Patel Retail Limited - Prospectus

Prospectus Dated August 21, 2025 (Please read section 32 of the Companies Act, 2013) 100% Book Built Offer (Please scan this QR to view this Prospectus) PATEL RETAIL LIMITED CORPORATE IDENTITY NUMBER: U52100MH2007PLC171625 REGISTERED & CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE Plot No. M-2, Anand Nagar, Additional MIDC, Prasad R Khopkar, Company Secretary and Email: cs@patelrpl.net www.patelrpl.in Ambernath (East)- 421506, Ambernath, Compliance Officer Telephone: +91 7391043825 Maharashtra, India PROMOTERS OF OUR COMPANY: DHANJI RAGHAVJI PATEL, BECHAR RAGHAVJI PATEL, HIREN BECHAR PATEL AND RAHUL DHANJI PATEL DETAILS OF THE OFFER TO THE PUBLIC Type Fresh Issue Size^ Offer for Sale size Total Offer size^ Eligibility and Reservation Fresh Issue and 85,18,000* Equity 10,02,000* 95,20,000* Equity Shares The Offer is being made pursuant to regulation 6(1) of the Securities and Offer for Sale Shares of face value Equity Shares of of face value of ₹10 each Exchange Board of India (Issue of Capital and Disclosure Requirements) of ₹10 each, face value of ₹10 aggregating to ₹ 24,265.80 Regulations, 2018, as amended (“SEBI ICDR Regulations”). For aggregating to ₹ each aggregating Lakhs ^*# further details, please see “Other Regulatory and Statutory Disclosure- 21,710.70 Lakhs^*# to ₹ 2,555.10 Eligibility for the Offer” on page 541. For details in relation to Lakhs^* reservation among Qualified Institutional Buyers, Non-Institutional Investors, Retail Individual Investors and Eligible Employees, please see “Offer Structure” on page 564. *Subject to finalisation of the Basis of Allotment. #A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Eligible Employee Reservation Portion DETAILS OF THE PROMOTER SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION Name of the Promoter Selling Type Number of Equity Shares Offered Weighted Average Cost of Acquisition Shareholders per Equity Share (in ₹) ^ Dhanji Raghavji Patel Promoter Selling Shareholder 7,68,000* Equity Shares having face value of ₹10 7.57 each aggregating to ₹ 1958.40 Lakhs Bechar Raghavji Patel Promoter Selling Shareholder 2,34,000* Equity Shares having face value of ₹10 1.56 each aggregating to ₹ 596.70 Lakhs ^As certified by our Statutory Auditor, Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. * Subject to finalisation of the Basis of Allotment RISKS IN RELATION TO THE FIRST OFFER This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10 per Equity Share. The Offer Price, Floor Price and Cap Price (as determined by our Company, in consultation with the Book Running Lead Manager (“BRLM”), 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 168 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of the Red Herring and this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 40. COMPANY AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer which is material in the context of the Offer, that the information contained in this 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 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 Promoter Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only the statements specifically made or confirmed by such Promoter Selling Shareholder in this Prospectus solely in relation to itself and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (BSE, together with NSE, the “Stock Exchanges”). Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated July 26, 2024, respectively. For the purposes of the Offer, NSE is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER (BRLM) REGISTRAR TO THE OFFER Logo of the BRLM Logo of the Registrar to the Fedex Securities Private Limited Offer Bigshare Services Private Limited Contact Person: Saipan Sanghvi Contact Person: Babu Rapheal Email: mb@fedsec.in Email: ipo@bigshareonline.com Telephone: +91 8104985249 Investor Grievance email id: Website: www.fedsec.in investor@bigshareonline.com SEBI Registration No.: INM000010163 Telephone: 022-62638200 Website: www.bigshareonline.com SEBI Registration No.: INR000001385BID / OFFER PROGRAMME ANCHOR INVESTOR MONDAY, AUGUST BID/ OFFER TUESDAY, AUGUST BID/ OFFER CLOSED ON THURSDAY, AUGUST BIDDING DATE 18, 2025 OPENED ON 19, 2025 21, 2025*** ***UPI mandate end time and date was at 5:00 pm on the Bid/Offer Closing Date. ^A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus.Prospectus Dated August 21, 2025 (Please read section 32 of the Companies Act, 2013) 100% Book Built Offer PATEL RETAIL LIMITED Our Company was originally incorporated as “Patel Retail Private Limited” at Ambernath, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated June 13, 2007 issued by the Registrar of Companies, Maharashtra, Mumbai. Thereafter, our Company was converted into a public limited company, approved vide shareholders’ resolution dated July 18, 2023, pursuant to which the name of our Company was changed to “Patel Retail Limited” and a fresh certificate of incorporation consequent upon change of name on conversion to public limited company was issued by the Registrar of Companies, Mah arashtra, Mumbai dated August 28, 2023. For details in relation to the changes in the registered office of our Company, please see “History and Certain Corporate Matters- Changes in the Registered Office” on page 406. Corporate Identity Number: U52100MH2007PLC171625 Registered & Corporate Office: Plot No. M-2, Anand Nagar, Additional MIDC, Ambernath (East) - 421506, Maharashtra, India Contact Person: Prasad R Khopkar, Company Secretary and Compliance Officer; Telephone: +91 7391043825; Email: cs@patelrpl.net; Website: www.patelrpl.in PROMOTERS OF OUR COMPANY: DHANJI RAGHAVJI PATEL, BECHAR RAGHAVJI PATEL, HIREN BECHAR PATEL AND RAHUL DHANJI PATEL INITIAL PUBLIC OFFERING OF 95,20,000* EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH (“EQUITY SHARES”) OF PATEL RETAIL LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 255 PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹ 245 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING ₹ 24,265.80 LAKHS (“THE OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF 85,18,000* EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH BY OUR COMPANY AGGREGATING TO ₹ 21,710.70 LAKHS (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 10,02,000* EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH (THE “OFFERED SHARES”) AGGREGATING TO ₹ 2,555.10 LAKHS (THE “OFFER FOR SALE”), COMPRISING OF 7,68,000* EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AGGREGATING ₹ 1958.40 LAKHS BY DHANJI RAGHAVJI PATEL, AND 2,34, 000* EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AGGREGATING ₹ 596.70 LAKHS BY BECHAR RAGHAVJI PATEL (TOGETHER, “PROMOTER SELLING SHAREHOLDERS”). THE OFFER INCLUDES A RESERVATION OF 51,000* EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH, AGGREGATING TO ₹ 119.85 LAKHS (CONSTITUTING UP TO 0.15 % OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE 28.50 % AND 28.35 %, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY MAY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”), OFFER A DISCOUNT OF 7.84% (EQUIVALENT TO ₹ 20 PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). A PRE-IPO PLACEMENT WAS UNDERTAKEN BY OUR COMPANY ON NOVEMBER 27, 2024, IN CONSULTATION WITH THE BRLM, OF 5,00,000 EQUITY SHARES HAVING FACE VALUE OF ₹10 EACH AT A PRICE OF ₹300 PER SHARE, AGGREGATING TO ₹1500.00 LAKHS. THE PRE – IPO PLACEMENT WAS AT A PRICE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WAS COMPLETED PRIOR TO FILING OF THE RED HERRING PROSPECTUS. THE EQUITY SHARES ISSUED PURSUANT TO THE PRE-IPO PLACEMENT WERE REDUCED FROM THE FRESH ISSUE, SUBJECT TO THE OFFER COMPLYING WITH RULE 19(2)(B) OF THE SCRR AND ACCORDINGLY THE REVISED FRESH ISSUE SIZE IS 85,18,000 EQUITY SHARES HAVING FACE VALUE OF ₹10 EACH. THE PRE – IPO PLACEMENT, HAS NOT EXCEEDED 20% OF THE FRESH ISSUE. OUR COMPANY HAS APPROPRIATELY INTIMATED 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 HAS BEEN APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THIS PROSPECTUS. * Subject to the finalisation of the allotment In case of any revision in the Price Band, the Bid/Offer Period shall be extended for at least three (3) additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding ten (10) Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one (1) Working Day, subject to the Bid/ Offer Period not exceeding ten (10) Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the websites of the BRLM and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and the 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 (“SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 30% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that our Company in consultation with the BRLM may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), out of which atleast one-third shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from the 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 (other than 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, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, 51,000 Equity Shares of face value of ₹ 10/- each aggregating to ₹ 119.85 Lakhs will be available for allocation to Eligible Employees, subject to valid Bids being received at or above the Offer Price. Further, not less than 25% of the Net Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Category”) of which (i) one- third of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹2,00,000 and up to ₹ 10,00,000 and (ii) two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹ 10,00,000 and under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 45% of the Net Offer shall be available for allocation to Retail Individual Investors (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. For details, please see “Offer Procedure” on page 571. As this is an Offer of Equity Shares, there is no credit rating for the Offer. Further, no credit rating agency registered with SEBI has been appointed in respect of obtaining grading for the Offer. RISKS IN RELATION TO THE FIRST OFFER This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10. The Offer Price, Floor Price and Cap Price as determined and justified by our Company, in consultation with the Book Running Lead Manager in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 168 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 or sustained trading in the Equity Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 40. COMPANY’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this 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 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 made by it in this Prospectus to the extent of information specifically pertaining to it, and its respective portion of Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each of the Promoter Selling Shareholders assumes no responsibility for anyother statement in this Prospectus including, inter alia, any of the statements made by the Company or our Company’s business. LISTING The Equity Shares to be Allotted through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters each dated July 26, 2024. For the purposes of the Offer, NSE shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been filed with the RoC in accordance with Section 32 of the Companies Act, 2013 and this Prospectus shall be filed with the RoC in accordance with sections 26(4) and 32 of the Companies Act, 2013. For details of material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, please see “Material Contracts and Documents for Inspection” on page 642. BOOK RUNNING LEAD MANAGER (BRLM) REGISTRAR TO THE OFFER Bigshare Services Private Limited Fedex Securities Private Limited Address: Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Address: B7, 3rd Floor, Jay Chambers, Dayaldas Road, Road, Andheri (East), Mumbai- 400093, Maharashtra, India Vile Parle (East), Mumbai- 400057, Maharashtra, India Telephone: 022-62638200 Telephone: +91 8104985249; Email: ipo@bigshareonline.com Email: mb@fedsec.in Investor Grievance email: investor@bigshareonline.com Contact person: Saipan Sanghvi Contact person: Babu Rapheal Website: www.fedsec.in Website: www.bigshareonline.com SEBI Registration No.: INM000010163 SEBI Registration No.: INR000001385 BID / OFFER PROGRAMME ANCHOR INVESTOR BIDDING DATE MONDAY, AUGUST 18, 2025 BID/ OFFER OPENS ON TUESDAY, AUGUST 19, 2025 BID/ OFFER CLOSES ON THURSDAY, AUGUST 21, 2025 (1) 1. UPI mandate end time and date was at 5:00 pm on the Bid/Offer Closing DateTABLE OF CONTENTS SECTION I – GENERAL………………………………………………………………………………………… 1 DEFINITIONS AND ABBREVIATIONS…………………………………………………………………………. 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND 21 CURRENCY OF PRESENTATION…………………………………………………………………………......... FORWARD LOOKING STATEMENTS…………………………………………………………………….......... 25 SUMMARY OF THE OFFER DOCUMENT…………………………………………………………………........ 27 SECTION II- RISK FACTORS……………………………………………………………………….................. 40 SECTION III- INTRODUCTION………………………………………………………………………….......... 111 THE OFFER………………...………………………................................................................................................ 111 SUMMARY OF FINANCIAL INFORMATION………………...………………………....................................... 114 GENERAL INFORMATION………………...………………………...................................................................... 118 CAPITAL STRUCTURE………………...………………………............................................................................ 128 OBJECTS OF THE OFFER.………………...………………………....................................................................... 150 BASIS FOR OFFER PRICE………………...………………………........................................................................ 168 STATEMENT OF TAX BENEFITS………………...………………………........................................................... 190 SECTION IV- ABOUT THE COMPANY…………………………………………………………………. ….... 196 INDUSTRY OVERVIEW…………………………………………...………………………................................... 196 OUR BUSINESS…………………………………………...………………………................................................. 293 KEY REGULATIONS AND POLICIES IN INDIA………………………………………………………………. 399 HISTORY AND CERTAIN CORPORATE MATTERS…………………………………………...…………....... 406 OUR MANAGEMENT……………………………………………………………………………...…………...... 421 OUR PROMOTERS AND PROMOTER GROUP………………………………………………….…………..... 440 DIVIDEND POLICY………………………………………………………………………………...…………..... 449 SECTION V- FINANCIAL INFORMATION…………………………………………………………….......... 450 RESTATED FINANCIAL STATEMENTS…………………………………..…………........................................ 450 OTHER FINANCIAL INFORMATION…………………………………………………………….…………...... 486 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 487 OPERATIONS…………………………………………………………………………………………………....... CAPITALISATION STATEMENT……………………………………………………………………………...... 515 FINANCIAL INDEBTEDNESS…………………………………………………………………….…………..... 516 SECTION VI- LEGAL AND OTHER INFORMATION…………………………………………………........ 520 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS………………...…………………........ 520 GOVERNMENT AND OTHER STATUTORY APPROVALS………………………………………………..... 531 OUR GROUP COMPANIES……………………………………………………………………………………… 537 OTHER REGULATORY AND STATUTORY DISCLOSURES ……………………………………………..... 540 SECTION VII – OFFER RELATED INFORMATION…………………………………….…………........... 555 TERMS OF THE OFFER ………………………………………………………………………….…………..... 555 OFFER STRUCTURE ………………………………………………………………………………………….... 564 OFFER PROCEDURE…………………………………………………………………………………………...... 571 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES…………………………………..... 598 SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF 600 ASSOCIATION…………………………………………………………………………….................................. SECTION IX – OTHER INFORMATION …………………………………………………………………... 642 MATERIAL CONTRACTS AND MATERIAL DOCUMENTS FOR INSPECTION………………………...... 642 DECLARATION……………………………………………………………………………………………….... 646SECTION I- GENERAL DEFINITIONS AND ABBREVIATIONS This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, policy, circular, direction, notification or clarification shall be to such legislation, act, regulation, rules, guidelines, policy, circular, direction, notification or clarification as amended from time to time, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used but not defined herein in this Prospectus, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used/ defined in “Industry Overview”, “Key Regulations and Policies in India”, “Statement of Tax Benefits”, “Financial Information”, “Basis for Offer Price”, “Outstanding Litigation and Material Developments”, “Government and Other Statutory Approvals”, “Offer Procedure”, “Restriction on Foreign Ownership of Indian Securities” and “Description of Equity Shares and Terms of the Articles of Association” on pages 196, 399, 190, 450, 168, 520, 531, 571, 598 and 600 shall have the meaning ascribed to such terms in those respective sections. General Terms Term Description The Company / Our Patel Retail Limited, a company incorporated under the Companies Act, Company / The Issuer 1956 and having its registered office at Plot No. M-2, Anand Nagar, Additional MIDC, Ambernath (East)- 421506, Maharashtra, India “we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company Company Related Terms Term Description AoA / Articles / Articles The articles of association of our Company, as amended from time to of Association time Audit Committee The audit committee of our Board constituted in accordance with the Companies Act and the SEBI Listing Regulations, and as described in “Our Management- Board Committees- Audit Committee” on page 430. Auditors / Statutory The current statutory auditors of our Company, namely Kanu Doshi Auditors / Statutory Associates LLP, Chartered Accountants Auditor/ Current Statutory Auditor Board / Board of Directors The board of directors of our Company or any duly constituted committee thereof. For further details, please see “Our Management- Board of Directors” on page 421. Chairman and Managing The chairman and managing director of our Company, namely Dhanji Director Raghavji Patel. For further details, please see “Our Management- Board of Directors” on page 421. Chief Executive Officer/ The chief executive officer of our Company, namely Rahul Dhanji Patel. CEO For further details, please see “Our Management- Key Managerial Personnel of our Company” on page 436. Chief Financial Officer/ The chief financial officer of our Company, namely Manish Rambabu CFO Agarwal. For further details, please see “Our Management- Key Managerial Personnel of our Company” on page 436. Committee(s) Duly constituted committee(s) of our Board of Directors Companies Act / Act Companies Act, 2013, as amended from time to time Company Secretary and The company secretary and compliance officer of our Company, namely Compliance Officer Prasad R Khopkar. For further details, please see “Our Management- Key Managerial Personnel of our Company” on page 436. 1Term Description Corporate Social The corporate social responsibility committee of our Board constituted Responsibility Committee in accordance with the Companies Act, and as described in “Our / CSR Committee Management- Board Committees- Corporate Social Responsibility Committee” on page 434. Dun & Bradstreet Dun & Bradstreet Information Services Private Limited D&B Report / Dun & Industry report titled ‘Industry Report on Food & Grocery Retailing and Bradstreet Report / Food Processing’, updated on August 07, 2025 which is exclusively Industry Report prepared for the purpose of the Offer and issued by D&B and is commissioned and paid for by our Company. D&B was appointed pursuant to an engagement letter dated on February 12, 2024. Further, D&B pursuant to their consent letter dated August 07, 2025 has accorded it’s no objection and consent to use the D&B Report in connection with the Offer. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/. Directors The directors on the Board of our Company, as appointed from time to time. For further details, please see “Our Management- Board of Directors” on page 421. Equity Shares Equity shares of our Company of face value of ₹10/- each Executive Director(s) The executive directors of our Company namely, Dhanji Raghavji Patel and Bechar Raghavji Patel. For further details, please see “Our Management- Board of Directors” on page 421. Group Company The company identified as ‘group companies’ in accordance with regulation 2(1)(t) of the SEBI ICDR Regulations. For further details, please see “Our Group Companies” on page 537. Independent Directors The independent directors of our Company namely, Yashwant Suresh Bhojwani, Nitin Pandurang Patil and Harshini Vikas Jadhav. For further details, please see “Our Management- Board of Directors” on page 421. IPO Committee The IPO committee of our Board constituted to facilitate the process of the Offer. For further details, please see “Our Management- Board Committees- IPO Committee” on page 434. ISIN International Securities Identification Number, being INE0R8B01010 Key Managerial Key managerial personnel of our Company, in accordance with Personnel/ KMP regulation 2(1) (bb) of the SEBI ICDR Regulations and section 2(51) of the Companies Act, and as disclosed in “Our Management- Key Managerial Personnel of our Company” on page 436 Materiality Policy The policy adopted by our Board pursuant to its resolution dated March 10, 2025 for identification of (a) group companies; (b) material outstanding litigation proceedings; and (c) material creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations for the purpose of disclosure in this Prospectus. Memorandum of The memorandum of association of our Company, as amended from time Association/ MoA to time Nomination and The nomination and remuneration committee of our Board, constituted Remuneration Committee in accordance with the Companies Act and the SEBI Listing Regulations, and as described in “Our Management- Board Committees- Nomination and Remuneration Committee” on page 432. Non-Executive Director The non-executive director of our Company, namely Hiren Bechar Patel. For further details, please see “Our Management- Board of Directors” on page 421. Promoters The promoters of our Company, namely Dhanji Raghavji Patel, Bechar Raghavji Patel, Hiren Bechar Patel and Rahul Dhanji Patel. For further details, please see “Our Promoters and Promoter Group” on page 440. Promoter Group The persons and entities constituting the promoter group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group” on page 440. Promoter Selling Dhanji Raghavji Patel and Bechar Raghavji Patel Shareholders / Selling Shareholders 2Term Description Registered Office The registered office of our Company located at Plot No. M-2, Anand Nagar, Additional MIDC, Ambernath (East)- 421506, Maharashtra, India Registrar of Companies / The Registrar of Companies, Maharashtra at Mumbai RoC Restated Financial Our restated statement of assets and liabilities for the Financial Years Information / Restated ended March 31, 2025, March 31, 2024 and March 31, 2023 and the Financial Statements restated statement of profit and loss (including other comprehensive income), restated cash flow statement and restated statement for changes in equity for the Financial Years ended March 31, 2025, March, 31, 2024 and March, 31, 2023 of our Company together with the summary statement of significant accounting policies, and other explanatory information thereon, prepared in accordance with the SEBI ICDR Regulations, Section 26 of Part I of Chapter III of the Companies Act, 2013 and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI , as amended Risk Management The risk management committee of our Board constituted in accordance Committee with the SEBI Listing Regulations. For further details, please see “Our Management- Board Committees- Risk Management Committee” on page 433. Shareholders The holders of Equity Shares from time to time SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended from time to time) SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) SMP/ Senior Management The senior management personnel of our Company, namely in Personnel / Senior accordance with regulation 2(1) (bbbb) of the SEBI ICDR Regulations Management and as disclosed in “Our Management- Senior Management Personnel of our Company” on page 437. Stakeholders Relationship The stakeholders relationship committee of our Board constituted in Committee accordance with the Companies Act and SEBI Listing Regulations, as described in “Our Management- Board Committees- Stakeholders Relationship Committee” on page 433. Whole-time Director The whole-time director of our Company, namely Bechar Raghavji Patel. For further details, please see “Our Management- Board of Directors” on page 421. Offer Related Terms Term Description Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by SEBI in this behalf. Acknowledgement Slip The slip or document issued by a Designated Intermediary (ies) to a Bidder as proof of registration of the Bid cum Application Form. Addendum(s) The addendum dated July 11, 2024 (“First Addendum”) and the addendum dated June 25, 2025 (“Second Addendum”) to the draft red herring prospectus dated March 29, 2024 filed by our Company with SEBI and Stock Exchanges. Allot/ Allotment/ Unless the context otherwise requires, the allotment of the Equity Shares Allotted pursuant to the Fresh Issue and transfer of the Offered Shares pursuant to the Offer for Sale to the successful Bidders. Allotment Advice A note or advice or intimation of Allotment, sent to the Bidders who have been Allotted Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange. Allottee(s) A successful Bidder to whom the Equity Shares are Allotted. Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR 3Term Description Regulations and the Red Herring Prospectus, and who has bid for an amount of at least ₹1000 Lakhs. Anchor Investor 255 per Equity Shares of face value of ₹10 each, being the price at which Allocation Price the Equity Shares were allocated to Anchor Investors in terms of the Red Herring Prospectus, which was decided by our Company and in consultation with the BRLM, in compliance with the SEBI ICDR Regulations during the Anchor Investor Bid/Offer Period Anchor Investor The form used by an Anchor Investor to make a Bid in the Anchor Investor Application Form Portion was considered as an application for Allotment in terms of the Red Herring Prospectus. Anchor Investor Bidding One Working Day prior to the Bid/ Offer Opening Date, on which Bids Date by Anchor Investors were submitted and allocation to Anchor Investors was completed August 18, 2025. Anchor Investor Offer Final price at which the Equity Shares are Allotted to Anchor Investors in Price terms of the Red Herring Prospectus. The Anchor Investor Offer Price was decided by our Company, in consultation with the BRLM. Anchor Investor Pay-in The Anchor Investor(s), Bidding Date, being, Wednesday, August 18, Date 2025. Anchor Investor Portion Up to 60% of the QIB Portion consisting of 17,04,388* Equity Shares of the face value ₹10 each which were allocated by our Company in consultation with the BRLM, to Anchor Investors, on a discretionary basis, in accordance with the SEBI ICDR Regulations, to valid Bids having been received at or above the Anchor Investor Offer Price. *Subject to finalisation of Basis of Allotment One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which the allocation is being done to Anchor Investors. ASBA or Application An application, whether physical or electronic, used by ASBA Bidders, Supported by Blocked other than Anchor Investors, to make a Bid and authorising an SCSB to Amount block the Bid Amount in the specified bank account maintained with the SCSB and shall include amounts blocked by RIBs using the UPI Mechanism. ASBA Account Account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form or the account of the RII Bidder blocked upon acceptance of the UPI Mandate Request by RIBs using the UPI Mechanism to the extent of the Bid Amount of the Bidder which has been blocked upon acceptance of a UPI Mandate Request made by the UPI Bidders ASBA Bidders All Bidders except Anchor Investors. ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which was considered as the application for Allotment in terms of the Red Herring Prospectus and this Prospectus. Bankers to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s) and the Sponsor Bank(s). Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer, described in “Offer Procedure” on page 571. Bid(s) An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an Anchor Investor, pursuant to the submission of the Anchor Investor Application Form, to subscribe to or purchase Equity Shares at a price within the Price Band, including all revisions and modifications thereto, to the extent permissible under the SEBI ICDR 4Term Description Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed accordingly. Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid. RIBs can apply at the Cut-off Price and the Bid amount shall be Cap Price, multiplied by the number of Equity Shares Bid for by such RIIs mentioned in the Bid cum Application Form. However, Eligible Employees applying the Employee Reservation Portion can apply at the Cut-off Price and the Bid Amount shall be the Cap Price (net of Employee Discount), if any, multiplied by the number of Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹5,00,000 (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹2,00,000 (net of employee discount, if any). Only in the event of undersubscription 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 ₹2,00,000 (net of employee discount, if any) subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹5,00,000 (net of Employee Discount, if any). Bid cum Application The Anchor Investor Application Form or the ASBA Form, as the context Form requires. Bid Lot 58 Equity Shares and in multiples of 58 Equity Shares thereafter. Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries did not accept any Bids, being Thursday, August 21, 2025, which was notified in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai editions of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located). Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall started accepting Bids, being Tuesday, August 19, 2025 for the Offer, which was notified in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai editions of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located). Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date, inclusive of both days. Bidder/ Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and an Anchor Investor. Bidding Centres Centres at which the Designated Intermediaries accepted the ASBA Forms i.e., Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs. Book Building Process The book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of which the Offer was made. 5Term Description Book Running Lead The book running lead manager to the Offer being Fedex Securities Manager / BRLM Private Limited. Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker. The details of such Broker Centres, along with the names and contact details of the Registered Brokers are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time. CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Allocation Note Investors, who have been allocated the Equity Shares, after the Anchor Investor Bidding Date. Cap Price The higher end of the Price Band i.e., ₹ 255 per Equity Share bearing face value of ₹ 10 each Cash Escrow and The agreement dated November 29, 2024, as amended pursuant to the Sponsor Bank Addendum Agreement dated August 06, 2025 entered into by our Agreement Company, the Promoter Selling Shareholders, the Registrar to the Offer, the BRLM, the Syndicate Members and the Banker(s) to the Offer, for among other things, collection of Bid Amounts from Anchor Investors, and where applicable, remitting refunds of the amounts collected, to the Anchor Investors, on the terms and conditions thereof. CDP / Collecting A depository participant as defined under the Depositories Act, 1996, Depository Participant registered with SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI and the UPI Circulars issued by SEBI as per the lists available on the websites of the BSE and the NSE, as updated from time to time. Corrigendum The corrigendum dated August 18, 2025 to the red herring prospectus dated August 07, 2025 filed by our Company with SEBI and Stock Exchanges Client ID Client identification number maintained with one of the Depositories in relation to the demat account. Cut-Off Price The Offer Price, finalised by our Company, in consultation with the BRLM, being ₹255 per Equity Shares bearing face value of ₹ 10 each. Only RIIs and Employees 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 The details of the Bidders including the Bidder’s address, name of the Bidder’s father/ husband, investor status, occupation, bank account details and UPI ID, as applicable. Designated CDP Such locations of the CDPs where Bidders submit the ASBA Forms. Locations The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time. Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public Offer Account or the Refund Account, as the case may be, and/ or the instructions are issued to the SCSBs (in case of UPI Bidders, instruction issued through Sponsor Banks) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account, in terms of the Red Herring Prospectus and this Prospectus, after finalization of the Basis of Allotment in consultation with the Designated Stock Exchange, following which the Equity Shares will be Allotted in the Offer Designated Collectively, syndicate members, sub-syndicate/ agents, SCSBs (other Intermediary(ies) than in relation to UPI Bidders), Registered Brokers, Brokers, CDPs and RTAs, who are authorised to collect the Bid cum Application Forms from 6Term Description the Bidders, in relation to the Offer. In relation to ASBA Forms submitted by RIIs (not using the UPI Mechanism) by authorising a SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidder using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, Registered Brokers, CDPs, and RTAs. In relation to ASBA Forms submitted by QIBs and Non-Institutional Investors (not using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents, SCSBs, Registered Brokers, CDPs and RTAs. Designated RTA Such locations of the RTAs where ASBA Bidders can submit the ASBA Locations 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), as updated from time to time. Designated SCSB Such branches of the SCSBs, which shall collect the ASBA Forms used Branches by the Bidders, a list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi =yes&intmId=35, updated from time to time, or at such other websites as may be prescribed by SEBI from time to time. Designated Stock NSE Exchange Draft Red Herring The draft red herring prospectus dated March 29, 2024 filed with SEBI Prospectus or DRHP and the Stock Exchanges, 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. Eligible Employee(s)/ Employees of our Company, as defined under the SEBI ICDR Regulations Employee(s) Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer/ invitation under the Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered thereby Eligible NRIs NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the Bid Cum Application Form and the Red Herring Prospectus will constitute an invitation to purchase the Equity Shares Employee Discount Our Company in consultation with the BRLM, may offer a discount of up to 7.84 % to the Offer Price (equivalent of ₹ 20 per Equity Share) to Eligible Employees Bidding in the Employee Reservation Portion and which was announced at least two Working Days prior to the Bid/ Offer Opening Date Employees Reserved Equity Shares reserved for Eligible Employees Portion / Employees Reservation Portion The portion of the Offer being 51,000* Equity Shares having face value of ₹10 each (comprising of 0.15 % of our post-Offer Equity Share capital), aggregating ₹ 119.85 Lakhs available for allocation to Eligible Employees, on a proportionate basis. Such portion shall not exceed 5% of the post-Offer Equity Share capital of our Company. *Subject to finalisation of the Basis of Allotment 7Term Description The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 5,00,000. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 2,00,000. Only in the event of an undersubscription in the Employee Reservation Portion post initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 2,00,000, subject to the total Allotment to an Eligible Employee not exceeding ₹ 5,00,000 Escrow Account(s) Accounts opened with the Escrow Collection Bank(s) and in whose favour Anchor Investors transferred the money through direct credit/ NEFT/ RTGS/ NACH in respect of the Bid Amounts while submitting a Bid Escrow Collection The bank(s) which are clearing members and registered with SEBI as Bank(s) banker to an issue and with whom the Escrow Account(s) in relation to the Offer for Bids by Anchor Investors was opened, in this case being Axis Bank First or Sole Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in case of join 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., ₹ 237 per Equity Share bearing face value of ₹ 10 each Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Fresh Issue The fresh issue component of the Offer by our Company comprising of an issuance of 85,18,000* Equity Shares, of face value ₹10 each aggregating o ₹ 24,265.80 Lakhs. A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. *Subject to finalization of the Basis of Allotment Fugitive Economic An individual who is declared a fugitive economic offender under section Offender 12 of the Fugitive Economic Offenders Act, 2018 General Information The General Information Document for Investing in Public Offers Document/ GID prepared and issued in accordance with the SEBI Circular No: SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, and the UPI Circulars, as amended from time to time. The General Information Document is available on the websites of the Stock Exchanges and the BRLM. Gross Proceeds The Offer Proceeds, less the amount to be raised with respect to the Offer for Sale IPO Initial public offering 8Term Description Independent Chartered V N Talithaya, Chartered Engineer bearing membership number M- Engineer 022602-5 Mobile App(s) The mobile applications listed on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFp i=yes&intmId=43 or such other website as may be updated from time to time, which may be used by UPI Bidders to submit Bids using the UPI Mechanism Monitoring Agency ICRA Limited, being a credit rating agency registered with SEBI Monitoring Agency The agreement dated November 29, 2024 into by our Company and the Agreement Monitoring Agency prior to filing the Red Herring Prospectus. Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion having face value of ₹10 each, which shall be available for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or above the Offer Price NBFC-SI A systemically important non-banking financial company as defined under regulation 2(1)(iii) of the SEBI ICDR Regulations Net Offer The Offer less Employee Reservation Portion Net Proceeds The Gross Proceeds less Offer-related expenses applicable to the Fresh Issue. For further details, please see “Objects of the Offer” on page 150 Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors Non-Institutional All Bidders, that are not QIBs or RIBs and who have Bid for Equity Shares Investors / NIIs / Non- for an amount more than ₹2,00,000 (but not including NRIs other than Institutional Bidders / Eligible NRIs) NIBs Non-Institutional The portion of the Offer being not less than 25% of the Net Offer Category / Non- consisting of 23,67,250* Equity Shares having face value of ₹10 each, Institutional Portion which shall be available for allocation to Non-Institutional Bidders (subject to valid Bids being received at or above the Offer Price), of which one-third shall be available for allocation to Bidders with an application size of more than ₹2,00,000 and up to ₹10,00,000 and two-thirds shall be available for allocation to Bidders with an application size of more than ₹10,00,000 *Subject to finalization of Basis of Allotment NR / Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FVCIs and FPIs registered with SEBI Peer reviewed Auditor Kanu Doshi Associates LLP, being the Peer Reviewed Auditor of our Company Offer The initial public offering of 95,20,000*# Equity Shares, of face value of ₹10 each, for cash at a price of ₹ 255 per Equity Share (including a premium of ₹ 245 per Equity Share), aggregating ₹24,265.80 Lakhs, consisting of a Fresh Issue of 85,18,000*# Equity Shares of face value of ₹10 each aggregating ₹ 21,710.70 Lakhs by our Company and an Offer for Sale of 10,02,000* Equity Shares having face value of ₹10 each, aggregating ₹ 2555.10 Lakhs, by the Promoter Selling Shareholders. For further details, please see “The Offer” on page 111. A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of 9Term Description ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. *Subject to finalisation of the Basis of Allotment #A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Eligible Employee Reservation Portion Offer Agreement The agreement dated March 26, 2024 amongst our Company, the Promoter Selling Shareholders and the BRLM, pursuant to the SEBI ICDR Regulations, based on which certain arrangements are agreed to in relation to the Offer. Offer for Sale The offer for sale of 10,02,000 Equity Shares having face value of ₹10 each aggregating ₹ 2555.10 Lakhs, by the Promoter Selling Shareholders *Subject to finalisation of the Basis of Allotment Offer Price ₹ 255 per Equity Share having face value of ₹10 each being final price at which the Equity Shares will be Allotted to Bidders other than Anchor Investors, in terms of the Red Herring Prospectus and this Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price which was decided by our Company, in consultation with the BRLM, in terms of the Red Herring Prospectus. The Offer Price was decided by our Company, in consultation with the BRLM, in accordance with the Book Building Process in terms of the Red Herring Prospectus and this Prospectus. A discount of up to 7.84 % on the Offer Price (equivalent of ₹ 20 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 Manager. Allotment to Eligible Employees Bidding under the Employee Reservation Portion at the Offer Price net of Employee Discount, if any. Offered Shares The Equity Shares as part of Offer for Sale being offered by the Promoter Selling Shareholders comprising an aggregate of 10,02,000* Equity Shares having face value of ₹10 each, aggregating ₹ 2555.10 Lakhs *Subject to finalisation of the Basis of Allotment 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 the Promoter Selling Shareholders. For further information about use of the Offer Proceeds, please see “Objects of the Offer” on page 150. Pre-IPO Placement A private placement specified securities as permitted under applicable laws, undertaken by our Company, in consultation with the BRLM, for an amount aggregating to ₹1500.00 lakhs. A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. 10Term Description Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. Price Band The price band ranging from a minimum price of ₹ 237 per Equity Share (Floor Price) to the maximum price of ₹ 255 per Equity Share (Cap Price), including any revisions thereof. The Price Band and minimum Bid Lot, was decided by our Company, in compliance with the SEBI ICDR Regulations, and was advertised in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai editions of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located), at least two Working Days prior to the Bid/ Offer Opening Date, with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and were made available to the Stock Exchanges for the purpose of uploading on their respective websites. Pricing Date The date on which our Company, in consultation with the BRLM finalised the Offer Price being August 21, 2025, in compliance with the SEBI ICDR Regulations. Prospectus This Prospectus dated August 21, 2025 filed with the RoC on or after the Pricing Date in accordance with section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations, containing the Offer Price, the size of the Offer and certain other information, including any addenda or corrigenda thereto. Public Offer Account(s) The no-lien and non-interest-bearing bank account 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 from the ASBA Accounts on the Designated Date Public Offer Account The banks with which the Public Offer Account(s) is opened for collection Bank(s) of Bid Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being HDFC Bank. Qualified Institutional Qualified institutional buyers as defined under regulation 2(1) (ss) of the Buyers/ QIBs SEBI ICDR Regulations. QIB Bidders QIBs who Bid in the Offer. QIB Bid/Offer Closing In the event our Company in consultation with the BRLM, decide to close date Bidding by QIBs one day prior to the Bid/ Offer Closing Date, the date one day prior to the Bid/ Offer Closing Date; otherwise, it shall be the same as the Bid/ Offer Closing Date. QIB Portion The portion of the Net Offer being not more than 30% of the Net Offer or 28,40,700* Equity Shares having face value of ₹10 each, which shall be available for allocation to QIBs (including Anchor Investors), on a proportionate basis (in which allocation to Anchor Investors shall be on a discretionary basis, as determined by our Company, in consultation with the BRLM up to a limit of 60% of the QIB Portion), subject to valid Bids being received at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors) * Subject to finalisation of the Basis of Allotment Red Herring Prospectus / The red herring prospectus dated August 07, 2025 issued by our Company RHP in accordance with section 32 of the Companies Act 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 Red Herring Prospectus has been filed with the RoC not less than three Working Days before the Bid/Offer Opening Date Refund Account(s) The account(s) opened with the Refund Bank from which refunds, if any, 11Term Description of the whole or part of the Bid Amount to Anchor Investors shall be made Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, and in this case being Axis Bank. Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 and with the stock exchanges having nationwide terminals, other than the members of the Syndicate and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI Registrar Agreement The agreement dated March 18, 2024 entered into between 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 / Bigshare Services Private Limited Registrar Resident Indian A person resident in India, as defined under FEMA. Retail Individual Individual Bidders, who have Bid for the Equity Shares for an amount Investor(s) / RII(s) / which is not more than ₹2,00,000 in any of the bidding options in the Offer Retail Individual (including HUFs applying through their karta and Eligible NRI Bidders) Bidder(s) / RIB(s) and does not include NRIs (other than Eligible NRIs). Retail Portion / Retail The portion of the Net Offer being not less than 45% of the Net Offer Category consisting of 42,61,050* Equity Shares having face value of ₹10 each, which shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. *Subject to finalisation of the Basis of Allotment Revision Form The form used by the Bidders to modify the quantity of the Equity Shares and/or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable. QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date RTAs or Registrar and The registrar and share transfer agents registered with SEBI and eligible Share Transfer Agents to procure Bids at the Designated RTA Locations as per the list available on the websites of BSE and NSE, and the UPI Circulars SCORES SEBI Complaints Redress System Self-Certified Syndicate The banks registered with SEBI, offering services: (i) in relation to ASBA Bank(s) or SCSBs (other than through UPI Mechanism), a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes &intmId=34 or www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes &intmId=35, as applicable, or such other website as may be prescribed by SEBI from time to time; and (ii) 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=y es&intmId=40, or such other website as may be prescribed and updated by SEBI from time to time. In accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, issued by SEBI, UPI Bidders may apply through the SCSBs and the Mobile App(s) Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely Bigshare Services Private Limited. Share Escrow Agreement The agreement dated November 29, 2024 amongst our Company, the Promoter Selling Shareholders, and the Share Escrow Agent in connection 12Term Description with the transfer of Equity Shares under the Offer for Sale by the Promoter Selling Shareholders 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 is which is available on the website of SEBI (www.sebi.gov.in) and updated from time to time Sponsor Bank(s) The banker(s) to the offer registered with SEBI, to be appointed by our Company namely HDFC Bank Limited and Axis Bank Limited, to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate collect requests and / or payment instructions of UPI Bidders using the UPI Mechanism and carry out any other responsibilities, in terms of the UPI Circulars. Stock Exchange(s) Collectively, the BSE and the NSE Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLM and the Syndicate Member, to collect ASBA Forms and Revision Forms Syndicate/ Members of Together, the BRLM and the Syndicate Members the Syndicate Syndicate Member(s) Syndicate Member(s) as defined under regulation 2(1) (hhh) of the SEBI ICDR Regulations namely Khandwala Securities Limited and Sunflower Broking Private Limited Syndicate Agreement The agreement dated July 17, 2025 as amended pursuant to the Addendum Agreement dated August 06, 2025 entered into between our Company, the Promoter Selling Shareholders, the BRLM, the Syndicate Member and the Registrar to the Offer, in relation to the collection of Bid cum Application Forms by the Syndicate Underwriters The BRLM and the Syndicate Members Underwriting Agreement The Agreement dated August 21, 2025e entered into between the Underwriters, the Promoter Selling Shareholders and our Company. UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI UPI Bidders Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail Portion; (ii) Eligible Employees, in the Employee Reservation Portion; and (iii) Non-Institutional Bidders with an application size of up to ₹5,00,000 in the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all individual investors applying in public issues where the application amount is up to ₹5,00,000 shall use UPI and shall provide their UPI ID in the Bid cum Application Form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity) UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular number SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular 13Term Description number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, SEBI master circular with circular number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent that such circulars pertain to the UPI Mechanism), SEBI master circular number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 SEBI Master Circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 (to the extent applicable) along with the circular issued by the National Stock Exchange of India Limited having reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by SEBI and Stock Exchanges in this regard. UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI Mobile App and by way of a SMS directing the UPI Bidder to such UPI Mobile App) to the UPI Bidder initiated by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account through the UPI Mobile App equivalent to the Bid Amount and subsequent debit of funds in case of Allotment. UPI Mechanism The bidding mechanism that may be used by a UPI Bidder to make a Bid in the Offer in accordance with the UPI Circulars UPI PIN Password to authenticate UPI transaction WACA Weighted average cost of acquisition Wilful Defaulter Wilful defaulter as defined under regulation 2(1)(lll) of the SEBI ICDR Regulations Working Days All days on which commercial banks in Mumbai are open for business; provided, however, with reference to (a) announcement of Price Band; and (b) Bid/ Offer Period, the expression “Working Day” shall mean all days on which commercial banks in Mumbai are open for business, excluding all Saturdays, Sundays or public holidays; and (c) with reference to the time period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, the expression ‘Working Day’ shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, in terms of the circulars issued by SEBI Conventional and General Terms or Abbreviations Term Description “Rs.” or “₹”, “Rupees” Indian Rupees or “INR” AGM Annual General Meeting AIFs Alternative Investment Fund as defined in and registered under the SEBI AIF Regulations AoA Articles of Association AS/ Accounting Accounting Standards as issued by the Institute of Chartered Accountants of India Standard Bn Billion BSE BSE Limited BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 CAGR Compound Annual Growth Rate, which is computed by dividing the value of an investment at the year-end by its value at the beginning of that period, raise the result to the power of one divided by the period length, and subtract one from the subsequent result ((End Value/Start Value) ^(1/Periods) -1 Category I AIF AIFs which are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations 14Term Description Category II AIF AIFs which are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations Category III AIF AIFs which are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulation CDSL Central Depository Services (India) Limited CIN Corporate Identification Number CIT Commissioner of Income Tax CLRA Contract Labour (Regulation and Abolition) Act, 1970 CCI Competition Commission of India Copyright Act Copyright Act, 1957 Companies Act, 1956 The erstwhile Companies Act, 1956, along with relevant rules made thereunder Companies Act / The Companies Act, 2013, read with the rules, regulations, clarifications circulars Companies Act, 2013 / and notifications issued thereunder, as amended to the extent currently in force Act Consolidated FDI Policy The consolidated foreign direct policy bearing DPIIT file number 5(2)/2020-FDI / FDI Policy Policy dated October 15, 2020, and effective from October 15, 2020, issued by the Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, and any modifications thereto or substitutions thereof, issued from time to time 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 DDT Dividend Distribution Tax Depositories NSDL and CDSL, collectively Depositories Act The Depositories Act, 1996, as amended from time to time. DIN Director Identification Number DPIIT 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) DP Depository Participant DP ID Depository Participant’s identity number EBITDA Earnings before interest, tax, depreciation and amortization EBITDA Margin EBITDA divided by revenue from operations (net) ECS Electronic Clearing System EGM Extraordinary General Meeting EPS Earnings per share ESIC Employee State Insurance Corporation ESOP Employee Stock Option Plan ESPS Employee Stock Purchase Scheme F.Y./ FY / Financial The period of 12 months commencing on April 1 of the immediately preceding Year/ Fiscal / Fiscal calendar year and ending on March 31 of that particular calendar year Year FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the FEMA FDI Foreign direct investment FEMA Foreign Exchange Management Act 1999, as amended from time to time and the regulations framed there under. FEM Rules / FEMA Non-debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Rules / FEM NDI Rules FIs Financial Institutions FIR First information report FPI(s) Foreign Portfolio Investor defined under the SEBI FPI Regulations. FVCI Foreign Venture Capital Investor (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI FV Face Value 15Term Description GAAR General Anti-Avoidance Rules Gazette Gazette of India GDP Gross Domestic Product GoI/ Government Government of India GST Goods and Services Tax GST Act The Central Goods and Services Tax Act, 2017 GSTIN Goods and Services Tax Identification Number HNI High Net worth Individual HUF(s) Hindu Undivided Family IBC Insolvency and Bankruptcy Code, 2016 ICAI Institute of Chartered Accountants of India ICSI The Institute of Company Secretaries of India ICDR Regulations/ Securities and Exchange Board of India (Issue of Capital and Disclosure SEBI ICDR Regulations Requirements) Regulations, 2018 as amended from time to time IFRS International Financial Reporting Standards IFSC Indian Financial System Code IMPS Immediate Payment Service IT Act / Income Tax Act The Income Tax Act, 1961 India Republic of India Ind AS/ Indian The Indian Accounting Standards notified under section 133 of the Companies Act, Accounting 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as Standards amended and other relevant provisions of the Companies Act, 2013 Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Companies Act, 2013 Indian GAAP / IGAAP Generally Accepted Accounting Principles in India IST Indian Standard Time INR Indian National Rupee IPO Initial Public Offering IRR Internal rate of return IRDA Insurance Regulatory and Development Authority IT Authorities Income Tax Authorities IT Rules The Income Tax Rules, 1962, as amended from time to time Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations / PIT Regulations, 2015, as amended. Regulations KYC Know Your Customer MCA The Ministry of Corporate Affairs, GoI MCLR Marginal Cost of Funds Based Landing Rate Mn / mn million MoU Memorandum of Understanding Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 N/A or N.A. or NA Not Applicable NACH National Automated Clearing House NAV Net Asset Value NBFC Non-Banking Finance Company NI Act Negotiable Instruments Act, 1881 NOC No Objection Certificate NR / Non-resident A person resident outside India, as defined under FEMA and includes an NRI NRI Non-Resident Indian NECS National Electronic Clearing Services NEFT National Electronic Fund Transfer NPCI National Payments Corporation of India NSDL National Securities Depository Limited 16Term Description NSE National Stock Exchange of India Limited OCB/ Overseas Overseas corporate body, a company, partnership, society or other corporate body 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 beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003, and immediately before such date was eligible to undertake transactions pursuant to general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer. ODI Overseas Direct Investment p.a. Per annum P/E Price/ earnings P/E Ratio Price earnings ratio PAN Permanent Account Number PAT Profit after tax PBT Profit before tax PIO Person of India Origin Pvt. Private PCB(s) Pollution Control Board(s) QIB Qualified Institutional Buyer RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended from time to time R&D Research & Development Regulation S Regulation S under the U.S. Securities Act RoNW Return on Net Worth ROE Return on Equity R&D Research & Development RTGS Real Time Gross Settlement RTI Right to Information, in terms of the Right to Information Act, 2005 SCORES Securities and Exchange Board of India Complaints Redress System SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957 SCSB Self-Certified Syndicate Bank SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012. SEBI Depository Securities and Exchange Board of India (Depositories and Participants) Regulations Regulations, 1996 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 Investor) Regulations, 2000 SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations Requirements) Regulations, 2015 SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 Regulations SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 SEBI Ind AS Transition SEBI Circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 Circular SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations Regulations, 2015 SEBI RTA Master SEBI master circular bearing reference no. SEBI/HO/MIRSD/MIRSD- Circular PoD/P/CIR/2025/91 dated June 23, 2025 SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and 17Term Description Regulations /Takeover Takeovers) Regulations, 2011 Regulations / Takeover Code SGST State GST Sec Section STT Securities Transaction Tax SME Small and Medium Enterprise Stock Exchanges BSE and NSE TAN Tax Deduction Account Number TDS Tax deducted at source TIN Taxpayers Identification Number Tn Trillion TNW Total Net Worth TRS Transaction Registration Slip U.K. United Kingdom of Great Britain and Northern Ireland U.S. GAAP Generally accepted accounting principles in the United States of America u/s Under Section UIN Unique Identification Number UoI Union of India US/ U.S. / USA/United United States of America States USD / US$ / $ United States Dollar / US Dollar, the official currency of the United States of America VAT Value Added Tax VCF / Venture Capital Venture capital funds as defined in and registered with the SEBI under the Fund Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may be w.e.f. With effect from Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period ending December 31 Business, technical and industry-related terms Term Description APEDA Agricultural and Processed Food Products Export Development Authority APMC Agricultural Produce Market Committee APC Agro Processing Cluster Attrition Rate Attrition Rate has been calculated as the number of employees who have resigned during the period, divided by the number of employees existing as of the beginning of the period and the numbers of employees who have joined during the period B2B Business to Business B2C Business to Consumer B&M Brick and mortar BRICS Brazil, Russia, India, China and South Africa CEFPPC Scheme Creation/Expansion of Food Processing and Preservation Capacities Scheme CPI Consumer Price Index D&B Dun & Bradstreet D2C Direct to Consumer EBO Exclusive Brand Outlet ECLGS Emergency Credit Line Guarantee Scheme EDLC / EDLP Everyday Low Cost / Everyday Low Price ERP Enterprise resource planning Est., Adv. Est Estimated, Advance Estimates FDI Foreign Direct Investment FMCG Fast Moving Consumer Goods F&G Retail Food & Grocery Retail 18Term Description FSSAI Food and Safety Standards Authority of India FTL Food Testing Laboratories GDP Gross Domestic Product GFCF Gross Fixed Capital Formation GMV Gross Merchandise Value GVA Gross Value Added HDPP High-Density Polyethylene IIP Index of Industrial Production IMF International Monetary Fund IT Information Technology MBO Multi-brand Outlets MIDH Mission for Integrated Development of Horticulture MMR Mumbai Metropolitan Region MOFPI Ministry of Food Processing Industries MOSPI Ministry of Statistics and Programmed Implementation MSME Micro, Small and Medium Enterprise MT Metric Tonnes m-o-m Month on Month Number of Bill Number of bill cuts represents the total count of sales invoices generated at our stores, Cuts specifically for transactions within the retail segment ONDC Open Network for Digital Commerce P, F Projected, Forecast PFCE Private Final Consumption Expenditure PLI Production Linked Incentive PLISFPI Production Linked Incentive Scheme for Food Processing Industry PMKSY Pradhan Mantri Kisan Sampada Yojana PP Polypropylene RAI Retailers Association of India RBI Reserve Bank of India SKU Stock Keeping Unit Sq. ft Square Feet Sq.mtr(s) Square meters TPH Tonnes Per Hour WEO World Economic Outlook WPI Wholesale Price Index WSO World Spice Organization y-o-y Year on Year Explanation for the KPI metrics KPI Explanations Revenue from Revenue from Operations is used by our management to track the revenue Operations (₹ in profile of our business and in turn helps assess the overall financial Lakhs) performance of the Company and size of the business Growth in revenue Growth in Revenue from operations provides information regarding the from operations (%) growth of the business for the respective period. Gross Profit (₹ in Gross Profit provides information regarding the profits from manufacturing Lakhs) of products by the Company. Gross Profit Margin Gross Profit Margin is an indicator of the profitability on sale of products (%) manufactured sold by the Company. EBITDA (₹ in EBITDA provides information regarding the operational efficiency of the Lakhs) business. EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability of the business before interest, depreciation, amortisation, and taxes and financial performance of the business. 19KPI Explanations Adjusted EBITDA Adjusted EBITDA provides information regarding the operational efficiency (₹in Lakhs) of the business after adjusting for other income, which is non-core income Adjusted EBITDA Adjusted EBITDA Margin is a further indicator of the operational Margin (%) profitability and financial performance of the business after negating the impact of non-operating income Restated Profit after Restated Profit after Tax is an indicator of the overall profitability and Tax (PAT) (₹ in financial performance of the business. Lakhs) PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of the business as a % to revenue from operations. Return on Equity RoE provides how efficiently our Company generates profits from the (“RoE”) (%) shareholders’ funds. Return on Capital ROCE provides how efficiently our Company generates earnings from the Employed (“RoCE”) capital employed in the business. (%) (12) Net Debt / EBITDA It represents how many years it would take for our Company to pay back its Ratio debt if net debt and EBITDA are held constant. Debt Equity ratio This gearing ratio compares shareholders’ equity to company debt to assess the company’s amount of leverage and financial stability. Working Capital Working capital days indicates the working capital requirements of our Days Company in relation to revenue generated from operations, it defines the number of days taken by the company for converting the purchase to collection. Inventory Days Inventory Days provides number of days in which inventory turnaround in particular period / year. Trade Receivable Trade Receivable Days is the number of days that a customer invoice is Days outstanding before it is collected. Trade Payable Days Trade Payable Days is the number of days that a company takes to pay its bills and invoices to its trade creditors. 20CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references in this Prospectus to “India” are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references herein to the “U.S.”, “USA” or “United States” are to the United States of America and its territories and possessions. Unless otherwise specified, all references to time mentioned in this Prospectus are to Indian Standard Time (“IST”). Unless indicated otherwise, all references to page numbers in this Prospectus are to the corresponding page numbers of this Prospectus. Currency and Units of Presentation All references to: (a) “Rupees” or “Rs.” or “INR” or “₹” are to Indian Rupees, the official currency of the Republic of India; (b) “USD” or “US$” or “$” or U.S. Dollars are to the United States Dollar, the official currency of the United States of America. In this Prospectus, our Company has presented certain numerical information. Except otherwise stated, all figures have been expressed in Lakh/ Lakhs. However, where any figures that may have been sourced from third-party industry sources are expressed in denominations other than Lakh/ Lakhs, such figures appear in this Prospectus expressed in such denominations as provided in their respective sources. In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures derived from our Financial Information in decimals have been rounded off to the two decimal places. Figures sourced from third-party industry sources may be expressed in denominations other than Lakh / Lakhs or may be rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective sources. Exchange Rates This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at any particular rate, or at all. Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as follows: Currency Exchange Rate as on March 31, 2025* March 31, 2024** March 31, 2023 1 USD 85.58 83.37 82.22 Source: Foreign exchange reference rates as available on www.fbil.org.in Note: Exchange rate is rounded off to two decimal points. * Since March 31, 2025, was a national holiday, the exchange rate was considered as on March 28, 2025, being the last working day prior to March 31, 2025. **Since March 31, 2024, was a Sunday, the exchange rate was considered as on March 28, 2024, being the last working day prior to March 31, 2024. Financial Data Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Prospectus are derived from the Restated Financial Statements. For further details, please see “Restated Financial 21Statements” on page 450. Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year. Accordingly, all references in this Prospectus to a particular financial year or fiscal, unless stated otherwise, are to the twelve (12) month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year. Unless the context requires otherwise, all references to a “year” in this Prospectus are to a calendar year and references to a Fiscal / Financial Year are to the year ended March 31, of that calendar year. Certain other financial information pertaining to our Group Company is derived from its audited financial statements. The Restated Financial Statements of our Company comprises the restated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated statement of profit and loss (including other comprehensive income), the restated statement of changes in equity, the restated statement of cash flows for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant accounting policies, and other explanatory information prepared in accordance with Section 26 of Part I of Chapter III of the Companies Act, the SEBI ICDR Regulations. For further details, please see “Restated Financial Statements” on page 450. In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Prospectus and it is urged that the reader(s) consults his / her / their own advisors regarding such differences and their impact on our Company’s financial data. Accordingly, the degree to which the financial information included in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this Prospectus should, accordingly be limited. Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to conform to their respective sources. Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management Discussion and Analysis of Financial Condition Results of Operations” on pages 40, 293 and 642 and elsewhere in this Prospectus have been calculated on the basis of amounts derived from our Restated Financial Statements. For risks relating to significant differences between Ind AS and other accounting principles, please see “Risk Factors- Significant differences exist between Indian Accounting Standards and other accounting principles, such as United States Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS), which investors may consider material to their assessment of our financial condition” on page 108. Unless the context otherwise indicates, any percentage amounts or ratios (excluding certain operational metrics), relating to the financial information of our Company in this Prospectus have been calculated on the basis of our Restated Financial Statements, as applicable. Non- Generally Accepted Accounting Principles (GAAP) Financial Measures This Prospectus contains certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, Return on Capital Employed, Return on Net Worth, Debt Equity Ratio, Interest coverage ratio, (together, “Non-GAAP Measures”) that are not required by, or presented in accordance with, Ind AS, U. S. GAAP, or IFRS. Further, these non-GAAP measures and other operating matrices are not a measurement of our financial performance or liquidity under Ind AS, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows, generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or U.S. GAAP. We compute and disclose such non-Indian GAAP financial measures and such other statistical information 22relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance. These non-Indian GAAP financial measures and other statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. Industry and Market Data Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources and may also not be comparable. The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no investment decision should be made solely on the basis of such information. The extent to which industry and market data set forth in this Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors- Industry information included in this Prospectus has been derived from an industry report prepared by Dun & Bradstreet, exclusively commissioned and paid for by us for such purpose.” on page 98. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/. Accordingly, investment decisions should not be based solely on such information. Unless stated otherwise, the industry and market data used in this Prospectus has been obtained and derived from a report titled “Industry Report on Food & Grocery Retailing and Food Processing” (“D&B Report”) updated on August 07, 2025, which is exclusively prepared for the purpose of the Offer and issued by D&B, appointed by our Company pursuant to an engagement letter dated February 12, 2024, and is commissioned and paid for by our Company. The D&B Report is available on the website of our Company at https://patelrpl.in/investor-relations/ and also at the Registered Office of our Company, from the date of the Red Herring Prospectus till Bid/Offer Closing Date. The D&B Report has been exclusively commissioned at the request of and paid for by our Company for the purpose of this Offer. D&B has confirmed that it is an independent agency, and that it is not related to our Company, our Directors, our Promoters, our Key Managerial Personnel or our Senior Management. The data included herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer), that have been left out or changed in any manner. The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates and assumptions that may prove to be incorrect. D&B is an independent agency, which has no relationship with our Company, our Promoters, our Directors, our Key Managerial Personnel and Senior Management Personnel or the BRLM. D&B Report Disclaimer The D&B Report is subject to the following disclaimer: Dun & Bradstreet has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and completeness. We believe that this study presents a true and fair view of the industry within the limitations of, among others, secondary statistics, and research, and it does not purport to be exhaustive. The results that can be or are derived from these findings are based on certain assumptions and parameters/ conditions. As such, a blanket, generic use of the derived results or the methodology is not encouraged. Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently uncertain because of changes in factors underlying their assumptions, or events or combinations of events that cannot be reasonably foreseen. Actual results and future events could differ materially from such forecasts, estimates, predictions, or such statements. 23The recipient should conduct its own investigation and analysis of all facts and information contained in this report is a part and the recipient must rely on its own examination and the terms of the transaction, as and when discussed. The recipients should not construe any of the contents in this report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction. Unless otherwise indicated, all financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year, refers to such information for the relevant year. Actual results and future events could differ materially from such forecasts, estimates, predictions, or such statements. Although the industry and market data used in this Prospectus is reliable, industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. Further, industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. The extent to which industry and market data set forth in this Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis of all facts and information contained in this Prospectus and the recipient must rely on its own examination and the terms of the transaction, as and when discussed. For risks in relation to the D&B Report, please see “Risk Factors- Industry information included in this Prospectus has been derived from an industry report prepared by Dun & Bradstreet, exclusively commissioned and paid for by us for such purpose” on page 98. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/. In accordance with the SEBI ICDR Regulations, the section titled “Basis for Offer Price” on page 168, includes information relating to our peer group companies. Such information has been derived from publicly available sources, and accordingly, no investment decision should be made solely on the basis of such information. 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 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 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 outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of each jurisdiction where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the applicable laws of such jurisdiction. 24FORWARD-LOOKING STATEMENTS This Prospectus contains certain statements which are not statements of historical fact and may be described as “forward-looking statements”. These forward looking statements include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “shall”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “project”, “propose”, “seek to”, “will”, “will achieve”, “will continue”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward looking statements. These forward-looking statements include statements as to our business strategy, plans, revenue and profitability (including, without limitation, any financial or operating projections or forecasts) and other matters discussed in this Prospectus that are not historical facts. 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. All statements in this Prospectus that are not statements of historical fact are ‘forward looking statements. These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ materially from those suggested by such forward-looking statements. This could be due to risks or uncertainties associated with expectations relating to, inter alia, regulatory changes pertaining to the industries in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, changes in the incidence of any natural calamities and/or violence, regulations and taxes and changes in competition in the industries in which we operate. Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: (i) All our retail stores are concentrated in the state of Maharashtra, more particularly within the Thane and Raigad district. In the Financial Years 2024-25, 2023-24 and 2022-23, our revenue from Retail sales of ₹36,886.98 Lakhs, ₹28,972.19 Lakhs and ₹26,655.66 Lakhs accounted for 44.95%, 35.58% and 26.17% of our revenue from operations, respectively. Any adverse developments affecting our operations in such region, could have an adverse impact on our retail business, financial condition, results of operations and cash flows; (ii) Our inability to offer daily low prices pursuant to our EDLC/ EDLP strategy; (iii) Our inability to maintain optimum levels of inventory at our stores; (iv) Our inability to negotiate and obtain favourable terms from our suppliers; (v) Our inability to promptly identify and respond to changing customer preferences or evolving trends; (vi) Our inability to acquire land or enter into leases at suitable locations for our expansion; (vii) Our Company is dependent on few numbers of suppliers. Loss of any of our large suppliers may affect our cost of raw materials and profitability; (viii) Our operations are dependent on the supply of large amounts of raw material such as wheat, spices and peanuts. We do not have long term agreements with suppliers for our raw materials and any increase in the cost of, or a shortfall in the availability of, such raw materials could have an adverse effect on our business and results of operations, and seasonable variations could also result in fluctuations in our results of operations; (ix) We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, financial condition and cash flows; (x) There are certain outstanding litigations involving our Company, which, if determined adversely, may affect our business operations and reputation. For a further discussion of factors that could cause actual results to differ from our expectations and estimates, please see “Risk Factors”, “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis 25of Financial Condition and Results of Operations” on pages 40, 293, 196 and 487, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from w actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. There can be no assurance to the Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, the Bidders are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future performance. Forward-looking statements reflect current views as on the date of this Prospectus and are not a guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward- looking statements based on these assumptions could be incorrect. Neither our Company, our Promoters (including our Promoter Selling Shareholders), our Directors, KMPs, SMPs, the BRLM nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company will ensure that the investors in India are informed of material developments pertaining to our Company and the Equity Shares from the date of this Prospectus in relation to the statements and undertakings made by it in this Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges for this Offer. Further, in accordance with the SEBI ICDR Regulations, the Promoter Selling Shareholders shall, severally and not jointly, ensure that the investors are informed of material developments from the date of this Prospectus in relation to the statements and undertakings specifically made or confirmed by each such Promoter Selling Shareholder in this Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges for this Offer. Only statements and undertakings which are specifically “confirmed” or “undertaken” by the Promoter Selling Shareholders, as the case may be, in this Prospectus shall, severally and not jointly, deemed to be statements and undertakings made by such Promoter Selling Shareholders. 26SUMMARY OF THE OFFER DOCUMENT This section is a general summary of certain disclosures and terms of the Offer included in this Prospectus and is neither exhaustive, nor does it purport to contain a summary of all the disclosures in this Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Other Financial Information”, “Management’s Discussions and Analysis of Financial Position and Results of Operations” “Outstanding Litigation and Material Developments” and “Offer Procedure” on pages 40, 111, 128, 150, 196, 293, 440, 486, 487, 520 and 571 respectively. Primary business of our Company We are primarily engaged as a retail supermarket chain operating in the state of Maharashtra, in the MMR region in the districts of Thane and Raigad viz. Ambernath, Badlapur, Bhiwandi, Diva, Dombivli, Kalyan, Khopoli, Murbad, Neral, Padgha, Shahapur, Shahad, Titwala, Ulhasnagar, Vasind and Vangani, with focus on “value retail”, offering food, non-food (FMCG), general merchandise and apparel catering to the needs of the entire family. We launched our private label goods under our brands Patel Fresh and Patel Essentials, in the year 2010, Blue Nation in the year 2014 and Indian Chaska in the year 2018. Further, we started our processing activity in our Facility 2 and Agri-cluster in Kutch, Gujarat in the year 2016 and 2022 respectively. The percentage of revenue for different catergories of our business and bifurcation of revenue across business verticals and the revenue split between domestic and export sales is as under: (₹ in Lakhs except percentages) Category/ As % of As % of As % of Vertical/ Revenue Revenue Revenue Market Fiscal 2025 Fiscal 2024 Fiscal 2023 from from from (export/ Operations Operations Operations domestic) Category Food 26,943.37 32.83% 21,384.99 26.27% 19,630.03 19.27% Non - Food 7,220.01 8.80% 5,553.92 6.82% 5,041.37 4.95% General Merchandise 2,723.59 3.32% 2,033.28 2.50% 1,984.26 1.95% & Apparels Sale of Products - Business Vertical Process 36,117.33 44.01% 37,256.33 45.76% 31,042.15 30.48% Retail Sales 36,886.98 44.95% 28,972.19 35.58% 26,655.66 26.17% Trading 8,317.62 10.13% 14,116.18 17.34% 43,120.98 42.34% Sale of 81,321.93 99.09% 80,344.70 98.68% 100,818.79 98.98% Products Sale of Products - Geography Domestic 54,095.22 65.91% 40,016.83 49.15% 34,197.36 33.57% Export* 27,226.71 33.18% 40,327.87 49.53% 66,621.44 65.41% *Net of discount, claims and provisions. Summary of the industry in which our Company operates The Indian retail sector is experiencing a significant transformation owing to a range of shifting socio-economic factors, increasing digital and new age technology influence along with a rapidly transforming consumer landscape. Over the year, India has evolved as a thriving consumer-driven economy, making it the 4th largest retail market globally after US, China, and Japan and has thus become one of the most attractive markets for global retailer to expand their footprints in India. At present the retail sector in India accounts for over 10% of the country’s GDP. Food & Grocery, Apparel & footwear, and consumer electronics are the largest retail segments, constituting 63%, 9% and 7% respectively of the retail market. The share of organized retail in the total retail industry is currently estimated 12%-15%. The 27organised retailing segment is estimated to be valued at USD 186 Bn in 2024 and is projected to grow to USD 267 Bn by 2033. Major retail chains are expanding their presence beyond metros and Tier-1 cities to tier-2, tier-3 cities and even in tier-4 cities owing to lower rental rates and operating costs. Today, the branded & packaged spice segment is estimated to account for 30 - 40% of the total spice market in India. According to World Spice Organization (WSO), the branded spice market in India is estimated to be worth INR 35,000 Crore. India remains the largest exporter of spices globally, with exports valued at INR 369.6 billion in FY 2024. Between 2017 and 2023, the branded wheat flour market in India witnessed a CAGR of 4.9%, with its market size expanding from roughly INR 15,000 crores to INR 20,000 crores within the given time period. (Source: D&B Report. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/.) Our Promoters As on the date of this Prospectus, Dhanji Raghavji Patel, Bechar Raghavji Patel, Hiren Bechar Patel and Rahul Dhanji Patel are the Promoters of our Company. For further details, please see “Our Promoters and Promoter Group” on page 440. Offer Size The following table summaries the details of the Offer size: Offer of Equity Shares (1) 95,20,000* Equity Shares having face value of ₹10 each aggregating ₹ 24,265.80 Lakhs*# of which (i) Fresh Issue (1)(3) 85,18,000* Equity Shares having face value of ₹10 each aggregating ₹ 21,710.70 Lakhs*# (ii) Offer for Sale (2) 10,02,000* Equity Shares having face value of ₹10 each aggregating ₹ 2555.10 Lakhs* by the Promoter Selling Shareholders The Offer may include: (i) Employee Reservation Portion (4) 51,000* Equity Shares having face value of ₹10 each aggregating to ₹ 119.85 Lakhs* Net Offer 94,69,000 * Equity Shares having face value of ₹10 each aggregating to ₹ 24,145.95 Lakhs *# Notes: *Subject to finalisation of Basis of Allotment; #A discount of 7.84% on the Offer Price (equivalent of ₹20 per Equity Share) was offered to Eligible Employees bidding in the Employee Reservation Portion (1) The Offer including the Fresh Issue has been authorized by our Board pursuant to its resolution dated March 01, 2024 and by our Shareholders pursuant to a special resolution dated March 07, 2024. Our Board has taken on record the approval for the Offer for Sale by each of the Promoter Selling Shareholders pursuant to its resolution dated March 20, 2024. (2) Each Promoter Selling Shareholder has, severally and not jointly, specifically confirmed that its respective portion of the Offered Shares are eligible to be offered for sale in the Offer in accordance with the SEBI ICDR Regulations. For details on authorisation of each of the Promoter Selling Shareholder in relation to the Offered Shares, please see “Other Regulatory and Statutory Disclosures” on page 540. (3) A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. 28(4) In the event of undersubscription in the Employee Reservation Portion (if any), the unsubscribed portion may be Allotted on a proportionate basis, to all Eligible Employees who have Bid in excess of ₹2,00,000 (net of Employee Discount), subject to the maximum value of Allotment not exceeding ₹5,00,000 (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion (after Allocation up to ₹5,00,000, net of Employee Discount) shall be added to the Net Offer. The Offer and Net Offer shall constitute 28.50 % and 28.35 % of the post Offer paid-up Equity Share capital of our Company. Objects of the Offer Our Company proposes to utilise the Net Proceeds towards funding the following objects: Particulars Amount to be utilized Amount Utilized by from Net Proceeds (₹ in the Company from the Lakhs) # Pre-IPO Placement (₹ in Lakhs) $ Repayment/prepayment, in full or part, of certain 5,900.00 Nil borrowings availed by our Company Funding of working capital requirements of the Company 10,900.02 599.98 General corporate purposes*#@ 2,247.85 319.63 Net Proceeds 19,047.87 919.61 Notes: (1) . The amount for general corporate purposes shall not exceed twenty-five percent (25%) of the Gross Proceeds from the Fresh Issue being raised. (2) A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. (3) The balance proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregating to ₹580.39 Lakhs shall be utilized towards General Corporate Purposes. (4) As certified by our Statutory Auditors by way of their certificate dated June 24, 2025. For further details, please see “Objects of the Offer” beginning on page 150. Aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group and Selling Shareholders as a percentage of the paid-up Equity Share capital of our Company As on the date of this Prospectus, the aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group and the Promoter Selling Shareholders as a percentage of the pre-Offer paid-up Equity Share capital of the Company is set out below: 1. Promoter and Promoter Group Sr. Name of Shareholder Pre-Offer Equity Share capital No. Number of Equity Shares having Percentage of total pre- face value of ₹10 each held as on Offer paid up Equity Share the date of this Prospectus capital (%) Promoters 1. Dhanji Raghavji Patel 1,62,86,528 65.45% 2. Bechar Raghavji Patel 46,72,000 18.78% 3. Hiren Bechar Patel 6,40,000 2.57% 4. Rahul Dhanji Patel 6,40,000 2.57% Total (A) 2,22,38,528 89.37% 29Sr. Name of Shareholder Pre-Offer Equity Share capital No. Number of Equity Shares having Percentage of total pre- face value of ₹10 each held as on Offer paid up Equity Share the date of this Prospectus capital (%) Promoter Group 5. Bharat Haribhai Patel 12,48,000 5.02% 6. Mahesh Haribhai Patel 3,20,000 1.29% 7. Ankit Beacher Patel 3,20,000 1.29% 8. Asmita Dhanji Patel 64,000 0.26% 9. Vaishali Panvelkar 64,000 0.26% 10. Komal Rahul Waghela 64,000 0.26% 11. Preeti Pankaj Patel 64,000 0.26% Total (B) 21,44,000 8.62% Total (A) + (B) 2,43,82,528 97.99% 2. Promoter Selling Shareholders Sr No Name of Shareholder Number of Equity Number of % of total % of total Shares as on the date Offered pre-Offer post-Offer of this Prospectus of Equity Shares paid-up paid-up face value ₹10 (up to) of face equity share equity share value ₹10 capital capital *^ 1. Dhanji Raghavji Patel 1,62,86,528 7,68,000 65.45% 46.46% 2. Bechar Raghavji Patel 46,72,000 2,34,000 18.78% 13.29% *Also participating as Promoter Selling Shareholder in the Offer. ^ Subject to the finalisation of Basis of Allotment. Aggregate pre - Offer shareholding of our Promoters, our Promoter Group and the additional top 10 Shareholders The aggregate pre - Offer shareholding of our Promoters, our Promoter Group and the additional top 10 Shareholders is set forth below: Sr. Pre- Offer shareholding as at the date of Post-Offer shareholding as at Allotment** No. Advertisement At the lower end of the At the upper end of the No. of price band ₹237 price band ₹255 Equity Share Shareholders Shares of holding No. of Equity Sharehol No. of Equity Sharehol face value (in %) Shares of ding (in Shares of face ding (in ₹10 face value %) value ₹10 %) ₹10 Promoters 1. Dhanji Raghavji Patel* 1,62,86,528 65.45% 1,55,18,528 46.46% 1,55,18,528 46.46% 2. Bechar Raghavji Patel* 46,72,000 18.78% 44,38,000 13.29% 44,38,000 13.29% 3. Hiren Bechar Patel 6,40,000 2.57% 6,40,000 1.92% 6,40,000 1.92% 4. Rahul Dhanji Patel 6,40,000 2.57% 6,40,000 1.92% 6,40,000 1.92% Promoter Group 5. Bharat Haribhai Patel 12,48,000 5.02% 12,48,000 3.74% 12,48,000 3.74% 6. Mahesh Haribhai Patel 3,20,000 1.29% 3,20,000 0.96% 3,20,000 0.96% 7. Ankit Beacher Patel 3,20,000 1.29% 3,20,000 0.96% 3,20,000 0.96% 8. Asmita Dhanji Patel 64,000 0.26% 64,000 0.19% 64,000 0.19% 9. Vaishali Panvelkar 64,000 0.26% 64,000 0.19% 64,000 0.19% 10. Komal Rahul Waghela 64,000 0.26% 64,000 0.19% 64,000 0.19% 11. Preeti Pankaj Patel 64,000 0.26% 64,000 0.19% 64,000 0.19% Additional Top - 10 Shareholders 30M/s Janki Internatinal - Partnership Firm through its Partners 12. 63,009 0.25% 63,009 0.19% 63,009 0.19% Hiren Rakeshbhai Kotadiya & Janki Hiren Kotadiya 13. Ganesh D Patel 33,000 0.13% 33,000 0.10% 33,000 0.10% Jakhiben Derajbhai 0.10% 0.10% 14. 33,000 0.13% 33,000 33,000 Patel Manjibhai Ranchod 0.09% 0.09% 15. 30,000 0.12% 30,000 30,000 Patel 16. Deepti Jatin Faria 25,000 0.10% 25,000 0.07% 25,000 0.07% 17. Kevin Ashokbhai Patel 25,000 0.10% 25,000 0.07% 25,000 0.07% 18. Jayesh Patel 25,000 0.10% 25,000 0.07% 25,000 0.07% Ruxmani Laxmichand 0.07%] 0.07%] 19. 23,500 0.09% 23,500 23,500 Karani Naimish Amrutlal 0.06% 0.06% 20. 