seed and
(b) such person should maintain a complete record of each lot of seeds sold for a period of three years, except that any seed
sample may be discarded one year after the entire lot represented by such sample has been disposed of.
The Draft Seeds Bill, 2019 (“Seeds Bill”)
The Seeds Bill seeks to replace the Seeds Act and provides for the compulsory registration of all varieties of seeds for sale,
import, or export, ensuring that such seeds conform to the prescribed minimum standards of germination, physical purity,
genetic purity, and seed health. Under the Seeds Bill, transgenic seeds would only be permitted if the applicant had clearance
from the Environment (Protection) Act, 1986. It mandates that no person shall carry on the business of selling, keeping for sale,
238offering to sell, exporting, or importing seeds unless the variety is registered by the competent authority. The Seeds Bill
strengthens the seed certification process by making it mandatory for certified seeds to meet higher standards of quality and
labelling.
New Policy on Seed Development, 1988 (“NPSD”)
The Government of India (“GoI”) launched the NPSD for the purpose of regulating the import of agricultural items into India.
It permits the import of high-quality seeds, including oilseed crops, pulses, coarse grains, vegetables, flowers, ornamental plants,
tubers, bulbs, cuttings, and saplings of flowers, under the monitoring of an Open General License (“OGL”), aimed at enhancing
productivity and thereby increasing farm income. Private seed-producing firms are required to compulsorily register with the
National Seeds Corporation (“NSC”) prior to importing seeds. The import of horticultural crops, including flowers, necessitates
a recommendation from the Directors of Horticulture, while the import of crop seeds requires permission from the Indian
Council for Agricultural Research (“ICAR”).
National Seeds Policy, 2002
The Seeds Policy was launched by the GoI to enhance the availability of high-quality seeds to farmers and to promote the
development of the seed industry in India in order to achieve the food production targets of the future. Seeds Policy aims to
ensure that farmers have access to a diverse range of quality seeds to increase agricultural productivity and improve farm
incomes. Under the Seeds Policy, the GoI encourages the engagement of private sector in seed production and distribution
while underscoring the significance of research and development in seed technology. The Seeds Policy further advocates for
the establishment of a comprehensive regulatory framework for the certification of seeds, thereby ensuring that all seeds
marketed conform to the prescribed quality standards. It envisages the development of National Seed Grid to provide
information on availability of different varieties of seeds with production details. The Seeds Policy advocates for promotion of
seed village to increase the production and make available the seeds in time as well as upgrading the quality of farmers’ saved
seeds.
Under the Seeds Policy, transgenic crops/varieties are tested to determine their agronomic value for at least two seasons by the
ICAR before any variety is commercially released in the market. Performance of commercially released varieties are monitored
for at least 3 to 5 years by the Ministry of Agriculture and State Departments of Agriculture. All seeds imported into the country
are required to be accompanied by a certificate from the Competent Authority of the exporting country regarding their transgenic
character or otherwise. Packages containing transgenic seeds/planting materials carry a label indicating their transgenic nature
including the agronomic/yield benefits, names of the transgenes and any relevant information.
The Seeds (Control) Order, 1983 (“Seeds Order”)
The Ministry of Civil Supplies through an order dated April 24, 1983 had declared the seeds for sowing or planting materials
of food crops, fruits, vegetables, cattle fodder and jute to be essential commodities in exercise of power conferred by Section
2(a) (viii) of Essential Commodities Act, 1955. It was followed by the issue of Seeds Order dated December 30, 1983 by the
Ministry of Agriculture, Department of Agriculture and Co-operation in exercise of powers under section 3 of Essential
Commodities Act, 1955 which deals with Central Government’s power to control, and regulate production, supply and
distribution of essential commodities. The Seeds Order was promulgated in order to ensure the production, marketing and equal
distribution of the seeds. The Seeds Order provides that no person can carry on the business of selling, exporting or importing
seeds at any place except in accordance with the licence granted to him under this Order. Every person who intends to sell or
distribute seeds must make an application to the licensing authority appointed under the Seeds Order. It empowers the Central
Government to regulate the sale and distribution of seeds. The Controller has the power to direct a producer or a dealer to sell
or distribute any seed in such manner as specified if the controller is of the opinion that such direction is necessary with regards
to public interest. Further, the Seeds Order also appoints the Inspector for securing compliance with the order.
The Electricity Act, 2003 (“Electricity Act”) and The Electricity Rules, 2005 (“Electricity Rules”)
The Electricity Act consolidates the laws relating to generation, transmission, distribution, trading and use of electricity. It lays
down provisions in relation to transmission and distribution of electricity. It states that the Central Electricity Authority may in
consultation with the State Government specify suitable measures for specifying action to be taken in relation to any electric
line or electrical plant, or any electrical appliance under the control of a consumer for the purpose of eliminating or reducing
the risk of personal injury or damage to property or interference with its use.
Electricity Rules define the requirements for captive generating plants, mandating not less than twenty-six percent ownership
and fifty-one percent annual consumption by captive users. They also describe the distribution system and require transmission
licensees to comply with directions from Load Despatch Centres for system availability. Furthermore, distribution licensees are
obligated to establish a Consumer Redressal Forum and cooperate with an Ombudsman appointed by the State Commission.
The Electricity Rules address tariffs, permit inter-State trading license holders to trade intra-State, and specify procedures for
appeals and cognizance of offences under the Electricity Act
239Essential Commodities Act, 1955, as amended (“ECA”)
The ECA vests Government of India with the authority to issue notifications for controlling the production, supply and
distribution of certain essential commodities, which include seeds. The ECA is used by the GoI to regulate the production,
supply, and distribution of a host of commodities that it declares ‘essential’ in order to make them available to consumers at
fair prices. Additionally, the GoI can also fix the minimum support price of any packaged product that it declares an ‘essential
commodity’.
The Insecticides Act, 1968 (the “Insecticides Act”)
The Insecticides Act, as amended, regulates the (i) registration; (ii) licensing; and (iii) quality-control of insecticides.
Registration: The definition of insecticides includes fungicides and weedicides. Any person who desires to import or
manufacture any insecticide is required to apply to the registration committee under the Insecticides Act, for the registration of
such insecticide. The functions of the registration committee include registering insecticides after scrutinizing their formulae
and verifying claims made by the importer or the manufacturer, as the case may be, as regards their efficacy and safety to human
beings and animals. The registration is granted by a central authority and is effective throughout India.
Licensing: Any person who desires to manufacture or sell, stock or exhibit for sale or distribute any insecticide, or to undertake
commercial pest control operations with the use of any insecticide may make an application to the licensing officer for the grant
of a license under the Insecticides Act. The license granted may be revoked or suspended or amended, inter alia, for
misrepresentation of an essential fact and failure to comply with the conditions subject to which the license was granted.
Quality control: If the use of an insecticide or a batch thereof is likely to lead to such risk to human beings or animals as to
render it expedient or necessary to take immediate action, the Central Government or the State Government may prohibit its
sale, distribution or use, by notification, for a specified period pending investigation in the matter. If, as a result of its own
investigation or on receipt of a report from the State Government, and after consultation with the registration committee, the
Central Government is satisfied that the use of the said insecticide or batch is or is not likely to cause any such risk, it may pass
such order as it deems fit.
The Insecticides Act makes it punishable to import, manufacture, sell, stock and exhibit for sale or distribution any misbranded
insecticides. An insecticide is deemed to be misbranded if: (i) its label contains any statement, design or graphic representation
relating thereto which is false or misleading in any material particular, or if its package is otherwise deceptive in respect of its
contents; or (ii) it is an imitation of, or is sold under the name of, another insecticide; or (iii) its label does not contain a warning
or caution which may be necessary and sufficient, if complied with, to prevent risk to human beings or animals; or (iv) any
word, statement or other information required by or under the Insecticides Act to appear on the label is not displayed thereon
in such conspicuous manner as the other words, statements, designs or graphic matter have been displayed on the label and in
such terms as to render it likely to be read and understood by any ordinary individual under customary conditions of purchase
and use; or (v) it is not packed or labelled as required by or under the Insecticides Act; or (vi) it is not registered in the manner
required by or under the Insecticides Act; or (vii) the label contains any reference to registration other than the registration
number; or (viii) the insecticide has a toxicity which is higher than the level prescribed or is mixed or packed with any substance
so as to alter its nature or quality or contains any substance which is not included in the registration.
Penalties: Contravention of the Insecticides Act is punishable with imprisonment or fine or both, with enhanced punishment
for repeat offences. Similarly, a person may be imprisoned for a period of six months to three years depending upon the nature
of the offence. Further, the prescribed officer under the Insecticides Act has the power to stop the distribution, sale or use of an
insecticide for a specified period which he has reason to believe is being distributed, sold or used in contravention of the
Insecticides Act. Additionally, if any person is convicted under the Insecticides Act, the stock of insecticide in respect of which
the contravention has been made is liable to be confiscated. The Pesticides (Prohibition) Order, 2018 provides a list of 18
pesticides that no person shall manufacture, import, formulate, transport or sell from the date specified in the order. Further,
the Government of India has introduced the Insecticides (Prohibition) Order, 2023 which provides a list of 3 prohibited
insecticides that no person shall import, manufacture, sell, transport, distribute and use. We are also required to comply with
the guidelines issued by the Central Insecticides Board and Registration Committee (“CIBRC”) and the Insecticides Rules,
1971. The functions of the CIBRC include to advise the Central Government and State Governments on technical matters such
as the risk to human beings or animals involved in the use of insecticides and the safety measures necessary to prevent such
risk and the manufacture, sale, storage, transport and distribution of insecticides with a view to ensure safety to human beings
or animals and to carry out other functions assigned to it by or under the Insecticides Act.
The Pesticides Management Bill, 2020 (the “Pesticides Management Bill”)
The Pesticides Management Bill was introduced in the Rajya Sabha on March 23, 2020 and is currently pending approval. It
seeks to replace the Insecticides Act, 1968. It seeks to regulate the import, manufacture, storage, sale, distribution, use and
disposal of pesticides with a view to ensure availability of safe and effective pesticides and minimise its risk on human beings,
animals, living organisms other than pests and the environment.
240It defines a pest as species, strain or biotype of plant, animal or pathogenic agent that is unwanted or injurious to plants, plant
products, human beings, animals, other living creatures and the environment and includes vectors of parasites or pathogens of
human and animal diseases and vermin as defined in the Wild Life (Protection) Act, 1972. A pesticide is defined as any
substance or mixture of substances, including a formulation of chemical or biological origin intended for preventing, destroying,
attracting, repelling, mitigating or controlling any pest in agriculture, industry, pest control operations, public health, storage or
for ordinary use, and includes any substance intended for use as a plant growth regulator, defoliant, desiccant, fruit thinning
agent, or sprouting inhibitor and any substance applied to crops either before or after harvest to protect them from deterioration
during storage and transport.
The Pesticides Management Bill provides that any person seeking to import or manufacture any pesticides for ordinary use,
agricultural use, etc. shall have to make an application to the registration committee for a certificate of registration. Further,
anyone desiring to manufacture, distribute, sell or stock pesticides would have to obtain a licence for the same. Such a license
can be revoked by the Licensing Officer if the holder contravenes any provisions of the Pesticides Management Bill or rules
made thereunder. State Governments may also appoint qualified persons for sale of extremely toxic or highly toxic pesticides
by prescription. Under the Pesticides Management Bill, manufacturing, importing, distributing, selling, exhibiting for sale,
transporting, stocking a pesticide, or undertaking pest control operations, without a licence is punishable with imprisonment of
up to three years, or a fine of not less than ₹ 1 million and extending up to ₹ 4 million, or both.
It also contemplates the constitution of the Central Pesticides Board to advise the Central and state governments on scientific
and technical matters arising under the Pesticides Management Bill. It also proposes for the Central Pesticides Board to advise
the Central government in making or formulating (i) criteria for good manufacturing practices for pesticide manufacturers,
standards to be observed by laboratories, and best practices for pest control operators, (ii) standards for working conditions and
training of workers, and (iii) procedure for recall and disposal of pesticides. The Board will also frame model protocols to deal
with occurrences of poisoning.
The Fertilizer (Inorganic, Organic or Mixed) (Control) Order, 1985 (the “Fertilizer Order”)
In exercise of the powers conferred on the Government of India by Section 3 of the EC Act, the Government of India notified
the Fertilizer Order. As per the Fertilizer Order, no person shall sell or carry on the business of selling fertilizer without obtaining
prior permission of the State Government. The State Government has the power to issue license for trading in fertilizers for a
period of three years, which may be renewed, suspended or cancelled at its discretion. Further, the State Government also has
the power to issue a certificate of manufacture, without which, no person can carry on the business of manufacture of fertilizers.
The Fertilizer Order also prescribes certain standards that are required to be followed during the manufacture of fertilizers. No
person can manufacture, import or sell any mixture of fertilizers unless such mixture conforms to the standards laid down by
the Government of India vide the Fertilizer Order. Further, the Government of India has the power to regulate prices, and to
direct manufacturers/importers to sell fertilizers to particular States, in order to ensure fair and equitable access to farmers
across India.
Fertiliser (Movement Control) Order, 1973 (the “FM Order”)
In exercise of the powers conferred on the Government of India by Section 3 of the EC Act, the Government of India notified
the FM Order. It prohibits the export of any fertilizer from any state. However, the export of fertilizers is permitted with the
authorisation of the Government of India or an officer of the relevant state government, as the case may be. The FM Order also
prescribes conditions for the search and seizure of fertilizers.
The Legal Metrology Act, 2009 (“Legal Metrology Act”)
The Legal Metrology Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected
therewith or incidental thereto. The Legal Metrology Act provides that for prescribed specifications all weights and measures
should to be based on metric system only.
Further, the Legal Metrology Act lays down penalties for various offences, including but not limited to, use or sale of non-
standard weight or measure, contravention of prescribed standards, counterfeiting of seals and tampering with license.
Environment laws
Environment Protection Act, 1986 (“EPA”)
The EPA is the umbrella legislation in respect of the various environmental protection laws in India. Under the EPA, the
Government of India is empowered to take any measure it deems necessary or expedient for protecting and improving the
quality of the environment and preventing and controlling environmental pollution. This includes rules for, inter alia, laying
down standards for the quality of environment, standards for emission of discharge of environment pollutants from various
sources, as provided under the Environment (Protection) Rules, 1986, inspection of any premises, plant, equipment, machinery,
241examination of manufacturing processes and materials likely to cause pollution. Penalties for violation of the EPA include fines
up to ₹100,000 or imprisonment of up to five years, or both. The imprisonment can extend up to seven years if the violation of
the EPA continues beyond a period of one year after the date of conviction. There are provisions with respect to certain
compliances by persons handling hazardous substances, furnishing of information to the authorities in certain cases,
establishment of environment laboratories and appointment of government analysts.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Waste Rules”)
The Hazardous Waste Rules, read with the Environment Protection Act, ensure resource recovery and disposal of hazardous
waste in an environmentally sound manner. A categorical list of processes and their respective hazardous wastes, and waste
constituents with respective concentration limits has been provided in the schedules of the Hazardous Waste Rules. The
Hazardous Wastes Rules require every occupier engaged in the generation, handling, processing, treatment, package, storage,
transportation, use, collection, destruction, transfer or the like of hazardous wastes to obtain authorisation from the concerned
state pollution control board, as applicable.
The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) and the Water (Prevention and Control of Pollution)
Act, 1974 (the “Water Act”)
The Air Act was enacted to provide for the prevention, control and abatement of air pollution in India. The Air Act requires
any person establishing or operating any industrial plant in an air pollution control area to obtain prior consent from the
concerned state pollution control board. Further, it prohibits any person operating any industrial plant in an air pollution control
area from causing or permitting to be discharged the emission of any air pollutant in excess of prescribed standards. The Water
Act was enacted to control and prevent water pollution and for maintaining or restoring of wholesomeness of water in the
country and ensure that domestic and industrial pollutants are not discharged into water bodies without adequate treatment.
Both these Acts have been enacted to also provide for the establishment, with a view to carrying out the purposes aforesaid, of
Boards for the prevention and control of air and water pollution, for conferring on and assigning to such Boards powers and
functions relating thereto and for matters connected therewith. Any violation of the provisions of the Air Act and Water Act is
punishable with a fine and/or imprisonment, as applicable.
E-Waste (Management) Rules, 2022 (“E-Waste Rules”)
The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres, dealers, e-retailer,
refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection, storage and processing of e-
waste or electrical and electronic equipment as classified under the E-Waste Rules, including their components, consumables,
parts and spares which make the product operations. The E-Waste Rules mandate that a manufacturer must register with the
state pollution control board and also submit annual returns to the same authority. Producers of such e-waste also have extensive
responsibilities and obligations and may come under the scrutiny of either the central pollution control board or the state
pollution control board. The manufacturer, producer, importer, transporter, refurbisher, dismantler and recycler shall be liable
for all damages caused to the environment or a third party due to improper handling and management of the e-waste and may
have to pay financial penalties as levied for any violation of the provisions under these rules by the state pollution control board
with the prior approval of the central pollution control board.
Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 (the “Hazardous Chemical Rules”)
The Hazardous Chemical Rules, as amended, were framed under the Environment Protection Act, 1986. These Hazardous
Chemical Rules apply to sites in which certain hazardous chemicals are manufactured or stored. An occupier who has control
of an industrial activity is required to provide evidence to show that it has, identified the major accident hazards; and taken
adequate steps to prevent such major accidents and to limit their consequences to persons and the environment. Further, the
occupier is required to provide to persons working on the site with the information, training and equipment including antidotes
necessary to ensure their safety. Under the Hazardous Chemical Rules, the occupier is required to submit safety report as
specified in Schedule 8 of the Hazardous Chemical Rules. Among other things, the occupier is required to prepare and keep
updated on site emergency plan as per Schedule 11 of the Hazardous Chemical Rules, detailing how a major accident will be
dealt with on the site on which industrial activity is carried on.
The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996 (the “Chemical Accidents Rules”)
The Chemical Accidents Rules, formulated pursuant to the provisions of the EPA, seek to manage the occurrence of chemical
accidents, by inter alia, setting up a central crisis group and a crisis alert system. The functions of the central crisis group inter
alia include, (i) conducting post-accident analysis of major chemical accidents; (ii) rendering financial and infrastructural help
in the event of a chemical accident; and (iii) review district off site emergency plans.
242Public Liability Insurance Act, 1991 (the “Public Liability Act”)
The Public Liability Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an
accident involving such hazardous substances. A list of ‘hazardous substances’ covered by the legislation has been enumerated
by the GoI by way of a notification. The owner or handler is also required to take out an insurance policy insuring against
liability under the legislation. The rules made under the Public Liability Act mandate that the employer has to contribute towards
the Environment Relief Fund, a sum equal to the premium paid on the insurance policies. This amount is payable to the insurer.
Intellectual property laws
The Patents Act, 1970 (“Patents Act”)
The Patents Act governs the patent regime in India. Being a signatory to the Agreement on Trade Related Aspects of Intellectual
Property Rights, India is required to recognize product patents as well as process patents.
In addition to the broad requirement that an invention satisfy the requirements of novelty, utility and non- obviousness in order
for it to avail patent protection, the Patents Act further provides that patent protection may not be granted to certain specified
types of inventions and materials even if they satisfy the above criteria. Section 39 of the Patents Act also prohibits any person
resident in India from applying for a patent for an invention outside India without making an application for a patent for the
same invention in India. The term of a patent granted under the Patents Act pursuant to Section 53 is for a period of twenty
years from the date of filing of the application for the patent. A patent shall cease to have effect if the renewal fee is not paid
within the period prescribed for the payment of such renewal fee. In terms of the Patents Act, the patentee holds the exclusive
right to prevent third parties from the using, offering for sale, selling or importing for such purposes, the patented product or
product obtained directly by a process patented in India.
The Trade Marks Act, 1999 (“Trade Marks Act”)
The Trade Marks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks in India.
Indian law permits the registration of trademarks for both goods and services. It also provides for exclusive rights to marks such
as brand, label, and heading and to obtain relief in case of infringement for commercial purposes as a trade description. Under
the provisions of the Trade Marks Act, an application for trademark registration may be made with the Trade Marks Registry
by any person or persons claiming to be the proprietor of a trademark, whether individually or as joint applicants, and can be
made on the basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration is
valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration
is required to be restored to gain protection under the provisions of the Trade Marks Act. The Trade Marks Act prohibits
registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely applying
trademarks among others. Further, pursuant to the notification of the Trade Marks (Amendment) Act, 2010, simultaneous
protection of trademark in India and other countries has been made available to owners of Indian and foreign trademarks. It
also seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or transmission and to bring
the law in line with international practices.
The Copyright Act, 1957 (“Copyright Act”)
The Copyright Act serves to create property rights for certain kinds of intellectual property, generally called works of
authorship. The intellectual property protected under the Copyright Act includes copyrights subsisting in artistic works, original
literary, dramatic, musical or artistic works, cinematograph films, and sound recordings, including computer programs, tables
and compilations including computer databases. While copyright registration is not a prerequisite for acquiring or enforcing a
copyright in an otherwise copyrightable work, registration under the Copyright Act acts as prima facie evidence of the
particulars entered therein and may help expedite infringement proceedings and reduce delay caused due to evidentiary
considerations. Upon registration, the copyright protection for a work exists for a period of 60 years following the demise of
the author. Reproduction of a copyrighted work for sale or hire and issuing of copies to the public, among others, without
consent of the owner of the copyright are acts which expressly amount to an infringement of copyright.
Shops and establishments legislations
Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set up,
establishments are required to be registered. Such legislations regulate the working and employment conditions of the workers
employed in shops and establishments including commercial establishments and provide for fixation of working hours, rest
intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and
obligations of the employers and employees. All establishments must be registered under the shops and establishments
legislations of the state where they are located. There are penalties prescribed in the form of monetary fine or imprisonment for
violation of the legislations, as well as the procedures for appeal in relation to such contravention of the provisions.
243Labour law legislations
We are subject to various labour and industrial laws for the safety, protection, condition of working, employment terms and
welfare of labourers and/or employees of us.
The Factories Act, 1948 (the “Factories Act”)
The Factories Act defines a “factory” to cover any premises including the precincts which employs ten or more workers or
employed such number of workers on any day of the preceding twelve months and in which manufacturing process is carried
on with the aid of power and, any premises where there are at least twenty workers or employed such number of workers on
any day of the preceding twelve months, even though there is no electricity or energy aided manufacturing process being carried
on. Each State Government has rules in respect of the prior submission of plans and their approval for the establishment of
factories and registration and licensing of factories. The Factories Act provides that an occupier of a factory i.e. the person who
has ultimate control over the affairs of the factory and in the case of a company, any one of the directors must ensure the health,
safety and welfare of all workers. The occupier and the manager of a factory may be punished in accordance with the Factories
Act for different offences in case of contravention of any provision thereof and in case of a continuing contravention after
conviction, an additional fine for each day of contravention may be levied.
Other labour laws
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable Labour
laws. The following is an indicative list of Labour laws other than the Factories Act and state- wise shops and establishments
acts, which may be applicable to our Company due to the nature of our business activities:
• Contract Labour (Regulation and Abolition) Act, 1970
• Employees' Provident Funds and Miscellaneous Provisions Act, 1952
• Employees' State Insurance Act, 1948
• Minimum Wages Act, 1948
• Payment of Bonus Act, 1965
• Payment of Gratuity Act, 1972
• Payment of Wages Act, 1936
• Maternity Benefit Act, 1961
• Industrial Disputes Act, 1947
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
• Employees Compensation Act, 1923
• The Child Labour (Prohibition and Regulation) Act, 1986
• The Equal Remuneration Act, 1976 T
• The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
• Building and Other Construction Workers Regulation of Employment and Conditions of Service Act, 1996
• Industrial Employment (Standing Order), Act, 1946
• The Trade Unions Act, 1926 and the Trade Union (Amendment) Act, 2001
• The Code on Wages, 2019*
• The Occupational Safety, Health and Working Conditions Code, 2020**
• The Industrial Relations Code, 2020***
• The Code on Social Security****
244* The GoI enacted The Code on Wages, 2019 which received the assent of the President of India on August 8, 2019 Through its notification dated
December 18, 2020, the Gol brought into force sections 42(1), 42(2).42(3), 42(10), 42(11), 67(00(x). 67(1)(10) (to the extent that they relate to the
Central Advisory Board) and 69 (to the extent that it relates to sections 7. 9 (to the extent that they relate to the Gol) and 8 of the Minimum Wages Act,
1986)) of the Code on Wages. 2019. The remaining provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to
subsume four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1963 and the
Equal Remuneration Act, 1976.
** The Gol enacted The Occupational Safety, Health and Working Conditions Code, 2020' which received the assent of the President of India on September
28, 2020. The provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to subsume several separate legislations,
including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996.
*** The Gol enacted The Industrial Relations Code, 2020' which received the assent of the President of India on September 28, 2020. The provisions of
this code will be brought into force on a date to be notified by the Gol. It proposes to subsume three separate legislations, namely, the Industrial
Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.
**** The Gol enacted The Code on Social Security, 2020 which received the assent of the President of India on September 28. 2020. The provisions of this
code will be brought into force on a date to be notified by the Gol. It proposes to subsume several separate legislations including the Employee's
Compensation Act, 1923, the Employees State Insurance Act, 1948, the Employees Provident Funds and Miscellaneous Provisions Act, 1952, the
Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction Workers' Welfare Cess Act, 1996 and the
Unorganised Workers Social Security Act, 2008.
Foreign Investment and Trade Related Laws
Foreign Investment in India
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the Foreign
Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the Consolidated FDI Policy (effective from
October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as the Department of Industrial Policy and Promotion) (“FDI Policy”), each as amended.
Further, the Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-
Debt Instruments) Regulations, 2019 on October 17, 2019, which regulate mode of payment and remittance of sale proceeds,
among others. 100% foreign investment under the automatic route, i.e., without requiring prior governmental approval, is
permitted in the agriculture and animal husbandry sector. The FDI Policy and the FEMA Rules prescribe inter alia the method
of calculation of total foreign investment (i.e., direct foreign investment and indirect foreign investment) in an Indian company.
In terms of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 the investment in equity
shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or indirectly having
common ownership of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital. Further,
in terms of the FEMA NDI Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up
Equity Share capital of our Company and the total holdings of all FPIs put together with effect from April 1, 2020, can be up
to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%).
Foreign Trade (Development and Regulation) Act, 1992 (the “FTA”)
The FTA seeks to provide for the development and regulation of foreign trade by facilitating imports into, and augmenting
exports from, India. The FTA provides that no person shall make any import or export except under an importer-exporter code
number (“IEC”) granted by the Director General of Foreign Trade, Ministry of Commerce (“DGFT”). The IEC granted to any
person may be suspended or cancelled inter alia in case the person contravenes any of the provisions of FTA or any rules or
orders made thereunder or the DGFT or any other officer authorized by him has reason to believe that any person has made an
export or import in a manner prejudicial to the trade relations of India. Any person who makes any export or import in
contravention of any provision of this Act or any rules or orders made thereunder or the foreign trade policy would become
liable to a penalty under the FTA.
Foreign Trade Policy 2023
The Foreign Trade Policy 2023 shall remain to be in operation unless otherwise specified or amended.
The FTA read with the Foreign Trade Policy 2023 prohibits anybody from undertaking any import or export except under an
Importer-Exporter Code number granted by Directorate General of Foreign Trade. Hence, every entity in India engaged in any
activity involving import or export is required to obtain an IEC unless specifically exempted from doing so. IEC shall be valid
until it is cancelled by the issuing authority. IEC allotted to an applicant is valid for all its branches, divisions, units and factories.
Failure to obtain IEC shall attract penalty under the FTA.
Other applicable laws
The Consumer Protection Act, 2019
The Ministry of Consumer Affairs notified certain sections of the Consumer Protection Act, 2019 (“COPRA”) by way of the
notification dated July 15, 2020 (with effect from July 20, 2020), including sections regulating the formation and functioning
of the Consumer Protection Council at the national, state and district levels, the formation and functioning of Consumer Dispute
245Redressal Commissions at the national, state and district levels, mediation of consumer disputes, product liability actions and
punishment for manufacturing for sale or storing, selling or distributing or importing products containing adulterants and
spurious goods. The COPRA has been enacted to provide for protection of the interests of consumers and for the said purpose,
to establish authorities for timely and effective administration and settlement.
The COPRA provides a mechanism for the consumer to file a complaint against a product manufacturer, seller, or service
provider in cases of unfair contract or trade practices, restrictive trade practices, defected goods, goods which are hazardous or
likely to be hazardous to life being sold in contravention to safety standards, deficiency in services and price charged being
unlawful. It also places product liability on a manufacturer or product service provider or product seller, to compensate for any
harm caused by defective product or deficiency in services. It provides for a three-tier consumer grievance redressal mechanism
at the national, state and district levels. Non- compliance of the orders of the redressal commissions attracts criminal penalties.
The COPRA has, inter alia, also introduced a Central Consumer Protection Authority to regulate matters relating to violation
of rights of consumers, unfair trade practices and false or misleading advertisements, which are prejudicial to the interests of
public and consumers and promote, protect, and enforce the rights of consumers. The COPRA has also brought e- commerce
entities and their customers under its purview including providers of technologies or processes for enabling product sellers to
engage in advertising or selling goods or services to a consumer, online marketplaces and online auction sites.
The Ministry of Consumer Affairs issued the Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce Rules”) under
the COPRA on July 23, 2020, which govern the online sale of goods, services, digital products by entities which own, operate,
or manage digital or electronic facility or platform for electronic commerce (“ECommerce Entities”), all models of e-
commerce (including marketplace or inventory based), and all ecommerce sellers. The E-Commerce rules lay down the duties
and liabilities of E-Commerce Entities and ecommerce sellers.
In addition to the above, our Company is also required to comply with the Companies Act, 2013 and rules framed thereunder,
the Competition Act, 2002 and other applicable statutes imposed by the Centre or the State Government and authorities for our
day-to-day business and operations.
The Bureau of Indian Standards Act, 2016 (the “BIS Act”)
The BIS Act provides for the establishment of bureau for the standardization, marking and quality certification of goods.
Functions of the bureau include, inter-alia, (a) recognizing as an Indian standard, any standard established for any article or
process by any other institution in India or elsewhere; (b) specifying a standard mark which shall be of such design and contain
such particulars as may be prescribed to represent a particular Indian standard; and (c) conducting such inspection and taking
such samples of any material or substance as may be necessary to see whether any article or process in relation to which the
standard mark has been used conforms to the Indian Standard or whether the standard mark has been improperly used in relation
to any article or process with or without a license.
Information Technology Act, 2000 (“IT Act”)
The IT Act was enacted with the purpose of providing legal recognition to transactions carried out by the means of electronic
data interchange and other means of electronic communication, commonly referred to as electronic commerce‖, which involve
the use of alternatives to paper-based methods of communication and storage of information. various means of electronic data
interchange involving alternatives to paper-based methods of communication and storage of information. The IT Act also seeks
to facilitate electronic filing of documents and create a mechanism for the authentication of electronic documentation through
digital signatures. The IT Act prescribes punishment for publishing and transmitting obscene material in electronic form. The
IT Act has extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by any
person, irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a computer,
computer system or computer network located in India. The Information Technology (Amendment) Act, 2008, which amended
the IT Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects intermediaries
in respect of third-party information liability and creates liability for failure to protect sensitive personal data. The IT Act also
prescribes civil and criminal liability including fines and imprisonment for computer related offences including those relating
to unauthorized access to computer systems, tampering with or unauthorized manipulation of any computer, computer system
or computer network and, damaging computer systems and creates liability for negligence in dealing with or handling any
sensitive personal data or information in a computer resource and in maintaining reasonable security practices and procedures
in relation thereto.
Other applicable laws
In addition to the above, we are also governed by the provisions of the Companies Act and rules framed thereunder, contract
act, and other applicable laws and regulation imposed by the Central Government and State Governments and other authorities
for our day to day business, operations and administration.
246HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company
Our Company was originally incorporated as “Eldorado Agritech Private Limited” as a private limited company under the
Companies Act, 1956 pursuant to a certificate of incorporation dated June 16, 2009, issued by the Assistant Registrar of
Companies, Andhra Pradesh. Consequently, upon conversion from a private limited company to a public limited company
pursuant to a Board resolution dated May 29, 2025 and a special resolution passed in the extraordinary general meeting of the
Shareholders held on June 5, 2025 the name of our Company was changed to “Eldorado Agritech Limited”, and a fresh
certificate of incorporation dated June 23, 2025, was issued by the Registrar of Companies, Central Processing Centre.
Changes in registered office of our Company
The following table sets forth the details of the change in registered office of the Company since incorporation:
Date of change Details of change in address of our registered office Reason for change
March 20, 2019 The address of the registered office of our Company was changed from For operational convenience.
Plot No 2-19-9/58/A, 2nd Floor, Azmath Nagar, North Kalyanpuri,
Uppal Hyderabad, Telangana, 500039 to Plot No. A11 & A12/1, IDA
Nacharam, Medchal, Hyderabad, Telangana, 500076
January 18, 2021 The address of the registered office of our Company was changed from For operational convenience.
Plot No. A11 & A12/1, IDA Nacharam, Medchal, Hyderabad,
Telangana, 500076 to Shed-2, Plot No. A11 & A12/1, IDA Nacharam,
Medchal, Hyderabad – 500076, Telangana, India.
The Registered and Corporate Office of our Company is currently situated at Shed-2, Plot No. A11 & A12/1, IDA Nacharam,
Medchal, Hyderabad – 500076, Telangana, India.
Main Objects of our Company
The main objects of our Company contained in its Memorandum of Association are as disclosed below:
1. “To carry on the business of manufacturing, producing, processing, to act as distributors, marketers, traders including
online/e-trade, exporters, Agents, representatives, dealers, distributors, stockiest, importers, procurers, Developers,
preservers, sellers, collaborators of all types of certified seeds of all crops varieties and Agri inputs and Agri-services
of all its related products.
2. To carry on the business as Agricultural and Horticultural, Seeds processing, production, manufacturing, marketing,
qualitatively & quantitatively testing, analysis, soil testing, seeds testing & analysing by using physiology,
agronomical, biochemical, ecological, biotechnological, proteomics molecular analysis and various lab techniques,
development of genetically modified crop & seeds, development of transgenic seeds and to carry out all types of
Research and Development (R & D)of seeds by using plant breeding & molecular breeding.
3. To carry on the business of producing, relining, developing, processing or otherwise acquiring, buying, selling,
importing, exporting, marketing and generally dealing all kinds of Bio-medicines, Antibiotics, Molecular and
Diagnostic kits relating to agriculture, medicines and allied Bio-sciences, herbal drugs, bacteriological, Virology
related, biological laboratory reagents and other preparations, compounds and articles, products and by products
arising there from and in connection therewith.
4. To carry on the business of producing, developing, processing or otherwise acquiring, buying, selling, renting, leasing,
importing, exporting of farm machinery, tools and equipment used for Agritech (Agricultural Technology) including
drone farming services.
5. To carry on the business of agriculture, cultivation, farming, sericulture, horticulture, tissue culture and gardens in
all their branches and to raise, plant, cultivate, grow, produce, buy, sell, import, export or otherwise trade or deal in
and with crops, trees, plants including garden plants, plantation crops, vines, seeds, roots, flowers, fruits, vegetables,
grains, oils, garden produce, milk and dairy products of every description, all kinds of farm products and byproducts
of the soil weather in manufactured form or otherwise.”
The objects clause as contained in the Memorandum of Association enables our Company to carry on the business presently
being carried out.
247Amendments to the Memorandum of Association
The amendments to the Memorandum of Association of our Company in the 10 years immediately preceding the date of this
Draft Red Herring Prospectus are as detailed below.
Date of Shareholders’ Nature of Amendment
Resolution/ Effective Date
January 20, 2017 Clause V of the MoA was amended to reflect the increase in authorised capital from ₹ 20,000,000 divided
into 2,000,000 equity shares of ₹ 10 each to ₹ 60,000,000 divided into 6,000,000 Equity Shares of ₹ 10
each.
June 5, 2025 Clause V of the MoA was amended to reflect sub-division in authorised capital from ₹ 60,000,000 divided
into 6,000,000 equity shares of ₹ 10 each to ₹ 60,000,000 divided into 30,000,000 Equity Shares of ₹ 2
each.
Further, Clause III A of the MoA was amended to reflect the insertion of a new clause to alter the main
objects of the Company, to include the following:
5. “To carry on the business of agriculture, cultivation, farming, sericulture, horticulture, tissue culture
and gardens in all their branches and to raise, plant, cultivate, grow, produce, buy, sell, import,
export or otherwise trade or deal in and with crops, trees, plants including garden plants, plantation
crops, vines, seeds, roots, flowers, fruits, vegetables, grains, oils, garden produce, milk and dairy
products of every description, all kinds of farm products and byproducts of the soil weather in
manufactured form or otherwise.”
July 5, 2025 Clause V of the MoA was amended to reflect the increase in authorised capital from ₹ 60,000,000 divided
into 30,000,000 Equity Shares of ₹ 2 each to ₹ 500,000,000 divided into 250,000,000 Equity Shares of ₹
2 each.
Major events and milestones
The table below sets forth some of the major events in our history:
Calendar Year Major events and milestones
2009 Incorporation of our Company
2009 Release of our first bio stimulant product, E-Zyme
2012 Received ISO 9001:2008 certification
2014 Expanded sales operations to six Indian states namely Uttar Pradesh, West Bengal, Maharashtra, Madhya
Pradesh, Bihar and Karnataka
2014 Established in-house R&D facility recognised by the Department of Scientific and Industrial Research
(DSIR), Ministry of Science and Technology, Government of India in Nacharam, Hyderabad
2023 Establishment of our cob drying unit at Bandamailaram, Telangana
2023 Establishment of our seeds processing facility located in Mallapur, Telangana
2024 Expanded our portfolio of vegetable seeds segment
2024 Entered into a sub-licensing agreement for technology in relation to cotton seeds
2024 Acquisition of 100% shares of our Subsidiary, Srikar Biotech Private Limited
2025 Our Subsidiary received NABL accreditation ISO/IEC 17025:2017
Key awards, accreditations, certifications and recognitions received by us
The table below sets forth certain key awards, accreditations, certifications and recognitions received by us:
Calendar Year Award/Accreditation/Certification/Recognition
2019 Received the Best Emerging Company Award “Srikar Group” at the Agri Business Summit & Agri Awards
2020 Received the Certificate of Recognition at the India 5000 Best MSME Awards
Other Details Regarding our Company
Significant financial and/or strategic partnerships
Our Company does not have any significant financial and strategic partners as of the date of this Draft Red Herring Prospectus.
Defaults or rescheduling of borrowings from financial institutions or banks
No payment defaults or rescheduling have occurred in relation to outstanding borrowings availed by our Company from any
financial institutions or banks as on the date of this Draft Red Herring Prospectus.
248Time and cost overruns
There have been no time and cost over-runs in respect of our business operations.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation or
location of plants
For details of key products or services launched by our Company, entry into new geographies or exit from existing markets and
capacity/facility creation to the extent applicable, see “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 203 and 351, respectively.
Holding Company
As of the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, and
revaluation of assets, if any, in the last ten years
Except as stated below, our Company has not made any divestments of any material business or undertaking, not made any
material acquisition and has not undertaken any material mergers, amalgamation or revaluation of assets in the last 10 years
immediately preceding the date of this Draft Red Herring Prospectus.
Share Transfer Agreement dated December 29, 2024, between Dr. Srinivasa Rao Linga, Usha Rani Papineni, Srikar Biotech
Private Limited and our Company (the “STA”)
Pursuant to the STA, Dr. Srinivasa Rao Linga and Usha Rani Papineni sold 3,955,000 equity shares of ₹ 10 each of Srikar
Biotech Private Limited to our Company for a consideration of ₹ 106.79 million subject to certain terms and conditions of the
STA. The STA outlines the terms and conditions of the share transfer, including representations and warranties of the parties
and also specifies the purchase price and the process for transferring the shares.
Purchase Agreement dated April 2, 2024 entered into between Sri Sathya Agri Biotech Private Limited and our Company
Pursuant to a purchase agreement dated April 2, 2024, entered into between our Company and Sri Sathya Agri Biotech Private
Limited (“Sri Sathya”), our Company has acquired all proprietary rights, title, interest, and benefits in and to a specific cotton
hybrid variety approved by the Genetic Engineering Approval Committee (“GEAC Variety”), including its parent lines, for
perpetuity from the date of the agreement, for a total consideration of ₹2.50 million, inclusive of all applicable taxes and subject
to tax deduction at source. The entire consideration has been paid in accordance with the terms set out in the said agreement.
Pursuant to the said agreement, Sri Sathya has irrevocably transferred all rights in the GEAC Variety to our Company, and with
effect from the execution date, our Company is recognized as the sole and absolute owner of the said GEAC Variety.
Purchase Agreement dated January 12, 2024 entered into between Tierra Agrotech Limited and our Company
Pursuant to a purchase agreement dated January 12, 2024, entered into between our Company and Tierra Agrotech Limited
(“Tierra”), our Company has acquired all proprietary rights, title, interest, and benefits in and to certain cotton hybrid varieties
approved by the Genetic Engineering Approval Committee (“GEAC Variety”), including its parent lines, for perpetuity from
the date of the agreement, for a total consideration of ₹ 24.00 million, inclusive of all applicable taxes and subject to tax
deduction at source. The entire consideration has been paid in accordance with the terms set out in the said agreement. Pursuant
to the said agreement, Tierra has irrevocably transferred all rights in the GEAC Variety to our Company, and with effect from
the execution date, our Company is recognized as the sole and absolute owner of the said GEAC Varieties.
Shareholders’ agreements and other agreements
Except as stated in “- Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, and revaluation of assets, if any, in the last ten years” on page 249, there are no agreements entered into by
and between our Company and Shareholders of our Company or any inter-se Shareholders with regard to rights and obligations
in connection with the securities of our Company, as on the date of this Draft Red Herring Prospectus.
Agreements with Key Managerial Personnel, Senior Management, Directors, Promoters, or any other employee
There are no agreements entered into by our Promoters, Key Managerial Personnel, Senior Management 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.
249We confirm there are no other inter-se agreements, arrangements and clauses or covenants which our Company is a party to, in
relation to securities of our Company, which are material, adverse or pre-judicial to the interest of the minority/ public
shareholders or which may have a bearing on the investment decision.
Other agreements
Except as disclosed below, our Company has not entered into any other subsisting material agreements including with strategic
partners, joint venture partners or financial partners, which is not in the ordinary course of business carried on by our Company,
or which needs to be disclosed or non-disclosure of which may have bearing on any investment decision in the Offer.
Technology Sub-License Agreement and Trademark Sub-License Agreement between an entity and our Company, both
dated May 9, 2024
We have entered into a non-exclusive, non-transferable technology sub-licence agreement and trademark sub-licence agreement
with an entity (the “Sub-licence Agreement”) for the use of its technology for crop enhancement.
Technology License Agreement between ICAR - Indian Institute of Oilseeds Research (“ICAR-IIOR”), Agrinnovate India
Limited (“AIL”) and our Subsidiary, dated November 26, 2024
Pursuant to a technology license agreement dated November 26, 2024, (“Agreement”) between our Subsidiary and ICAR-
IIOR, our Subsidiary has received the non-exclusive, non-transferable, non-assignable, and non-sub-licensable license to use
the technology developed by ICAR-IIOR for enhancing seed quality by entrapping beneficial microbes to combat soil and seed-
borne diseases. The Agreement grants our Subsidiary the right to manufacture, sell, and supply products using this technology
within the territory of India for a term of five years, commencing from the effective date of the agreement. As per the terms of
the Agreement, our Subsidiary must pay a technology license and technical assistance fee of ₹ 1.9 million and applicable GST
of ₹0.34 million to AIL. Additionally, our Subsidiary is also obligated to pay a royalty of 5% of the net invoice value plus
applicable taxes, which will commence upon our Company initiating commercial sales and is due within 30 days of becoming
payable. As per the terms of the agreement, ICAR-IIOR will also provide technical assistance, including technical information
and training for up to three personnel nominated by our Subsidiary for a period of up to five days.
We confirm that there are no other inter-se agreements between our Company, Shareholders, Promoters, shareholders’
agreements or other agreements of a like nature, in relation to the securities of our Company, comprising material clauses /
covenants that are required to be disclosed in this Draft Red Herring Prospectus or containing clauses / covenants that are
adverse / prejudicial to the interest of public shareholders.
Other than as disclosed in “Capital Structure – Build-up of Promoters’ equity shareholding in our Company” on page 94 and
“Capital Structure – Details of secondary transactions of Equity Shares,” on page 98, we have not entered into any agreements
in relation to the primary and secondary transactions of securities.
Guarantees given by the Promoters participating in the Offer for Sale
Our Promoters, Dr. Srinivasa Rao Linga and Usha Rani Papineni, who are also the Promoter Selling Shareholders have issued
personal guarantees in relation to loans availed by our Company. Set out below are the details of the said personal guarantees:
Dr. Srinivasa Rao Linga
Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
HDFC Eldorado Working Fund 860.00 1. All that land and Till all the Till all the Nil
Bank Ltd Agritech Capital Based Current Assts facilities are facilities are
Limited and Term situated at Sy No. repaid the repaid the
Loan 162/1 Part, Company Company
admeasuring
14036 Sq. yards
equivalent to
11734.09 Sq.
The Eldorado Working Fund 573.00 Till all the Till all the Nil
Hongkong Agritech Capital Based 2. Plot nos. 75 & 86 facilities are facilities are
and Limited and Term admeasuring 4495 repaid the repaid the
Shanghai Loan Sq. yards, situated Company Company
Banking at Agro Processing
Park in Sy. No.
250Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
Corporation 53/p, at
Limited Bandamailaram
village, Mulugu
Mandal, Siddipet
District, Telangana
State
Union Bank Eldorado Working Fund 600.00 3. Admeasuring Till all the Till all the Nil
of India Agritech Capital Based 23353 Aq. Yards facilities are facilities are
Limited and Term or 19526.14 Sq. repaid the repaid the
Loan meters in Sy. Nos Company Company
125, 125/A2,
125/A1, 125/A3 at
Kattamgur village
and GP, Kattamgur
Mandal, Nalgonda
District.
4. Admeasuring
67034 Sq. Yards or
56049.13 Sq.
meters in Sy. Nos
130, 130/AA1,
130/AA2/1,
130/A3, 130/AA3,
130/AA2,
130/AA4, 130/A1,
130/A, 130/A2,
130/AA2,
130/AA4, 130/A4
at Kattamgur
village and GP,
Kattamgur
Mandal, Nalgonda
District,
5. Area of 239.41 Sq.
meters + 3 upper
floors with a built
up area of 727.02
Sq. meters bearing
door no. 4-7-19/23
& 24
No. 7,
Raghavendranagar,
Nacharam Village,
Uppal Mandal,
Kapra
Municipality,
Rangareddy
District, Telangana
State.
6. Admeasuring 3080
Sq yards or
2575.96 Sq meters
out of total land of
11030 Sq. yards on
Plot Nos. A/11 &
A12/1 at IDA,
Nacharam,
Nacharam Village,
Kapra
251Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
Municipality,
Hayathnagar
Taluq, Rangareddy
Districy
7. Built up area of
459.00 Sq. meters
and parking area of
130.45 Sq. meters
on net land
admeasuring
1444.00 Sq. meters
out of 2128 Sq.
meters situated at
Plot Nos. A/11 &
A12/1 at IDA,
Nacharam.
8. Admeasuring
4873.3 Sq. yards
equivalent to
4074.07 Sq. meters
in Sy. No. 159/1
part situated at Sree
Vijaya Foundry,
Mallapur under
GHMC Kapra
circle, Uppal
Mandal, Medchal-
Malkajgiri District
(covered under
Ward No. 3 &
Block No. 12),
Telangana State
9. Admeasuring 4840
Sq. yards
equivalent to
4046.24 Sq. meters
in Sy. No. 162/1
part situated at Sree
Vijaya Foundry,
Mallapur under
GHMC Kapra
circle, Uppal
Mandal, Medchal-
Malkajgiri District.
10. Ground plus one
upper floor bearing
door no. 4-7-
15/37/A with a
built-up area of
108.96 Sq. meters
constructed on Plot
no. 37/part
admeasuring 127
Sq. yards or 106.17
Sq. meters in Sy.
Nos. 147, 148, 151
& 152 situated at
Block No. 7,
Raghavendranagar,
Nacharam Village,
252Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
Uppal Mandal,
Kapra
Municipality,
Rangareddy
District, Telangana
11. Current Assts
situated at and
admeasuring 3080
Sq. yards or
2575.96 Sq. meters
out of total land of
11030 Sq. yards on
Plot Nos. A/11 &
A12/1 at IDA,
Nacharam,
Nacharam Village,
Kapra
Municipality,
Hayathnagar
Taluq, Rangareddy
District.
12. All that land and
Current Assts
situated at and
admeasuring 2325
Sq. yards or 1943
Sq. meters out of
total land of 11030
Sq. yards on Plot
Nos. A/11 & A12/1
at IDA, Nacharam,
Nacharam Village,
Kapra
Municipality,
Hayathnagar
Taluq, Rangareddy
District
Usha Rani Papineni
Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
HDFC Eldorado Working Fund 860.00 1. All that land and Till all the Till all the Nil
Bank Ltd Agritech Capital Based Current Assts facilities are facilities are
Limited and Term situated at Sy No. repaid the repaid the
Loan 162/1 Part, Company Company
admeasuring
14036 Sq. yards
equivalent to
11734.09 Sq.
The Eldorado Working Fund 573.00 Till all the Till all the Nil
Hongkong Agritech Capital Based 2. Plot nos. 75 & 86 facilities are facilities are
and Limited and Term admeasuring 4495 repaid the repaid the
Shanghai Loan Sq. yards, situated Company Company
Banking at Agro Processing
Corporation Park in Sy. No.
Limited 53/p, at
Bandamailaram
253Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
Union Bank Eldorado Working Fund 600.00 village, Mulugu Till all the Till all the Nil
of India Agritech Capital Based Mandal, Siddipet facilities are facilities are
Limited and Term District, Telangana repaid the repaid the
Loan State Company Company
3. Admeasuring
23353 Aq. Yards
or 19526.14 Sq.
meters in Sy. Nos
125, 125/A2,
125/A1, 125/A3 at
Kattamgur village
and GP, Kattamgur
Mandal, Nalgonda
District.
4. Admeasuring
67034 Sq. Yards or
56049.13 Sq.
meters in Sy. Nos
130, 130/AA1,
130/AA2/1,
130/A3, 130/AA3,
130/AA2,
130/AA4, 130/A1,
130/A, 130/A2,
130/AA2,
130/AA4, 130/A4
at Kattamgur
village and GP,
Kattamgur
Mandal, Nalgonda
District,
5. Area of 239.41 Sq.
meters + 3 upper
floors with a built
up area of 727.02
Sq. meters bearing
door no. 4-7-19/23
& 24
No. 7,
Raghavendranagar,
Nacharam Village,
Uppal Mandal,
Kapra
Municipality,
Rangareddy
District, Telangana
State.
6. Admeasuring 3080
Sq yards or
2575.96 Sq meters
out of total land of
11030 Sq. yards on
Plot Nos. A/11 &
A12/1 at IDA,
Nacharam,
Nacharam Village,
Kapra
Municipality,
Hayathnagar
254Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
Taluq, Rangareddy
Districy
7. Built up area of
459.00 Sq. meters
and parking area of
130.45 Sq. meters
on net land
admeasuring
1444.00 Sq. meters
out of 2128 Sq.
meters situated at
Plot Nos. A/11 &
A12/1 at IDA,
Nacharam.
8. Admeasuring
4873.3 Sq. yards
equivalent to
4074.07 Sq. meters
in Sy. No. 159/1
part situated at Sree
Vijaya Foundry,
Mallapur under
GHMC Kapra
circle, Uppal
Mandal, Medchal-
Malkajgiri District
(covered under
Ward No. 3 &
Block No. 12),
Telangana State
9. Admeasuring 4840
Sq. yards
equivalent to
4046.24 Sq. meters
in Sy. No. 162/1
part situated at Sree
Vijaya Foundry,
Mallapur under
GHMC Kapra
circle, Uppal
Mandal, Medchal-
Malkajgiri District.
10. Ground plus one
upper floor bearing
door no. 4-7-
15/37/A with a
built-up area of
108.96 Sq. meters
constructed on Plot
no. 37/part
admeasuring 127
Sq. yards or 106.17
Sq. meters in Sy.
Nos. 147, 148, 151
& 152 situated at
Block No. 7,
Raghavendranagar,
Nacharam Village,
Uppal Mandal,
Kapra
255Name of Name of Type of Fund Sanctioned Security for the Obligation Obligation of Consideration
the Lender the Facility based/ Amount (in Facility on our the Promoter
Borrower Non- ₹ million) Company Selling
fund Shareholder
based
Municipality,
Rangareddy
District, Telangana
11. Current Assts
situated at and
admeasuring 3080
Sq. yards or
2575.96 Sq. meters
out of total land of
11030 Sq. yards on
Plot Nos. A/11 &
A12/1 at IDA,
Nacharam,
Nacharam Village,
Kapra
Municipality,
Hayathnagar
Taluq, Rangareddy
District.
12. All that land and
Current Assts
situated at and
admeasuring 2325
Sq. yards or 1943
Sq. meters out of
total land of 11030
Sq. yards on Plot
Nos. A/11 & A12/1
at IDA, Nacharam,
Nacharam Village,
Kapra
Municipality,
Hayathnagar
Taluq, Rangareddy
District
256OUR SUBSIDIARY
Our Subsidiary
As on the date of this Draft Red Herring Prospectus, our Company has one Subsidiary, the details of which are set out below.
1. Srikar Biotech Private Limited
Corporate Information
Srikar Biotech Private Limited was incorporated as a private limited company under the Companies Act, 1956,
pursuant to a certificate of incorporation dated May 26, 2008, issued by the Assistant Registrar of Companies, Andhra
Pradesh. Its CIN is U85100TG2008PTC059337, and its registered office is situated at Shed-1, Plot No. A11 & A12/1
IDA Nacharam, Medchal, Hyderabad – 500076 Telangana, India.
Nature of business
Our Subsidiary is engaged in the business of, inter alia, producing, buying, selling and importing all kinds of bio-
medicines, antibiotics, and allied bioscience products. It also produces, sells and imports vaccines and enzyme sensors
that are used in the medical, health and agriculture sectors. Apart from this, it carries on the research and development
of designing DNA probes for beta thalesemic and human genome sequencing and develops technologies for
agricultural and pharmaceutical products. Additionally, it also deals in the manufacturing, trading, and dealing of
pesticides and fertilizers, as well as producing, processing, distributing, marketing and trading of all types of seeds.
Capital structure
The authorized share capital of Srikar Biotech Private Limited is ₹ 500,000,000 divided into 50,000,000 Equity Shares
of ₹ 10 each.
Particulars No. of equity shares of face value of ₹ 10 each
Authorised share capital 50,000,000
Issued, subscribed and paid-up equity share capital 39,753,000
Shareholding pattern
The shareholding pattern of Srikar Biotech Private Limited as on the date of this Draft Red Herring Prospectus is as
follows:
Sr. Name of the shareholder Type of Share Number of shares of face Percentage of total
No. value of ₹ 10 each shareholding (%)
1. E ldorado Agritech Limited Equity 39,752,999 100.00
2. D r. Srinivasa Rao Linga Equity *1 0.00
Total 39,753,000 100.00
* Nominee of Eldorado Agritech Limited.
Brief financial information
The brief financial information of Srikar Biotech Private Limited for Fiscals 2025, 2024, and 2023 as derived from the
special purpose standalone financial statements of its respective years is as follows:
S. No. Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
1. Equity share capital in ₹ million 397.53 44.17 44.17
2. Revenue from operations in ₹ million 1,802.29 1,478.34 1,039.19
3. Profit/loss after tax in ₹ million 200.92 144.34 68.70
4. Profit/loss after tax % 11.15 9.76 6.61
5. Basic EPS(2) ₹ 7.20 6.02 15.55
6. Diluted EPS(3) ₹ 7.20 5.58 15.55
7. Total borrowings in ₹ million 817.47 419.41 174.65
8. Net worth(1) in ₹ million 1,054.59 498.70 354.17
(1) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account
and the debit or credit balance of the profit and loss account, after deducting the aggregate value of accumulated losses, deferred expenditure
and miscellaneous expenditure not written off. It excludes reserves created out of revaluation of assets, write-back of depreciation, and
amalgamation, in accordance with the definition under Regulation 2(1)(hh) of the SEBI ICDR Regulations, and is presented on a restated
basis.
(2) Basic Earnings Per Share (₹) have been calculated in accordance with Ind AS 33 – Earnings Per Share and are computed by dividing the net
profit or loss attributable to equity shareholders (as restated) by the weighted average number of equity shares outstanding during the relevant
year/period.
257(3) Diluted Earnings Per Share (₹) are computed by dividing the net profit or loss attributable to equity shareholders (as restated) by the weighted
average number of equity shares outstanding during the year/period, as adjusted for the effects of all dilutive potential equity shares, in
accordance with Ind AS 33.
Common pursuits
Our Subsidiary is involved in the business of manufacturing, trading, and dealing of pesticides, specialty fertilizers, bio
stimulants and seeds and has common pursuits with our Company. Our Company ensures necessary procedure and practices as
permitted by laws and regulatory guidelines to address any conflict situations as and when they arise. Our Company has not
encountered any instances of conflict in the past.
Accumulated profits or losses
As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiary, which are not
accounted for by our Company.
Business interest between our Company and our Subsidiary
Our Subsidiary does not have any business interest in our Company other than as stated in “Restated Consolidated Financial
Information - Note 2.37 - Related Party Transactions”, on page 332.
Other confirmations
Listing
Our Subsidiary is not listed on any stock exchange in India or abroad. Further, neither has our Subsidiary been refused listing
in the last ten years by any stock exchange in India or abroad, nor has our Subsidiary failed to meet the listing requirements of
any stock exchange in India or abroad.
Conflict of Interest
Except as disclosed below, there is no conflict of interest between the Subsidiary or any of its directors and the lessors of
immovable properties of our Company (who are crucial for the operations of our Company).
1. Our Subsidiary has entered into a rent agreement dated February 4, 2025, with our Company, in relation to the land
situated survey No. 162/1 Part situated at Vijaya Foundry, Mallapur, under GHMC, Kapra Circle, Uppal Mandal,
Medchal-Malkagiri District, for a period of 11 months, from February 04, 2025, to January 03, 2026. Pursuant to the
rent agreement, our Company has to pay an amount of ₹ 0.10 million per month to our Subsidiary.
2. Our Subsidiary has entered into a sub-lease agreement dated April 1, 2025, with our Company, in relation to the land
situated at Plot No. A11 & A12/1, IDA Nacharam, Medchal, Hyderabad, Telangana – 500076, for a period of 11
months, from April 1, 2025 to February 28, 2026. Pursuant to the sub-lease agreement, our Company has to pay an
amount of ₹ 0.1 million per month to our Subsidiary.
There is no conflict of interest between the Subsidiary or any of its directors and the suppliers of raw materials and third-party
service providers of our Company (who are crucial for the operations of our Company).
Associates and Joint Ventures
As of the date of this Draft Red Herring Prospectus, our Company does not have any associates or joint ventures.
258OUR MANAGEMENT
Board of Directors
In accordance with the Companies Act and our Articles of Association, our Company is required to have not less than three
Directors and not more than 15 Directors, or such higher number as determined by our Company after passing a special
resolution in its general meeting.
As of the date of this Draft Red Herring Prospectus, our Board comprises of six Directors, of whom three are Executive
Directors, and three are Independent Directors (including one woman-Independent Director).
The following table sets out details regarding our Board as of the date of this Draft Red Herring Prospectus:
Name, DIN, designation, date of birth, address, occupation, Age Other directorships
current term, and period of directorship of our Directors (years)
Dr. Srinivasa Rao Linga 50 Indian Companies:
DIN: 02191992 1. Srikar Packages Private Limited
Designation: Chairman and Managing Director 2. Srikar Dairy Private Limited
Date of birth: July 20, 1975 3. Srikar Organics (India) Private Limited
Address: 4-7-19/23/24, Raghavendra Nagar, Near Chandamama 4. Srikar Biotech Private Limited
Hospital, Nacharam, Uppal, PO: I.e. Nacharam, District - K.V.
Rangareddy, Telangana – 500076, India 5. Srikar Productions Private Limited
Occupation: Service 6. Srikar Seeds Private Limited
Current term: Three years with effect from August 18, 2025 7. Srikar Solutions Private Limited
Period of directorship: Since June 16, 2009 Foreign Companies:
Nil
Usha Rani Papineni 50 Indian Companies:
DIN: 02191981 1. Srikar Packages Private Limited
Designation: Managing Director 2. Srikar Dairy Private Limited
Date of birth: July 1, 1975 3. Srikar Organics (India) Private Limited
Address: 4-7-19/23/24, Raghavendra Nagar, Near Chandamama 4. Srikar Biotech Private Limited
Hospital, Nacharam, Uppal, PO: Mallapur, District: K.V.
Rangareddy, Telangana - 500076, India 5. Srikar Productions Private Limited
Occupation: Service 6. Srikar Seeds Private Limited
Current term: Three years with effect from August 18, 2025 and 7. Srikar Solutions Private Limited
liable to retire by rotation
Foreign Companies:
Period of directorship: Since June 16, 2009
Nil
Linga Mallikharjuna Rao 39 Indian Companies:
DIN: 08442977 1. Srikar Organics (India) Private Limited
Designation: Whole-time Director Foreign Companies:
Date of birth: July 10, 1986 Nil
Address: House Number 7-7, Linga Street, Mutukuru, Mutukuru,
Guntur, Durgi, Andhra Pradesh - 522612, India
Occupation: Service
259Name, DIN, designation, date of birth, address, occupation, Age Other directorships
current term, and period of directorship of our Directors (years)
Current term: Three years with effect from August 18, 2025 and
liable to retire by rotation
Period of directorship: Since January 22, 2025
Dr. Satish Yadlapalli 49 Indian Companies:
DIN: 11068199 Nil
Designation: Independent Director Foreign Companies:
Date of birth: July 1, 1976 Nil
Address: 71-20-3 Flat no. 2C Pioneer Heritage, Anjaneya Nagar
1st line, JKC College Road, Guntur, PO: Pattabhipuram (Guntur),
District: Guntur, Andhra Pradesh – 522 006, India
Occupation: Service
Current term: Five years with effect from July 21, 2025
Period of directorship: Since July 21, 2025
Karunasree Samudrala 53 Indian Companies:
DIN: 06960974 1. Roopa Industries Limited
Designation: Independent Director 2. Apollo Micro Systems Limited
Date of birth: July 1, 1972 3. Srikar Biotech Private Limited
Address: 7-1-58, Building No. 2C, Flat 407, Divyashakthi Foreign Companies:
Apartments, LalBunglow, DK Road, VTC, Ameerpet, Begumpet
Hyderabad, Telangana – 500016, India Nil
Occupation: Professional
Current term: Five years with effect from July 21, 2025
Period of directorship: Since July 21, 2025
Dr. Cherukuri Sreenivasa Rao 56 Indian Companies:
DIN: 11068201 Nil
Designation: Independent Director Foreign Companies:
Date of birth: March 5, 1969 Nil
Address: Maple 722, 31-31, Rain Tree Park Dwarakakrishna,
Opposite Acharya Nagarjuna University, Nambur, Guntur,
Andhra Pradesh – 522508, India
Occupation: Service
Current term: Five years with effect from July 21, 2025
Period of directorship: Since July 21, 2025
Brief profiles of our Directors
Dr. Srinivasa Rao Linga is the founder and Chairman and Managing Director of our Company. He has a bachelor’s in
agricultural sciences from Acharya N G Ranga Agricultural University. He also has a master’s of science in plant physiology
and a doctorate in plant physiology from the Indian Agricultural Research Institute, New Delhi. He has a cumulative experience
of over 17 years in the agriculture industry. He is responsible for overall strategic leadership and oversees R&D, business
operations and stakeholder management to drive growth and long-term sustainability. He was presented the “Best emerging
260company award” for Srikar Group by the Agri Business Summit and Agri Awards 2019. He has presented a paper at the 4th
International Food Legume Research Conference, 2005 organised by the Indian Agricultural Research Institute, New Delhi. He
has been a Director in our Company since June 16, 2009.
Usha Rani Papineni is the co-founder and Managing Director of our Company. She has a bachelor’s in sciences from
Nagarjuna University and a master’s of philosophy in biochemistry from Sri Krishnadevaraya University. She is also recipient
of multiple awards like the ‘Women Creating Impact in Agriculture’ awarded at the Agri Business Summit and Agri Awards,
2021, ‘Super Women of the Decade 2010-2020’ award presented by Hi9, ‘National Achievers Award for Women Entrepreneur,
2021’ and the ‘Agricultural Entrepreneur of the Year Award, 2022’ awarded by the National Achievers Recognition Forum.
She has a cumulative experience of over 17 years in the agriculture industry. She has been a Director in our Company since
June 16, 2009. She is responsible for leading the Company’s strategic initiatives, business operations, and overall management.
She is responsible for cross-functional coordination, and driving organisational performance and growth.
Linga Mallikharjuna Rao is the Whole-time Director of our Company. He has a bachelor’s in business management from
Andhra University and has passed the examination for master’s in business administration from the Alagappa University. He
was previously working with our Subsidiary in the capacity of national head of marketing and has cumulative experience of
over 16 years in the agriculture industry. He has been associated with our Company since December 1, 2023. He is responsible
for strategic leadership and oversees the Company’s daily operations to ensure alignment with marketing objectives. He works
closely with the Board and Senior Management to drive performance, and sustainable growth and marketing.
Dr. Satish Yadlapalli is an Independent Director of our Company. He has a bachelor’s of science in agriculture and master’s
of science in agriculture with specialisation in the field of genetics and plant engineering from Acharya N. G. Ranga Agricultural
University and a doctorate in philosophy from Chaudhary Charan Singh Haryana Agricultural University. He has previously
served as a Principal Scientist and as Director (Seeds) at Acharya N G Ranga Agricultural University. He currently serves as a
director in Andhra Pradesh State Seed Certification Authority, Lam Farm, Guntur. He has received the ‘State Level Best
Scientist’ award for the year 2012 by the Andhra Pradesh Government, the Padma Shri Dr. I.V. Subbarao Rythu Nestham award
in 2020 at the Rythu Nestham 16th anniversary. He has also been felicitated by the Seedsmen Association under the seed
scientists category in 2024 at the 29th Annual General Meeting of the Seedsmen Association, Hyderabad. He is also a recipient
of Smt. Edara Subbayamma and Sri Edara Venkata Rao Memorial Gold Medal for the year 2022-23. He has also been felicitated
with the ‘Professional Excellence Award, 2024’ by the CCS Haryana Agricultural University, Hisar. He has been associated
with our Company since July 21, 2025.