20,000 0.08% 20,000 20,000 Kotadia 21. Nayana Mahesh Patel 20,000 0.08% 20,000 0.06% 20,000 0.06% TOTAL 2,46,80,037 99.19% 2,36,78,037 70.89% 2,36,78,037 70.89% *Also participating as Promoter Selling Shareholder in the Offer. **. Subject to the finalisation of Basis of Allotment. Notes: (1) Dhanji Raghavji Patel and Bechar Raghavji Patel are also our Promoter Selling Shareholders. (2) The Company has not issued any ESOPs. Summary derived from the Restated Financial Statements The following details are derived from the Restated Financial Statements: (₹ in Lakhs, except otherwise specified) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Equity Share capital 2,488.25 2,438.25 380.98 Net Worth (1) 13,457.44 9,440.33 7,186.92 Revenue from Operations 82,069.29 81,418.83 1,01,854.78 (2) Restated Profit / (Loss) 2,527.81 2,253.34 1,637.97 after tax - Basic & Diluted per 10.30 9.24 6.72 Equity Share (3) Net Asset Value per 54.08 38.72 29.48 Equity Share (4) Total Borrowings (5) 18,053.70 18,575.03 18,281.39 Notes: The ratios have been computed as under: (1) Net worth is taken as Equity share capital + Other Equity less Prepaid Expenses (including non-controlling interest) (2) Revenue from Operations exclude other income. (3) Basic and Diluted EPS amounts are calculated by dividing the profit/(loss) for the period/years attributable to Shareholders of our Company by the weighted average number of Equity Shares outstanding during the period/years. (4) Net Asset Value per Equity Share is calculated as net worth attributable to the Equity Shareholders of our Company as at the end of financial period/year divided by the weighted average number of Equity Shares used in calculating basic earnings per share. “Net Worth attributable to the Equity Shareholders of our Company” means the aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, including legal reserve and after deducting, if any the aggregate value of the accumulated losses. (5) Total Borrowing includes the non-current borrowing and current borrowings of our Company. 31Qualifications of the Statutory Auditors There are no qualifications by our Statutory Auditors which have not been given effect to in the Restated Financial Statements. Summary of Outstanding Litigation A summary of outstanding litigation proceedings as on the date of this Prospectus as disclosed in the section titled “Outstanding Litigation and Material Developments” on page 520 in terms of the SEBI ICDR Regulations and the Materiality Policy is provided below: Name of Criminal Tax Statutory or Disciplinary Material Amount the entity Proceedings Proceedings* Regulatory actions by SEBI or Civil involved Proceedings Stock Exchanges Litigations (₹ in against our Lakhs) Promoters Company By our Nil 1 Nil Not Applicable Nil 7.53 Company Against 5 14 Nil (1) Not Applicable Nil 1,463.55 our Company Directors (Other than Promoters) By our Nil Nil Nil Not Applicable Nil Nil directors Against 2 Nil Nil (2) Not Applicable Nil 2.50 our directors Promoters By our 12 11 Nil Nil Nil 1,443.33 Promoters Against 10 18 Nil (3) Nil 1 868.88 our Promoters the Promoters KMPs and SMPs (other than Promoters) By our 1 Nil Nil Nil Not Nil KMPs and Applicable SMPs Against our Nil 1 Nil Nil Not 4.51 KMPs and Applicable SMPs Group Companies By our Nil 1 Nil Nil Nil 19.08 Group Companies Against our Nil 2 Nil Nil Nil 23.98 Group Companies *To the extent quantifiable (1) Statutory or Regulatory Proceedings against our Company form part of Criminal Proceedings. (2) Statutory or Regulatory Proceedings against our Directors form part of Criminal Proceedings. (3) Statutory or Regulatory Proceedings against our Promoters form part of Criminal Proceedings. For further details of the outstanding litigation proceedings, please see “Outstanding Litigation and Material Developments” on page 520. Further, as on the date of this Prospectus, there are no pending litigation involving our Group Companies which 32has a material impact on our Company. As on the date of this Prospectus, our Company has no subsidiary. Risk Factors Specific attention of the investors is invited to the section “Risk Factors” on page 40. Summary of contingent liabilities The details of our contingent liabilities (as per Ind AS 37) derived from the Restated Financial Statements are set forth in the table below: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2024 Disputed Income Tax Liability - - - Total - - - Note: 1. The Disputed Income Tax Liability for the Assessment Year 2014-15 to Assessment Year 2018-19 has been extinguished pursuant to the CIT Appeals order dated 28/06/2024 in the favor of the Company and the assessing officer has given effect to CIT Appeals order vide its order dated July 16, 2024. 2. Bank Guarantee issued by bank amounting to ₹ 67.80 Lakhs as at 31st March 2025. . For further details of the contingent liabilities, please see “Restated Financial Statements- Note 35- Contingent Liabilities” beginning on page 450 Summary of Related Party Transactions A summary of the related party transactions as per Ind AS 24-Related Party Disclosures read with the SEBI ICDR Regulations entered into by our Company with related parties as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, as derived from the Restated Financial Statements are as set out in the table below: a) Details of Transactions during the period/year with related parties: (₹ in Lakhs) As a % of As a % of As a % of Nature of revenue revenue Sr. Related Fiscal revenue Fiscal Fiscal Transactions from from No. parties 2025 from 2024 2023 during the year operation operation operation Director 75 0.09% 75 0.09% 60 0.06% Remuneration Interest on loan 98.3 0.12% 92.14 0.11% 107.83 0.11% (i) Dhanji Rent 1.8 Negligible 1.8 Negligible 1.8 Negligible Raghavji Patel 1,146.5 Loan taken 749.23 0.91% 484.51 0.60% 1.13% 0 1,731.4 Loan Repaid 1198.98 1.46% 960.68 1.18% 1.70% 1 Director 48 0.06% 40 0.05% 12 0.01% Remuneration Interest on loan 44.75 0.05% 44.66 0.05% 45.37 0.04% Bechar (ii) Raghavji Patel Rent 1.8 Negligible 1.8 Negligible 1.8 Negligible Loan taken - - - - 544.54 0.53% Loan Repaid - - - - - - Director - - 8 0.01% 12 0.01% Remuneration Hiren Bechar Interest on loan - - 5.7 0.01% - - (iii) Patel Rent 1.2 Negligible 1.2 Negligible 1.2 Negligible Sitting Fees 2.32 Negligible 0.72 Negligible - - 33As a % of As a % of As a % of Nature of revenue revenue Sr. Related Fiscal revenue Fiscal Fiscal Transactions from from No. parties 2025 from 2024 2023 during the year operation operation operation Loan taken - - 45.9 0.06% 300 0.29% Loan Repaid - - 351.03 0.43% - - Ashwin Shavji Salary - - - - 6 0.01% Patel (iv) Patel R Choice Purchases 16.73 0.02% 19.34 0.02% - - (Prop Ashwin Patel) Sales - - - - 113.1 0.11% Mahesh (v) Salary 30 0.04% 30 0.04% 24 0.02% Haribhai Patel Salary 45 0.05% 45 0.06% 36 0.04% Bharat (vi) Haribhai Patel Reimbursement of 7.02 0.01% 5.15 0.01% 4.05 Negligible Expenses Rahul Dhanji (vii) Salary 30 0.04% 30 0.04% 24 0.02% Patel Shavji Jesha (viii) Salary - - - - 2 Negligible Patel PRPL (ix) Garments Purchase - - 1.72 Negligible 37.44 0.04% Private Ltd Ananthibhain (x) Salary - - - - 3.6 Negligible S Patel Manish (xi) Rambabu Salary* 30 0.04% 14.03 0.02% - - Agarwal M/s. KBP Corporation (Partnership (xii) Rent 20.8 0.03% 20.4 0.03% 20.4 0.02% Firm of Komal Rahul Waghela) Deepesh (xiii) Salary** 0.91 Negligible 4.62 0.01% - - Sanjay Somani Patel Maritime (xiv) (India) Pvt. Sales 731.31 0.89% 181.01 0.22% - - Ltd. Prasad R. (xv) Salary 9.91 0.01% - - - - Khopkar * Manish Rambabu Agarwal was paid a remuneration of ₹11.17 Lakhs in the capacity of Director – Finance upto October 10, 2023 and a remuneration of ₹14.03 Lakhs in the capacity of Chief Financial Officer. ** Deepesh Sanjay Somani has tendered his resignation from his position as Company Secretary effective from May 06, 2024 b) Balances at end of the period/year with related parties: (₹ in Lakhs) Sr. Nature of Transactions Fiscal Fiscal Fiscal Related parties No. during the year 2025 2024 2023 Loan Payable (Including 907.62 1,259.34 1,735.52 (i) Dhanji Raghavji Patel Interest Payable) Salary Payables - 4.35 3.83 Loan Payable (Including 544.54 544.54 544.54 (ii) Bechar Raghavji Patel Interest Payable) Salary Payables - 3.20 0.90 Loan Payable (Including - - 300.00 (iii) Hiren Bechar Patel Interest Payable) Salary Payables - - 0.90 34Sr. Nature of Transactions Fiscal Fiscal Fiscal Related parties No. during the year 2025 2024 2023 Sitting Fees Payable - 0.38 - (iv) Rahul Dhanji Patel Salary Payable - 2.02 1.64 (v) Mahesh Haribhai Patel Salary Payable - 2.02 1.64 Salary Payable - 2.88 2.20 (vi) Bharat Haribhai Patel Reimbursement of 0.60 - - Expenses Ashwin Shavji Patel Salary Payable - - - Patel R Choice (Prop Ashwin Payables (Purchases) 1.71 - - (vii) Shavji Patel) Patel R Choice (Prop Ashwin Receivables (Sales) 77.35 77.85 88.95 Shavji Patel) (viii) Shavji Jesha Patel Salary Payable - - - (ix) Ananthibhain S Patel Salary Payable - - 0.30 (x) PRPL Garments Pvt Ltd Payables (Purchases) - - 37.20 Rent Payable 1.74 1.55 1.55 M/s.KBP Corporation (xi) (Partnership Firm of Komal R. Deposit Receivable - - 10.00 Waghela) (xii) Deepesh Sanjay Somani* Salary Payable - 0.66 - (xiii) Patel Maritime (India) Pvt. Ltd Receivables (Sales) (41.55) 140.09 - (xiv) Manish Rambabu Agrawal Salary Payable 2.10 1.90 - (xv) Prasad R. Khopkar Salary Payable 1.26 - - * Deepesh Sanjay Somani has tendered his resignation from his position as Company Secretary effective from May 06, 2024 Financing Arrangements There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our directors and their relatives have financed the purchase of securities of our Company (other than in the normal course of the business of the relevant financing entity) by any other person during a period of six (6) months immediately preceding the date of this Prospectus. Details of Pre-IPO Placement A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. Details of price at which the Equity Shares were acquired in the last three (3) years preceding the date of this Prospectus Except as disclosed below, our Promoters (including our Promoter Selling Shareholders), and members of the Promoter Group have not acquired any Equity Shares in the last three (3) years preceding the date of this Prospectus: 35Name of the Nature of Face Date of Number of Acquisition Shareholders Transaction value acquisition of Equity price per (in ₹) Equity Shares Equity Share Shares acquired (₹) Promoters Dhanji Raghavji Patel Transfer of Equity 10 July 31, 2023 (100,000) Nil (Promoter Selling Shares by way of Shareholder) gift to Rahul Dhanji Patel Bonus Issue** 10 December 30, 1,37,41,758 Nil 2023 Bechar Raghavji Patel Bonus Issue** 10 December 30, 39,42,000 Nil (Promoter Selling 2023 Shareholder) Rahul Dhanji Patel Transfer of Equity 10 July 31, 2023 1,00,000 Nil Shares by way of gift from Dhanji Raghavji Patel Bonus Issue** 10 December 30, 5,40,000 Nil 2023 Hiren Bechar Patel Bonus Issue** 10 December 30, 5,40,000 Nil 2023 Promoter Group Bharat Haribhai Patel Transfer of Equity 10 May 30, 2023 10,000 Nil Shares by way of gift from Shavji Jesha Patel Transfer of Equity 10 May 30, 2023 20,000 Nil Shares by way of gift from Jaishri Bharatbai Patel Transfer of Equity 10 June 19, 2023 1,45,000 Nil Shares by way of gift from Punji Beacher Patel Bonus Issue** 10 December 30, 10,53,000 Nil 2023 Ankit Beacher Patel Bonus Issue** 10 December 30, 2,70,000 Nil 2023 Vaishali Panvelkar Bonus Issue** 10 December 30, 54,000 Nil 2023 Preeti Pankaj Patel Transfer of Equity 10 May 30, 2023 10,000 Nil Shares by way of gift from Komal Rahul Waghela Bonus Issue** 10 December 30, 54,000 Nil 2023 Mahesh Haribhai Transfer of Equity 10 May 30, 2023 10,000 Nil Patel Shares by way of gift from Geeta Mahesh Patel Transfer of Equity 10 June 19, 2023 30,000 Nil Shares by way of gift From Ananthibhain S Patel Bonus Issue** 10 December 30, 270,000 Nil 2023 36Name of the Nature of Face Date of Number of Acquisition Shareholders Transaction value acquisition of Equity price per (in ₹) Equity Shares Equity Share Shares acquired (₹) Komal Rahul Transfer of Equity 10 May 30, 2023 (10,000) Nil Waghela Shares by way of gift to Preeti Pankaj Patel Transfer of Equity 10 June 19, 2023 (20,000) Nil Shares by way of gift to Punji Beacher Patel Bonus Issue** 10 December 30, 54,000 Nil 2023 Asmita Dhanji Patel Transfer of Equity 10 May 30, 2023 10,000 Nil Shares by way of gift from Smita Dhanji Patel Bonus Issue** 10 December 30, 54,000 Nil 2023 Notes: *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025; **There is no acquisition price per Equity Share for these transactions, as these Equity Shares were acquired pursuant to bonus issue. For further details, please see “Capital Structure” on page 128. Weighted average price at which Equity Shares were acquired by our Promoter Selling Shareholders in the one (1) year, eighteen months (18) and three (3) years preceding the date of this Prospectus The weighted average price at which Equity Shares were acquired by our Promoters (including Promoter Selling Shareholders) in the one (1) year preceding the date of this Prospectus is as follows: Name of Shareholder Number of Equity Shares Weighted average price of having face value of ₹10 each Equity Shares acquired in the acquired in the last one (1) year last one (1) year* Dhanji Raghavji Patel (Promoter Nil Nil Selling Shareholder) Bechar Raghavji Patel (Promoter Nil Nil Selling Shareholder) Hiren Bechar Patel Nil Nil Rahul Dhanji Patel Nil Nil Notes: *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025; The weighted average price at which Equity Shares were acquired by our Promoters (including Promoter Selling Shareholders) in the eighteen (18) months preceding the date of this Prospectus is as follows: Name of Shareholder Number of Equity Shares Weighted average price of having face value of ₹10 each Equity Shares acquired in the acquired in the last eighteen (18) last eighteen (18) months* months Dhanji Raghavji Patel (Promoter Nil Nil Selling Shareholder) Bechar Raghavji Patel (Promoter Nil Nil Selling Shareholder) Hiren Bechar Patel Nil Nil Rahul Dhanji Patel Nil Nil Notes: *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. The weighted average price at which Equity Shares were acquired by our Promoters (including Promoter Selling 37Shareholders) in the three (3) years preceding the date of this Prospectus is as follows: Name of Shareholder Number of Equity Shares Weighted average price of having face value of ₹10 each Equity Shares acquired in the acquired in the last three (3) last three (3) year*** year Dhanji Raghavji Patel (Promoter 1,37,41,758 Nil* Selling Shareholder) Bechar Raghavji Patel (Promoter 39,42,000 Nil* Selling Shareholder) Hiren Bechar Patel 5,40,000 Nil* Rahul Dhanji Patel 6,40,000 Nil** Notes: *Shares issued on account of bonus issue. **1,00,000 Equity Shares received by way of gift and 5,40,000 Equity Shares received on account of Bonus issue. *** As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. Weighted average cost of acquisition of all shares transacted in the last three (3) years, eighteen (18) months and one (1) year The weighted average cost of acquisition of all shares transacted (i) in the preceding three (3) years; (ii) in the preceding one (1) year; and (iii) in the preceding eighteen (18) months from the date of this Prospectus is as under: Period Weighted average cost Upper end of the price Range of acquisition of acquisition** band (₹ 255) is ‘X’ times price: Lowest price – the weighted average Highest price (in ₹) * cost of acquisition* Last one (1) year 300 0.85 Nil-300@ Last three (3) years 300 0.85 Nil -300@ Last eighteen (18) 300 0.85 Nil -300@ months Notes: *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. **Excluding Equity Shares issued on account of bonus issue and Equity Shares transferred without consideration. @Consideration of ₹300.00 per equity share is pursuant to the Pre-IPO Placement dated November 27,2024. Average cost of acquisition for our Promoters (including Promoter Selling Shareholders) The average cost of acquisition per Equity Share by our Promoters (including Promoter Selling Shareholders), as at the date of this Prospectus is: Name of Shareholder Number of Equity Shares Weighted average price of having face value of ₹10 each Equity Shares acquired since acquired since inception inception# Dhanji Raghavji Patel (Promoter 1,62,86,528 7.57 Selling Shareholder) Bechar Raghavji Patel (Promoter 46,72,000 1.56 Selling Shareholder) Hiren Bechar Patel 6,40,000 1.56 Rahul Dhanji Patel 6,40,000 Nil* Notes: # As certified by our Statutory Auditors- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. *1,00,000 Equity Shares received by way of gift and 5,40,000 Equity Shares received on account of Bonus issue. Issuances of Equity Shares for consideration other than cash in the last one year (excluding bonus issuances) Our Company has not issued any Equity Shares for consideration other than cash in the one (1) year preceding 38the date of this Prospectus. For details, see please “Capital Structure” on page 128. Split / Consolidation of Equity Shares in the last one year Our Company has not undertaken split or consolidation of the Equity Shares in the last one (1) year preceding the date of this Prospectus. Exemption from complying with any provisions of securities laws, if any, granted by SEBI As on the date of this Prospectus, our Company has not made any application under Regulation 300(2) of the SEBI ICDR Regulations for seeking exemption from strict compliance with any provisions of securities laws for the purpose of disclosure in this Prospectus. 39SECTION II - RISK FACTORS An investment in Equity Shares involves a high degree of risk. Potential investors should carefully consider all the information in this Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity Shares, the industry and segments in which we currently operate or propose to operate. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may also impair our business, results of operations, financial condition and cash flows. If any or a combination of the following risks, or other risks that are not currently known or are currently deemed immaterial, actually occur, our business, results of operations, financial condition and cash flows could suffer, the trading price of our Equity Shares could decline and investors may lose all or part of their investment. To obtain a complete understanding of our Company, prospective investors should read this section in conjunction with “Industry Overview”, “Our Business”, “Restated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 196, 293, 450, and 487, respectively, as well as the financial, statistical and other information contained in this Prospectus. In making an investment decision, prospective investors must rely on their own examination of us and the terms of the Offer including the merits and risks involved. Prospective investors should consult their tax, financial and legal advisers about the consequences of an investment in our Equity Shares. Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment, which may differ in certain respects from that of other countries. This Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward- looking statements as a result of certain factors, including the considerations described below and elsewhere in this Prospectus. For details, please see “Forward-Looking Statements” on page 25. Unless otherwise indicated, the industry-related information contained in this Prospectus is derived from the report titled “Industry Report on Food & Grocery Retailing and Food Processing Report” (“D&B Report”) updated on August 07, 2025, prepared and issued by Dun & Bradstreet Information Services Private Limited (“D&B”), which has been exclusively commissioned and paid for by our Company for an agreed fee for the purposes of confirming our understanding of the industry, exclusively in connection with the Offer. A copy of the D&B Report shall be available on the website of our Company at https://patelrpl.in in compliance with applicable laws. We engaged D&B, in connection with the preparation of the D&B Report on February 12, 2024. For further details and risks in relation to the D&B Report, please see “Certain Conventions, Currency of Presentation, Use of Financial Information and Market Data” on page 21 and “Risk Factor- Internal Risk Factor- Industry information included in this Prospectus has been derived from an industry report prepared by Dun & Bradstreet, exclusively commissioned and paid for by us for such purpose” on page 98. There are no parts, data or information (which may be relevant for the proposed Offer), that has been left out or changed in any manner. Unless otherwise stated, or the context otherwise requires, the financial information as of and for the FYs 2025, 2024 and 2023 used in this section is derived from our Restated Financial Statement. In addition, certain non- GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this section and elsewhere in this Prospectus. Such non-GAAP financial measures should be read together with the nearest GAAP measure. Please see “Certain Conventions, Currency of Presentation, Use of Financial Information and Market Data—Non-GAAP measures” on page 21. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks described in this section. 40Internal Risk Factors 1. All our retail stores are concentrated in the state of Maharashtra, more particularly within the Thane and Raigad district. In the Financial Years 2024-25, 2023-24 and 2022-23, our revenue from Retail sales accounted for ₹ 36,886.98 Lakhs, ₹ 28,972.19 Lakhs and ₹ 26,655.66 Lakhs, representing 44.95%, 35.58% and 26.17% of our revenue from operations, respectively. Any adverse developments affecting our operations in such region, could have an adverse impact on our retail business, financial condition, results of operations and cash flows. As on May 31, 2025, we have forty-three (43) retail stores in the state of Maharashtra. We have established our stores in the central suburban area of the MMR i.e., in Thane district and Raigad district of Maharashtra, thus focusing on the growing tier-III cities and the suburban areas. Our stores are primarily located using a cluster approach on the basis of adjacencies, with focus on efficient supply chain, targeting densely- populated residential areas with a majority of lower-middle class, middle class and aspiring upper-middle class customers. The table below sets forth our revenue from our retail stores: [Remainder of the page has been intentionally left blank.] 41Location Fiscal 2025 Fiscal 2024 Fiscal 2023 % of total % of total % of total No. of Revenue No. of Revenue No. of Revenue Revenue of Revenue of Revenue of stores (₹ in Lakhs) stores (₹ in Lakhs) stores (₹ in Lakhs) operations operations operations Ambernath 6 5,946.19 7.25% 6 5,461.66 6.71% 6 5,311.45 5.21% Ambernath - - - - - - -* 214.18 0.21% (R Choice) Badlapur 6 5,564.26 6.78% 6 5,218.53 6.41% 5 4,790.70 4.70% Bhiwandi 4 2,093.13 2.55% 2 176.18 0.22% - - - Diva 1 404.17 0.49% - - - - - - Dombivli 7 4,111.61 5.01% 7 3,793.24 4.66% 7 3,103.34 3.05% Kalyan 7 5,868.68 7.15% 5 4,667.42 5.73% 5 4,488.47 4.41% Khopoli 1 921.00 1.12% 1 825.32 1.01% 1 185.18 0.18% Murbad 1 1,211.23 1.48% 1 985.52 1.21% 1 848.27 0.83% Neral 1 436.62 0.53% - - - - - - Padgha 1 296.61 0.36% - - - - - Shahapur 1 2,007.87 2.45% 1 1,825.64 2.24% 1 1,687.67 1.66% Shahad 1 820.19 1.00% 1 758.47 0.93% 1 783.31 0.77% Titwala 1 3,221.75 3.93% 1 2,986.89 3.67% 1 2,854.30 2.80% Ulhasnagar 2 2,523.23 3.07% 2 2,273.32 2.79% 2 2,388.78 2.35% Vasind 1 1,199.21 1.46% - - - - - - Vangani 1 261.24 0.32% - - - - - - Total Revenue 42 36,886.98 44.95% 33 28,972.19 35.58% 30 26,655.66 26.17% from Retail Business Revenue from Non- - 44,434.95 54.14% - 51,372.51 63.10% - 74,163.14 72.81% Retail Business *The Company transferred the 2 stores, being our exclusive garment outlets and thus terminating the lease for the 2 stores. Till such termination the Company has accounted a revenue of ₹214.18 Lakhs during the Fiscal 2023. 