Karunasree Samudrala is an Independent Director of our Company and also serves as an Additional Independent Director in
our Material Subsidiary. She has passed the examination for bachelor’s in commerce from Kakatiya University. She is a
qualified chartered accountant and a fellow member of the Institute of Chartered Accountants of India (‘ICAI’) and is currently
a practicing chartered accountant and has over 18 years of experience. She is also serving as an independent director in Apollo
Micro Systems Limited and Roopa Industries Limited currently. She has received a certification from the ICAI for completing
the certificate course on internal audit in 2011, and completing the practical training and passing the information systems audit
assessment test in 2020. She has also successfully qualified the eligibility test for empanelment as a peer reviewer with the Peer
Review Board of the ICAI in 2022. She has been associated with our Company since July 21, 2025.
Dr. Cherukuri Sreenivasa Rao is an Independent Director of our Company. He has a bachelor’s and master’s of science in
agriculture from Andhra Pradesh Agricultural University and a doctorate in philosophy in the discipline of entomology from
the Indian Agricultural Research Institute. He has previously served as an Assistant Residue Analyst, AICRP on pesticide
residue at College of Agriculture, Rajendranagar, Acharya N G Ranga Agricultural University. He has also served as a as
Director (Pesticide Management) at the National Institute of Plant Health Management. He currently serves as the Dean of
Agriculture at the Acharya N G Ranga Agricultural University. He is a recipient of several awards which includes the
‘Meritorious Research Scientist Award’ by Acharya N G Ranga Agricultural University in 2009, the FTAPCCI Excellence
Award for outstanding contribution in food safety and pesticides residues awarded by Federation of Telangana and Andhra
Pradesh Chambers of Commerce and Industry (‘FTAPCCI’). He has been associated with our Company since July 21, 2025.
Confirmations
None of our Directors is or has been a director on the board of any listed company whose shares have been/were suspended
from being traded on any of the stock exchanges, during his/her tenure, in the five years preceding the date of this Draft Red
Herring Prospectus.
None of our Directors is, or was a director of any listed company, which has been or was delisted from any stock exchange,
during the term of his/her directorship in such company.
Except as stated below, none of our Directors are related to each other:
Sr. No. Name of Directors Relationship
1. Dr. Srinivasa Rao Linga Usha Rani Papineni (Spouse)
261Sr. No. Name of Directors Relationship
Linga Mallikharjuna Rao (Nephew)
2. Usha Rani Papineni Dr. Srinivasa Rao Linga (Spouse)
Linga Mallikharjuna Rao (Nephew)
3. Linga Mallikharjuna Rao Dr. Srinivasa Rao Linga (Uncle)
Usha Rani Papineni (Aunt)
Except as disclosed above and under “Key Managerial Personnel and Senior Management - Relationship among Key
Managerial Personnel and/or Senior Management” none of our Directors are related to each other, or any Key Managerial
Personnel and Senior Management of our Company.
No consideration, either in cash or shares or in any other form has been paid or agreed to be paid to any of our Directors or to
the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become
or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in
which they are interested, in connection with the promotion or formation of our Company.
Except as disclosed in this Draft Red Herring Prospectus, none of our directors are interested as a member in any firm or
company which has any interest in our Company.
Further, none of our Directors have been identified as Wilful Defaulters, Fugitive Economic Offenders or Fraudulent Borrowers
as defined under the SEBI ICDR Regulations.
Arrangement or understanding with major shareholders, customers, suppliers or others
None of our Directors were appointed as Directors of our Company pursuant to any arrangement or understanding with major
shareholders, customers, suppliers or others.
Service contracts with Directors
Other than the statutory benefits available to the Executive Directors none of our Directors have entered into service contracts
with our Company which provide benefits upon termination of employment.
Borrowing powers of our Board
In accordance with the Articles of Association of our Company, Section 180(1)(c) and other applicable provisions of the
Companies Act, pursuant to the resolution passed by our Board dated July 1, 2025, our Shareholders have pursuant to a special
resolution passed at their meeting dated July 5, 2025 authorised the Board of Directors on behalf of the Company to mortgage,
hypothecate, pledge, encumber and/or charge on such terms and conditions as the Board of Directors may deem fit, on all or
any part of movable and/or immovable properties/assets of the Company, wherever situated, and/or the whole or substantially
the whole of the undertaking(s) of the Company in favour of any person(s) including but not limited to banks, financial
institutions, corporate bodies, trustees of debenture holders and/or any other lending agencies or other persons (“Lender(s)”)
to secure the loans, debentures and/or the other credit facilities availed/to be availed by the Company and/or by any other
company/person(s) together with interest thereon and all other amounts payable to the Lender(s), provided that the principal
amount of such loans, debentures and/or the other credit facilities already made or to be made by the Company shall not exceed
₹ 15,000.00 million.
Terms of appointment of the Executive Directors of our Company
Chairman and Managing Director
Dr. Srinivasa Rao Linga is the Chairman and Managing Director of our Company and has been associated with our Company
since June 16, 2009. He was appointed as the Chairman and Managing Director of our Company pursuant to the resolution
passed by our Board at its meeting dated August 18, 2025 and the resolution passed by our Shareholders’ on August 19, 2025
for a period of three years with effect from August 18, 2025.
Our Chairman and Managing Director is entitled to the following remuneration and perquisites with effect from August 18,
2025:
Sr. No. Particulars Description
1. Salary, perquisites and Up to ₹ 25.00 million per annum along with provision for annual increments as determined by the
allowances Nomination and Remuneration Committee.
2. Commission on net profits 5% of net profits as determined by the Nomination and Remuneration Committee.
262Managing Director
Usha Rani Papineni is the Managing Director of our Company and has been associated with our Company since June 16, 2009.
She was appointed as the Managing Director of our Company pursuant to the resolution passed by our Board at its meeting
dated August 18, 2025 and the resolution passed by our Shareholders’ on August 19, 2025 for a period of three years with effect
from August 18, 2025.
Our Managing Director is entitled to the following remuneration and perquisites with effect from August 18, 2025:
Sr. No. Particulars Description
1. Salary, perquisites and Up to ₹ 5.00 million per annum along with provision for annual increments as determined by the
allowances Nomination and Remuneration Committee.
2. Commission on net profits 2% of net profits as determined by the Nomination and Remuneration Committee.
Whole-time Director
Linga Mallikharjuna Rao is the Whole-time Director of our Company and has been associated with our Company since
December 21, 2023. He was appointed as the Whole-time Director of our Company pursuant to the resolution passed by our
Board at its meeting dated August 18, 2025, and the resolution passed by our Shareholders on August 19, 2025 for a period of
three years from August 18, 2025.
Sr. No. Particulars Description
1. Salary, perquisites and Up to ₹ 3.12 million per annum along with provision for annual increments as determined by the
allowances Nomination and Remuneration Committee.
Our Company has paid the following remuneration to our Executive Directors in Fiscal 2025:
S. No. Name of Director Total remuneration (in ₹ million)
1. Usha Rani Papineni 52.50
2. Linga Mallikharjuna Rao 3.12
Terms of appointment of our Independent Directors
Pursuant to a Board resolution dated August 18, 2025, our Independent Directors are entitled to receive sitting fees of ₹ 50,000
for attending each meeting of the Board and ₹ 25,000 for attending each meeting of the Committees of our Board.
Since our Independent Directors, Dr. Satish Yadlapalli, Karunasree Samudrala and Dr. Cherukuri Sreenivasa Rao were
appointed on July 21, 2025, they were not paid any sitting fees for Fiscal 2025.
Remuneration paid or payable to our Directors by our Subsidiary
Except as disclosed below, none of our Directors have received or were entitled to receive any remuneration, sitting fees or
commission from our Subsidiary for the Fiscal Year 2025:
S. No. Name of Director Total remuneration (in ₹ million)
1. Dr. Srinivasa Rao Linga 52.50
Contingent or deferred compensation to our Directors
There is no contingent or deferred compensation payable to our Directors which does not form part of their remuneration.
Shareholding of Directors in our Company
As per our Articles of Association, our Directors are not required to hold any qualification shares.
Except as disclosed in the section titled “Capital Structure – Details of the Shareholding of our Directors, our Key Managerial
Personnel, our Senior Management, our Promoters, and members of our Promoter Group” on page 100, as on date of this Draft
Red Herring Prospectus, none of our Directors hold any Equity Shares in our Company.
Bonus or profit-sharing plan for our Directors
None of our Directors are party to any bonus or profit-sharing plan of our Company.
Interests of our Directors
263All our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings
of our Board and/or committees, the reimbursement of expenses payable to them, and commission as approved by our Board
from time to time.
All Directors may be deemed to be interested to the extent of reimbursement of expenses payable to them, if any and the
remuneration payable to such Directors as decided by the Board from time to time. Our Executive Directors are interested to
the extent of remuneration, payable to them for services rendered as an officer or employee of our Company or our Subsidiary.
Our Independent Directors are interested to the extent of the sitting fees and commission payable to them in accordance with
applicable law. Further, certain of our Directors are also on the board of our Subsidiary.
Our Directors may be interested to the extent of Equity Shares, if any, held by them, their relatives (together with other
distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors,
proprietors, members or trustees, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they
are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Offer and any dividend and
other distributions payable in respect of such Equity Shares.
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into
by our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in
which they are partners in the ordinary course of business.
Interest of Directors in the promotion or formation of our Company
Except Dr. Srinivasa Rao Linga and Usha Rani Papineni, who are the Promoters of our Company, none of our Directors have
any interest in the promotion or formation of our Company as on the date of this Draft Red Herring Prospectus. Also see, “Our
Promoters and Promoter Group – Our Promoters” on page 279.
Interest in land and property
Our Directors do not have any interest in any property acquired or proposed to be acquired of or by our Company.
Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or
supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.
Business interest
Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Information – Note 2.37 –
Related Party Transactions” at page 332, our Directors do not have any other business interest in our Company.
Loans to Directors
Our Directors have not availed any loans from our Company.
Our Directors are not interested as a member of a firm or company and no sum has been paid or agreed to be paid to our Director
or to any such firm or company in cash or shares or otherwise by any person either to induce them to become, or to qualify
them as, a director, or otherwise, for services rendered by such Director or by such firm or company in connection with the
promotion or formation of our Company.
Changes to our Board in the last three years
The changes in our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are as set
out below:
Name Date of appointment/ cessation Designation (at the time of Reason
reappointment/resignation/ appointment/ cessation/
regularisation reappointment/resignation/
regularisation)
Dr. Srinivasa Rao Linga August 18, 2025 Chairman and Managing Director Redesignation
Usha Rani Papineni August 18, 2025 Managing Director Redesignation
Linga Mallikharjuna Rao August 18, 2025 Whole-time Director Redesignation
Linga Mallikharjuna Rao July 30, 2025 Executive Director Regularisation
Dr. Satish Yadlapalli July 30, 2025 Independent Director Regularisation
Karunasree Samudrala July 30, 2025 Independent Director Regularisation
Dr. Cherukuri Sreenivasa Rao July 30, 2025 Independent Director Regularisation
Dr. Satish Yadlapalli July 21, 2025 Additional Director (Independent) Appointment
Karunasree Samudrala July 21, 2025 Additional Director (Independent) Appointment
264Name Date of appointment/ cessation Designation (at the time of Reason
reappointment/resignation/ appointment/ cessation/
regularisation reappointment/resignation/
regularisation)
Dr. Cherukuri Sreenivasa Rao July 21, 2025 Additional Director (Independent) Appointment
Linga Krishna Santosh May 9, 2025 Non-Executive Director Resignation
Linga Mallikharjuna Rao January 22, 2025 Additional Director (Executive) Appointment
Linga Krishna Santosh December 31, 2024 Non-Executive Director Regularisation
Linga Krishna Santosh September 27, 2024 Additional Director (Non-Executive) Appointment
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance,
will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company
is in compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the
SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the constitution of the Board and committees thereof
and formulation and adoption of policies. Our Company undertakes to take all necessary steps to continue to comply with all
the requirements of SEBI Listing Regulations and the Companies Act, 2013.
As of the date of this Draft Red Herring Prospectus, our Board comprises of six Directors, of whom three are Executive
Directors, and three are Independent Directors (including one woman-Independent Director). In compliance with Section 152
of the Companies Act, not less than two-thirds of the Directors (excluding Non-Executive Independent Directors) are liable to
retire by rotation.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the
following Board-level committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Corporate Social Responsibility Committee;
(e) Risk Management Committee; and
(f) IPO Committee.
Audit Committee
The Audit Committee was constituted by our Board pursuant to a resolution passed by our Board at its meeting held on July
21, 2025 and the terms of reference of the Audit Committee were adopted pursuant to a resolution passed by our Board at its
meeting held on August 18, 2025. The Audit Committee is in compliance with Section 177 of the Companies Act and Regulation
18 of the SEBI Listing Regulations.
The members of the Audit Committee are:
Name of the Director Position in the Committee Designation
Karunasree Samudrala Chairperson Independent Director
Dr. Satish Yadlapalli Member Independent Director
Linga Mallikharjuna Rao Member Whole-time Director
The terms of reference of the Audit Committee are as follows:
1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommending to the Board the appointment, remuneration and terms of appointment of statutory auditor and the
fixation of the audit fee of the Company;
3. Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;
4. Approving payments to statutory auditors for any other services rendered by the statutory auditors;
2655. To approve the key performance indicators being included in the offer documents in connection with the proposed
initial public offer by the Company;
6. Formulating a policy on related party transactions, which shall include materiality of related party transactions;
7. Examining and reviewing, with the management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval, with particular reference to:
(a) matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report
in terms of clause(c) of sub-section (3) of Section 134 of the Act;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgement by management;
(d) significant adjustments made in the financial statements arising out of audit findings;
(e) compliance with listing and other legal requirements relating to financial statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report.
8. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the
Board for approval;
9. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer
document/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds
of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter. This
also includes monitoring the use/application of the funds raised through the proposed initial public offer by the
Company;
10. Approval or any subsequent modifications 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
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;
11. Reviewing, at least on a quarterly basis, the details of the related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
12. Laying down the criteria for granting omnibus approval in line with the Company’s policy on related party
transactions;
13. Scrutinising of inter-corporate loans and investments;
14. Valuation of undertakings or assets of the Company, wherever it is necessary;
15. Evaluating of internal financial controls and risk management systems;
16. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances, with the
chairman 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;
17. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
18. 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;
19. Discussing with internal auditors of any significant findings and follow up there on;
26620. 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;
21. Discussing 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;
22. Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees
and approval for payment for any other services;
23. Looking into reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
24. Reviewing the functioning of the whistle blower mechanism;
25. Approving the appointment of chief financial officer or any other person heading the finance function or discharging
that function after assessing the qualifications, experience and background, etc. of the candidate;
26. Monitoring the end use of funds raised through public offers and related matters;
27. Overseeing the vigil mechanism established by the Company, with the chairman 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;
28. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms
of reference as may be decided by the Board and/or specified/provided under the Companies Act, the Listing
Regulations or by any other regulatory authority;
29. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/
advances/ investments existing as per applicable law;
30. Approval of related party transactions to which the subsidiary(ies) of the Company is party but the Company is not a
party, if the value of such transaction whether entered into individually or taken together with previous transactions
during a financial year exceeds 10% of the annual consolidated turnover as per the last audited financial statements of
the Company, subject to such other conditions prescribed under the SEBI Listing Regulations;
31. Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees
and approval for payment for any other services; and
32. Consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders.
33. Carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing
Regulations or any other applicable law, as and when amended from time to time.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by our Board pursuant to a resolution passed by our Board at
its meeting held on July 21, 2025 and the terms of reference of the Nomination and Remuneration Committee were adopted
pursuant to a resolution passed by our Board at its meeting held on August 18, 2025. The Nomination and Remuneration
Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations.
The members of the Nomination and Remuneration Committee are:
Name of the Director Position in the Committee Designation
Dr. Cherukuri Sreenivasa Rao Chairperson Independent Director
Dr. Satish Yadlapalli Member Independent Director
Karunasree Samudrala Member Independent Director
The terms of reference of the Nomination and Remuneration Committee are as follows:
1. Formulating the criteria for determining qualifications, positive attributes and independence of a Director and
recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;
267The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of
the Company and its goals.
2. For every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Nomination and Remuneration Committee may
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates
3. Formulating of criteria for evaluation of the performance of the independent directors and the Board;
4. Devise a policy on Board diversity;
5. Identifying persons who qualify to become directors or who may be appointed in senior management in accordance
with the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations
of every director’s performance of Board, its committees and individual directors to be carried out either by the Board,
by the Nomination and Remuneration Committee or by an independent external agency and review its implementation
and compliance;
6. Determining whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;
7. 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;
8. Analysing, monitoring and reviewing various human resource and compensation matters;
9. 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;
10. Determining compensation levels payable to the senior management and other staff (as deemed necessary), which
shall be market-related, usually consisting of a fixed and variable component;
11. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in
accordance with applicable laws;
12. Performing such functions as are required to be performed by the compensation committee under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;
13. Administering monitoring and formulating detailed terms and conditions the employee stock options scheme/ plan
approved by the board and the members of the company in accordance with the terms of such scheme/ plan, if any;
14. Construing and interpreting the ESOP schemes and any agreements defining the rights and obligations of the company
and eligible employees under the ESOP scheme, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the ESOP schemes;
15. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in
India or overseas, including:
(i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
or
268(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to
the Securities Market) Regulations, 2003, as amended.
16. Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies
Act, the Listing Regulations or by any other regulatory authority; and
17. Recommend to the Board, all remuneration, in whatever form, payable to senior management and other staff, as
deemed necessary.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted by our Board pursuant to a resolution passed by our Board at its
meeting held on August 18, 2025. The scope and function of the Stakeholders’ Relationship Committee is in accordance with
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The members of the Stakeholders’
Relationship Committee are:
Name of the Director Position in the Committee Designation
Karunasree Samudrala Chairperson Independent Director
Usha Rani Papineni Member Managing Director
Linga Mallikharjuna Rao Member Whole-time Director
The terms of reference of the Stakeholders’ Relationship Committee are as follows:
1. Consider and resolve grievances of security holders of the Company, including complaints related to
transfer/transmission of shares non-receipt of share certificates and review of cases for refusal of transfer/transmission
of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt
of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar and Share Transfer Agent;
4. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other
security holders;
5. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or
any other securities;
6. 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;
7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;
8. To approve, register, refuse to register transfer or transmission of shares and other securities and debentures,
dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates,
compliance with all the requirements related to shares, debentures and other securities from time to time;
9. To sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
10. Allotment and listing of shares;
11. To authorise affixation of common seal of the Company;
12. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of
the Company;
13. To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
14. To dematerialise or rematerialise the issued shares;
15. Ensure proper and timely attendance and redressal of investor queries and grievances;
26916. Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable),
as and when amended from time to time; and
17. To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s),
professional(s), or agent(s).
Corporate Social Responsibility Committee
Our Corporate Social Responsibility Committee was constituted by our Board pursuant to a resolution passed by our Board at
its meeting held on April 19, 2019, and reconstituted by our Board pursuant to a resolution passed by our Board at its meeting
held on August 18, 2025. The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies
Act.
The members of the Corporate Social Responsibility Committee are:
Name of the Director Position in the Committee Designation
Dr. Satish Yadlapalli Chairperson Independent Director
Dr. Srinivasa Rao Linga Member Chairman and Managing Director
Usha Rani Papineni Member Managing Director
The terms of reference of the Corporate Social Responsibility Committee include the following:
1. To formulate and recommend to the Board of Directors, the CSR Policy, indicating the CSR activities to be undertaken
as specified in Schedule VII of the Companies Act, 2013, as amended;
2. Formulate and recommend an annual action plan in pursuance of its Corporate Social Responsibility Policy which
shall list the projects or programmes undertaken, manner of execution of such projects, modalities of utilisation of
funds, monitoring and reporting mechanism for the projects.
3. Identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
4. Delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated
responsibilities;
5. Review and monitor the implementation of corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of corporate social responsibility programmes;
6. To recommend the amount of expenditure to be incurred on the CSR activities, at least two per cent. of the average
net profits of the company made during the three immediately preceding financial years or where the company has not
completed the period of three financial years since its incorporation, during such immediately preceding financial
years, in pursuance of its Corporate Social Responsibility Policy;
7. To monitor the CSR Policy and its implementation by the Company from time to time;
8. To perform such other functions or responsibilities and exercise such other powers as may be conferred upon the CSR
Committee in terms of the provisions of Section 135 of the Companies Act, as amended and the rules framed
thereunder.
Risk Management Committee
Our Risk Management Committee was constituted by our Board pursuant to a resolution passed by our Board at its meeting
held on August 18, 2025. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing
Regulations.
The members of the Risk Management Committee are:
Name of the Director Position in the Committee Designation
Dr. Srinivasa Rao Linga Chairperson Chairman and Managing Director
Usha Rani Papineni Member Managing Director
Dr. Cherukuri Sreenivasa Rao Member Independent Director
The terms of reference of the Risk Management Committee include the following:
1. To formulate a detailed risk management policy which shall include:
270a. A framework for identification of internal and external risks specifically faced by the Company, including
financial, operational, sectoral, sustainability (including ESG related risks), information, cyber security risks
or any other risk as may be determined;
b. Measures for risk mitigation including systems and processes for internal control of identified risks.
c. Business continuity plan.
2. To approve major decisions affecting the risk profile or exposure and provide appropriate directions;
3. To consider the effectiveness of decision-making processes during crises and emergencies;
4. To balance risks and opportunities appropriately;
5. To ensure implementation of adequate methodology, processes and systems for monitoring and evaluating risks;
6. To oversee the implementation and effectiveness of the Risk Management Policy;
7. To review the Risk Management Policy periodically, at least once in two years, considering changing industry
dynamics and emerging risks;
8. To update the Board of Directors on key discussions, recommendations and action items;
9. To oversee the appointment, removal and terms of remuneration of the Chief Risk Officer (if any); and
10. To perform such other duties and functions as may be delegated by the Board or prescribed under applicable law.
In addition to regulatory committees mentioned above, we have also incorporated IPO Committee whose details are set forth
below:
IPO Committee
Our IPO Committee was constituted by our Board pursuant to a resolution passed by our Board at its meeting held on August
18, 2025.
The members of the IPO Committee are:
Name of the Director Position in the Committee Designation
Linga Mallikharjuna Rao Chairperson Whole-time Director
Usha Rani Papineni Member Managing Director
Karunasree Samudrala Member Independent Director
The terms of reference of the IPO Committee include the following
1. To make applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Government
of India, SEBI, the RBI, Registrar of Companies, or to any other statutory or governmental authorities in connection
with the Offer as may be required and accept on behalf of the Board such conditions and modifications as may be
prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required,
and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the
Prospectus;
2. To finalise, settle, approve, adopt and file the draft red herring prospectus with the SEBI, the red herring prospectus
and prospectus with the SEBI, the RoC, and other regulatory authorities (including the preliminary and final
international wrap, and amending, varying, supplementing or modifying the same, or providing any notices,
clarifications, reply to observations, addenda, or corrigenda thereto, together with any summaries thereof as may be
considered desirable or expedient), the bid cum application forms, abridged prospectus, confirmation of allocation
notes and any other document in relation to the Offer as finalised by the Company, and take all such actions in
consultation with the BRLMs as may be necessary for the submission and filing of the documents mentioned above,
including incorporating such alterations/corrections/modifications as may be required by the SEBI, respective stock
exchanges where the Equity Shares are proposed to be listed, the RoC or any other relevant governmental and statutory
authorities or otherwise under applicable laws;
3. To decide in consultation with the BRLMs on the timing, pricing and all the terms and conditions of the Offer,
including the price band, Offer price, Offer size, allocation/allotment to eligible persons pursuant to the Offer,
including any anchor investors and to accept any amendments, modifications, variations or alterations thereto, and/or
271reservation on a competitive basis, and rounding off, if any, in the event of oversubscription and in accordance with
applicable laws, and/or any discount to be offered to retail individual bidders or eligible employees participating in the
Offer;
4. To appoint, instruct and enter into arrangements with the BRLMs, and in consultation with BRLMs appoint, and enter
into agreements with intermediaries, co-managers, underwriters to the Offer, syndicate members to the Offer, brokers
to the Offer, escrow collection bankers to the Offer, auditors, independent chartered accountants, refund bankers to
the Offer, public offer account bankers to the Offer, sponsor bank, registrar, grading agency, industry expert, legal
advisors, advertising agency(ies), monitoring agency and any other agencies or persons or intermediaries to the Offer,
including any successors or replacements thereof, and to negotiate and finalise and amend the terms of their
appointment, including but not limited to execution of the mandate letters and/ or agreements, and to terminate
agreements or arrangements with such BRLMs and intermediaries;
5. To take all actions as may be necessary or authorized, in connection with the Offer for Sale, including taking on record
the approval of the Promoter Selling Shareholder(s) for offering their Equity Shares including the quantum in terms
of number of Equity Shares/amount offered by the Promoter Selling Shareholder(s) in the Offer for Sale, allow revision
of the Offer for Sale portion in case any of the Promoter Selling Shareholders decide to revise it, in accordance with
the Applicable Laws;
6. To authorise the maintenance of a register of holders of the Equity Shares;
7. To negotiate, finalise and settle and to execute where applicable and deliver or arrange the delivery of the BRLMs’
mandate or fee/ engagement letter, Offer agreement, share escrow agreement, syndicate agreement, underwriting
agreement, cash escrow agreement, monitoring agency agreement, agreements with the registrar of the Offer and the
advertising agency(ies) and all other documents, deeds, agreements, memorandum of understanding and other
instruments, legal advisors, auditors, Stock Exchanges, BRLMs and other agencies/ intermediaries in connection with
Offer and any notices, supplements, addenda and corrigenda thereto, as may be required or desirable in relation to the
Offer, with the power to authorise one or more officers of the Company to negotiate, execute and deliver any or all of
the these documents;
8. To open with the bankers to the Offer such accounts as may be required by the regulations issued by SEBI and operate
bank accounts opened separate in terms of the escrow agreement with a scheduled bank to receive applications along
with application monies, handling refunds and for the purposes set out in Section 40(3) of the Companies Act, 2013,
as amended, in respect of the Offer, and to authorise one or more officers of the Company to execute all
documents/deeds as may be necessary in this regard;
9. To seek, if required, the consent and/or waiver of the lenders to the Company and/or lenders to the subsidiary (if
applicable), industry data provider, parties with whom the Company has entered into various commercial and other
agreements, all concerned governmental and regulatory authorities in India or outside India and any other consents
and/or waivers that may be required in relation to the Offer;
10. To approve any corporate governance requirements that may be considered necessary by the Board or the IPO
Committee or as may be required under the Applicable Laws or the uniform listing agreement to be entered into by
the Company with the relevant stock exchanges, and to approve policies to be formulated under the Companies Act,
2013, as amended and the regulations prescribed by SEBI including the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended, (given the proposed listing of the Company);
11. To authorise and approve, the incurring of expenditure and payment of fees, commissions, brokerage, remuneration
and expenses in connection with the Offer;
12. To determine and finalise, in consultation with the BRLMs, the bid opening and bid closing dates (including bid
opening and bid closing dates for anchor investors), the floor price/price band for the Offer and minimum bid lot for
the purpose of bidding, (including anchor investors offer price), any revision to the price band and the final Offer price
after bid closure, total number of Equity Shares to be reserved for allocation to eligible investors, approve the basis of
allotment and confirm allocation/allotment of the Equity Shares to various categories of persons as disclosed in the
DRHP, the RHP and the Prospectus, in consultation with the BRLMs and do all such acts and things as may be
necessary and expedient for, and incidental and ancillary to the Offer including any alteration, addition or making any
variation in relation to the Offer;
13. To issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode representing
the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and
to provide for the tradability and free transferability thereof as per market practices and regulations, including listing
272on one or more stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of
the aforestated documents;
14. To authorise and approve notices, advertisements in such newspapers and other media as it may deem fit and proper
in relation to the Offer, in consultation with the relevant intermediaries appointed for the Offer in accordance with the
SEBI ICDR Regulations, Companies Act, 2013, as amended;
15. To do all such acts, deeds, matters and things and execute all such other documents, agreements, forms, certificates,
undertakings, letters and instruments, as may deem necessary or desirable for such purpose, including without
limitation, finalise the basis of allocation and to allot the shares to the successful allottees as permissible in law, issue
of share certificates in accordance with the relevant rules;
16. to make any alteration, addition, or variation in relation to the Offer, in consultation with the BRLMs or SEBI or such
other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact Offer
structure and the exact component of issue of Equity Shares;
17. To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign agreements
and/or such other documents as may be required with the National Securities Depository Limited, the Central
Depository Services (India) limited and such other agencies, authorities or bodies as may be required in this
connection;
18. To withdraw the draft red herring prospectus, red herring prospectus and the Offer at any stage, if deemed necessary,
in accordance with the SEBI ICDR Regulations and Applicable Laws and in consultation with the BRLMs;
19. To negotiate, finalise, sign, execute, deliver and complete the offer agreement, syndicate agreement, share escrow
agreement, escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Offer
and the advertising agency(ies) and all notices, offer documents (including draft red herring prospectus, red herring
prospectus and prospectus) agreements, letters, applications, other documents, papers or instruments (including any
amendments, changes, variations, alterations or modifications thereto) on behalf of the Promoter Selling
Shareholder(s) (as maybe applicable), as the case may be, in relation to the Offer;
20. To make in-principle and final applications for listing of the Equity Shares in one or more recognised stock exchange(s)
in India and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock
exchange(s);
21. To authorize and empower any director or directors of the Company or other officer or officers of the Company,
including by the grant of power of attorney, declarations, affidavits, certificates, consents and authorities as may be
required from time to time in relation to the Offer and to do such acts, deeds and things as such authorised person in
his/her/their absolute discretion may deem necessary or desirable in connection with the issue, offer and
allotment/transfer of the Equity Shares, for and on behalf of the Company, to execute and deliver, on a several basis,
any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer(s)
consider necessary, appropriate or advisable, in connection with the Offer, including, without limitation, engagement
letter(s), memoranda of understanding, the listing agreement(s) with the stock exchange(s), the registrar agreement
and memorandum of understanding, the depositories’ agreements, the offer agreement with the BRLMs (and other
entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLMs and syndicate members,
the stabilization agreement, the share escrow agreement, the escrow and sponsor bank agreement, confirmation of
allocation notes, allotment advice, placement agents, registrar to the Offer, bankers to the Company, managers,
underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate
members, brokers, escrow collection bankers, auditors, grading agency and all such persons or agencies as may be
involved in or concerned with the Offer, if any, and to make payments to or remunerate by way of fees, commission,
brokerage or the like or reimburse expenses incurred in connection with the Offer by the BRLMs and to do or cause
to be done any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable
in order to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or
documents so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive
evidence of the authority of the Authorized Officer and the Company in so doing.;
22. To determine the utilization of proceeds of the Fresh Issue and accept and appropriate proceeds of the Fresh Issue in
accordance with the Applicable Laws;
23. To determine the price at which the Equity Shares are offered, allocated, transferred and/or allotted to investors in the
Offer in accordance with applicable regulations in consultation with the BRLMs and/or any other advisors, and
determine the discount, if any, proposed to be offered to eligible categories of investors;
27324. To settle all questions, difficulties or doubts that may arise in regard to such issues or allotment and matters incidental
thereto as it may, deem fit and to delegate such of its powers as may be deemed necessary to the officials of the
Company;
25. If deemed appropriate, to invite the existing shareholders of the Company to participate in the Offer by offering for
sale the Equity Shares held by them at the same price as in the Offer;
26. All actions as may be necessary in connection with the Offer, including extending the Bid/Offer period, revision of
the Price Band, allow revision of the Offer for Sale portion in case any of the Promoter Selling Shareholders decide to
revise it, in accordance with the Applicable Laws; and
27. To decide all matters regarding the Pre-IPO Placement if any, including the execution of the relevant documents with
the investors, in consultation with the BRLMs.
[The remainder of this page has been left blank intentionally]
274Management organization chart
BOARD OF DIRECTORS
Dr. Srinivasa Rao Linga Mrs.Usha Rani Papineni
Chairman and Managing Managing Director
Director
Mr W. L hi on leg a T iM R maa eol l D i k i rh e a c r t j o u r n a ChieM f Fr i. nJ a S na cn iaje l e Ov ff i c e r ComC poM lm iar n. p a cS eny H y Oe e d S f af ie dW cc ea r res t &i am r y L , e g a l (PrH odeM uaG cdr. to ioR n of n ua O v g Dpi uk een pra t a an l t rat i to h m n es n t ) M Pr r. o (B d su. u R bct sa i ioj d nB ia h rH ya e )r aa dth Mr Hs e. aJ d Da y oA el f vye R eyk lea oh st pa eh m aK a r ena c n hk t k a a n d d a n C h ad oa fM l M a Sr v au. a n pS d apr a ge l eye m Cd eh h na a t r i n H ead M Hr e. a aK ndo d -t AHag dui mmri i a nR n isa tRv ri e a sS tioa oun nrk ca er HM e r a. d K - o (S s y a ua l b eS ssr i i d&n i ai Mv rya a )s ra k eR tia no g
275Key Managerial Personnel and Senior Management
Key Managerial Personnel
In addition to Dr. Srinivasa Rao Linga, our Chairman and Managing Director, Usha Rani Papineni, our Managing Director and
Linga Mallikharjuna Rao, our Whole-time Director whose details are disclosed under ‘Our Management – Brief profiles of our
Directors’ on page 260, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus
are as set out below:
J Sanjeev is the Chief Financial Officer of our Company. He has been associated with our Company since December 1, 2023
and was initially appointed as Deputy General Manager (Finance and Accounting). He is responsible for the Company’s
financial strategy, planning, reporting, and risk management. He has a bachelor’s in commerce from Osmania University and
has passed the examination for master’s in business administration from ISBM University. He has been awarded an intermediate
examination certificate for passing the intermediate examination held by the Institute of Cost Accountants of India. Prior to
joining our Company, he was associated with Brilliant Bio Pharma Private Limited as Manager (Finance and Accounts),
Seaways Shipping and Logistics Limited Assistant General Manager (Finance and Accounts) and with our Subsidiary as Deputy
General Manager (Finance and Accounting). For Fiscal 2025, he was paid an aggregate compensation of ₹ 3.31 million.
Syed Wasim is the Company Secretary, Compliance Officer and Legal Head of our Company and has been associated with
our Company since October 1, 2024. He is responsible for corporate governance, statutory compliance, and manages board
processes and regulatory filings. He has passed the examination for the bachelor’s in commerce from Osmania University and
has passed the examination for bachelor’s in law from Sultan Uloom College. He is registered as an associate with the Institute
of Companies Secretaries of India. Prior to joining our Company, he was associated with Brilliant Bio Pharma Private Limited
as Company Secretary and with Olive Hospital as Company Secretary and Finance Manager (Finance and Accounts
Department). For Fiscal 2025, he was paid an aggregate compensation of ₹ 0.61 million.
Senior Management
Other than Syed Wasim, our Company Secretary, Compliance Officer and Legal Head and J Sanjeev, our Chief Financial
Officer, our Key Managerial Personnel whose details are mentioned above, the details of our other Senior Management as on
the date of this Draft Red Herring Prospectus are as set out below:
Sreedhar Chadalavada is the Head of Supply Chain Management, of our Company and has been associated with us since
March 1, 2023. He is responsible for end-to-end supply chain operations including procurement, logistics, inventory and vendor
management. He has a bachelor’s in agriculture from Acharya N.G. Ranga Agricultural University. Prior to joining our
Company, he was associated with NSL Textiles Limited as deputy general manager, contract cotton production and with Bayer
Bio Science Private Limited as executive, quality assurance. He has 18 years of experience in the seed industry. For Fiscal
2025, he was paid an aggregate compensation of ₹ 2.96 million.
Koya Srinivasa Rao is the Head of Sales and Marketing, in Sales and Marketing Department of our Subsidiary, Srikar Biotech
Private Limited. He is responsible for sales growth and market expansion through strategic planning, target setting, and team
leadership. He oversees branding, marketing campaigns, and customer engagement to enhance market presence and revenue.
He has a bachelor’s in agriculture science from Andhra Pradesh Agricultural University, he has passed the examination for
master’s in science (agriculture) with specialisation in entomology from Govind Ballabh Pant University of Agriculture and
Technology and has also passed the examination for the post graduate diploma in marketing management from Annamalai
University. He has been associated with our Subsidiary since April 1, 2011 and was initially appointed as the Regional Sales
Manager. Prior to joining our Subsidiary, he was associated with Rallis India Limited as senior sales executive and has
cumulative experience of over 17 years. For Fiscal 2025, he was paid an aggregate compensation of ₹ 1.56 million.
B. Raj Bharath is the Production Head in the production department of our Subsidiary. He has passed the examination for
bachelor’s of engineering from Vinayak Missions University and has a master’s of technology in bio-technology from the
Jawaharlal Nehru Technical University, Hyderabad. He is responsible for overall plant operations including production,
maintenance, safety and quality. He implements process improvements, optimises resource utilisation and ensures compliance
with company standards. He has been associated with our Subsidiary since November 12, 2009 and was initially appointed as
a Production Trainee in the production department and has cumulative experience of over 15 years. For Fiscal 2025, he was
paid an aggregate compensation of ₹1.27 million.
Kotagiri Ravi Sankar is the Head of Human Resource and Administration of our Company and our Wholly-owned Subsidiary.
He has been associated with our Company since October 18, 2024. He is responsible for the human resources functions,
overseeing talent acquisition, employee engagement, performance management, and policy implementation. He ensures
compliance with labour laws, and ensures alignment of human resource strategies with organisational goals. He has a bachelor’s
in commerce and a master’s in human resource management from Andhra University. He has previously been associated with
Apricot Foods Pvt. Ltd. as a Manager HR, Samrat Spinners Limited and Pitti Laminations Limited as a personnel officer,
Zenotech Laboratories Limited as a senior personnel officer, DT Projects Limited as assistant manager, human resources and
276administration, Marg Limited as deputy manager, human resources, Ramky Infrastructure Limited as deputy manager (human
resources and administration), Meenakshi Infrastructure Private Limited as manager, human resources, GRN Constructions
Private Limited as head of human resources and administration and Vishal Projects Private Limited as a general manager,
human resource and administration. He has over 22 years of experience, serving in various capacities in the human resources
department. For Fiscal 2025, he was paid an aggregate compensation of ₹ 0.53 million.
Ravikanth Gonuguntla is the Head of Operations of Production Department of our Company. He is responsible for day-to-
day operational activities to ensure efficiency, quality and alignment with production objectives. He develops and implements
process improvements, manages resources and ensures compliance with operational standards. He has passed the examination
for bachelor’s in computer science and engineering from Jawaharlal Nehru Technological University, Hyderabad. He has been
associated with our Company since August 1, 2012 and was initially appointed as a Production Trainee and has cumulative
experience of over 13 years. For Fiscal 2025, he was paid an aggregate compensation of ₹ 0.89 million.
Jaylekha Kakkadan Ayyathan is the Head of Research and Development, of our Company and has been associated with our
Company since May 20, 2025. She is responsible for leading innovation, product development, and research initiatives. She
oversees R&D projects and collaborates with cross-functional teams for market ready solutions. She has a bachelor’s and a
master’s of science in agriculture from the Andhra Pradesh Agricultural University. She also holds a post-graduate diploma in
technology management in agriculture from the University of Hyderabad. Prior to joining our Company, she was previously
associated with the International Crops Research Institute for the Semi-Arid Tropics with the chickpea breeding unit and with
Bayer BioScience Private Limited as lead breeder. She has received ‘Women Achiever in Seed Sector, 2021’ from the
Foundation for Advanced Training in Plant Breeding, award for ‘Excellence in Crop Breeding’ from Proagro and an award of
‘Excellence in B&PD – Millet’ for the year 2007. She has a cumulative experience of over 30 years in the agricultural industry.
As she was appointed on May 20, 2025, no compensation was paid to her during Fiscal 2025.
Retirement and termination benefits
Except applicable statutory benefits, none of our Key Managerial Personnel or Senior Management would receive any benefits
on their retirement or on termination of their employment with our Company.
Relationship among Key Managerial Personnel and/or Senior Management
Except as disclosed below and under “Board of Directors – Confirmations”, none of our Key Managerial Personnel or Senior
Management are related to any of our Directors or other Key Managerial Personnel or Senior Management:
Sr. No. Name of KMP/SMP Relationship
1. Ravikanth Gonuguntla Dr. Srinivasa Rao Linga (Uncle)
Usha Rani Papineni (Aunt)
Arrangements and understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement or understanding
with any major Shareholders, customers or suppliers of our Company, or others.
Status of Key Managerial Personnel and Senior Management
Except for Koya Srinivasa Rao and B. Raj Bharath, who are employees of our Subsidiary, Srikar Biotech Private Limited, all
our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Attrition of Key Managerial Personnel and Senior Management vis-à-vis industry
The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the industry in
which we operate.
Shareholding of Key Managerial Personnel and Senior Management
Except as disclosed below and mentioned under ‘ – Shareholding of Directors in our Company’ on page 263 above, none of
our Key Managerial Personnel and Senior Management hold any Equity Shares as on the date of this Draft Red Herring
Prospectus:
Sl. Name of the KMP/SMP No. of Equity Share of face Percentage of pre-Offer
No. value of ₹ 2 each held shareholding (%)
1. J Sanjeev 30 Negligible*
2. Sreedhar Chadalavada 30 Negligible*
3. Koya Srinivasa Rao 299,898 0.22
* Less than 0.01%
277Service contracts with Key Managerial Personnel and Senior Management
Our Key Managerial Personnel and Senior Management are governed by the terms of their appointment letters/ employment
contracts and have not entered into any service contracts with our Company.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation payable to the Key Managerial Personnel and Senior Management, which
does not form part of their remuneration.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management are party to any bonus or profit-sharing plan of our Company
other than performance based discretionary incentives given to the Key Managerial Personnel and Senior Management.
Interests of Key Managerial Personnel and Senior Management
Other than as disclosed in “ – Interest of our Directors” on page 263, our Key Managerial Personnel (other than our Directors)
and our Senior Management are interested in our Company to the extent of the remuneration or benefits to which they are
entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of
their service. Further, Dr. Srinivasa Rao Linga, Usha Rani Papineni, J Sanjeev, Koya Srinivasa Rao, Sreedhar Chadalavada and
Ravikanth Gonuguntla are interested to the extent of Equity Shares held by them, their relatives or by entities in which they are
associated as a director and to the extent of benefits arising out of such shareholding.
Other than as disclosed in “ – Interests of our Directors – Other conformations”, our Key Managerial Personnel and Senior
Management have no conflict of interest with the suppliers of raw materials and third-party service providers (crucial for
operations of the Company).
Changes in the Key Managerial Personnel or Senior Management in last three years
Other than as disclosed in “ – Changes to our board in last three years” on page 264, the changes in our Key Managerial
Personnel and our Senior Management during the 3 years immediately preceding the date of this Draft Red Herring Prospectus,
are set out below:
Name Date of appointment/ resignation Reason
Jaylekha Kakkadan Ayyathan May 20, 2025 Appointment as Head of Research and Development
J Sanjeev January 22, 2025 Appointment as CFO
Syed Wasim January 22, 2025 Appointment as Company Secretary, Compliance Officer
and Legal Head
Kotagiri Ravi Shankar October 18, 2024 Appointment as Head of Human Resource and
Administration
Payment or benefit to officers of our Company
No non-salary related amount or benefit has been paid or given within the two preceding years or intended to be paid or given
to any officer of our Company, including our Directors, Key Managerial Personnel and Senior Management other than in the
ordinary course of their employment.
Employee Stock Option
For details of our Eldorado Employee Stock Option Plan 2025 implemented by our Company, see “Capital Structure –
Employee Stock Options Scheme of our Company” on page 102.
278OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
Dr. Srinivasa Rao Linga and Usha Rani Papineni are the Promoters of our Company.
As on the date of this Draft Red Herring Prospectus, our Promoters cumulatively hold 103,078,908 Equity Shares of face value
of ₹ 2 each, representing 74.86% of the paid-up Equity Share capital of our Company. For details, see “Capital Structure –
Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares” on page 94.
Details of our Promoters are as follows:
Dr. Srinivasa Rao Linga
Dr. Srinivasa Rao Linga, born on July 20, 1975, aged 50 years, is a Promoter, and is
also the Chairman and Managing Director of our Company.
His PAN is ACSPL8729M
For the complete profile of Dr. Srinivasa Rao Linga, along with details of his
residential address, educational qualifications, professional experience, position/posts
held in the past and directorships held, their business and financial activities, special
achievements and other ventures, see “Our Management – Board of Directors” on
page 259.
Usha Rani Papineni
Usha Rani Papineni, born on July 1, 1975, aged 50 years, is a Promoter, and is also the
Managing Director of our Company.
Her PAN is APGPP2115L
For the complete profile of Usha Rani Papineni, along with details of her residential
address, educational qualifications, professional experience, position/posts held in the
past and directorships held, their business and financial activities, special achievements
and other ventures, see “Our Management – Board of Directors” on page 259.
Except as disclosed below, our Company confirms that the permanent account numbers, bank account numbers, Aadhaar card
numbers, driving license numbers and passport numbers of our Promoters shall be submitted to the Stock Exchanges at the
time of filing this Draft Red Herring Prospectus.
Our Promoter, Usha Rani Papineni does not hold a driving license.
Change in the control of our Company
Our Promoters are the original Promoters of our Company. There has been no change in the control of our Company in the last
five years preceding the date of the Draft Red Herring Prospectus. For details in relation to the shareholding of our Promoters
and Promoter Group, see “Capital Structure – Details of the Shareholding of our Directors, our Key Managerial Personnel,
our Senior Management, our Promoters, and members of our Promoter Group” on page 100.
Interests of our Promoters
Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of their direct and
indirect shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are interested and
279which hold Equity Shares in our Company; (iii) other distributions in respect of the Equity Shares held by our Promoters; and
(iv) their directorship in our Company and our Subsidiary. For further details, see “Capital Structure – Details of the
Shareholding of our Directors, our Key Managerial Personnel, our Senior Management, our Promoters, and members of our
Promoter Group” on page 100. Additionally, our Promoters may be interested in transactions entered into by our Company
with them, their relatives or other entities which are controlled by our Promoters.
Our Promoters are not interested as a member of a firm or company and no sum has been paid or agreed to be paid to our
Promoters or to any such firm or company in cash or shares or otherwise by any person either to induce them to become, or to
qualify them as, a director, or otherwise, for services rendered by such Promoters or by such firm or company in connection
with the promotion or formation of our Company.
Interest in property, land, construction of building and supply of machinery
Our Promoters do not have an interest in any property acquired by our Company during the three preceding years immediately
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:
For more details, please see “Restated Consolidated Financial Information – Note 2.37 – Related Party Transactions” on page
332.
Payment or benefits to Promoters or Promoter Group
Except as disclosed herein and as stated in “Restated Consolidated Financial Information – Note 2.37 – Related Party
Transactions”, “Our Management – Terms of appointment of the Executive Directors of our Company” and “Our Management
– Terms of appointment of our Independent Directors” on pages 332, 262 and 263, respectively, there has been no payment or
benefits by our Company to our Promoters or any of 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 benefit to our Promoters or Promoter
Group as on the date of this Draft Red Herring Prospectus.
Common Pursuit
Except as disclosed below, our Promoters are not involved in any other ventures that are in the same line of business activities
as the Company:
As on date of this DRHP, Srikar Seeds Private Limited and Srikar Organics (India) Private Limited are not engaged in any
business operations. In order to avoid any instances of conflict of interest, the Company has entered into agreements with Srikar
Seeds Private Limited and Srikar Organics (India) Private Limited, both dated September 2, 2025 (the “Non-Compete
Agreements”). Pursuant to the Non-Compete Agreements, both Srikar Seeds Private Limited and Srikar Organics (India)
Private Limited have agreed to not carry on any business which would compete with the business of our Company.
Experience of the Promoters in the business of our Company
Our Promoters have adequate experience in the business activities undertaken by our Company. Each of our Promoters have a
cumulative experience of over 17 years in the agricultural industry.
Companies or firms with which our Promoters have disassociated in the last three years
Except as disclosed below, our Promoters have not dissociated themselves from any companies or firms in the three years
preceding the date of this Draft Red Herring Prospectus:
Promoter Name of the Company Reason for disassociation Date of Disassociation
disassociated from
Dr. Srinivasa Rao Linga HI9 Health Services Private Resignation due to December 27, 2024
Limited preoccupation
Srikar Aqua Private Limited Resignation due to November 30, 2024
preoccupation
Usha Rani Papineni Kisan Plantcare Private Limited Resignation due to December 4, 2024
preoccupation
280Material guarantees
Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares.
Confirmations
Except as stated under “Restated Consolidated Financial Information – Note 2.37 – Related Party Transactions” on page 332
of this Draft Red Herring Prospectus, there are no conflict of interest between the suppliers of raw materials and third-party
service providers and the lessors of immovable property which are crucial for the operations of the Company and the Promoters
and Promoter Group.
Other Ventures of our Promoters
Other than as disclosed in the section titled “Our Promoters and Promoter Group – Promoter Group – Entities forming part of
the Promoter Group” and in “Our Management – Board of Directors” on pages 281 and 259, respectively, our Promoters are
not involved in any other ventures.
Promoter Group
In addition to our Promoter, the individuals and entities that form a part of the Promoter Group of our Company in terms of
Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of our Promoter Group
The natural persons who are part of our Promoter Group, other than our Promoters, are as follows:
Name of the Promoter Relationship with our Promoters Name of member of Promoter Group
Dr. Srinivasa Rao Linga Son Linga Krishna Santosh
Daughter Linga Manasa Krishna
Mother Subbamma Linga
Sister Potla Sitaravamma
Sister Nelluri Rajyalakshmi
Sister Gonuguntla Rajeswari
Mother of the spouse Vijayalakshmi Papineni
Brother of the spouse Papineni Ravi Kumar
Usha Rani Papineni Son Linga Krishna Santosh
Daughter Linga Manasa Krishna
Mother Vijayalakshmi Papineni
Brother Papineni Ravi Kumar
Mother of the spouse Subbamma Linga
Sister of the spouse Potla Sitaravamma
Sister of the spouse Nelluri Rajyalakshmi
Sister of the spouse Gonuguntla Rajeswari
Person whose shareholding is aggregated under the heading “shareholding of the promoter group” as per regulation
2(1)(pp)(v) of the SEBI ICDR Regulations:
1. Linga Mallikharjuna Rao.
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows:
1. Srikar Organics (India) Private Limited;
2. Srikar Productions Private Limited;
3. Srikar Solutions Private Limited;
4. Srikar Packages Private Limited;
5. Srikar Dairy Private Limited;
6. Srikar Seeds Private Limited; and
7. Biogene Biosciences.
281Other than as disclosed above, our Company has no other companies or entities that form part of our Promoter Group.
282DIVIDEND POLICY
The dividend policy of our Company was adopted and approved by our Board in their meeting held on August 18, 2025. The
declaration and payment of dividends, if any, will be recommended by our Board and approved by our Shareholders, at their
discretion, subject to the provisions of our Articles of Association and the applicable law, including the Companies Act.
The quantum of dividend, if any, will depend on a number of factors, including but not limited to advice of the executive
management, and future investments for growth.
Any future determination as to the declaration of and payment of dividend will be based on the recommendation of our Board,
and will depend on a number of factors, including:
(A) Financial parameters/ internal factors such as: (i) capital allocation plans including (a) expected cash requirements of our
Company towards working capital, capital expenditure in technology and infrastructure etc; (b) investments required towards
execution of the strategy of our Company; (c) funds required for any acquisitions that our Board may approve; and (d) any
share buy-back plans ; (ii) minimum cash required for contingencies or unforeseen events; (iii) funds required to service any
outstanding loans; (iv) liquidity and return ratios; (v) any other significant developments that require cash investments; and
(B) External factors such as: (i) any significant changes in macro-economic environment affecting India or the geographies in
which the Company operates, or the business of the Company or its clients; (b) any political, tax and regulatory changes in the
geographies in which the Company operates; (c) any significant change in the business or technological environment resulting
in the Company making significant investments to effect the necessary changes to its business model; (d) any changes in the
competitive environment requiring significant investment.
For more information on restrictive covenants under our loan agreements, see “Financial Indebtedness” beginning on page 348.
No dividend has been declared or paid by our Company during the last three Fiscals preceding the date of this Draft Red Herring
Prospectus nor since April 1, 2025, until the date of this Draft Red Herring Prospectus.
There is no guarantee that any dividends will be declared or paid in the future. For more details, 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 65.
283SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
(The remainder of this page has intentionally been left blank)
284Independent Auditor’s Examina(cid:415)on Report on the Restated Consolidated Financial
Informa(cid:415)on which consist of Restated Consolidated Statement of Assets and Liabili(cid:415)es as at
March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Consolidated
Statements of Profit and Loss (including Other Comprehensive Income), the Restated
Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of
Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 including
the statement of material accoun(cid:415)ng policies and other explanatory informa(cid:415)on of Eldorado
Agritech Limited (collec(cid:415)vely, the “Restated Consolidated Financial Informa(cid:415)on”)
To
The Board of Directors
Eldorado Agritech Limited
(Formerly known as “Eldorado Agritech Private Limited”)
Shed-2, Plot No. A11 & A12/1 IDA Nacharam,
Medchal, Hyderabad - 500076
Telangana, India.
1. We, Sarath and Associates, Chartered Accountants, have examined the a(cid:425)ached Restated
Consolidated Financial Informa(cid:415)on of Eldorado Agritech Limited (formerly known as
“Eldorado Agritech Private Limited”) (the “Company”) and its Subsidiary, Srikar Biotech
Private Limited (the “Subsidiary”) (the Company and its Subsidiary collec(cid:415)vely referred to as
the “Group") annexed to this report comprising of Restated Consolidated Statement of
Assets and Liabili(cid:415)es as at March 31, 2025, March 31, 2024 and March 31, 2023 and the
Restated Consolidated Statements of Profit and Loss (including Other Comprehensive
Income), the Restated Consolidated Statement of Changes in Equity and the Restated
Consolidated Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024
and March 31, 2023 including the statement of material accoun(cid:415)ng policies and other
explanatory informa(cid:415)on of the Group (collec(cid:415)vely, the “Restated Consolidated Financial
Informa(cid:415)on”) as approved by the Board of Directors of the Company at their mee(cid:415)ng held
on August 26, 2025 for the purpose of inclusion in the Dra(cid:332) Red Herring Prospectus (“DRHP”)
prepared by the Company in connec(cid:415)on with its proposed Ini(cid:415)al Public Offering of equity
shares (“IPO”) of the Company, consis(cid:415)ng of fresh issue of shares and Offer For Sale (“OFS”)
by certain exis(cid:415)ng shareholders of the Company (collec(cid:415)vely referred as “Offer”). The
Restated Consolidated Financial Informa(cid:415)on have been prepared in terms of the
requirements of:
a. Sec(cid:415)on 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b. Relevant provisions of the Securi(cid:415)es and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regula(cid:415)ons, 2018, issued by the Securi(cid:415)es and
Exchange Board of India (“SEBI”), as amended from (cid:415)me to (cid:415)me in pursuance of the
Securi(cid:415)es and Exchange Board of India Act, 1992 (the “ICDR Regula(cid:415)ons”); and
285c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the Ins(cid:415)tute of Chartered Accountants of India (“ICAI”), as amended from (cid:415)me to
(cid:415)me (the “Guidance Note”).
d. E-mail dated October 28, 2021 from Securi(cid:415)es and Exchange Board of India (“SEBI”)
to Associa(cid:415)on of Investment Bankers of India, instruc(cid:415)ng lead managers to ensure
that companies provide consolidated financial statements prepared in accordance
with Indian Accoun(cid:415)ng Standards (Ind-AS) for all the relevant periods men(cid:415)oned
herein (hereina(cid:332)er referred to as the “the SEBI e-mail”).
Management's Responsibility for the Restated Consolidated Financial Informa(cid:415)on
2. The Management and the Board of Directors of the Company are responsible for the
prepara(cid:415)on of the Restated Consolidated Financial Informa(cid:415)on for the purpose of inclusion
in the DRHP to be filed with SEBI, BSE Limited (BSE) and Na(cid:415)onal Stock Exchange of India
Limited (NSE) (BSE and NSE is collec(cid:415)vely referred to as, the “Stock Exchanges”) and Registrar
of Companies, Telangana at Hyderabad (“RoC”) in connec(cid:415)on with the proposed IPO. The
Restated Consolidated Financial Informa(cid:415)on has been prepared by the management of the
Company on the basis of prepara(cid:415)on as stated in Note 2 (A) to the Restated Consolidated
Financial Informa(cid:415)on. The respec(cid:415)ve Management and the Board of Directors included in
the Group are responsible for designing, implemen(cid:415)ng and maintaining adequate internal
control relevant to the prepara(cid:415)on and presenta(cid:415)on of the Restated Consolidated Financial
Informa(cid:415)on. The respec(cid:415)ve Management and the Board of Directors are also responsible for
iden(cid:415)fying and ensuring that the Group complies with the Act, ICDR Regula(cid:415)ons and the
Guidance Note.
Auditors' Responsibili(cid:415)es
3. We have examined such Restated Consolidated Financial Informa(cid:415)on taking into
considera(cid:415)on:
a. The terms of reference and terms of our engagement agreed upon with the Management
in accordance with our engagement le(cid:425)er dated April 14th, 2025, in connec(cid:415)on with the
proposed IPO of the Company;
b. The ICAI 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
verifica(cid:415)on of evidence suppor(cid:415)ng the Restated Consolidated Financial Informa(cid:415)on; and
d. The requirements of Sec(cid:415)on 26 of the Act and the ICDR Regula(cid:415)ons.
Our work was performed solely to assist the Management in mee(cid:415)ng your responsibili(cid:415)es
in rela(cid:415)on to your compliance with the Act, the ICDR Regula(cid:415)ons and the ICAI Guidance
Note in connec(cid:415)on with the IPO and the SEBI e-mail.
Restated Consolidated Financial Informa(cid:415)on
4. These Restated Consolidated Financial Informa(cid:415)on have been compiled by the management
of the Company from:
286a. The special purpose audited consolidated financial statements of the Group as at and
for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared a(cid:332)er
taking into considera(cid:415)on the requirements of the SEBI e-mail and in accordance with the
Indian Accoun(cid:415)ng Standards specified under Sec(cid:415)on 133 of the Act read with Companies
(Indian Accoun(cid:415)ng Standards) Rules 2015, as amended, and other accoun(cid:415)ng principles
generally accepted in India, which have been approved by the Board of Directors at their
mee(cid:415)ng held on August 18, 2025; (collec(cid:415)vely, the “Special Purpose Consolidated
Financial Statements)
b. Audited Financial Statements of the Company and its Subsidiary For the financial years
ended March 31, 2024 and March 31, 2023, prepared in accordance with accoun(cid:415)ng
principles generally accepted in India, including the Companies (Accoun(cid:415)ng Standards)
Rules, 2021 specified under sec(cid:415)on 133 of the Act (“Indian GAAP”)which were approved
by the Board of Directors at their mee(cid:415)ng held on October 16, 2024 and September 01,
2023, respec(cid:415)vely, and for the Subsidiary, were approved by the Board of Directors at their
mee(cid:415)ng held on October 16, 2024 and September 01, 2023 respec(cid:415)vely (the “Indian GAAP
Financial Statements").
The Special Purpose Consolidated Financial Statements have been prepared a(cid:332)er making
suitable adjustments to the accoun(cid:415)ng heads from their Indian GAAP values following
accoun(cid:415)ng policies and accoun(cid:415)ng policy choices (both mandatory excep(cid:415)ons and
op(cid:415)onal exemp(cid:415)ons availed as per Ind AS- 101) consistent with those expected to be used
at the date of transi(cid:415)on and as per the presenta(cid:415)on, accoun(cid:415)ng policies and
grouping/classifica(cid:415)ons including revised Schedule III disclosures followed as at and for
the year ended March 31, 2025 pursuant to the SEBI E-mail referred above.
Auditors Report
5. For the purpose of our examina(cid:415)on,
-We have considered the Auditors’ report issued by us on special purpose consolidated
financial statements of the Group as at and for the years ended March 31, 2025, March 31,
2024 and March 31, 2023 issued by us dated August 18, 2025, as referred in Paragraph 4
above.
Emphasis of Ma(cid:425)er:
- We draw a(cid:425)en(cid:415)on to Note 2(A) to the Restated Consolidated Financial Informa(cid:415)on for the
years ended March 31, 2025, March 31, 2024, and March 31, 2023 which describe the basis
of accoun(cid:415)ng and also the purpose for which these Restated Consolidated Financial
Informa(cid:415)on have been prepared. As a result, these Restated Consolidated Financial
Informa(cid:415)on may not be suitable for any other purposes.
Our opinion is not modified in respect of this ma(cid:425)er
- We draw a(cid:425)en(cid:415)on to Note 2B(c), read in conjunc(cid:415)on with Note2.44 to the Special Purpose
Consolidated Financial Statements for the years ended, March 31, 2025, March 31, 2024 and
287March 31, 2023. Pursuant to the Share Purchase Agreement entered into by the Company
with Linga Srinivasa Rao and Usha Rani Papineni, the Company has prepared Special Purpose
Consolidated Financial Statements for the years ended March 31, 2025, March 31, 2024, and
March 31, 2023. These have been prepared to consolidate the financial statements of the
subsidiaries in accordance with Ind AS 103, Business Combina(cid:415)ons, as applicable to
transac(cid:415)ons under common control.
Our opinion is not modified in respect of this ma(cid:425)er.
Other Ma(cid:425)ers:
The audit report on the Special purpose Consolidated financial statements as at and for the
year ended March 31, 2023 of the Company, issued by us includes the following Other
Ma(cid:425)ers paragraph:
1. The audit report on the Special purpose Standalone financial statements of the Company,
issued by us includes the following Other Ma(cid:425)ers paragraph on the Special purpose
Standalone financial statements as at and for the year ended March 31, 2023 which was
issued by another Auditor.
The statutory audit of the standalone financial statements of the Company as at and for
the year ended March 31, 2023 prepared in accordance with the accoun(cid:415)ng standards
no(cid:415)fied under the Sec(cid:415)on 133 of the Act ("Indian GAAP") (the "Statutory Indian GAAP
Financial Statements"), which were approved by Board at their mee(cid:415)ng held on
September 01, 2023, was conducted by M/s Abhishek K & Associates, Chartered
Accountants. They have expressed a qualified opinion on the financial statements of the
Company as at and for the year ended March 31, 2023 as men(cid:415)oned and reproduced
below:
a. Non-compliance of Sec(cid:415)on 138 of Companies Act: Based on Informa(cid:415)on and
explana(cid:415)ons provided to us and our audit procedures, in our opinion, the Company
has an internal audit system commensurate with the size and nature of its business.
Based on the informa(cid:415)on the company does not have internal auditor.
b. Non-compliance of Sec(cid:415)on 135 of Companies Act: In our opinion and according to the
informa(cid:415)on and explana(cid:415)on given to us, there is no any ongoing project for the said
purpose. In our opinion and according to the informa(cid:415)on and explana(cid:415)on given to us,
(cid:415)ll the date of the report, the Company has Corporate Social Responsibility amount
remaining unspent of Rs 33,91,255 /- under Sec(cid:415)on 135(5) of the Act.
Our opinion is not qualified in respect of the above ma(cid:425)er (a) as it was not mandatory for
the company to appoint an Internal Auditor for FY 2022-2023 as the turnover for FY 2021-
22 was Rs.144 Crore and the total loan outstanding was Rs 33.4 Crores and hence Sec(cid:415)on
138(1)(c) of Companies Act 2013 is not applicable for FY 2022-2023. Further, there is no
impact on the financial statements due to non- appointment of an internal auditor.
Our opinion is not qualified in respect of the above ma(cid:425)er (b) as the unspent CSR amount
was subsequently complied by the Company by transferring the unspent amount to the
PM CARES Fund along with applicable interest/penalty as per the laid down provisions of
288Companies Act, and is accordingly recognised as an expense in the statement of profit and
loss in the year of transferring such amount.
2. The audit report on the Special purpose financial statements of the Subsidiary, issued by
us includes the following Other Ma(cid:425)ers paragraph on the Special purpose Standalone
financial statements as at and for the year ended March 31, 2023 which was issued by
another Auditor.
The statutory audit of the financial statements of the Company as at and for the year
ended March 31, 2023 prepared in accordance with the accoun(cid:415)ng standards no(cid:415)fied
under the Sec(cid:415)on 133 of the Act ("Indian GAAP") (the "Statutory Indian GAAP Financial
Statements"), which were approved by Board at their mee(cid:415)ng on September 01, 2023,
was conducted by M/s Abhishek K & Associates, Chartered Accountants. They have
expressed a qualified opinion on the financial statements as at and for the year ended
March 31, 2023 as men(cid:415)oned and reproduced below:
a. Non-compliance of Sec(cid:415)on 135 of Companies Act: In our opinion and according to the
informa(cid:415)on and explana(cid:415)on given to us, there is no ongoing project for the said
purpose. In our opinion and according to the informa(cid:415)on and explana(cid:415)on given to us,
(cid:415)ll the date of the report, the Company has Corporate Social Responsibility amount
remaining unspent of Rs 15,88,388 /- under Sec(cid:415)on 135(5) of the Act.
Our opinion is not qualified in respect of the above ma(cid:425)er (a) as the unspent CSR amount
was subsequently complied by the Company by transferring the unspent amount to the PM
CARES Fund along with applicable interest/penalty as per the laid down provisions of
Companies Act, and is accordingly recognised as an expense in the statement of profit and
loss in the year of transferring such amount.
Based on our examina(cid:415)on and according to the informa(cid:415)on and explana(cid:415)ons given to
us, we report that the Restated Consolidated Financial Informa(cid:415)on:
a. have been prepared a(cid:332)er incorpora(cid:415)ng adjustments for the changes in accoun(cid:415)ng
policies, material errors and regrouping / reclassifica(cid:415)ons retrospec(cid:415)vely in the
financial years ended March 31, 2024, March 31, 2023, March 31, 2022 to reflect the
same accoun(cid:415)ng treatment as per the accoun(cid:415)ng policies and grouping /
classifica(cid:415)ons followed and as at and for the year ended March 31, 2025.
b. does not contain any qualifica(cid:415)ons requiring adjustments; and
c. have been prepared in accordance with the Act, ICDR Regula(cid:415)ons and the Guidance
Note.
6. 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 Informa(cid:415)on, and Other Assurance and Related Services Engagements.
7. The Restated Consolidated Financial Informa(cid:415)on do not reflect the effects of events that
occurred subsequent to the date of the report on the special purpose audited consolidated
289financial statements of the Group as at and for the years ended March 31, 2025, March 31,
2024 and March 31, 2023.
8. This report should not in any way be construed as a reissuance or re-da(cid:415)ng 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.
9.We have no responsibility to update our report for events and circumstances occurring a(cid:332)er
the date of this report.
10.Our report is intended solely for use of the Board of Directors of the Company for inclusion
in the DRHP to be filed with SEBI, the Stock Exchanges and RoC in connec(cid:415)on with the
proposed Offer. Our report should not be used, referred to, or distributed for any other
purpose except with our prior consent in wri(cid:415)ng. 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 wri(cid:415)ng.
For Sarath & Associates
Chartered Accountants
FRN: 005120S
CA V S Roop Kumar
Partner
M.No: 213734
UDIN: 25213734BMJHDY2383
Place: Hyderabad
Date: 26th August 2025.
290Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Restated Consolidated Statement of Assets and Liabilities
(All amounts are in INR millions, unless otherwise stated)
As at As at As at
Particulars Note No. 31st March, 2025 31st March, 2024 31st March, 2023
Assets
Non-current assets
Property, Plant and Equipment 2.2 962.89 861.68 422.10
Capital Work-in-progress 2.3 95.18 20.31 127.72
Other Intangible assets 2.4 1.72 0.02 0.03
Financial Assets
(i) Investments 2.5 0.00 0.00 0.00
(ii) Others Financial Assets 2.6 3.23 3.00 -
Deferred tax assets (Net) 2.7 30.46 19.96 14.53
Other non-current assets 2.8 2.34 1.64 1.64
1,095.82 906.59 566.03
Current assets
Inventories 2.9 2,381.64 1,402.41 1,273.13
Biological Assets 2.10 625.91 116.47 64.06
Financial Assets
(i) Trade receivables 2.11 1,761.02 1,311.45 820.42
(ii) Cash and cash equivalents 2.12A 18.01 9.82 9.46
(iii) Bank Balances other than (ii) above 2.12B 8.39 15.18 11.38
(iv) Others Financial Assets 2.13 215.72 224.13 1.90
Other current assets 2.14 470.16 465.48 358.68
5,480.85 3,544.94 2,539.03
Total Assets 6,576.67 4,451.53 3,105.06
Equity and Liabilities
Equity
Equity Share capital 2.15 45.90 45.90 45.90
Other Equity 2.16 2,392.49 1,669.82 1,182.33
2,438.39 1,715.72 1,228.23
Liabilities
Non-current liabilities
Financial Liabilities
(i) Borrowings 2.17 352.18 288.21 215.79
Provisions 2.18 11.15 16.84 10.42
363.33 305.04 226.21
Current liabilities
Financial Liabilities
(i) Borrowings 2.19 2,376.31 1,286.42 861.04
(ii) Trade payables 2.20
a. total outstand dues of micro enterprises and small enterprises 15.93 7.80 10.41
b. total outstanding dues of creditors of other than micro
489.12 311.24 185.89
enterprises and small enterprises
Other current liabilities 2.21 765.73 739.28 530.74
Current tax liabilities (net) 2.22 127.85 86.02 62.53
3,774.95 2,430.76 1,650.62
Total Equity and Liabilities 6,576.67 4,451.53 3,105.06
Basis of preparation, measurement and Material accounting policies 1 & 2.1
The above balance sheet should be read in conjunction with the accompanying notes and relavant Annexure.
As per our report of even date attached For and on behalf of the Board of directors of
For Sarath & Associates Eldorado Agritech Limited (Formerly known as Eldorado Agritech Pvt Ltd)
Chartered Accountants
ICAI Firm Registration No:005120S
CA V S ROOP KUMAR Srinivasa Rao Linga Usha Rani Papineni
Partner Chairman & Managing Director Managing Director
Membership No.:213734 DIN : 02191992 DIN : 02191981
Place: Hyderabad Syed Wasim J Sanjeev
Date: 26-08-2025 Company Secretary Chief Financial Officer
291Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Restated Consolidated Statement of Profit and Loss
(All amounts are in INR millions, unless otherwise stated)
For the Year For the Year For the Year
Ended Ended Ended
Particulars Note No. 31st March, 2025 31st March, 2024 31st March, 2023
I. Income :
Revenue from Operations 2.23 4 ,414.81 3 ,522.02 2 ,698.14
Other Income 2.24 10.61 7.06 2.38
Total Income (I) 4,425.42 3,529.08 2,700.51
II. Expenses:
Cost of Material Consumed 2.25 3 ,014.46 1 ,873.66 1 ,745.78
Changes in Inventories of Finished goods 2.26 (868.40) (93.16) (250.34)
Employee benefits expense 2.27 600.29 453.87 396.11
Finance costs 2.28 176.10 122.11 75.25
Depreciation and Amortisation Expenses 2.29 106.68 72.11 29.73
Other expenses 2.30 557.70 530.61 352.14
Total Expenses (II) 3,586.83 2,959.19 2,348.67
III.Restated Profit before Tax ( Exceptional and Extraordinary Items ) (I-II) 838.59 569.89 351.85
IV.Exceptional Items:
V. Extraordinary items
Loss due to Fire - 221.77 -
Provision for Insurance Income - 221.77 -
VI. Restated Profit Before Tax (III-IV-V) 838.59 569.89 351.85
VII.Tax Expense:
1) Current tax 131.85 87.42 63.03
2) Deferred tax (net) (11.86) (5.31) (4.49)
120.00 82.11 5 8.54
VIII.Restated Profit for the period/year (VI-VII) 718.60 487.78 293.30
IX. Restated Other comprehensive income (OCI)
a) (i)Items that will not be reclassified to profit or loss: 5 .39 (0.45) -
Fair Value of Investments through other comprehensive income - - -
Remeasurements of defined benefit obligation 5.39 (0.45) -
(ii)Income tax relating to items that will not be reclassified to Profit or loss
( 1.36) 0.11 -
Fair Value of Investments through other comprehensive income - - -
Remeasurements of defined benefit obligation (1.36) 0.11 -
b)(i)Items that will be reclassified to profit or loss: - - -
(ii)Income tax relating to items that will be reclassified to Profit or loss - - -
Restated Total other comprehensive income for the period, net of tax 4 .03 (0.33) -
X. Restated Total comprehensive income for the period (VIII+IX) 722.63 487.45 293.30
Earning per equity share(Per Share Value of Rs 2 each)
Basic (In Rs.) 5 .22 3 .54 2.13
Diluted (In Rs.) 5 .22 3 .54 2.13
Basis of preparation ,measurement and Material accounting policies 1 & 2.1
The above profit & loss statement should be read in conjunction with the accompanying notes and relavent annexure
As per our report of even date attached
For Sarath & Associates For and on behalf of the Board of directors of
Chartered Accountants Eldorado Agritech Limited (Formerly known as Eldorado Agritech Pvt Ltd)
ICAI Firm Registration No:005120S
CA V S ROOP KUMAR Srinivasa Rao Linga Usha Rani Papineni
Partner Chairman & Managing Director Managing Director
Membership No.:213734 DIN : 02191992 DIN : 02191981
Place: Hyderabad Syed Wasim J Sanjeev
Date: 26-08-2025 Company Secretary Chief Financial Officer
292Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Restated Consolidated Statement of Cash Flows
(All amounts are in INR millions, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars 31 March, 2025 31 March, 2024 31 March, 2023
A. Cash Flow from operating activities
Profit before Tax as per Statement of Profit & Loss 838.59 569.89 351.85
Adjustments for
Depreciation & Amortisation 106.68 72.11 29.73
Finance Costs 176.10 122.11 75.25
Interest Income ( 0.84) ( 1.23) ( 0.37)
OCI and IND AS Adjustment 4 .07 ( 0.29) ( 0.22)
Profit on Sale of Property,plant and Equipment ( 3.85) - -
Operating Profit before working capital changes 1,120.76 7 62.58 4 56.24
Movements in Working Capital
(Increase)/Decrease in Trade Receivables (449.57) (491.03) (243.06)
(Increase)/Decrease in Inventories (979.23) (129.28) (502.49)
(Increase)/Decrease in Biological Assets (509.44) ( 52.41) 29.40
(Increase)/Decrease in Other Financial Assets(Current) 8 .41 (222.23) -
(Increase)/Decrease in Other Non Current Assets ( 0.70) - ( 1.39)
(Increase)/Decrease in Other Current Assets ( 4.68) (106.80) (197.54)
Increase/(Decrease) in Long term Provisions ( 5.68) 6 .42 10.42
Increase/(Decrease) in Trade Payables 186.01 122.74 (189.64)
Increase/(Decrease) in Other current liabilities 26.45 208.54 412.01
Cash generated from Operations ( 1,728.43) (664.05) ( 682.31)
Direct taxes paid (Net) (88.67) (64.04) (46.58)
Net Cash Flows from operating activities (A) (696.35) 3 4.48 (272.64)
B. Cash flows from investing activities
Purchase of Property, Plant & Equipment (354.87) (521.44) ( 29.67)
Purchase of other Intangible Assets ( 1.88) - -
Sale Proceeds from sale of Property, Plant & Equipment 147.15 9 .77 -
Decrease/(Increase) in Capital work - in Progress ( 74.87) 107.42 (124.09)
Profit on Sale of Property,plant and Equipment 3 .85 - -
Decrease / (increase) in Bank Balance other than cash and cash equivalents 6 .79 ( 3.80) ( 6.49)
(Increase)/Decrease in Other Financial Assets(Non -Current) ( 0.23) ( 3.00) -
Interest Income 0 .84 1 .23 0 .37
Net Cash Flows from investing activities (B) (273.22) ( 409.81) ( 159.88)
C. Cash flows from financing activities
Proceeds from/ (Repayment) of Non - Current Borrowings 63.97 72.42 119.32
Proceeds from/ (Repayment) of Current Borrowings 1 ,089.89 425.38 353.43
Finance Cost Paid (176.10) (122.11) ( 75.25)
Net Cash Flows from financing activities (C ) 977.75 375.70 397.50
D. Net (decrease)/ increase in cash and cash equivalants (A+B+C) 8.19 0.37 (35.02)
E. Cash and cash equivalants
at the beginning of the year 9.82 9.46 4 4.48
at the end of the year 18.01 9.82 9.46
The above cash flow statement has been prepared under "Indirect Method "as set out in the Ind AS 7- Statement of Cash Flows issued by the Institute of
Chartered Accountants of India. The same should be read in conjunction with the accompanying notes and relavent annexure.
293Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Restated Consolidated Statement of Cash Flows
(All amounts are in INR millions, unless otherwise stated)
Components of Cash and Cash Equivalents
As at As at As at
Particulars
31 March, 2025 31 March, 2024 31 March, 2023
Cash Balance 1 1.78 7.59 8.04
Balance with Current Accounts 6.23 2.24 1.42
Total 18.01 9.82 9.46
Changes in liabilities arising from financing activities
Particulars As at April 1, 2024 Cashflows Non cash changes As at March 31, 2025
Non Current Borrowings (including current maturities of Long
Term Borrowings) 2 88.21 6 3.97 - 352.18
Current Borrowings 1,286.42 1,089.89 - 2,376.31
Particulars As at April 1, 2023 Cashflows Non cash changes As at March 31, 2024
Non Current Borrowings (including current maturities of Long
Term Borrowings) 2 15.79 7 2.42 - 288.21
Current Borrowings 8 61.04 4 25.38 - 1,286.42
Particulars As at April 1, 2022 Cashflows Non cash changes As at March 31, 2023
Non Current Borrowings (including current maturities of Long
Term Borrowings) 9 6.47 1 19.32 - 215.79
Current Borrowings 5 07.61 3 53.43 - 861.04
Summary of material accounting policies 1 & 2.1
The accompanying notes are an integral part of the Restated Consolidated Financial Information
This is the Restated Consolidated Statement of Cash Flows referred to in our report of even date
As per our report of even date attached(cid:32)
For Sarath & Associates For and on behalf of the Board of directors of
Chartered Accountants Eldorado Agritech Limited (Formerly known as Eldorado Agritech Pvt Ltd)
ICAI Firm Registration No:005120S
CA V S ROOP KUMAR Srinivasa Rao Linga Usha Rani Papineni
Partner Chairman & Managing Director Managing Director
Membership No.:213734 DIN : 02191992 DIN : 02191981
Place: Hyderabad Syed Wasim J Sanjeev
Date: 26-08-2025 Company Secretary Chief Financial Officer
294Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Restated Consolidated Statement of Changes in Equity
(All amounts are in INR millions, unless otherwise stated)
A. Equity share capital
No of Shares
Particulars Note No (in nos) Amount
As at 31 March, 2023 45,90,000 45.90
Changes during the year 2.15 - -
As at 31 March, 2024 45,90,000 45.90
Changes during the year 2.15 - -
As at 31 March, 2025 45,90,000 45.90
B.Other equity (Refer note 2.16)
Attributable to owners of Eldorado Agritech Limited
Reserves and surplus
Other
General Comprehensive
Particulars Reserve Income Retained earnings Capital Reserve Total equity
Balances as at 01.04.2022 as per IGAAP - - 711.08 - 711.08
IND AS Transition Impact - - (0.49) - (0.49)
Adjustments on account of common control business combination
- - 241.57 (62.92) 178.66
(Refer note 2.44)
Adjusted Balances as at 01.04.2022 - - 952.16 (62.92) 889.25
Profit or Loss for the year - - 293.30 293.30
Other comprehensive income - - - -
Other Adjustments (0.22) (0.22)
Balance as at 31 March 2023 - - 1,245.25 (62.92) 1 ,182.33
Profit or Loss for the year - - 487.78 - 487.78
Other comprehensive income - (0.33) - (0.33)
Other Adjustments - - 0 .04 0 .04
Balance as at 31 March 2024 - (0.33) 1,733.07 (62.92) 1,669.82
Profit or Loss for the year - - 718.60 718.60
Other comprehensive income - 4 .03 - 4 .03
Other Adjustments - - 0 .04 0 .04
Balance as at 31 March 2025 - 3 .70 2 ,451.71 (62.92) 2,392.49
The above statement of changes in equity should be read in conjunction with the accompanying notes.
As per our report of even date attached(cid:32)
For Sarath & Associates For and on behalf of the Board of directors of
Chartered Accountants Eldorado Agritech Limited (Formerly known as Eldorado Agritech Pvt Ltd)
ICAI Firm Registration No:005120S
CA V S ROOP KUMAR Srinivasa Rao Linga Usha Rani Papineni
Partner Chairman & Managing Director Managing Director
Membership No.:213734 DIN : 02191992 DIN : 02191981
Place: Hyderabad Syed Wasim J Sanjeev
Date: 26-08-2025 Company Secretary Chief Financial Officer
295Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Statement of Adjustments to the Restated Consolidated Financial Statements
(All amounts are in INR millions, unless otherwise stated)
Part A: Statement of Adjustments to the Restated Consolidated Financial Statements
Reconciliation between audited equity and restated equity
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Total Equity as per Audited Special Purpose Consolidated Financial Statements (under Ind AS) 2,438.39 1,715.72 1,228.23
Material restatement adjustments:
(i) Audit qualifications - - -
(ii) Adjustments due to prior period items/other adjustment - - -
(iii) Change in accounting policies - - -
Total Impact of adjustments (i+ii+iii) - - -
Total Equity as per Restated Consolidated Financial Information 2 ,438.39 1 ,715.72 1,228.23
Reconciliation between audited profit/(loss) after tax and restated profit/(loss) after tax
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax as per Audited Special Purpose Consolidated Financials Statements 7 18.60 487.78 293.30
Material restatement adjustments:
(i) Audit qualifications - - -
(ii) Adjustments due to prior period items/other adjustment - - -
(iii) Change in accounting policies - - -
Total Impact of adjustments (i+ii+iii) - - -
Restated Profit after tax as per Restated Consolidated Financial Information 7 18.60 487.78 293.30
Part B: Material Re- grouping
Appropriate regroupings have been made in the Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Statement of Profit and Loss and Restated
Consolidated Statement of CashFlows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cashflows, in order to bring
them in line with the accounting policies and classification as per Ind AS financial information of the Group for the period/years 31 March 2025, 31 March 2024 and 31 March
2023 respectively prepared in accordance with Schedule III of Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the
SEBI ICDR Regulations, as amended.
Part C: Non Adjusting Events
There are no audit qualification in the audit report for the year ended March 31, 2025 & 2024 which require any adjustments.
However, the audit report on the statutory financial statements were modified and included following matters giving rise to modifications on the consolidated financial statements
a) Auditor's Comments in Annexure to Auditors' Report
Certain statements/comments included in the CARO on the separate statutory financial statements of the Holding Company for the years ended March 31, 2023 are reproduced
The statements/comments in the CARO issued on the separate statutory financial statements of Srikar Biotech Private Limited, subsidiary of the Company as at and for the years
i) Eldorado Agritech Limited
Annexure to Auditor's Report for the year ended March 31, 2023
a. Clause (xiv) of CARO 2020 Order
The Company is required to appoint an internal auditor under Section 138 of the Companies Act, 2013 read with the applicable rules. Company has represented that it has an
Company’s Response to the above adverse observation
As the turnover for FY 2021-22 was Rs.144 Crore and the total loan outstanding was 33.4 Crore, it was interpreted that Sec 138(1)(c) of Companies Act 2013 is not applicable for
b. Clause (xx) of CARO 2020 Order
In our opinion and according to the information and explanations given to us, there is no ongoing project under the Company’s Corporate Social Responsibility (CSR) obligations.
Company’s Response to the above adverse observation
The unspent CSR amount was subsequently paid to the PM CARES Fund along with applicable interest/penalty, and is accordingly recognised as an expense in the statement of
ii) Srikar Biotech Private Limited
Annexure to Auditor's Report for the year ended March 31, 2023
a. Clause (xx) of CARO 2020 Order
In our opinion and according to the information and explanations given to us, there is no ongoing project under the Company’s Corporate Social Responsibility (CSR) obligations.
The unspent CSR amount was subsequently paid to the PM CARES Fund along with applicable interest/penalty, and is accordingly recognised as an expense in the statement of
296Material accounting policies to Restated Consolidated Financial Information
1. CORPORATE INFORMATION
Eldorado Agritech Limited (formerly known as Eldorado Agritech Private Limited) ("the Company" or "the
Holding Company") is a company domiciled and incorporated on June 16, 2009 under the provisions of
Companies Act, 1956. The company has converted from Private Limited company into a Public Limited
Company with effect from June 23, 2025. The company has its registered office situated at Manufacturing
Unit at Shed no 2 Plot No A11 & A12/1 IDA Nacharam, Medchal Malkajgiri District, India -500076. The
Company, together with its subsidiaries (collectively referred to as the "Group"), is primarily engaged in the
supply and sowing of hybrid seeds, which are used by farmers to enhance crop productivity. Additionally, the
Group is also involved in the manufacturing of bio-products and pesticides.
The company has subsidiary which is also incorporated in India. The Holding Company and its subsidiaries
are collectively referred to as "the Group”. The details of Subsidiary consolidated in these financial statements
considering the effect of Appendix C to Ind AS 103 is given below:
Name of the entity Nature of March 31, 2025 March 31, 2024 March 31, 2023
Interest
Srikar Biotech Private Wholly Owned
100% 100% 100%
Limited Subsidiary
2. Material Accounting Policies
A. BASIS OF PREPARATION
The Restated consolidated Financial information of the Group comprise the Restated Consolidated
Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Restated
Consolidated Statement of Cash Flows and Restated Consolidated Statement of Changes in Equity for the
years ended 31st March 2025, 31st March 2024 and 31st March 2023, the summary of material accounting
policies and explanatory notes (collectively "the Restated Consolidated Financial Information").
These Restated Consolidated Financial Information have been prepared by the management as required
under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”) issued by the Securities and Exchange Board of
India (“SEBI”), in pursuance of the Securities and Exchange Board of India Act, 1992, for the purpose of
inclusion in the Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus (“RHP”) and the
Prospectus, to be filed by the company with the Registrar of Companies, Hyderabad, Telangana ("ROC"),
SEBI, National Stock Exchange of India (“NSE”) and BSE limited {“BSE”) in connection with the proposed
initial public offering of equity shares of face value of Rs. 2 each of the Company comprising a fresh issue of
equity shares and an offer for sale of equity shares held by the selling shareholder (the “Offer”), prepared by
the Company in terms of the requirements of:
i) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 as amended; and
iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI) (the “Guidance Note”).
The Restated Consolidated Financial Information of the Group have been prepared to comply in all material
respects with the Indian Accounting Standards as prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), presentation
297requirements of Division II of Schedule III to the Act, as applicable to the consolidated financial statements
and other relevant provisions of the Act.
The Restated Consolidated Financial Information has been compiled, by the management from:
(a) the Special Purpose Consolidated Financial Statements of the Group as at and for the period ended March
31, 2025 which were approved by the Board of Directors at their meeting held on 26-08-2025. The Group
has prepared its first set of annual statutory consolidated financial statements as per Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended
from time to time) for the year ending March 31, 2025. Since these Audited Consolidated Financial
Statements are prepared in accordance with Ind AS 101, the date of transition to Ind AS for the purpose
of these Special Purpose Consolidated Financial Statements is April 01, 2022 being the beginning of the
earliest period for which the company presents full comparative information under Ind AS.
(b) Audited Special Purpose Financial Statements of the Company as at and for the years ended March 31,
2025, March 31, 2024, and March 31, 2023, which were prepared by the Company after taking into the
consideration the requirements of the SEBI E-mail dated October 28, 2021 addressed to the Association
of Investment Bankers of India (“SEBI Communication”)and were approved by the Board of Directors
at their meeting held 18-08-2025 (the “Special Purpose Financial Statements").
For the financial years ended March 31, 2024 and March 31, 2023, the Company and its Subsidiary
prepared its statutory financial in accordance with accounting principles generally accepted in India,
including the Companies (Accounting Standards) Rules, 2021 specified under section 133 of the Act
(“Indian GAAP”) due to which Special Purpose Consolidated Financial Statements were prepared to
comply with the SEBI E-mail. The Indian GAAP Statements for the year ended March 31, 2024, and
March 31, 2023, for the Company,, were approved by the Board of Directors at their meeting held on 16-
10-2024 and 01-09-2023 and for the Subsidiary, were approved by the Board of Directors at their meeting
held on 16-10-2024 and 01-09-2023 respectively (the “Indian GAAP Financial Statements").
The Special Purpose Consolidated Financial Statements have been prepared after making suitable
adjustments to the accounting heads from their Indian GAAP values following accounting policies and
accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS-
101) consistent with those expected to be used at the date of transition and as per the presentation,
accounting policies and grouping/classifications including revised Schedule III disclosures followed as at
and for the year ended March 31, 2025 pursuant to the SEBI E-mail.
(c) The Restated Consolidated Financial Information of the Group as at and for the years ended March 31,
2025, March 31, 2024 and March 31, 2023, which were prepared by the Company after taking into the
consideration the requirements stated in 2(A). For these Restated Consolidated Financial Information of
the Group prepared in accordance with Indian Accounting Standards for the purpose of enabling the
preparation of the Restated Consolidated Financial Information for the years as stated above, in
accordance with Ind AS 101, the date of transition to Ind AS for the purpose of these special purpose
financial statements is April 01, 2022 being the beginning of the earliest period for which the group
presents full comparative information under Ind AS.
The Parent Company has acquired majority stake in their subsidiary company in the Month of December
2024. However, owing to the fact that the acquisition of the subsidiary meets the definition of Common
Control Business Combination as stated under Appendix C to Ind AS 103 since the combining entity is
ultimately controlled by the same parties both before and after the business combination (refer Note No.
2.43), the Financial information in respect of prior periods has been restated (i.e. from April 01, 2022) as
if the business combination had occurred from the beginning of the earliest preceding period presented
in the Restated Consolidated Financial Information.
298The Restated Consolidated Financial Information are prepared under historical cost convention except
for certain items that are measured at fair values at the end of each reporting period, as explained in the
accounting policies set out below. The restated consolidated financial information are prepared on a ‘going
concern’ basis using accrual concept.
B. BASIS OF CONSOLIDATION
a. Subsidiary
Subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the relevant activities of the entity. The Group consolidates the
Financial statements of the parent and its subsidiaries on a line-by-line basis, adding together like items of
assets, liabilities, income and expenses. Intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment.
The Restated Consolidated Financial Statements 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 statements in
preparing the restated consolidated financial information to ensure conformity with the Group's accounting
policies.
b. Non-controlling interests (NCI)
NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of
acquisition, only in case the subsidiary is not a wholly owned. Changes in the Group’s equity interest in a
subsidiary that do not result in a loss of control are accounted for as equity transactions.
c. Common control business combinations (CCBC) transactions
Business combinations of entities under common control are accounted for using the pooling of interest
method as follows:
(i) The assets and liabilities of the combining entities are reflected at their carrying amounts from the
controlling parties’ perspective.
(ii) No adjustments are made to reflect fair values or recognise any new assets or liabilities. Adjustments
are only made to harmonise accounting policies.
(iii) The Financial information in the financial statements in respect of prior periods is restated as if the
business combination had occurred from the beginning of the preceding period in the financial
statements, irrespective of the actual date of the combination.
(iv) The balance of the retained earnings appearing in the financial statements of the transferor is
aggregated with the corresponding balance appearing in the financial statements of the transferee
or is adjusted against general reserve.
(v) The identity of the reserves are preserved and the reserves of the transferor become the reserves
of the transferee.
(vi) The difference, if any, between the amounts recorded as share capital issued plus any additional
consideration in the form of cash or other assets and the amount of share capital of the transferor
is transferred to capital reserve and is presented separately from other capital reserves.
299d. Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with
those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the
amounts of the assets and liabilities recognised in the Restated Consolidated Financial Information
at the acquisition date.
(b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s
portion of equity of each subsidiary. Business combinations policy explains how to account for any
related goodwill.
(c) 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 intra group transactions
are recognised in assets, such as inventory and fixed assets, are eliminated in full) intragroup losses
may indicate an impairment that requires recognition in the Restated Consolidated Financial
Information.
C. SUMMARY OF MATERIAL ACCOUNTING POLICIES
1. Use of Estimates
The preparation of the Restated Consolidated Financial Information in conformity with the recognition and
measurement principles of Ind AS requires the management to make judgements, estimates and assumptions
that effect the reported balances of assets and liabilities as of the Balance Sheet date, reported amount of
revenues and expenses for the year and the accompanying disclosures and disclosures relating to contingent
liabilities as of the Balance Sheet date. These estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Although these estimates are based on the management's best knowledge of current events and actions,
uncertainty about the assumptions and estimates may result in outcomes requiring a material adjustment to
the carrying amount of assets or liabilities in future periods. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
2. All assets and liabilities have been classified as Current and non-current as per the Group’s normal operating
cycle and other criteria set out in Schedule III to the Companies Act, 2013.
Current/ Non-current Assets
An asset is classified as current when it satisfies any of the following criteria:
a. It is expected to be realised in, or is intended for sale or consumption in, the Group’s normal operating
cycle;
b. It is held primarily for the purpose of being traded;
c. It is expected to be realised within 12 months after the reporting date; or
d. It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at
least 12 months after the reporting date.
Current assets include the current portion of non-current Financial assets. All other assets are classified as
non-current.
Current/ Non-current Liabilities
A liability is classified as current when it satisfies any of the following criteria:
300a. It is expected to be settled in the Group’s normal operating cycle;
b. It is held primarily for the purpose of being traded;
c. It is due to be settled within 12 months after the reporting date; or
d. The company does not have an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date.
Terms of liability that could, at the option of the counterparty, result in its settlement by the issue of equity
instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified
as non-current.
Operating cycle Operating cycle is the time between the acquisition of assets for processing and their
realisation in cash or cash equivalents. The Company has identified 12 months as its operating cycle
The Restated Consolidated Financial Information has been presented in Indian Rupees (Rs. or INR), which
is also the Group’s functional currency. All amounts have been rounded-off to the Million rupees upto two
decimals thereof, unless otherwise mentioned. Figures in brackets represents negative figures unless otherwise
mentioned. "-" denotes zero or figures which are below the rounding off norms adopted by the Group.
3. Property, Plant & Equipment:
Property, plant and equipment is stated at acquisition cost net of accumulated depreciation and accumulated
impairment losses if any. 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. All other repairs and maintenance
are charged to the Statement of Profit and Loss during the period in which they are incurred. Gains or losses
arising on retirement or disposal of property, plant and equipment are recognised in the Statement of Profit
and Loss. Property, plant and equipment that are not ready for intended use as on the date of the Balance
Sheet is disclosed as “Capital work-in-progress”. Depreciation is provided using the WDV method over the
estimated useful life prescribed under Schedule II to the Companies Act, 2013.
The estimated useful lives of assets are as follows:
Category of assets Estimated useful life (in years)
Buildings 30
Plant & Machinery 8
Furniture & Fixtures 10
Vehicles 8 to 10
Office Equipment 5
Computers 3
Laboratory Equipment 10
Electrical Equipment 10
Freehold land is not depreciated.
Upon first-time adoption of Ind AS, the Company has elected to measure all its property, plant and equipment
and Other Intangible Asset at the Previous GAAP carrying amount as its deemed cost on the date of
transition to Ind AS i.e., April 01, 2022.
3014. Intangible Assets
Intangible assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment
losses, if any. Intangible assets are amortized on a straight-line basis over their estimated useful life as given
below.
An intangible asset is derecognised upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss
when the asset is derecognized.
Category of assets Useful life (In years)
Patent 10
Software 10
5. Biological Asset:
Biological assets represent the Group’s agricultural produce prior to harvest, such as standing crops. In
accordance with accounting standards, biological assets are generally measured at fair value less costs to sell.
However, if, at initial recognition, quoted market prices are unavailable and alternative fair value
measurements are deemed clearly unreliable, the assets may be measured at cost less accumulated depreciation
and impairment losses.
As quoted market prices for standing crops are not readily available, and the Group has determined that
alternative fair value measurements would not yield reliable results, the biological assets have been measured
at cost, net of accumulated depreciation and impairment losses.
Upon harvest, the agricultural produce is recognised and accounted as inventory.
6. Leases:
Leases in which a substantial portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments and receipts under such leases are recognised to the Statement of
Profit and Loss on a straight-line basis over the term of the lease unless the lease payments to the lessor are
structured to increase in line with expected general inflation to compensate for the lessor’s expected
inflationary cost increases, in which case the same are recognised as an expense in line with the contractual
term.
The Group’s lease asset classes primarily consist of leases for Land. The Group assesses whether a contract
is or contains a lease at the 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 contract 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.
Group as a Lessee
At the date of commencement of the lease, the Group recognises a right-of-use asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of
twelve months or less (short-term leases) and leases of low-value assets. For these short-term and leases of
302low-value assets, the Group recognises the lease payments as an operating expense on a straight-line basis
over the term of the lease.
The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses, if any.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of
the lease term and the useful life of the underlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments
are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental
borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a
change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the
leased assets.
Group as a Lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the
consideration in the contract to each lease component on the basis of their relative stand-alone prices. When
the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating
lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case,
then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group
considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease
separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising
from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which
the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, then the Group applies Ind AS 115 to allocate
the consideration in the contract. The Group applies the derecognition and impairment requirements in Ind
AS 109 to the net investment in the lease. The Group recognises lease payments received under operating
leases as income on a straight-line basis over the lease term as part of ‘other income’.
In case of leasing, where the Group, being the original lessor, grants a right to use the underlying asset to a
third party and the lease is recognised as lease receivables in the Balance Sheet of the Group.
At inception or on modification of a contract that contains a lease component, the Group allocates the
consideration in the contract to each lease component on the basis of their relative stand-alone prices.
7. Impairment
Assessment is done annually as to whether there is any indication that an asset (tangible, intangible and
investment) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of
assets that generates cash inflows from continuing use that are largely independent of the cash inflows from
other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an
estimate of the recoverable amount of the asset / cash generating unit is made. Assets whose carrying value
exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher
303of an asset’s or cash generating unit’s fair value less cost to sell and its value in use. Value in use is the present
value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal
at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any
indication that an impairment loss recognized for an asset in prior accounting periods may no longer exist or
may have decreased. In such cases, impairment losses are reversed to the extent the assets carrying amount
does not exceed, the carrying amount that would have been determined if no impairment loss had previously
been recognized.
8. Borrowing Costs:
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale are added
to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the Statement of Profit or Loss in the period in which they are
incurred.
9. Inventories
Inventories comprise of Raw and Packing Materials, Work in Progress, Finished Goods (Manufactured and
Traded). Inventories are valued at the lower of cost or the net realisable value after providing for obsolescence
and other losses where considered necessary. Cost is determined on FIFO basis. Cost includes all charges in
bringing the goods to their present location and condition including octroi and other levies, transit insurance
and receiving charges. The cost of work-in-progress and finished goods comprises of materials, direct labour,
other direct costs and related production overheads. Net realizable 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.
10. Foreign Currency Transaction
Initial Recognition
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency
amount the exchange rate between the Functional currency and the foreign currency at the date of the
transaction.
Subsequent Recognition
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a
foreign currency are reported using the exchange rate at the date of the transaction. All non-monetary items
which are carried at fair value or other similar valuation denominated in a foreign currency are reported using
the exchange rates that existed when the values were determined.
All monetary assets and liabilities in foreign currency are reinstated at the end of accounting period.
Exchange differences on reinstatement of all monetary items are recognized in the Statement of Profit and
Loss.
30411. Revenue Recognition
Revenue from contracts with customers is recognized on transfer of control of promised goods or services
to a customer at an amount that the Group is expected to be entitled to in exchange for those goods or
services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction
price (net of variable consideration) allocated to that performance obligation.
The transaction price of goods sold and services rendered is net of variable consideration on account of
various discounts and rebates offered by the Group as part of the contract/sale. This variable consideration
is estimated based on the expected value of outflow.
Sale of goods
Revenue from sale of products is recognized when the control on the goods have been transferred to the
customer. The performance obligation in case of sale of product is satisfied at a point in time i.e., when the
material is shipped to the customer or on delivery to the customer, the risks of obsolescence and loss have
been transferred to the customer, and either the customer 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. Revenue from the sale of goods is measured at the fair value of the
consideration received or receivable, net of returns and allowances, trade discounts and volume rebates.
Advance from customers is recognized under other current liabilities which is released to revenue on
satisfaction of performance obligation.
Rendering of Services
Revenue from design services are recognised over the contract term based on the percentage of services that
are provided during the period compared with the total estimated services to be provided estimated based on
the input method. Income from other service activities are recognized at a point in time on satisfaction of
performance obligation towards rendering of such services in accordance with the terms of arrangement.
Revenue is recorded exclusive of goods and service tax.
Other Income
Interest : Interest income is recognized on effective interest method taking into account the amount
outstanding and the rate applicable.
Dividend : Dividend income is recognized when the right to receive dividend is established.
Rental Income: Rental income is recognized on an accrual basis as per the terms of lease agreements. If the
lease includes fixed increases or adjustments, the income is spread evenly over the lease term unless another
method better reflects the pattern of benefits. Variable rent (like revenue sharing) is recognized when earned
and measurable. Rental income excludes taxes collected on behalf of the government (like GST). Any advance
rent or deferred income is shown appropriately in the balance sheet, and relevant lease details are disclosed
in the financial statements
12. Employee Benefits
a. Defined contribution plan:
A defined contribution plan is a post-employment benefit under which an entity pays a specific
contribution to a separate entity and has no obligation to pay any further amounts. Retirement benefit
in the form of provident fund is a defined contribution scheme. The eligible employees of the Group
305are entitled to receive the benefits of Provident fund a defined contribution plan in which both
employees and the group make monthly contributions at a specified percentage of the covered
employees’ salary which are charged to the Statement of Profit and Loss on accrual basis. The provident
fund contributions are paid to the Regional Provident Fund Commissioner by the Group.
The Group has no further obligations for future provident fund and superannuation fund benefits other
than its annual contributions.
b. Defined benefit plan:
The Group has defined benefit plan for its employees, viz., gratuity. The Group accounts for its gratuity
liability covering eligible employees. The gratuity plan provides for a lump sum payment to employees
at retirement, death, incapacitation or termination of the employment based on the respective
employee’s salary and the tenure of the employment. Liabilities with regard to a Gratuity plan are
determined based on the actuarial valuation carried out by an independent actuary as at the Balance
Sheet date, using the Projected Unit Credit method for the Group.
Actuarial gains and losses are recognised in full in other comprehensive income and accumulated in
equity in the period in which they occur.
c. Other short term employee benefits:
Other short-term employee benefits such as performance incentives expected to be paid in exchange
for the services rendered by employees, are recognised during the period when the employee renders
the service.
13. Taxes on Income
Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the
net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax
authorities in accordance with the relevant prevailing tax laws. Tax expenses relating to the items in profit
and loss shall be treated as current tax as part of profit and loss and those relating to items in other
comprehensive income (OCI) shall be recognized as part of the part of OCI.
Deferred tax is recognized for all the temporary differences between the carrying amounts of assets and
liabilities in the Restated Consolidated Financial Information and corresponding tax bases used in
computation of taxable profit. Deferred tax assets are recognized and carried forward only to the extent that
it is probable that taxable profit will be available against which those deductible temporary differences can be
utilized. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted
or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Group re-assesses
unrecognized deferred tax assets, if any and the same is recognized to the extent it has become probable that
future taxable profit will allow the deferred tax asset to be recovered.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the
recognized amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax
assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against
liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to
taxes on income levied by the same governing taxation law.
Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there is
convincing evidence that the Group will pay normal income tax during the specified period. Such asset is
reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the
extent there is no longer convincing evidence to the effect that the Group will pay normal income tax during
the specified period. MAT shall be treated as part of deferred tax assets.
30614. 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 and financial liabilities are recognized when the Group
becomes a party to the contractual provisions of the instruments. A financial liability is any liability that is a
contractual obligation to deliver cash or another financial asset to another entity or a contract that will or may
be settled in the entity's own equity instruments and is a non-derivative for which the entity is or may be
obliged to deliver a variable number of the entity's own equity instruments.
Initial recognition and measurement
Financial Assets and Financial Liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of Financial Assets and Financial Liabilities (other than Financial Assets
and Financial Liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the Financial Assets or Financial Liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of Financial Assets or Financial Liabilities at fair
value through profit or loss are recognised immediately in Statement of Profit and Loss. Trade receivables
that do not contain a significant financing component are measured at transaction price.
A. Financial Assets:
Subsequent Measurement
All recognised Financial Assets are subsequently measured in their entirety at either amortised cost or fair
value, based on the business model for managing the financial assets and the contractual cash flow
characteristics.
i) Financial Assets at Amortised Cost
Financial Assets are subsequently measured at amortised cost using the effective interest method if these
financial assets are held within a business whose objective is to hold these assets in order to collect
contractual cash flows and the contractual terms of the Financial Asset give rise on specified dates to Cash
Flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
ii) Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets
are held within a business whose objective is achieved by both collecting contractual cash flows on
specified dates that are solely payments of principal and interest on the principal amount outstanding and
selling financial assets.
The Group, has made an irrevocable election to present in other comprehensive income subsequent
changes in fair value of investments not held for trading.
iii) Cash and cash equivalents
The Group considers all highly liquid financial instruments which are readily convertible into known
amounts of cash that are subject to an insignificant risk of change in value and having original maturities
of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents
consist of balances with banks which are unrestricted for withdrawal and usage.
iv) Equity Investments
Equity Investments (Other than Subsidiaries, Joint Ventures (JV) and Associates):
All Equity Investments in the scope of Ind AS 109 are measured at Fair value. Equity Instruments which
are held for trading are classified as at FVTPL. For all other such equity investments, the Group decides
307to classify the same either as FVOCI or FVTPL. The Group makes such election on an instrument-by
instrument basis. The classification is made on initial recognition and is irrevocable.
v) Trade Receivables
Trade receivables are stated at net of advances. Ageing of receivable are considered as tool to determine
the degree of liquidity. Receivable due for more than two years and balance considered doubtful, referred
for recovery through legal proceeding are considered for provision.
vi) Impairment of Financial Assets
The Group assesses at each Balance Sheet date whether a Financial Asset or a group of Financial Assets
is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The
Company recognises lifetime expected losses for trade receivables that do not constitute a financing
transaction. For all other financial assets, expected credit losses are measured at an amount equal to 12
month expected credit losses or at an amount equal to lifetime expected losses, if the credit risk on the
financial asset has increased significantly since initial recognition.
vii) Derecognition of Financial Assets
The Group derecognises a Financial Asset when the contractual rights to the cash flows from the asset
expire, or when it transfers the Financial Asset and substantially all the risks and rewards of ownership of
the asset to another party.
On derecognition of a Financial Asset in its entirety, the difference between the asset's carrying amount
and the sum of the consideration received and receivable is recognised in the Statement of Profit and
Loss.
B. Financial Liabilities
Subsequent measurement
i) Financial liabilities at amortised cost:
Financial Liabilities are measured at Amortised Cost at the end of subsequent accounting periods. The
carrying amounts of Financial Liabilities that are subsequently measured at amortised cost are determined
based on the Effective Interest method. Interest expense that is not capitalised as part of costs of an asset
is included in the 'Finance Costs' line item.
ii) Financial liabilities at fair value through profit or loss:
Financial liabilities at fair value through profit and loss are stated at fair value, with any gains or losses
arising on remeasurement recognised in profit and loss.
For trade and other payables maturing within one year from the Balance Sheet date the carrying amounts
approximate fair value due to the short maturity of these instruments.
iii) Derecognition of Financial Liabilities
The Group derecognises Financial Liabilities when, and only when, the Group's obligations are
discharged, cancelled or have expired. The difference between the carrying amount of the Financial
Liability derecognised and the consideration paid and payable is recognised in the Statement of Profit and
Loss.
30815. Fair Value:
The Group measures Financial instruments at fair value , as applicable in accordance with the accounting
policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. All assets and liabilities
for which fair value is measured or disclosed in the Restated Consolidated Financial Information are
categorized within the fair value hierarchy that categorizes into three levels, described as follows, the inputs
to valuation techniques used to measure value. The fair value hierarchy gives the highest priority to quoted
prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to
unobservable inputs (Level 3 inputs).
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3 —Inputs that are unobservable for the asset or liability
16. Earnings per Share:
Basic earnings/ (loss) per share are calculated by dividing the net profit / (loss) for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. The
weighted average number of equity shares outstanding during the period are adjusted for any bonus shares
issued during the year and also after the Balance Sheet date but before the date the financial statements are
approved by the Board of Directors.
For the purpose of calculating diluted earnings / (loss) per share, the net profit / (loss) for the period
attributable to equity shareholders and the weighted average number of shares outstanding during the period
are adjusted for the effects of all dilutive potential equity shares.
17. Segment Information
a) An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
company's other components, and for which discrete financial information is available.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The Managing Director & CEO of the Group is responsible for allocating
resources and assessing performance of the operating segments and accordingly is identified as the Chief
Operating Decision Maker (CODM).
All operating segments’ operating results are reviewed regularly by the CODM to make decisions about
resources to be allocated and assess their performance.
b) In accordance with Ind AS 108 – Operating Segments, the Group has identified Seeds & Crop care as
their\Operating segments based on the internal reports reviewed regularly by the Chief Operating Decision
Maker (CODM).
Group has identified and reported two reportable segments viz., Seeds and Crop care based on the nature of
products and service, the differing risks and returns and the internal reporting systems. The accounting
policies adopted for segment reporting are in line with the accounting policy of the Group.
Refer to Note No.2.40 for detailed bifurcation of segment information.
30918. Provision, Contingent Liabilities and Contingent Assets:
Provisions
A provision is recognized when the Group has a present obligation as a result of past event and it is probable
that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can
be made. If the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognised as a finance cost.
Contingent liability
Contingent liability is-
(i) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the control of the entity or
(ii) a present obligation that arises from past events but is not recognized because it is not probable that an
outflow of resources embodying economic benefits will be required to settle the obligation or
the amount of the obligation cannot be measured with sufficient reliability.
Contingent Asset
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the entity. The Group does not recognize the contingent asset in its financial statements since this may
result in the recognition of income that may never be realised. Where an inflow of economic benefits are
probable, the Group disclose a brief description of the nature of contingent assets at the end of the reporting
period. However, when the realisation of income is virtually certain, then the related asset is not a contingent
asset and the Group recognize such assets.
Contingent Liabilities and Contingent Assets are not recognized in the special purpose financial statements.
However contingent liabilities are disclosed as per the requirements of Ind AS 37 – Provisions, contingent
assets and Contingent Liabilities.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
19. Cash & Cash Equivalents
Cash and cash equivalents comprises cash on hand and at banks and short-term deposits with an original
maturity of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.
20. Exceptional items
Exceptional items are those items that management considers, by virtue of their size or incidence, should be
disclosed separately to ensure that the financial information allows an understanding of the underlying
performance of the business in the year, so as to facilitate comparison with prior periods. Such items are
material by nature or amount to the year's result and require separate disclosure in accordance with Ind AS.
21. Critical accounting judgements, assumptions and key sources of estimation uncertainty
The following are the critical judgements, assumptions concerning the future, and key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year.
310Useful lives of property, plant and equipment
As described above, the charge in respect of periodic depreciation for the year is derived after determining
an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful
lives and residual values of Group’s assets are determined by the management at the time the asset is acquired
and reviewed annually. The lives are based on historical experience with similar assets as well as anticipation
of future events, which may impact their life, such as changes in technical or commercial obsolescence arising
from changes or improvements in production or from a change in market demand of the product or service
output of the asset.
Employee Benefits
The cost of defined benefit plans are determined using actuarial valuation, which involves making
assumptions about discount rates, expected rates of return on assets, future salary increases, and mortality
rates. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.
Taxation
Significant assumptions and judgements are involved in determining the provision for tax based on tax
enactments, relevant judicial pronouncements and tax expert opinions, including an estimation of the likely
outcome of any open tax assessments / litigations. Deferred income tax assets are recognized to the extent
that it is probable that future taxable income will be available, based on estimates thereof. Significant
assumptions are also involved in evaluating the recoverability of deferred tax assets recognised on unused tax
losses.
Provisions and contingencies
Critical judgements are involved in measurement of provisions and contingencies and estimation of the
likelihood of occurrence thereof based on factors such as expert opinion, past experience etc.
Impairment of Trade receivable - Expected Credit loss
The impairment provisions for trade receivables are based on assumptions about risk of default. The Group
uses judgement in making these assumptions and selecting the inputs for the impairment calculation, based
on Group’s past history at the end of each reporting period.
Common Control Business Combination
Significant judgment and factual assessment is involved in identifying whether a business combination is a
common control business combination or not in accordance with Appendix C to Ind AS 103. Refer Note
No. 2.44 for detailed working on Common Control Business Combination.
311Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.2
Property, Plant and Equipment
TANGIBLE ASSETS
Particulars /Assets Plant and Furniture & Computer and Laboratory Electrical Total
Freehold land Buildings Office equipment Vehicles Installation and
Machinery Fixtures Peripherals Equipment
Equipment
Gross Block
At 1 April 2022 309.33 65.71 55.44 4.42 1.33 108.98 2 .97 4.75 0.68 553.59
Additions - 8.35 3.35 0.38 0.52 15.76 0 .59 0.71 - 29.67
Deductions/Adjustments - - - - - - - - - -
At 1 April 2023 309.33 74.06 58.79 4.80 1.85 124.74 3 .56 5.46 0.68 583.26
Additions 150.82 169.96 131.32 4.87 1.59 38.26 1 .36 0.29 22.96 521.44
Deductions/Adjustments - 7.53 6.12 0.09 - - - - - 13.74
At 1 April 2024 460.14 236.48 183.99 9.59 3.44 163.00 4 .92 5.75 23.64 1 ,090.96
Additions 201.94 26.95 88.38 1.84 5.74 27.43 1 .73 0.16 0.69 354.87
Deductions/Adjustments 145.87 - 20.18 3.06 0.58 8.16 2 .84 - - 180.69
At 31 March 2023 309.33 74.06 58.79 4.80 1.85 1 24.74 3 .56 5.46 0.68 583.26
At 31 March 2024 4 60.14 236.48 1 83.99 9.59 3.44 1 63.00 4 .92 5.75 23.64 1 ,090.96
At 31 March 2025 5 16.22 263.43 252.20 8.37 8.60 1 82.27 3.81 5.91 24.33 1,265.14
Depreciation/Adjustments
At 1 April 2022 - 24.28 38.98 3.76 1.18 56.70 2 .70 3.29 0.56 131.45
Additions - 3.99 5.96 0.37 0.09 18.41 0 .39 0.46 0.05 29.71
Deductions/Adjustments
At 1 April 2023 - 28.27 44.94 4.13 1.26 75.11 3 .09 3.74 0.62 161.16
Additions - 4.68 37.12 1.61 0.35 21.94 0 .58 0.45 5.36 72.09
Deductions/Adjustments - 3.03 0.93 0.00 - - - - - 3.96
At 1 April 2024 - 29.92 81.13 5.73 1.62 97.05 3 .66 4.20 5.97 229.29
Additions - 20.56 49.96 2.26 1.08 26.36 1 .22 0.42 4.64 106.51
Deductions/Adjustments - - 19.42 2.97 0.56 7.82 2 .77 - - 33.54
At 31 March 2023 - 28.27 44.94 4.13 1.26 7 5.11 3 .09 3.74 0.62 161.16
At 31 March 2024 - 29.92 8 1.13 5.73 1.62 97.05 3 .66 4.20 5.97 229.29
At 31 March 2025 - 50.48 111.67 5.02 2.14 115.59 2.11 4.62 10.62 302.25
Net Block
At 31 March 2023 309.33 45.79 13.84 0.68 0.58 49.63 0 .47 1 .71 0.06 4 22.10
At 31 March 2024 4 60.14 206.57 1 02.86 3.86 1.82 65.95 1.25 1.55 17.67 8 61.68
At 31 March 2025 5 16.22 2 12.95 1 40.52 3.35 6.46 66.68 1.70 1.29 13.72 962.89
a) On transition to IND AS, the Group has elected to continue with the carrying value of all Property, plant and equipment assets measured as per the previous GAAP and use that carrying value as the deemed cost of PPE.
b) Refer note 2.17 (i) for details of certain Property Plant and Equipment given as security against borrowings.
312Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.3
Capital Work in Progress
Plant and Electrical Installation
Particulars /Assets Buildings Machinery Furniture & Fixtures and Equipment Total
Carrying Amount
Balance as at 1 April 2022 3.64 - - - 3 .64
Additions 112.65 9.93 - 5.61 128.20
Deletions 4.11 - - 4 .11
Balance as at 31 March 2023 112.18 9.93 - 5.61 127.72
Additions 68.46 7.93 1.70 - 78.09
Deletions 169.96 9.93 - 5.61 185.50
Balance as at 31 March 2024 10.68 7.93 1.70 - 20.31
Additions 76.02 21.10 4.23 - 101.35
Deletions 6.40 20.08 - - 26.48
Balance as at 31 March 2025 80.30 8.95 5 .93 - 95.18
Ageing of Capital Work in Progress as at 31-03-2025
Amount in CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years
CWIP Total
Projects in progress 93.48 1.70 - - 95.18
Projects temporarily suspended - - - -
Ageing of Capital Work in Progress as at 31-03-2024
Amount in CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years
CWIP Total
Projects in progress 20.31 - - - 20.31
Projects temporarily suspended - - - - -
Ageing of Capital Work in Progress as at 31-03-2023
Amount in CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years
CWIP Total
Projects in progress 127.72 - - - 127.72
Projects temporarily suspended - - - - -
There are no projects under capital work-in-progress whose completion is overdue or has exceeded its cost compared to its original plan as at
March 31, 2025, March 31, 2024 and March 31, 2023.
313Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.4
Other Intangible Assets
Particulars /Assets Trade Mark Computer Software Licences Total
Gross Block
At 01 April 2022 0.40 0.02 - 0.42
Additions - - - -
Deductions/Adjustments - - - -
At 31 March 2023 0.40 0.02 - 0.42
Additions - - - -
Deductions/Adjustments - - - -
At 1 April 2024 0.40 0.02 - 0.42
Additions - - 1.88 1.88
Deductions/Adjustments - - - -
At 31 March 2023 0.40 0 .02 - 0.42
At 31 March 2024 0.40 0.02 - 0.42
At 31 March 2025 0.40 0.02 1.88 2.29
Depreciation/Adjustments
At 01 April 2022 0.36 0.02 - 0.37
Additions 0.01 0.00 - 0.01
Deductions/Adjustments - - - -
At 1 April 2023 0.37 0.02 - 0.38
Additions 0.02 0.00 - 0.02
Deductions/Adjustments - - - -
At 1 April 2024 0.38 0.02 - 0.40
Additions 0.00 0.00 0.17 0.17
Deductions/Adjustments - - - -
At 31 March 2023 0.37 0 .02 - 0 .38
At 31 March 2024 0.38 0 .02 - 0 .40
At 31 March 2025 0.39 0 .02 0.17 0 .57
Net Block
At 31 March 2023 0.03 0.00 - 0 .03
At 31 March 2024 0.02 0.00 - 0 .02
At 31 March 2025 0.01 0.00 1.71 1.72
a) On transition to IND AS, the Group has elected to continue with the carrying value of all intangible assets measured as per the previous GAAP and use
that carrying value as the deemed cost of Intangible Asset.
314Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.5: Investments - Non Current
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Investment in Equity Instruments - Unlisted Equities 0.00 0.00 0 .00
Total 0.00 0.00 0.00
Investments in Unquoted Equities
The Company has designated its unquoted equity investments to be measured at fair value through Other Comprehensive Income (FVTOCI) in accordance with Ind AS 109. Under previous GAAP, these investments were
measured at the lower of cost or market value. On the date of transition to Ind AS, the decline in fair value to a nominal amount has been recognised in Retained Earnings.
Note 2.6: Other Financial Assets
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Fixed Deposits more than twelve months 3.23 3.00 -
Total 3.23 3.00 -
Note 2.7: Deferred tax assets (net)
A. Movement in deferred tax balances
As at Recognised Recognised As at
Particulars April 1, 2024 in P&L in OCI March 31, 2025
Deferred Tax Assets
Expenses deductible on payment basis 0 .11 - ( 1.36) ( 1.24)
Property, plant and equipment, Intangible assets 1 3.82 7 .68 - 2 1.51
Provision for expected Credit Loss 5 .83 4 .36 1 0.19
Fair Valuation of Investment in Equity Instruments 0 .54 - - 0 .54
Sub-Total (a) 2 0.30 12.04 ( 1.36) 3 0.99
Deferred Tax Liabilities
Fair Valuation of Borrowings 0 .34 0 .19 - 0 .53
Sub- Total (b) 0.34 0 .19 - 0.53
Net Deferred Tax Asset (a)-(b) 19.96 11.86 ( 1.36) 3 0.46
As at Recognised Recognised As at
Particulars April 1, 2023 in P&L in OCI March 31, 2024
Deferred Tax Assets
Expenses deductible on payment basis - - 0 .11 0 .11
Property, plant and equipment, Intangible assets 1 1.54 2 .28 - 1 3.82
Provision for expected Credit Loss 2 .72 3 .10 5 .83
Fair Valuation of Investment in Equity Instruments 0 .54 - - 0 .54
Sub-Total (a) 14.80 5.38 0.11 2 0.30
Deferred Tax Liabilities
Fair Valuation of Borrowings 0 .27 0 .07 - 0 .34
Sub- Total (b) 0.27 0.07 - 0.34
Net Deferred Tax Asset (a)-(b) 14.53 5 .31 0.11 19.96
As at Recognised Recognised As at
Particulars April 1, 2022 in P&L in OCI March 31, 2023
Deferred Tax Assets
Expenses deductible on payment basis - - - -
Property, plant and equipment, Intangible assets 9 .70 1 .84 - 1 1.54
Provision for expected Credit Loss - 2 .72 2 .72
Fair Valuation of Investment in Equity Instruments 0 .54 - - 0 .54
Sub-Total (a) 10.24 4.57 - 14.80
Deferred Tax Liabilities
Fair Valuation of Borrowings 0 .19 0 .08 - 0 .27
Sub- Total (b) 0 .19 0.08 - 0.27
Net Deferred Tax Asset (a)-(b) 10.04 4.49 - 14.53
Deferred tax assets and deferred tax liabilities are off set when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate
to the same taxable entity and the same taxation authority
B. Amounts recognised in the Statement of Profit and Loss
For the Year Ended For the Year Ended For the Year Ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Current tax expense
Current year 131.85 8 7.42 6 3.03
Income tax for earlier year - - -
131.85 8 7.42 6 3.03
Deferred Tax Charge/(Credit)
Origination and reversal of temporary differences (11.86) ( 5.31) (4.49)
Origination and reversal of temporary differences for earlier years - - -
(11.86) ( 5.31) (4.49)
Total Tax Expense 120.00 82.11 5 8.54
C. Amount recognised in Other Comprehensive Income
For the Year Ended For the Year Ended For the Year Ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Deferred Tax Charge/(Credit)
Remeasurements of defined benefit obligation ( 1.36) 0.11 -
( 1.36) 0.11 -
315Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
D. Reconciliation of effective tax expense
For the Year Ended For the Year Ended For the Year Ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Accounting profit before tax 838.59 569.89 351.85
Tax using the Company’s domestic tax rate 211.06 143.43 8 8.55
Tax effect of:
(Exempted income) (net) ( 97.03) ( 62.05) ( 54.40)
Non-deductible expenses 1 0.48 1 .51 0 .97
Depreciation of PPE and Intangibles 7 .35 4 .10 1 .84
IND AS Adjustments - 0 .42 1 9.65
Others - - 6 .42
131.85 8 7.42 6 3.03
Note :
(a). Statement of Depreciation as per companies act and income tax act are here with enclosed in separate sheet
(b). The Group had calculated Deferred Tax with respect to PPE on Depreciation basis up to FY 2022 - 2023.
It has changed the method of calculating Deferred Tax with respect to PPE from Depreciation basis to WDV basis from FY 2023-2024
(c)The Group domestic tax rate for the year ended is 25.168% (For the year ended March 31, 2024: 25.168%; for the year ended March 31,2023: 25.168%)
Note 2.8: Other Non-Current Assets
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Deposit - others * 2.34 1.64 1.64
Total 2.34 1.64 1.64
* Includes deposit with TSSPDCL, BESCOM & V-TRANS
Note 2.9: Inventories (Valued at lower of cost or net realisable value)
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Raw material 399.10 288.27 252.16
Finished Goods 1,982.54 1,114.14 1,020.97
Total 2,381.64 1,402.41 1,273.13
For details of inventory hypothecated against borrowing refer note no 2.19
Note 2.10: Biological Assets (Valued at lower of cost or net realisable value)
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Standing Crop* 625.91 116.47 64.06
Total 625.91 116.47 64.06
*Biological assets comprise standing crops cultivated for seed production, primarily maize, paddy, cotton and are measured at cost up to the date of harvest.
Note 2.11: Trade Receivables - Current
Unsecured, considered good (unless otherwise stated)
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Undisputed Trade Receivables
Trade receivables considered good - Unsecured 1,778.93 1,319.77 820.52
Trade receivables which have significant increase in credit risk - Unsecured - - -
Trade Receivables Credit Impaired - Unsecured - - -
Disputed Trade Receivables - - -
Trade receivables considered good - Unsecured 22.57 14.83 10.72
Trade receivables which have significant increase in credit risk - Unsecured - - -
Trade Receivables Credit Impaired - Unsecured - - -
Total 1,801.49 1,334.60 831.24
Less: Provision for Expected Credit Loss ᶺ 40.47 23.15 10.83
Total 1,761.02 1,311.45 820.42
ᶺ The carrying value may be effected by change in credit risk of the party
(i) As per IND AS 109 regulations, Financial Assets are measured at fair value by providing Expected Credit Loss (ECL) provisions under Simplified Approach and time value adjustment provisions (where realisation are
expected to be realised over and above 12 month period). ECL provision is measured after considering the risk from each and every account as on the date of the financials.
Ageing for trade receivables - Outstanding as at 31 March, 2025 is as follows :
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed trade receivables- considered good 7 97.61 6 39.84 2 64.98 6 3.85 1 2.64 1 ,779
(ii) Undisputed trade receivables- which have significant increase in credit risk - - - - - -
(iii) Undisputed trade receivables- credit Impaired - - - - - -
(iv) Disputed trade receivables considered good - 7.74 4.11 2.77 7.96 2 2.57
(v) Disputed trade receivables- which have significant increase in credit risk - - - - - -
(vi) Disputed trade receivables- credit Impaired - - - - - -
Total - 7 97.61 6 47.58 269.09 6 6.61 2 0.60 1,801.49
Less: Provision for Expected Credit Loss - 0.60 8.21 5 .64 5 .42 2 0.60 4 0.47
Balance at the end of the year - 7 97.01 6 39.37 2 63.45 6 1.20 - 1 ,761.02
Ageing for trade receivables - Outstanding as at 31 March, 2024 is as follows :
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed trade receivables- considered good 7 44.14 3 39.57 1 45.50 8 2.44 8.11 1 ,320
(ii) Undisputed trade receivables- which have significant increase in credit risk - - - - - -
(iii) Undisputed trade receivables- credit Impaired - - - - - -
(iv) Disputed trade receivables considered good - 4.11 2.77 7.96 - 1 4.83
(v) Disputed trade receivables- which have significant increase in credit risk - - - - - -
(vi) Disputed trade receivables- credit Impaired - - - - - -
Total - 7 44.14 3 43.67 148.27 9 0.40 8 .11 1,334.60
Less: Provision for Expected Credit Loss - 0.03 4.13 2 .80 8 .08 8 .11 2 3.15
Balance at the end of the year - 744.11 3 39.54 145.48 8 2.32 - 1 ,311.45
316Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Ageing for trade receivables - Outstanding as at 31 March, 2023 is as follows :
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years Total
(i) Undisputed trade receivables- considered good 5 09.82 1 98.59 1 01.61 1 0.46 0.04 821
(ii) Undisputed trade receivables- which have significant increase in credit risk - - - - - -
(iii) Undisputed trade receivables- credit Impaired - - - - - -
(iv) Disputed trade receivables considered good - 2.77 7.96 - - 1 0.72
(v) Disputed trade receivables- which have significant increase in credit risk - - - - - -
(vi) Disputed trade receivables- credit Impaired - - - - - -
Total - 5 09.82 2 01.36 109.57 1 0.46 0 .04 831.24
Less: Provision for Expected Credit Loss - 0.02 2.78 7 .97 0 .02 0 .04 1 0.83
Balance at the end of the year - 5 09.80 1 98.58 101.60 1 0.44 - 8 20.42
(i) Trade receivables are non-interest bearing and are normally settled within credit terms. Refer Note 2.35 for liquidity risk disclosure.
(ii) Refer Note 2.37 for the balance receivable from related parties.
Note 2.12A: Cash and cash equivalents
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
(i) Cash and cash equivalents:
(i) Cash in hand 11.78 7.59 8.04
Sub Total 11.78 7.59 8.04
(ii) Balance with banks
a) In Current Accounts 6.23 2.24 1.42
Sub Total 6.23 2.24 1.42
Total 18.01 9.82 9.46
Note 2.12B: Bank Balance other than cash and cash equivalents
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Deposits with remaining maturity of less than twelve months 8.39 15.18 11.38
Total 8.39 15.18 11.38
Note 2.13: Other Financial Asset
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Rent Deposit 3.76 2.36 1.90
Accrued Insurance claim 211.96 221.77 -
Total 215.72 224.13 1.90
Note 2.14: Other Current Assets
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Advance to Suppliers 258.88 301.01 298.87
Advance to Staff 31.40 27.96 26.07
Prepaid Cards 0.37 0.02 0.48
Prepaid Insurance 5.07 2.51 4.11
Prepaid IPO Expenses* 14.84 - -
Balance with Govt Authorities** 136.85 119.74 29.15
Other Current Assets 22.74 14.23 -
Total 470.16 465.48 358.68
*Prepaid IPO Expenses
The company has incurred expenses that are directly attributable to the proposed Initial Public Offering (“IPO”). The company expects to recover certain amounts from its selling shareholders and the balance amount would
be adjusted against securities premium account in accordance with Section 52 of The Companies Act, 2013 upon the shares being issued.
**Includes GST receivable and Advance tax
317Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.15: Share Capital
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Number of Number of
Number of Shares Amount Amount Amount
Shares Shares
Authorised Capital :
60,00,000 Equity Shares of Rs.10 each 60,00,000 60.00 60,00,000 60.00 60,00,000 60.00
60,00,000 60.00 60,00,000 60.00 60,00,000 60.00
Issued, Subscribed and fully paid:
45,90,000 Equity Shares of Rs.10 each 45,90,000 45.90 45,90,000 45.90 45,90,000 45.90
45,90,000 45.90 45,90,000 45.90 45,90,000 45.90
(a) Reconciliation of number of shares and amount outstanding at the beginning and end of the year
Beginning of Issued during
Particulars End of the year
the year the year
Equity Shares
Period ended March 31, 2025
-Number of Shares 45,90,000 - 45,90,000
-Amount 45.90 - 45.90
Period ended March 31, 2024
-Number of Shares 45,90,000 - 45,90,000
-Amount 45.90 - 45.90
Period ended March 31, 2023
-Number of Shares 45,90,000 - 45,90,000
-Amount 45.90 - 45.90
(b) Rights, preferences and restrictions attached to shares
The Company has one class of equity shares having a face value of Rs.10 per share. Each shareholder is eligible for one vote per share held. Repayment of capital on liquidation will be in
proportion to the number of equity shares held.
(c) Details of shares held by each promoter & shareholder holding more than 5% shares
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Number of Shares Percentage of Number of Percentage of Number of Percentage of
held holding Shares held holding Shares held holding
Usha Rani Papineni 7,05,000 15.36% 7,05,000 15.36% 7,05,000 15.36%
Dr. Srinivas Rao Linga 38,85,000 84.64% 38,85,000 84.64% 38,85,000 84.64%
Total 45,90,000 100% 45,90,000 100% 45,90,000 100%
Note: As per records of the company , including its register of shareholders/ members and other declaration received from shareholders regarding interest, the above shareholding represent
both legal and beneficial ownership of shares.
d)Bonus, buy back, cancellation and issue of shares
(i) In preceding five (5) years from the date of balance sheet, there was no issue of bonus, buy back, cancellation and issue of shares.
(ii) Refer note 2.43 for subsequent events after the balance sheet date.
Note 2.16 Other equity (Rs. In millions)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Securities premium - - -
General reserve - - -
Retained earnings 2 ,451.71 1 ,733.07 1,245.25
Other Comprehensive Income 3.70 ( 0.33) -
Capital Reserve ( 62.92) ( 62.92) ( 62.92)
Total other equity 2,392.49 1 ,669.82 1 ,182.33
318Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
A. Nature and purpose of reserves
General Reserve:
General Reserve represents an appropriation of retained earnings and is maintained for strengthening the financial position of the Company. No transfers to or from the reserve were made
Other Comprehensive Income:
a) Fair Value of Investments
The Company has elected to recognise changes in the fair value of investments in equity instruments in other comprehensive income. These changes are accumulated within the Fair Value
Through Other Comprehensive Income (FVTOCI) equity investments within equity.The balance in Other Comprehensive Income is transferred to retained earnings on disposal of the
investment.
b) Remeasurement of defined benefit plans
It represents the gain/(loss) on remeasurement of Defined Benefit Obligation.
Retained Earnings:
Retained earnings are the profits that the Company has earned till date less any transfers to general reserve, dividends, utilisations or other distributions paid to shareholders.