42We aim to open more stores in the state of Maharashtra. Our total store count grew from thirty (30) stores as on March 31, 2023 to forty-three (43) stores as on May 31, 2025, while our retail business area grew from 122,489 sq. ft. to 1,78,946 sq. ft. over this period. Additionally, while opening new stores, we consciously follow a cluster-based approach. More than one store located close to each other in a cluster may lead to each such store eating into the sales of the other stores in the cluster leading to falling sales in each of such stores. For instance, our closest stores are situated within a distance of 2 kms from each other. Our past store sales may not be comparable to or indicative of future sales. If our cluster-based approach fails or leads to reduction of individual store sales due to over-crowding in a small area, it may lead to lower revenues which could have a material adverse effect on our business, financial condition and results of operations. The concentration of our stores in the central suburban area of the MMR, increases our vulnerability to localized adverse events, such as changes in state policies, regulatory actions, economic slowdowns, natural disasters, or other unforeseen disruptions specific to this region. Additionally, existing and potential competitors may intensify their focus on this market, including through aggressive promotional campaigns to capture a larger market share, which could further reduce our competitive position. Such concentration risks could materially and adversely impact our sales, market position, and overall financial performance, thereby affecting our business, financial condition, and results of operations. 2. As on May 31, 2025, we operate 43 stores of which 8 stores are in existence for more than 5 years and 15 stores are in existence for more than 10 years. As the stores mature in operational tenure, we may witness saturation in revenue or reduction in sale from such stores. For instance, our average store sales reduced from ₹ 881.38 lakhs in Fiscal 2023 to ₹ 878.26 lakhs in Fiscal 2025. A continued decline in same-store sales could adversely impact our business and results of operations. We generate a significant portion of our revenue from Retail sales representing ₹ 36,886.98 lakhs, ₹ 28,972.19 lakhs and ₹ 26,655.66 lakhs constituting 44.95%, 35.58% and 26.17% of our revenue from operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our revenue from Retail Sales is directly linked to the number of stores under operation during the respective fiscal. Our store locations follow a cluster-based approach based on of adjacency, with a focus on efficient supply chain, targeting densely-populated residential areas with a majority of lower-middle class, middle class and aspiring upper middle-class customers. A significant concentration of our stores is within the district of Thane. With the developments of the areas near our store locations, we would witness an increase in competition from both organized retail chains and local kirana stores, as well as over concentration of our stores within the same locality. Details of our peak sales per store, drop in revenue from our stores more than 10 years old and total sales from stores more than 10 years old are provided herein below. Decline in sales in four Sales from our Retail Peak sales from a single of our Retail stores of stores of more than 10 Retail store more than 10 (ten) years years old Particular % (₹ in lakhs) CAGR (%) (₹ in lakhs) % decline (₹ in lakhs) increase Fiscal 2025 3,221.75 4,271.05 12,929.91 6.24% 6.50% 2.86% Fiscal 2023 2,854.30 4,568.17 12,570.52 As we expand our store network, our average sales from new stores may increase, but due to cannibalization of our store network of less than 12 months of operations, we would witness a decline in our average store sales. For instance, our average store sales reduced from ₹ 881.38 lakhs in Fiscal 2023 to ₹ 878.26 lakhs in Fiscal 2025. However, our sales from the 4 stores opened during Fiscal 2023 increased at CAGR of 65.32% from ₹ 990.29 lakhs in Fiscal 2023 to ₹ 2706.65 lakhs in Fiscal 2025 and similarly our sales from the 3 stores opened during Fiscal 2024 increased by 221.99% from ₹ 647.10 lakhs in Fiscal 2024 to ₹ 2083.57 lakhs in Fiscal 2025, thus partially off-setting the impact of lower sales from our old stores. The maturity in the age of our stores and the concentration of our operations within the central suburban area of the MMR, increases our vulnerability to localized adverse events, such as changes in economic slowdowns, existing and potential competitors intensifying their focus on this market and aggressive 43promotional campaigns to capture a larger market share, further impacting our competitive position. Any sustained decline in sales from our older stores would necessitate further expansion by setting-up new stores. Accordingly, a continuous slowdown in sales from our old and mature stores could materially and adversely impact our revenue from operations, market position, and overall financial performance, thereby affecting our business, financial condition, and results of operations. 3. We have witnessed a reduction in our revenue from operations in the past, from ₹ 101,854.78 lakhs in Fiscal 2023 to ₹ 82,069.29 lakhs in Fiscal 2025. There can be no assurance that we will not witness reduction in our revenue from operations in future. Our Company is engaged in diverse business vertical broadly retail, manufacturing and trading, including bulk trading of agricultural produce such as sugar. While our revenue from Retail sales increased from ₹ 26,655.66 lakhs in Fiscal 2023 to ₹ 36,886.98 lakhs in Fiscal 2025, we witnessed a significant reduction in our revenue from Non-Retail Business from ₹ 74,163.13 lakhs in Fiscal 2023 to ₹ 44,434.95 lakhs in Fiscal 2025. The reduction in revenue from Non-Retail Business is primarily attributable to reduction in our export sales under our Trading vertical. For instance, our export revenue (gross) reduced from ₹ 66,962.58 lakhs in Fiscal 2023 to ₹ 27,350.98 lakhs in Fiscal 2025 primarily on account reduction in revenue from bulk export trading of sugar due to restriction on export of sugar by the Government of India. For instance, our revenue from export of sugar decreased from ₹ 30,881.27 Lakhs in Fiscal 2023 to Nil in Fiscal 2025. These reductions in revenue from our Non-Retail Business underscore the inherent risks in our diverse business verticals, which are subject to external factors such as global market conditions, supply chain disruptions, and regulatory changes. Any inability to mitigate these factors effectively could adversely affect our business operations, financial performance, and growth prospects. While we continue to take measures to address these challenges, such as optimizing supply chains and diversifying revenue streams, there can be no assurance that these efforts will fully offset the adverse effects of these external factors. As a result, any further decline in revenue from either our Retail Business or Non-Retail Business may materially and adversely impact our overall revenue and profitability in future periods. 4. Our business is operating under various laws which require us to obtain approvals from the concerned statutory/ regulatory authorities in the ordinary course of business. Some of our approvals are required to be transferred in the name of Patel Retail Limited from Patel Retail Private Limited, pursuant to change of name of our Company. Our inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business operations in a timely manner could materially and adversely affect our business, prospects, results of operations and financial condition. We are required to obtain and maintain a number of statutory and regulatory licenses, permits and approvals under the central, state and local government laws of India, in the ordinary course of business. Such licenses, permits and approvals may contain conditions, some of which could be onerous. There can be no assurance that the relevant authorities will issue these approvals or licenses in a timely manner, or at all. In the event of any unanticipated delay in receipt of such approvals, it may have an adverse impact on our business operations. Also, our Company was converted from a private limited company (Patel Retail Private Limited) to a public limited company (Patel Retail Limited). For instance, as on the date of this Prospectus, we do not possess - contract labour licenses for our Facility 2 and Facility 3 situated in Kutch, Gujarat (“Kutch Facilities”) and licenses to sell, stock or exhibit for sale or distribution of insecticides issued by the Licensing Authority (Agriculture Officer), Government of Maharashtra under the Insecticides Act, 1968 in respect of two stores situated in the state of Maharashtra. While our Company is in the process of making necessary application for seeking these licenses / approvals, there is no assurance that the relevant authorities will allot these licenses or we will not be subject to penalties or interruptions in our operations. Further, we have relied upon an expert opinion by B. J. Chauhan & Associates, certifying that our Company is not obligated to obtain a no objection certificate for fire safety for Facility 2 and Agri-cluster in terms of the applicable law. 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 operations. We cannot assure that the approvals, licenses, registrations and permits issued to us would not be suspended 44or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to renew the approvals that have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to us, may impede our operations. Further, some of our registration certificates are in the erstwhile name i.e., Patel Retail Private Limited and we are in the process of effecting the name change from Patel Retail Private Limited (erstwhile name) to Patel Retail Limited. For instance, our Company has taken steps to update the License of Direct Marketing for agricultural produce (condiments and spices, cereals) issued by the Director of Agricultural Marketing, Maharashtra in the name of Patel Retail Private Limited and also with concerned authorities in other certain cases. Currently, our Company engages contract labour through two contractors. Accordingly, the maximum number of contracts labour that our Company can employ on any given day is 400 i.e., 200 each through these two contractors. Our Company is in violation of the said maximum permissible limit of contract labour and thus might be subject to penalties. However, our Company is in the process making an application to increase the number of contractors and consequently, the maximum number of contracts labour. For further details, please see “Government and Other Statutory Approvals” on page 531. In the event that we are unable to obtain such approvals in a timely manner or at all, our business operations may be adversely affected on our business, results of operations, financial position and cash flows. 5. We have a high debt equity ratio and may face certain funding risks. Our debt-to-equity ratio for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 1.34, 1.97 and 2.54, respectively. Any further increase in borrowings may have a material adverse effect on our business, financial condition and results of operations. Further, if we do not generate sufficient amount of cash flow from operations, our liquidity and ability to service our indebtedness could be adversely affected. Our Company has raised funds from a combination of borrowings such as working capital limits and term loans from banks and through unsecured borrowing from our Promoters. Such financing has caused an increase to our debt-to-equity ratio. Our debt-to-equity ratio has been 1.34, 1.97 and 2.54, for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. If we are unable to borrow at favourable market conditions, it could have a material impact on our operations. Our ability to borrow from banks or financial institutions to meet our future financial requirements and fund our working capital is dependent, inter alia, on favourable market conditions and may be affected by our rating. In the absence of favourable market conditions, to meet our financial needs we will rely on available free cash flow. Our cash flows from net operating activities for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, were ₹ 2,772.27 Lakhs, ₹ 2,481.66 Lakhs and ₹ (556.18) Lakhs, respectively. Our debt-to-equity ratio for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 1.34, 1.97 and 2.54, respectively. If sufficient sources of debt financing are not available in the future for these or other reasons, we may be unable to meet our financing/refinancing requirements, which could materially and adversely affect our operations, results of operations and financial condition and impact on our ability to fund our working capital and to refinance existing indebtedness at maturity. Our approach toward funding risk is aimed at securing competitive financing and ensuring a balance between average maturity of funding, flexibility and diversification of sources, however, these measures may not be sufficient to fully protect us from such risk. In addition, we may be subject to the restrictive covenants and interest rate risk arising on our existing and future financial indebtedness, which may vary depending on whether such indebtedness is secured or unsecured or at a fixed or at a floating rate. Our capacity to service these debts depends on our continued profitability and availability of liquidity. In case, we are unable to achieve the desired growth, due to internal constraints or external factors like adverse developments in the industry, we may find it difficult to service the debt and this may affect our credit rating, profitability and growth adversely. For further details regarding the working capital facilities currently availed by us, please see “Financial Indebtedness” on page 516 and for the details of working capital requirements, please see “Objects of the Offer” on page 150. 6. Our operations are dependent on the supply of large amounts of raw material such as wheat, spices and peanuts. We do not have long term agreements with suppliers for our raw materials and any increase in the cost of, or a shortfall in the availability of, such raw materials could have an adverse effect on our business and results of operations, and seasonable variations could also result in fluctuations in our results of operations. 45We source raw materials such as whole spices (chilies, coriander seeds, cumin seeds, fennel seeds, fenugreek seeds, carom seeds, mustard seeds and turmeric), wheat, peanuts, and mangoes from multiple suppliers, including sourcing agents in the Agricultural Produce Market Committees (“APMC”) across Gujarat. While, we have long-standing relationships with most of our suppliers, we do not have long term agreements in place, and we typically procure materials on a purchase order basis. This exposes us to the risk of price volatility, availability, fluctuations and there is a possibility that a supplier may discontinue their supply. The absence of long-term contracts with fixed prices also makes us vulnerable to increases in the cost of raw materials, and we may be unable to pass these costs onto our customers. The loss of any of our suppliers or any delay in procuring raw materials from alternate sources on commercially acceptable terms could disrupt production schedules and adversely affect our business, results of operations, and financial condition. Additionally, the price and availability of these raw materials are influenced by several external factors, including overall economic conditions, production levels, market demand, competition for materials, transportation costs, taxes, and trade restrictions. Adverse weather conditions, such as droughts, floods, or other natural disasters, can impact the availability of raw materials like wheat, paddy, and oilseeds. Weather patterns, including those caused by phenomena such as El Nino, could aggravate the unpredictability of raw material availability, driving up prices and further straining our operations. These conditions may also result in reduced water availability, which could impact our manufacturing operations. Our raw material procurement is also subject to seasonal fluctuations, as the availability of raw materials often depends on the harvesting season of various crops. In addition to seasonal storage, we typically purchase raw materials as demand arises, which can lead to fluctuations in our operations by fiscal quarter. Consequently, the sales and results of operations of any given fiscal quarter may not serve as reliable indicators of future performance. Such seasonal fluctuations, along with the growing concern about climate change and the impact of greenhouse gases on weather patterns, may lead to shortages or increases in the cost of raw materials, which could adversely affect our business. Moreover, our procurement network is concentrated, with a significant portion of our purchase coming from a limited number of suppliers. For instance, our top 10 suppliers contributed ₹ 12,619.56 Lakhs, ₹ 16,479.99 lakhs and ₹ 24,948.97 Lakhs, representing 15.38% 20.24% and 24.49% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, of our revenue from operations. The concentration of suppliers creates a risk that any disruption, such as loss of supply or change in pricing, could have an impact on our business operations. The vertical-wise concentration of raw material procurement from our top 10 suppliers is as follows: Segment / Vertical Top 10 Suppliers Value (₹ in Lakhs) As a % of purchase Fiscal 2025 Retail 8,493.00 15.32%* Processing 7,415.29 22.62%** Trading 24,118.65 43.49%* Fiscal 2024 Retail 8,140.77 26.76%* Processing 11,589.14 28.61%** Trading 7,475.04 24.57%* Fiscal 2023 Retail 9,620.36 29.20%* Processing 7,156.94 20.53%** Trading 2,099.47 6.37%* *As a percentage of purchase of stock in trade ** As percentage of purchase of raw materials As certified by our Statutory Auditor - Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 07, 2025 Note: References to ‘Suppliers’ are to suppliers in a particular Fiscal and does not refer to the same suppliers across all Fiscals. In addition to raw materials sourced from APMC markets and other suppliers, we also depend on third party manufacturers for products under our brands, including Patel Essentials, Patel Fresh, Indian Chaska, 46and Blue Nation. We do not have long-term supply agreements for these third-party products either, which exposes us to risks associated with supplier capacity, cost increases, or disruptions in the supply chain. We are also vulnerable to external risks, such as supply shortages, long lead times, cost increases, and quality control issues. Events like natural disasters, changes in trade regulations, or force majeure occurrences could adversely impact the availability and pricing of raw materials, potentially affecting our ability to meet client commitments and resulting in negative effects on our profitability and financial performance. This may affect our ability to meet client commitments and, may consequently, affect our sales and profitability. 7. We operate in a competitive market and any increase in competition from organized and unorganized players may adversely affect our business and financial condition. We face competition across our business activities from varied peers. As regards our Retail Business, our key direct competitors in the region where we presently operate include other organised B&M retailers such as D-Mart, Big Bazaar, Reliance Retail and unorganised retailers such as local departmental stores, kirana shops. There are no listed companies in India that is in diversified business verticals which is similar to that of our Company. Hence, basis factors such as the scale of the business, exposure to the retail sector (as retail contributes significant revenue from operations for our Company), processing of spices, peanuts and wheat flour (as our Company is in processing of whole and ground spices, peanuts and wheat flour and refined wheat flour), a proxy set of listed peers includes, Avenue Supermarts Limited, Vishal Mega Mart Limited, Spencers Retail Limited, Osia Hyper Retail Limited, Aditya Consumer Marketing Limited, Sheetal Universal Limited, KN Agri Resources Limited, Kovilpatti Lakshmi Roller Flour Mills Limited and Madhusudhan Masala Limited, have been identified for our Company. As regards the masala and grocery products business, our major competitors include Gandhi Spices Private Limited (Hathi Masala), Adani Food Products Private Limited, Ramdev Food Private Limited, MDH Masala Private Limited, Baadshah Masala Private Limited, Everest Masala Private Limited in the unlisted space and NHC Food Limited, Sheetal Universal Limited in the listed space. For further details, please see “Our Business- Competition” on page 359. We face intense competition from other retailers that market products similar to ours. We compete in various aspects, including brand recognition, value for money, product quality and pricing, supply chain management etc. Intensified competition may result in pricing pressures and reduced profitability and may impede our ability to achieve sustainable growth in our revenues or cause us to lose market share. Our competitors may also engage in aggressive and negative marketing or public relations strategies which may harm our reputation and increase our marketing expenses. Any of these events could substantially harm our results of operations. Some of our existing and potential competitors enjoy substantial competitive advantages including longer operating history, relationships with large number of suppliers, capability to leverage their sales efforts and marketing expenditures across a broader portfolio of products, access to a broad customer base, brand recognition, greater financial, marketing, distribution and other resources, experienced management team. Competitors may, whether through consolidation or growth, present more credible integrated or lower cost solutions. We cannot assure you that we can continue to compete effectively with our competitors. Our failure to compete effectively, including any delay in responding to changes in the industry and market, together with increased spending on advertising, may affect the competitiveness of our products, which may result in a decline in our revenues and profitability. 8. Our Company has reported negative cash flows from its operating activity, investing activity and financing activity. Sustained negative cash flow could impact our growth and business. Our Company had reported certain negative cash flows in previous years as per the Restated Financial Statement, as stated below: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Cash flow from / (used in) Operating Activities 2,772.27 2,481.66 (556.18) Cash flow from / (used in) Investing Activities (1,056.34) (1,166.57) (488.46) Cash flow from / (used in) Financing Activities (839.85) (1,283.24) (3.98) 47The reason for fluctuating cash flows from operations is summarized in the table herein below: Fiscal Year Reason for fluctuation in Cash flow from Operating Activities a) Increase in inventory – Increase in inventory by ₹ 2,220.02 lakhs is in line with the increase in revenue from operations. Our revenue from operations in Fiscal 2023 increased by ₹ 25,238.87 lakhs. The inventory days in Fiscal 2023 and Fiscal 2022 has been in line at 27 days and 26 days respectively b) Increase in trade receivables - Increase in trade receivables by ₹ 1,908.07 lakhs is in line with the increase in revenue from operations. Our revenue Fiscal 2022 – Fiscal from operations in Fiscal 2023 increased by ₹ 25,238.87 lakhs. 