Capital Reserve:
Represents the reserve created pursuant to the business combination under common control. (Refer No.2.44) The balance in this reserve will get transferred at the time of disposal of the
relevant investment
(i) General reserve
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Opening balance - - -
Transferred from retained earnings - - -
Closing balance - - -
(ii) Retained earnings
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 1 ,733.07 1 ,245.25 952.16
Net profit for the year 718.60 487.78 293.30
Ind AS Adjustments 0 .04 0 .04 (0.22)
Closing balance 2,451.71 1 ,733.07 1,245.25
(iii) Other comprehensive Income
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Opening balance ( 0.33) - -
- Remeasurements of defined benefit obligation 4.03 ( 0.33) -
Closing balance 3.70 ( 0.33) -
(iv) Capital Reserve
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Opening balance ( 62.92) ( 62.92) ( 62.92)
- During the year - - -
Closing balance (62.92) (62.92) ( 62.92)
319Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.17: Borrowings - Non Current
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Secured Term Loans from banks
Term Loan From Bank (Refer Note (i)) 331.59 265.01 1 99.75
Secured Vehicle Loans
From Banks 20.08 22.80 1 4.68
From Others 0.51 0.40 1.36
(Refer note )
Total 352.18 288.21 215.79
Notes :
(i) Terms of repayment and securities of secured loans
a)Term loan from HDFC Bank amounting to ₹394.33 million as on March 31, 2025 (March 31, 2024: ₹306.12 million). The loan is disclosed under long-term borrowings of ₹325.20
million (March 31, 2024: ₹250.83 million) and current maturities of long-term borrowings of ₹69.13 million (March 31, 2024: ₹55.29 million). The loan is secured by way of hypothecation
of plant and machinery, charge on the immovable properties of the Company, and is further secured by personal guarantees of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni
(Director), along with corporate guarantees from Srikar Biotech Private Limited, Eldorado Agritech Limited, and Srikar Organics (India) Private Limited. These loans carry interest rates
ranging from 8.25% p.a. to 8.34% p.a.
b)Term loan from HSBC Bank amounting to ₹14.06 million as on March 31, 2025 (March 31, 2024: ₹21.72 million). The loan is disclosed under long-term borrowings of ₹6.39 million
(March 31, 2024: ₹14.06 million) and current maturities of long-term borrowings of ₹7.67 million (March 31, 2024: ₹7.67 million). The loan is secured by way of charge on the immovable
properties of the Company, and properties of Srikar Organics(India) Private Limited , Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director). These loans carry interest
rates ranging from 8.72% p.a
c) Term loan from HDFC Bank amounting to ₹Nil as on March 31, 2025 (March 31, 2024: ₹4.68 million). The loan is disclosed under long-term borrowings of ₹Nil (March 31, 2024:
₹4.68 million) and current maturities of long-term borrowings of ₹ Nil (March 31, 2024: ₹ Nil ). The loan is secured by way of hypothecation of plant and machinery, charge on the
immovable properties of the Company, and is further secured by personal guarantees of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director), along with corporate
guarantees from Srikar Biotech Private Limited, Eldorado Agritech Limited, and Srikar Organics (India) Private Limited. These loans carry interest rates ranging from 8.67% p.a. to 9.34%
p.a.
d)Vehicle loans from Banks amounting to ₹ 41.39 Million (March 31, 2024: ₹ 41.82 Million) disclosed under long-term borrowings ₹ 20.08 Million (March 31, 2024: ₹ 22.80 Million) and
current maturities of long-term borrowing ₹ 21.32 Million (March 31, 2024: ₹ 19.02 Million) are secured by way of hypothecation of respective vehicles. These loans are repayable in
equated monthly instalments, interest rates were in the range of 7.15% p.a. to 12.02% p.a.
e)Vehicle loans from NBFC amounting to ₹ 1.28 Million (March 31, 2024: ₹1.36 Million) disclosed under long-term borrowings ₹ 0.51(March 31, 2024: ₹ 0.40 Million) and current
maturities of long-term borrowing ₹ 0.76 Million (March 31, 2024: ₹ 0.96 Million) are secured by way of hypothecation of respective vehicles. These loans are repayable in equated
monthly instalments, interest rate of 7.01% p.a.
Note 2.18: Provisions - Non Current
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
1.Provision for employee benefits
Provision for gratuity 11.15 16.84 10.42
Total 11.15 16.84 10.42
Note 2.19: Borrowings - Current
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
CC/OD facility from Banks 1,731.55 972.74 763.22
Trade Pay facility from Banks 455.69 197.26 -
Current Maturities of Borrowings - Non Current -
Term Loan - Repayable with in a Year (Banks) 76.80 72.14 54.92
Vehcile Loans - Repayable with in a Year (Banks) 21.32 19.02 11.74
Vehcile Loans - Repayable with in a Year (NBFC) 0.76 0.96 3.28
(Refer note ) -
Unsecured Loans -
Loans & Advance from Related Parties - Repayable on demand 90.18 24.30 27.88
Total 2,376.31 1,286.42 861.04
Notes:
(i) Terms of repayment and securities of working capital loans
a)Working capital loan of ₹489.84 Million from HSBC Bank as on March 31, 2025 (March 31, 2024: ₹ 593.13 Million). The loan is secured by hypothecation of stocks and book debts of
the Company, and a charge on the immovable properties of the Company as well as the properties of Biogene Biosciences and Srikar Organics (India) Private Limited. Further, the loan is
secured by personal guarantees and properties of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director), along with corporate guarantees from Srikar Biotech Private
Limited, Eldorado Agritech Limited, Srikar Organics (India) Private Limited, and Biogene Biosciences.
Working capital loan of ₹156.21 Million from HSBC Bank (Trade Pay) as on March 31, 2025 (March 31, 2024: ₹ Nil). The loan is secured by hypothecation of stocks and book debts of
the Company, and a charge on the immovable properties of the Company as well as the properties of Biogene Biosciences and Srikar Organics (India) Private Limited. Further, the loan is
secured by personal guarantees and properties of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director), along with corporate guarantees from Srikar Biotech Private
Limited, Eldorado Agritech Limited, Srikar Organics (India) Private Limited, and Biogene Biosciences.
b)Working capital loan of ₹362.62 Million from HDFC Bank as on March 31, 2025 (March 31, 2024: ₹ 379.61 Million). The loan is secured by hypothecation of stocks and book debts of
the Company, and a charge on the immovable properties of the Company as well as the properties of Biogene Biosciences and Srikar Organics (India) Private Limited. Further, the loan is
secured by personal guarantees and properties of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director), along with corporate guarantees from Srikar Biotech Private
Limited, Eldorado Agritech Limited, Srikar Organics (India) Private Limited, and Biogene Biosciences.
320Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
c)Working capital loan of ₹299.48 Million from HDFC Bank (Farmer Credit) as on March 31, 2025 (March 31, 2024: ₹197.26 Million). The loan is secured by hypothecation of stocks
and book debts of the Company, and a charge on the immovable properties of the Company as well as the properties of Biogene Biosciences and Srikar Organics (India) Private Limited.
Further, the loan is secured by personal guarantees and properties of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director), along with corporate guarantees from Srikar
Biotech Private Limited, Eldorado Agritech Limited, Srikar Organics (India) Private Limited, and Biogene Biosciences.
d)Working capital loan of ₹879.08 Million from Union Bank of India as on March 31, 2025 (March 31, 2024: ₹ Nil). The loan is secured by hypothecation of stocks and book debts of
the Company, and a charge on the immovable properties of the Company as well as the properties of Biogene Biosciences and Srikar Organics (India) Private Limited. Further, the loan is
secured by personal guarantees and properties of Dr. Srinivas Rao Linga (Director) and Usha Rani Papineni (Director), along with corporate guarantees from Srikar Biotech Private
Limited, Eldorado Agritech Limited, Srikar Organics (India) Private Limited, and Biogene Biosciences.
Note 2.20: Trade Payables - Current
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
(Unsecured, Considered good)
a. total outstanding dues of micro enterprises and small enterprises 15.93 7.80 10.41
b. total outstanding dues of creditors other than micro enterprises and small enterprises 489.12 311.24 1 85.89
Total 505.05 319.04 196.30
Ageing for trade payables - Outstanding as at 31 March, 2025 is as follows :
Particulars Less than 1 yr. 1-2 yrs 2-3 yrs More than 3 yrs Total
(i) MSME 15.93 - - - 15.93
(ii) Others 489.12 - - - 489.12
(iii) Disputed dues- MSME - - - - -
(iv) Disputed dues- Others - - - - -
Balance at the end of the year -
Total Trade Payables 5 05.05 - - - 5 05.05
Ageing for trade payables - Outstanding as at 31 March, 2024 is as follows :
Particulars Less than 1 yr. 1-2 yrs 2-3 yrs More than 3 yrs Total
(i) MSME 7.80 - - - 7.80
(ii) Others 311.24 - - - 311.24
(iii) Disputed dues- MSME - - - - -
(iv) Disputed dues- Others - - - - -
Balance at the end of the year -
Total Trade Payables 319.04 - - - 319.04
Ageing for trade payables - Outstanding as at 31 March, 2023 is as follows :
Particulars Less than 1 yr. 1-2 yrs 2-3 yrs More than 3 yrs Total
(i) MSME 10.41 - - - 10.41
(ii) Others 185.89 - - - 185.89
(iii) Disputed dues- MSME - - - - -
(iv) Disputed dues- Others - - - - -
Balance at the end of the year -
Total Trade Payables 196.30 - - - 196.30
(i) Trade payables are non-interest bearing and are normally settled within credit terms. Refer Note 2.35 for liquidity risk disclosure.
(ii) Refer Note 2.37 for the balance payable to related parties.
Note 2.21: Other Current Liabilities
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Employee Benefit Expense Payable 3.40 2.18 0.38
Outstanding Expenses Payable 17.81 4.25 3.44
Advances from Customer 727.29 617.76 4 16.32
Outstanding Payable to Promoters for Share Acquisition - 104.69 1 04.69
Statutory dues Payable* 17.24 10.41 5.92
Total 765.73 739.28 530.74
* Includes dues towards provident fund, employee state insurance dues, professional tax, withholding taxes and goods and service tax.
Note 2.22: Current tax liabilities (net)
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Provision for Taxation (Net of TDS & TCS) 127.85 86.02 62.53
Total 127.85 86.02 62.53
321Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.23: Revenue from operations (net)
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Sale of Products
Seeds 3,376.23 2,609.94 2,135.63
Crop Care 1,715.84 1,450.06 940.46
Less: Discount Allowed* ( 677.25) ( 537.98) ( 377.95)
Total 4,414.81 3,522.02 2,698.14
*Discount Allowed includes various types of discount namely, ABS Discount, Price Discount, Tour Discount, Special discount, Turnover Discount, Trade
Discount, Quantity Discount, Dealer Margin, Distributor Margin, Special Promotional Discount
Note: For details of transactions with related parties, Refer Note 2.37
Additional disclosures as per Ind AS 115
a) Disaggregation of revenue information
The table below presents disaggregated revenues from contracts with customers by offerings and contract type
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Revenue by product lines/ streams
Sale of Products
Seeds 2,782.41 2,178.55 1,805.78
Crop Care 1,632.40 1,343.47 892.36
4 ,414.81 3,522.02 2,698.14
Revenue by method of satisfaction of performance obligations
At a point of time 4,414.81 3,522.02 2,698.14
Over a period of time - - -
4 ,414.81 3,522.02 2,698.14
Revenue by geographical region
India 4,351.54 3,457.97 2,664.19
Rest of world 63.27 64.05 33.95
4 ,414.81 3,522.02 2,698.14
b) Contract balances:
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Contract assets
Trade receivables 1,761.02 1,311.45 820.42
Contract liabilities
Opening balance 617.76 416.32 5 .37
Revenue recognised during the year ( 617.76) ( 416.32) (5.37)
Increase in advances received during the year 727.29 617.76 416.32
Contract liabilities (Advances from Customers) 727.29 617.76 416.32
c) Transaction price allocated to remaining performance obligations
The following table includes revenue expected to be recognised in the future period
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Advance from customers (contract liabilities)
Within 1 year 727.29 617.76 416.32
More than 1 year - - -
Total 727.29 617.76 416.32
322Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.24: Other Income
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Discount Received 5 .00 2 .93 0 .32
Interest Income 0 .84 1 .23 0 .37
Other non-operating Income
Insurance Claim - - 0 .41
Foreign Exchange gain (net) 1 .78 1 .02
Profit on Sale of Assets 3 .85 - -
Misc.Income 0 .92 1 .12 0 .26
Total 10.61 7.06 2.38
Note 2.25: Cost of Material Consumed
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Raw Material Consumed/Production Expenses
Opening Raw Material 288.27 252.16 -
Add : Purchases 1,337.47 909.72 819.46
Add : Production expenses* 1,787.82 1,000.06 1,178.48
Less Closing Raw Material 399.10 288.27 252.16
Total 3,014.46 1,873.66 1,745.78
*Production Expenses
Detassling/Roughing 81.48 37.14 35.87
Agricultural Inputs 63.18 17.89 10.19
Aggrigator service charges 76.76 32.43 35.61
Cultivation expenses 1,329.75 748.74 1,000.34
Cold Storage & Other Expenses 5 .99 13.04 23.94
Cob Drying Charges 21.50 33.64 36.62
Consumbale Stores & Spares 33.15 14.61 0 .22
Freight Inwards 59.34 16.81 5 .75
Plant Repairs & Maintenance 5 .29 8 .99 3 .54
Wages & Labour Charges 70.33 43.85 14.81
Loading & Unloading Charges 18.38 16.62 9 .46
Electricity Charges 22.68 16.31 2 .13
Total 1,787.82 1,000.06 1 ,178.48
Note 2.26: Changes in Inventories of Finished goods
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Finished goods inventories at the beginning of the year 1,114.14 1,020.97 770.64
Finished goods inventories at the end of the year 1,982.54 1,114.14 1,020.97
Total ( 868.40) (93.16) ( 250.34)
Note 2.27: Employee benefit expenses
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Salaries 430.63 364.10 294.54
Directors Remuneration 105.60 60.00 57.00
Employee Provident Fund & ESI -Employer Share 31.95 13.13 20.36
Incentives and Bonus to Employees 21.74 6 .13 13.18
Gratuity 7 .30 5 .97 10.42
Staff Welfares 3 .07 4 .54 0 .61
- - -
Total 600.29 453.87 396.11
323Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.28: Finance costs
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Interest on Term Loan 44.64 27.48 9 .09
Interest On OD & CC 116.22 88.16 58.32
Interest on Vehicle Loan 4 .74 3 .51 2 .88
Bank Charges 10.50 2 .95 4 .96
Total 176.10 122.11 75.25
Note 2.29 : Depreciation and Amortised Cost
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment (Refer Note - 2.2) 106.51 72.09 29.71
Amortisation of intangible assets (Refer Note - 2.4) 0 .17 0 .02 0 .01
Total 106.68 72.11 29.73
Note 2.30: Other expenses
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Dealers Meeting & Business Promotions 89.27 113.96 18.27
Computer Maintenance and software usage charges 8 .33 3 .12 0 .35
Canteen Expenses for Employees 3 .17 2 .26 1 .19
Legal, Professional& Consultancy Charges 18.53 18.13 11.60
C & F Expenses & Charges 13.19 10.74 12.15
Insurance On Stocks & Vehicles & Employee Group Insurance 6 .23 7 .94 4 .07
Marketing & Field Assistants Expenses 11.53 13.79 24.02
Bad Debts - 4 .61 3 .97
Membership Fees & Industry Association fees 2 .35 0 .63 -
Office Maintenance 12.28 15.39 3 .50
Petrol & Diesel Expenses 4 .55 5 .50 3 .18
Postage & Courier Charges 0 .84 0 .52 0 .44
Printing & Stationery 3 .99 2 .96 1 .74
Rates & Taxes 8 .91 0.28 1 .30
Rent of Offices/Branches/Sheds 18.18 14.01 11.62
Telephone/Internet Charges & Mobile Expenses 1 .08 0 .88 0 .86
Transportation Charges & Freight Charges 140.73 135.42 110.92
Travelling , Tour & Lodging Expenses 132.44 122.73 102.13
Vehicle Repairs & Maintenance 2 .75 3 .50 2 .30
CSR Expenditure 11.95 5 .75 4 .18
Registrations and Renewals 1 .15 - -
Other Expenses 48.12 35.44 23.18
Foreign exchange Loss (net) 0 .01 - -
Expected Credit Losses 17.32 12.32 10.83
Auditor's Remuneration:
(a) Auditor 0 .55 0 .50 0 .16
(b) Tax audit 0 .19 0 .18 0 .19
Cost Auditor's Remuneration 0 .06 0 .06 -
Total 557.70 530.61 352.14
(a) For details of transactions with related parties, Refer note no.2.37
Note 2.30 A: Research and Development Expense
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Aggregate amount of research cost incurred recognised as expense* 125.70 72.92 42.55
Total 125.70 7 2.92 4 2.55
*Includes Employee benefit expense, Depreciation, and Other Expenses
324Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.31 : Corporate Social Responsibility
As per Section 135 of the Companies Act 2013, a company meeting the applicability threshold , needs to spend at least 2 % of its Average net profit for the Immdiately preceding three financial years on corporate social responsibility (CSR) activities.
The CSR activities of the company are line with the Schedule VII of the Act
Details of CSR Expenditure
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
(i) Amount required to be spent by the company during the year 8 .73 6 .44 4 .98
(ii) Amount of expenditure incurred 1 1.95 5 .75 0 .79
(iii) Shortfall at the end of the year ( 3.23) 0 .69 4 .19
(iv) Total of previous years shortfall 1 5.54 1 4.85 1 0.65
(v) Reason for shortfall Due to delay in identifying suitable CSR projects and Due to delay in identifying suitable CSR projects and eligible Due to delay in identifying suitable CSR projects and eligible
eligible implementing agencies. implementing agencies. implementing agencies.
(vi) Nature of CSR activities The Group undertakes its CSR initiatives primarily The Group undertakes its CSR initiatives primarily through Dr. The Group undertakes its CSR initiatives primarily through Dr.
through Dr. Linga Foundation and Dr. VA Charitable Linga Foundation. The Foundation supports healthcare and Linga Foundation. The Foundation supports healthcare and
Trust. These entities support healthcare and educational educational institutions, provides scholarships and student aid, educational institutions, provides scholarships and student aid,
institutions, provide scholarships and student aid, and and engages in various charitable activities for the benefit of and engages in various charitable activities for the benefit of the
engage in various charitable activities for the benefit of the public. public.
the public.
In addition to the above, the Group has also spent its CSR The group has deposited shortfall/unspent amount with
The group has deposited shortfall/unspent amount with funds on initiatives aimed at eradicating poverty and hunger, PMCARE fund
PMCARE fund. promoting rural sports, conserving natural resources, and
maintaining the quality of soil, air, and water.
The group has deposited shortfall/unspent amount with
PMCARE fund
(vii) Details of related party transactions, e.g.,contribution to a trust controlled by the company in relation to CSR expenditure as per
relevant Accounting Standard
(viii) Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in the
provision during the year shall be shown separately (if any)
325Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.32 : Earnings Per Share
Basic EPS amounts are calculated by dividing the restated profit/(loss) for the year attributable to equity holders of the Parent Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the restated profit for the period/year attributable to ordinary equity holders, and the weighted average number of shares outstanding, for the effects of all dilutive potential ordinary shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
Particulars For the Year ended March For the Year ended For the Year ended
31, 2025 March 31, 2024 March 31, 2023
Profit/(Loss) attributable to equity holders of the Parent Company 7 18.60 487.78 2 93.30
Basic:
Weighted Average No of shares outstanding during the Year 13,77,00,000 1 3,77,00,000 13,77,00,000
Restated Basic Earnings Per share (Rs) 5 .22 3.54 2.13
Diluated:
Weighted Average No of shares outstanding during the Year (Diluted) 13,77,00,000 1 3,77,00,000 13,77,00,000
Restated Diluted earnings Per share (Rs) 5 .22 3.54 2.13
Note:
1. The Board of Directors of the Company at their meeting held on 29/05/2025, approved the sub-division of each equity share having a face value of ₹10 each (fully paid-up) into five equity shares having a face value of ₹2 each (fully paid-up) (“Stock Split”), by altering the Capital Clause of the Memorandum of Association
of the Company. Subsequently, the shareholders of the Company approved the same at the Extraordinary General Meeting held on 05/06/2025.
2. Further, the Board of Directors also approved the issue of bonus shares in the ratio of 5:1 (five equity shares for every one share held post-split), which was approved by the shareholders on July 30, 2025.
Particulars No of shares
Closing number of equity shares as on March 31, 2025 4 5,90,000.00
Adjusting Events occuring after Balance sheet Date
Split share 5:1 @ Rs. 2 Face value 2 ,29,50,000.00
Bonus shares 5:1 11,47,50,000.00
Closing number of equity shares as on March 31, 2025 after Considering Adjusting Events 1 3,77,00,000.00
Note 2.33 : Contingent Liabilities and Commitments
Particulars As at M arch 31, 2025 As at M arch 31, 2024 As at M arch 31, 2023
Claims against the Group not acknowledged as debts :
Direct tax matters 5 2.45 10.01 1 0.01
Indirect tax matters 8 .60 3.12 3 .08
Total 6 1.05 13.13 1 3.10
The Group is involved in disputes, lawsuits, claim and proceedings (collectively, “Legal Proceedings”), that arise from time to time in the ordinary course of business. Often, these issues are subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss is
difficult to ascertain. Consequently, for a majority of these claims, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of the proceedings.
Although there can be no assurance regarding the outcome of any of the legal proceedings referred to in this note, the Group does not expect them to have a materially adverse effect on its financial statements or cashflows, as it believes that the likelihood of loss in excess of amounts accrued (if any) is not probable.
Direct taxes:
i) The Group has received a demand order from Income tax department amounting to Rs. 0.10 miilion against the shortpayment of Intrest under section 234C for Assessment year 2020-21.The Group has filed rectification application under section 154 with Assessing officer.
ii) The Group has received a demand order for AY 2021-22 from the Income Tax Department amounting to Rs.9.87 million. The demand pertains to the disallowance of agricultural income of Rs.98.69 million claimed by the Group, which has been reclassified by the assessing officer as business income.The Group has filed
an appeal against the said order before the Joint Commissioner (Appeals)/Commissioner of Income Tax (Appeals).
iii) The Group has received an intimation under Section 143(1) for the AY 2022-23 , raising a demand of Rs.42.34 million due to discrepancies in taxable income computation.A rectification request was filed under Section 154. The matter is currently under review by CPC.
iv) The Group has discharged certain Income tax liabilities, including demands and penalties amounting to ₹0.14 million, which were previously disclosed as contingent liabilities as on 31 March 2025. These amounts were settled subsequent to the balance sheet date.
326Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Indirect taxes
i) The Group has submitted an application under Section 128A of the Central Goods and Services Tax (CGST) Act, 2017, seeking waiver of interest demands raised through assessment orders for delayed GST payments pertaining to FYs 2017–18, 2018–19, and 2019–20, aggregating to Rs 2.76 million.
ii) The Group has received audit notices under Section 73(1) and Section 73(3) of the CGST Act for the financial year 2020–21, with a demand of Rs. 2.71 million.The Group has filed an appeal before the Appellate Authority, submitting all relevant documents and explanations in support of its position.
iii) The Group has received orders in Form DRC-07 from GST department for the financial years 2018-19, 2020-21 and 2021-22 amounting to a demand of Rs. 2.75 million. The Group has filed appeal before the Appellate Authority, submitting all relevant documents and explanations in support of its position.
iv) The Group has discharged certain GST liabilities, including demands and penalties amounting to Rs 0.37 million, which were disclosed as contingent liabilities as on 31 March 2025. These amounts were settled subsequent to the balance sheet date.
Others
During the financial year 2022-23, the Company imported capital goods under the Export Promotion Capital Goods (EPCG) Scheme and availed customs duty exemption amounting to ₹1,71,81,160/-. This exemption is subject to an export obligation of six times the duty saved, i.e., ₹10,30,86,956/-, which is to be fulfilled
over a period of six financial years from the year of import. The Company has achieved cumulative exports of ₹12,73,20,000/- during FY 2023-24 and FY 2024-25, thereby fully meeting the required export obligation. Accordingly, as at March 31, 2025, there is no outstanding export obligation under the EPCG Scheme.
Note 2.34: FINANCIAL INSTRUMENTS
A. ACCOUNTING CLASSIFICATIONS AND FAIR VALUES
The carrying amounts and fair values of financial instruments by class are as follows:
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars
FVTOCI FVTPL Amortised cost FVTOCI FVTPL Amortised cost FVTOCI FVTPL Amortised cost
Financial assets
Investments
-Equity investment - - - - - - - - -
Trade receivables 1,761.02 1,311.45 820.42
Cash and cash equivalents 18.01 9.82 9.46
Bank Balance other than cash and Cash Equivalents 8.39 15.18 11.38
Other Financial Assets 218.95 227.13 1.90
Total financial assets - - 2,006.37 - - 1,563.58 - - 843.16
Financial liabilities
Borrowings from banks and NBFCs 2,728.49 1,574.63 1,076.83
Trade payables 505.05 319.04 196.30
Total financial liabilities - - 3,233.54 - - 1,893.67 - - 1,273.13
B. FAIR VALUE HIERARCHY
The fair value of financial instruments have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3
measurements).
The categories used are as follows:
Level 1 : Quoted Prices for identical Instruments in an active Market
Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs, and
Level 3: Inputs which are not based on observable market data
327Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification
Financial assets and liabilities measured at fair value Level 1 Level 2 Level 3 Total
As at March 31, 2025
Financial assets
Investment in Equity - - - -
Other Financial Assets - 2 18.95 218.95
Total financial assets - - 218.95 218.95
Financial liabilities
Borrowings from banks and NBFCs - - 2,728.49 2,728.49
Total financial liabilities - - 2,728.49 2,728.49
Financial assets and liabilities measured at fair value Level 1 Level 2 Level 3 Total
As at March 31, 2024
Financial assets
Investment in Equity - - - -
Other Financial Assets - - 227.13 227.13
Total financial assets - - 227.13 227.13
Financial liabilities
Borrowings from banks and NBFCs - - 1,574.63 1,574.63
Total financial liabilities - - 1,574.63 1,574.63
Financial assets and liabilities measured at fair value Level 1 Level 2 Level 3 Total
As at March 31, 2023
Financial assets
Investment in Equity - - - -
Other Financial Assets - - 1.90 1.90
Total financial assets - - 1.90 1.90
Financial liabilities
Borrowings from banks and NBFCs - - 1,076.83 1,076.83
Total financial liabilities - - 1,076.83 1,076.83
CALCULATION OF FAIR VALUES
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Financial assets and liabilities measured at fair value as at Balance Sheet date:
1. The fair values of investment quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.
2. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem
such units from the investors.
Other financial assets and liabilities
1. Cash and cash equivalents (except for investment in mutual funds), trade receivables, investments in term deposits, other financial assets (except derivative financial instruments), trade payables, and other financial liabilities (except derivative financial instruments) have fair values that approximate to their carrying amounts
due to their short-term nature.
2. Loans have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.
328Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.35: Capital Management:
The Group’s policy is to maintain a stable capital base so as to maintain investor and creditor confidence and to sustain future development of the business.
Management monitors capital on the basis of return on capital employed as well as the 'adjusted net debt' to 'total equity' ratio.
For this purpose, adjusted net debt is defined as total borrowings add lease liabilities less cash and cash equivalents. Total equity comprises of issued share capital and all other equity reserves.
Particulars As at M arch 31, 2025 As at M arch 31, 2024 As at M arch 31, 2023
Total borrowings 2,728.49 1,574.63 1,076.83
Less: Cash and cash equivalents 18.01 9.82 9.46
Adjusted net debt (A) 2,710.48 1,564.81 1,067.37
Equity share capital 45.90 45.90 45.90
Other equity 2,392.49 1,669.82 1,182.33
Total equity (B) 2,438.39 1,715.72 1,228.23
Adjusted net debt to equity ratio (A/B) 1.11 0.91 0.87
Note 2.36: FINANCIAL RISK MANAGEMENT
The Group business activities are exposed to a variety of financial risks namely liquidity risk, market risks and credit risk. The Group senior management has the overall responsibility for establishing and governing the Group risk management framework. The Group risk management policies are established to identify and
analyse the risks faced by the Group, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly.
A. Management of Liquidity Risk
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this management considers both normal and
stressed conditions.
The Group maintained a cautious liquidity strategy with a positive cash balance throughout the year ended 31 March 2025,31 March, 2024 and 31 March, 2023. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.
The Group regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short-term surplus cash generated over and above the amount required for working capital management and other operational requirements is retained as cash and cash equivalents (to the
extent required) and any excess is invested in highly marketable debt investments with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
The following table shows the maturity analysis of the Group financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.
Particulars Payable
As at 31 March, 2025 Carrying Amount within 1 year More than 1 year Total
Financial liabilities
Trade payables 5 05.05 5 05.05 - 5 05.05
Borrowings 2 ,728.49 2,376.31 352.18 2,728.49
Particulars Payable
As at 31 March, 2024 Carrying Amount within 1 year More than 1 year Total
Financial liabilities
Trade payables 3 19.04 3 19.04 - 3 19.04
Borrowings 1 ,574.63 1,286.42 288.21 1,574.63
Particulars Payable
As at 31 March, 2023 Carrying Amount within 1 year More than 1 year Total
Financial liabilities
Trade payables 1 96.30 1 96.30 - 1 96.30
Borrowings 1 ,076.83 8 61.04 215.79 1,076.83
329Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
B. Management of Market Risk
The Group size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
• Currency Risk
• Interest Rate Risk
The above risks may affect the Group income and expenses, or the value of its financial instruments. The Company’s exposure to and management of these risks are explained below
a) Currency Risk
Potential Impact of Risk
The impact of risk due to change in foreign currency value is very minimum on the company as the Group exposure to foreign currency is low.
Management Policy
The Group is exposed to foreign currency exchange risk because the Group deals with foreign currency transactions. However the risk is immaterial to the financial statements
b) Interest Rate Risk
Potential Impact of Risk
The impact of interest rate risk is very minute on the company as the Group does not have exposure to any interest rate sensitive investments or securities.
The Group does not have any investment in interest sensitive securities/bonds as on 31st March 2025, 31st March 2024 and 31st March 2023.
Management Policy
The Group makes maximum of the investments in non interest sensitive sectors to mitigate interest rate risk.
Sensitivity to Risk
A 0.25% or 0.50% increase/decrease in interest rates will not make any difference to the Group profit or loss as there are no interest rate sensitive investments.
C. Management of Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Concentration of credit risk with respect to trade receivables is moderate due to the Group customer base being large and diverse and also Group receives good amount of receipts towards advances. All trade receivables are reviewed and assessed for default on a quarterly basis based on collections and ageing.
Our historical experience of collecting receivables is that credit risk is moderate. Hence trade receivables are considered to be a single class of financial assets.
The Group creates allowances for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.
Particulars Not due Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total
As at March 31, 2025
Gross carrying amount - 797.61 647.58 2 69.09 6 6.61 2 0.60 1,801.49
Undisputed - 797.61 639.84 2 64.98 63.85 12.64 1 ,778.93
Disputed - - 7.74 4 .11 2 .77 7.96 2 2.57
Specific Provision -
Expected loss rate -
Undisputed - 0.08% 0.07% 0.58% 4.150% 100.00%
Disputed - 100.00% 100.00% 100.00% 100.00% 100.00%
Expected credit losses - 0 .60 8.21 5 .64 5 .42 2 0.60 4 0.47
Undisputed - 0.60 0.47 1 .53 2 .65 1 2.64 17.90
Disputed - - 7.74 4 .11 2 .77 7.96 2 2.57
Carrying Amount - 797.01 639.37 2 63.45 6 1.20 - 1 ,761.02
330Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Particulars Not due Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total
As at March 31, 2024
Gross carrying amount - 744.14 343.67 1 48.27 9 0.40 8 .11 1,334.60
Undisputed - 744.14 339.57 1 45.50 82.44 8 .11 1,319.77
Disputed - - 4.11 2 .77 7 .96 - 14.83
Specific Provision -
Expected loss rate -
Undisputed - 0.004% 0.007% 0.020% 0.153% 100.00%
Disputed - 100.00% 100.00% 100.00% 100.00% 100.00%
Expected credit losses - 0 .03 4.13 2 .80 8 .08 8.11 2 3.15
Undisputed - 0.03 0.03 0 .03 0 .13 8.11 8.32
Disputed - - 4.11 2 .77 7 .96 - 14.83
Carrying Amount - 7 44.11 339.54 1 45.48 8 2.32 - 1,311.45
Particulars Not due Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total
As at March 31, 2023
Gross carrying amount - 5 09.82 201.36 1 09.57 10.46 0.04 8 31.24
Undisputed - 509.82 198.59 1 01.61 10.46 0 .04 820.52
Disputed - - 2.77 7 .96 - - 1 0.72
Specific Provision -
Expected loss rate -
Undisputed - 0.0032% 0.0084% 0.0123% 0.1572% 100.00%
Disputed - 100.00% 100.00% 100.00% 100.00% 100.00%
Expected credit losses - 0 .02 2.78 7 .97 0 .02 0.04 1 0.83
Undisputed - 0.02 0.02 0 .01 0 .02 0.04 0.10
Disputed - - 2.77 7 .96 - - 10.72
Carrying Amount - 5 09.80 198.58 1 01.60 1 0.44 - 820.42
Other financial assets
The Group maintains exposure in cash and cash equivalents, term deposits with banks, investments money market liquid mutual funds and derivative instrument with financial institutions. The Group has set counter-parties limits based on multiple factors including financial position, credit rating, etc.
The Group maximum exposure to credit risk as at 31st March, 2025 and 31st March, 2024 and 31st March, 2023 is the carrying value of each class of financial assets.
331Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.37: RELATED PARTY TRANSACTIONS
Following is the list of related parties and their relationships
A. Directors
1. Dr. Srinivasa Rao Linga (Chairman and Managing Director)
2. Usha Rani Papinani (Managing Director)
3. Linga Krishna Santosh (Director appointed on 27-Sep-2024, Resigned with effect from 09-May-2025)
4. Linga Mallikharjuna Rao (Director appointed on 22-Jan-2025)
B. Key managerial persons
1. Sanjeev Jakkani (Chief Financial Officer from 22-Jan-2025)
2. Syed Wasim Company Secretary from 01-oct-2024)
C. Subsidiary Companies
1. Srikar Biotech Private Limited(Subsidiary w.e.f: 27-Dec-2024)
D. Enterprise over which key managerial personnel have significant influence
1. Srikar Aqua Private Limited (Common Directors up to 30-Nov-2024)
2. Srikar Organics India Limited (Common Directors)
3. Srikar Solutions Private Limited (Common Directors)
4. Srikar Dairy Private Limited (Common Directors)
5. Srikar Productions Private Limited (Common Directors)
6. Srikar Seeds Private Limited (Common Directors)
7. Srikar Packages Private Limited (Common Directors)
E. Other related firms & Associates
1. Biogene Bioscience (One of the Director is the Proprietor of Said Firm)
Related party transactions are as follows:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Lease rent expenses
M/s Biogene Bioscience 1 .92 1.92 1 .92
M/s Srikar Organics India Limited 0 .20 -
Rental Deposit Paid
M/s Biogene Bioscience 0 .50 -
M/s Srikar Organics India Limited 0 .50 -
Purchases
M/s Srikar Packages Private Limited 3 2.40 -
Directors/KMP Remuneration
Dr. Srinivasa Rao Linga 5 2.50 30.00 2 8.50
Usha Rani Papineni 5 2.50 30.00 2 8.50
Linga Mallikharjuna Rao 0 .60 - -
Sanjeev Jakkani 0 .64 - -
Syed Wasim 0 .61 - -
Sale of Land
Usha Rani Papineni 1 45.87 - -
Advances Paid during the year
M/s Srikar Packages Private Limited 2 .83 -
332Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Debit balances outstanding as follows
Trade Receivables from Biogene Biosciences - 8.45 1 .65
Trade Receivables from Srikar Organics India Ltd - 26.84 2 7.94
Advance paid to M/s Srikar Packages Private Limited 2 .83 - -
Credit balances outstanding as follows
Outstanding Loan from Usha Rani Papineni 1 8.27 15.36 2 2.50
Outstanding Loan from Dr. Srinivasa Rao Linga 7 1.92 6.85 3 .28
Trade payable balance to M/s Biogene Bioscience - 0.90 -
Eliminated transactions with realated parties
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Eldorado Agritech Limited Transactions with Srikar Biotech Private Limited
Revenue 5 4.10 160.91 1 80.42
Purchase 6 3.18 2.46 0 .82
Lease rent income 0 .54 0.41 0.41
Lease rent expenses 1 .33 -
Srikar Biotech Private Limited Transactions with Eldorado Agritech Limited
Revenue 63.18 2.46 0.82
Purchase 54.10 160.91 180.42
Lease rent income 1.33 - -
Lease rent expenses 0.54 0.41 0.41
Balance (Payable)/ Balance (Payable)/ Balance (Payable)/
Particulars Receivable as on Receivable as on Receivable as on
March 31,2025 March 31,2024 March 31,2023
Eldorado Agritech Limited Transactions with Srikar Biotech Private Limited
Trade Receivable 1 21.05 431.06 4 29.71
Trade Payable
Deposit from ( 0.50)
Deposit in 0 .50
Srikar Biotech Private Limited Transactions with Eldorado Agritech Limited
Trade Receivable - - -
Trade Payable ( 121.05) ( 431.06) ( 429.71)
Deposit from ( 0.50) - -
Deposit in 0 .50 - -
Note 2.38: EMPLOYEE BENEFIT PLANS
Defined Contribution Plan
The Group has certain defined contribution plans. Contributions are made to provident fund in India for qualifying employees at the specified percentage of salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the company is limited to the
amount contributed and it has no further contractual nor any constructive obligation. The expense recognized during the period FY 2024-25,FY 2023-24 and FY-2022-23 towards defined contribution plan is Rs 31.28 Millions,Rs.12.91Millions and Rs 19.96 Millions respectively
Defined Benefit Plan
The group made provision for gratuity as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is employee's last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service, upto a maximum limit of ₹ 2 million.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2024. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method as
mandated under Para(s) 67-68 of the Accounting Standard Ind AS 19.
333Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
A. Movement in net defined benefit (asset)/liability
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Particulars Present value of obligation Fair v aa slu se e to sf plan Net amount
Balance as at 01 April, 2022
Included in profit & loss
Current service cost 4 .21 4 .21
Interest expense/(income) - -
Past Service Cost including curtailment 6 .21 6 .21
Total 1 0.42 - 1 0.42
Included in OCI
Remeasurements gain/loss
Actuarial loss / (gain) arising from:
-demographic assumptions - - -
- Financials assumptions - - -
- Experience adjustments - - -
Total - - -
Employer contributions - - -
Benefit payments - - -
Others - - -
Interest adjustment - - -
Balance as at 31 March, 2023 1 0.42 - 1 0.42
Balance as at 01 April, 2023 1 0.42 - 1 0.42
Included in profit & loss
Current service cost 5 .22 - 5 .22
Interest expense/(income) 0 .75 - 0 .75
Past Service Cost including curtailment - - -
Total 5 .97 - 5 .97
Included in OCI
Remeasurements gain/loss
-demographic assumptions 0 .03 - 0 .03
- Financials assumptions 0 .53 - 0 .53
- Experience adjustments ( 0.12) - ( 0.12)
Total 0 .45 - 0 .45
Employer contributions - - -
Benefit payments - - -
Others - - -
Interest adjustment - - -
Balance as at 31 March, 2024 1 6.84 - 1 6.84
Balance as at 01 April, 2024 1 6.84 16.84
Current service cost 6 .12 6 .12
Interest expense/(income) 1 .17 1 .17
Past Service Cost including curtailment
Total 7 .30 - 7 .30
Remeasurements
-demographic assumptions 0 .03 - 0 .03
- Financials assumptions 0 .28 - 0 .28
- Experience adjustments ( 5.69) - ( 5.69)
Total ( 5.39) - ( 5.39)
Employer contributions - - -
Benefit payments - - -
Others - - -
Interest adjustment - - -
Balance as at 31 March, 2025 1 8.75 - 1 8.75
334Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
B. Reconciliation of Balance sheet
As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Net defined benefit (liability) asset at beginning of period ( 16.84) ( 10.42) -
Unrecognised past service cost at the beginning of the period - - -
Expense In the P& L ( 7.30) ( 5.97) ( 10.42)
Total Remeasurements included in OCI 5 .39 ( 0.45) -
Employer's Total Contribution - - -
Net transfer - - -
Unrecognised past service cost at the end of the period - - -
Net defined benefit (liability) asset as at end of period ( 18.75) ( 16.84) ( 10.42)
C. Actuarial Assumptions
The principal actuarial assumptions considered in the valuation were as follows:
Economic Assumptions:
The discount rate and salary escalation rate are the key financial assumptions and should be considered together; it is the difference or 'gap' between these rates which is more important than the individual rates in isolation.
Discount Rate:
The discounting rate is based on the gross redemption yield on medium to long-term risk-free government securities. The term of these risk-free instruments is chosen to match the estimated duration of the benefit obligations.
Salary Escalation Rate:
The salary escalation rate generally comprises at least three components — regular annual increments, inflationary adjustments, and promotional increases. In addition, any commitments made by the management regarding future salary increases and the group compensation philosophy are also considered. A long-term view of
salary escalation is taken, rather than relying solely on recent trends, especially if past rates have been impacted by extraordinary or non-recurring events.
Attrition Rate / Withdrawal Rate:
The assumption is based on historical data and trends, reflecting past experience of employee turnover. It also takes into account the group retention policies, industry benchmarks, and overall employment outlook.
Mortality Rate:
The Indian Assured Lives Mortality (IALM) 2012–2014 table, as issued by the Institute of Actuaries of India, has been used for the purpose of valuation.
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
Significant Actuarial Assumptions
Particulars As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Discount Rate 6.83% 6.97% 7.22%
Expected Return on Plan Assets 0.00% 0.00% 0.00%
Salary Escalation Rate (p.a.) 5.00% 5.00% 5.00%
Attrition Rate (p.a.) 4.00% 5.00% 3.00%
Mortality Rate 100% of IALM 12-14 100% of IALM 12-14 100% of IALM 12-14
Disability Rate No explicit assumptions No explicit assumptions No explicit assumptions
D. Description of Risk Exposure
Provision of a defined benefit scheme poses certain risks as companies take on uncertain long term obligations to make future pension payments as follows:
I. Liability Risks
a. Asset-Liability Mismatch Risk
Risk if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.
b. Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.
c. Future Salary Escalation and Inflation Risk -
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to
estimation uncertainties increasing this risk.
II. Unfunded Plan Risk
This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility from the balance sheet and better manages defined benefit risk through increased returns
335Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
E. Sensitivity Analysis
The financial results are sensitive to the actuarial assumptions. The changes to the Defined Benefit Obligations for increase and decrease from assumed salary escalation, withdrawal and discount rates are given below
As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Scenario DBO Variation DBO Variation DBO Variation
Under Base Scenario 14.85 0.00% 12.21 0.00% 6.93 0.00%
Salary Increase Rate - Plus 1% movement 16.75 12.82% 13.63 11.63% 0.00 14.90%
Salary Increase Rate - Minus 1% movement 13.22 -10.93% 10.99 -10.02% 6.06 -12.53%
Withdrawal Rate - Plus 1% movement 14.82 -0.18% 12.17 -0.31% 6.91 -0.29%
Withdrawal Rate - Minus 1% movement 14.85 0.00% 12.23 0.14% 6.93 0.00%
Discount Rate - Plus 1% movement 13.22 -10.96% 10.98 -10.08% 6.07 -12.42%
Discount Rate - Minus 1% movement 16.77 12.95% 13.65 11.79% 7.97 14.94%
Sensitivities due to mortality and withdrawals are insignificant, hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.
F. PLAN ASSETS
Particulars As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Fund Managed by insurer 0%-100% - -
In the absence of detailed information regarding plan assets which is funded with Insurance Company , the composition of each major category of plan assets,the percentage or amount for each category to the fair value of plan assets has not been disclosed
Note 2.39: OPERATING LEASES
The Group significant leasing arrangements are in respect of operating leases for lands and premises (Agricultural lands, office, stores, godown etc.). These leasing arrangements which are cancellable range between 11 months and 10 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable
terms. The aggregate lease rentals payable are charged as rent in the Statement of Profit and Loss.
The 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 over the lease term. Further, in cases where the lessor retains
substantive substitution rights over the underlying assets, such arrangements do not qualify as leases under Ind AS 116 and are accordingly accounted for as service contracts, with payments recognised as an expense as incurred.
Note 2.40: SEGMENT REPORTING
a) An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the company's other components, and for which discrete financial information is available.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Managing Director & CEO of the Group is responsible for allocating resources and assessing performance of the operating segments and accordingly is identified as the Chief Operating
Decision Maker (CODM).
All operating segments’ operating results are reviewed regularly by the CODM to make decisions about resources to be allocated and assess their performance.
b) In accordance with Ind AS 108 – Operating Segments, the Group has identified Seeds & Crop Care as its reportable segments based on the internal reports reviewed regularly by the Chief Operating Decision Maker (CODM).
c) Geographical information
i) The Group geographical operations are spread across India and Overseas. Considering that the contribution from overseas operations is not significant in terms of revenue and assets, management has concluded that India represents the sole reportable geographical segment in accordance with Ind AS 108 – Operating
Segments."
336Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
As at and for the Year Ended As at and for the Year As at and for the Year
Particulars 31st March, 2025 Ended 31st March, 2024 Ended 31st March, 2023
Segment wise revenue and results:
Segment revenue:
a) Seeds division 2,836.51 2 ,339.46 1,986.19
b)Crop Care division 1,695.59 1 ,345.93 8 93.18
Total 4 ,532.09 3,685.39 2 ,879.37
Less: Inter-segment revenues 1 17.28 163.38 1 81.23
Net revenue from operations 4,414.81 3,522.02 2,698.14
Segment results:
(Profit before Tax & Interest)
a) Seeds division 7 18.41 483.93 3 22.05
b)Crop Care division 2 96.29 208.07 1 05.04
Total 1,014.70 6 91.99 427.10
Less: Interest 1 76.10 122.11 7 5.25
Less: Unallocable expenditure/(income) (net) - - -
Total profit before tax 8 38.59 569.89 351.85
Segment assets:
a) Seeds division 4,130.61 2 ,807.50 2,039.01
b)Crop Care division 2,446.06 1 ,644.03 1,066.05
c) Unallocated
Total 6 ,576.67 4 ,451.53 3,105.06
Segment liabilities:
a) Seeds division 2,867.85 2 ,021.53 1,594.66
b)Crop Care division 1,270.42 714.28 2 82.17
c) Unallocated - - -
Total 4,138.27 2 ,735.81 1,876.83
Equity
a) Seeds division 1,781.33 1 ,261.19 9 18.23
b)Crop Care division 6 57.06 454.53 3 10.00
c) Unallocated - - -
Total 2 ,438.39 1,715.72 1,228.23
Note 2.41. Disclosures as required by the Micro, Small and Medium Enterprises Development Act, 2006 are as under:
Particulars As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
Principle amount due to suppliers registered under the MSMED Act and Remaining unpaid as at year end 1 5.93 7.80 1 0.41
I an mte or ue ns tt pd au ie d t to o s su up pp pl li ie es r sr e rg ei gs it se tr ee rd ed u un nd der e rt h the eM MSM SME ED D A Act c ta ,n bd e yre om ndai n thin eg a pu pn op ia nid te a ds da at y y dea ur r ie nn gd t hP er in yec aip ral - - -
Interest paid other than under section 16 of MSMED Act, to suppliers registered under the MSMED Act beyond the appointed day during the year. - - -
Interest paid under section 16 of MSMED Act, to suppliers registered under the MSMED Act beyond the appointed day during the year - - -
Interest due and payable towards suppliers registered under MSMED Act for payments already made - - -
Further Interest remaining due and payable for earlier years - - -
The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
There are no dues to MSME as defined under the MSME Act 2006 for a period exceeding 45 days as at 31st March, 2025 & 31st March 2024 & 31st March 2023.
337Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.42. Additional regulatory information required by Schedule III to be disclosed in the consolidated financial statements
i) The Group did not have any pending litigations other than those disclosed in Note 2.33 which would impact its financial position
ii) The Group did not have any material foreseeable losses on long term contracts and the Group has not entered into any derivative contracts;
iii) There are no transactions with the Companies whose name are struck off under Section 248 of The Companies Act, 2013 or Section 560 of the Companies Act, 1956.
iv) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Group to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall lend or invest in party identified by or on behalf of the Group (Ultimate Beneficiaries). The Group has not received any fund from any party(s) (Funding Party) with the understanding that the Group shall directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Group
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
v) The Group does not have any Benami property and there are no proceeding initiated or pending against the Group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
vi) The Group has not traded or invested in crypto currency or virtual currency
vii) There Group does not have any transactions which are not recorded in the books of account that have been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961
viii) There are no Schemes of Arrangements which are either pending or have been approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013.
ix) The Title deeds of the immovable properties (other than properties where the Group is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Group.
x) The Group does not have any investment property and hence its related disclosure are not applicable.
xi) The Group has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.
xii) The Group has sanctioned facilities from banks on the basis of security of current assets. The monthly/quarterly returns filed by the Group with such banks are in agreement with the unaudited books of accounts of the Group.
xiii) The Group has adhered to debt repayment and interest service obligations on time. Willful defaulter related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable. The Group has utilized borrowings from bank for the specified purpose for which it
was taken.
xiv) All applicable cases where registration of charges or satisfaction is required to be filed with the Registrar of compaines have been filed. No registration or satisfcation is pending.
xv) The Group has complied with the number of layers as prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
Note 2.43. Events occurred after Restated Statement of Balance sheet date
In the extraordinary general meeting of the Company held on June 05,2025, the members of the Company have approved the resolution for conversion of the Company from Private Company limited by shares (Eldorado Agritech Private Limited) to Public Company limited by shares(Eldorado Agritech Limited). Fresh
certificate of incorporation has been issued by the Registrar of Companies on June 23, 2025.
i) The Company has approved a stock split, subdividing each equity share of ₹10 face value into five equity shares of ₹2 face value each. Consequently, the authorised share capital has been altered from 6,000,000 equity shares of ₹10 each to 30,000,000 equity shares of ₹2 each, with no change in the aggregate authorised
capital. This change was approved pursuant to the Board resolution dated May 29, 2025, and the shareholders' resolution passed at the Extraordinary General Meeting held on June 05, 2025.
ii)Pursuant to the approval of the shareholders accorded in the Extraordinary General Meeting of the Company held on July 05, 2025, the company has increased authorised capital from Rs. 60 Million divided into 30 Million equity shares of Rs. 2 each to Rs. 500 Millon divided into 250 Million equity shares of Rs. 2 each.
iii) Further, the Board of Directors also approved the issue of bonus shares in the ratio of 5:1 (five equity shares for every one share held post-split), which was approved by the shareholders on July 30, 2025.
338Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.44
Business Combinations (Refer Note 2B(c))
i)As approved by the Board of Directors of the parent in their meeting held on December 27, 2024, the parent entered into share purchase agreement with
Srikar Biotech Private Limited (here in after known as 'Srikar Biotech') for a total consideration of Rs. 460.45 million
Srikar Biotech is a private limited Company engaged in the business of supply of Crop Care and Crop Nutrients Such as Pesticides, Micronutrients, Bios and
Hybrid seeds The decision by the Group to acquire these companies was driven by the long term business objectives of the Group and to broaden its
manufacturing facility.
ii)The above transactions has been aacounted as common control transaction in accordance with Ind AS 103- Business Combinations
iii) Assets acquired and liabilities assumed : The Book values of the identifiable assets and liabilities as at April 1,2022 are
Particulars Amount
A. Assets
Non-current assets
Property, Plant and Equipment 1 84.04
Capital Work-in-progress 3.64
Other Intangible assets 0.02
Investments 0.00
Deferred tax assets, net 6.92
Current Assets
Inventories 73.47
Trade receivables 4 32.51
Cash and cash equivalents 36.60
Bank Balances other than above 2.75
Other Financial Assets 1.43
Other Current Assets 4 83.98
Total assets 1,225.35
Non-current Liabilities
Borrowings 47.89
Current Liabilities
Borrowings 2 22.65
Trade payables 2 84.94
Other Current Liabilities 4.03
Current tax liabilities (net) 26.74
Reserves & Surplus -
Total liabilities 586.25
Net assets 639.10
Purchase consideration payable 4 60.45
Short Fall/(Excess) paid 1 78.66
Share Capital 3 97.53
Capital Reserve ( 62.92)
Retained Earnings 2 41.57
Note:
1. The amount disclosed as Business Combination adjustments of Rs 241.57 million ((total net assets less share capital) under the Other Equity in the retained
earnings is relating to reserves of subsidiaries as on April 1, 2022.
2. As a result of business combination with Srikar Biotech under common control , the Group has restated its consolidated financial statements as if the
entities had been combined from the beginning of the earliest year presented (i.e.,) April 1, 2022.
339Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.45
(a) Reconciliation of total equity between previous GAAP and Ind AS
(All amounts are in Million Indian Rupees unless otherwise stated)
Particulars Notes As at 31 March 2024 As at 31 March 2023
Total equity (shareholders’ funds) under previous GAAP 1,376.64 1,044.82
Ind AS Adjustments
Allowance for Expected Credit Loss on Trade Receivables (i) (11.33) (3.50)
Measurement of Financial Liabilities at Amortised Cost (ii) (0.01) (0.09)
Impact on account of discounts as per Ind AS 115 (iii) (33.88) (50.12)
Impact on account of gratuity as per Ind AS 19 (iv) (10.38) (6.93)
Impact of Deferred Tax Adjustments (net) (v) 2.98 0.80
Impact of errors/prior period errors (vi)
Depreciation (a) 0.09 0.03
Interest Expense (b) - (3.85)
Impact of Common Control Business Combination
Net Impact of Reserves and surplus as per IGAAP of subsidiaries consolidated in the respective heads other
equity in accordance with pooling of interest method including restatement of prior periods under common 2.44 391.61 2 47.09
control business combination
Total Adjustment to Equity 3 39.09 183.41
Total Equity under Ind AS 1,715.72 1,228.23
(b) Reconciliation of total comprehensive Income
(All amounts are in Million Indian Rupees unless otherwise stated)
Particulars Notes As at 31 March 2024 As at 31 March 2023
Net Profit as per previous GAAP 331.82 2 88.33
Ind AS Adjustments*
Allowance for Expected Credit Loss on Trade Receivables (i) (7.83) (3.50)
Measurement of Financial Liabilities at Amortised Cost (ii) 0.03 (0.16)
Impact on account of discounts as per Ind AS 115 (iii) 16.25 (50.12)
Impact on account of gratuity as per ind as 19 (iv) (2.73) (6.93)
Impact on account of difference in Deferred tax (v) 2.00 0.82
Impact of errors/ prior period errors (vi)
Depreciation (a) 0.06 0.03
Interest Expense (b) 3.85 (3.85)
Impact of Common Control Business Combination
Net Impact of Profit and loss as per IGAAP of subsidiaries restated in prior periods under common control business
combination 144.54 68.70
Total adjustment to P&L 156.17 4.97
Net Profit as per Ind AS 4 87.99 2 93.30
Other Comprehensive Income (net of tax) as per Ind AS (0.54) -
Total Comprehensive Income (net of tax) as per Ind AS 4 87.45 2 93.30
Explanatory Notes:
(i) Allowance for Expected Credit Loss on Trade Receivables
Under previous GAAP, provision for bad and doubtful debts was recognized as per the internal policy of the Group under the incurred loss model. Under Ind AS, the impairment loss
allowance on account of trade receivables is created based on a provision matrix computed under the expected credit loss model.
Impact of the above
In Balance Sheet As at 31 March 2024 As at 31 March 2023
Trade Receivables (11.33) (3.50)
(11.33) (3.50)
In statement of profit and loss As at 31 March 2024 As at 31 March 2023
Allowance for Expected Credit loss (7.83) (3.50)
(7.83) (3.50)
340Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
(ii) Measurement of Financial Liabilities at Amortised Cost
Under previous GAAP, financial liabilities were carried at cost. Under Ind AS, certain financial liabilities are subsequently measured at amortised cost which involves the application of
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 asset or
financial liability to the gross carrying amount of the financial asset or financial liability.
Impact of the above
In Balance Sheet As at 31 March 2024 As at 31 March 2023
Borrowings (0.01) (0.09)
(0.01) (0.09)
In statement of profit and loss As at 31 March 2024 As at 31 March 2023
Finance Cost 0.03 (0.16)
0 .03 (0.16)
(iii) Impact on account of discounts as per Ind AS 115
Under previous GAAP, trade discounts were deducted from revenue at the time of sale, while cash discounts and rebates were recorded when incurred. Under Ind AS, expected
discounts and rebates are treated as variable consideration and recognised upfront as a reduction of the transaction price when it is highly probable that no significant reversal will occur.
Impact of the above
In Balance Sheet As at 31 March 2024 As at 31 March 2023
Trade Receivable (33.88) (50.12)
(33.88) (50.12)
In statement of profit and loss As at 31 March 2024 As at 31 March 2023
Discounts 16.25 (50.12)
16.25 (50.12)
(iv) Impact on account of gratuity as per Ind AS 19
Both under previous GAAP and Ind AS, the Company recognises costs related to its post-employment defined benefit plan on an actuarial basis. Under previous GAAP, the entire cost,
including actuarial gains and losses, is charged to profit or loss. Under Ind AS, remeasurements (comprising actuarial gains and losses and the effect of the asset ceiling) are recognised
immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income (OCI). Accordingly, remeasurement gains on the net
defined benefit liability have been recognised in OCI.
Impact of the above
In Balance Sheet As at 31 March 2024 As at 31 March 2023
Provision for Gratuity (10.38) (6.93)
( 10.38) (6.93)
In statement of profit and loss As at 31 March 2024 As at 31 March 2023
Gratuity Expense (2.73) (6.93)
(2.73) (6.93)
(v) Impact on account of difference in Deferred tax
Under Previous GAAP, deferred taxes were recognized for the tax effect of timing differences between accounting profit and taxable profit for the year using the income statement
approach. Under Ind AS, deferred taxes are recognized using the balance sheet for future tax consequences of temporary differences between the carrying value of assets and liabilities
and their respective tax bases. The above difference, together with the consequential tax impact of the other Ind AS transitional adjustments lead to temporary differences. Deferred tax
adjustments are recognized in correlation to the underlying transaction either in retained earnings or through statement of profit and loss or other comprehensive income.
Impact of the above
In Balance Sheet As at 31 March 2024 As at 31 March 2023
Deferred Tax Asset/(Liability) (Net) 2.98 0.80
2 .98 0.80
In statement of profit and loss As at 31 March 2024 As at 31 March 2023
Deferred Tax Expense 2.00 0.82
2 .00 0.82
341Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
(vi) Adjustment for Errors/ Prior Period Errors
(a) Depreciation
The Group has reassessed the capitalisation of processing charges previously included in the cost of property, plant and equipment under previous GAAP. In compliance with the
requirements of Ind AS 16, such charges have been expensed as incurred, resulting in a reduced carrying amount of property, plant and equipment and a consequential adjustment to
depreciation. The impact of this change has been appropriately recognised in these financial statements in accordance with Ind AS 8.
(b) Interest expense
The Group identified an error in the capitalisation of costs under previous GAAP that did not meet the criteria of Ind AS 16/23. Accordingly, such costs have been expensed
retrospectively in accordance with Ind AS 8.
Impact of the above
In Balance Sheet As at 31 March 2024 As at 31 March 2023
Depreciation 0.09 0.03
Interest Expense - (3.85)
0 .09 (3.82)
In statement of profit and loss As at 31 March 2024 As at 31 March 2023
Depreciation 0.06 0.03
Interest Expense 3.85 (3.85)
3.91 (3.82)
342Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.46
Transactions within group (these transactions got eliminated in Restated Consolidated Financial Information)
For the year Balance (Payable)/ For the year Balance (Payable)/ For the year Balance (Payable)/ Balance (Payable)/
ended March Receivable as on ended March Receivable as on ended March Receivable as on March Receivable as on April
Particulars 31, 2025 March 31, 2025 31, 2024 March 31, 2024 31, 2023 31, 2023 1,2022
In the Books of Eldorado Agritech Limited
Purchases
Srikar Biotech Private Limited 63.18 - 2 .46 - 0.82 - -
Sale of Products
Srikar Biotech Private Limited 54.10 - 160.91 - 1 80.42 - -
Lease Rent Income
Srikar Biotech Private Limited 0.54 - 0 .41 - 0.41 - -
Lease Rent Expense
Srikar Biotech Private Limited 1.33 - - - - -
Trade Receviable
Srikar Biotech Private Limited - 121.05 - 4 31.06 - 429.71 133.72
Deposits in
Srikar Biotech Private Limited - 0.50 - - - - -
Deposits from
Srikar Biotech Private Limited - (0.50) - - - - -
In the Books of Srikar Biotech Private Limited
Revenue from Operations
Eldorado Agritech Limited 63.18 - 2 .46 - 0.82 - -
Purchases
Eldorado Agritech Limited 54.10 - 160.91 - 1 80.42 - -
Lease Rent Income
Eldorado Agritech Limited 1.33 - - - - - -
Lease Rent Expense
Eldorado Agritech Limited 0.54 - 0 .41 - 0.41 - -
Trade Payable
Eldorado Agritech Limited - ( 121.05) - (431.06) - ( 429.71) ( 133.72)
Deposits in
Eldorado Agritech Limited - 0.50 - - - - -
Deposits from
Eldorado Agritech Limited - (0.50) - - - - -
343Eldorado Agritech Limited (Formerly known as Eldorado Agritech Private Limited)
CIN : U01400TG2009PLC063998
Notes forming part of the Consolidated Financial Statements for the year ended 31st March, 2025
(All amounts are in INR millions, unless otherwise stated)
Note 2.47
Additional Information As Required By Paragraph 2 Of The General Instructions For Preparation of Consolidated Ind As Financial Statements to Schedule III To The CompaniesAct,2013
For the period ended March 31,2025
Net Assets i.e., total assets
Share in Profit or loss Share in other comprehensive incomeShare in total Comprahensive income
minus total liabilities
Name of the Entity As % of As % of As % of consolidated As % of consolidated
consolidated net Amount consolidated Profit Amount other comprehensive Amount total comprehensive Amount
assets or loss income income
Parent Company
Eldorado Agritech Limited 51.79% 1 ,262.75 72.04% 517.68 52.08% 1.93 71.94% 519.61
Subsidiary
Srikar Biotech Private Limited 48.21% 1 ,175.64 27.96% 200.92 47.92% 1.77 28.06% 202.69
Total 100% 2438.39 100% 718.60 100% 3.70 100% 722.29
For the period ended March 31,2024
Net Assets i.e., total assets
minus total liabilities Share in Profit or loss Share in other comprehensive incomeShare in total Comprahensive income
Name of the Entity As % of As % of As % of consolidated As % of consolidated
consolidated net Amount consolidated Profit Amount other comprehensive Amount total comprehensive Amount
assets or loss income income
Parent Company
Eldorado Agritech Limited 48.93% 8 90.65 70.41% 343.44 160.76% - 0.54 70.35% 342.91
Subsidiary
Srikar Biotech Private Limited 51.07% 9 29.75 29.59% 144.34 -60.76% 0 .20 29.65% 144.54
Total 100% 1820.41 100% 487.78 100% -0.33 100% 487.45
For the period ended March 31,2023
Net Assets i.e., total assets
minus total liabilities Share in Profit or loss Share in other comprehensive incomeShare in total Comprahensive income
Name of the Entity As % of As % of As % of consolidated As % of consolidated
consolidated net Amount consolidated Profit Amount other comprehensive Amount total comprehensive Amount
assets or loss income income
Parent Company
Eldorado Agritech Limited 41.19% 5 49.03 76.58% 224.60 0.00% - 76.58% 224.60
Subsidiary
Srikar Biotech Private Limited 58.81% 7 83.88 23.42% 68.70 0.00% - 23.42% 6 8.70
Total 100% 1332.92 100% 293.30 0% 0.00 100% 293.30
As per our report of even date attached(cid:32)
For Sarath & Associates For and on behalf of the Board of directors of
Chartered Accountants Eldorado Agritech Limited (Formerly known as Eldorado Agritech Pvt Ltd)
ICAI Firm Registration No:005120S
CA V S ROOP KUMAR Srinivasa Rao Linga Usha Rani Papineni
Partner Chairman & Managing Director Managing Director
Membership No.:213734 DIN : 02191992 DIN : 02191981
Place: Hyderabad Syed Wasim J Sanjeev
Date: 26-08-2025 Company Secretary Chief Financial Officer
344OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the standalone audited financial statements of our Company, our Material
Subsidiary, as at and for the March 31, 2025, March 31, 2024, and March 31, 2023, and the reports thereon (collectively, the
“Audited Standalone Financial Statements”) are available on our website at
https://eldoradoagritech.com/investors/AnnualReport.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a
prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a
solicitation of any offer or an offer document 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 Financial Statements should not be
considered as part of information that any investor should consider to subscribe for or purchase any securities of our Company,
its Subsidiary 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. Neither the Company, its Subsidiary or any of its advisors, nor any of the Book Running
Lead Managers or the Promoter Selling Shareholders, nor any of their respective employees, directors, affiliates, agents or
representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or
contained in the Audited Standalone Financial Statements, or the opinions expressed therein.
The details of accounting ratios derived from Restated Consolidated Financial Information and other non-GAAP information
required to be disclosed under the SEBI ICDR Regulations are set forth below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated earnings per Equity Share
- Basic Earnings / (loss) per Equity Share (₹))1 5.22 3.54 2.13
- Diluted Earnings /( loss) per Equity Share (₹)2 5.22 3.54 2.13
Return on Net Worth(%)3 33.58 31.78 25.62
Net Asset Value Per Equity Share (₹)4 17.71 12.46 8.92
Earnings before interest, tax, depreciation and amortisation (EBITDA) (in
1,110.76 757.04 454.45
₹ million)5
Notes:
The ratios on the basis of Restated Consolidated Financial Information have been computed as below:
1. Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number
of equity shares outstanding during the year.
2. Diluted earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number
of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares during the year.
3. Return on Net Worth (%) = Net profit after tax divided by Average Net worth at the end of the year/period.
4. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or
credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation
and amalgamation.
5. Net Asset Value per equity share is defined as the Net worth divided by number of equity shares outstanding as at the end of year/period. The Net Asset
Value per share disclosed above is after considering the impact of sub-division and bonus issue of equity shares.
6. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/
(loss) for the year and adding back finance costs, depreciation and amortization and reducing other income.
Certain non-GAAP financial measures, such as PAT margin, Return on Equity, EBITDA, EBITDA margin, Return on Net
Worth, Net Asset Value, 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. 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/period or any other measure of financial performance or as an indicator of
our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived
in accordance with Ind AS. In addition, these Non-GAAP Measures are not a standardized 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 and any real or perceived inaccuracies in such metrics may adversely
affect our business and reputation” on page 61.
345Related Party Transactions
For details of the related party transactions in accordance with Ind AS 24, see “Restated Consolidated Financial Information
– Note 2.37 – Related Party Transactions” on page 332.
346CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at March 31, 2025, as derived from our Restated Consolidated
Financial Information. 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” beginning on pages 33, 284
and 351, respectively.
(in ₹ million)
Particulars Pre-Offer as at March 31, 2025 As adjusted for the Offer#
Total equity
Equity share capital* 45.90 [●]
Other equity* 2,392.49 [●]
Total Equity (A) 2,438.39 [●]
Total borrowings
Current borrowings* 2,277.43 [●]
Non-current borrowings (including current maturity and interest 451.06 [●]
accrued and due on borrowings)*
Total Borrowings (B) 2,728.49 [●]
Total (A+B) 5,166.88 [●]
Non-current borrowings (including current maturity and 0.18 [●]
interest accrued and due on borrowings)/Total Equity
Total borrowings/ Total equity (in times) 1.12 [●]
* These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
# Post-Offer capitalisation will be determined after finalization of the Offer Price.
Note: Post March 31, 2025, our Company issued and allotted 114,750,000 Equity Shares pursuant to bonus issue in the ratio of 5:1 (five Equity Shares for
every one Equity Shares held) by way of board resolution dated August 1, 2025. For details, see “Capital Structure – Notes to Capital Structure – Share capital
history of our Company” on page 91 of the DRHP.
347FINANCIAL INDEBTEDNESS
Our Company and its Subsidiary avail credit facilities in the ordinary course of business, to cater to its working capital
requirements as well as for managing its business operations. Our Board is empowered to borrow monies as may be required
for the purpose of the business of our Company, in accordance with Section 179 and Section 180 of the Companies Act and our
Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management - Borrowing Powers
of our Board” on page 262.
Set forth below is a brief summary of the aggregate borrowings by our Company and its Subsidiary as of June 30, 2025 on a
consolidated basis:
Category of borrowing Sanctioned amount as Outstanding amount as
on June 30, 2025 (in ₹ on June 30, 2025 (in ₹
million)* million)*
Secured
Fund based
Cash credit (Including working capital demand loan and buyers credit) 2,680.00 2,338.53
Term Loan 564.00 397.99
Vehicle Loan 113.92 74.46
Total secured fund based (A) 3,357.92 2,810.98
Non- fund based
Bank guarantee# 4.20 -
Letter of Credit Nil Nil
Total secured non fund based (B) 4.20 -
Total secured (C) = (A) + (B) 3,362.12 2,810.98
Unsecured
Fund based
Unsecured Loans 400.00 64.60
Total unsecured fund based (D) 400.00 64.60
Non- fund based
Total unsecured non fund based (E) Nil Nil
Total unsecured (F) = (D) + (E) 400.00 64.60
Total borrowings (G=C+F) 3,762.12 2,875.58
# Bank guarantee facility sanctioned is against 100% margin money.
* As certified by Sarath & Associates, Chartered Accountants (FRN: 005120S), Statutory Auditors, by way of their certificate dated September 3, 2025.
For further details in relation to our indebtedness, please see “Restated Consolidated Financial Information – Note 2.17 and
2.19 – Borrowings (Non-current) and Borrowings (Current)” on page 320.
Principal terms of the facilities sanctioned to our Company and our Subsidiary:
1. From banks and financial institutions:
The details provided below are indicative and there may be additional terms, conditions and requirements under the
various borrowing arrangements entered into by the Company:
(a) Tenure and interest rate:
(i) The Tenure of the facilities of Cash Credit and Working capital demand loans availed by the company are
repayable on Demand and the interest rate typically comprises a base rate, ranging from 8.01% to 10.10%
p.a.
(ii) The Tenure of the facilities availed other than Cash Credit and Working capital demand loans by the
Company ranges from 36 to 74 months. In terms of the facilities availed by the Company, the interest rate
typically comprises a base rate, ranging from 8.15% to 12.02% p.a.
(b) Security: In terms of their borrowings where security needs to be created, the Company has provided securities
including (i) create a charge including by way of hypothecation on current assets, both present and future; and (ii)
procure and deliver to the lender, personal guarantees of promoters;
(c) Prepayment: The Company has the option to pre-pay the lenders, in part or in full, subject in some cases to a notice
of pre-payment to the lender. Such prepayment may also be subject to the payment of a pre-payment fee;
(d) Restrictive covenants: The Company, under the borrowing arrangements entered into by them respectively, require
the relevant lender’s prior written consent or are required to intimate the relevant lender, as applicable, for carrying
out certain actions, including:
348(i) effecting any change in the capital structure in any manner whatsoever;
(ii) undertaking any new business or operations or project or diversification, modernization or substantial
expansion of existing businesses or operations or of any project during the currency of the facilities;
(iii) any change in ownership or control of the borrower;
(iv) entering into any management contract or similar arrangement whereby its business or operations are
managed by any other person;
(v) the company during the tenure of the Bank's credit facility, without the prior written permission of the
Bank, make any changes to its directors, ownership, or shareholding structure; and
(vi) availing any further loan or undertaking any guarantee obligations on behalf of any third party.
The abovementioned list is indicative and there may be additional restrictive covenants and conditions where the
Company may be required to take prior written consent or intimate the respective lender under the various borrowing
arrangements entered into by them.
(e) Events of Default: Borrowing arrangements entered into by the Company contains standard events of default,
including but not limited to:
(i) default in payment of interest or instalment amount due;
(ii) any interest remaining unpaid and in arrears for a period of 3 months after the same shall have become due
whether demanded or not;
(iii) being adjudicated as insolvent or a receiver being appointed in respect of the whole or any part of the
property;
(iv) breach or default of any covenant or other terms and conditions under one finance schedule will be cross
defaulted all the financial schedules contracted with the lender; and
(v) occurrence of any circumstances which in prejudicial to or impairs or imperils or like to prejudice, impair,
imperil the security given.
The abovementioned list is indicative and there may be additional terms that may amount to an event of default
under the various borrowing arrangements entered into by the Company.
(f) Consequences of Events of Default: Upon the occurrence of an event of default under the borrowing arrangements,
the lenders are entitled to, among other things:
(i) declare outstanding amounts immediately due and payable;
(ii) withdraw or cancel the sanctioned facilities;
(iii) enforce their security created if any, to be enforceable;
(iv) appointment of a nominee director on the board of the borrower; and
(v) incur all expenses from our Company in connection with preservation of, or enforcement actions against us
and collection of dues.
The above-mentioned list is indicative and there may be additional consequences on the occurrence of an event of
default under the various borrowing arrangements entered into by our Subsidiary.
2. From Related parties, Directors and others:
a) Tenure and interest rate: The Company has availed an interest-free, unsecured term loan from its Directors,
Dr. Srinivasa Rao Linga and Usha Rani Papineni, jointly for meeting its working capital requirements which
is repayable on demand.
b) Security: The said loans are unsecured loans.
c) Repayment: The entire principal shall be paid on demand.
349For the purposes of the Offer, our Company and its Subsidiary have obtained the necessary consents from our lenders as required
under the relevant borrowing arrangements for undertaking activities relating to the Offer, such as, inter alia, effecting changes
to our capital structure, effecting change in the shareholding pattern and changes in the Board of Directors. For further details,
see “Risk Factors – We have indebtedness which requires significant cash flows to service and limits our ability to operate
freely. 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
56.
350MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Restated
Consolidated Financial Information on page 284.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year, are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for the Fiscals 2025, 2024, and 2023, included herein is based on or
derived from our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. For details,
please see “Restated Consolidated Financial Information” beginning on page 284. The Restated Consolidated Financial
Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the
SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards,
which differs in certain material respects with IFRS and U.S. GAAP. For details, 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 and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.” on
page 61.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Independent
Market report for Seeds and Crop Care Industry” dated September 2, 2025 (the “F&S Report”), prepared and issued by Frost
& Sullivan (“F&S”), which was exclusively commissioned and paid for by our Company for the Offer, and was prepared and
released by F&S, who were appointed by us pursuant to the engagement letter dated February 26, 2025. F&S is not, and has
not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further, it is an
independent agency and neither our Company, nor our Directors, Promoters, KMPs, SMPs, and Subsidiary, nor the BRLMs
are a related party to F&S as per the definition of “related party” under the Companies Act, 2013. The data included herein
includes excerpts from the Industry Report which may have been re-ordered by us for the purposes of presentation. Further,
the F&S Report was prepared on the basis of information as of specific dates and opinions in the F&S Report may be based on
estimates, projections, forecasts and assumptions that may be as of such dates. F&S has prepared this study in an independent
and objective manner, and it has taken all reasonable care to ensure its accuracy and completeness. A copy of the Industry
Report will be available on the website of our Company www.eldoradoagritech.com from the date of the Red Herring
Prospectus until the Bid/ Offer Closing Date. Further, the F&S Report is not a recommendation to invest or disinvest in any
company covered in the F&S Report. Prospective investors are advised not to unduly rely on the F&S Report. For more
information and risks in relation to commissioned reports, please see “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 63. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data
– Industry and Market Data” on page 28.
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 details,
see “Forward-Looking Statements” on page 31. For details relating to the defined terms in the section, please see “Definitions
and Abbreviations” beginning on page 1.
Unless the context otherwise requires, in this section, references to “our Company” or “the Company” refers to Eldorado
Agritech Limited on a standalone basis, and references to “we”, “us”, “our” refers to Eldorado Agritech Limited and its
Material Subsidiary on a consolidated basis.
OVERVIEW
For details in relation to our business overview, competitive strengths, business strategies and business operations, please see
“Our Business” beginning on page 203.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION
The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which
may be beyond our control, including as discussed in “Our Business” and “Risk Factors”, beginning on pages 203 and 33. Set
forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial
condition and results of operations:
Cropping patterns and seasonality in business
Our business is highly seasonal, with raw material supplies and sales activities concentrated around planting and harvesting
seasons. This seasonality makes our operating results relatively unpredictable. During periods of lower sales activity, we may
continue to incur substantial operating expenses, but our revenues may be lower or delayed. As per the F&S Report, some of
351the primary concerns for the Indian agriculture sector are climate change, and resource scarcity. Additionally, adverse weather
conditions such as droughts, floods, and storms can significantly impact crop yields and, consequently, our sales and
profitability. For details, see “Risk Factors - Our business is sensitive to threats and challenges which impact the agro-sciences
industry, such as seasonal variation and adverse weather conditions which affect the agro-sciences industry. 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 54.
Effective management of these seasonal and weather-related challenges is essential for maintaining stable operations and
financial performance. Our business is sensitive to weather conditions which affect the crop care industry, such as drought,
floods, cyclones and natural disasters, as well as events such as pest infestations. There may be instances where our supply
chain may be impacted due to adverse weather conditions, thereby resulting in delays of seeds to farmers, highlighting the
importance of contingency planning and risk management. The weather can also affect the agronomic operations in the short
term on a regional basis, and accordingly, may adversely affect the demand for our products. Adverse conditions, especially
drought conditions, can result in significantly lower than normal crop plantings and yields for our customers and therefore lower
demand for our products. This can result in our sales in a particular region varying substantially from year to year. Weather
conditions can also result in earlier or later plantings and affect the levels of pest infestations, which may affect both the timing
and volume of our sales or the product mix. Adverse weather conditions may also cause volatility in the prices of commodities,
which may affect farmers’ decisions about the types and quantum of crops to plant and may consequently affect the sales of
our products.
Working capital and inventory holding management
Our business requires significant amount of working capital and major portion of our working capital is utilized towards debtors
and inventories. Our growing scale and expansion, if any, may result in increase in the quantum of current assets. Our inability
to maintain sufficient cash flow, credit facility and other sourcing of funding, in a timely manner, or at all, to meet the
requirement of working capital or pay out debts, could adversely affect our financial condition and result of our operations.
Details of our historical working capital requirements for Fiscals 2025, 2024 and 2023 is provided below:
Particulars Fiscal Fiscal Fiscal
2025 2024 2023
Inventory (including biological assets) (in ₹ million) 3,007.55 1,518.88 1,337.19
Trade receivables (in ₹ million) 1,761.02 1,311.45 820.42
Advances to suppliers (in ₹ million) 258.88 301.01 298.87
Trade payables (in ₹ million) 505.05 319.04 196.30
Advance from customers (in ₹ million) 727.29 617.76 416.32
Net Working Capital Requirement (in ₹ million) 3,795.11 2,194.55 1,843.85
Net Working Capital Requirement as a percentage of Revenue from Operations (in %) 85.96% 62.31% 68.34%
Note: Net working capital is calculated as aggregate of Trade Receivables, Inventories (including biological assets) and advance to suppliers
minus Trade Payables and advance from customers
Production of seeds that we intend to sell for a particular growing season is typically decided a year in advance, as we are
required to coordinate with our grower farmers to ensure that sufficient amounts of the desired seed are produced to meet the
demand in the following season. As a result, a key factor in ensuring effective inventory management is to accurately estimate
the demand and supply for our products across all crops. In fiscal periods where we are unable to accurately forecast demand,
or where our seed production yield is more than the estimated yield, we may be left with excess inventory in periods where we
had insufficient sales or we may be unable to sell as many products as we could have if our supply is insufficient to meet actual
demand. In cases of excess inventory, we risk the loss of seeds through natural spoilage and incur costs in maintaining such
inventory, while cases of insufficient supply may create an opportunity for our competitors to increase their market share at our
expense.
Product concentration and geographical concentration
We derive a substantial portion of our revenue through sale of maize seeds. Details of the revenue generated from the sale of
maize during Fiscals 2025, 2024 and 2023, including as a percentage of revenue are provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentage Revenue Percentage Revenue Percentage
(in ₹ million) of Revenue (in ₹ million) of Revenue (in ₹ million) of Revenue
from from from
Operations Operations Operation
(in %) (in %) s (in %)
Maize 1,652.94 37.44% 1,172.95 33.30% 1,001.35 37.11%
As a result, our business is exposed to risks related to product concentration and we do not currently expect our dependence on
the sale of maize to reduce materially, at least in the medium-term future. Our ability to sell maize, in quantities similar to, or
352higher than, sales recorded during prior periods, is subject to several uncertainties. These uncertainties include changing
customer preferences, competitive price pressures, movements in agricultural commodities markets, government regulation,
our inability to produce sufficient quantities of our existing products in a timely manner or at all, our failure to develop new
products that meet the evolving demands of our end consumers or to obtain the regulatory approvals for such products, the
development of successful products by our competitors and general economic conditions. We cannot assure you that the
performance of our maize will continue to meet our customers’ expectations. In addition, we are also exposed to disruptions in
the production of our maize that may be a result of drought, biotic and abiotic factors, government regulation, customer rejection
of our hybrids of maize seeds or payment disruptions. Our business, financial condition, results of operations and prospects
could be materially and adversely affected if one or more of these uncertainties or disruptions occur.
The performance and financial stability of our customers situated in top five states is influenced by various factors, including
economic conditions, political stability, currency fluctuations, regulatory changes, weather changes and differing business
practices in their respective regions. Our top five states in Fiscals 2025, 2024, 2023 are Telangana, Madhya Pradesh, Uttar
Pradesh, Maharashtra and Bihar. Occurrence of one or more of the following factors in these states will have an adverse impact
on our business and operations:
• adverse weather conditions, including windstorms, floods, drought and temperature extremes, or any natural disasters
such as earthquakes;
• change in growing patterns or preference for other staple crops by farmers;
• negative demand for, or political opposition to, genetically modified seeds;
• expansion of our competitors’ operations;
• enactment of any unfavourable laws, rules or regulations, and
• our business, financial condition, results of operations and prospects could be adversely affected.
We cannot assure you that we will be able to reduce our dependence on operations in these states, or that such dependence will
not increase in the future.
Stringent regulatory standards
We comply with stringent regulatory standards and are required to obtain regulatory pre-approval for our products. As per
Section 9 of the Insecticides Act, any person desiring to import or manufacture any insecticide may apply to the registration
committee, CIBRC, for registration of such insecticide and there is a separate registration for each insecticide. Accordingly, we
file applications before the CIBRC for their approval. As of June 30, 2025, we have obtained 269 registrations for our
agrochemical formulations from CIBRC. Further, as of June 30, 2025, we have 43 registrations for speciality fertilizer products
under Fertilizer (Control) Order, 1985 and 32 registrations for our bio-stimulant products from the Ministry of Agriculture and
Farmers’ Welfare. We have received quality certifications such as ISO 9001:2015 for our quality management systems. Our
crop care R&D laboratory in Nacharam (Telangana) has been granted an ISO/IEC 17025:2017 certificate for meeting the
‘General Requirements for the Competence of Testing & Calibration Laboratories’ issued by National Accreditation Board for
Testing and Calibration Laboratories for its testing facilities and both our R&D laboratories are recognised by the Department
of Scientific and Industrial Research.
There may be instances where we have not applied for or obtained licenses or registrations in the ordinary course of business.
In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed
operations or products. An inability to renew, maintain or obtain any required permits, licenses, registrations or approvals may
result in the interruption of a part or all of our operations and have a material adverse effect on our business, financial condition
and results of operations. For details of applicable regulations and approvals relating to our business and operations, including
our manufacturing facilities, see “Government and Other Approvals” on page 386. We may, in the future, be subjected to
regulatory actions for violations including closure of our manufacturing facilities, 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 manufacturing facilities 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 are also subject to a broad range of safety, health, labour, and workplace related laws and regulations in the jurisdictions in
which we operate, which impose controls on the disposal and storage of raw materials, noise emissions, air and water discharges,
on the storage, handling, discharge and disposal of chemicals, employee exposure to hazardous substances and other aspects of
our operations. Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may result in
the interruption of our operations and may have an adverse effect on our business, financial condition and results of our
353operations. Furthermore, the regulatory environment for genetically modified seeds and other advanced seed technologies
remains uncertain, which could affect our ability to introduce new products in certain markets.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
Set forth below is a summary of our most significant accounting policies adopted in preparation of the Restated Consolidated
Financial Information.
1. CORPORATE INFORMATION
Eldorado Agritech Limited (formerly known as Eldorado Agritech Private Limited) (“the Company” or “the Holding
Company”) is a company domiciled and incorporated on June 16, 2009 under the provisions of Companies Act, 1956.
The company has converted from Private Limited company into a Public Limited Company with effect from June 23,
2025. The company has its registered office situated at Manufacturing Unit at Shed no 2 Plot No A11 & A12/1 IDA
Nacharam, Medchal Malkajgiri District, India -500076. The Company, together with its subsidiaries (collectively
referred to as the “Group”), is primarily engaged in the supply and sowing of hybrid seeds, which are used by farmers
to enhance crop productivity. Additionally, the Group is also involved in the manufacturing of bio-stimulants,
speciality fertilizers and pesticides.
The company has a subsidiary which is also incorporated in India. The Holding Company and its subsidiaries are
collectively referred to as “the Group”. The details of Subsidiary consolidated in these financial statements considering
the effect of Appendix C to Ind AS 103 is given below:
Name of the entity Nature of Interest March 31, 2025 March 31, 2024 March 31, 2023
Srikar Biotech Private Limited Wholly Owned 100% 100% 100%
Subsidiary
2. Material Accounting Policies
A. BASIS OF PREPARATION
The Restated consolidated Financial information of the Group comprise the Restated Consolidated Statement of Assets
and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statement of
Profit and Loss (including Other Comprehensive Income), and the Restated Consolidated Statement of Cash Flows
and Restated Consolidated Statement of Changes in Equity for the years ended 31st March 2025, 31st March 2024 and
31st March 2023, the summary of material accounting policies and explanatory notes (collectively “the Restated
Consolidated Financial Information”).
These Restated Consolidated Financial Information have been prepared by the management as required under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(“SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (“SEBI”), in pursuance of the
Securities and Exchange Board of India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus
(“DRHP”), Red Herring Prospectus (“RHP”) and the Prospectus, to be filed by the company with the Registrar of
Companies, Hyderabad, Telangana (“ROC”), SEBI, National Stock Exchange of India (“NSE”) and BSE limited
{“BSE”) in connection with the proposed initial public offering of equity shares of face value of Rs. 2 each of the
Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholder
(the “Offer”), prepared by the Company in terms of the requirements of:
i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”);
ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 as amended; and
iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) (the “Guidance Note”).
The Restated Consolidated Financial Information of the Group have been prepared to comply in all material respects
with the Indian Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements of Division II of
Schedule III to the Act, as applicable to the consolidated financial statements and other relevant provisions of the Act.
The Restated Consolidated Financial Information has been compiled, by the management from:
(a) the Special Purpose Consolidated Financial Statements of the Group as at and for the period ended March 31,
2025 which were approved by the Board of Directors at their meeting held on 26-08-2025. The Group has
354prepared its first set of annual statutory consolidated financial statements as per Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time
to time) for the year ending March 31, 2025. Since these Audited Consolidated Financial Statements are
prepared in accordance with Ind AS 101, the date of transition to Ind AS for the purpose of these Special
Purpose Consolidated Financial Statements is April 01, 2022 being the beginning of the earliest period for
which the company presents full comparative information under Ind AS.
(b) Audited Special Purpose Financial Statements of the Company as at and for the years ended March 31, 2025,
March 31, 2024, and March 31, 2023, which were prepared by the Company after taking into the
consideration the requirements of the SEBI E-mail dated October 28, 2021 addressed to the Association of
Investment Bankers of India (“SEBI Communication”)and were approved by the Board of Directors at their
meeting held 18-08-2025 (the “Special Purpose Financial Statements”).
For the financial years ended March 31, 2024 and March 31, 2023, the Company and its Subsidiary prepared
its statutory audited financials in accordance with accounting principles generally accepted in India, including
the Companies (Accounting Standards) Rules, 2021 specified under section 133 of the Act (“Indian GAAP”)
due to which Special Purpose Consolidated Financial Statements were prepared to comply with the SEBI E-
mail. The Indian GAAP Statements for the year ended March 31, 2024, and March 31, 2023, for the
Company,, were approved by the Board of Directors at their meeting held on 16-10-2024 and 01-09-2023
and for the Subsidiary, were approved by the Board of Directors at their meeting held on 16-10-2024 and 01-
09-2023 respectively (the “Indian GAAP Financial Statements”).
The Special Purpose Consolidated Financial Statements have been prepared after making suitable
adjustments to the accounting heads from their Indian GAAP values following accounting policies and
accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS- 101)
consistent with those expected to be used at the date of transition and as per the presentation, accounting
policies and grouping/classifications including revised Schedule III disclosures followed as at and for the
year ended March 31, 2025 pursuant to the SEBI E-mail.
(c) The Restated Consolidated Financial Information of the Group as at and for the years ended March 31, 2025,
March 31, 2024 and March 31, 2023, which were prepared by the Company after taking into the consideration
the requirements stated in 2(A). For these Restated Consolidated Financial Information of the Group prepared
in accordance with Indian Accounting Standards for the purpose of enabling the preparation of the Restated
Consolidated Financial Information for the years as stated above, in accordance with Ind AS 101, the date of
transition to Ind AS for the purpose of these special purpose financial statements is April 01, 2022 being the
beginning of the earliest period for which the group presents full comparative information under Ind AS.
The Parent Company has acquired majority stake in its subsidiary company in the Month of December 2024.
However, owing to the fact that the acquisition of the subsidiary meets the definition of Common Control
Business Combination as stated under Appendix C to Ind AS 103 since the combining entity is ultimately
controlled by the same parties both before and after the business combination (refer Note No. 2.43), the
Financial information in respect of prior periods has been restated (i.e. from April 01, 2022) as if the business
combination had occurred from the beginning of the earliest preceding period presented in the Restated
Consolidated Financial Information.
The Restated Consolidated Financial Information are prepared under historical cost convention except for
certain items that are measured at fair values at the end of each reporting period, as explained in the accounting
policies set out below. The restated consolidated financial information are prepared on a ‘going concern’
basis using accrual concept.
B. BASIS OF CONSOLIDATION
a. Subsidiary
Subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power to direct the relevant activities of the entity. The Group consolidates the Financial statements of the parent
and its subsidiaries on a line-by-line basis, adding together like items of assets, liabilities, income and expenses. Intra-
group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment.
The Restated Consolidated Financial Statements 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
355adjustments are made to that Group member’s financial statements in preparing the restated consolidated financial
information to ensure conformity with the Group’s accounting policies.
b. Non-controlling interests (NCI)
NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition, only
in case the subsidiary is not a wholly owned. Changes in the Group’s equity interest in a subsidiary that do not result
in a loss of control are accounted for as equity transactions.
c. Common control business combinations (CCBC) transactions
Business combinations of entities under common control are accounted for using the pooling of interest method as
follows:
(i) The assets and liabilities of the combining entities are reflected at their carrying amounts from the controlling
parties’ perspective.
(ii) No adjustments are made to reflect fair values or recognise any new assets or liabilities. Adjustments are only
made to harmonise accounting policies.
(iii) The Financial information in the financial statements in respect of prior periods is restated as if the business
combination had occurred from the beginning of the preceding period in the financial statements, irrespective
of the actual date of the combination.
(iv) The balance of the retained earnings appearing in the financial statements of the transferor is aggregated with
the corresponding balance appearing in the financial statements of the transferee or is adjusted against general
reserve.
(v) The identity of the reserves are preserved and the reserves of the transferor become the reserves of the
transferee.
(vi) The difference, if any, between the amounts recorded as share capital issued plus any additional consideration
in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital
reserve and is presented separately from other capital reserves.
d. Consolidation procedure:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of
its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the
assets and liabilities recognised in the Restated Consolidated Financial Information at the acquisition date.
(b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion
of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.
(c) 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 intra group transactions are
recognised in assets, such as inventory and fixed assets, are eliminated in full) intragroup losses may indicate
an impairment that requires recognition in the Restated Consolidated Financial Information.
C. SUMMARY OF MATERIAL ACCOUNTING POLICIES
1. Use of Estimates
The preparation of the Restated Consolidated Financial Information in conformity with the recognition and
measurement principles of Ind AS requires the management to make judgements, estimates and assumptions that effect
the reported balances of assets and liabilities as of the Balance Sheet date, reported amount of revenues and expenses
for the year and the accompanying disclosures and disclosures relating to contingent liabilities as of the Balance Sheet
date. These estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates. Although these estimates are based on the
management’s best knowledge of current events and actions, uncertainty about the assumptions and estimates may
result in outcomes requiring a material adjustment to the carrying amount of assets or liabilities in future periods. The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
3562. All assets and liabilities have been classified as Current and non-current as per the Group’s normal operating cycle
and other criteria set out in Schedule III to the Companies Act, 2013.
Current/ Non-current Assets
An asset is classified as current when it satisfies any of the following criteria:
a. It is expected to be realised in, or is intended for sale or consumption in, the Group’s normal operating cycle;
b. It is held primarily for the purpose of being traded;
c. It is expected to be realised within 12 months after the reporting date; or
d. It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least
12 months after the reporting date.
Current assets include the current portion of non-current Financial assets. All other assets are classified as non-current.
Current/ Non-current Liabilities
A liability is classified as current when it satisfies any of the following criteria:
a. It is expected to be settled in the Group’s normal operating cycle;
b. It is held primarily for the purpose of being traded;
c. It is due to be settled within 12 months after the reporting date; or
d. The company does not have an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date.
Terms of liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments
do not affect its classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-
current.
Operating cycle Operating cycle is the time between the acquisition of assets for processing and their realisation in
cash or cash equivalents. The Company has identified 12 months as its operating cycle
The Restated Consolidated Financial Information has been presented in Indian Rupees (Rs. or INR), which is also the
Group’s functional currency. All amounts have been rounded-off to the Million rupees upto two decimals thereof,
unless otherwise mentioned. Figures in brackets represents negative figures unless otherwise mentioned. “-” denotes
zero or figures which are below the rounding off norms adopted by the Group.
3. Property, Plant & Equipment:
Property, plant and equipment is stated at acquisition cost net of accumulated depreciation and accumulated
impairment losses if any. 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. All other repairs and maintenance are charged to the Statement
of Profit and Loss during the period in which they are incurred. Gains or losses arising on retirement or disposal of
property, plant and equipment are recognised in the Statement of Profit and Loss. Property, plant and equipment that
are not ready for intended use as on the date of the Balance Sheet is disclosed as “Capital work-in-progress”.
Depreciation is provided using the WDV method over the estimated useful life prescribed under Schedule II to the
Companies Act, 2013.
The estimated useful lives of assets are as follows:
Category of assets Estimated useful life (in years)
Buildings 30
Plant & Machinery 8
Furniture & Fixtures 10
Vehicles 8 to 10
Office Equipment 5
Computers 3
357Category of assets Estimated useful life (in years)
Laboratory Equipment 10
Electrical Equipment 10
Freehold land is not depreciated.
Upon first-time adoption of Ind AS, the Company has elected to measure all its property, plant and equipment and
Other Intangible Asset at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS
i.e., April 01, 2022.
4. Intangible Assets
Intangible assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if
any. Intangible assets are amortized on a straight-line basis over their estimated useful life as given below.
An intangible asset is derecognised upon disposal or when no future economic benefits are expected from its use or
disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is
derecognized.
Category of assets Useful life (In years)
Patent 10
Software 10
5. Biological Asset:
Biological assets represent the Group’s agricultural produce prior to harvest, such as standing crops. In accordance
with accounting standards, biological assets are generally measured at fair value less costs to sell. However, if, at initial
recognition, quoted market prices are unavailable and alternative fair value measurements are deemed clearly
unreliable, the assets may be measured at cost less accumulated depreciation and impairment losses.
As quoted market prices for standing crops are not readily available, and the Group has determined that alternative
fair value measurements would not yield reliable results, the biological assets have been measured at cost, net of
accumulated depreciation and impairment losses.
Upon harvest, the agricultural produce is recognised and accounted as inventory.
6. Leases:
Leases in which a substantial portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments and receipts under such leases are recognised to the Statement of Profit and Loss on a
straight-line basis over the term of the lease unless the lease payments to the lessor are structured to increase in line
with expected general inflation to compensate for the lessor’s expected inflationary cost increases, in which case the
same are recognised as an expense in line with the contractual term.
The Group’s lease asset classes primarily consist of leases for Land. The Group assesses whether a contract is or
contains a lease at the 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 contract 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.
Group as a Lessee
At the date of commencement of the lease, the Group recognises a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short-term leases) and leases of low-value assets. For these short-term and leases of low-value assets, the Group
recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
358The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any
lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease
term and the useful life of the underlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing
rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in
an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Group as a Lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration
in the contract to each lease component on the basis of their relative stand-alone prices. When the Group acts as a
lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each
lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards
incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an
operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the
major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It
assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not
with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption
described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, then the Group applies Ind AS 115 to allocate the
consideration in the contract. The Group applies the derecognition and impairment requirements in Ind AS 109 to the
net investment in the lease. The Group recognises lease payments received under operating leases as income on a
straight-line basis over the lease term as part of ‘other income’.
In case of leasing, where the Group, being the original lessor, grants a right to use the underlying asset to a third party
and the lease is recognised as lease receivables in the Balance Sheet of the Group.
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration
in the contract to each lease component on the basis of their relative stand-alone prices.
7. Impairment
Assessment is done annually as to whether there is any indication that an asset (tangible, intangible and investment)
may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is
considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset
/ cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the
recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s fair value less cost to sell
and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the
continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance
Sheet date as to whether there is any indication that an impairment loss recognized for an asset in prior accounting
periods may no longer exist or may have decreased. In such cases, impairment losses are reversed to the extent the
assets carrying amount does not exceed, the carrying amount that would have been determined if no impairment loss
had previously been recognized.
8. Borrowing Costs:
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale are added to the cost
of those assets until such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
359All other borrowing costs are recognised in the Statement of Profit or Loss in the period in which they are incurred.
9. Inventories
Inventories comprise of Raw and Packing Materials, Work in Progress, Finished Goods (Manufactured and Traded).
Inventories are valued at the lower of cost or the net realisable value after providing for obsolescence and other losses
where considered necessary. Cost is determined on FIFO basis. Cost includes all charges in bringing the goods to their
present location and condition including octroi and other levies, transit insurance and receiving charges. The cost of
work-in-progress and finished goods comprises of materials, direct labour, other direct costs and related production
overheads. Net realizable 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.
10. Foreign Currency Transaction
Initial Recognition
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the
exchange rate between the Functional currency and the foreign currency at the date of the transaction.
Subsequent Recognition
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the date of the transaction. All non-monetary items which are carried
at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that
existed when the values were determined.
All monetary assets and liabilities in foreign currency are reinstated at the end of accounting period.
Exchange differences on reinstatement of all monetary items are recognized in the Statement of Profit and Loss.
11. Revenue Recognition
Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a customer
at an amount that the Group is expected to be entitled to in exchange for those goods or services. Revenue towards
satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration)
allocated to that performance obligation.
The transaction price of goods sold and services rendered is net of variable consideration on account of various
discounts and rebates offered by the Group as part of the contract/sale. This variable consideration is estimated based
on the expected value of outflow.
Sale of goods
Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The
performance obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the
customer or on delivery to the customer, the risks of obsolescence and loss have been transferred to the customer, and
either the customer 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. Revenue from the sale
of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade
discounts and volume rebates. Advance from customers is recognized under other current liabilities which is released
to revenue on satisfaction of performance obligation.
Rendering of Services
Revenue from design services are recognised over the contract term based on the percentage of services that are
provided during the period compared with the total estimated services to be provided estimated based on the input
method. Income from other service activities are recognized at a point in time on satisfaction of performance obligation
towards rendering of such services in accordance with the terms of arrangement.
Revenue is recorded exclusive of goods and service tax.
Other Income
Interest : Interest income is recognized on effective interest method taking into account the amount outstanding and
the rate applicable.
360Dividend : Dividend income is recognized when the right to receive dividend is established.
Rental Income: Rental income is recognized on an accrual basis as per the terms of lease agreements. If the lease
includes fixed increases or adjustments, the income is spread evenly over the lease term unless another method better
reflects the pattern of benefits. Variable rent (like revenue sharing) is recognized when earned and measurable. Rental
income excludes taxes collected on behalf of the government (like GST). Any advance rent or deferred income is
shown appropriately in the balance sheet, and relevant lease details are disclosed in the financial statements
12. Employee Benefits
a. Defined contribution plan:
A defined contribution plan is a post-employment benefit under which an entity pays a specific contribution to a
separate entity and has no obligation to pay any further amounts. Retirement benefit in the form of provident fund is
a defined contribution scheme. The eligible employees of the Group are entitled to receive the benefits of Provident
fund a defined contribution plan in which both employees and the group make monthly contributions at a specified
percentage of the covered employees’ salary which are charged to the Statement of Profit and Loss on accrual basis.
The provident fund contributions are paid to the Regional Provident Fund Commissioner by the Group.
The Group has no further obligations for future provident fund and superannuation fund benefits other than its annual
contributions.
b. Defined benefit plan:
The Group has defined benefit plan for its employees, viz., gratuity. The Group accounts for its gratuity liability
covering eligible employees. The gratuity plan provides for a lump sum payment to employees at retirement, death,
incapacitation or termination of the employment based on the respective employee’s salary and the tenure of the
employment. Liabilities with regard to a Gratuity plan are determined based on the actuarial valuation carried out by
an independent actuary as at the Balance Sheet date, using the Projected Unit Credit method for the Group.
Actuarial gains and losses are recognised in full in other comprehensive income and accumulated in equity in the
period in which they occur.
c. Other short term employee benefits:
Other short-term employee benefits such as performance incentives expected to be paid in exchange for the services
rendered by employees, are recognised during the period when the employee renders the service.
13. Taxes on Income
Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit
or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance
with the relevant prevailing tax laws. Tax expenses relating to the items in profit and loss shall be treated as current
tax as part of profit and loss and those relating to items in other comprehensive income (OCI) shall be recognized as
part of the part of OCI.
Deferred tax is recognized for all the temporary differences between the carrying amounts of assets and liabilities in
the Restated Consolidated Financial Information and corresponding tax bases used in computation of taxable profit.
Deferred tax assets are recognized and carried forward only to the extent that it is probable that taxable profit will be
available against which those deductible temporary differences can be utilized. Deferred tax assets and liabilities are
measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date.
At each Balance Sheet date, the Group re-assesses unrecognized deferred tax assets, if any and the same is recognized
to the extent it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognized
amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax
liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax
and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing
taxation law.
Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there is convincing
evidence that the Group will pay normal income tax during the specified period. Such asset is reviewed at each Balance
Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer convincing
361evidence to the effect that the Group will pay normal income tax during the specified period. MAT shall be treated as
part of deferred tax assets.
14. 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 and financial liabilities are recognized when the Group becomes a party
to the contractual provisions of the instruments. A financial liability is any liability that is a contractual obligation to
deliver cash or another financial asset to another entity or a contract that will or may be settled in the entity’s own
equity instruments and is a non-derivative for which the entity is or may be obliged to deliver a variable number of the
entity’s own equity instruments.
Initial recognition and measurement
Financial Assets and Financial Liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of Financial Assets and Financial Liabilities (other than Financial Assets and
Financial Liabilities at fair value through profit or loss) are added to or deducted from the fair value of the Financial
Assets or Financial Liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of Financial Assets or Financial Liabilities at fair value through
profit or loss are recognised immediately in Statement of Profit and Loss. Trade receivables that do not contain a
significant financing component are measured at transaction price.
A. Financial Assets:
Subsequent Measurement
All recognised Financial Assets are subsequently measured in their entirety at either amortised cost or fair value, based
on the business model for managing the financial assets and the contractual cash flow characteristics.
i) Financial Assets at Amortised Cost
Financial Assets are subsequently measured at amortised cost using the effective interest method if these
financial assets are held within a business whose objective is to hold these assets in order to collect contractual
cash flows and the contractual terms of the Financial Asset give rise on specified dates to Cash Flows that
are solely payments of principal and interest (SPPI) on the principal amount outstanding.
ii) Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are
held within a business whose objective is achieved by both collecting contractual cash flows on specified
dates that are solely payments of principal and interest on the principal amount outstanding and selling
financial assets.
The Group, has made an irrevocable election to present in other comprehensive income subsequent changes
in fair value of investments not held for trading.
iii) Cash and cash equivalents
The Group considers all highly liquid financial instruments which are readily convertible into known amounts
of cash that are subject to an insignificant risk of change in value and having original maturities of three
months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of balances
with banks which are unrestricted for withdrawal and usage.
iv) Equity Investments
Equity Investments (Other than Subsidiaries, Joint Ventures (JV) and Associates):
All Equity Investments in the scope of Ind AS 109 are measured at Fair value. Equity Instruments which are
held for trading are classified as at FVTPL. For all other such equity investments, the Group decides to
classify the same either as FVOCI or FVTPL. The Group makes such election on an instrument-by instrument
basis. The classification is made on initial recognition and is irrevocable.
362v) Trade Receivables
Trade receivables are stated at net of advances. Ageing of receivable are considered as tool to determine the
degree of liquidity. Receivable due for more than two years and balance considered doubtful, referred for
recovery through legal proceeding are considered for provision.
vi) Impairment of Financial Assets
The Group assesses at each Balance Sheet date whether a Financial Asset or a group of Financial Assets is
impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company
recognises lifetime expected losses for trade receivables that do not constitute a financing transaction. For all
other financial assets, expected credit losses are measured at an amount equal to 12 month expected credit
losses or at an amount equal to lifetime expected losses, if the credit risk on the financial asset has increased
significantly since initial recognition.
vii) Derecognition of Financial Assets
The Group derecognises a Financial Asset when the contractual rights to the cash flows from the asset expire,
or when it transfers the Financial Asset and substantially all the risks and rewards of ownership of the asset
to another party.
On derecognition of a Financial Asset in its entirety, the difference between the asset’s carrying amount and
the sum of the consideration received and receivable is recognised in the Statement of Profit and Loss.
B. Financial Liabilities
Subsequent measurement
i) Financial liabilities at amortised cost:
Financial Liabilities are measured at Amortised Cost at the end of subsequent accounting periods. The
carrying amounts of Financial Liabilities that are subsequently measured at amortised cost are determined
based on the Effective Interest method. Interest expense that is not capitalised as part of costs of an asset is
included in the ‘Finance Costs’ line item.
ii) Financial liabilities at fair value through profit or loss:
Financial liabilities at fair value through profit and loss are stated at fair value, with any gains or losses arising
on remeasurement recognised in profit and loss.
For trade and other payables maturing within one year from the Balance Sheet date the carrying amounts
approximate fair value due to the short maturity of these instruments.
iii) Derecognition of Financial Liabilities
The Group derecognises Financial Liabilities when, and only when, the Group’s obligations are discharged,
cancelled or have expired. The difference between the carrying amount of the Financial Liability
derecognised and the consideration paid and payable is recognised in the Statement of Profit and Loss.
15. Fair Value:
The Group measures Financial instruments at fair value , as applicable in accordance with the accounting policies
mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. All assets and liabilities for which fair value
is measured or disclosed in the Restated Consolidated Financial Information are categorized within the fair value
hierarchy that categorizes into three levels, described as follows, the inputs to valuation techniques used to measure
value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or
liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3 —Inputs that are unobservable for the asset or liability
36316. Earnings per Share:
Basic earnings/ (loss) per share are calculated by dividing the net profit / (loss) for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. The weighted average
number of equity shares outstanding during the period are adjusted for any bonus shares issued during the year and
also after the Balance Sheet date but before the date the financial statements are approved by the Board of Directors.
For the purpose of calculating diluted earnings / (loss) per share, the net profit / (loss) for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.
17. Segment Information
a) An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
company’s other components, and for which discrete financial information is available.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The Managing Director & CEO of the Group is responsible for allocating resources
and assessing performance of the operating segments and accordingly is identified as the Chief Operating
Decision Maker (CODM).
All operating segments’ operating results are reviewed regularly by the CODM to make decisions about
resources to be allocated and assess their performance.
b) In accordance with Ind AS 108 – Operating Segments, the Group has identified Seeds & Crop care as
their\Operating segments based on the internal reports reviewed regularly by the Chief Operating Decision
Maker (CODM).
Group has identified and reported two reportable segments viz., Seeds and Crop care based on the nature of
products and service, the differing risks and returns and the internal reporting systems. The accounting
policies adopted for segment reporting are in line with the accounting policy of the Group.
Refer to Note No.2.40 for detailed bifurcation of segment information.
18. Provision, Contingent Liabilities and Contingent Assets:
Provisions
A provision is recognized when the Group has a present obligation as a result of past event and it is probable that an
outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. If the
effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage
of time is recognised as a finance cost.
Contingent liability
Contingent liability is-
(i) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or
(ii) a present obligation that arises from past events but is not recognized because it is not probable that an outflow
of resources embodying economic benefits will be required to settle the obligation; or
(iii) the amount of the obligation cannot be measured with sufficient reliability.
Contingent Asset
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The
Group does not recognize the contingent asset in its financial statements since this may result in the recognition of
income that may never be realised. Where an inflow of economic benefits are probable, the Group disclose a brief
description of the nature of contingent assets at the end of the reporting period. However, when the realisation of
income is virtually certain, then the related asset is not a contingent asset and the Group recognize such assets.
364Contingent Liabilities and Contingent Assets are not recognized in the special purpose financial statements. However
contingent liabilities are disclosed as per the requirements of Ind AS 37 – Provisions, contingent assets and Contingent
Liabilities.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
19. Cash & Cash Equivalents
Cash and cash equivalents comprises cash on hand and at banks and short-term deposits with an original maturity of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
20. Exceptional items
Exceptional items are those items that management considers, by virtue of their size or incidence, should be disclosed
separately to ensure that the financial information allows an understanding of the underlying performance of the
business in the year, so as to facilitate comparison with prior periods. Such items are material by nature or amount to
the year’s result and require separate disclosure in accordance with Ind AS.
21. Critical accounting judgements, assumptions and key sources of estimation uncertainty
The following are the critical judgements, assumptions concerning the future, and key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year.
Useful lives of property, plant and equipment
As described above, the charge in respect of periodic depreciation for the year is derived after determining an estimate
of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual
values of Group’s assets are determined by the management at the time the asset is acquired and reviewed annually.
The lives are based on historical experience with similar assets as well as anticipation of future events, which may
impact their life, such as changes in technical or commercial obsolescence arising from changes or improvements in
production or from a change in market demand of the product or service output of the asset.
Employee Benefits
The cost of defined benefit plans are determined using actuarial valuation, which involves making assumptions about
discount rates, expected rates of return on assets, future salary increases, and mortality rates. Due to the long-term
nature of these plans, such estimates are subject to significant uncertainty.
Taxation
Significant assumptions and judgements are involved in determining the provision for tax based on tax enactments,
relevant judicial pronouncements and tax expert opinions, including an estimation of the likely outcome of any open
tax assessments / litigations. Deferred income tax assets are recognized to the extent that it is probable that future
taxable income will be available, based on estimates thereof. Significant assumptions are also involved in evaluating
the recoverability of deferred tax assets recognised on unused tax losses.
Provisions and contingencies
Critical judgements are involved in measurement of provisions and contingencies and estimation of the likelihood of
occurrence thereof based on factors such as expert opinion, past experience etc.
Impairment of Trade receivable - Expected Credit loss
The impairment provisions for trade receivables are based on assumptions about risk of default. The Group uses
judgement in making these assumptions and selecting the inputs for the impairment calculation, based on Group’s past
history at the end of each reporting period.
Common Control Business Combination
Significant judgment and factual assessment is involved in identifying whether a business combination is a common
control business combination or not in accordance with Appendix C to Ind AS 103. Refer Note No. 2.44 for detailed
working on Common Control Business Combination.
365KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS
Set forth below are the key components of our statement of profit and loss from our restated statement of profit and loss for
Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Total Income
Our total income comprises (i) revenue from operations; and (ii) other income.
Revenue from Operations
Revenue from operations comprises of sale of products, which includes (a) Seeds; and (b) Crop Care Products.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue Percentage of Revenue Percentage of Revenue Percentage of
(in ₹ m illion) Revenue from (in ₹ million) Revenue from (in ₹ million) Revenue from
Operations Operations Operations
(in %) (in %) (in %)
Seeds 3,376.23 76.47% 2,609.94 74.10% 2,135.63 79.15%
Crop Care Products 1,715.84 38.87% 1,450.06 41.17% 940.46 34.86%
Less: Discount Allowed (677.25) (15.34)% (537.98) (15.27)% (377.95) (14.01)%
Revenue from Operations 4,414.81 100.00% 3,522.02 100.00% 2,698.14 100.00%
Other Income
Other income primarily comprises of (i) discount received; (ii) interest income; (iii) insurance claims; (iv) foreign exchange
gain (net); (v) profit on sale of assets; and (vi) miscellaneous income.
Expenses
Our expenses comprise (i) cost of materials consumed; (ii) changes in inventories of finished goods; (iii) employee benefits
expenses; (iv) finance costs; (v) depreciation and amortization expenses; and (vi) other expenses.
Cost of materials consumed
The cost of materials consumed primarily comprises of opening stock of raw materials plus purchases and production expenses
(such as cob drying charges, freight inwards, wages & labour charges and other production/processing expenses etc.), minus
closing stock of raw material.
Changes in inventories of finished goods
Changes in inventories of finished goods represents the difference between the opening and closing stock of finished goods
during the financial year.
Employee Benefits Expenses
Employee benefits expenses primarily comprise of (i) salaries; (ii) director remuneration; (iii) employee provident fund and
employee state insurance; (iv) incentives and bonus to employees; (v) gratuity expense; and (vi) staff welfare expenses.
Finance Costs
Finance cost primarily comprises of (i) interest on term loans; (ii) interest on overdraft and cash credit facility(ies); (iii) interest
on vehicle loan(s); and (iv) bank charges.
Depreciation and Amortization Expenses
Depreciation and amortization expenses comprises of (i) depreciation of property, plant and equipment; and (ii) amortisation
of intangible assets.
Other Expenses
Other expenses primarily comprises (i) dealers meeting and business promotions; (ii) computer maintenance and software usage
charges; (iii) canteen expenses for employees; (iv) legal, professional & consultancy charges; (v) C&F expenses and charges;
(vi) insurance on stocks, vehicles, and employee group insurance; (vii) marketing and field assistants expenses; (viii) bad debts;
(ix) membership fees & industry association fees; (x) office maintenance; (xi) petrol and diesel expenses; (xii) postage and
courier charges; (xiii) printing and stationery; (xiv) rates & taxes; (xv) rent of offices/branches/sheds; (xvi) telephone/internet
366charges & mobile expenses; (xvii) transportation charges & freight charges; (xviii) travelling, tour & lodging expenses; (xix)
vehicle repairs & maintenance; (xx) CSR expenditure; (xxi) registrations and renewals; (xxii) other expenses; (xxiii) foreign
exchange loss (net); (xxiv) expected credit losses; and (xxv) auditor’s remuneration.
RESULTS OF OPERATIONS
The following table sets forth our selected financial data from our restated statement of profit and loss for Fiscal 2025, Fiscal
2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income for the respective Fiscals:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million) As a (in ₹ million) As a (in ₹ million) As a
percentage of percentage of percentage of
total income total income total income
(in %) (in %) (in %)
Income
Revenue from operations 4,414.81 99.76% 3,522.02 99.80% 2,698.14 99.91%
Other income 10.61 0.24% 7.06 0.20% 2.38 0.09%
Total income (A) 4,425.42 100.00% 3,529.08 100.00% 2,700.51 100.00%
Expenses
Cost of materials consumed 3,014.46 68.12% 1,873.66 53.09% 1,745.78 64.65%
Changes in inventories of finished (868.40) (19.62) % (93.16) (2.64) % (250.34) (9.27) %
goods, work-in-progress and
stock-in-trade
Employee benefits expenses 600.29 13.56% 453.87 12.86% 396.11 14.67%
Finance costs 176.10 3.98% 122.11 3.46% 75.25 2.79%
Depreciation and amortization 106.68 2.41% 72.11 2.04% 29.73 1.10%
expenses
Other expenses 557.70 12.60% 530.61 15.04% 352.14 13.04%
Total expenses (B) 3,586.83 81.05% 2,959.19 83.85% 2,348.67 86.97%
Profit before tax (C= A-B) 838.59 18.95% 569.89 16.15% 351.85 13.03%
Tax expenses
- Current tax 131.85 2.98% 87.42 2.48% 63.03 2.33%
- Deferred tax (net) (11.86) (0.27) % (5.31) (0.15) % (4.49) (0.17) %
Total tax expenses (D) 120.00 2.71% 82.11 2.33% 58.54 2.17%
Profit for the year (E= C-D) 718.60 16.24% 487.78 13.82% 293.30 10.86%
Other comprehensive income 4.03 0.09% (0.33) (0.01) % - 0.00%
for the year, net of tax (F)
Total comprehensive income 722.63 16.33% 487.45 13.81% 293.30 10.86%
for the year (E+F)
FISCAL 2025 COMPARED TO FISCAL 2024
Total Income
Total income increased by 25.40% from ₹3,529.08 million in Fiscal 2024 to ₹4,425.42 million in Fiscal 2025 for the reasons
set out below.
Revenue from operations
Our revenue from operations increased by 25.35% from ₹3,522.02 million in Fiscal 2024 to ₹4,414.81 million in Fiscal 2025,
this increase was primarily due to increased contribution from our top five states, from ₹ 2,582.07 million in Fiscal 2024 to ₹
3,100.04 million in Fiscal 2025. Further, this increase of revenue contribution from top five states was on account of increased
marketing efforts. The increase in revenue from operations was also on account of launch of new products, and sale of
vegetables seeds. The vegetable seeds contributed to ₹102.69 million in Fiscal 2025 as compared to Nil in Fiscal 2024.
Other income
Other income increased by 50.20% from ₹7.06 million in Fiscal 2024 to ₹10.61 million in Fiscal 2025. This increase was
primarily due to (i) increase in discounts received from ₹2.93 million in Fiscal 2024 to ₹5.00 million in Fiscal 2025 in the
ordinary course of business; (ii) increase in profit on sale of fixed assets, which increased from Nil in Fiscal 2024 to ₹3.85
million in Fiscal 2025. These increases were partially offset by decrease in foreign exchange gain from ₹1.78 million in Fiscal
2024 to Nil in Fiscal 2025.
367Expenses
Total expenses increased by 21.21% from ₹2,959.19 million in Fiscal 2024 to ₹3,586.83 million in Fiscal 2025 for the reasons
set out below.
Cost of material consumed and change in inventories:
Particulars Fiscal 2025 Fiscal 2024
(in ₹ million)
Cost of Material Consumed 3,014.46 1,873.66
Changes in Inventories (868.40) (93.16)
Cost of goods sold 2,146.06 1,780.49
The cost of goods sold has increased by 20.53% from ₹ 1,780.49 million in Fiscal 2024 to ₹ 2,146.06 million in Fiscal 2025
and the increase is in line with the revenue growth.
Employee benefits expenses
Employee benefits expenses increased by 32.26% from ₹453.87 million in Fiscal 2024 to ₹600.29 million in Fiscal 2025,
primarily due to increase in (i) salaries from ₹364.10 million in Fiscal 2024 to ₹430.63 million in Fiscal 2025 due to increase
in the number of employees from 1,084 for Fiscal 2024 to 1,215 for Fiscal 2025; (ii) directors remuneration from ₹60.00 million
in Fiscal 2024 to ₹105.60 million in Fiscal 2025 ; (iii) Employee Provident Fund & ESI from ₹13.13 million in Fiscal 2024 to
₹31.95 million in Fiscal 2025 which is in line with the increase in number of employees and increase in their salaries (iv)
incentives and bonus from ₹6.13 million in Fiscal 2024 to ₹21.74 million in Fiscal 2025 due to higher salaries, wages, and
bonuses provided to employees. (v) gratuity from ₹5.97 million in Fiscal 2024 to ₹7.30 million in Fiscal 2025 which is in line
with the increase in number of employees and the increase in their salaries. These increases were partially offset by decrease in
staff welfare expenses from ₹4.54 million in Fiscal 2024 to ₹3.07 million in Fiscal 2025.
Finance costs
Finance cost increased by 44.22% from ₹122.11 million in Fiscal 2024 to ₹176.10 million in Fiscal 2025 due to increase in (i)
interest on term loans from ₹27.48 million in Fiscal 2024 to ₹44.64 million in Fiscal 2025 because of increase in term loans
from ₹337.15 million in Fiscal 2024 to ₹408.39 million in Fiscal 2025, (ii) interest on OD & CC (working capital loans) from
₹88.16 million in Fiscal 2024 to ₹116.22 million in Fiscal 2025 which is because of increase in working capital loans from
₹1,170.00 million in Fiscal 2024, to ₹2,187.24 million in Fiscal 2025; (iii) interest on vehicle loan from ₹3.51 million in Fiscal
2024 to ₹4.74 million in Fiscal 2025 and (iv) bank charges from ₹2.95 million in Fiscal 2024 to ₹10.50 million in Fiscal 2025
due to increase in loan processing charges.
Depreciation and amortization expenses
Depreciation and amortization expenses increased by 47.94% from ₹72.11 million in Fiscal 2024 to ₹106.68 million in Fiscal
2025 due to (i) increase in depreciation of property, plant and equipment from ₹72.09 million in Fiscal 2024 to 106.51 million
in Fiscal 2025 because of increase in property, plant and equipment from ₹861.68 million in Fiscal 2024 to ₹962.89 million in
Fiscal 2025. Further, certain additions to property, plant and equipment were towards the end of Fiscal 2024 which led to partial
depreciation being charged in Fiscal 2024; and (ii) increase in amortisation of intangible assets from ₹0.02 million in Fiscal
2024 to ₹0.17 million due to increase in other intangible from ₹0.02 million in Fiscal 2024 to ₹1.72 million in Fiscal 2025.
Other expenses
Other expenses increased by 5.10% from ₹530.61 million in Fiscal 2024 to ₹557.70 million in Fiscal 2025 primarily due to
increase in (i) computer maintenance and software usage charges from ₹3.12 million in Fiscal 2024 to ₹8.33 million in Fiscal
2025; (ii) C&F expenses & charges from ₹10.74 million in Fiscal 2024 to ₹13.19 million in Fiscal 2025; (iii) rates & taxes from
₹0.28 million in Fiscal 2024 to ₹8.91 million in Fiscal 2025; (iv) rent of office/branches from ₹14.01 million in Fiscal 2024 to
₹18.18 million in Fiscal 2025; (v) transportation charges & freight charges from ₹135.42 million in Fiscal 2024 to ₹140.73
million in Fiscal 2025; (vi) travelling expenses from ₹122.73 million in Fiscal 2024 to ₹132.44 million in Fiscal 2025. This
increase was partially offset by decrease in dealers meeting and business promotions from ₹113.96 million in Fiscal 2024 to
₹89.27 million in Fiscal 2025.
Profit before tax
Our profit before tax increased by 47.15% from ₹569.89 million in Fiscal 2024 to ₹838.59 million in Fiscal 2025 for the reasons
laid out above.
368Income tax expense
Income tax expenses increased by 46.15% from ₹82.11 million in Fiscal 2024 to ₹120.00 million in Fiscal 2025 due to an
increase in current tax expense and which was partially offset by deferred tax expense. The increase in profit before tax led to
a proportionate increase in tax expenses for the Fiscal 2025.
Profit for the year
Profit for the year increased by 47.32% from ₹487.78 million in Fiscal 2024 to ₹718.60 million in Fiscal 2025, for the reasons
set out above.
FISCAL 2024 COMPARED TO FISCAL 2023
Income
Total income increased by 30.68% from ₹2,700.51 million in Fiscal 2023 to ₹3,529.08 million in Fiscal 2024 for the reasons
mentioned below.
Revenue from operations
Our revenue from operations increased by 30.54% from ₹2,698.14 million in Fiscal 2023 to ₹3,522.02 million in Fiscal 2024,
this increase was primarily due to increased contribution from our top five states, i.e., from ₹1,984.15 million in Fiscal 2023 to
₹ 2,582.07 million in Fiscal 2024. Further, this increase of revenue contribution from top five states was on account of increased
on-ground marketing efforts, including field demonstrations, farmer meetings, and awareness campaigns, and also launch of
new products.
Other income
Other income increased by 197.30% from ₹2.38 million in Fiscal 2023 to ₹7.06 million in Fiscal 2024. This increase was
primarily due to increase in (i) discounts received from ₹0.32 million in Fiscal 2023 to ₹2.93 million in Fiscal 2024 due to
increase in discounts from vendors in the ordinary course of business; (ii) interest income, which increased from ₹0.37 million
in Fiscal 2023 to ₹1.23 million in Fiscal 2024 due to increase in fixed deposits (iii) increase in miscellaneous income from
₹0.26 million in Fiscal 2023 to ₹1.12 million in Fiscal 2024.
Expenses
Total expenses increased by 25.99% from ₹2,348.67 million in Fiscal 2023 to ₹2,959.19 million in Fiscal 2024 for the reasons
set out below.
Cost of material consumed and change in inventories:
Particulars Fiscal 2024 Fiscal 2023
(in ₹ million)
Cost of Material Consumed 1,873.66 1,745.78
Changes in Inventories (93.16) (250.34)
Cost of goods sold 1,780.49 1,495.44
The cost of goods sold has increased by 19.06% from ₹1,495.44 million in Fiscal 2023 to ₹1,780.49 million in Fiscal 2024 and
the increase is in line with the increase in revenue.
Employee benefits expenses
Employee benefits expenses increased by 14.58% from ₹396.11 million in Fiscal 2023 to ₹453.87 million in Fiscal 2024,
primarily due to increase in salaries from ₹294.54 million in Fiscal 2023 to ₹364.10 million in Fiscal 2024 due to increase in
the number of employees from 977 in Fiscal 2023 to 1,084 in Fiscal 2024. This increase was partially offset by (i) decrease in
employee provident fund and employee state insurance from ₹20.36 million in Fiscal 2023 to ₹13.13 million in Fiscal 2024;
(ii) decrease in incentives and bonus to employees from ₹13.18 million in Fiscal 2023 to ₹6.13 million in Fiscal 2024; (iii)
decrease in gratuity from ₹10.42 million in Fiscal 2023 to ₹5.97 million in Fiscal 2024.
Finance costs
Finance cost increased by 62.26% from ₹75.25 million in Fiscal 2023 to ₹122.11 million in Fiscal 2024 due to (i) increase in
interest on term loans from ₹9.09 million in Fiscal 2023 to ₹27.48 million in Fiscal 2024 on account of increase in term loans
from ₹254.68 million in Fiscal 2023 to ₹337.15 million in Fiscal 2024, (ii) interest on OD & CC (working capital loans) from
₹58.32 million in Fiscal 2023 to ₹88.16 million in Fiscal 2024 which is because of increase in working capital loans by from
369₹763.22 million in Fiscal 2023 to ₹1,170.00 million in Fiscal 2024; (iii) interest on vehicle loan from ₹2.88 million in Fiscal
2023 to ₹3.51 million in Fiscal 2024.
Depreciation and amortization expenses
Depreciation and amortization expenses increased by 142.58% from ₹29.73 million in Fiscal 2023 to ₹72.11 million in Fiscal
2024 primarily due to additions in property plant and equipment.
Other expenses
Other expenses increased by 50.68% from ₹352.14 million in Fiscal 2023 to ₹530.61 million in Fiscal 2024 due to (i) increase
in dealers meeting and business promotions from ₹18.27 million in Fiscal 2023 to ₹113.96 million in Fiscal 2024; (ii) increase
in transportation charges and freight charges from ₹110.92 million in Fiscal 2023 to ₹135.42 million in Fiscal 2024; (iii) increase
in travelling expenses from ₹102.13 million in Fiscal 2023 to ₹122.73 million in Fiscal 2024; (iv) increase in computer
maintenance and software usage charges from ₹0.35 million in Fiscal 2023 to ₹3.12 million in Fiscal 2024 and (v) increase in
office maintenance from ₹3.50 million in Fiscal 2023 to ₹15.39 million in Fiscal 2024. This was partially offset by (i) decrease
in C&F expenses and charges from ₹12.15 million in Fiscal 2023 to ₹10.74 million in Fiscal 2024; and (ii) decrease in marketing
and field assistants’ expenses from ₹24.02 million in Fiscal 2023 to ₹13.79 million in Fiscal 2024.
Profit before tax
Profit before tax increased by 61.97% from ₹351.85 million in Fiscal 2023 to ₹569.89 million in Fiscal 2024 primarily due to
the reasons set out above.
Income tax expense/ (credit)
Income tax expenses increased by 40.25% from ₹58.54 million in Fiscal 2023 to ₹82.11 million in Fiscal 2024 due to an increase
in current tax expense and which was partially offset by deferred tax expense. The increase in profit before tax led to a
proportionate increase in tax expenses for the Fiscal.
Profit for the year
Profit for the year increased by 66.31% from ₹293.30 million in Fiscal 2023 to ₹487.78 million in Fiscal 2024, for the reasons
set out above.
LIQUIDITY AND CAPITAL RESOURCES
Capital Requirements
Our principal capital requirements are for production and operating activities. Our principal source of funding has been and is
expected to continue to be cash generated from our operations supplemented by borrowings from banks and financial
institutions and optimization of operating working capital. Net cash generated from operations is used to meet our funding
requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements
and other cash outlays, principally with funds generated from operations, optimization of operating working capital with the
balance met from external borrowings.
Liquidity
Our liquidity requirements arise principally from our operating activities, repayment of borrowings and debt service obligations,
capital expenditures, including for upgrading of existing facilities, expansion of manufacturing capacity and stock requirements
due to working capital cycle. Historically, our principal sources of funding have included cash generated from operations, short-
term and long-term borrowings from banks and financial institutions and cash and cash equivalents. In addition, we have access
to revolving credit facilities and other working capital arrangements, which provide flexible and sufficient liquidity to meet our
ongoing operational and short-term funding requirements.
Cash
Our anticipated cash flows are dependent on various factors that are beyond our control. For details, see “Risk Factors – We
have had negative cash flows from operating activities in the past and may have negative cash flows from operating activities
in the future. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely
affect our ability to operate our business and implement growth plans, thereby affecting our financial condition.” on page 42.
370The following table sets forth certain information relating to our cash flows in Fiscal 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million)
Net cash generated from/ (used in) operating activities (696.35) 34.48 (272.64)
Net cash (used in) investing activities (273.22) (409.81) (159.88)
Net cash generated from financing activities 977.75 375.70 397.50
Net increase/ (decrease) in cash and cash equivalents 8.19 0.37 (35.02)
Cash and other bank balance at the end of the year 18.01 9.82 9.46
Cash Flows generated from/ used in Operating Activities
Fiscal 2025
Our net cash used in operating activities during Fiscal 2025 was ₹696.35 million. Our profit before tax was ₹838.59 million
which was adjusted primarily for, (i) finance cost of ₹ 176.10 million and depreciation and amortization expenses of ₹106.68
million; (ii) working capital changes; and (iii) income taxes paid (net of refund). Working capital changes primarily included,
inter alia, an increase in trade receivables of ₹449.57 million, an increase in inventories of ₹979.23 million, an increase in
biological assets of ₹509.44 million, an increase in other current assets of ₹4.68 million, offset by an increase in trade payables
of ₹186.01 million. Net cash flow from operating activities also included income taxes paid (net of refund) of ₹88.67 million.
Fiscal 2024
Our net cash generated from operating activities during Fiscal 2024 was ₹34.48 million. Our profit before tax was ₹569.89
million which was adjusted primarily for, (i) finance cost of ₹122.11 million and depreciation and amortization expenses of ₹
72.11 million; (ii) working capital changes; and (iii) income taxes paid (net of refund). Working capital changes primarily
included, inter alia, an increase in trade receivables of ₹491.03 million, an increase in inventories of ₹129.28 million, an
increase in biological assets of ₹52.41 million, an increase in other financial assets of ₹222.23 million, an increase in other
current assets of ₹106.80 million, offset by an increase in trade payables of ₹122.74 million and an increase in other current
liabilities of ₹208.54 million. Net cash flow from operating activities also included income taxes paid (net of refund) of ₹64.04
million.
Fiscal 2023
Our net cash used in operating activities during Fiscal 2023 was ₹272.64 million. Our profit before tax was ₹351.85 million
which was adjusted primarily for, (i) finance cost of ₹75.25 million and depreciation and amortization expenses of ₹29.73
million; (ii) working capital changes; and (iii) income taxes paid (net of refund). Working capital changes primarily included
inter alia, an increase in trade receivables of ₹243.06 million, an increase in inventories of ₹502.49 million, an increase in other
current assets of ₹197.54 million, decrease in trade payables of ₹189.64 million and offset by an increase in other current
liabilities of ₹412.01 million. Net cash flow from operating activities also included income taxes paid (net of refund) of ₹46.58
million.
Cash Flows (used in) Investing Activities
Fiscal 2025
Net cash used in investing activities was ₹273.22 million in Fiscal 2025, which comprised payment ₹354.87 million towards
purchase of property, plant & equipment, ₹74.87 million towards increase in capital work in progress. This was partially offset
by ₹147.15 million due to sale of property, plant & equipment.
Fiscal 2024
Net cash used in investing activities was ₹409.81 million in Fiscal 2024, which comprised payment ₹521.44 million towards
purchase of property, plant & equipment. This was partially offset by ₹107.42 million due to decrease in capital work in
progress.
Fiscal 2023
Net cash used in investing activities was ₹159.88 million in Fiscal 2023, which comprised payment ₹29.67 million towards
purchase of property, plant & equipment, ₹124.09 million towards increase in capital work in progress.