2023 c) Decrease in other current assets – Other current assets reduced by ₹ 427.69 lakhs primarily on account of adjustment of advance paid to suppliers. d) Decrease in other current liabilities – Other current liabilities reduced by ₹ 1,238.15 lakhs primarily on account of adjustment of advance received from customer a) Increase in inventory – Increase in inventory by ₹ 5,032.52 lakhs primarily on account of increase in sale of processed products. In Fiscal 2024, our revenue from processing sale increased by ₹ 6,214.18 lakhs. With increase in processing sales our inventory days increased to 57 days in Fiscal 2024 as majority of our raw materials are agricultural produce and seasonal in nature. b) Decrease in trade receivables - Decrease in trade receivables by ₹791.48 Fiscal 2023 – Fiscal lakhs is in line with the decrease in revenue from operations. Our revenue 2024 from operations in Fiscal 2024 decreased by ₹ 20,435.95 lakhs. c) Decrease in other current assets – Other current assets reduced by ₹ 2,025.72 lakhs primarily on account of adjustment of advance paid to suppliers. d) Decrease in other current liabilities – Other current liabilities reduced by ₹ 155.89 lakhs primarily on account of adjustment of advance received from customer. a) Increase in inventory – Increase in inventory by ₹ 1,671.81 lakhs primarily on account of increase in number of retail stores. In Fiscal 2025, our revenue from Retail sale increased by ₹ 7,914.79 lakhs. b) Increase in trade receivables - Increase in trade receivables by ₹ 2,597.99 lakhs is mainly on account of development of domestic distribution channel. Fiscal 2024 – Fiscal 2025 c) Increase in other current assets – Other current assets increased by ₹ 18.25 lakhs primarily on account of adjustment of advance paid to suppliers. d) Increase in other current liabilities – Other current liabilities increased by ₹ 35.79 lakhs primarily on account of adjustment of advance received from customer Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. Since our Company is in a growth phase, our working capital requirement has increased in tandem and this has resulted in negative cash flow from operations in the Fiscal 2023. We may continue to have negative operating cash flows in future. If our Company is not able to generate sufficient operating cash flows, it may adversely affect our business and financial operations. For further details, please see “Restated Financial Statements- Restated Cash Flow Statement” beginning on page 450. 489. Our inability to identify, obtain and retain certain intellectual property rights or to protect or use them, could harm our business. Further, we may infringe upon the intellectual property rights of others, any misappropriation of which could adversely affect our business and reputation. We rely on our branding and intellectual property rights for the success of our business. Our name and trademarks are significant to our business and operations. Accordingly, it is important that we identify, obtain and retain intellectual property rights. As on the date of this Prospectus, we have applied for the following trademarks, status of which is as under: Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class 1. Mumbai Opposed Alka Foods Private i) The Opponent The Registrar of Chaska Limited (Opponent) is the true and Trademarks may, (Device) lawful upon adjudication, under class proprietor of the either sustain the 32 following opposition and trademarks: refuse the Registration “Aam Chaska”, trademark No. 4116707 “Anar Chaska”, application or “Chaska”, and dismiss the “Chaska Bite”. opposition and grant registration (ii) The of the trademark. trademarks During the “Aam Chaska” pendency of the and “Chaska” opposition, our were in Company may commercial use continue using the since December trademark unless 1, 1995, whereas restricted by an the trademark injunction or legal “ANAR order. However, CHASKA” has the Company is been in voluntarily not commercial use using this since 2004. Trademark. (iii) The Opponent submitted that the trademark “Mumbai Chaska” (“Impugned Trademark”) was devoid of any distinctive character. Further, the said trademark was deceptively and/ or confusingly similar to its well-known and reputed trademarks i.e., Aam Chaska, Anar Chaska, 49Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class Chaska and Chaska Bite. The Impugned Trademark is likely to be considered by the public at large as an extension of trademarks of the Opponent. 2. Indian – Opposed Alka Foods Private i) The Opponent The Registrar of Chaska Limited (Opponent) is the true and Trademarks may, (Device) lawful upon adjudication, under class proprietor of the either sustain the 30 following opposition and trademarks: refuse the Registration “Aam Chaska”, trademark No.: “Anar Chaska”, application or 5292618 “Chaska”, and dismiss the “Chaska Bite”. opposition and grant registration ii) The of the trademark. trademarks During the “Aam Chaska” pendency of the and “Chaska” opposition, our were in Company may commercial use continue using the since December trademark unless 1, 1995, whereas restricted by an the trademark injunction or legal “ANAR order. However, CHASKA” has the Company is been in voluntarily not commercial use using this since 2004. Trademark. (iii) The Opponent submitted that the trademark “Mumbai Chaska” (“Impugned Trademark”) was devoid of any distinctive character. Further, the said trademark was deceptively and/ or confusingly similar to its well-known and reputed trademarks i.e., 50Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class Aam Chaska, Anar Chaska, Chaska and Chaska Bite. The Impugned Trademark is likely to be considered by the public at large as an extension of trademarks of the Opponent. 3. Blixo under Objected Registrar of The text of the The registration the category Trademarks, Mumbai objection raised process shall of Artistic is as under: remain in Work abeyance until “Copyright such objection is Registration certificate under duly addressed No.: 142654 Section 45(1) of and resolved. In an the Copyright event that the Act, 1957 cannot Registrar is not be issued. satisfied with as to However, if you the merits of the so desire, you application or the may file written applicant’s claim submission in to ownership, the this regard Registrar may within 2 months reject the from the date of application in its receipt of this entirety. objection letter. Please note that written submission received after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the 51Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class details thereof like application number, date of filing, Journal number and copy of representation should be given.” 4. Saniq under Objected Registrar of The text of the The registration the category Trademarks, Mumbai objection raised process shall of Artistic is as under: remain in Work abeyance until “Copyright such objection is certificate duly addressed under Section and resolved. In an 45(1) of the event that the Copyright Act, Registrar is not 1957 cannot be satisfied with as to issued. the merits of the However, if you application or the so desire, you applicant’s claim may file written to ownership, the submission in Registrar may this regard reject the within 2 months application in its from the date of entirety. receipt of this objection letter. Please note that written submission received after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of 52Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class filing, Journal number and copy of representation should be given.” 5. Tidyflush Objected Registrar of The text of the The registration under the Trademarks, Mumbai objection raised process shall category of is as under: remain in Artistic abeyance until Work “Copyright such objection is certificate under duly addressed Section 45(1) of and resolved. In an the Copyright event that the Act, 1957 cannot Registrar is not be issued. satisfied with as to However, if you the merits of the so desire, you application or the may file written applicant’s claim submission in to ownership, the this regard Registrar may within 2 months reject the from the date of application in its receipt of this entirety. objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of 53Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class representation should be given.” 6. Tidymax Objected Registrar of The text of the The registration under the Trademarks, Mumbai objection raised process shall category of is as under: remain in Artistic abeyance until Work “Copyright such objection is certificate duly addressed under Section and resolved. In an 45(1) of the event that the Copyright Act, Registrar is not 1957 cannot be satisfied with as to issued. the merits of the However, if you application or the so desire, you applicant’s claim may file written to ownership, the submission in Registrar may this regard reject the within 2 months application in its from the date of entirety. receipt of this objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and 54Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class copy of representation should be given.” 7. Washybar Objected Registrar of The text of the The registration under the Trademarks, Mumbai objection raised process shall category of is as under: remain in Artistic abeyance until Work “Copyright such objection is certificate duly addressed under Section and resolved. In an 45(1) of the event that the Copyright Act, Registrar is not 1957 cannot be satisfied with as to issued. the merits of the However, if you application or the so desire, you applicant’s claim may file written to ownership, the submission in Registrar may this regard reject the within 2 months application in its from the date of entirety. receipt of this objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and 55Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class copy of representation should be given.” 8. Blue Objected Registrar of The text of the The registration Commando Trademarks, Mumbai objection raised process shall under the is as under: remain in category of abeyance until Artistic “Copyright such objection is Work certificate duly addressed under Section and resolved. In an 45(1) of the event that the Copyright Act, Registrar is not 1957 cannot be satisfied with as to issued. the merits of the However, if you application or the so desire, you applicant’s claim may file written to ownership, the submission in Registrar may this regard reject the within 2 months application in its from the date of entirety. receipt of this objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and 56Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class copy of representation should be given.” 9. Yelo under Objected Registrar of The text of the The registration the category Trademarks, Mumbai objection raised process shall of Artistic is as under: remain in Work abeyance until “Copyright such objection is certificate under duly addressed Section 45(1) of and resolved. In an the Copyright event that the Act, 1957 cannot Registrar is not be issued. satisfied with as to However, if you the merits of the so desire, you application or the may file written applicant’s claim submission in to ownership, the this regard Registrar may within 2 months reject the from the date of application in its receipt of this entirety. objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of 57Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class representation should be given.” 10. Ye-lo under Objected Registrar of The text of the the category Trademarks, Mumbai objection raised of Artistic is as under: The registration Work process shall “Copyright remain in certificate abeyance until under Section such objection is 45(1) of the duly addressed Copyright Act, and resolved. In an 1957 cannot be event that the issued. Registrar is not However, if you satisfied with as to so desire, you the merits of the may file written application or the submission in applicant’s claim this regard to ownership, the within 2 months Registrar may from the date of reject the receipt of this application in its objection letter. entirety. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and 58Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class copy of representation should be given.” 11. R Care under Objected Registrar of The text of the The registration the category Trademarks, Mumbai objection raised process shall of Artistic is as under: remain in Work abeyance until “Copyright such objection is certificate duly addressed under Section and resolved. In an 45(1) of the event that the Copyright Act, Registrar is not 1957 cannot be satisfied with as to issued. the merits of the However, if you application or the so desire, you applicant’s claim may file written to ownership, the submission in Registrar may this regard reject the within 2 months application in its from the date of entirety. receipt of this objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and 59Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class copy of representation should be given.” 12. BrightWave Objected Registrar of The text of the The registration under the Trademarks, Mumbai objection raised process shall category of is as under: remain in Artistic abeyance until Work “Copyright such objection is certificate duly addressed under Section and resolved. In an 45(1) of the event that the Copyright Act, Registrar is not 1957 cannot be satisfied with as to issued. the merits of the However, if you application or the so desire, you applicant’s claim may file written to ownership, the submission in Registrar may this regard reject the within 2 months application in its from the date of entirety. receipt of this objection letter. Please note that written submission received after expiry of the above- mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and 60Sr. Trademark Logo Status Name of the entity Brief Reasons Implications No / Copyright who opposed / . name and objected Class copy of representation should be given.” For further details, please see “Our Business” on page 293 of this Prospectus. There can be no assurance that our applications will be accepted and that the trademarks and copyrights will be registered. The registration of intellectual property is a time-consuming process and there can be no assurance that any registration applications we may pursue will be successful and that such registration will be granted to us. Our failure to register or protect our intellectual property rights may undermine our brand and hinder the growth of our business. Pending the registration of these trademarks and copyrights, we may have a lesser recourse to initiate legal proceedings to protect our private labels. Further, in the event we are unable to obtain registrations due to opposition by third parties or if any injunctive or other adverse order is issued against us in respect of any of our trademarks and copyrights for which we have applied for registration, we may not be able to avail the legal protection or prevent unauthorised use of such trademarks and copyrights by third parties, which may adversely affect our goodwill and business. Furthermore, there is no assurance that steps taken by us to protect our intellectual property rights will be adequate to stop infringement by others, including imitation and misappropriation of our brand. 10. A significant portion of our revenue is concentrated among a limited number of customers in the Non- Retail Business and international markets. The loss of any of our significant customer or failure to fulfil the requirements of our international customers may adversely affect our revenues, results of operations and cash flows. We have established long standing mutually beneficial relationships with our customers in the Non-Retail Business. In the Non-Retail Business, our customers primarily are retail outlets, supermarkets, institutional buyers and network of dealers and wholesalers. For the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, our Non- Retail Business revenue from top five (5) and top ten (10) customers are as follows: Fiscal 2025 Fiscal 2024 Fiscal 2023 Non-Retail % of revenue % of revenue % of revenue Business ₹ (in Lakhs) from ₹ (in Lakhs) from ₹ (in Lakhs) from customers operation operation operation Top 1 customer 2,886.22 3.52% 4610.24 5.66% 6128.50 6.02% Top 5 customers 8,450.77 10.30% 13,038.10 16.01% 21,988.21 21.59% Top 10 customers 12,862.22 15.67% 19,597.43 24.07% 32,802.58 32.21% *As certified by the Statutory Auditor of our Company, Kanu Doshi LLP, Chartered Accountants, pursuant to their certificate dated June 24, 2025. Note: (i) Our revenue from the top 10 customers does not exceed 50% of the revenue from operations and therefore, the names of our top 10 customers have not been disclosed. Further, the composition of our top 10 customers varies each year. (ii) References to ‘Customer’ are to customers in a particular Fiscal and does not refer to the same customers across all Fiscals. For further details, please see “Our Business- Reliance on major Customers” on page 491 of this Prospectus. Additionally, our Company in the past generated major portion of Non-Retail Business revenue from our customers situated overseas. Our Company has generated ₹ 27,350.98 Lakhs, ₹ 40,651.96 Lakhs and ₹ 66,962.58 Lakhs, respectively, in export revenue (gross of discount, claims and provisions) which comprises 33.33%, 49.93% and 65.74% as on Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, from our revenue from operations. The top 10 country wise export revenue from sales made to our customers in Non- Retail Business are as set forth below: 61Fiscal 2025 Fiscal 2024 Fiscal 2023 % of Sr. % of Revenue % of Revenue Country Country Country ₹ (in Revenue No. ₹ (in Lakhs) from ₹ (in Lakhs) from Lakhs) from Operations Operations Operations 1 Sri Lanka 5,496.60 6.70% Sri Lanka 12,946.70 15.90% Sri Lanka 16,976.61 16.67% 2 UK 4,745.24 5.78% UK 7,813.56 9.60% UAE 16,156.63 15.86% 3 Canada 4,568.59 5.57% Saudi Arabia 4,722.20 5.80% UK 8,201.64 8.05% 4 Saudi Arabia 2,447.55 2.98% Canada 3,412.61 4.19% China 4,707.45 4.62% 5 USA 2,239.41 2.73% UAE 2,515.35 3.09% Mauritius 2,803.70 2.75% 6 Australia 1,616.52 1.97% Afghanistan 1,974.58 2.43% Vietnam 2,706.16 2.66% 7 Qatar 1,321.92 1.61% USA 1,640.65 2.02% USA 2,633.53 2.59% 8 New Zealand 799.75 0.97% Australia 1,089.15 1.34% Saudi Arabia 2,497.95 2.45% 9 Oman 663.02 0.81% Thailand 871.97 1.07% Singapore 1,933.77 1.90% 10 Thailand 606.07 0.74% Mauritius 751.26 0.92% Kuwait 1,436.99 1.41% Total 24,504.67 29.86% 37,738.03 46.36% 60,054.43 58.96% Our business is significantly reliant on a limited number of customers and specific geographical regions, which increases the potential volatility of our financial performance. While we have not experienced such challenges in the past, we cannot guarantee maintaining the same levels of business with our top customers, and any adverse market conditions, restructuring, or regulatory changes affecting them could reduce purchases and impact our revenues. Furthermore, our geographical concentration heightens exposure to regional economic downturns, geopolitical events, regulatory shifts, and competitive pressures, which could weaken consumer demand and hinder our ability to sustain or expand sales. Operating in international markets also involves additional risks, including currency fluctuations, political uncertainty, varying compliance requirements, and challenges in managing widespread operations. Despite efforts to mitigate these risks through strong customer relationships and strategic measures, our business, financial condition, and operational results remain susceptible to these factors. 6211. Our capacity utilization during the disclosed financial period was significantly lower than the installed capacity. Under-utilisation of our manufacturing capacities could have an adverse effect on our business, future prospects, and future financial performance. Our capacity utilization levels are dependent on our ability to carry out uninterrupted operations at our Manufacturing Facilities, the availability of raw materials, industry/ market conditions, as well as the product requirements of, and procurement practice followed by, our customers. In the event we face prolonged disruptions at our facilities including due to interruptions in the supply of electricity or as a result of labour unrest, or are unable to procure sufficient raw materials, we would not be able to achieve full capacity utilization of our Manufacturing Facilities, resulting in operational inefficiencies which could have a material adverse effect on our business and financial condition. During the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our overall capacity utilization for Facility 1 were 58.92% 46.70% and 45.23%, respectively, for Facility 2 were 10.49%, 8.16% and 8.53%, respectively, for Facility 3 - Unit I were 13.54%, 25.95% and 29.14%, respectively, for Facility 3 - Unit II were 15.66% , 12.88% and 3.00%, respectively, for Facility 3 – Unit III were 59.76%, 68.68% and 33.62%, respectively, for Facility 3 – Unit IV were 14.05%, 10.11% and 27.90%, respectively and for Facility 3 – F&V Unit were 4.42%, 4.13% and 2.80%, respectively. We have witness reduction in capacity utilization at our Facility 3 - Unit I by 12.41% and Facility 3 – Unit III by 8.92% during Fiscal 2025 primarily on account of limited availability of raw materials in the surrounding markets. For further details, please see “Our Business- Installed Capacity and Capacity Utilization” on page 329 of this Prospectus. These rates are not indicative of future capacity utilization rates, which is dependent on various factors, including demand for our products, availability of raw materials, our ability to manage our inventory and improve operational efficiency. Under-utilization of our manufacturing capacities over extended periods, or significant under-utilization in the short-term, could materially and adversely impact our business, growth prospects and future financial performance. 12. We derive a significant portion of our revenue, particularly Non-Retail Business, from trading in agro-commodities, the procurement and sale of which are heavily dependent on third-party suppliers and subject to government regulations and restrictions. Any adverse change or discontinuation in the policies relating to the procurement, import and export of the agricultural produce, may affect our future results of operations. Our Company is engaged in diverse business vertical broadly retail, manufacturing and trading, including bulk trading of agricultural produce such as rice, sugar, pulses, edible oil, etc., wholesale supply of food grains like wheat, peanut, sesame seeds, etc., whole spices like coriander, cumin, ajwain, methi, mustard, fennel, etc. in domestic as well as export markets. Our revenue from Trading vertical was ₹ 8,317.62 Lakhs, ₹ 14,116.18 lakhs and ₹ 43,120.98 lakhs, which constituted 10.13%, 17.34%, and 42.34%, of our revenue from operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our revenue from bulk trading of agricultural produce for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is detailed herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 % of % of % of Particulars Amount revenue Amount (₹ revenue Amount (₹ revenue (₹ in from in lakhs) from in lakhs) from lakhs) operations operations operations Sugar 12.45 0.02% 6,391.60 7.85% 35,113.77 34.47% Rice 3,135.06 3.82% 308.96 0.38% 3,152.18 3.09% Others 1,985.64 2.42% 4,166.09 5.12% 1,140.02 1.12% Total (bulk trading of 5,133.15 6.25% 10,866.65 13.35% 39,405.97 38.69% agricultural produce) Revenue from 82,069.29 100.00% 81,418.83 100.00% 1,01,854.78 100.00% operations *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. 