371Cash Flow generated from Financing Activities
Fiscal 2025
Our net cash flow generated from financing activities in Fiscal 2025 was ₹977.75 million which comprised proceeds of current
borrowings of ₹1,089.89 million, proceeds of non-current borrowings of ₹63.97 million. This was partially offset by finance
cost paid of ₹176.10 million.
Fiscal 2024
Our net cash flow generated from financing activities in Fiscal 2024 was ₹375.70 million which comprised proceeds of current
borrowings of ₹425.38 million, proceeds of non-current borrowings of ₹72.42 million. This was partially offset by finance cost
paid of ₹122.11 million.
Fiscal 2023
Our net cash flow generated from financing activities in Fiscal 2023 was ₹397.50 million which comprised proceeds of current
borrowings of ₹353.43 million, proceeds of non-current borrowings of ₹119.32 million. This was partially offset by finance
cost paid of ₹75.25 million.
NON-GAAP MEASURES
Certain non-GAAP financial measures, such as
growth in revenue from operations, revenue from seeds segment, revenue from crop care products segment, average revenue
per dealer, EBITDA, EBITDA margin, profit after tax margin, ROCE, ROE, R&D expenses as a percentage of revenue from
operations, revenue from products launched in the last three years (seeds segment) as a percentage of total revenue from
operations, revenue from products launched in the last three years (crop care products segment) as a percentage of total revenue,
debt to equity ratio, inventory turnover ratio, working capital days, and fixed assets turnover ratio 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. 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/period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS. In
addition, these Non-GAAP Measures are not a standardized 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 and any real or perceived inaccuracies in such metrics may adversely affect our
business and reputation.” on page 61.
Reconciliation for the following non-GAAP financial measures included in this Draft Red Herring Prospectus are set out below
for Fiscals 2025, 2024 and 2023:
Reconciliation of Profit for the year to EBITDA and EBITDA Margin
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, unless otherwise stated)
Profit for the year (I) 718.60 487.78 293.30
Adjustments:
Add: Total Tax Expenses (II) 120.00 82.11 58.54
Add: Finance cost (III) 176.10 122.11 75.25
Add: Depreciation & amortization expenses (IV) 106.68 72.11 29.73
Less: Other income (V) 10.61 7.06 2.38
Earnings Before Interest, Tax, Depreciation and Amortization 1,110.76 757.04 454.45
(EBITDA) (VI = I + II + III + IV-V)
Revenue from Operations (VII) 4,414.81 3,522.02 2,698.14
EBITDA Margin (%) (VIII = VI/VII) 25.16% 21.49% 16.84%
Reconciliation of Capital Employed, Profit for the period / year to EBIT and Return on Capital Employed
372Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, unless otherwise stated)
Total Equity (I) 2,438.39 1,715.72 1,228.23
Long Term Borrowings (II) 352.18 288.21 215.79
Short Term Borrowings (III) 2,376.31 1,286.42 861.04
Capital Employed (IV=I+II+III) 5,166.88 3,290.36 2,305.06
Average Capital Employed (V) 4,228.62 2,797.71 1,922.15
Profit for the period / year (VI) 718.60 487.78 293.30
Adjustments:
Add: Total Tax Expenses (VII) 120.00 82.11 58.54
Add: Finance cost (VIII) 176.10 122.11 75.25
Less: Other Income (IX) 10.61 7.06 2.38
Earnings Before Interest and Tax (EBIT) (X = VI+VII+VIII-IX) 1,004.09 684.93 424.72
Return on Capital Employed (XI = X/V) 23.75% 24.48% 22.10%
Reconciliation of Total Borrowings and Debt to Equity ratio
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, unless otherwise stated)
Non-current Borrowings (I) (excluding current maturities of non- 352.18 288.21 215.79
current borrowings)
Current Borrowings (II) 2,376.31 1,286.42 861.04
Total Borrowings (III = I + II) 2,728.49 1,574.63 1,076.83
Total Equity (IV) 2,438.39 1,715.72 1,228.23
Debt to Equity (V = III/IV) 1.12 0.92 0.88
Reconciliation of Fixed Assets Turnover Ratio
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, unless otherwise stated)
Revenue from Operations (I) 4,414.81 3,522.02 2,698.14
Average of Property, Plant and Equipment (II) 912.29 641.89 422.12
Fixed Assets Turnover Ratio (in times) (III=I/II) 4.84 5.49 6.39
Reconciliation of Inventory Turnover Ratio
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, unless otherwise stated)
Revenue from Operations (I) 4,414.81 3,522.02 2,698.14
Average of Inventory (including Biological assets) (II) 2,263.21 1,428.03 1,100.64
Inventory Turnover Ratio (in times) (III=I/II) 1.95 2.47 2.45
Reconciliation of Revenue from Operations, Working Capital and Working Capital Days
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million, unless otherwise stated)
Revenue from Operations (I) 4,414.81 3,522.02 2,698.14
Current Assets
Trade receivables 1,761.02 1,311.45 820.42
Inventories 2,381.64 1,402.41 1,273.13
Biological Assets 625.91 116.47 64.06
Current Assets Total (II) 4,768.57 2,830.33 2,157.60
Current Liabilities
Trade payables 505.05 319.04 196.30
Current Liabilities Total (III) 505.05 319.04 196.30
Working Capital (IV=II-III) 4,263.52 2,511.29 1,961.30
Average Working Capital(V) 3,387.40 2,236.30 1,508.40
Working Capital Days (VI= V/I)*365 280.06 231.76 204.05
FINANCIAL INDEBTEDNESS
The following table sets forth a brief summary of our borrowings on a consolidated borrowings basis as of June 30, 2025:
Category of Borrowing Sanctioned Amount Amount outstanding as on June 30, 2025
(in ₹ million)
Secured Borrowings
373Category of Borrowing Sanctioned Amount Amount outstanding as on June 30, 2025
(in ₹ million)
Fund Based Borrowings
Term Loan 564.00 397.99
Working Capital Demand Loan and Cash Credit 2,680.00 2,338.53
Vehicle Loan 113.92 74.46
Total fund-based borrowings (A) 3,357.92 2,810.98
Non-Fund Based Borrowings - -
Bank guarantee* 4.20 -
Total Non-Fund Based Borrowings (B) 4.20 -
Total Secured Borrowings (A+B) 3,362.12 2,810.98
Unsecured Borrowings
Demand Loan from related parties 400.00 64.60
Total Unsecured Borrowings (C) - -
Total Borrowings (A + B + C) 3,762.12 2,875.58
*Bank guarantee facility sanctioned is against 100% margin money
CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2025, March 31, 2024 and March 31, 2023 our contingent liabilities as per Ind AS 37 - Provisions, Contingent
Liabilities and Contingent Assets, that have not been provided for, were as follows:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
(in ₹ million)
Direct tax matters 52.45 10.01 10.01
Indirect tax matters 8.60 3.12 3.08
Total 61.05 13.13 13.10
We have disclosed the above matters as contingent liabilities as future cash outflows (if any), in respect of the above matters
are determinable only on receipt of judgments/ decisions pending at various forums/ authorities.
For further information on our contingent liabilities as of March 31, 2025, March 31, 2024, March 31, 2023 as per Ind AS 37,
see “Financial Information” on page 284.
Except as disclosed elsewhere in this Draft Red Herring Prospectus, there are no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that we believe are material to investors
CONTRACTUAL OBLIGATIONS AND MATURITIES
The table below summarizes details in relation to our financial liabilities:
Particulars Maturity profile
On demand Lower than 12 Higher than 12 Total
months months
(in ₹ million)
Financial Liabilities as of March 31, 2025
Borrowings 2,277.43 98.88 352.18 2,728.49
Trade payables 505.05 - 505.05
Total 2,277.43 603.94 352.18 3,233.54
Financial Liabilities as of March 31, 2024
Borrowings 1,194.30 92.12 288.21 1,574.63
Trade payables 319.04 - 319.04
Other financial liabilities
Total 1,194.30 411.16 288.21 1,893.67
Financial Liabilities as of March 31, 2023
Borrowings 791.10 69.95 215.79 1076.83
Trade payables 196.30 - 196.30
Other financial liabilities
Total 791.10 266.25 215.79 1,273.13
CAPITAL EXPENDITURES
In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital expenditure towards additions to property, plant and equipment was
₹354.87 million, ₹521.44 million, and ₹29.67 million respectively.
374RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include
purchase/sales/lease rent. For details relating to our related party transactions, see “Restated Consolidated Financial
Information – Note 2.37 – Related Party Transactions” on page 332.
AUDITOR’S OBSERVATIONS
There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are exposed to market risks that are related to the normal course of our operations such as credit risk, liquidity risk, market
risk, interest rate risk and inflation risk, which may affect economic growth in India and the value of our financial liabilities,
our cash flows and our results of operations.
Credit Risk
Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company.
The Group is exposed to credit risk from its operating activities, primarily trade receivables. The credit risks in respect of
deposits with the banks, foreign exchange transactions and other financial instruments are only nominal. In order to contain the
business risk, prior to acceptance of an order from a customer, the Company remains vigilant and regularly assesses the financial
position of customers during execution of contracts with a view to limit risks of delays and default.
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 ensure, as far as possible, that
it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to our reputation.
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. Our exposure to market risk is primarily on account of the following:
(i) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. We are exposed to interest rate risk because certain funds are borrowed at floating interest rates. Interest
rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of our Company
are denominated in rupees with floating rates of interest. We have exposure to interest rate risk, arising principally on changes
in base lending rate. For details, see “Financial Indebtedness” on page 348.
(ii) Inflation Risk
In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material
impact on our business and results of operations, inflation generally impacts the overall economy and business environment
and hence could affect us.
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.
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 above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Significant Factors Affecting our Results of Operations” and the uncertainties described in “Risk Factors” on pages 351 and
33, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or
uncertainties that are expected to have a material adverse impact on revenues or income of our Company.
375FUTURE RELATIONSHIP BETWEEN COST AND INCOME
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 33, 203 and 351 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
Except as set out in this Draft Red Herring Prospectus in the section “Our Business” beginning on page 203, we have not
announced and do not expect to announce in the near future any new products or business segments.
COMPETITIVE CONDITIONS
We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See “Risk
Factors”, “Industry Overview” and “Our Business” on pages 33, 134 and 203, respectively, for further details on competitive
conditions that we face across our various business segments.
SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS OR SUPPLIERS
We depend on a limited number of suppliers for our revenue and operations. For details, see “Risk Factors – Our business and
profitability are dependent on the availability and cost of raw materials and post-harvesting processes. Additionally, we depend
on a few suppliers for supply of raw materials and packaging materials. Any failure to procure raw materials or packaging
materials from these suppliers or any disruption to the timely and adequate supply of raw materials, or disruption to the post-
harvesting processes may adversely impact our business, results of operations and financial condition” on page 35.
SEASONALITY/ CYCLICALITY OF BUSINESS
Our business is seasonal in nature. For details, see “Risk Factors - Our business is sensitive to threats and challenges which
impact the agro-sciences industry, such as seasonal variation and adverse weather conditions which affect the agro-sciences
industry. 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 54.
MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF
OPERATIONS
Except as disclosed elsewhere in this Draft Red Herring Prospectus, there have been no significant developments after March
31, 2025, the date of the last financial statements contained in this Draft Red Herring Prospectus, to the date of filing of this
Draft Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the
value of our assets, or our ability to pay our liabilities within the next 12 months.
376SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings including matters which are at first
information report stage involving our Company, its Subsidiary, its Directors or Promoters; (ii) all actions by any regulatory
authorities and statutory authorities (including any notices by such authorities) against our Company, its Subsidiary, its
Directors or Promoters; (iii) outstanding claims related to direct and indirect taxes, giving the number of cases and total
amount. Provided that if the amount involved in any such claims exceeds the materiality threshold, such matter(s) have been
disclosed on an individual basis; and (iv) other pending litigations involving our Company, Directors, Promoters or Subsidiary
(other than proceedings covered under (i) to (iii) above) as determined to be material by our Board pursuant to the policy on
materiality (“Materiality Policy”) approved by the Board of Directors, in each case involving our Company, Subsidiary,
Promoters and Directors (“Relevant Parties”).
All criminal proceedings involving key managerial personnel and senior management of the Company and actions taken by the
regulatory and statutory authorities against such key managerial personnel and senior management shall also be disclosed.
Further, except disclosed in this section, there are no disciplinary actions including penalties imposed by the SEBI or the stock
exchanges against our Promoters in the last five Fiscals preceding this Draft Red Herring Prospectus including any outstanding
action.
For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following policy
on materiality with regard to outstanding litigation in relation to the Relevant Parties to be disclosed in this Draft Red Herring
Prospectus pursuant to the Board resolution dated August 26, 2025:
a) Monetary threshold: Litigation where the value or expected impact in terms of value, exceeds the lower of the
following:
i) two percent of turnover, as per the latest annual restated consolidated financial information of the Company,
being ₹ 88.30 million; or
ii) two percent of net worth, as per the latest annual restated consolidated financial information of the Company,
except in case the arithmetic value of the net worth is negative, being ₹50.03 million; or
iii) 5 % of average of absolute value of profit or loss after tax being ₹ 24.99 million, for the last three fiscals, as
per the Restated Consolidated Financial Information;
Accordingly, the materiality threshold for disclosures under this section, being the lowest out of the thresholds
mentioned in points (i), (ii) and (iii) above, is ₹ 24.99 million.
b) Subjective threshold: such pending matters which are not quantifiable or do not exceed the monetary threshold,
involving the Relevant Parties, whose outcome, in the opinion of the Board, would materially and adversely affect the
Company’s business, prospects, performance, operations, financial position, reputation or cash flows or the decision
in such a proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount involved
in such proceedings exceeds the threshold, even though the amount involved in an individual proceeding does not
exceed the threshold;
Additional threshold: any findings or observations arising out of any of the inspections by the Securities and Exchange
Board of India or by any other regulator in or outside India, which are outstanding.
Pre-litigation notices received (excluding those notices issued by governmental, statutory, regulatory, judicial, quasi-
judicial, taxation authorities or notices threatening criminal action) by our Company, our Subsidiary, Directors or
Promoters from third parties shall not be considered as litigation unless otherwise decided by the Board or until such
time that any of our Company, our Subsidiary, Directors or Promoters, as the case may be, is impleaded as a party
before any judicial/arbitral forum or unless decided otherwise by the Board of Directors of our Company.
For identification of material creditors, creditors of the Company (except banks and financial institutions from whom
our Company has availed financing facilities) to whom an amount having a monetary value which exceeds 5% of the
total trade payables of our Company as of the end of the most recent period covered in the Restated Consolidated
Financial Information of the Company is outstanding, shall be considered as ‘material’. Accordingly, creditors of our
Company to whom our Company owes an amount exceeding ₹ 25.25 million are considered material (“Material
Creditor”), including the consolidated number of creditors and the aggregate amount involved. Further, for
outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based
377on information available with the Company regarding the status of the creditor as defined under Micro, Small and
Medium Enterprises Development Act, 2006, as amended, read with the rules and notifications thereunder.
I. Litigation involving our Company
A. Litigation filed by our Company
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed by our Company.
Criminal proceedings
1. Our Company has, in the ordinary course of its business, filed 22 complaints against various persons under
Section 138 read with Sections 141 and 142 of the Negotiable Instruments Act, 1881, in relation to dishonour
of cheques. The aggregate amount involved in these matters is ₹ 6.78 million. The matters are pending at
different stages of adjudication before different courts.
B. Litigation filed against our Company
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed against our Company.
Criminal proceedings
1. The Government of Maharashtra through the Seed Inspector & Taluka Agriculture Officer, Bhokardan District
Jalna, Maharashtra (“Complainant”) filed a complaint basis the commission of an offence dated June 8, 2022,
(“Complaint”) against our Company and others (together, the “Accused”) alleging inter alia violation of sections
6(a) and 7(b) of the Seeds Act, 1966 along with rule 7 of the Seed Rule, 1968, punishable under section 19(a) of
the Seeds Act, 1966, pursuant to an inspection of certain samples of hybrid cotton seeds. The Complainant has
alleged that the said samples did not meet the specifications for minimum limits of germination, and subsequently
a show cause notice dated July 22, 2022 was served to the Accused for the same. The matter is currently pending
before the Court of Chief Judicial Magistrate, Bhokardan District, Jalna.
2. The Government of Maharashtra through the seed inspector and agriculture officer, Panchayat Samiti, Phulambri
(“Complainant”) filed a complaint dated September 18, 2021 (“Complaint”) against our Company and others
(together, the “Accused”) alleging inter alia violation of Section 6(a) & 7(b) of the Seeds Act, 1966 and Rule 7,
9 & 10 of the Seed Rules, 1968, punishable under Section 19(a)(1) of the Seeds Act 1966, pursuant to an
inspection of certain samples of hybrid cotton seed. The Complainant has alleged that the said samples were
substandard, and did not meet the specifications for minimum limits of germination. A show-cause notice was
served to the Accused on July 31, 2021. The matter is currently pending before the Judicial Magistrate First Class,
Phulambri District, Aurangabad.
3. The State of Telangana through the Assistant Director of Agriculture, Urban Malkajgiri Division, Medchal -
Malkajgiri District, Telangana State (“Complainant”) filed a chargesheet dated August 27, 2020 (“Complaint”)
against our Company and others (together, the “Accused”) alleging inter alia violation of Section 7(b) read with
Section 19 of the Seeds Act, 1966 and sub-clause (c) of clause 13 of the Seeds (Control) Order, 1983, pursuant
to an inspection of certain samples of maize seeds. The Complainant has alleged that the said samples did not
meet the specifications for minimum limits of germination. A show-cause notice was then issued to the Accused
on May 30, 2020 seeking an explanation for the contravention of the minimum germination standard. Our
Company submitted a reply in response to the chargesheet filed on July 15, 2025. The matter is currently pending
before the Court of the Metropolitan Magistrate, Rangareddy District, Hyderabad L.B. Nagar, Cyberabad.
4. The Government of Maharashtra through the Seed Inspector cum Taluka Agriculture Officer, Daryapur
(“Complainant”) filed a complaint dated December 12, 2019 (“Complaint”) against our Company and others
(together, the “Accused”) alleging inter alia violation of Sections 12(1), 12(2)(d), and 12(2)(f), punishable under
Section 13(2) of the Maharashtra Cotton Seeds (Regulation of Supply, Distribution, Sale and Fixation of Sale
Price) Act, 2009, pursuant to an inspection of certain samples of Non BT cotton seed. The Complainant has
alleged that the sample that was sent for analysis to the Seed Testing Laboratory, Nagpur was a Non-BT seed
sample, however on testing it showed it was BT Positive, and thus failed the test. The matter is currently pending
before the Court of the Judicial Magistrate, First Class, Daryapur.
3785. The Government of Maharashtra through the Seed Inspector and District Quality Control Inspector, Aurangabad
(“Complainant”) filed a complaint dated September 25, 2019 (“Complaint”) against our Company and others
(together, the “Accused”) alleging inter alia violation of Sections 7(B) of the Seeds Act, 1966 and Section
13(1)(c) of the Seeds (Control) Order, 1983, pursuant to an inspection of certain samples of Non BT hybrid cotton
seed. The Complainant has alleged that the sample that was sent for analysis to the Seed Testing Laboratory,
Nagpur was a Non-BT seed sample, however on testing it showed it was BT Positive, and thus failed the test. A
show cause notice was served to the Accused on July 18, 2019. The Company submitted a reply to the show
cause notice on August 1, 2019. The matter is currently pending before the Court of the Judicial Magistrate, First
Class, Gangapur, District Aurangabad.
6. The Government of Telangana through the Assistant Director of Agriculture & Seed Inspector, Gajwel, Siddipet
District (“Complainant”) filed a complaint dated November 28, 2019 (“Complaint”) against our Company and
others (together, the “Accused”) alleging inter alia violation of section 7(b) read with section 19 of the Seeds
Act, 1966 and clause 13(c) of the Seeds (Control) Order, 1983, pursuant to an inspection of certain samples of
hybrid cotton seeds. The Complainant has alleged that the said samples did not meet the specifications for
minimum limits of germination. A show cause notice was served to the Accused on November 4, 2019. The
matter is currently pending before the Additional Judicial First Class Magistrate, Sangareddy, Medak District.
7. The Government of Maharashtra through the Seed Inspector & Agriculture Officer, Panchayat Samiti, Jafrabad,
District Jalna, Maharashtra (“Complainant”) filed a complaint dated December 4, 2024 (“Complaint”) against
our Company and others (together, the “Accused”) alleging inter alia violation of sections 6(a) and 7(b) of the
Seeds Act, 1966 along with rules 7 and 10 of the Seeds Rules, 1968, punishable under section 19(a)(i) of the
Seeds Act, 1966, pursuant to an inspection of certain samples of hybrid cotton seeds. The Complainant has alleged
that the said samples did not meet the specifications for minimum limits of germination, and accordingly a show
cause noticed was issued to the Accused. Our Company has submitted its reply to the show cause notice on July
26, 2024. The matter is currently pending before the Court of Judicial Magistrate First Class, Jafrabad, District
Jalna.
8. The State of Karnataka through the Seed Inspector and Assistant Director of Agriculture, Gauribidanur Taluk,
Chikkaballapur District (“Complainant”) filed a complaint dated April 24, 2024 (“Complaint”) against both
our Company and our Subsidiary (together, the “Accused”) alleging, inter alia, violation of section 6(a) of the
Seeds Act, 1966 and section 8(a) of the Seeds (Control) Order, 1983, punishable under section 19(a) of the Seeds
Act, 1966 and section 7 of the Essential Commodities Act, 1955, pursuant to an inspection in which 25 bags of
sub-standard seeds were allegedly found. The Complainant has alleged that these seeds did not meet the
prescribed standards. Summons have been issued to the Accused, and the matter is currently pending before the
Court of the Principal Civil Judge and JMFC, Chikkaballapur District, Gowribidanur.
9. The Government of Karnataka through the Seed Inspector and Assistant Agriculture Officer, Raitha Sampark
Kendra, Kasaba Shivamogga, Shivamogga (“Complainant”) filed a complaint dated August 2022
(“Complaint”) against our Company and others (together, the “Accused”) alleging, inter alia, violation of section
6(a) of the Seeds Act, 1966 and section 13 of the Seeds (Control) Order, 1983, punishable under section 19(a) of
the Seeds Act, 1966, pursuant to the inspection and sampling of certain hybrid sorghum seeds. The Complainant
has alleged that the said samples were found to be of "low quality" and did not comply with the prescribed
standards for germination as per the Seed Analyst’s report. A notice dated May 23, 2022 along with the Analyst’s
report was issued to the Accused. The matter is currently pending before the Second Additional Civil Judge (J.D.)
in the J.M.F.C. Court, District Shivamogga.
10. The Government of Karnataka through the Agriculture Officer & Seed Inspector, Farmer Contact Centre,
Rattihalli, Hirekerur Taluk, Haveri District (“Complainant”) filed a complaint dated November 24, 2022
(“Complaint”) against our Company and others (together, the “Accused”) alleging inter alia violation of section
6(a) of the Seeds Act, 1966 and section 3(a) of the Seeds (Control) Order, 1983, punishable under section 19(a)
of the Seeds Act, 1966 and section 7 of the Essential Commodities Act, 1955, pursuant to an inspection and
sampling of certain lots of maize seeds. The Complainant has alleged that the said samples did not meet the
specifications for minimum limits of germination as established by the seed analyst's report, and a notice dated
August 4, 2022, was served to the Accused for the same. The matter is currently pending before the Additional
CJ & JMFC Court, Haveri District, Hirekerur.
11. The Government of Maharashtra through the Seed Inspector & Agriculture Officer, Panchayat Samiti, Shirpur,
District Dhule, Maharashtra (“Complainant”) filed a complaint (“Complaint”) basis the commission of an
offence dated June 3, 2023 against our Company and others (together, the “Accused”) alleging inter alia violation
of sections 6(a), 6(b), 7(a), 7(b), and 7(c) of the Seeds Act, 1966 along with clause 8A, 13(1)(c) of the Seeds
(Control) Order, 1983 and rule 10 of the Seeds Rules, 1968, punishable under section 19(a)(1) of the Seeds Act,
1966 and section 7(1)(a)(ii) of the Essential Commodities Act, 1955, pursuant to an inspection of certain samples
379of hybrid cotton seeds. The Complainant has alleged that the said samples did not meet the specifications for
minimum limits of germination. A show cause notice dated August 3, 2023, was served to the Accused for the
same. The matter is currently pending before the Court of Judicial Magistrate, First Class, Dhule District, Shirpur.
12. The Government of Maharashtra through the Seed Inspector and Extension Officer, Panchayat Samiti, Bhadgaon,
District Jalgaon, Maharashtra (“Complainant”) filed a complaint dated October 23, 2023 (“Complaint”) against
our Company and others (together, the “Accused”) alleging inter alia violation of section 7(b) of the Seeds Act,
1966 and section 13(1)(c) of the Seeds (Control) Order, 1983, punishable under section 19(a)(i) of the Seeds Act,
1966, pursuant to an inspection of certain samples of hybrid cotton seeds. The Complainant has alleged that the
said samples did not meet the specifications for minimum limits of germination. A show cause notice dated
September 28, 2023, was served to the Accused for the same. The matter is currently pending before the Judicial
Magistrate First Class, Jalgoan District, Bhadgaon.
13. The Government of Gujarat through the Joint Director of Agriculture, Vadodara and Seed Inspector, Dediapada
Taluka, District Narmada (“Complainant”) filed a complaint dated May 19, 2024 (“Complaint”) against our
Company and others (together, the “Accused”) alleging inter alia violation of sections 6 and 7 of the Seeds Act,
1966 along with Rules 7, 8, 9, 10, and 11 of the Seeds Rules, 1968 and relevant provisions of the Environment
(Protection) Act, 1986, punishable under section 19 of the Seeds Act, 1966 and section 15 of the Environment
(Protection) Act, 1986, pursuant to an inspection of certain samples of cotton seeds. The Complainant has alleged
that the said samples did not conform to the prescribed standards for physical purity and approval, as established
by the seed analysis report. The matter is currently pending before the Principal Senior Civil Judge & Additional
CJM court at Dediapada, Narmada District.
14. The Government of Telangana through the Assistant Director of Agriculture, Vikarabad District and Seed
Inspector, Vikarabad Mandal, Telangana (“Complainant”) filed a complaint dated February 20, 2023
(“Complaint”) against our Company and others (together, the “Accused”) alleging inter alia violation of sections
6(a) and 7(b) of the Seeds Act, 1966 along with clause 13(c) of the Seeds (Control) Order, 1983, punishable under
section 19(a) of the Seeds Act, 1966, pursuant to an inspection of certain samples of hybrid maize seeds. The
Complainant has alleged that the said samples did not meet the specifications for minimum limits of germination.
Show cause notices dated December 22, 2022, were served to the Accused for the same. The matter is currently
pending before the Metropolitan Magistrate, L.B. Nagar, Cyberabad, Hyderabad.
15. The Government of Gujarat through the Seed Inspector & Agriculture Officer, Bhanvad, District Devbhoomi
Dwarka, Gujarat (“Complainant”) filed a complaint dated January 3, 2024 (“Complaint”) against our Company
and others (together, the “Accused”) alleging inter alia violation of sections 6 and 7 of the Seeds Act, 1966 along
with rules 7, 8, 9, 10, and 11 of the Seeds Rules, 1968 and relevant provisions of the Environment (Protection)
Act, 1986, punishable under section 19 of the Seeds Act, 1966 and section 15 of the Environment (Protection)
Act, 1986, pursuant to an inspection of certain samples of cotton seeds. The Complainant has alleged that the
said samples did not meet the prescribed standards for genetic purity, with the analysis report showing the
presence of an unapproved gene and lack of certification. A show cause notice dated January 25, 2024 was served
to the Accused for the same. The matter is currently pending before the Judicial Magistrate First Class, Bhanvad,
Devbhoomi Dwarka District.
16. The Government of Maharashtra through the Seed Inspector & Agriculture Officer, Panchayat Samiti Hadgaon,
District Nanded, Maharashtra (“Complainant”) filed a complaint dated December 20, 2017 (“Complaint”)
against our Company and others (together, the “Accused”) alleging inter alia violation of sections 6(a) and 7(b)
of the Seeds Act, 1966 along with rule 7 of the Seeds Rules, 1968, punishable under section 19(a) of the Seeds
Act, 1966, pursuant to an inspection of certain samples of hybrid non-BT cotton seeds. The Complainant has
alleged that the said samples did not meet the prescribed specification for minimum limits of BT protein as stated
on the label, and a show cause notice dated August 22, 2017 was served to the Accused in this regard. The matter
is currently pending before the Judicial Magistrate First Class, Hadgaon.
17. A first information report dated July 16, 2022 was filed by Jamuna Prasad, proprietor of Guru Kripa Beej Bhandar
(“Complainant”), against our Company and others (the “Accused”). The Complainant is a dealer for our
Company and alleged fraudulent conduct, criminal breach of trust, and conspiracy on the part of the Accused in
connection with the supply, payment, and pricing of various maize seed varieties during 2017 and 2018. The
Complainant alleged that pursuant to an advance booking scheme launched on behalf of our Company, the
Accused, specifically through the actions of Dinesh Kumar Gangwar and Chetna Gangwar, partners of Shrikar
Seeds, manipulated the pricing structure and received payments from the Complainant into their personal
accounts. It further alleged that the Accused failed to provide the appropriate discounts and misappropriated funds
to their own benefit, leading to a financial loss of ₹ 1,571,977. Subsequently, the Complainant initiated
proceedings against our Company under Section 156(3) of the Code of Criminal Procedure before the Chief
Judicial Magistrate, Badaun, seeking registration of a case for offences under Sections 406, 420, 467, 468, and
380471 of the Indian Penal Code. Consequently, FIR No. 0345/2022 was registered at Kotwali Police Station, Badaun
reflecting allegations of criminal breach of trust, cheating, and forgery against Chetna Gangwar and Dinesh
Kumar Gangwar. The Complainant also initiated a civil suit before the Civil Judge (Senior Division), Badaun,
seeking recovery of the alleged financial losses from all of the Accused. The matter is currently pending before
the Civil Judge (Senior Division), Badaun.
18. The Chief Executive Officer of ACSEN Agriscience Private Limited, through the Doddaballapura Rural Police
Station, Karnataka (“Complainant”), filed a first information report dated April 30, 2025 (“Complaint”) against
our Company, its Promoters, Dr. Srinivasa Rao Linga and Usha Rani Papineni, and its Directors, Linga Krishna
Santosh and Linga Mallikharjuna Rao, (together, the “Accused”), alleging, inter alia, theft of parent seeds and
proprietary genetic material, misappropriation of confidential information, and sale of seeds with identical DNA
profiles to the Complainant’s proprietary varieties, causing alleged financial loss. It is alleged that Mr. V.
Manjunath, who was earlier the Vice President (Supply Chain Management) at the Complainant company, in
collusion with other former employees, orchestrated the aforesaid acts after joining the Accused company. The
FIR was registered for offences under sections 303, 316, 317, 318, 336, 337, 340(2), and 62 of the Bharatiya
Nyaya Sanhita, 2023. Pursuant to the application for anticipatory bail by Dr. Srinivasa Rao Linga, Usha Rani
Papineni and Linga Mallikharjuna Rao, the High Court of Karnataka, by order dated June 30, 2025, granted
anticipatory bail, and by order dated July 9, 2025, stayed further investigation in this matter until the next date of
hearing. The matter is currently pending before the High Court of Karnataka.
Actions by regulatory and statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against
our Company.
Inspections by SEBI or any other regulator
As on the date of this Draft Red Herring Prospection, there are no findings or observations arising out of any of the
inspections by the SEBI or by any other regulator in or outside India, which are outstanding.
Material tax litigation
1. The Income Tax Department (“ITD”) raised a tax intimation under Section 143(1) of the Income Tax Act, 1961
(“Act”) against our Company on March 16, 2023, subsequent to which our Company submitted a rectification
request dated August 1, 2024. A rectification order for an amount of ₹ 42.34 million was then raised under Section
154 of the Act against our Company for the assessment year 2022-2023, on the portal of the ITD. Our Company
submitted a response dated December 21, 2024 on the portal, stating that the rectification order failed to consider
the exemption amounting to ₹ 142.99 million claimed by the Company in the income tax returns filed on August
1, 2024. As a result, while assessing the rectification order, the taxable income has been erroneously determined,
and this has therefore resulted in an overstatement of taxable income. The Company has submitted that after
considering the exemption, the taxable income of the Company has reduced from ₹ 212.62 million to ₹ 69.62
million; and has therefore requested the ITD to process a revised rectification order. The matter is currently
pending.
II. Litigation involving our Subsidiary
A. Litigation filed by our Subsidiary
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed by our Subsidiary.
Criminal proceedings
1. Our Subsidiary has, in the ordinary course of business, filed 72 complaints against various persons under Section
138 read with Sections 141 and 142 of the Negotiable Instruments Act, 1881 in relation to dishonor of cheques.
The aggregate amount involved in these matters is ₹ 19.87 million. The matters are pending at different stages of
adjudication before different courts.
B. Litigation filed against our Subsidiary
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed against our Subsidiary.
381Criminal proceedings
Other than as disclosed in “Outstanding Litigations and Material Developments – Litigation against our Company –
Criminal Proceedings” on page 378 and as disclosed below, there are no material criminal litigations filed against our
Subsidiary as on the date of this Draft Red Herring Prospectus:
1. The State of Telangana through the Assistant Director of Agriculture (R), Kalwakurthy Division and
Nagarkurnool District (“Complainant”) filed a complaint dated March 7, 2025 (“Complaint”) against our
Subsidiary and others (together, the “Accused”) alleging inter alia contravention of clause 19(a)(c)(iii) of the
Fertilizer Control Order, 1985 and section 7(1)(a)(ii) of the Essential Commodities Act, 1955, pursuant to the
inspection and sampling of certain fertilizer lots. The Complainant has alleged that the said samples were found
to be non-standard and failed to meet the specifications for water soluble phosphorous content as established by
the laboratory analysis. A show cause notice dated 10 February 2025 was served to the Accused for the same.
The matter is currently pending before the Court of the Principal Judicial Magistrate First Class, Mahabubnagar.
2. The Government of Maharashtra through the Agriculture Officer and Field Inspector, Panchayat Samiti, Parli,
District Beed, Maharashtra (“Complainant”) filed a complaint (“Complaint”) basis the commission of an
offence dated November 11, 2021, against our Subsidiary and others (together, the “Accused”) alleging inter alia
violation of sections 13(2) and 19(1)(a) of the Fertilizer (Control) Order, 1985, punishable under section
7(1)(a)(2) of the Essential Commodities Act, 1955, pursuant to an inspection of certain samples of a fertilizer
manufactured by our Subsidiary. The Complainant has alleged that the said samples did not meet the
specifications for chemical content as required, with both the primary test and subsequent re-examination by
government laboratories declaring the samples not of the prescribed standard. The matter is currently pending
before the City Civil Court, Parli Vaidyanath, District Beed.
3. A criminal appeal was filed by Vijaya Agencies (“Appellant”) Metropolitan Sessions Judge, R.R. District at L.B.
Nagar, challenging the conviction under Section 138 of the Negotiable Instruments Act, 1881. The Appellant was
convicted by order dated April 13, 2018, by the Special Magistrate at Hasthinapuram, and was sentenced to
undergo three months simple imprisonment and to pay compensation of ₹ 0.12 million to our Subsidiary
(“Respondent”) under Section 357(3) of the Code of Criminal Procedure, 1973. The appeal challenges the
judgment on grounds that the lower court gave excessive weight to the testimony of the Respondent and failed to
consider that the Accused had raised a probable defence sufficient to create doubt regarding the existence of a
legally enforceable debt. The matter is currently pending before the Metropolitan Sessions Judge, R.R. District
at L.B. Nagar.
4. A criminal appeal was filed by Sri Lakshmi Enterprises and its proprietor (“Appellant”) before the Metropolitan
Sessions Judge, Ranga Reddy District at L.B. Nagar, challenging the conviction under Section 138 of the
Negotiable Instruments Act, 1881. The Appellant was convicted by judgment dated September 15, 2018, by the
Special Magistrate Hasthinapuram Ranga Reddy District, and was sentenced to undergo three months simple
imprisonment and to pay a compensation of ₹ 0.14 million to our Subsidiary (“Respondent”) under Section
357(1) of the Code of Criminal Procedure, 1973. The appeal challenges the judgment on grounds that the lower
court gave undue weight to the evidence of the Respondent and failed to consider that the Accused had rebutted
the presumption of a legally enforceable debt, contending that the cheque in question was issued only for security
purposes and that no liability existed. The matter is currently pending before the Metropolitan Sessions Judge,
Ranga Reddy District at L.B. Nagar.
5. A criminal appeal was filed by Anjani Sai Traders (“Appellant”) and its proprietor before the Metropolitan
Sessions Judge, Cyberabad at L.B. Nagar, challenging the conviction under Section 138 of the Negotiable
Instruments Act, 1881. The Appellant was convicted by judgment dated March 22, 2018, by the Special
Magistrate at Hastinapuram, Ranga Reddy District, and was sentenced to undergo three months simple
imprisonment and to pay compensation of ₹ 0.22 million to our Subsidiary (“Respondent”) under Section 357
of the Code of Criminal Procedure, 1973. The appeal challenges the judgment on grounds that the lower court
gave excessive weight to the testimony of the Respondent and failed to consider that the Accused was not afforded
the opportunity to cross-examine witnesses and that the existence of a legally enforceable debt was not
established. The matter is currently pending before the Metropolitan Sessions Judge, Cyberabad at L.B. Nagar.
6. A criminal appeal was filed by Sindu Seeds & Pesticides (“Appellant”) and its proprietor before the District and
Sessions Judge, Ranga Reddy District at L.B. Nagar, challenging the conviction under Section 138 of the
Negotiable Instruments Act, 1881. The Appellant was convicted by judgment dated March 6, 2017, by the Special
Magistrate at Hastinapuram, Ranga Reddy District, and was sentenced to undergo six months simple
imprisonment and to pay a fine of ₹ 0.27 million to our Subsidiary (“Respondent”), with the amount to be
awarded as compensation under the Code of Criminal Procedure, 1973. The appeal challenges the judgment on
grounds that the lower court erroneously convicted the Appellant without proper appreciation of evidence, gave
382excessive weight to the testimony and documents produced by the Respondent, and failed to consider that the
Accused had raised a probable defence sufficient to create doubt regarding the existence of a legally enforceable
debt, asserting that the cheque in question was issued only as security and not in discharge of a liability. The
matter is currently pending before the District and Sessions Judge, Ranga Reddy District at L.B. Nagar.
7. A criminal appeal was filed by Sri Gowri Chemicals and its proprietor (“Appellant”), before the Metropolitan
Sessions Judge, R.R. District at L.B. Nagar, challenging the conviction under Section 138 of the Negotiable
Instruments Act, 1881. The Appellant was convicted by judgment dated April 6, 2018, passed in C.C. No.
47/2017 by the VI Special Magistrate, Hastinapuram, R.R. District, and was sentenced to suffer simple
imprisonment for six months. Further, the Appellant was ordered to pay a cheque amount of ₹ 0.36 million to our
Subsidiary (“Respondent”) as compensation under Section 357(3) of the Code of Criminal Procedure, 1973,
with a default sentence of one month simple imprisonment. The appeal challenges the judgment on grounds, that
the cheque was issued as a security and not in discharge of a legally enforceable debt, and that the Appellant had
already cleared the entire outstanding amounts to the Respondent. The matter is currently pending before the
Metropolitan Sessions Judge, R.R. District at L.B. Nagar.
8. The State Government of Andhra Pradesh, through the Assistant Director of Agriculture, Macherla
(“Complainant”), filed a complaint dated February 13, 2024 (“Complaint”) against our Subsidiary and others
(together, the “Accused”) alleging, inter alia, contravention of clause 19(a)(b) of the Fertilizer (Control) Order,
1985 and section 7(1)(a)(ii) of the Essential Commodities Act, 1955, pursuant to the inspection and sampling of
certain fertilizer lots. The Complainant has alleged that the said samples were found to be non-standard and failed
to meet the prescribed specifications, as established by laboratory analysis. A show cause notice dated January
17, 2023 and a reminder dated November 22, 2023 were served to the Accused for the same. Our Subsidiary filed
replies dated December 12, 2023 and January 2, 2024 stating that their products had not been found non-
compliant in the past, and requested re-analysis of the referee sample. The matter is currently pending before the
Court of the Additional Junior Civil Judge, Guntur.
9. The Fertilizer Inspector and Assistant Director of Agriculture, Bagalkote (“Complainant”), filed a private
complaint dated August 11, 2023 (“Complaint”) against our Subsidiary and others (together, the “Accused”)
alleging, inter alia, contravention of Sections 7(1) A(i and ii) of the Essential Commodities Act, 1955 and clauses
2(h), 2(q), and 19(c) of the Fertilizer (Control) Order, 1985, pursuant to an inspection and sampling of certain
fertilizer lots. The Complainant has alleged that the said samples were found to be non-standard and failed to
meet the prescribed specifications. The ACJ & JMFC, Badami has taken cognizance of the matter and issued
summons to the Accused. The matter is currently pending.
10. Pursuant to the order dated July 17, 2025 passed by Civil Judge and Judicial Magistrate First Class, Periyapatna,
Mysore District, Karnataka, (“Court”) our Subsidiary and our Promoters (collectively, “Accused”) have been
punished with a fine of ₹ 0.03 million for violation of Section 18 read with Section 36(1) of the Legal Metrology
Act, 2009, failing which they would be liable to imprisonment for a period of upto 3 months. Subsequently, our
Subsidiary has made payment of ₹ 0.03 million on July 17, 2025. The matter is currently pending.
III. Litigation involving our Directors
A. Litigation filed by our Directors
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed by our Directors.
Criminal proceedings
Other than as disclosed under the section titled “Outstanding Litigations and Material Developments – Litigation
against our Company – Criminal Proceedings” on page 378, there are no criminal litigations filed by our Directors as
on the date of this Draft Red Herring Prospectus.
B. Litigation filed against our Directors
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed against our Directors.
Criminal proceedings
383Other than as disclosed under the sections titled “Outstanding Litigations and Material Developments – Litigation
against our Company – Criminal Proceedings” and “Outstanding Litigations and Material Developments – Litigation
against our Subsidiary – Criminal Proceedings” on pages 378 and 382 respectively, there are no criminal litigations
filed against our Directors as on the date of this Draft Red Herring Prospectus.
Actions by regulatory and statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against
our Directors.
IV. Litigation involving our Promoters
A. Litigation filed by our Promoters
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed by our Promoters.
Criminal proceedings
Other than as disclosed under the section titled “Outstanding Litigations and Material Developments – Litigation
against our Company – Criminal Proceedings” on page 378, there are no criminal litigations filed by our Promoters
as on the date of this Draft Red Herring Prospectus.
B. Litigation filed against our Promoters
Material civil litigation
As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed against our Promoters.
Criminal proceedings
Other than as disclosed under the sections titled “Outstanding Litigations and Material Developments – Litigation
against our Company – Criminal Proceedings” and “Outstanding Litigations and Material Developments – Litigation
against our Subsidiary – Criminal Proceedings” on pages 378 and 382 respectively, there are no criminal litigations
filed against our Promoters as on the date of this Draft Red Herring Prospectus.
Actions by regulatory and statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against
our Promoters.
Disciplinary actions including penalty imposed by the SEBI or Stock Exchanges against our Promoters in the last five
Fiscals
As on the date of this Draft Red Herring Prospectus, there are no disciplinary actions including penalty imposed by
SEBI or Stock Exchanges in the last five fiscals against our Promoters.
V. Litigation involving our Key Managerial Personnel and Senior Management
Criminal proceedings
Since the Promoters of our Company are also the KMPs of the Company, other than as disclosed under the sections
titled “Outstanding Litigations and Material Developments – Litigation against our Company – Criminal
Proceedings” and “Outstanding Litigations and Material Developments – Litigation against our Subsidiary –
Criminal Proceedings” on pages 378 and 382 respectively, there are no criminal litigations filed against our KMPs
and SMPs as on the date of this Draft Red Herring Prospectus.
Actions by regulatory and statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against
the Key Managerial Personnel and Senior Management of our Company.
VI. Litigation involving our Group Companies
384As on the date of this Draft Red Herring Prospectus, there is no pending litigation involving our Group Company
which may have a material impact on our Company.
VII. Tax proceedings involving our Company, Subsidiary, Promoters and Directors
Details of outstanding tax proceedings involving our Company, Subsidiary, Promoters and Directors as of the date of
this Draft Red Herring Prospectus are disclosed below:
Nature of proceedings Number of Amount involved*
proceedings (in ₹ million)
Direct Tax
Company 2 68.83
Promoters 1 0.27
Directors (excluding the Promoters) 0 Nil
Subsidiary 1 0.14
Indirect Tax
Company 0 Nil
Promoters 0 Nil
Directors (excluding the Promoters) 0 Nil
Subsidiary 7 11.17
* to the extent quantifiable
VIII. Outstanding dues to creditors
In terms of the Materiality Policy, the creditors to whom the amount due by our Company exceeds 5% of the total
trade payables (i.e., 5% of ₹ 505.05 million which is ₹ 25.25 million) of our Company as per the Restated Consolidated
Financial Information have been considered as Material Creditors of our Company for the purposes of disclosure in
this Draft Red Herring Prospectus. Details of outstanding dues owed to Material Creditors, MSME creditors and other
creditors of our Company based on such determination, as on March 31, 2025, are disclosed below:
Type of creditors* Number of creditors Amount involved
(in ₹ million)
Dues to MSME 26 15.93
Dues to Material Creditors 4 184.29
Dues to other creditors 824 304.83
Total 854 505.05
* As certified by Sarath & Associates, Chartered Accountants (FRN: 005120S), Statutory Auditors, by way of their certificate dated September
3, 2025.
Further, we also confirm that there are no over-dues to Material Creditors as of March 31, 2025.
The details pertaining to outstanding dues to the Material Creditors, along with names and amounts involved for each
such Material Creditor are available on the website of our Company at
https://eldoradoagritech.com/investors/MaterialCreditors.
It is clarified that such details available on our Company’s website do not form a part of this Draft Red Herring
Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on any source of
information including our Company’s website, https://eldoradoagritech.com/, would be doing so at their own risk.
IX. Material Developments since the last balance sheet date
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Material developments after March 31, 2025 that may affect our future results of operations” on page 376, there have
been no material developments, since the date of the last financial statements disclosed in this Draft Red Herring
Prospectus, which materially and adversely affect, or are likely to affect, our operations or 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.
385GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, consents, licenses, registrations and permits issued by relevant governmental,
statutory, and regulatory authorities of the respective jurisdictions under various rules and regulations. We have set out below
an indicative list of material consents, licenses, permissions, registrations, and approvals from the Government of India, various
governmental agencies and other statutory and/or regulatory authorities obtained by our Company and Material Subsidiary
which are considered necessary for the purpose of undertaking our business activities. Other than as stated below, no further
material approvals from any regulatory or statutory authority are required to undertake the Offer or continue such business
and operations. Unless otherwise stated, these material approvals are valid as of the date of this Draft Red Herring Prospectus.
In addition, certain of our material approvals may have expired or may expire in the ordinary course of business, from time to
time. Our Company and Material Subsidiary have either already made an application to the appropriate authorities for renewal
of such material approvals or is in the process of making such renewal applications. Pursuant to the conversion of our Company
into a public limited company, we are also in the process of applying to various regulatory authorities for change in name of
the approvals obtained by us, and have also made applications before various authorities for the change in the name of our
Company, in the ordinary course of business.
In relation to the business activities and operations of our Company and Material Subsidiary, we have disclosed below the
material approvals applied for but not received. We have also set forth below (i) material approvals that have expired and for
which renewal applications have been made (ii) material approvals applied for by our Company and Material Subsidiary but
not received; and (iii) material approvals required but yet to be obtained or applied for by our Company and Material
Subsidiary. For further details in connection with the regulatory and legal framework within which we operate, see the section
titled “Risk Factors – We require certain licenses and permits, including material statutory clearances and approvals in the
ordinary course of business, and the failure to obtain or retain them in a timely manner may materially adversely affect our
operations.” and “Key Regulations and Policies in India” on pages 44 and 238.
A. APPROVALS OBTAINED BY OUR COMPANY
I. Approvals relating to the Offer
For details regarding the approvals and authorisations obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 397.
II. Incorporation details of our Company
For details to the incorporation of our Company, see “History and Certain Corporate Matters – Brief History of Our
Company” on page 247.
III. Material Approvals obtained by our Company in relation to our business and operations
We require various approvals issued by central and state authorities under various rules and regulations to carry on
our business and operations in India. Some of these may expire in the ordinary course of business and applications for
renewal of these approvals are submitted in accordance with applicable procedures and requirements.
(i) Business related approvals
a. Consent to establish and operate under the (i) Water Act; (ii) Water Rules; (iii) Air Act; and (iv) Air
Rules as applicable, issued by the Telangana State Pollution Control Board for our facilities: (i) Seed
Processing Facility (Mallapur); (ii) Cob-Drying Unit (Bandamailaram); and (iii) EAL Facility (IDA
Nacharam);
b. Certificate of registration as an importer under the Plastic Waste Management Rules, 2016, issued
by the Central Pollution Control Board;
c. License to work a factory under the Factories Act issued by the Inspector of Factories, Government
of Telangana for our facilities: (i) Seed Processing Facility (Mallapur); (ii) Cob-Drying Unit
(Bandamailaram); and (iii) EAL Facility (IDA Nacharam);
d. Licenses (along with amendments for additions of variety of seeds) and letters of authorisation to
carry on the sale, distribution and marketing of seeds under the Seeds Order for various states;
e. Permission for commercial sale of BT cotton hybrids in different states, under the Rules for the
Manufacture, Use, Import, Export and Storage of Hazardous Micro-organisms Genetically
Engineered Organisms or Cells, 1989 under the Environment (Protection) Act, 1986 and in
pursuance of approval/ recommendation by the Genetic Engineering Approval Committee or
386Standing Committee for BT cotton hybrids, Government of India, Ministry of Environment and
Forests and the Ministry of Science and Technology;
f. Certificate of authorisation for seed processing for our Seed Processing Facility (Mallapur) issued
by the Telangana State Seed and Organic Certification Authority;
g. Certificate of registration under Rule 27 of the Legal Metrology (Packaged Commodities) Rules,
2011; and
h. Verification certificate under Rule 16(3) of the Legal Metrology (General) Rules, 2011.
(ii) Research and development and quality-control related approvals
a. Certificate of recognition for the In-house R&D Unit of Seeds, issued by the Department of Scientific
and Industrial Research, Ministry of Science and Technology, Government of India;
b. ISO 9001:2015 certification issued for compliance with quality management systems in the scope of
manufacture and supply of seeds, organic and micronutrients for agricultural crops;
(iii) Trade related approvals
a. Registration certificate for Importer-Exporter Code under the Foreign Trade (Development and
Regulation) Act, 1992 issued by the Directorate General of Foreign Trade, Ministry of Commerce
and Industry, Government of India;
b. Udyam registration certificate issued by the Ministry of Micro, Small and Medium Enterprises; and
c. Trade licenses obtained under the laws of the various states where we carry out our operations.
(iv) Tax related approvals
a. Permanent account number under the Income Tax Act issued by the Income Tax Department,
Government of India;
b. Tax deduction and collection account number under the Income Tax Act issued by the Income Tax
Department, Government of India;
c. Professional tax registration certificates, issued under various state legislations where we carry out
our operations; and
d. Goods and services tax registrations under various central and state goods and services tax
legislations.
(v) Labour and employment related approvals
a. Registration under the ESIC Act issued by the Employees State Insurance Corporation, Telangana;
b. Registration under the EPF Act issued by the Employees’ Provident Fund Organisation, India;
c. Certificate of registration as principal employer, under the CLRA Act issued by the labour
department; and
d. Registration under the applicable shops and establishments legislation for our registered and
corporate offices in India, issued by the ministry or department of labour of the relevant state
government.
IV. Material approvals pending in respect of our Company
(i) Material Approvals or renewals applied for but not received:
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no Material
Approvals for which applications are pending:
387Sr. Particulars Object of the Issuing authority Date of application
No. approvals
The Seeds (Control) Order, 1983
1. Application bearing number To exhibit, store and Issuing Authority under January 24, 2025
SL23016092025427. sale of seeds in the the Government of
concerned state. Bihar.
2. Application bearing number To exhibit, store and Issuing Authority under April 29, 2025
3A4EC4E584. sale of seeds in the the Government of
concerned state. Odisha.
Fire no-objection certificate
3. Application bearing number To ensure compliance Telangana Fire Disaster August 2, 2025
588190002025. with the fire safety Response Emergency
requirements for and Civil Defence
continuing operations at Department.
our Seed Processing
Facility (Mallapur).
The Legal Metrology (Packaged Commodities) Rules, 2011
4. Application bearing number To ensure compliance Office of the Controller July 31, 2025
1018310725113632901.* with the metrology of Legal Metrology at
related requirements in Hyderabad.
relation to the packaging
of seeds at our Seed
Processing Facility
(Mallapur).
National Accreditation Board for Testing and Calibration Laboratories
5. Application for first accreditation To secure accreditation National Accreditation June 13, 2025
bearing username nabl045473. for our In-house R&D Board for Testing and
Unit of Seeds to meet Calibration
the requirement of under Laboratories.
the ISO/IEC
17025:2017 standard.
Trade license registrations of various states
6. Application bearing number TL- To carry on our business Issuing Authority under July 26, 2025
CTC-2025-07-26-156976. operations in the the Government of
concerned state. Odisha.
7. Application bearing number PB- To carry on our business Issuing Authority under July 23, 2025
TL-2025-07-23-296543. operations in the the Government of
concerned state. Punjab.
8. Application bearing number To carry on our business Issuing Authority under July 30, 2025
4621012501103692. operations in the the Government of
concerned state. Chhattisgarh.
9. Application bearing number To carry on our business Issuing Authority under July 30, 2025
0871824011. operations in the the Government of
concerned state. Maharashtra.
10. Application bearing number TLA- To carry on our business Issuing Authority under July 28, 2025
2025-3965983. operations in the the Government of
concerned state. Madhya Pradesh.
11. Application bearing number To carry on our business Issuing Authority under July 30, 2025
CAF250A635880. operations in the the Government of West
concerned state. Bengal.
12. Application bearing number To carry on our business Issuing Authority under August 1, 2025
078/25-26/00302. operations in the the Government of
concerned state. Tamil Nadu.
13. Application bearing ROC No. To carry on our business Issuing authority under August 20, 2025
26850-2025-LY operations in the the Government of
concerned state. Andhra Pradesh.
14. Application bearing number To carry on our business Issuing Authority under July 31, 2025
APN300210958. operations in the the Government of
concerned state. Jharkhand.
Professional Tax registrations of various states
15. Application bearing number To ensure compliance Issuing Authority under July 16, 2025
250790562. with the applicable the Government of
labour law requirements Punjab.
in the concerned state.
16. Application bearing number To ensure compliance Issuing Authority under June 24, 2025
99E00385173. with the applicable the Government of
labour law requirements Gujarat.
in the concerned state.
388Sr. Particulars Object of the Issuing authority Date of application
No. approvals
17. Application bearing number To ensure compliance Issuing Authority under July 15, 2025
000005326748. with the applicable the Government of
labour law requirements Maharashtra.
in the concerned state.
The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
18. Letter dated August 21, 2025.** To ensure compliance The Employees’ August 21, 2025
with the applicable Provident Organisation.
labour law requirements
at our Seed Processing
Facility (Mallapur).
Shops & Establishments licenses of various states
19. Application bearing number To ensure compliance Issuing Authority under August 4, 2025
4622012501103359. with the applicable the Government of
labour law requirements Chhattisgarh.
in the concerned state.
20. Application bearing number To ensure compliance Issuing Authority under April 5, 2025
103488892503. with the applicable the Government of
labour law requirements Maharashtra.
in the concerned state.
21. Application bearing number To ensure compliance Issuing Authority under June 4, 2024
TBSE_REG/2025/05233. with the applicable the Government of
labour law requirements Bihar.
in the concerned state.
22. Application bearing number To ensure compliance Issuing Authority under March 12, 2025
1182113. with the applicable the Government of
labour law requirements Haryana.
in the concerned state.
23. Application bearing number To ensure compliance Issuing Authority under March 17, 2025
3A48166BF7. with the applicable the Government of
labour law requirements Odisha.
in the concerned state.
24. Application bearing number To ensure compliance Issuing Authority under March 7, 2025
SCG125030700311952. with the applicable the Government of
labour law requirements Punjab.
in the concerned state.
*While our Company possesses a valid and subsisting registration under Rule 27 of the Legal Metrology (Packaged Commodities) Rules,
2011, we have made an application for updating the address to our Seed Processing Facility (Mallapur).
**While our Company possesses a valid and subsisting registration under The Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, we have made an application for updating the address to our Seed Processing Facility (Mallapur).
(ii) Material Approvals expired and not applied for renewal:
As on the date of this Draft Red Herring Prospectus, there are no Material Approvals which have expired,
and renewal is to be applied for.
(iii) Material Approvals required and yet to be applied for:
As on the date of this Draft Red Herring Prospectus, there are no Material Approvals required but not obtained
or applied for.
V. Intellectual Property
Trademarks
As on the date of this Draft Red Herring Prospectus, our Company has obtained 23 trademarks registered under various
classes including and have made applications for 242 trademarks, out of which 12 applications have been
objected, that are currently pending and are under various stages of approval.
B. APPROVALS OBTAINED BY OUR MATERIAL SUBSIDIARY
I. Incorporation details of Srikar Biotech Private Limited
a. The CIN of our Material Subsidiary is U85100AP2008PTC059337;
389b. Certificate of incorporation dated May 26, 2008 issued by the Assistant Registrar of Companies, Andhra
Pradesh to Srikar Biotech Private Limited.
II. Material Approvals obtained by our Material Subsidiary in relation to its business and operations
Our Material Subsidiary require various approvals issued by central and state authorities under various rules and
regulations to carry on our business and operations in India. Some of these may expire in the ordinary course of
business and applications for renewal of these approvals are submitted in accordance with applicable procedures and
requirements.
(i) Business related approvals obtained by our Material Subsidiary
a. Consent to establish and operate under the (i) Water Act; (ii) the Air Act; and (iii) the Hazardous
Waste Rules issued by the Telangana State Pollution Control Board for our Crop Care Products
Manufacturing Facility (IDA Nacharam);
b. Certificate of registration as an importer under the Plastic Waste Management Rules, 2016, issued
by the Central Pollution Control Board;
c. License to work a factory under the Factories Act issued by the Inspector of Factories, Government
of Telangana for the facilities: (i) Crop Care Products Manufacturing Facility (IDA Nacharam); and
(ii) SBPL Facility (Nacharam);
d. Licenses and letters of authorisation to sell, stock, or exhibit for sale or distribute insecticides under
the Insecticides Act and the Insecticides Rules for various states;
e. Licenses and letters of authorisation to carry on the sale, distribution and marketing of fertilizers
under the Fertilizer Order for various states;
f. Certificate of registration under Rule 27 of the Legal Metrology (Packaged Commodities) Rules,
2011; and
g. Verification certificate under Rule 16(3) of the Legal Metrology (General) Rules, 2011.
(ii) Research and development and quality-control related approvals obtained by our Material Subsidiary
a. Certificate of recognition for the In-house R&D Unit of Crop Care Verticals located at our Crop
Care Products Manufacturing Facility (IDA Nacharam) issued by the Department of Scientific and
Industrial Research, Ministry of Science and Technology, Government of India; and
b. ISO 9001:2015 certification issued for compliance with quality management systems in the scope
of manufacture and supply of agriculture bio products, organic manures, pesticides and
micronutrients.
c. Certificate of accreditation in the field of ‘testing’ for the In-house R&D Unit of Crop Care Verticals
located at our Crop Care Products Manufacturing Facility (IDA Nacharam), issued by the National
Accreditation Board for Testing and Calibration Laboratories.
(iii) Trade related approvals obtained by our Material Subsidiary
a. Registration certificate for Importer-Exporter Code under the Foreign Trade (Development and
Regulation) Act, 1992 issued by the Directorate General of Foreign Trade, Ministry of Commerce and
Industry, Government of India;
b. Udyam registration certificate issued by the Ministry of Micro, Small and Medium Enterprises; and
c. Trade licenses obtained under the laws of the various states where we carry out our operations;
(iv) Tax related approvals obtained by our Material Subsidiary
a. Permanent account number under the Income Tax Act issued by the Income Tax Department,
Government of India;
b. Tax deduction and collection account number under the Income Tax Act issued by the Income Tax
Department, Government of India
390c. Professional tax registration certificates, issued under various state legislations where we carry out
our operations; and
d. Goods and services tax registrations under various central and state goods and services tax
legislations.
(v) Labour related approvals obtained by our Material Subsidiary
a. Registration under the ESIC Act issued by the Employees State Insurance Corporation, Telangana;
b. Registration under the EPF Act issued by the Employees’ Provident Fund Organisation, India;
c. Certificate of registration as principal employer under the CLRA Act issued by the Labour
Department, Government of Telangana; and
d. Registration under the applicable shops and establishments legislation for various states issued by
the ministry or department of labour of the relevant state government.
III. Material approvals pending in respect of our Material Subsidiary
(i) Material Approvals or renewals applied for but not received:
Sr. Particulars Object of the Issuing authority Date of application
No. approvals
The Insecticides Act, 1968 and the Insecticides Rules, 1971
1. Application bearing number 2024/S- To exhibit, store Issuing authority April 29, 2025
50/310/01-01-1970/PERMANENT. and sale of under the
insecticides in the Government of
concerned state. Chhattisgarh.
The Fertilizer (Inorganic, Organic or Mixed) (Control) Order, 1985
2. Application bearing number To exhibit, store Issuing authority August 21, 2025
ODFE2025MAN450. and sale of under the
fertilizers in the Government of
concerned state. Odisha.
3. Application bearing number To exhibit, store Issuing authority August 20, 2025
175571692837630863335. and sale of under the
fertilizers in the Government of
concerned state. West Bengal.
The Air (Prevention and Control of Pollution) Act, 1981 and the Water (Prevention and Control of Pollution) Act,
1974
4. Application bearing number 6119436. To ensure Telangana August 21, 2025
compliance with Pollution Control
environmental Board.
and pollution
control
requirements for
setting up the
SBPL Facility
(Nacharam).
Fire no-objection certificate
5. Application bearing number To ensure Telangana Fire August 21, 2025
593410002025. compliance with Disaster Response
fire safety Emergency and
requirements for Civil Defence
the Department.
commencement of
operations at our
SBPL Facility
(Nacharam).
Trade license registrations of various states
6. Application bearing number TL-CTC- To carry on our Issuing authority July 26, 2025
2025-07-26-156978. business under the
operations in the Government of
concerned state. Odisha.
7. Application bearing number PB-TL-2025- To carry on our Issuing authority July 25, 2025
07-25-296788. business under the
operations in the Government of
concerned state. Punjab.
391Sr. Particulars Object of the Issuing authority Date of application
No. approvals
8. Application bearing number To carry on our Issuing authority July 30, 2025
4621012501103694. business under the
operations in the Government of
concerned state. Chhattisgarh.
9. Application bearing number 0871824024. To carry on our Issuing authority July 30, 2025
business under the
operations in the Government of
concerned state. Maharashtra.
10. Application bearing number TLA-2025- To carry on our Issuing authority July 30, 2025
3975675. business under the
operations in the Government of
concerned state. Madhya Pradesh.
11. Application bearing number To carry on our Issuing authority July 26, 2025
CAF250A624313. business under the
operations in the Government of
concerned state. West Bengal.
12. Application bearing number To carry on our Issuing authority July 31, 2025
APN300210957. business under the
operations in the Government of
concerned state. Jharkhand.
13. Application bearing number To carry on our Issuing authority Both dated August 22,
1311201L2225H101 and letter dated business under the 2025
August 22, 2025. operations in the Government of
concerned state. Himachal
Pradesh.
Professional Tax registrations of various states
14. Application bearing number 2507540825. To ensure Issuing authority July 17, 2025
compliance with under the
the applicable Government of
labour law Punjab.
requirements in
the concerned
state.
15. Application bearing number 99E0038231. To ensure Issuing authority July 2, 2025
compliance with under the
the applicable Government of
labour law Gujarat.
requirements in
the concerned
state.
16. Letter dated August 7, 2025.* To ensure Issuing authority August 7, 2025
compliance with under the
the applicable Government of
labour law Telangana.
requirements in
the concerned
state.
17. Letter dated August 25, 2025.** To ensure Issuing authority August 25, 2025
compliance with under the
the applicable Government of
labour law Maharashtra.
requirements in
the concerned
state.
Shops & Establishments licenses of various states
18. Application bearing number To ensure Issuing authority August 4, 2025
4622012501103363. compliance with under the
the applicable Government of
labour law Chhattisgarh.
requirements in
the concerned
state.
19. Application bearing number To ensure Issuing authority June 7, 2025
TBSE_REG/2025/05239. compliance with under the
the applicable Government of
labour law Bihar.
requirements in
392Sr. Particulars Object of the Issuing authority Date of application
No. approvals
the concerned
state.
20. Application bearing number 1217525. To ensure Issuing authority June 10, 2025
compliance with under the
the applicable Government of
labour law Haryana.
requirements in
the concerned
state.
21. Application bearing number To ensure Issuing authority June 11, 2025
SCG125061100391249. compliance with under the
the applicable Government of
labour law Punjab.
requirements in
the concerned
state.
22. Application bearing number 330111- To ensure Issuing authority June 10, 2025
352952. compliance with under the
the applicable Government of
labour law Tamil Nadu.
requirements in
the concerned
state.
23. Application bearing number To ensure Issuing authority August 22, 2025
8201L2225124H115. compliance with under the
the applicable Government of
labour law Himachal
requirements in Pradesh.
the concerned
state.
24. Application bearing number To ensure Issuing authority June 1, 2025
SEA25061000114. compliance with under the
the applicable Government of
labour law Jharkhand.
requirements in
the concerned
state.
25. Application bearing number To ensure Issuing authority August 21, 2025
NAB/OBSCE/NRC/2025/011333. compliance with under the
the applicable Government of
labour law Odisha.
requirements in
the concerned
state.
26. Application bearing number To ensure Issuing authority June 10, 2025
105708824503. compliance with under the
the applicable Government of
labour law Maharashtra.
requirements in
the concerned
state.
*While our Material Subsidiary possesses a valid and subsisting professional tax registration for the state of Telangana, we have made
an application for updating the address of the registered office of our Material Subsidiary.
**While our Material Subsidiary possesses a valid and subsisting professional tax registration for the state of Maharashtra, we have
made an application for updating the name of our Material Subsidiary.
(ii) Material Approvals expired and not applied for renewal:
As on the date of this Draft Red Herring Prospectus, there are no Material Approvals which have expired,
and renewal is to be applied for.
393(iii) Material Approvals required and yet to be applied for:
Sr. Nature of approvals Location Object of the Issuing authority
No. approvals
1. Trade license Jammu & Kashmir To carry on our Issuing authority
business operations in under the
the concerned state. Government of
Jammu & Kashmir.
IV. Intellectual Property
Trademarks
As on the date of this Draft Red Herring Prospectus, our Material Subsidiary has obtained 10 trademarks registered
under various classes and have made applications for 264 trademarks, out of which three applications have been
objected, that are currently pending and are under various stages of approval.
Patents
As on date of this Draft Red Herring Prospectus, our Material Subsidiary has filed for nine patent applications which
are currently pending and under various stages of approval.
For risks associated with intellectual property, see, “Risk Factors –The logo and the words
“Eldorado Agritech” and “Eldorado” used by our Company are not registered under the Trade Marks Act, 1999.
Failure to protect our intellectual property rights may adversely affect our competitive business position, financial
condition and profitability.” and “Risk Factors – Any failure to protect our processes and proprietary technologies,
product patents or our intellectual property rights may have an adverse effect on our business, financial condition,
and results of operations.” on pages 52 and 56.
394OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than promoter(s) and
subsidiaries with which there were related party transactions during the period for which financial information is disclosed, as
covered under applicable accounting standards, and (ii) any other companies considered material by the board of directors of
the relevant issuer company.
In respect of (ii) above, pursuant to the Materiality Policy a company has been identified as a group company if: (i) such
company is a member of the promoter group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations; and (ii) our
Company has entered into one or more transactions with such company during the last fiscal year, in respect of which Restated
Consolidated Financial Information are included in the Offer Documents, which cumulatively exceeds 10% of the total income
of our Company for the last fiscal year derived from the Restated Consolidated Financial Information, and any other company
as may be identified as material by the Board.
Accordingly, in terms of the Materiality Policy, our Board by way of its resolution dated August 26, 2025, has resolved that as
on the date of this Draft Red Herring Prospectus, following are the Group Companies of our Company in terms of the SEBI
ICDR Regulations:
1. Srikar Packages Private Limited
2. Srikar Organics (India) Private Limited
Details of our Group Companies
Srikar Packages Private Limited
Corporate Information
The registered office of Srikar Packages Private Limited is situated at Plot No.A11 & A12/1, IDA Nacharam, Medchal,
Hyderabad, Telangana, 500076.
Srikar Organics (India) Private Limited
Corporate Information
The registered office of Srikar Organics (India) Private Limited is situated at Shed-3, Plot No. A11 & A12/1, IDA Nacharam,
Medchal, Hyderabad, Telangana, 500076.
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation reserve); (ii)
sales; (iii) profit/(loss) after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, of our top five
Group Companies determined on the basis of their annual turnover, based on their respective audited financial statements and
management certified accounts for the preceding three years shall be hosted on the following websites:
S. No. Group Companies Website
1. Srikar Packages Private Limited https://eldoradoagritech.com/investors/GroupCompanyFinancials
2. Srikar Organics (India) Private Limited https://eldoradoagritech.com/investors/GroupCompanyFinancials
Our Company has provided links to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of the Group Companies and other information provided on the websites given above
does not constitute a part of this Draft Red Herring Prospectus. The information provided on the websites given above should
not be relied upon or used as a basis for any investment decision.
Neither our Company nor any of the BRLMs or the Promoter Selling Shareholders or any of 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 above.
Nature and extent of interests of our Group Companies
In the promotion of our Company
None of our Group Companies have any interest in the promotion or formation of our Company.
395In the properties acquired by our Company in the past three years before filing this Draft Red Herring Prospectus or
proposed to be acquired by our Company
Our Group Companies are not interested in any property acquired by our Company in the three years preceding the date of this
Draft Red Herring Prospectus or proposed to be acquired by our Company.
In transactions for acquisition of land, construction of building and supply of machinery, etc
Except as disclosed under “Restated Consolidated Financial Information - Note 2.37 - Related Party Transactions” on page
332 and in the ordinary course of business, our Group Companies are not interested in any transaction for acquisition of land,
construction of building or supply of machinery, etc entered into by our Company.
Business interest of our Group Companies
Except as disclosed under “Restated Consolidated Financial Information - Note 2.37 - Related Party Transactions” on page
332 and in the ordinary course of business, our Group Companies do not have any business interest in our Company.
Related business transactions and significance on the financial performance of our Company
Except as disclosed below, and in “Restated Consolidated Financial Information – Note 2.37 - Related party disclosures” on
page 332, there are no other related business transactions with our Group Companies which are significant to the financial
performance of our Company.
S. No. Other Party to Nature of Transaction Significance on the Amount of Transaction Cumulative Amount
Transaction financial performance (₹ in Million) Outstanding
of the Company (₹ in Million)
1. Srikar Biotech Private Corporate guarantee Yes 300.00 NA
Limited given by Srikar Organics
(India) Private Limited
2 Eldorado Agritech Corporate guarantee Yes 600.00 NA
Limited given by Srikar Organics
(India) Private Limited
Common pursuits
As on date of this DRHP, Srikar Organics (India) Private Limited is not engaged in any business operations. In order to avoid
any instances of conflict of interest, the Company has entered into an agreement with Srikar Organics (India) Private Limited,
dated September 2, 2025 (the “Non-Compete Agreement”). Pursuant to the Non-Compete Agreement, Srikar Organics (India)
Private Limited has agreed to not carry on any business which would compete with the business of our Company.
Other confirmations
Our Group Companies do not have any securities listed on any stock exchange.
Except as disclosed under “Restated Consolidated Financial Information - Note 2.37 - Related Party Transactions” on page
332 there are no conflicts of interest between our Group Companies and any lessors of immovable properties taken on lease by
the Company (crucial for the operations of the Company).
Except as disclosed under “Restated Consolidated Financial Information - Note 2.37 - Related Party Transactions” on page
332 there are no conflicts of interest between our Group Companies and any suppliers of raw materials and third-party service
providers (crucial for the operations of the Company).
Litigation
As on date of this Draft Red Herring Prospectus, our Group Companies are not party to any pending litigation which have a
material impact on our Company.
396OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Fresh Issue and Offer for Sale has been authorised by our Board pursuant to its resolution dated August 18, 2025 and by
our Shareholders pursuant to their resolution dated August 19, 2025. Our Board has approved this Draft Red Herring Prospectus
pursuant to its resolution dated September 3, 2025. For further details, see “The Offer” on page 74.
Each of the Promoter Selling Shareholders has, severally and not jointly, authorized and confirmed inclusion of their portion
of the Offered Shares as part of the Offer for Sale, as set out below:
Sr. Name of the Promoter Selling Maximum number of Equity Shares of Aggregate Date of consent
No. Shareholders face value of ₹ 2 each offered in the proceeds from letter
Offer for Sale* the Offered
Shares
1. Dr. Srinivasa Rao Linga Up to [●] Equity Shares of face value of ₹ Up to ₹ 5,000.00 August 18, 2025
2 each million
2. Usha Rani Papineni Up to [●] Equity Shares of face value of ₹ Up to ₹ 1,600.00 August 18, 2025
2 each million
* To be updated at the Prospectus stage
The Promoter Selling Shareholders, confirm that their portion of the Offered Shares have been held by them, for a period of at
least one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR
Regulations. The Board of Directors have taken on record the offer of the Offered Shares in the Offer by way of a resolution
dated August 18, 2025. For details on the authorization of the Promoter Selling Shareholders in relation to their respective
portion of the Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 74 and 397,
respectively.
In-principle listing approvals
Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to
their letters dated [●] and [●], respectively.
Prohibition by the SEBI or other governmental authorities
Our Company, Promoters, members of the Promoters Group, the persons in control of our Promoters or our Company, Directors
are not prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any order
or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters or directors have been debarred
from accessing capital markets under any order or direction passed by the SEBI or any other authorities.
Our Company, Promoters, members of the Promoter Group, or Directors have not been declared as Wilful Defaulters or
Fraudulent Borrowers. Our Promoters or Directors have not been declared as Fugitive Economic Offenders.
The Promoter Selling Shareholders severally and not jointly confirm that they are not prohibited from accessing the capital
markets or debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any
securities market regulator in any other jurisdiction or any other authority/court.
Directors associated with the securities market
As on the date of this Draft Red Herring Prospectus, none of our Directors are associated with the securities market in any
manner.
There have been no actions initiated by SEBI against the Directors of our Company in the five years preceding the date of this
Draft Red Herring Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Each of our Company, Promoters, members of our Promoters Group, severally and not jointly, confirms that it is in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, as of the date of this Draft Red Herring Prospectus.
Each of the Promoter Selling Shareholders severally and not jointly, confirms that it is in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to it in relation to its respective holding in
our Company, as on the date of this Draft Red Herring Prospectus.
397Eligibility 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 ₹30.00 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 fifty per cent. are held in monetary assets;
• our Company has an average operating profit of at least ₹150.00 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 our Company’s restated net tangible assets, restated operating profit and net worth, derived from our
Restated Consolidated Financial Information included in this Draft Red Herring Prospectus.
Description As at March 31
2025 2024 2023
Net Tangible Assets(1) (₹ in million) 2,406.21 1,695.75 1,213.67
Monetary Assets(2) (₹ in million) 26.40 25.00 20.84
% of Monetary Assets to Net Tangible Assets 1.10% 1.47% 1.72%
Operating profit(3) (₹ in million) 1,004.09 684.93 424.72
Average Operating Profits (₹ in million) 704.58
Net-worth(4) (₹ in million) 2,501.31 1,778.64 1,291.15
Notes:
(1) “Net tangible assets” means the sum of all net assets of the Company, excluding intangible assets as defined in Accounting Standard 26 (AS 26) or Indian
Accounting Standard (Ind AS) 38, as applicable, issued by the Institute of Chartered Accountants of India, each as applicable for the Company on a
restated basis, as defined under Regulation 2(1)(gg) of the SEBI ICDR Regulations.
(2) “Monetary assets” means the sum of cash and cash equivalents, bank balance other than cash and cash equivalents excluding deposits with bank held
as margin money, earmarked balances and frozen current account.
(3) “Operating Profit” means the profit before taxes add finance cost 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 and securities premium account and debit
or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
The average of our restated operating profit for Fiscal 2025, Fiscal 2024 and Fiscal 2023 of our Company was ₹ 704.58 million.
For further details, see “Other Financial Information” on page 345.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR Regulations,
to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR
Regulations, to the extent applicable.
Further, in 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.
Our Company is in compliance with the following conditions specified in Regulation 5 and Regulation 7(1) of the SEBI ICDR
Regulations:
• none of our Company, the Promoters, the Promoter Selling Shareholders, Directors and members of our Promoter
Group are debarred from accessing the capital markets by SEBI;
• neither our Promoters nor any of our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI;
• none of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters and
fraudulent borrowers issued by the RBI;
• none of our Promoters or Directors have been declared a fugitive economic offender (in accordance with Section 12
of the Fugitive Economic Offenders Act, 2018); and
398• As on the date of this Draft Red Herring Prospectus, there are no outstanding warrants, options or rights to convert
debentures, loans or other instruments convertible into, or which would entitle any person any option to receive Equity
Shares.
• the Equity Shares of our Company held by our Promoter Selling Shareholders are in dematerialised form;
• all 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; and
• Our Company along with Registrar to the Offer has entered into tripartite agreements dated January 1, 2025 and
February 8, 2025 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares
• there is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS
TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO
BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS
DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING ANAND RATHI
ADVISORS LIMITED AND EQUIRUS CAPITAL PRIVATE 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, THE BOOK RUNNING LEAD MANAGERS
ARE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY
THEM IN THIS DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE
RESPECTIVE PORTION OF THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE,
THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE
THAT THE COMPANY DISCHARGES THEIR RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED SEPTEMBER 3, 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.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE
OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME,
WITH THE BOOK RUNNING LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED
HERRING PROSPECTUS.
All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring
Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act.
Disclaimer from our Company, our Promoters, our Directors and the BRLMs
Our Company, our Promoters, our Directors and the BRLMs accept no responsibility for statements made in relation to our
Company or the Offer other than those confirmed by them in this Draft Red Herring Prospectus or in the advertisements or any
other material issued by or at our Company’s instance. Except when specifically directed in this Draft Red Herring Prospectus,
anyone placing reliance on any other source of information, including our Company’s website, https://eldoradoagritech.com/,
or any website of any member of the Promoter Group or affiliates of our Company, would be doing so at their own risk.
The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Offer Agreement and
as will be provided in the Underwriting Agreement.
399All information, to the extent required in relation to the Offer, shall be made available by our Company and the BRLMs to the
public and investors at large and no selective or additional information would be made available by our Company and the
BRLMs for a section of the investors in any manner whatsoever including at road show presentations, in research or sales
reports, at Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the BRLMs, the Underwriters and
their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity Shares
to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares. Our Company, the BRLMs, the Underwriters and their respective directors, officers, agents, affiliates and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the
Equity Shares.
The 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 Subsidiary, and their respective directors and officers, group companies,
affiliates, associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company, its Subsidiary, and their respective group
companies, directors, officers, affiliates, associates or third parties, for which they have received, and may in the future receive,
compensation.
Disclaimer from the Promoter Selling Shareholders
It is clarified that neither the Promoter Selling Shareholders, nor its directors, affiliates, partners, trustees, associates, officers
and representatives accept and/or undertake any responsibility for any statements made or undertakings provided in this Draft
Red Herring Prospectus other than those specifically made or undertaken by such Promoter Selling Shareholder in relation to
itself as a Promoter Selling Shareholder and its respective proportion of the Offered Shares, and in this case only on a several
and not joint basis.
Further, the Promoter Selling Shareholders and its directors, affiliates, partners, trustees, associates, officers and representatives
accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares.
Bidders will be required to confirm and will be deemed to have represented to the Promoter Selling Shareholders and its
respective directors, officers, agents, affiliates, trustees and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity Shares
to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only.
Bidders eligible under Indian law to participate in the Offer
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, including Indian nationals resident in India, HUFs, companies, other
corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, domestic Mutual
Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), Systemically Important NBFCs registered with the RBI or trusts under applicable trust law and
who are authorised under their constitution to hold and invest in equity shares, insurance companies registered with the IRDAI,
permitted provident funds and pension funds with minimum corpus of ₹ 250 million registered with the Pension Fund
Regulatory and Development Authority established under section 3(1) of the Pension Fund Regulatory and Development
Authority Act, 2013, National Investment Fund, insurance funds set up and managed by the army, navy and air force of the
Union of India, insurance funds set up and managed by the Department of Posts, Government of India and to NBFC-SI, Eligible
FPIs, AIFs, FVCIs, Eligible NRIs and other eligible foreign investors, public financial institutions as specified in Section 2(72)
of the Companies Act, 2013, state industrial development corporations and registered multinational and bilateral development
financial institutions.
Bidders are advised to ensure that any Bid from them should not exceed investment limits or the maximum number of Equity
Shares that could be held by them under applicable law.
Certain persons outside India are restricted from participating in the Offer. For details, see “Restrictions on Foreign Ownership
of Indian Securities” on page 441.
Selling restrictions and transfer restrictions
400This Draft Red Herring Prospectus shall not constitute an offer to sell or an invitation to subscribe to or purchase Equity Shares
offered in the Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the Offer
shall be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum
for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient
is outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received
the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any jurisdiction
except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each
such jurisdiction. In particular, the Equity Shares offered in the Offer have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may
not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Offer
are being offered and sold only outside the United States in “offshore transactions” as defined in and in reliance on Regulation
S under the U.S. Securities Act (“Regulation S”).
Disclaimer Clause of the BSE
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the BSE. The disclaimer clause as intimated by
the BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus
and the Prospectus prior to filing with the RoC.
Disclaimer Clause of the NSE
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as intimated by
the NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus
and the Prospectus prior to filing with the RoC.
Listing
The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on the BSE and
NSE. Applications will be made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity
Shares being issued and sold in the Offer. [●] will be the Designated Stock Exchange with which the Basis of Allotment will
be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within such time
prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Offer 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 prescribed by SEBI.
Consents
Consents in writing of the Promoter Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, the
legal counsel to the Company as to Indian Law, Frost & Sullivan, the Bankers to our Company, the BRLMs, the Registrar to
the Offer, lenders to our Company (wherever applicable), Statutory Auditor, practising company secretary, independent
chartered engineer, the Syndicate Members, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account
Bank(s), the Sponsor Bank(s) and the Monitoring Agency to act in their respective capacities, have been obtained/will be
obtained prior to filing of the Red Herring Prospectus with the RoC and filed (as applicable) along with a copy of the Red
Herring Prospectus with the RoC as required under the Companies Act and such consents that have been obtained have not
been withdrawn as of the date of this Draft Red Herring Prospectus.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated August 26, 2025 from Sarath & Associates, Chartered Accountants, the
Statutory Auditors, to include their name as required under section 26 (1) 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 Auditors, and in respect of their (i) examination report, dated August
26, 2025 on our Restated Consolidated Financial Information; (ii) their report dated August 26, 2025 on the statement of special
tax benefits in this Draft Red Herring Prospectus, and (iii) any other certificates as may be required for the purposes of the
401Offer, and such consent has not been withdrawn as on the date of 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.
Our Company has received written consent dated September 3, 2025 from UYC and Associates, practicing company secretary,
to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 in its capacity as
practicing company secretary and in respect of their certificate dated September 3, 2025 issued in connection with compliance
by the Company with the provisions of the Companies Act, 2013 and such consent has not been withdrawn as of the date of
this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S.
Securities Act.
Our Company has received written consent dated September 3, 2025 from Gundla Uday Kiran, independent chartered engineer,
to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013, as amended, to
the extent and in their capacity as a chartered engineer, in relation to their certificate dated September 3, 2025. However, the
term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
Our Company has received written consent dated September 1, 2025, from Anupama Maganti, intellectual property rights
consultant, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013, as
amended, to the extent and in their capacity as an intellectual property rights consultant for trademarks, in relation to their
certificate dated September 1, 2025. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under
U.S. Securities Act.
Our Company has received written consent dated September 1, 2025 from RNA, IP Attorneys, intellectual property rights
consultant, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013, as
amended, to the extent and in their capacity as an intellectual property rights consultant for patents, in relation to their certificate
dated September 1, 2025. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities
Act.
Particulars regarding capital issues by our Company and listed Group Companies, subsidiaries or associate entities
during the last three years
Other than as disclosed in the section ‘Capital Structure’ on page 90, our Company has not made any capital issues during the
three years preceding the date of this Draft Red Herring Prospectus.
As on the date of this Draft Red Herring Prospectus, our Company does not have any listed Subsidiary, Group Companies or
Associates.
Commission and brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of the Equity Shares, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the
date of this Draft Red Herring Prospectus.
Details of Public or Rights Issues by our Company during the last five years
Our Company has not made public issues or undertaken any rights issue during the last five years preceding the date of this
Draft Red Herring Prospectus.
Performance vis-à-vis Objects
Our Company has not undertaken any public issues or rights issue in the five years preceding the date of this Draft Red Herring
Prospectus.
Performance vis-à-vis Objects – Details of Public or Rights Issues by listed subsidiaries of our Company
As on the date of this Draft Red Herring Prospectus, our Subsidiary is not listed.
Other Confirmations
There is no conflict of interest between the lessors of immovable properties of (who are crucial for the operations of our
Company) and our Company, or any of our Promoters, Directors, Group Companies members of Promoter Group, and Key
Managerial Personnel.
There is no conflict of interest between the suppliers of raw materials and third party service providers (who are crucial for the
operations of our Company) and our Company, or any of our Promoters, Directors, Group Companies members of Promoter
Group, and Key Managerial Personnel.
402None of the Directors, Promoters or individuals forming part of the Promoter Group of our Company is appearing in the list of
directors of struck-off companies.
No material clause of the Articles of Association, as set out in ‘Description of Equity Shares and Main Provisions of the Articles
of Association’ at page 442 that have a bearing on the Offer or the disclosure in this Draft Red Herring Prospectus, has been
left out.
403Price Information of Past Issues Handled by the BRLMs (during the current Fiscal and two Fiscals preceding the current Fiscal)
1. Anand Rathi Advisors Limited
(i) Price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year) handled by Anand Rathi Advisors Limited:
Sr. Issue name Issue Size (₹ Issue price (₹) Listing Date Opening price on +/- % change in +/- % change in +/- % change in
No. million) Listing Date (in ₹) closing price, [+/- % closing price, [+/- % closing price, [+/- %
change in closing change in closing change in closing
benchmark] - 30th benchmark] - 90th benchmark] - 180th
calendar days from calendar days from calendar days from
listing listing listing
1. Suraj Estate Developers 4000.00 360.00 December26, 2023 340.00 -8.56% - 23.82% +22.03%
Limited# [+0.06%] [+3.62%] [+9.61%]
2. Azad Engineering 7400.00 524.00 December 28, 2023 710.00 +29.06% +153.05% +269.24%
Limited* [-2.36%] [+0.08%] [6.81%]
3. Unimech Aerospace and 5,000.00 785.00 December 31, 2024 1,491.00 +65.87% +23.08% +67.39%
Manufacturing Limited* [-2.06%] [-0.93%] [+7.58%]
4. Crizac Limited* 8,600.00 245.00 July 09, 2025 280.00 +22.90% N.A. N.A.
[-3.49%]
Source: www.nseindia.com and www.bseindia.com for price information and prospectus/basis of allotment for issue details.
* BSE as Designated Stock Exchange
# NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. Change in closing price over the closing price as on the listing date, BSE SENSEX and NIFTY 50 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.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken as listing date plus 179 calendar days.
6. NA means Not Applicable, Period not completed.
7. No.1 (Suraj Estate Developers Limited)’s 90 day return is calculated as on 22 March, 2024 as 24 March, 2024 is a non-working day and 180 day return is calculated as on 21st June, 2024 as 22nd June, 2024 was a non-
working day.
8. No.2 (Azad Engineering Limited)’s 30 day return is calculated as on 25 January, 2024 as 26 January, 2024 is a non-working day.
9. No.3 (Unimech Aerospace and Manufacturing)’s 90 day return is calculated as on 28 March, 2025 as 30 March, 2025 is a non-working day and 180 day return is calculated as on 27th June, 2025 as 28th June, 2025 was a
non-working day.
404(ii) Summary statement of price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year):
Financial Total Total Nos. of IPOs trading at discount on Nos. of IPOs trading at premium Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year no. of funds as on 30th calendar days from on as on 30th calendar days from on 180th calendar days from listing on 180th calendar days from listing
IPOs raised (₹ listing date listing date date date
Millions) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25% - 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25%
50% 50% 50% 50%
2025- 1 8,600.00 - - - - - 1 - - - - - -
2026*
2024- 1 5,000.00 - - - 1 - - 1 - -
2025
2023- 2 11,400.00 - - 1 - 1 - - - - 1 - 1
2024
* The information is as on the date of this Offer Document.
The information for each of the financial years is based on issues listed during such financial year.
4052. Equirus Capital Private Limited
(i) Price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year) handled by Equirus Capital Private Limited:
Sr. Issue name Issue Size (₹ Issue price (₹) Listing Date Opening price on +/- % change in +/- % change in +/- % change in
No. million) Listing Date (in ₹) closing price, [+/- % closing price, [+/- % closing price, [+/- %
change in closing change in closing change in closing
benchmark] - 30th benchmark] - 90th benchmark] - 180th
calendar days from calendar days from calendar days from
listing listing listing
1. +81.16% +47.44% +56.33%
Dee Development
4,180.15 203.001 June 26, 2024 339.00
Engineers Limited$
[+2.25%] [+8.67%] [-1.18%]
2. +42.28% -0.51% -46.42%
Ecos (India) Mobility &
6,012.00 334.00 September 04, 2024 390.00
Hospitality Limited$
[+0.20%] [-3.66%] [-12.20%]
3. -19.45% -9.21% -26.15%
Kross Limited$ 5,000.00 240.00 September 16, 2024 240.00
[-1.29%] [-2.42%] [-11.77%]
4. -0.16% -35.24% -49.47%
Godavari Biorefineries
5,547.50 352.00 October 30, 2024 310.55
Limited#
[-1.12%] [-5.72%] [-0.91%]
5. -8.15% -27.98% -18.52%
Concord Enviro Systems
5,003.26 701.00 December 27, 2024 832.00
Limited#
[-3.19%] [-1.79%] [+4.26%]
6. +28.49% +45.93% +45.32%
Senores Pharmaceuticals
5,821.10 391.00 December 30, 2024 600.00
Limited$
[-2.91%] [-0.53%] [+8.43%]
7. +65.87% +23.08% +67.39%
Unimech Aerospace and
5,000.00 785.00 December 31, 2024 1,491.00
Manufacturing Limited#
[-2.06%] [-0.93%] [+7.58%]
8. +22.90%
Crizac Limited# 8,600.00 245.00 July 09, 2025 280.00 N.A. N.A.
[-3.49%]
9. M & B Engineering
6,500.00 385.00 August 06, 2025 385.00 N.A. N.A. N.A.
Limited$
10. Vikram Solar Limited$ 20,793.69 332.00 August 26, 2025 338.00 N.A. N.A. N.A.
Source: www.nseindia.com and www.bseindia.com for price information and prospectus/basis of allotment for issue details.
# BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. A discount of ₹19 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Dee Development Engineers Limited IPO
2. A discount of ₹36 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of M & B Engineering Limited IPO
3. Price on Designated Stock Exchange of the respective Issuer is considered for all of the above calculations.
4. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
4065. N.A. (Not Applicable) – Period not completed.
# The S&P BSE SENSEX is considered as the Benchmark Index
$ The S&P CNX NIFTY is considered as the Benchmark Index
(ii) Summary statement of price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year):
Financial Total Total Nos. of IPOs trading at discount on Nos. of IPOs trading at premium Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year no. of funds as on 30th calendar days from on as on 30th calendar days from on 180th calendar days from listing on 180th calendar days from listing
IPOs raised (₹ listing date listing date date date
Millions) Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25% - 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25%
50% 50% 50% 50%
2025- 3 35,893.69 - - - - - 1 - - - - - -
2026*
2024- 7 36,564.01 - - 3 2 2 - - 3 1 2 1 -
2025
2023-
8 61,882.55 - 1 1 2 2 2 - 1 2 3 2 -
2024
* The information is as on the date of this Offer Document.
The information for each of the financial years is based on issues listed during such financial year.
407Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference
number CIR/MIRSD/1/2012, please see the websites of the BRLMs indicated in the table below:
S. No. Name of the BRLMs Website
1. Anand Rathi Advisors Limited www.anandrathiib.com
2. Equirus Capital Private Limited www.equirus.com
For further details in relation to the BRLMs, please see “General Information – Book Running Lead Managers” on page 83.
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as of the date of this
Draft Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for 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 Self Certified Syndicate Banks (“SCSBs”)
for addressing any clarifications or grievances of application supported by blocked amount (“ASBA”) Bidders.
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
Promoter 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, Unified Payments Interface Identity
(“UPI ID”), Permanent Account Number (“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. 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, details of which are given in “General
Information –Book Running Lead Managers” on page 83.
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.
Pursuant 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 issued by the SEBI, 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 circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), 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.
408Separately, pursuant to the circular (No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021 issued by the SEBI
(to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) (“March 2021
Circular”), the following compensation mechanism shall be applicable for investor grievances in relation to Bids made through
the UPI Mechanism, for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to
compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of From the date on which the request for
cancelled/withdrawn/deleted applications the Bid Amount, whichever is cancellation/withdrawal/deletion is placed on the bidding
higher platform of the Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the same 1. Instantly revoke the blocked From the date on which multiple amounts were blocked
Bid made through the UPI Mechanism funds other than the original till the date of actual unblock
Bid Amount; and
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 excess of the Bid
Amount amount, i.e., the blocked Amount were blocked till the date of actual unblock
amount less the Bid Amount;
and
2. ₹100 per day or 15% per
annum of the difference
amount, whichever is higher
Delayed unblock for non– ₹100 per day or 15% per annum of From the Working Day subsequent to the finalisation of
Allotted/partially Allotted applications the Bid Amount, whichever is the Basis of Allotment till the date of actual unblock
higher
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.
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.
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. Our Company, 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 applicable SEBI ICDR Regulations.
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.
Disposal of Investor Grievances by Our Company
Our Company shall obtain authentication on the SCORES platform and shall comply with the SEBI circulars in relation to
redressal of investor grievances through SCORES.
Our Company has also constituted a Stakeholders’ Relationship Committee to review and redress shareholder and investor
grievances. See “Our Management – Committees of the Board – Stakeholders’ Relationship Committee” on page 269.
Our Company has not received any investor grievances during the three years preceding the date of this Draft Red Herring
Prospectus and there are no investor complaints pending as of the date of this Draft Red Herring Prospectus.
Our Company has appointed Syed Wasim as the Company Secretary, Compliance Officer and Legal Head for the Offer, and
he may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General Information” on page
81.
The Promoter Selling Shareholders, have authorised the Company Secretary and Compliance Officer and Legal Head of our
Company, and the Registrar to the Offer to redress any investor grievances in relation its respective portion of the Offered
409Shares, provided that in any such case requiring a written response in respect of any investor grievance, the prior written
approval (which includes any approval obtained over e-mail) of the relevant Promoter Selling Shareholders on such response
shall be obtained by our Company.
Our Company estimates that the average time required by it or the Registrar to the Offer or the relevant Designated Intermediary
for the redressal of routine investor grievances shall be seven days from the date of receipt of the complaint, provided however,
in relation to complaints pertaining to blocking/unblocking of funds, investor complaints shall be resolved on the data 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.
Disposal of investor grievances by listed Subsidiaries
As of the date of this Draft Red Herring Prospectus, our Subsidiary is not listed.
Exemption from complying with any provisions of securities laws granted by the SEBI
Our Company has not applied for or received any exemption from complying with any provisions of securities laws from SEBI.
Other confirmations
No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind
or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for
services rendered in relation to the Offer.
410SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, transferred and Allotted pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of
Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus, the Prospectus, the Abridged Prospectus,
the Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be
incorporated in the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity
Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital
and listing and trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the
RBI, the RoC and/or any other authorities, as in force on the date of the Offer and to the extent applicable or such other
conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/or any
other authorities while granting its approval for the Offer.
The Offer
The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholders. For details
in relation to sharing of Offer expenses amongst our Company and the Promoter Selling Shareholders, see “Objects of the
Offer” on page 104.
Ranking of the Equity Shares
The Equity Shares being issued, transferred and Allotted pursuant to the Offer shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and our
Articles of Association and shall rank pari passu in all respects with the existing Equity Shares of our Company, including in
respect of the right to receive dividend and voting. The Allottees, upon Allotment of Equity Shares under the Offer, will be
entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For more
information, see “Description of Equity Shares and Terms of the Articles of Association” on page 442.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act, our
Memorandum of Association and our Articles of Association and provisions of the SEBI Listing Regulations and other
applicable law. Dividends, if any, declared by our Company after the date of Allotment (pursuant to transfer of Equity Shares
from the Offer for Sale), will be payable to the Allottees who have been Allotted Equity Shares in the Offer, for the entire year,
in accordance with applicable law. For more information, see “Dividend Policy” and “Description of Equity Shares and Terms
of the Articles of Association” on pages 283 and 442, respectively.
Face value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 2 and the Offer Price at the lower end of the Price Band is ₹ [●] per Equity Share
(“Floor Price”) and at the higher end of the Price Band is ₹[●] per Equity Share (“Cap Price”). The Anchor Investor Offer
Price is ₹[●] per Equity Share.
The Offer Price, Price Band, minimum Bid Lot will be decided by our Company, in consultation with the Book Running Lead
Managers and shall be published in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national
daily newspaper and [●] editions of [●], a Telugu regional daily newspaper (Telugu being the regional language of Hyderabad,
Telangana, where our Registered and Corporate Office is located), each with wide circulation, and advertised at least two
Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges to upload on their
respective websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price
shall be pre-filled in the Bid cum Application Forms available at the 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.
At any given point of time, there shall be only one denomination of Equity Shares.
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 Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall have the
following rights:
411• right to receive dividends, if declared;
• right to attend general meetings and exercise voting rights, unless prohibited by law;
• right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies
Act;
• right to receive offers for rights Equity Shares and be allotted bonus Equity Shares, if announced;
• right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations
and foreign exchange laws; and
• such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and our Articles of Association and other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend, forfeiture
and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of the Articles of
Association” on page 442.
Allotment of Equity Shares only in dematerialised form
In terms of Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only
in dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised
form. In this context, the following agreements have been signed among our Company, the respective Depositories and the
Registrar to the Offer:
• Tripartite agreement dated February 8, 2025 among our Company, CDSL and the Registrar to the Offer; and
• Tripartite agreement dated January 1, 2025 among our Company, NSDL and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in dematerialised form in multiples of one Equity Share subject to a minimum allotment of [●] Equity Shares. For details
of basis of allotment, see “Offer Procedure” on page 421.
Joint Holders
Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of
the Equity Shares, they shall be deemed to hold the same as joint tenants with benefits of survivorship.
Nomination facility to Bidders
In accordance with Section 72 of the Companies Act, 2013, and the rules framed thereunder, the Sole Bidder, or the First Bidder
along with other joint Bidders, may nominate any one person in whom, in the event of the death of Sole Bidder or in case of
joint Bidders, death of all the Bidders, as the case may be, the Equity Shares 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/alienation of Equity Share(s) by the person
nominating. A nomination may be cancelled or varied by nominating any other person in place of the present nominee by the
holder of the Equity Shares who has made the nomination by giving a notice of such cancellation. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by our Board, elect either:
(a) to register himself or herself as the holder of the Equity Shares; or
(b) to make such transfer of the Equity Shares, as the deceased holder could have made.
412Further, 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 dividends, interests, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.
Since the Allotment in the Offer will be made only in dematerialised mode there is no need to make a separate nomination with
our Company. Nominations registered with the respective Collecting Depository Participant of the Bidder would prevail. If the
Bidders wish to change the nomination, they are requested to inform their respective Collecting Depository Participant.
Period of operation of subscription list – Bid/Offer Programme
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bid/ Offer Period shall be one
Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2) 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.
(3) UPI mandate end time and date shall be 5:00 p.m. on the Bid/Offer Closing Date, i.e., on [●].
An indicative timetable in respect of the Offer is disclosed below:
Event Indicative Date
Bid/Offer Closing Date [●]
Finalization of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA* On or about [●]
Credit of Equity Shares to dematerialised accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working
Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA 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 three Working Days from the Bid/ Offer Closing Date till date of actual unblock, 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. 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
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 compliance with the SEBI ICDR Master Circular, for which 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, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, the Promoter Selling Shareholders or the BRLMs.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the
Bid/Offer Closing Date, as may be prescribed by the SEBI, 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. 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 Promoter Selling Shareholders, severally and not jointly, confirm that it shall extend such reasonable
support and co-operation as may be reasonably requested by our Company and the BRLMs, in relation to the respective
portion of the Offered Shares, to facilitate the process of listing and commencement of trading of the Equity Shares at
the Stock Exchanges within three Working Days from the Bid/Offer Closing Date, as may be prescribed by the SEBI.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations) has reduced the post issue timeline for initial public offerings. The
revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues opening on or after
September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under UPI Phase III on
mandatory T+3 days listing basis, subject to the timing of the Offer and any circulars, clarification or notification issued by the
SEBI from time to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with listing
timelines and activities prescribed by the 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):
413Bid/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 through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) - For Retail Individual Bidders
Submission of electronic applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like internet banking, mobile banking and Syndicate UPI
ASBA applications where Bid Amount is up to ₹ 500,000)
Submission of electronic applications (Syndicate non-retail, non- Only between 10.00 a.m. and up to 3.00 p.m. IST
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-retail, non- Only between 10.00 a.m. and up to 12.00 p.m. IST
individual applications) where Bid Amount is more than ₹ 500,000
Modification/ revision/cancellation of Bids
Upward revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/Offer
categories# Closing Date
Upward or downward revision of Bids or cancellation of Bids by Retail Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/ Offer
Individual Bidders Closing Date
* UPI mandate end time shall be 5:00 p.m. on the Bid/ Offer Closing Date.
# QIBs and Non-Institutional Bidders 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 Bidders, and
ii. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by UPI Bidders.
On Bid/Offer Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids received by RIBs
after taking into account the total number of Bids received and as reported by the Book Running Lead Managers 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 until the Bid/ Offer Closing Date by obtaining the
same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and
submit the confirmation to the BRLMs and the RTA 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 as per the format prescribed
in SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and Bids
not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or
not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Offer Closing Date and in any case no later than the prescribed 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, as is typically experienced in public offerings, some Bids may not get
uploaded due to lack of sufficient time. Bids and any revision in Bids will be accepted only during Working Days. 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.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated
July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public
holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary
in the electronic system to be provided by the Stock Exchanges. Neither our Company, nor the Promoter Selling Shareholders,
nor any member of the Syndicate is liable for any failure in uploading or downloading the Bids due to faults in any software /
hardware system or otherwise; or blocking of application amount by SCSBs on receipt of instructions from the Sponsor Banks
due to any errors, omissions, or otherwise non-compliance by various parties involved in, or any other fault, malfunctioning or
breakdown in the UPI Mechanism.
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application
Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken as the final data for
the purpose of Allotment.
414Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/Offer Period in
accordance with the SEBI ICDR Regulations, provided that the revised Cap Price shall be less than or equal to 120% of the
revised Floor Price, the Floor Price shall not be less than the face value of the Equity Shares, and that the revision in the Price
Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and
the Cap Price will be revised accordingly. Provided that, the Cap Price of the Price Band shall be at least 105% of the Floor
Price.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working
Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the
BRLMs, 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 the terminals of the Syndicate Members and
by intimation to SCSBs, other Designated Intermediaries and the Sponsor Bank(s), as applicable.
Employee Discount
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, at
the time of making a Bid.
Minimum subscription
If, as prescribed, our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue; and (ii) minimum
subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, if any, within
60 days from the Bid/Offer Closing Date, or if the subscription level falls below the thresholds mentioned above after the
Bid/Offer Closing Date, on account of withdrawal of applications or after technical rejections, or if the listing or trading
permission is not obtained from the Stock Exchanges for the Equity Shares being issued or offered under the Red Herring
Prospectus, the Promoter Selling Shareholders, to the extent applicable, and our Company shall forthwith refund the entire
subscription amount received in accordance with applicable law. If there is a delay beyond the prescribed time, our Company,
to the extent applicable, shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and other
applicable law, including the SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (to the
extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations).
The requirement for minimum subscription is not applicable to the Offer for Sale. In case of under-subscription in the Offer,
the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale. If there is a delay
beyond the prescribed period, our Company becomes liable to pay the amount, our Company and our Directors, who are officers
in default, shall pay interest at the rate of 15% per annum. In the event of an undersubscription in the Offer, the Equity Shares
up to 100% of the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale and all the Equity Shares
offered by the Promoter Selling Shareholders in the Offer for Sale will be Allotted post the issuance of 100% of the Equity
Shares in Fresh Issue.
In accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective
Allottees to whom the Equity Shares will be Allotted shall not be less than 1,000, failing which the entire application monies
shall be refunded forthwith in accordance with SEBI ICDR Regulations and other applicable laws. In case of delay, if any, in
refund within such timelines 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 delay, if any, in unblocking the ASBA Accounts within such timeline as
prescribed under applicable laws, our Company shall be liable to pay interest on the application money in accordance with
applicable laws.
Arrangement for disposal of odd lots
Since the Equity Shares will be traded in dematerialised form only and the market lot for the Equity Shares will be one Equity
Share, no arrangements for disposal of odd lots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
415Option to receive Equity Shares in dematerialized form
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. 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.
Restrictions, if any, on transfer and transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, the minimum Promoters’ Contribution and the Anchor Investor
lock-in in the Offer as detailed in “Capital Structure” on page 90, and except as provided in the Articles of Association as
detailed in “Description of Equity Shares and Terms of the Articles of Association” on page 442, there are no restrictions on
transfers and transmission of Equity Shares and on their consolidation/splitting.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled.] Our Company, in consultation with the BRLMs, reserve the right not to proceed
with the Fresh Issue and the Promoter Selling Shareholders, reserve the right not to proceed with the Offer for Sale, in whole
or in part thereof, to the extent of respective potion of the Offered Shares, after the Bid/ Offer Opening Date but before the
Allotment. In such an event, our Company, in consultation with the BRLMs, decides not to proceed with the Offer, our
Company would issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two days
of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Offer. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) 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. Our Company shall also inform the same to the
Stock Exchanges on which the Equity Shares are proposed to be listed.
Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment; and (ii) the final RoC approval of the Prospectus after it is
filed with the RoC. If our Company, in consultation with the Book Running Lead Managers, withdraws the Offer after the
Bid/Offer Closing Date and thereafter determines that it will proceed with a public offering of Equity Shares, our Company
shall file a fresh draft red herring prospectus with the SEBI and the Stock Exchanges.
416OFFER STRUCTURE
The Offer of up to [●] Equity Shares bearing face value of ₹ 2 each for cash at a price of ₹ [●] per Equity Share (including a
share premium of ₹ [●] per Equity Share) aggregating up to ₹ 10,000 million comprising a Fresh Issue of up to [●] Equity
Shares by our Company aggregating up to ₹ 3,400.00 million and an Offer for Sale of up to [●] Equity Shares aggregating up
to ₹ 6,600 million by the Promoter Selling Shareholders.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable
law, aggregating up to ₹ 650.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the 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, as amended. The Pre-IPO Placement,
if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result 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 RHP and Prospectus.
The Offer is being made through the Book Building Process and in compliance with Rule 19(2)(b) of the SCRR, and Regulation
6(1) and Regulation 31 of the SEBI ICDR Regulations.
The Offer comprises a Net Offer of up to [●] Equity Shares and the Employee Reservation Portion of up to [●] Equity Shares
aggregating up to ₹ [●] million. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share
capital. The Offer and the Net Offer shall constitute [●]% and [●]%, respectively, of the post-Offer paid-up Equity Share capital
of our Company. The Offer is being made through the Book Building Process.
Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Eligible Employees
Number of Equity Not more than [●] Equity Not less than [●] Equity Not less than [●] Equity Up to [●] Equity Shares of
Shares available for Shares of ₹ 2 each Shares of ₹ 2 each available Shares of ₹ 2 each available face value of ₹ 2 each
Allotment/ for allocation or the Offer for allocation or the Offer
allocation (2) less allocation to QIB less allocation to QIB
Bidders and Retail Bidders and Non-
Individual Bidders Institutional Bidders
Percentage of Offer Not more than 50% of the Not less than 15% of the Not less than 35% of the Net The Employee Reservation
size available for Net Offer shall be available Net Offer or Net Offer less Offer or Net Offer less Portion constitutes up to
Allotment/ for allocation to QIBs. allocation to QIBs and allocation to QIBs and Non- [●]% of the post-Offer
allocation However, up to 5% of the RIBs, subject to the follow: Institutional Bidders will be Equity Share capital of our
QIB Portion shall be (a) one third of such portion available for allocation Company
available for allocation available to Non-
proportionately to Mutual Institutional Bidders shall
Funds only. Mutual Funds be reserved for applicants
participating in the Mutual with an application size of
Fund Portion will also be more than ₹ 0.20 million
eligible for allocation in the and up to ₹ 1.00 million;
remaining balance QIB and (b) two third of such
Portion (excluding the portion available to Non-
Anchor Investor Portion). Institutional Bidders shall
The unsubscribed portion in be reserved for applicants
the Mutual Fund Portion with application size of
will be available for more than ₹ 1.00 million.
allocation to other QIBs provided that the
unsubscribed portion in
either the sub-categories
mentioned above may be
allocated to applicants in
the other sub-category of
Non-Institutional Bidders.
Basis of Allotment/ Proportionate as follows The Equity Shares of ₹ 2 The allotment to each Retail Proportionate, unless the
allocation if (excluding the Anchor each available for allocation Individual Bidder shall not Employee Reservation
respective category Investor Portion): to Non-Institutional be less than the minimum Portion is undersubscribed,
is oversubscribed* (a) up to [●] Equity Shares Bidders under the Non- Bid lot, subject to the value of allocation to an
of ₹ 2 each shall be Institutional Portion, shall availability of Equity Eligible Employee shall not
available for allocation be subject to the following: Shares of ₹ 2 each in the exceed ₹0.20 million (net of
on a proportionate a) one third of the portion Retail Portion and the Employee Discount). In the
basis to Mutual Funds available to Non- remaining available Equity event of undersubscription
only; and Institutional Bidders being Shares of ₹ 2 each, if any, in the Employee
[●] Equity Shares of ₹ 2 shall be allotted on a Reservation Portion, the
417Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Eligible Employees
(b) up to [●] Equity Shares each are reserved for proportionate basis. For unsubscribed portion may
of ₹ 2 each shall be Bidders Biddings more than details, see “Offer be allocated, on a
available for allocation ₹ 0.20 million and up to ₹ Procedure” on page 421. proportionate basis, to
on a proportionate 1.00 million; and Eligible Employees for a
basis to all QIBs, b) two third of the portion value exceeding ₹0.20
including Mutual available to Non- million (net of Employee
Funds receiving Institutional Bidders being Discount) up to ₹0.50
allocation as per (a) [●] Equity Shares of ₹ 2 million (net of Employee
above. each are reserved for Discount) each
Up to 60% of the QIB Bidders Bidding more than
Portion (of up to [●] Equity ₹ 1.00 million.
Shares of ₹ 2 each) may be The unsubscribed portion in
allocated on a discretionary either of the categories
basis to Anchor Investors of specified in (a) or (b) above,
which one-third shall be may be allocated to Bidders
available for allocation to in the other sub- category of
domestic Mutual Funds Non-Institutional Portion in
only, subject to valid Bids accordance with SEBI
being received from Mutual ICDR Regulations.
Funds at or above the The allotment of specified
Anchor Investor Allocation securities to each Non-
Price. Institutional Bidder shall
not be less than the
minimum application size,
subject to availability in the
Non-Institutional Portion,
and the remainder, if any,
shall be allotted on a
proportionate basis in
accordance with the
conditions specified in this
regard in Schedule XIII of
the SEBI ICDR
Regulations. For details, see
“Offer Procedure” on page
421.
Minimum Bid Such number of Equity For Non-Institutional [●] Equity Shares of ₹ 2 [●] Equity Shares
Shares of ₹ 2 each so that Investors applying under each and in multiples of [●]
the Bid Amount exceeds ₹ one-third of the Non- Equity Shares of ₹ 2 each
0.2 million and in multiples Institutional Portion (with
of [●] Equity Shares of ₹ 2 application size of more
each than ₹0.20 and up to ₹1.00
million) such number of
Equity Shares in multiples
of [●] Equity Shares of face
value of ₹ 2 each, such that
the Bid Amount exceeds ₹
0.20.
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 ₹ 2
each, such that the Bid
Amount exceeds ₹ 1.00
million
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity
Shares of ₹ 2 each in Shares of ₹ 2 each in Shares of ₹ 2 each in Shares and in multiples of
multiples of [●] Equity multiples of [●] Equity multiples of [●] Equity [●] Equity Shares of face
Shares of ₹ 2 each so that Shares of ₹ 2 each so that Shares of ₹ 2 each so that value of ₹ 2 each so that the
the Bid does not exceed the the Bid does not exceed the the Bid Amount does not maximum Bid Amount by
size of the Net Offer size of the Net Offer exceed ₹ 0.2 million each Eligible Employee in
(excluding the Anchor (excluding the QIB this portion does not exceed
418Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Eligible Employees
Portion), subject to Portion), subject to ₹0.50 million (net of
applicable limits applicable limits Employee Discount)
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of ₹ 2 each and in multiples of [●] Equity Shares of ₹ 2 each thereafter
Allotment Lot [●] Equity Shares of ₹ 2 each and thereafter in multiples of one Equity Share of ₹ 2 each thereafter
Trading Lot One Equity Share of ₹ 2 each
Who can apply(3) (4) Public financial institutions Resident Indian individuals, Resident Indian individuals, Eligible Employees such
as specified in Section Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in that the Bid Amount does
2(72) of the Companies Act name of karta), companies, the name of karta) not exceed ₹0.50 million
2013, scheduled corporate bodies, scientific (net of Employee Discount)
commercial banks, Mutual institutions, societies, trusts
Funds registered with and FPIs who are
SEBI, FPIs (other than individuals, corporate
individuals, corporate bodies and family offices
bodies and family offices),
VCFs, AIFs, state industrial
development corporation,
insurance company
registered with IRDAI,
provident fund with
minimum corpus of ₹250
million, pension fund with
minimum corpus of ₹250
million National
Investment Fund set up by
the Government, insurance
funds set up and managed
by army, navy or air force
of the Union of India,
insurance funds set up and
managed by the Department
of Posts, India and
Systemically Important
NBFCs.
Mode of Bidding Only through the ASBA process (except for Anchor Investors). In case of UPI Bidders, ASBA process will include
the UPI mechanism.
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 in the bank account of the ASBA Bidder (other than
Anchor Investors) that is specified in the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer.
^ SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), 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 maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹100 million
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100 million but up to
₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and (iii) in case of allocation
above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to
₹2,500 million and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject to minimum allotment
of ₹50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100
million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price
at which allocation is made to Anchor Investors, which price shall be determined by the 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 wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs. Such
number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being
received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance
Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all
QIBs. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors, of which (a) one-third portion shall be
reserved for applicants with application size of more than ₹ 0.20 million and up to ₹1.00 million; and (b) two-thirds portion shall be reserved for
applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to
applicants in the other sub-category of Non-Institutional Investors, subject to valid Bids being received at or above the Offer Price and not less than 35%
of the Offer shall be available for allocation to RII in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or
above the Offer Price.
(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.
419(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 Confirmation of Allotment Note (“CAN”). Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” on page 427
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.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholders, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and
approvals to acquire the Equity Shares.
The Bids by FPIs with certain structures as described under “Offer Procedure — Bids by FPIs” on page 427 and having 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 same PAN) may be proportionately distributed.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholders,
the members of the Syndicate, their respective directors, officers, agents, affiliates and representatives that they are eligible
under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or
the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the
discretion of our Company, in consultation with the 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 411.
420OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in accordance
with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 (to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations) and the UPI Circulars (the “General Information Document”),
which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the
provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus
accompanying the Bid cum Application Form. The General Information Document is also 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, including 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, and (xiii) interest in case
of delay in Allotment or refund.
The SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 (each to the extent not rescinded by the SEBI ICDR Master Circular
in relation to the SEBI ICDR Regulations), has introduced an alternate payment mechanism using Unified Payments Interface
(“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for
RIBs applying through Designated Intermediaries was made effective along with the existing process and existing timeline of
T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 extended the timeline for implementation of UPI Phase II until further notice. The final reduced timeline will be made
effective using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”), as may be prescribed by the SEBI.
Pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days
using the UPI Mechanism for applications by UPI Bidders has been made 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 as per the processes and procedures under UPI Phase III, subject to any circulars, clarification or
notification issued by the SEBI from time to time.
Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April
20, 2022 and SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (each to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) 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. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), all individual bidders in initial public offerings (opening on or after May 1, 2022)
whose application sizes are up to ₹0.5 million shall use the UPI Mechanism. This circular has come into force for initial public
offers opening on or after May 1, 2022 and the provisions of these circular are deemed to form part of this Draft Red Herring
Prospectus.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the
SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), applications made using the ASBA facility in initial
public offerings (opening on or after September 1, 2022) shall be processed only after application monies are blocked in the
bank accounts of investors (all categories). Accordingly, Stock Exchanges shall, for all categories of investors and other
reserved categories 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.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI
RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries involved in the
421public issuance process and lead manager shall continue to coordinate with intermediaries involved in the said process. In
case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per
day for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary
responsible for causing such delay in unblocking. Additionally, SEBI has reduced the time period for refund of application
monies from 15 days to two days. The BRLMs shall be the nodal entity for any issues arising out of public issuance process.
Our Company, each of the Promoter Selling Shareholders and the Syndicate 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 do not
exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified
in this Draft Red Herring Prospectus and the Prospectus.
SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has introduced the
disclosure of audiovisual presentation of disclosures made in Offer Documents. Pursuant to the AV 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 decision
Further our Company, each of the Promoter Selling Shareholders and the Syndicate Members are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in this Offer.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the Depositories to
suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars, our
Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the date of the Red
Herring Prospectus till the listing and commencement of trading of our Equity Shares. The shareholders who intend to transfer
the pre-Offer shares may request our Company and/ or the Registrar for facilitating transfer of shares under suspended/ frozen
ISIN by submitting requisite documents to our Company and/ or the Registrar. Our Company and/ or the Registrar would then
send the requisite documents along with applicable stamp duty and corporate action charges to the respective depository to
execute the transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by the
Depositories from our Company till one day prior to Bid/ Offer Opening Date.
Book Building Procedure
This 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 and is in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Offer shall be
allocated 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 at the Anchor Investor Allocation Price on a discretionary basis in accordance with
the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or
non-allotment 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 only to Mutual Funds, and the remainder of the
Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, subject to availability of Equity Shares
in the respective categories, not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders out of
which (a) one third of such portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to
₹1.00 million; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹1.00 million,
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 and not less than 35% of the Offer shall be available for allocation to RIBs in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. The Offer comprises of up to [●]
Equity Shares.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, as may be permitted under the applicable
law, aggregating up to ₹ 650.00 million, at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-
IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the 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, as amended. The Pre-IPO Placement,
if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
422of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the RHP and Prospectus.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at the
discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid
Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with
spill-over from any other category or a combination of categories.
Furthermore, up to [●] Equity Shares, 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, net of Employee Discount, if any.
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 on proportionate
basis, at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange subject to
applicable laws.
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 ₹0.20 million (net of Employee
Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million
(net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of
up to ₹0.50 million), shall be added to the Net Offer, provided that under-subscription, if any, in the QIB Portion will not be
met with spill over from other categories or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
All potential Bidders (except Anchor Investors) are required to mandatorily utilize the ASBA process providing details of their
respective ASBA accounts, and UPI ID (in case of UPI Bidders) if applicable, in which the corresponding Bid Amounts will
be blocked by the SCSBs or under the UPI Mechanism, as applicable.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, the PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be treated as incomplete and will be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get their Equity
Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes
notification dated February 13, 2020 and press release dated June 25, 2021 and September 17, 2021.
Phased implementation of UPI
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, among others, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition
to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through
Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working
Days to up to three Working Days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three
phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this
phase, a Retail Individual Investor had the option to submit the ASBA Form with any of the Designated Intermediary and use
his/her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six
Working Days.
Phase II: This phase has become applicable from July 1, 2019 until November 30, 2023 and was to initially continue for a
period of three months or floating of five main board public issues, whichever is later. SEBI, vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, has decided to extend the timeline for implementation of UPI
Phase II until March 31, 2020. Subsequently, SEBI, vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020, extended the timeline for implementation of UPI Phase II until further notice. Under this phase, submission of the ASBA
Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and
replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six Working
Days during this phase.
423Phase III: Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase III has been
notified, and accordingly the revised timeline of T+3 days has been made applicable in two phases i.e., (i) voluntary for all
public issues opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023. The Offer shall be
undertaken as per the processes and procedures under UPI Phase III, as notified in the T+3 Circular, subject to any circulars,
clarification or notification issued by the SEBI from time to time, including any circular, clarification or notification which may
be issued by SEBI.
Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 issued by SEBI, as
amended by the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated April 20, 2022 (each to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations) (the “UPI Streamlining 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 Streamlining Circulars include, appointment of a nodal officer by the SCSB and submission of their
details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the
requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank
accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is
finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant
securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
post– Offer BRLMs will be required to compensate the concerned investor.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint Sponsor Bank(s) to act as a conduit between the Stock Exchanges and NPCI in order
to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with
the Designated Intermediaries at relevant Bidding Centres and at our Registered Office. The electronic copy of the Bid cum
Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/Offer Opening Date. The Bid Cum Application Forms for Eligible
Employees Bidding in the Employee Reservation Portion will be available at the Registered and Corporate Office of our
Company.
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. Anchor
Investors are not permitted to participate in the Offer through the ASBA process. The UPI Bidders can additionally Bid through
the UPI Mechanism.
ASBA Bidders (other than UPI Bidders using UPI Mechanism) must provide bank account details and authorisation to block
funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not
contain such details are liable to be rejected. The ASBA 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 SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations).
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. Retail Individual Bidders authorising an
SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA Bidders must
ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be
blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid. In order to ensure timely
information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/
unblocked.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
424Category Colour of Bid cum Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders [●]
and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FVCIs, FPIs, registered multilateral and bilateral [●]
development financial institutions applying on a repatriation basis
Anchor Investors [●]
Eligible Employees Bidding in the Employee Reservation Portion [●]
* Excluding electronic Bid cum Application Form
Notes:
(1) Electronic Bid cum Application Forms and the Abridged Prospectus will also be available for download on the website of the NSE (www.nseindia.com)
and the BSE (www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
(3) Bid cum Application Forms for Eligible Employees shall be available at the Registered and Corporate Office of our Company.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the electronic bidding
system of the Stock Exchanges. For ASBA Forms (other than through the 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.
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 the UPI Mandate Request to UPI Bidders for blocking
of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the
UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and the liability to
compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the
Sponsor Bank(s), NPCI or the bankers to an issue) 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 Bankers to the Offer.
The BRLMs shall also be required to obtain the audit trail from the Sponsor Bank(s) and the Bankers to the Offer for analyzing
the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI
circulars dated June 2, 2021 and April 20, 2022 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation
to the SEBI ICDR Regulations).
Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with reference
no. 20220722-30, has mandated that Trading Members, Syndicate Members, RTA and Depository Participants shall submit
Syndicate ASBA bids above ₹500,000 and NII & QIB bids above ₹200,000, through SCSBs only.
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 pm on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly,
UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate Requests for blocking off funds prior to the Cut-
Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only after
such banks provide a written confirmation on compliance with the UPI Circulars.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code
and description, if any. Further, the Sponsor Bank(s) 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 Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal
after every settlement cycle and do a three way reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portals for intermediaries (closed user group) from the date of Bid/Offer Opening Date
until 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.
Electronic registration of Bids
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they
may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before
the closure of the Offer.
425b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted
by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 pm 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.
d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by the Promoters, the members of the Promoter Group, the BRLMs, the Syndicate Members and persons
related to Promoters/the members of the Promoter Group/the BRLMs
The BRLMs and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Members may purchase 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 respective 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 associate of 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) AIFs sponsored by the entities which are associate of the BRLMs; or
(iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are associate of the
BRLMs.
(v) Pension funds, with minimum corpus of ₹250 million and registered with the Pension Fund Regulatory and
Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority
Act, 2013, and sponsored by entities which are associates of the Book Running Lead Managers.
Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common
director, excluding a nominee director, among the Anchor Investor and the BRLMs.
Further, except for the sale of Equity Shares by the Promoter Selling Shareholders, our Promoters and members of the Promoter
Group shall not participate by applying for Equity Shares in the Offer.
However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person related to our
Promoters or the members of the Promoter Group of our Company:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or the members of the
Promoter Group of our Company;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
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 law.
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.
426In 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 such Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related instruments of any single
company, provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry
specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.
Bids by HUFs
Bids by HUFs, should be made in the individual name of the Karta. The Bidder/Applicant should specify that the Bid is being
made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or First
Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”.
Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorise their SCSB (if they are
Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through
the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”)
Accounts, and Eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms should authorise their
respective SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of UPI
Bidders Bidding through the UPI Mechanism) 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.
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).
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 capital on a fully diluted basis or shall not exceed 5% of the paid-up value of
each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs
and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10%
of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of
10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company.
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.
Also see “Restrictions on Foreign Ownership of Indian Securities” on page 441.
Bids by 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, with effect from April 1,
2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA Non-
debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap is 100%
and accordingly, the applicable limit with respect to our Company is 100%.
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 case of Bids made by FPIs, a certified copy of the certificate of registration issued under
the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum
Application Form for Non-Residents ([●] in colour).
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included.
427Subject 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 asset) 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.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by, or on behalf of is subject to, inter alia, the following conditions:
(i) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(ii) 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.
Bids by FPIs which utilise the multi-investment manager structure in accordance with the Operational Guidelines for Foreign
Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI FPI Regulations (the
“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account numbers, Client IDs and
DP IDs shall not be treated as multiple Bids (“MIM Bids”). FPIs bearing the same PAN may be treated as multiple Bids by a
Bidder and may be rejected, except for Bids from FPIs that utilise the multi-investment manager structure in accordance with
the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making
MIM Bids using the same PAN and with 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.
Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and
indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”)
which have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate class
of investors with segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted at investment strategy
level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable
differences and managed by a single investment manager; (v) multiple branches in different jurisdictions of foreign bank
registered as FPIs; (vi) Government and Government related investors registered as Category I FPIs; and (vii) Entities registered
as Collective Investment Scheme having multiple share classes.
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.”
For 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 SEBI registered AIFs, VCFs and FVCIs
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. While the SEBI VCF Regulations have since been
repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated by such regulations until the
existing fund or scheme managed by the fund is wound up. FVCIs can invest only up to 33.33% of the investible funds by way
of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than 25% of the investible
funds in one investee company directly or through investment in the units of other AIFs, subject to the conditions prescribed
by the SEBI. A Category III AIF cannot invest more than 10% of the investible funds in one investee company directly or
through investment in the units of other AIFs, subject to the conditions prescribed by the SEBI. A VCF registered as a Category
I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its investible funds by way of subscription to
an initial public offering of a venture capital undertaking. Additionally, a VCF that has not re- registered as an AIF under the
SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed to
428participate in the Offer) until the existing fund or scheme managed by the fund is wound up and such funds shall not launch
any new scheme after the notification of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs, and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, each of the Promoter 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.
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, reserves the right to reject any Bid without
assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are 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.
The investment limit for banking companies in non-financial services as per the Banking Regulation Act, 1949, as amended,
(“Banking Regulation Act”), and the Master Directions – Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, as amended, and Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended is 10% of
the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the
banking company’s paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid- up share
capital of such investee company, subject to prior approval of the RBI, if (i) the investee company is engaged in non-financial
activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act, (ii) the additional acquisition
is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The
bank is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. The
aggregate investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly or
indirectly controlled by the bank, and mutual funds managed by asset management companies controlled by the bank, shall not
exceed more than 20% of the investee company’s paid up share capital engaged in non-financial services. However, this cap
does not apply to the cases mentioned in (i) and (ii) above.
Further, the aggregate equity investment made by a banking company in all its subsidiaries and other entities engaged in
financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking company paid
up share capital and reserves.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars (Nos. CIR/CFD/DIL/12/2012 and
CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013 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 Bids.
Bids by Systemically Important NBFCs
In case of Bids made by Systemically Important NBFCs registered with RBI, a certified copies of the (i) certificate of
registration issued by RBI, (ii) last audited financial statements on a standalone basis (iii) a net worth certificate from its
statutory auditor(s), and (iv) such other approval as may be required by the Systemically Important NBFCs are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to
reject any Bid, without assigning any reason thereof.
429Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, directions, guidelines
and circulars issued by RBI from time to time. The investment limit for Systemically Important NBFCs shall be as prescribed
by RBI from time to time.
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 BRLMs, reserves
the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of
India (Actuarial Finance and Investment) Regulations, 2024 (“IRDAI AFI Regulations”), and are based on investments in the
equity shares of a company, the entire group of the investee company and the industry sector in which the investee company
operates. Bidders are advised to refer to the IRDAI AFI Regulations for specific investment limits applicable to them and shall
comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹250 million, a
certified copy of 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, reserves the right to
reject any Bid, without assigning any reason thereof.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible FPIs,
AIFs, Mutual Funds, insurance companies, Systemically Important NBFCs, insurance funds set up by the army, navy or air
force of the Union of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250 million (subject to applicable laws) and pension funds with a minimum corpus
of ₹250 million, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with
a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserves 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 its absolute discretion, reserves 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.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.
Bids by Eligible Employees
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 Bid must be for a minimum of [●] Equity Shares of face value of ₹ 2 each and in multiples of [●] Equity Shares
thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹0.50 million.
However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the
first instance, for a Bid amounting up to ₹0.20 million (which will be less Employee Discount). In the event of any
under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees, who have bid in excess of ₹0.20 million, provided however that
the maximum Bid in this category by an Eligible Employee cannot exceed ₹0.50 million (which will be less Employee
Discount).
c) Only Eligible Employees (as defined in this Draft Red Herring Prospectus) would be eligible to apply in this Offer
under the Employee Reservation Portion.
d) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as
multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or
all categories.
e) Only those Bids, which are received at or above the Offer Price net of Employee Discount, if any, would be considered
for Allotment under this category.
430f) Eligible Employees can apply at Cut-off Price.
g) Eligible Employees bidding in the Employee Reservation Portion may Bid either through the UPI mechanism or ASBA
(including syndicate ASBA).
h) In case of joint bids, the First Bidder shall be an Eligible Employee.
i) If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Offer Price, full
allocation shall be made to the Eligible Employees to the extent of their demand.
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 subject to the Net Offer constituting 10% of the post-Offer share capital of our Company. If the
aggregate demand in this category is greater than [●] Equity Shares at or above the Offer Price, the allocation shall be made on
a proportionate basis.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided below:
(i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the
BRLMs.
(ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million.
(iii) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
(iv) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date, and will be completed
on the same day.
(v) Our Company, in consultation with the BRLMs may finalise allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a)
maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million; (b)
minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is
more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor Investor;
and (c) in case of allocation above ₹2,500.00 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor
Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor.
(vi) 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.
(vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
(viii) 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.
(ix) 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked- in for a
period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares allotted to Anchor Investors
under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
(x) Neither (a) 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) nor (b) the Promoters, Promoter Group or any person
related to the Promoters or members of the Promoter Group shall apply in the Offer under the Anchor Investor Portion.
(xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
(xii) Further, an Anchor Investor was be deemed to be an “associate of the BRLM” if: (i) either of them controlled, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either
431of them, directly or indirectly, by itself or in combination with other persons, exercised control over the other; or (iii)
there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders,
severally and not jointly, 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, when filed. 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 laws
or regulation and as specified in this Draft Red Herring Prospectus, or as will be specified in the Red Herring Prospectus
and the Prospectus.
For more information, please read the General Information Document.
Certain 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
Acknowledgement 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 Acknowledgement 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, the Promoter Selling Shareholders and/or the BRLMs are cleared or approved by the
Stock Exchanges, nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the
statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company, nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this Draft Red Herring Prospectus, 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 Bidders 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 Bidders and Eligible employees
Bidding in the Employee Reservation Portion can revise or withdraw their Bid(s) until the Bid / Offer Closing Date. UPI Bidders
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:
A. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
B. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
C. Ensure that you have Bid within the Price Band;
D. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
E. Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA Account (i.e.,
bank account number) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism in the
Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure that you have mentioned the
correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form;
F. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders
(other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General
Information Document;
G. UPI Bidders Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked
UPI ID (only for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account
or bank account linked UPI ID of any third party;
432H. Ensure that you have funds equal to or more than the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to any of the Designated Intermediaries;
I. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered Brokers,
RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;
J. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
K. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
first Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA
Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
L. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain the name of only the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
M. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or
acknowledgement specifying the application number as a proof of having accepted the of the Bid cum Application
Form for all your Bid options from the concerned Designated Intermediary;
N. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed, and obtain a revised Acknowledgement Slip;
O. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
P. 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 the SEBI, may be exempt from
specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the
requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons
resident in the state of Sikkim, who, in terms of the SEBI circular dated July 20, 2006, may be exempted from
specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the
Income Tax Act. The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and
the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;
Q. 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;
R. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
S. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the relevant
documents, including a copy of the power of attorney, if applicable, are submitted;
T. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
U. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP ID, Client
ID, the PAN, and UPI ID (for UPI Bidders Bidding through UPI Mechanism) and 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 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;
V. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted
to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the
ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in);
433W. 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;
X. 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;
Y. In case of UPI Bidders, once the Sponsor Bank(s) issues the Mandate Request, the UPI Bidders would be required to
proceed to authorise the blocking of funds by confirming or accepting the UPI Mandate Request to authorise the
blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely
manner;
Z. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single
account) and of the first Bidder (in case of joint account) in the Bid cum Application Form;
AA. Ensure that when applying in the Offer using the UPI Mechanism and mobile application, the name of your SCSB
appears in the list of SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name
of the app and the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
BB. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI
Bidder’s ASBA Account;
CC. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
DD. 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;
EE. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the
MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs;
FF. UPI Bidders Bidding through UPI Mechanism 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/its
UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified
the attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to
block the entire Bid Amount and authorises the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid cum
Application Form;
GG. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the
Bid/ Offer Closing Date;
HH. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs 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;
II. 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 Bank(s), as applicable, via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as
the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating
in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
JJ. Ensure that the Demographic Details are updated, true and correct in all respects; and
KK. Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated Feb
13, 2020 and press release dated June 25, 2021 and September 17, 2021, each issued by the Central Board of Direct
Taxes.
434The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application
made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’
to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.
Don’ts:
A. Do not Bid for lower than the minimum Bid size;
B. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
C. Do not Bid/revise the Bid Amount to an amount calculated at less than the Floor Price or higher than the Cap Price;
D. Do not Bid for a Bid Amount exceeding ₹0.20 million for Bids by Retail Individual Bidders and ₹0.50 million for
Bids by UPI Bidders and Eligible Employees Bidding in the Employee Reservation Portion;
E. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
F. Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Bidders) and ₹0.50 million for
Bids by Eligible Employees Bidding in the Employee Reservation Portion;
G. Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest;
H. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
I. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
J. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
K. Do not submit the Bid for an amount more than funds available in your ASBA account;
L. 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;
M. If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Offer Closing Date for QIBs;
N. Do not Bid for Equity Shares in excess of what is specified for each category;
O. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum Application
Form per ASBA Account or UPI ID, respectively;
P. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account
UPI ID;
Q. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a color prescribed for another category of Bidder;
R. 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;
S. 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);
T. Do not fill up the Bid cum Application Form such that the number of 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 under the terms of the Red Herring Prospectus;
U. Do not submit the General Index Register (“GIR”) number instead of the PAN;
V. Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
W. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
X. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are
RIB and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
435Y. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA account;
Z. Anchor Investors should not Bid through the ASBA process;
AA. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
BB. 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;
CC. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders using the UPI Mechanism;
DD. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB
or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
EE. In case of ASBA Bidders (other than 3-in-1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹500,000;
FF. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the
UPI Mechanism; and
GG. Do not Bid if you are an OCB.
HH. 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 Bidders. Retail Individual Bidders and Eligible Employees Bidding
in the Employee Reservation Portion can revise or withdraw their Bids until the Bid / Offer Closing Date;
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Further, in case of any pre-Offer or post-Offer related issues regarding share certificates/demat credit/refund orders/unblocking
etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of the Company Secretary and
Compliance Officer, see “General Information” on page 81.
For helpline details of the BRLMs pursuant to SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7,
2024, see ‘General Information’ on page 81.
Grounds for Technical Rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document, Bidders
are requested to note that Bids may be rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI
handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked
bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank(s));
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
7. Bids submitted without the signature of the First Bidder or Sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI IDs;
10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
11. GIR number furnished instead of PAN;
43612. Bids by RIBs Bidding in the Retail Portion with Bid Amount of a value of more than ₹0.20 million;
13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids by QIBs uploaded after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders uploaded
after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs and Eligible Employees uploaded after 5.00 p.m. on
the Bid/ Offer Closing Date, unless extended by the Stock Exchanges.
In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking, etc., investors shall
reach out to the Company Secretary and Compliance Officer and Legal Head, and the Registrar. For details of the Company
Secretary and Compliance Officer and Legal Head and the Registrar, see “General Information – Company Secretary and
Compliance Officer” on page 82.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid / Offer Closing Date, the Bidder shall be compensated in accordance with applicable
law. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such
delay in unblocking.
Further, Bidders shall be entitled to compensation in the manner specified in the SEBI RTA Master Circular and SEBI ICDR
Master Circular in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the
Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR
Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares through the Red Herring Prospectus and the
Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than one per cent of the Offer may be
made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIBs, NIBs 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 each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to the
availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a
proportionate basis.
The allotment of Equity Shares to each Non-Institutional Bidder shall not be less than the minimum application size, subject to
the availability of Equity Shares in Non-Institutional Portion, and the remaining shares, if any, shall be allotted on a
proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations.
Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or
NEFT) to the Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Escrow Account(s)
should be drawn in favor of:
(a) In case of resident Anchor Investors: “[●]”; and
(b) In case of Non-Resident Anchor Investors: “[●]”.
Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established as an
arrangement between our Company, the Promoter Selling Shareholders and the Syndicate, the Escrow Collection Bank and the
Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.
437Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, our
Company along with Registrar to the Offer has entered into tripartite agreements dated January 1, 2025 and February 8, 2025
with NSDL and CDSL, respectively, for dematerialization of the Equity Shares.
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 advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of [●], an English
national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] editions of [●], a Telugu regional daily
newspaper (Telugu being the regional language of Hyderabad, Telangana where our Registered and Corporate Office is
located), each with wide circulation.
In the pre-Offer advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date. The advertisement,
subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X
of the SEBI ICDR Regulations.
Allotment advertisement
Our Company, the Book Running Lead Managers and the Registrar to the Offer shall publish an allotment advertisement before
commencement of trading of the Equity Shares on the Stock Exchanges, disclosing the date of commencement of trading of
the Equity Shares on the Stock Exchanges in: (i) all editions of [●], an English national daily newspaper; (ii) in all editions of
[●], a Hindi national daily newspaper; and (iii) in all editions of [●], a Telugu regional daily newspaper (Telugu being the
regional language of Hyderabad, Telangana, where our Registered and Corporate Office is located), each with wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company, the Promoter Selling Shareholders and the Underwriters intend to enter into an Underwriting
Agreement on or immediately after the finalization of the Offer Price but prior to the filing of Prospectus.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain details
of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be complete
in all material respects.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013,
which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹1.00 million or 1%
of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months
extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such
amount (provided that where the fraud involves public interest, such term shall not be less than three years). Further, where the
fraud involves an amount less than ₹1.00 million or one per cent of the turnover of the company, whichever is lower, and does
not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend
to five years or with fine which may extend to ₹5 million or with both.
Undertakings by our Company
Our Company undertakes the following:
438(i) adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Form from Anchor Investors;
(ii) the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
(iii) all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken within the time period of the Bid/Offer
Closing Date, as may be prescribed by the SEBI or under any applicable law;
(iv) if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will
be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid
to the Bidders at the rate prescribed under applicable law for the delayed period;
(v) the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;
(vi) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;
(vii) Except for Equity Shares allotted pursuant to the Offer and except for any allotment of Equity Shares to employees of
our Company pursuant to exercise of options granted under the ESOP Plan 2025, no further issue of the Equity Shares
shall be made until the Equity Shares issued through the Red Herring Prospectus are listed or until the Bid monies are
unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc, other than as disclosed in
accordance with Regulation 56;
(viii) Promoter’s contribution, if any, shall be brought in advance before the Bid/Offer Opening Date and the balance, if
any, shall be brought in on a pro rata basis before calls are made on the Allottees;
(ix) Our Company shall not have any recourse to the proceeds of the Fresh Issue until final listing and trading approvals
have been received from the Stock Exchanges;
(x) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice
shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges on
which the Equity Shares are proposed to be listed shall also be informed promptly; and
(xi) if our Company, in consultation with the BRLMs withdraws the Offer after the Bid/ Offer Closing Date and thereafter
determines that it will proceed with an issue of the Equity Shares, it shall be required to file a fresh draft red herring
prospectus with the SEBI.
Undertakings by the Promoter Selling Shareholders
Each of the Promoter Selling Shareholders, severally and not jointly, in respect of itself as a Promoter Selling Shareholder and
its portion of the Equity Shares offered in the Offer, specifically undertakes and/ or confirms the following in respect to itself
as a Promoter Selling Shareholder and its respective portion of the Offered Shares:
(i) they are the legal and beneficial owners of the Equity Shares offered by them in the Offer for Sale;
(ii) the Offered Shares are free and clear of any encumbrances and shall be transferred to the successful Bidders in the
Offer;
(iii) the portion of the Offered Shares offered for sale by the Promoter Selling Shareholders are eligible for being offered
in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations; and
(iv) they shall not have any recourse to the proceeds of the Offer for Sale, which shall be held in escrow in their favour,
until final listing and trading approvals have been received from the Stock Exchanges where listing is sought have
been received.
Utilization of Offer Proceeds
Our Company declares that:
(i) all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than the bank
account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
439(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed until 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.
440RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under
the Industrial Policy, unless specifically restricted, foreign investment is freely permitted 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.
The Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through
press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”) issued the FDI
Policy, which with effect from October 15, 2020 consolidated, subsumed superseded all previous press notes, press releases
and clarifications on FDI issued by the DPIIT that were in force and effect as of and prior to October 15, 2020. The FDI Policy
will be valid until the DPIIT issues an updated circular. As per the Consolidated FDI Policy, FDI in companies engaged in
manufacturing sector, which is the sector in which our Company operates, is permitted up to 100% of the paid-up share capital
of such company under the automatic route. For further details, see “Key Regulations and Policies” on page 238.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided that:
(i) the activities of the investee company are under the automatic route under the 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 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 NRIs” and “Offer Procedure – Bids
by FPIs” on page 427.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which 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 (“Restricted Investors”), will
require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Non-debt Instruments Rules. 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. Furthermore, on April 22, 2020, the Ministry of Finance, Government
of India has also made a similar amendment to the FEMA Non-debt Instruments Rules. 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.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer. For further details, see “Offer
Procedure” on page 421.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders 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.
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any jurisdiction
except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each
such jurisdiction. In particular, the Equity Shares offered in the Offer have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may
not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Offer
are being offered and sold only outside the United States in “offshore transactions” as defined in and in reliance on Regulation
S under the U.S. Securities Act (“Regulation S”).
441SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. Pursuant to Schedule I of Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the Articles
of Association of our Company are detailed below. Except for the following, there is no material clause in the Articles of
Association which have been left out from disclosure having bearing on the Offer:
TABLE ‘F’ EXCLUDED
1. The Regulations contained in the Table marked ‘F’ in Schedule 1 to the Companies Act, 2013 (the “Act”) shall apply
to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles or
by the said Act.
2. The regulations for the management of the Company and for the observance by the members thereto and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion or
alteration of or addition to its regulations by resolution as prescribed or permitted by the Companies Act, 2013, be
such as are contained in these Articles.
3. Interpretation
a) “Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time
being in force and the term shall be deemed to refer to the applicable section thereof which is relatable to the
relevant Article in which the said term appears in these Articles and any previous company law, so far as may
be applicable.
b) “Articles” means these articles of association of the Company or as altered from time to time.
c) “Board of Directors” or “Board”, means the collective body of the directors of the Company.
d) “Board Meeting” shall mean any meeting of the Board, as convened from time to time and any adjournment
thereof, in accordance with law and the provisions of these Articles.
e) “Beneficial Owner” shall mean beneficial owner as defined in Clause (a) of subsection (1) of section 2 of
the Depositories Act.
f) “Capital” or “Share Capital” shall mean the share capital for the time being, raised or authorised to be
raised for the purpose of the Company.
g) “Company” means “ELDORADO AGRITECH LIMITED (EAL)”.
h) “Depositories Act” shall mean The Depositories Act, 1996 and shall include any statutory modification or
re-enactment thereof.
(a) Depository” shall mean a depository as defined in Clause (e) of sub-section (1) of section 2 of the
Depositories Act.
(b) "Encumbrance” shall mean
(i) encumbrance, including without limitation, any security interest, claim, mortgage, pledge,
charge, hypothecation, lien, lease, assignment, deed of trust, title retention, deposit by way
of security, beneficial ownership (including usufruct and similar entitlements), or any other
similar interest held by a third Person,
(ii) security interest or other encumbrance of any kind securing, or conferring any priority of
payment in respect of, any obligation of any Person, including without limitation any right
granted by a transaction which, in legal terms, is not the granting of security but which has
an economic or financial effect similar to the granting of security under Applicable Law,
(iii) right of pre-emption, right of first offer, or refusal or transfer restriction in favour of any
Person, or
(iv) any adverse claim as to title, possession or use.
(c) “Equity Shares” shall mean fully paid-up equity shares of the Company having a par value of INR
2/- (Rupees Two only) per Equity Share of the Company, or any other issued share capital of the
442Company that is reclassified, reorganized, reconstituted or converted into Equity Shares of the
Company.
(d) “Extraordinary General Meeting” shall mean an Extraordinary General Meeting of the holders of
Shares duly called and constituted in accordance with the provisions of the Act.
(e) “Office” shall mean the registered Office for the time being of the Company.
(f) “Paid-up” shall include the amount credited as paid up.
(g) “Rules” means the applicable rules for the time being in force as prescribed under relevant sections
of the Act.
(h) “Seal” means the common seal of the Company.
(i) “SEBI” mean the Securities and Exchange Board of India, constituted under the Securities and
Exchange Board of India Act, 1992.
(j) “SEBI Listing Regulations” shall mean Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
(k) “Securities” means Securities as defines under the Act.
(l) “Shareholder” or “shareholder” or “member” shall mean any shareholder of the Company, from
time to time
(m) “Stock Exchanges” shall mean the designated stock exchange and any other stock exchange in India
where the Securities of the Company are listed.
(n) “Transfer” shall mean (i) any, direct or indirect, transfer or other disposition of any shares,
securities (including convertible securities), or voting interests or any interest therein, including,
without limitation, by operation of Law, by court order, by judicial process, or by foreclosure, levy
or attachment; (ii) any, direct or indirect, sale, assignment, gift, donation, redemption, conversion or
other disposition of such shares, securities (including convertible securities) or voting interests or
any interest therein, pursuant to an agreement, arrangement, instrument or understanding by which
legal title to or beneficial ownership of such shares, securities (including convertible securities) or
voting interests or any interest therein passes from one Person to another Person or to the same
Person in a different legal capacity, whether or not for value; (iii) the granting of any security interest
or encumbrance in, or extending or attaching to, such shares, securities (including convertible
securities) or voting interests or any interest therein, and the word “Transferred” shall be construed
accordingly.
(ii) Unless the context otherwise requires, words or expressions contained in these articles shall bear the same
meaning as in the Act or the rules, as the case may be.
4. Public Company
The company is a Public Company within the meaning of section 2(71) of the Act.
5. Share Capital and Variation of rights
a) In accordance with Section 56 and other applicable law, every member shall be entitled, without payment to
one or more certificates in marketable lots, for all the shares of each class or denomination registered in his
name, or if the directors so approve (upon paying such fee as the Directors so time determine) to several
certificates, each for one or more of such shares and the company shall complete and have ready for delivery
such certificates within three months from the date of allotment, unless the conditions of issue thereof
otherwise provide, or within two months of the receipt of application of registration of transfer, transmission,
sub-division, consolidation or renewal of any of its shares as the case may be. Every certificates of shares
shall be under the seal or the company and shall specify the number and distinctive numbers of shares in
respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may
prescribe and approve.
b) The authorised share capital of the Company shall be as specified in Clause V of Memorandum of Association
of the Company with the power to increase or reduce such capital from time to time in accordance with the
Articles and as per the applicable laws for the time being in force in this regard and also with the power to
divide the Shares in the capital for the time being into Equity Share Capital and Preference Share Capital and
443to attach thereto respectively any preferential, qualified or special rights, privileges or conditions, in
accordance with the provisions of the Act, these Articles and other applicable laws. A Share certificate may
be sub-divided or consolidated with the permission of the Company.
c) Subject to the provisions of the Act and these Articles the shares in the capital of the company shall be under
the control of the Board of Directors who may issue allot or otherwise dispose of the same or any of them to
such persons in such proportion and on such terms and conditions and either at a premium or at par and at
such time as they may from time to time think fit and with sanction of the company in the General Meeting
to give to any person or persons the option or right to call for any shares either at par or premium during such
time and for such consideration as the directors thinks fit.
d) Subject to the provisions of the Act and these Articles, the Board may issue and allot shares in the capital of
the Company on full payment or part payment for any property or assets of any kind whatsoever sold or
transferred, goods or machinery supplied or for services rendered to the Company in the conduct of its
business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise
than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares, as the case may
be.
e) The Company may issue the following kinds of shares in accordance with these Articles, the Act, the Rules
and other applicable laws:
a) Equity share capital
b) Preference share capital
f) (i) Unless, the shares have been issued in a dematerialized form, every person whose name is entered as a
member in the register of members shall be entitled to receive within two months after incorporation, in case
of subscribers to the Memorandum or after allotment or within one month after the application for the
registration of transfer or transmission or within such other period as the conditions of issue shall be
provided,—
a) one certificate for all his shares without payment of any charges; or
b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each
certificate after the first.
g) The Company shall be entitled to dematerialize its existing shares, rematerialize its shares held in the
depository and/or to offer its fresh shares in a dematerialized form pursuant to the Depositories Act, as
amended from time to time, and the rules framed thereunder, if any. Every certificate shall be under the seal
and shall specify the shares to which it relates and the amount paid - up thereon and shall be signed by two
directors or by a director and the company secretary, wherever the company has appointed a company
secretary.
h) In respect of any share or shares held jointly by several persons the company shall not be bound to issue more
than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders.
i) If any share certificate be worn out defaced mutilated or torn or if there be no further space on the back for
endorsement of transfer then upon production and surrender thereof to the company a new certificate may be
issued in lieu thereof and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of
the company and on execution of such indemnity as the company deem adequate a new certificate in lieu
thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for
each certificate.
j) A certificate, issued under the common seal of the Company, specifying the shares held by any Person shall
be prima facie evidence of the title of the Person to such shares. Where the shares are held in depository form,
the record of Depository shall be the prima facie evidence of the interest of the beneficial owner.
k) 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.
444l) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40
provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed
in the manner required by that section and rules made thereunder. 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. 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.
m) 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.
n) To every such separate meeting the provisions of these regulations relating to general meetings shall mutatis
mutandis apply but so that the necessary quorum shall be at least two persons holding at least one-third of the
issued shares of the class in question.
o) 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 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.
p) The Board or the Company, as the case may be, may, in accordance with the Act and the Rules, issue further
shares to –
a) persons who, at the date of offer, are holders of equity shares of the Company; such offer 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; or
b) employees under any scheme of employees’ stock option; or
c) any persons, whether or not those persons include the persons referred to in clause (a) or clause (b)
above.
6. Further Issue of Capital
1. Where at any time after the expiry of two years from the formation of the company or at any time alter the
expiry of one year from the allotment of shares in the company made for the first time after its formation,
whichever Is earlier, it Is proposed to increase the subscribed capital of the company by allotment of further
Shares then:
a. Such further shares shall be offered to the persons who, at the date of the offer, are holders of the
equity shares of the company, in proportion, as nearly as circumstances admit, to the capital paid up
on those shares at that date;
b. The offer aforesaid shall be made by a notice specifying the number of Shares offered and limiting
a time not being less than thirty days from the date of the offer within which the offer, if not accepted,
will be deemed to have been declined;
c. 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 (b) shall contain a statement of this right;
d. 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 as they think most beneficial to the company;
e. to any Persons, if it is authorised by a Special Resolution, whether or not those Persons include the
Persons referred to in clause (i) or clause (ii) above, either for cash or for a consideration other than
cash, if the price of such shares is determined by the valuation report of a registered valuer, subject
to the compliance with the applicable provisions of the Act and any other conditions as may be
prescribed under Law.
445f. A further issue of securities may be made in any manner whatsoever as the board may determine
including by way of preferential allotment or private placement subject to and in accordance with
Companies Act and rules made thereunder with pricing method prescribed to listed entities under
SEBI (Issue of Capital Disclosures and Requirements) Regulations, as amended from time to time,
if applicable.
g. The Company may issue bonus shares by way of capitalization profits or out of securities premium
or otherwise in accordance with the Act and the Rules and other applicable provisions for the time
being in force.
h. The Company shall have power to issue sweat equity shares to its employees or directors for cash
or against consideration (other than cash) for providing know-how or making available rights in the
nature of intellectual property rights or value additions by whatever name called, subject to the
provisions of Section 54 of the Act and any other related provisions as may be required for the time
being in force.
i. The Company may issue shares to Employees including its Directors other than independent
directors and such other persons as the rules may allow, under Employee stock option scheme,
Employee stock purchase scheme or any other scheme, if authorized by the members in general
meeting subject to the provisions of the Act, the Rules, applicable guidelines made there under and
other applicable laws for the time being in force.
2. Notwithstanding anything contained in Article 5 clause (1) 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 (1) of Article
5 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 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 that general meeting
(Including the casting vote, If any, of the Chairman) by members who, being entitled so to do, 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.
3. Nothing in sub-clause (c) of (99) 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.
4. 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 by the company:
5. To convert such debentures or loans into shares in the company; or
6. To subscribe for shares in the company
Provided that the terms of issue of such debentures or the terms of such loans include a term providing for
such option and such term:
a. Either has been approved by the central Government before the issue of debentures or the raising of
the loans or is in conformity with Rules, if any, made by that Government in this behalf; and
b. the case of debentures or loans or other than debentures Issued to, or loans obtained from the
Government, or any Institution specified by the Central Government In this behalf, has also been
approved by the special resolution passed by the company In General Meeting before the Issue of
the loans.
7. Lien
• The company shall have a first and paramount lien on every share (not being a fully paid share) for all monies
(whether presently payable or not) called or payable at a fixed time in respect of that share; and
446• on all shares (not being fully paid shares) standing registered in the name of a single person for all monies
presently payable by him or his estate to the company.
• Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from
the provisions of this clause. The company’s lien if any on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.
• 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. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions or this clause.
• The company may sell in such manner as the Board thinks fit any shares on which the company has a lien.
• Provided that no sale shall be made
a) unless a sum in respect of which the lien exists is presently payable; or
b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of
the amount in respect of which the lien exists as is presently payable has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency.
c) To give effect to any such sale the Board may authorise some person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer.
The purchaser shall not be bound to see to the application of the purchase money nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
d) 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. 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.
e) The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities including
debentures of the Company.
8. Issue of Securities
Subject to compliance with applicable provision of the Act and rules framed thereunder the company shall have power
to issue any kind of securities as permitted to be issued under the Act and rules framed thereunder and other applicable
laws for the time being in force.
9. Debentures
• Any debentures, debenture-stock or other securities may be issued at a discount (subject to the compliance
with the provision of Section 53 of the Companies Act, 2013), 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.
• Subject to applicable provisions of the Act, the Company may at any time pay a commission to any person
in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure subscription,
(whether absolutely or conditionally), for any shares or Debentures in the Company in accordance with the
provisions of the Companies (Prospectus and Allotment of securities) Rules, 2014 as amended from time to
time.
• The Company may also, on any issue of shares or Debentures, pay such brokerage as may be lawful.
10. Calls on shares
a) The Board may from time to time make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times Provided that no call shall exceed one-fourth of
the nominal value of the share or be payable at less than one month from the date fixed for the payment of
the last preceding call. 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. A call may be revoked or postponed at the discretion of the Board.
447b) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call
was passed and may be required to be paid by instalments.
c) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
d) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time
of actual payment at ten per cent per annum or at such lower rate if any as the Board may determine. The
Board shall be at liberty to waive payment of any such interest wholly or in part.
e) 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. In case of non-payment of such sum all the relevant provisions of these regulations as to payment of
interest and expenses forfeiture or otherwise shall apply as if such sum had become payable by virtue of a
call duly made and notified.
f) The Board -
a. may if it thinks fit, subject to the provisions of Section 50 of the Act, agree to and receive from any
member willing to advance the same all or any part of the monies uncalled and unpaid upon any
shares held by him and beyond the sums actually called for, and upon the amount so paid or satisfied
in advance, or so much thereof as from time to time exceeds;
b. upon all or any of the monies so advanced, may (until the same would, but for such advance, become
presently payable) pay interest at such rate not exceeding, unless the company in general meeting
shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and
the member paying the sum in advance.
Nothing contained in this clause shall confer on the member any right to participate in profits or
dividends or any voting rights in respect of the monies so paid by him until the same would, but for
such payment become presently payable by him.
g) The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities including
Debentures of the Company.
h) The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the same
would but for such payment, become presently payable.
11. Nomination of Securities
a) Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any person to
whom his securities shall vest in the event of his death.
b) Where the securities of a company are held by more than one person jointly, the joint holders may together
nominate, in the prescribed manner, any person to whom all the rights in the securities shall vest in the event
of death of all the Joint holders.
c) Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether
testamentary or otherwise, in respect of the securities of a company, where a nomination made in the
prescribed manner purports to confer on any person the right to vest the securities of the company, the
nominee shall, on the death of the holder of securities or, as the case may be, on the death of the joint holders,
become entitled to all the rights in the securities, of the holder or, as the case may be, of all the joint holders,
in relation to such securities, to the exclusion of all other persons, unless the nomination is varied or cancelled
in the prescribed manner.
d) Where the nominee is a minor, it shall be lawful for the holder of the securities, making the nomination to
appoint, in the prescribed manner, any person to become entitled to the securities of the company, in the event
of the death of the nominee during his minority.
e) The transmission of Securities of the Company by the holders of such Securities and transfer in case of
nomination shall be subject to and in accordance with the provisions of the Companies (Share Capital and
Debentures) Rules, 2014.
44812. Transfer of shares
a) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor
and transferee using a common form of transfer. 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) The Board may subject to the right of appeal conferred by section 58 decline to register the transfer of a share
not being a fully paid share to a person of whom they do not approve or any transfer of shares on which the
company has a lien.
c) The Board may decline to recognize any instrument of transfer unless
1. The instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section
56.
2. 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
3. The instrument of transfer is in respect of only one class of shares.
Provided that where it is proved to the satisfaction of the Board that an instrument of transfer signed
by the transferor and transferee has been lost or the instrument of transfer has not been delivered
within the prescribed period, the Company may register the transfer on such terms as to indemnify
as the Board may think fit.
d) In accordance with Section 56 of the Act, the Rules and such other conditions as may be prescribed under
Law, every instrument of transfer of shares held in physical form shall be in writing. In case of transfer of
shares where the Company has not issued any certificates and where the shares are held in dematerialized
form, the provisions of the Depositories Act shall apply.
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) The Board may delegate the power of transfer of Securities to a committee or to compliance officer or to the
registrar to an issue and/or share transfer agent(s).
g) Provided that the delegated authority shall report on transfer of Securities to the Board in each meeting.
h) The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other
securities including debentures of the Company.
i) Subject to the provisions of Section 59, these Articles and other applicable provisions of the Act or any other
law for the time being in force, the Board may refuse whether in pursuance of any power of the company
under these Articles or otherwise to register the transfer of, or the transmission by operation of law of the
right to any shares or interest of a Member in or debentures of the Company. The Company shall within 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 Company, send notice of the refusal to the transferee and the transferor or to the
person giving intimation of such transmission, as the case may be, giving reasons for such refusal. Provided
that the registration of a transfer shall not be refused on the ground of the transferor being either alone or
jointly with any other person or persons indebted to the Company on any account whatsoever except where
the Company has a lien on shares.
13. Transmission of shares
a) 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 recognised by the
company as having any title to his interest in the shares 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.
449b) 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 to be registered himself as holder of the share or to make such transfer of the
share as the deceased or insolvent member could have made. 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) The Company shall be fully indemnified by such person from all liability, if any, by actions taken by the
Board to give effect to such registration or transfer.
d) 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. If the person aforesaid shall
elect to transfer the share he shall testify his election by executing a transfer of the share. 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.
e) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to
the same dividends and other advantages to which he would be entitled if he were the registered holder of the
share except that he shall not before being registered as a member in respect of the share be entitled in respect
of it to exercise any right conferred by membership in relation to meetings of the company Provided that the
Board may at any time give notice requiring any such person to elect either to be registered himself or to
transfer the share and if the notice is not complied with within ninety days the Board may thereafter withhold
payment of all dividends bonuses or other monies payable in respect of the share until the requirements of
the notice have been complied with.
f) The provisions of these Articles relating to transmission by operation of law shall mutatis mutandis apply to
any other Securities including debentures of the Company.
g) In case of transfer and transmission of shares or other marketable Securities where the Company has not
issued any certificates and where such shares or Securities are being held in any electronic and fungible form
in a Depository, the provisions of the Depositories Act shall apply.
h) The Instrument of transfer shall be in writing and all provisions of Section 56 of the Companies Act, 2013
and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of
shares and registration thereof.
14. Forfeiture of shares
a) If a member fails to pay any call or instalment of a call on the day appointed for payment thereof the Board
may at any time thereafter during such time as any part of the call or instalment remains unpaid serve a notice
on him requiring payment of so much of the call or instalment as is unpaid together with any interest which
may have accrued and all expenses that may have been incurred by the Company by reason of non-payment.
b) The notice aforesaid shall name
1. 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
2. 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.
c) 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.
d) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks
fit. At any time before a sale or disposal as aforesaid the Board may cancel the forfeiture on such terms as it
thinks fit.
e) 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.
450f) 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.
1. 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;
2. The company may receive the consideration, if any, given for the share on any sale, re-allotment 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;
3. The transferee shall thereupon be registered as the holder of the share; and
4. 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, re-allotment or disposal of the share.
g) Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate(s),
if any, originally issued in respect of the relative shares shall (unless the same shall on demand by the
Company has been previously surrendered to it by the defaulting member) stand cancelled and become null
and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the
said shares to the person(s) entitled thereto.
h) The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any member
desirous of surrendering them on such terms as they think fit
i) The provisions of these regulations as to forfeiture shall apply in the case of non-payment 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.
j) The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other
securities including debentures of the Company.
15. Alteration of capital
a) The company may from time to time by ordinary resolution increase the share capital by such sum to be
divided into shares of such amount as may be specified in the resolution.
Subject to the provisions of section 61 the company may by ordinary resolution
1. consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares
2. convert all or any of its fully paid-up shares into stock and reconvert that stock into fully paid-up
shares of any denomination
3. sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum, so however, that in the sub-division on the proportion between the amount paid
and the amount, if any, unpaid, on each reduced share shall be the same as it was in the case of
the shares from which the reduced share is derived;
4. 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, and diminish the amount of its share capital by the amount of the shares so
cancelled.
b) Where shares are converted into stock 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.
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
451from which the stock arose but no such privilege or advantage (except participation in the dividends and
profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would
not if existing in shares have conferred that privilege or advantage.
c) The company may, by a special resolution, as prescribed by the Act, reduce in any manner and in accordance
with the provisions of the Act and the Rules,—
1. its share capital; and/or
2. any capital redemption reserve account; and/or
3. any securities premium account; and/or
4. any other reserve in the nature of share capital.
16. Dematerialisation of Securities
(i) Definitions For the purpose of this Article:
(a) ‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository;
(b) ‘SEBI’ means the Securities and Exchange Board of India;
(c) “Depository” shall mean a depository as defined in Clause (e) of sub-section (1) of section 2 of the
Depositories Act.
(ii) Subject to the provisions of the Act and Rules made thereunder the Company may offer its Members facility
to hold securities issued by it in dematerialized form.
(iii) Notwithstanding anything contained in the Articles, the Company may in accordance with the provisions of
the Depositories Act, 1996, be entitled to dematerialise its securities, debentures and other marketable
securities in accordance with the applicable law and/or regulations promulgated from time to time.
(iv) Every person subscribing to securities offered by the Company may have the option to receive security
certificates or to hold the securities with a Depository. The Beneficial Owner of the securities may at any
time opt out of holding the securities with a Depository, in the manner provided by the Depositories Act,
1996; and the Company shall, in the manner and within the time prescribed, issue to the Beneficial Owner
the required Certificates of Securities.
(v) All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in
Sections 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on behalf of
the Beneficial Owners.
(vi) Notwithstanding anything to the contrary contained in the Act or these articles, a depository shall be deemed
to be the registered owner for the purpose of effecting transfer of ownership of securities on behalf of the
beneficial owner.
(vii) Save as otherwise provided in (iv) above, the depository as the registered owner of the securities shall not
have any rights or any other rights in respect of the securities held by it.
(viii) Every person holding securities of the Company and whose name is entered as the beneficial owner in the
records of the Depository shall be deemed to be a member/ shareholder of the Company. The beneficial owner
of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his
securities which are held by a depository.
(ix) Notwithstanding anything contained in the Act or the Articles to the contrary, where securities are held in
Depository, the records of the beneficial ownership may be served by such Depository on the Company by
means of electronic mode or by delivery of floppies or discs or any other drive.
(x) The Register and Index of Beneficial Owners maintained by a Depository under section 11 of the Depositories
Act, 1996 shall be deemed to be the corresponding Register and Index of Members and Security holders for
the purpose of the Articles.
452(xi) The Company shall cause to be kept a register of members and index of members indicating separately for
each class of equity and preference shares held by each member residing in or outside India, register of
debentures and register of any other security holders as per applicable law.
(xii) The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall be
deemed to be a register and index of members for the purposes of this Act.
(xiii) Notwithstanding anything contained in the Act or these Articles to the contrary, where Securities are held in
a Depository, the records of the beneficial ownership may be served by such Depository on the Company by
means of electronic mode or by delivery of the physical papers.
(xiv) Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien
on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in
Depository so far as they apply to shares held in physical form subject to the provisions of the Depositories
Act.
(xv) The Company shall intimate such Depository the details of allotment of share to enable the Depository to
enter in its records the name of such person as the beneficial owner of that share.
(xvi) The provisions of these Articles shall mutatis mutandis apply to securities other than shares and any reference
to member herein shall apply to the holder of the concerned security
(xvii) Persons appearing as beneficial owners as per the register maintained by the Depository shall be entitled to
covered thereby and the Depository shall be the registered owner of such shares only for the purpose of
effecting transfer of ownership of such shares on behalf of the beneficial owner.
(xviii) The members shall bear all charges of the depository participant.
(xix) If a member having dematerialised his holdings of shares opts for rematerialisation of his holding of shares
or a part thereof, share certificates will be issued to him on a written request received for that purpose through
the depository participant.
(xx) The dematerialized shares can be transferred / transmitted as per rules of the Depository
(xxi) The records of members holding as maintained by the Depository and depository participants shall be the
basis for all purpose of holdings of the members, who have opted for the dematerialization.
(xxii) There will be no distinctive numbers for the dematerialised shares.
17. Capitalisation of profits
(i) The company in general meeting may, upon the recommendation of the Board, resolve—
(a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of
any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise
available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst
the members who would have been entitled thereto, if distributed by way of dividend and in the
same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause
(iii), either in or towards—
(a) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(b) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully
paid-up, to and amongst such members in the proportions aforesaid;
(c) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause(B);
(d) A securities premium account and a capital redemption reserve account or any other permissible
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;
453(e) The Board shall give effect to the resolution passed by the company in pursuance of this article.
(iii) The Company shall not use revaluation reserves for issue of bonus Shares.
(iv) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the amounts 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.
(v) 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 infractions; 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;
(vi) Any agreement made under such authority shall be effective and binding on such members.
18. 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.
19. General meetings
(i) In accordance with the provisions of the Act, the Company shall in each year hold Annual General Meeting
and shall specify the meeting as such in the notices convening such meetings. All general meetings other than
annual general meeting shall be called extraordinary general meeting.
(ii) No General Meeting shall be held unless at least 21 clear days prior written notice, or shorter written notice
in accordance with the Act, of that meeting has been given to each Member as per the provisions of the Act;
provided that any General Meeting, may be called after giving shorter notice than the notices required above,
if consent thereto is accorded, in the case of any other meeting, by Members of the Company majority in
number and representing / holding not less than 95% of the paid-up Share Capital which gives the right to
vote to such Members. In General Meeting, only such agenda will be considered as is specified in the notice
to the Members with respect to such meetings.
(iii) Notwithstanding anything contained in this Act or these Articles, the Company—
(a) shall, in respect of such items of business as the Central Government may, by notification, declare
to be transacted only by means of postal ballot; and
(b) may, in respect of any item of business, other than ordinary business and any business in respect of
which Directors or auditors have a right to be heard at any meeting, transact by means of postal
ballot, in such manner as may be prescribed, instead of transacting such business at a General
Meeting.
(c) If a resolution is assented to by the requisite majority of the Shareholders by means of postal ballot,
it shall be deemed to have been duly passed at a General Meeting convened in that behalf.
(iv) (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not
within India, any director or any two members of the company may call an extraordinary general
meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by
the Board.
45420. Proceedings at general meetings
a) No business shall be transacted at any general meeting unless a quorum of members is present at the time
when the meeting proceeds to business.
Save as otherwise provided herein the quorum for the general meetings shall be as provided in section 103.
i. The chairperson if any of the Board shall preside as Chairperson at every general meeting of the
company.
ii. If there is no such Chairperson or if he is not present within fifteen minutes after the time appointed
for holding the meeting or is unwilling to act as chairperson of the meeting the directors present shall
elect one of their members to be Chairperson of the meeting.
iii. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen
minutes after the time appointed for holding the meeting the members present shall choose one of
their members to be Chairperson of the meeting.
iv. On any business at any general meeting, in case of an equality of votes, whether on a show of hands
or electronically or on a poll, the Chairperson shall have a second or casting vote.
21. Adjournment of meeting
i. The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject to
the provisions of Section 103(2) of the Act, if such a quorum is not present within half an hour from
the time set for the Shareholders’ Meeting, the Shareholders’ Meeting shall be adjourned to the same day in
the next week at same time and place or to such other date and such other time and place as the Board may
determine and the agenda for the adjourned Shareholders’ Meeting shall remain the same. If at such adjourned
meeting also, a quorum is not present, at the expiration of half an hour from the time appointed for holding
the meeting, the members present shall be a quorum, and may transact the business for which the meeting
was called.
ii. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
iii. When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the
case of an original meeting.
iv. Save as aforesaid and as provided in section 103 of the Act it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
22. Voting rights
a) Subject to any rights or restrictions for the time being attached to any class or classes of shares
1. on a show of hands every member present in person shall have one vote and
2. on a poll the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the company.
b) A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall
vote only once.
c) In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be
accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined
by the order in which the names stand in the register of members.
d) 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. If any member be a minor, the vote in respect of
his share or shares shall be by his guardian or any one of his guardians.
e) Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the
Transmission Clause to any shares may vote at any general meeting in respect thereof as if he was the
registered holder of such shares, provided that at least 48 (forty eight) hours before the time of holding the
meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall duly satisfy the
455Board of his right to such shares unless the Board shall have previously admitted his right to vote at such
meeting in respect thereof.
f) Any business other than that upon which a poll has been demanded maybe proceeded with pending the taking
of the poll.
g) 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 or in regard to which the company has exercised
any right of lien.
1. 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.
2. Any such objection made in due time shall be referred to the Chairperson of the meeting whose
decision shall be final and conclusive.
23. Proxy.
a) The instrument appointing a proxy and the power-of-attorney or other authority if any under which it is signed
or a notarised copy of that power or authority shall be deposited at the registered office of the company not
less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote or in the case of a poll not less than 24 hours before the time appointed for
the taking of the poll and in default the instrument of proxy shall not be treated as valid.
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
1. 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.
2. Passing Resolutions By Postal Ballot
d) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions
relating to such business as notified under the Companies (Management and Administration) Rules, 2014, as
amended, or other Law required to be passed by postal ballot, shall get any resolution passed by means of a
postal ballot, instead of transacting the business in the General Meeting of the Company. Also, the Company
may, in respect of any item of business other than ordinary business and any business in respect of which
Directors or Auditors have a right to be heard at any meeting, transact the same by way of postal ballot.
e) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures
as prescribed under Section 110 of the Act and the Companies (Management and Administration) Rules,
2014, as amended from time and applicable Law.
24. Board of Directors
a) Unless otherwise determined by the Company in general meeting, the number of directors shall not be less
than 3 and shall not be more than 15. The Company shall also comply with the provisions of the Act, and the
rules made there under and the provisions of the SEBI Listing Regulations with respect to constitution of the
Board.
The following persons were the first directors of the company at the time of incorporation:
1. Mr Srinivasa Rao Linga
2. Mrs Usha Rani Papineni
b) The same individual may, at the same time, be appointed as the Chairperson of the Company as well as the
Managing Director or Chief Executive Officer of the Company.
456c) The board shall have the power to determine the directors whose period of office is or is not liable to
determination by retirement of director by rotation.
d) The remuneration of the directors shall in so far as it consists of a monthly payment be deemed to accrue
from day-to-day.
e) The remuneration payable to the directors, including any managing director or whole-time director or
manager, if any, shall be determined in accordance with and subject to the provisions of the Act and rules
made there under and provisions of the SEBI Listing Regulations.
f) In addition to the remuneration payable to them in pursuance of the Act the directors may be paid all travelling
hotel and other expenses properly incurred by them
i. in attending and returning from meetings of the Board of Directors or any committee thereof or
general meetings of the company; or
ii. in connection with the business of the company.
g) The Board may pay all expenses incurred in getting up and registering the company.
h) Every Director may be paid a sitting fee of such sum and subject to the ceiling as may be prescribed by the
Central Government from time to time for each meeting of the Board of Directors or of any Committee thereof
attended by such director. The Board may, from time to time, decide quantum of sitting fees payable to a
director for attendance at the Board Meeting or of any Committee thereof within the overall maximum limits
prescribed apart from travelling and other expenses.
i) 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.
j) 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.
k) Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to appoint
a person as an additional director, provided the number of the directors and additional directors together shall
not at any time exceed the maximum strength fixed for the Board by the Articles.
l) Such person, subject to applicable laws, rules or regulations, shall hold office only up to the date of the next
annual general meeting of the Company but shall be eligible for appointment by the Company as a director
at that meeting subject to the provisions of the Act.
m) The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the Original
Director”) during his absence for a period of not less than three months from India. No person shall be
appointed as an alternate director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act.
n) An alternate director shall not hold office for a period longer than that permissible to the Original Director in
whose place he has been appointed and shall vacate the office if and when the Original Director returns to
India.
o) If the term of office of the original director is determined before he so returns to India, any provision for the
automatic re-appointment of retiring directors in default of another appointment shall apply to the original
director, and not to the alternate director.
(i) If the office of any director appointed by the Company in general meeting is vacated before his term
of office expires in the normal course, the resulting casual vacancy may, be filled by the Board of
Directors at a meeting of the Board which shall be subsequently approved by members in the
immediate next general meeting.
(ii) The director so appointed shall hold office only up to the date up to which the director in whose
place he is appointed would have held office if it had not been vacated.
p) The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of that section) make and vary such regulations as it
may think fit respecting the keeping of any such register.
457q) The Company shall have such number of Independent Directors on the Board of the Company, as may be
required in terms of the provisions of Section 149 of the Act and the Companies (Appointment and
Qualification of Directors) Rules, 2014 or any other Law, as may be applicable. Further, the appointment of
such Independent Directors shall be in terms of the aforesaid provisions of Law and subject to the
requirements prescribed under the SEBI Listing Regulations. Every director present at any physical meeting
of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.
r) The Company shall keep at its Office, a Register containing the particulars of its Directors, Managing
Directors, Manager, Secretaries and other Persons mentioned in Section 170 of the Act and shall otherwise
comply with the provisions of the said Section in all respects.
s) The Company shall in respect of each of its Directors and key managerial personnel keep at its Office a
Register, as required by Section 170 of the Act, and shall otherwise duly comply with the provisions of the
said Section in all respects.
t) Any person being appointed as Director of the Company need not hold any shares as qualification shares in
the Company.
25. Independent Director
The Board of Directors may appoint such number of Independent Directors as may be required to be appointed under
Act, and under SEBI Listing regulations as amended from time to time.
(i) Independent directors shall possess such qualification as required under the act and under SEBI Listing
regulations as amended from time to time.
(ii) Independent Director shall be appointed for such period as prescribed under relevant provisions Act,
Schedules thereof under SEBI Listing regulations as amended from time to time.
26. Powers of the Board
The management of the business of the Company shall be vested in the Board and the Board may exercise all such
powers, and do all such acts and things, as the Company is by the Memorandum of Association or otherwise authorized
to exercise and do, and, not hereby or by the statute or otherwise directed or required to be exercised or done by the
Company in general meeting but subject nevertheless to the provisions of the Act and other laws and of the
Memorandum of Association and these Articles and to any regulations, not being inconsistent with the Memorandum
of Association and these Articles or the Act, from time to time made by the Company in general meeting provided that
no such regulation shall invalidate any prior act of the Board which would have been valid if such regulation had not
been made.
27. Proceedings of the Board
a) The Board of Directors may meet for the conduct of business adjourn and otherwise regulate its meetings as
it thinks fit.
b) A director may and the manager or secretary on the requisition of a director shall at any time summon a
meeting of the Board.
c) The quorum for a Board meeting shall be as provided in the Act and as provided in SEBI Listing regulations
and directors participating through electronic mode in a meeting shall be counted for the purposes of quorum.
d) The participation of directors in a meeting of the Board may be either in person or through video conferencing
or audio-visual means or any other mode as may be permitted by the Act and Rules.
e) At least 7 (seven) days’ notice of every meeting of the Board shall be given in writing to every Director for
the time being at his address registered with the Company and such notice shall be sent by hand delivery or
by post or by electronic means. A meeting of the Board may be convened in accordance with these Articles
by a shorter notice in case of any emergency.
f) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes. In case of an equality of votes the Chairperson of the Board if any shall have
a second or casting vote.
g) The continuing directors may act notwithstanding any vacancy in the Board but if and so long as their number
is reduced below the quorum fixed by the Act for a meeting of the Board the continuing directors or director
458may 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.
h) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(i) If no such Chairperson is elected or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting the directors present may choose one of
their number to be Chairperson of the meeting.
(ii) Any Director so appointed to the office of Chairperson shall not be deemed to have vacated the said
office of Chairperson, by reason only that he retires or vacates at any Annual General Meeting of
the Company and is re-elected at the same meeting.
i) The Board may subject to the provisions of the Act delegate any of its powers to committees consisting of
such member or members of its body as it thinks fit. Any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed on it by the Board.
j) The Board of the Company shall in accordance with act, rules or any other Law and the provisions of the
SEBI Listing Regulations, as amended from time to time, form such committees as may be required in the
manner specified therein, if the same are applicable to the Company.
k) (i) The participation of directors in a meeting of the committee may be either in person or through video
conferencing or audio visual means or any other mode as may be permitted by the Act and Rules
and the SEBI Listing regulations.
(ii) A committee may elect a Chairperson of its meetings.
(iii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within fifteen
minutes after the time appointed for holding the meeting, the members present may choose one of
their members to be Chairperson of the meeting.
l) A committee may meet and adjourn as it thinks fit.
m) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson of the committee shall have a second or casting
vote.
n) All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director shall
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any
one or more of such directors or of any person acting as aforesaid or that they or any of them were disqualified
be as valid as if every such director or such person had been duly appointed and was qualified to be a director.
o) 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.
p) The Company shall prepare and maintain minutes of Meeting of the Board, Committees and shareholder
as per the provisions of the Act and other applicable provisions, as amended from time to time
28. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer.
a) Subject to the provisions of the Act
i. A chief executive officer manager company secretary or chief financial officer may be appointed by
the Board for such term at such remuneration and upon such conditions as it may think fit and any
chief executive officer manager company secretary or chief financial officer so appointed may be
removed by means of a resolution of the Board
ii. A director may be appointed as chief executive officer manager company secretary or chief financial
officer. In case no chief executive officer is appointed by the Company or the office of chief
executive officer become vacant, the Managing Director or any of the whole time Directors (as the
Board may determine), as the case may be deemed to be chief executive officer of the Company.
459b) A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and
chief executive officer manager company secretary or chief financial officer shall not be satisfied by its being
done by or to the same person acting both as director and as or in place of chief executive officer manager
company secretary or chief financial officer.
29. Managing Director/ Whole- Time Director/ Executive Director
a) Subject to the provisions of Section 203 of the Act and of these Articles, the Board shall have the power to
appoint from time to time any full-time employee of the Company as Managing Director/ whole time director
or executive director or manager of the Company. The Managing Director(s) or the whole time director(s)
manager or executive director(s), as the case may be, so appointed, shall be responsible for and in charge of
the day to day management and affairs of the Company. The remuneration of a Managing Director/ whole
time director or executive director or manager may be by way of monthly payment, fee for each meeting or
participation in profits, or by any or all those modes or any other mode not expressly prohibited by the Act.
Board, subject to the consent of the shareholders of the Company shall have the power to appoint Chairperson
of the Board as the Managing Director / whole time director or executive director of the Company.
Notwithstanding anything contained herein, a Managing Director(s) / whole time director(s) / executive
director(s) / manager shall, subject to the provisions of any contract between such director and the Company,
be subject to the same provisions as to resignation and removal as the other Directors of the Company.
b) Not less than two-thirds of the total number of directors of the Company shall, including Whole-time and/or
Managing Director if need be,--
i. Be persons whose period of office is liable to determination by retirement of directors by rotation;
and
ii. Save as otherwise expressly provided in the Act, be appointed by the company in general meeting.
c) Subject to the provisions of section 179 and 180 of the Companies Act, 2013, the Managing Director of the
Company, if any, shall be empowered to carry on the day to day business affairs of the Company. The
Managing Director shall have the general control, management and superintendence of the business of the
Company with power to appoint and to dismiss employees and to enter into contracts on behalf of the
Company in the ordinary course of business and to do and perform all other acts, deeds and things which in
the ordinary course of business may be considered necessary/proper or in the interest of the Company.
30. Powers to Borrow
(i) The Board of Directors may from time to time but with consent of the Company in general meeting as may
be required under section 180 of the Companies Act, 2013 read with rules made thereunder, by a resolution
passed at a Meeting of the Board raise any money or any monies or sums of money for the purpose of the
Company; provided that the monies to be borrowed together with the monies already borrowed by the
Company (apart from temporary loans obtained from the Company‘s bankers in the ordinary course of
business) shall not, without the sanction of the Company at a General Meeting, exceed the aggregate of the
paid-up share capital of the Company and its free reserves, that is to say, reserves not set-apart for any specific
purpose and in particular but subject to the provisions of Section 180 of the Act and the rules made thereunder.
The Board may, from time to time, at its discretion raise or borrow or secure the payment of any such sum or
sums of money for the purpose of the Company, at such times and in such manner and upon such terms and
conditions as they deem fit by the issue of debt instruments, debentures, or perpetual annuities, debenture
stock, promissory notes, or by opening current accounts, or by receiving deposits and advances with or
without security, or by issue of bonds and in security of any such money so borrowed, raised or received, to
mortgage, pledge or charge, the whole or any part of the undertaking property, rights, assets, or revenue of
the Company, present or future, including its uncalled capital by special assignment or otherwise or to transfer
or convey the same absolutely or in trust and give the lenders powers of sale and other powers as may be
expedient and to purchase, redeem or pay off any such securities in accordance with the acts, rules and
regulations as applicable to the Company.
(ii) Provided that the Directors may by resolution at a meeting of the Board delegate the power to borrow money
otherwise than on debentures to a Committee of Directors or the Managing Director or Whole-Time Director
or Manager subject to the limits upto which the money may be so borrowed as may be specified in the said
resolution.
460(iii) To the extent permitted under the applicable Law and subject to compliance with the requirements thereof,
the Directors shall be empowered to grant loans to such entities at such terms as they may deem to be
appropriate and the same shall be in the interest of the Company.
(iv) Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued at a discount,
premium or otherwise by the Company and shall with the consent of the Board be issued upon such terms
and conditions and in such manner and for such consideration as the Board shall consider to be for the benefit
of the Company, and on the condition that they or any part of them may be convertible into equity shares of
any denomination, and with any privileges and conditions as to the redemption, surrender, allotment of shares,
appointment of Directors or otherwise. Provided that Debentures with rights to allotment of or conversion
into equity shares shall not be issued except with, the sanction of the company in General Meeting accorded
by a Special Resolution.
31. Registers
(i) The Company shall keep and maintain at its registered Office or at any other place in India as may be
permitted by the Act and rules, all statutory registers including, register of charges, register of members,
register of debenture holders, register of any other security holders, the register and index of beneficial owners
and annual return, register of loans, guarantees, security and acquisitions, register of investments not held in
its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise
prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the Rules.
(ii) In accordance to the provisions of Section 94 of the Act, the registers required to be kept and maintained by
a company under section 88 and copies of the annual return filed under section 92 may also be kept at any
other place in India in which more than one-tenth of the total number of members entered in the register of
members reside, if approved by a special resolution passed at a General Meeting of the company and the
Registrar has been given a copy of the proposed special resolution in advance. Provided further that the period
for which the registers, returns and records are required to be kept shall be such as may be prescribed under
the Act.
(iii) The Register and index of beneficial owner maintained by a Depository under Section 11 of the Depositories
Act shall also be deemed to be the Register and index of members/debenture holders/other security holders
for the purpose of the Act and any amendment or re-enactment thereof.
(iv) The Company may exercise the powers conferred on it by Section 88 of the Act with regard to the keeping
of a foreign register; and the Board may (subject to the provisions of that section) make and vary such
regulations as it may think fit respecting the keeping of any such register.
(v) The registers and copies of annual return shall be open for inspection during business hours on all working
days, at the registered office of the Company by the persons entitled thereto on payment, where required, of
such fee as may be fixed by the Board but not exceeding the limits prescribed by the Rules.
32. The Seal
The company may have common seal and Board shall provide for the safe custody of the seal. The seal of the company
shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the
Board authorised by it in that behalf and except in the presence of at least two directors and of 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 their presence.
33. Dividends and Reserve
1. The company in general meeting may declare dividends but no dividend shall exceed the amount
recommended by the Board.
2. Subject to the provisions of section 123 the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the company.
3. The Board may before recommending any dividend set aside out of the profits of the company such sums as
it thinks fit as a reserve or reserves which shall at the discretion of the Board be applicable for any purpose
to which the profits of the company may be properly applied including provision for meeting contingencies
or for equalizing dividends and pending such application may at the like discretion either be employed in the
business of the company or be invested in such investments (other than shares of the company) as the Board
may from time to time thinks fit.
4614. The Board may also carry forward any profits which it may consider necessary not to divide without setting
them aside as a reserve.
5. Subject to the rights of persons if any entitled to shares with special rights as to dividends all dividends shall
be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the
dividend is paid but if and so long as nothing is paid upon any of the shares in the company dividends may
be declared and paid according to the amounts of the shares.
6. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the period in respect of which the
dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular
date such share shall rank for dividend accordingly.
7. The Board may deduct from any dividend payable to any member all sums of money if any presently payable
by him to the company on account of calls or otherwise in relation to the shares of the company. The Board
may retain dividends payable upon shares in respect of which any person is, under the Transmission Clause
hereinbefore contained, entitled to become a member, until such person shall become a member in respect of
such shares.
8. Any dividend interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or in the case of joint holders to the
registered address of that one of the joint holders who is first named on the register of members or to such
person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent.
9. Any one of two or more joint holders of a share may give effective receipts for any dividends bonuses or
other monies payable in respect of such share.
10. 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.
11. No dividend shall bear interest against the company.
12. A Shareholder can waive/forgo the right to receive the dividend (either final and/or interim) to which he is
entitled, on some or all the Shares held by him in the Company. However, the Shareholder cannot waive/forgo
the right to receive the dividend (either final and/or interim) for a part of percentage of dividend on Share(s).
13. Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from
the date of the declaration to any Shareholder entitled to the payment of the dividend, the Company shall,
within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend
which remains unpaid or unclaimed to a special account to be opened by the Company in that behalf in any
scheduled bank to be called the ‘Unpaid Dividend Account’. Any money transferred to the ‘Unpaid Dividend
Account’ of a company which remains unpaid or unclaimed for a period of 7 (seven) years from the date of
such transfer, shall be transferred by the Company to the fund known as Investor Education and Protection
Fund established under Section 125 of the Act. There shall be no forfeiture of unclaimed dividends before
the claim becomes barred by law.
14. All Shares in respect of which the Dividend has not been paid or claimed for 7 (seven) consecutive years or
more shall be transferred by the Company in the name of Investor Education and Protection Fund along with
a statement containing such details as may be prescribed. Provided that any claimant of Shares so transferred
shall be entitled to claim the transfer of Shares from Investor Education and Protection Fund in accordance
with such procedure and on submission of such documents as may be prescribed.
15. The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid or
unclaimed with the Company.
34. Accounts
1. The Board shall cause proper books of account to be maintained under Section 128 and other applicable
provisions of the Act.
4622. The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts and books of the company, or any of them, shall be open
to the inspection of members not being directors.
3. No member (not being a director) shall have any right of inspecting any account or book or document of the
company except as conferred by law or authorized by the Board or by the company in general meeting.
4. Directors are entitled to examine the books, accounts and records of the Company in accordance with the
provisions of the Act.
35. Winding up
1. Subject to the provisions of Chapter XX of the Act and rules made thereunder If the company shall be wound
up the liquidator may with the sanction of a special resolution of the company and any other sanction required
by the Act divide amongst the members in specie or kind the whole or any part of the assets of the company
whether they shall consist of property of the same kind or not.
2. For the purpose aforesaid the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the members or different
classes of members.
3. The liquidator may with the like sanction vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories if he considers necessary but so that no member shall be compelled to
accept any shares or other securities whereon there is any liability.
36. Indemnity
(i) Subject to the provisions of the Act, every director managing director, whole-time director, manager,
company secretary and other officer of the Company shall be indemnified by the Company out of the funds
of the Company, to pay all costs, losses and expenses (including travelling expense) which such director,
manager, company secretary and officer may incur or become liable for by reason of any contract entered
into or act or deed done by him in his capacity as such director, manager, company secretary or officer or in
any way in the discharge of his duties in such capacity including expenses.
(ii) Subject as aforesaid, every director, managing director, manager, company secretary or other officer of the
Company shall be indemnified out of the assets of the Company against any liability incurred by him in
defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which
he is acquitted or discharged or in connection with any application under applicable provisions of the Act in
which relief is given to him by the Court.
(iii) The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or
former directors and key managerial personnel for indemnifying all or any of them against any liability for
any acts in relation to the Company for which they may be liable but have acted honestly and reasonably
463SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and subsisting contracts which have been entered or are to be entered into by our
Company which are or may be deemed material have been entered or are to be entered into by our Company will be attached
to the copy of the Red Herring Prospectus which will be filed with the RoC, and will also be available at the following weblink:
https://eldoradoagritech.com/investors/material-documents. Physical copies of the above- mentioned documents referred to
hereunder, may be inspected at the Registered Office and Corporate Office between 10 a.m. and 5 p.m. on all Working Days
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date.
Any of the documents or contracts 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 September 3, 2025 entered into among our Company, the Promoter Selling Shareholders and
the BRLMs.
2. Registrar Agreement dated September 3, 2025 entered into among our Company, the Promoter 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 Promoter Selling
Shareholders, the BRLMs, the Syndicate Members, the Bankers to the Offer, and the Registrar to the Offer.
5. Share Escrow Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders, and the
Share Escrow Agent.
6. Syndicate Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders, the Registrar to
the Offer, the BRLMs and the Syndicate Members.
7. Underwriting Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders and the
Underwriters.
Material Documents
1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until date.
2. Certificate of incorporation dated June 16, 2009, issued by the Assistant Registrar of Companies, Andhra Pradesh.
3. Fresh certificate of incorporation consequent upon conversion of our company to public limited company dated June
23, 2025, issued by the Registrar of Companies, Central Processing Centre.
4. Resolution dated August 18, 2025, passed by the Board authorising the Offer and other related matters.
5. Resolution dated August 19, 2025, passed by the Shareholders authorising the Fresh Issue and other related matters.
6. Resolution dated August 18, 2025, passed by the Board taking on record the participation of the Promoter Selling
Shareholders in the Offer for Sale.
7. Share Transfer Agreement dated December 29, 2024, between Dr. Srinivasa Rao Linga, Usha Rani Papineni, Srikar
Biotech Private Limited and our Company.
8. Consent letters dated August 18, 2025, of the Promoter Selling Shareholders for participation in the Offer for Sale, as
detailed in “The Offer” on page 74.
9. Report titled “Independent Market Report for Seeds and Crop Care Industry” dated September 2, 2025 issued by
Frost & Sullivan, which has been commissioned by and paid for by our Company pursuant to a commercial and
technical proposal dated dated February 26, 2025 exclusively for the purposes of the Offer.
10. Consent letter dated September 2, 2025 issued by Frost & Sullivan, with respect to the F&S Report.
46411. The examination report dated August 26, 2025 of the Statutory Auditors on the Restated Consolidated Financial
Information included in this Draft Red Herring Prospectus.
12. Our Company has received written consent dated August 26, 2025, from Sarath & Associates, Chartered Accountants,
the Statutory Auditors, to include their name as required under section 26 (1) 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 Auditors, and in respect of their (i)
examination report, dated August 26, 2025, on our Restated Consolidated Financial Information; (ii) their report dated
August 26, 2025, on the statement of special tax benefits in this Draft Red Herring Prospectus, included in this Draft
Red Herring Prospectus and such consent has not been withdrawn as on the date of 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.
13. Our Company has received written consent dated September 3, 2025 from UYC and Associates, practicing company
secretary, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013
in its capacity as practicing company secretary and in respect of their certificate dated September 3, 2025 issued in
connection with compliance by the Company with the provisions of the Companies Act, 2013 and such consent has
not been withdrawn as of the date of this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be
construed to mean an ‘expert’ as defined under U.S. Securities Act.
14. Our Company has received written consent dated September 3, 2025 from Gundla Uday Kiran, independent chartered
engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013,
as amended, to the extent and in their capacity as a chartered engineer, in relation to their certificate dated September
3, 2025. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
15. Our Company has received written consent dated September 1, 2025, from Anupama Maganti, intellectual property
rights consultant, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies
Act, 2013, as amended, to the extent and in their capacity as an intellectual property rights consultant for trademarks,
in relation to their certificate dated September 1, 2025. However, the term ‘expert’ shall not be construed to mean an
‘expert’ as defined under U.S. Securities Act.
16. Our Company has received written consent dated September 1, 2025 from RNA, IP Attorneys, intellectual property
rights consultant, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies
Act, 2013, as amended, to the extent and in their capacity as an intellectual property rights consultant for patents, in
relation to their certificate dated September 1, 2025. However, the term ‘expert’ shall not be construed to mean an
‘expert’ as defined under U.S. Securities Act.
17. Consents of the BRLMs, the Registrar to the Offer, the Syndicate Members, Bankers to the Company, Escrow
Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) and Sponsor Bank(s), Monitoring Agency, the
legal counsel to the Offer, our Directors and the Company Secretary and Compliance Officer, to act in their respective
capacities.
18. Report on the statement of special tax benefits available to our Company, its Material Subsidiary and its Shareholders,
dated August 26, 2025 issued by the Statutory Auditors.
19. Resolution of the Audit Committee dated September 2, 2025 certifying the key performance indicators of our
Company.
20. Resolution of our Board of Directors dated September 3, 2025 approving this Draft Red Herring Prospectus.
21. Copies of annual reports of our Company for Fiscal 2024 and Fiscal 2023.
22. Audited Financial Statements for Fiscal 2025.
23. Tripartite agreement dated January 1, 2025, among our Company, NSDL and the Registrar to the Offer.
24. Tripartite agreement dated February 8, 2025, among our Company, CDSL and the Registrar to the Offer.
25. Certificate dated September 3, 2025 from Sarath & Associates, Chartered Accountants, the Statutory Auditors, with
respect to our key performance indicators.
26. Due diligence certificate to SEBI from the BRLMs dated September 3, 2025.
27. Undertaking dated September 3, 2025 submitted by the BRLMs to the SEBI in connection with (i) disclosure of the
Pre-IPO Placement by way of a public advertisement and in the Price Band advertisement and (ii) utilization of the
proceeds of the Pre-IPO Placement.
46528. In-principle listing approvals dated [●] and [●] from BSE and NSE, respectively.
29. Final observation letter bearing number [●] dated [●] issued by SEBI.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if
so required in the interest of our Company or if required by the other parties, without reference to the Shareholders, subject to
compliance with the provisions contained in the Companies Act and other relevant statutes.
We confirm that there are no other agreements, arrangements and clauses or covenants which are material and which needs to
be disclosed or the non-disclosure of which may have bearing on the investment decision, other than the ones which have
already been disclosed in this DRHP.
466DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
Dr. Srinivasa Rao Linga
Chairman and Managing Director
Place: Hyderabad
Date: September 3, 2025
467DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
Usha Rani Papineni
Managing Director
Place: Hyderabad
Date: September 3, 2025
468DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
Linga Mallikharjuna Rao
Whole-time Director
Place: Hyderabad
Date: September 3, 2025
469DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
Dr. Satish Yadlapalli
Independent Director
Place: Hyderabad
Date: September 3, 2025
470DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
Karunasree Samudrala
Independent Director
Place: Hyderabad
Date: September 3, 2025
471DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
Dr. Cherukuri Sreenivasa Rao
Independent Director
Place: Hyderabad
Date: September 3, 2025
472DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and guidelines issued
by the Government of India, or the regulations, rules or guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to
the provisions of the Companies Act, 2013, the SCRA, the SCRR, the SEBI Act, each as amended, or the rules, regulations and
guidelines issued thereunder, as the case may be. I further certify that all the disclosures and statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY:
_____________________________
J Sanjeev
Chief Financial Officer
Place: Hyderabad
Date: September 3, 2025
473DECLARATION
I, Dr. Srinivasa Rao Linga, acting as a Promoter Selling Shareholder, hereby certify and declare that all statements, disclosures,
and undertakings made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me as the Promoter
Selling Shareholder and the Offered Shares are true and correct. I assume no responsibility, as a Promoter Selling Shareholder,
for any other statements, disclosures or undertakings including, any of the statements, disclosures or undertakings made or
confirmed by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus.
SIGNED BY:
_____________________________
Dr. Srinivasa Rao Linga
(Promoter Selling Shareholder)
Place: Hyderabad
Date: September 3, 2025
474DECLARATION
I, Usha Rani Papineni, acting as a Promoter Selling Shareholder, hereby certify and declare that all statements, disclosures, and
undertakings made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me as the Promoter Selling
Shareholder and the Offered Shares are true and correct. I assume no responsibility, as a Promoter Selling Shareholder, for any
other statements, disclosures or undertakings including, any of the statements, disclosures or undertakings made or confirmed
by or relating to the Company or any other person(s) in this Draft Red Herring Prospectus.
SIGNED BY:
_____________________________
Usha Rani Papineni
(Promoter Selling Shareholder)
Place: Hyderabad
Date: September 3, 2025
475