63Further, our revenue from Trading vertical is primarily contributed by our export sales. For instance, we exported 1809 MT of rice during Fiscal 2025, 14,687 MT of sugar during Fiscal 2024 and 75,857 MT of sugar during the Fiscal 2023. Our presence in the agro commodity trading segment enable us to identify opportunities and enter into trading from one commodity to another in accordance with change in demand or inconsistency in pricing for any commodity during any season. Our management team continuously monitors and undertakes deep research of the current trends and demand of agricultural produce and commodities in the market and accordingly it easily switches over to the agricultural produce or commodity in demand. For the procurement of agro-commodities, we are heavily dependent on external suppliers with which we do not have any formal long-term arrangements. Further, the availability and prices of such agro- commodities can fluctuate due to factors beyond our control, including, amongst others, world supply and demand, weather, crop yields, trade disputes between governments of key producing and consuming countries and governmental regulation. Global demand for agricultural commodities may be adversely affected in periods of sustained economic downturn, while supply may increase due to good weather patterns or long-term technological developments, all of which are factors beyond our control. While we forecast the demand for the agro-commodities and accordingly plan our procurement volumes for our operations accordingly, any error in our forecast could result in surplus stock, which may not be sold in a timely manner. Further, any decline in the quality of such commodities or delay in delivery of commodities by such parties, may adversely affect our operations. We have in the past, imported and have exported agricultural produce such as wheat, wheat flour, sugar, rice etc. under the guidelines issued from time to time by Director General of Foreign Trade (DGFT). For instance, we have imported Wheat and have correspondingly exported Wheat Flour under the advance authorization scheme of the Government of India. We have 13 licenses issued under Advance Authorization scheme of Government of India (import license) to import, in aggregate of 14,570.19 MT of wheat within 12 months from the date of issuance of import license. Against this import authorization our company have imported 13316.46 MT of wheat as of March 31, 2025 and have a balance authorization to import 485.44 MT of wheat on or before December 6, 2025. Against the wheat imported under the import license, we have an export obligation of around 12,588.81 MT of Wheat Flour within the time specified in the import license. As of June 15, 2025, we have exported 11,521.05 MT of wheat flour against the export obligation of 12,588.81 MT and our outstanding export obligation to be completed by August 12, 2025 is 1,067.76 MT of wheat flour. Except for the forfeiture of fees paid to obtain the import license, no other penalties are levied in case of failure to import as per import license. While we have not defaulted against our export obligation any failure to export would lead to payment of duties against the corresponding import value of wheat. Similarly, during the Fiscal 2022 to Fiscal 2024 we have exported sugar in bulk to Sri Lanka under the export policy / notification issued by the Government of India. However, during the Fiscal 2024 the government of India restricted the export of sugar. While such trading activities have contributed to our revenue from operations the margin from these activities have not significantly contributed to our gross profit margin as detailed in the table herein above. We cannot assure you that we would continue to be eligible for such incentives, export schemes or any other benefits or that the government would not terminate any such incentive or promotion schemes. Any such change in the government policy, will reduce our revenue from operations, increase our costs, working capital requirements and adversely affect our business, prospects, results of operations and financial condition. 13. If we are unable to continue to offer daily low prices pursuant to our EDLC/ EDLP pricing strategy, we risk losing our distinct advantage and a substantial portion of our customers which will adversely affect our business, financial condition and results of operations. Further, in case of shortages, our suppliers may increase prices of products beyond our control due to which we may lose our competitive advantage. One of our key strengths has been our ability to offer our customers value-retailing and daily low prices and consequently greater daily savings. This has been possible in part due to our strong supplier and vendor relationships and our pricing strategies. While we try to reduce our margins in instances of price increase or pass on the increase in price to our customers, there are commercial limitations to this approach and we may not always be able to offer our products at price points which represent value for 64money, a key attraction for a majority of our target customer base. Several of our competitors including e-tailers may offer better promotional prices on select products at a given time period or around festivals, holidays or weekends, then offered by us. While we have managed to grow our customer base in the past, there can be no assurance that our target customer base will not develop a preference for the promotion model and be attracted to promotional deals offered by our competitors. Moreover, our competitors may have a significant pricing or locational advantage owing to various factors including differing scales of operations and the sizes of their distribution centres. They may also have diversified their presence in more geographical areas and may therefore be in a better position to consolidate their market share. Our ability to maintain and enhance our competitiveness through our EDLC/ EDLP pricing strategy will have a direct effect on our business, financial condition and results of operations. There can be no assurance that shortages and price hikes will not take place in the future. If we are unable to maintain our pricing competitiveness and are not able to effectively respond to competition from existing retailers and prospective entrants and consequent pricing pressures, it will adversely affect our business, financial condition and results of operations. 14. We face foreign exchange risks that could adversely affect our results of operations and cash flows with a significant portion of our revenue (gross), amounting to ₹ 27,350.98 Lakhs, ₹ 40,651.96 Lakhs and ₹ 66,962.58 Lakhs representing 33.33%, 49.93% and 65.74%, of our revenue from operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, is derived from export sales. A significant portion of our total revenue from operations is denominated in currencies other than Indian Rupees. For the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our revenue from exports (gross) accounted for ₹ 27,350.98 Lakhs, ₹ 40,651.96 Lakhs and ₹ 66,962.58 Lakhs, respectively, representing 33.33%, 49.93%, and 65.74%, respectively, of our revenue from operations. We monitor our exposure to foreign currencies and selectively enter into hedging transactions through our packing credit facility in an attempt to reduce the risks of currency fluctuations. Our Company has not hedged its open foreign currency exposure of ₹ 9,928.83 Lakhs (equivalent to US Dollar 113.95 Lakhs, AUD 2.78 Lakhs, CAD 0.39 Lakhs and GBP 0.06 Lakhs) for the year ended on March 31, 2025. For further details, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 487. However, these activities are not always sufficient to protect us against incurring potential losses if currencies fluctuate significantly. For instance, we have incurred foreign exchange loss of ₹ (328.62) Lakhs for the FY 2022-23. We cannot assure you that we will not be subject to foreign exchange losses in the future. In addition, the policies of the RBI may also change from time to time, which may limit our ability to effectively hedge our foreign currency exposures and may have an adverse effect on our results of operations and cash flows. 15. We do not manufacture some of our products such as papad, ghee, asafoetida (hing) etc. in our own Facilities. We procure them from third party manufacturers. We have limited influence and control over the manufacturing processes and quality control measures implemented by these manufacturers. Further, we may face increased costs if such third-party manufacturers raise their prices. This could result in decreased profit margins and adversely affect our business, results of operations, financial condition and cash flows. We purchase (i) home improving products (such as detergents, phenyl, dish wash liquid, mop, plastic bucket etc.); (ii) ready to cook instant mix food items (such as basundi mix, falooda mix etc.), (iii) ghee and papad from third party manufacturers on purchase order basis and sell them under our brands ‘Patel Essentials’, ‘Patel Fresh’ and ‘Indian Chaska’, respectively. Further, we also purchase garments from third party manufacturers on job work basis and also on purchase order basis and sell them under our brand ‘Blue Nation’. Our revenue from sales of private label products constitutes ₹ 6,287.44 Lakhs, ₹ 5,671.13 Lakhs and ₹ 4,924.49 Lakhs, representing 17.05%, 19.57% and 18.47% of our Retail sales and representing 7.66%, 6.97% and 4.83% of our revenue from operations, during the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. We do not manufacture the aforestated products in our own Facilities. Any decline in the supply, 65delivery or quality of such products or rise in costs or charges may adversely affect our operations. We do not have long term arrangements with such suppliers. There can be no assurance that such parties shall continue to do business with us. Further, we have limited influence and control over the manufacturing processes and quality control measures implemented by these manufacturers. In the event that the third-party manufacturers fail to meet these standards, we may face reputational damage and may have to incur the cost of any resultant product recalls or legal claims. Additionally, we may face increased costs if the third-party manufacturers raise their prices or if we need to find alternative manufacturers. This could result in decreased profit margins and adversely affect our business, results of operations, financial condition and cash flows. We are exposed to the risk of these suppliers, third party manufacturers and service providers failing to adhere to the standards set for them by us and statutory and/ or regulatory bodies in respect of factors such as quality, quantum of production, weights and measures and safety standards and non-compliance of relevant rules and regulations, and any consequent action by such statutory and/ or regulatory bodies or otherwise, could adversely affect our business operations, results of operations, cash flows and financial condition, due to reasons such as shortage of supply, product liability claims and product recalls. This may also result in lost confidence on the part of our customers and adversely affect our reputation. Further, any delay or failure on the part of the third-party manufacturers to deliver the products in a timely manner or to meet our quality standards by such third-party manufacturers, would result in adverse effect on our business operations, results of operation, cash flows and financial condition. While there has not been any instance in the last three Fiscals where we experienced any of the aforesaid risks in relation to the third-party manufacturers, we cannot assure you that such instance will not arise in the future. 16. Our Company has availed unsecured borrowings from our Promoters and Directors, which may be recalled by them at any time. During year ended March 31, 2025, we have availed unsecured borrowings from Dhanji Raghavji Patel (Promoter and Chairman and Managing Director) and Bechar Raghavji Patel (Promoter and Whole- time Director) to the tune of ₹ 749.23 Lakhs and Nil, respectively, for the purpose of meeting our working capital. Further, as on March 31, 2025 the outstanding borrowing from Promoters namely, Dhanji Raghavji Patel (Promoter and Chairman and Managing Director) and Bechar Raghavji Patel (Promoter and Whole-time Director) to the tune of ₹ 907.62 Lakhs and ₹ 544.54 Lakhs, respectively. Our Company has in the past repaid part of the unsecured loan received from the Promoters and Directors. However, a portion of such repaid loan was reintroduced into the Company by the said Promoters in a designated bank account maintained by the Company towards the MOFPI project (i.e. Facility 3) as part of the Promoters contribution. The details of the unsecured loan availed and repaid by our Company from the Promoter Directors are as detailed herein the table below: (₹ in lakhs) Loan Loan Outstandin Name of the Term & Utilizati Balance as received repaid g Balance Remark Promoter Condition on of on April 1 during the during the during s, if any Director of loan loan @ year # year # year Fiscal 2025 (i)Loans repayable on Dhanji demand Working 1,259.34 749.23 1,198.98 907.62 - Raghavji Patel (ii)Interest rate Capital not exceeding 12% p.a.* (i)Loans repayable on Bechar demand Working 544.54 - - 544.54 - Raghavji Patel (ii)Interest rate Capital not exceeding 12% p.a.* Hiren Bechar - - - - - - - Patel Fiscal 2024 Dhanji 1,735.52 484.51 960.68 1,259.34 (i)Loans Working - 66Loan Loan Outstandin Name of the Term & Utilizati Balance as received repaid g Balance Remark Promoter Condition on of on April 1 during the during the during s, if any Director of loan loan @ year # year # year Raghavji Patel repayable on Capital demand (ii)Interest rate not exceeding 12% p.a.* (i)Loans repayable on demand (ii)Inter Bechar Working 544.54 - - 544.54 est rate - Raghavji Patel Capital not exceedin g 12% p.a.* (i)Loans repayable on Hiren Bechar demand Working 300.00 45.90 351.03 - - Patel (ii)Interest rate Capital not exceeding 12% p.a.* F Fiscal 2023 (i)Loans repayable on Working Capex was Dhanji demand 2,281.86 1,146.50 1,731.41 1,735.52 Capital / ₹ 657.13 Raghavji Patel (ii)Interest rate Capex Lakhs not exceeding 12% p.a. (i)Loans repayable on Bechar demand Working - 544.54 - 544.54 - Raghavji Patel (ii)Interest rate Capital not exceeding 12% p.a. (i)Loans repayable on Hiren Bechar demand Working - 300.00 - 300.00 - Patel (ii)Interest rate Capital not exceeding 12% p.a. Note: To an extent of ₹ 713.63 lakhs for the Fiscal 2022 and ₹ 651.43 lakhs for the Fiscal 2023 of loan repaid, Dhanji Raghavji Patel has reintroduced the amount into the Company in a designated bank account maintained towards the MOFPI project. #Does not include interest accrued and paid on unsecured loan. @ includes repayment of unsecured working capital loan received and repaid by the Company from the Promoter Directors. *For Fiscal 2025 and Fiscal 2024, the interest was paid at the rate of 8% p.a. and for the Fiscal 2023, the interest was paid at the rate of 12% p.a. For further details on related party transactions, terms of loan agreement please see “Our Management- Interest of our Directors” and “Our Promoters and Promoter Group - Interest of our Promoters” on pages 427 and 442 of this Prospectus, respectively, for terms of sanction please see “Financial Indebtedness” on page no. 516. While we have not faced any such instances where unsecured borrowings were recalled/ redeemed by lenders in Fiscal 2025, Fiscal 2024 and Fiscal 2023, except for the repayment from time-to-time there can be no assurance that the lenders will not recall such borrowings or if we will be able to repay loans advanced to us in a timely manner or at all. In the event that any lender seeks a repayment of any such loan, we would need to find alternative sources of financing, which may not be available on commercially reasonable terms, or at all. As a result, if such unsecured loans are recalled at any time, it may adversely affect our business, financial condition and results of operations. 6717. We have an instance of time and cost overrun as regards setting up of Unit 5 (Facility 3) situated in Kutch, Gujarat. Such delay in time to execute the project may result in denial or reduction of grant- in-aid receivable under the scheme of creation/ expansion of Food Processing & Preservation Capacities of Pradhan Mantri Kisan Sampada Yojana’. Our Company received MOFPI approval dated July 9, 2019 (“Letter”) for setting up of Unit V for processing of sesame seed at Dudhai, Kutch, Gujarat (“Project”) under the ‘Scheme of Creation/ Expansion of Food Processing & Preservation Capacities of Pradhan Mantri Kisan Sampada Yojana’. Our Company has received the grant-in-aid ₹ 108.63 Lakhs as against the sanctioned amount of ₹ 121.80 Lakhs in two (2) installments, primarily due to delay in completion of the projects. As on May 31, 2025, following is the status of our Unit V (Facility 3): Unit V is a part of and located inside the Agri-Cluster, the land for the facility has been acquired and is in possession. (i) Civil construction of plant is completed. (ii) All the plant and machineries have been received on site and installation is done. (iii) An amount of ₹ 618.00 Lakhs has already been incurred on the project out of which ₹ 152.94 Lakhs was funded by HDFC Bank through Term Loan, ₹ 51.58 Lakhs was funded by HDFC Bank through Bridge Loan, ₹ 108.63 was funded from grant received from Ministry of Food Processing Industries (MoFPI) and balance ₹ 304.85 Lakhs was funded from internal accruals. *As certified by Chartered Engineer vide letter dated June 10, 2025. 18. Our Company proposes to utilize a portion of the Net Proceeds to repay/ pre-pay all or certain borrowings availed by our Company, including refinancing of the same. We may not be able to derive the expected benefits of the deployment of the Net Proceeds, in a timely manner, or at all. Our Company intends to use a certain portion of the Net Proceeds for repayment/ prepayment of certain borrowings availed, including refinancing of the same, or repayment/ prepayment of any additional facilities obtained by our Company and general corporate purposes, as disclosed in “Objects of the Offer” on page 150. The details of the borrowings identified to be repaid/ pre-paid using the Net Proceeds have been disclosed in “Objects of the Offer” on page 150. The repayment/ pre-payment of the identified borrowings is subject to various factors including, commercial considerations, market conditions, cost of borrowings and conditions attached to such borrowings. Further, we would be subject to penal cost on re-payment and/or pre-payment of the identified borrowings. While we believe that utilization of Net Proceeds for repayment/pre-payment of borrowings would help us to reduce our indebtedness and enable the utilization of our internal accruals for further investment in business growth and expansion, the repayment of borrowings will not result in the creation of any tangible assets for our Company. 19. Our business is manpower intensive and a high proportion of our total staff comprises of employees on contract. Our business may be adversely affected if we are unable to recruit and retain suitable staff for our operations. Our operations are manpower intensive. The success of our operations depends on the availability of and maintaining good relationships with our workforce. Our success also depends on our ability to attract hire, train, and retain skilled personnel. As of May 31, 2025, we had two hundred and twenty- nine (229) permanent employees, and One thousand one hundred and seventy-one (1171) contract workers working in our stores, Manufacturing Facilities, Distribution centre and offices and admin staff. For details, please see “Our Business- Human Resources” on page 358 of this Prospectus. Shortage of skilled personnel or disruptions caused by disagreements with employees could have an adverse effect on our business, results of operations, financial condition and cash flows. Although we have not experienced any labour unrest in the last three Financial Years, there can be no assurance that we will not experience disruptions in work or our operations due to disputes, strikes, work stoppages, work slow-downs or lockouts at our facilities or other problems with our work force, which may adversely affect our ability to continue our business operations. Any labour unrest directed against us, could directly or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, could lead to disruptions in our operations. 68The table below sets forth details of our employee benefit expense, during the Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Employee benefit expenses (₹ in Lakhs) 3,170.96 2,717.83 2,264.15 Percentage of total expenses (in %) 4.01% 3.45% 2.27% Set out below are details in respect of attrition experienced by us during the last three FYs i.e., Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 No. of Employees at the beginning of the year 163 162 134 No. of Employees joined during the year 91 35 46 No. of Employees left during the year 39 34 18 No. of Employees at the End of the Year 215 163 162 Attrition rate of our employees 15.35% 17.26% 10.00% As we expect to continue to expand our operations, we will need to continue to attract and retain experienced management personnel. We could incur additional expenses and need to devote significant time and resources to recruit and train replacement personnel, which could further disrupt our business and growth. Our ability to meet continued success and future business challenges depends on our ability to attract, recruit and train experienced, talented and skilled professionals. The loss of the services of any key personnel or our inability to recruit or train a sufficient number of experienced personnel or our inability to manage the attrition levels in different employee categories may have an adverse effect on our financial results and business prospects. Further, if we are unable to offer qualified personnel adequate compensation or sustain their employee benefits plans, we may be unable to attract or retain our employees and the competition for highly skilled personnel may require us to increase salaries, which increased costs we may be unable to pass on to our clients. 20. The Equity Shares have never been publicly traded and after the Offer, the Equity Shares may experience price and volume fluctuations and an active trading market for the Equity Shares may not develop. Further, the Offer Price, market capitalization to revenue from operations multiple, price to revenue from operations ratio and price to earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing. Set forth below are the details of our revenue from operations and profit after tax for the FYs ended March 31, 2025, March 31, 2024 and March 31, 2023: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations 82,069.29 81,418.83 101,854.78 Profit after tax 2,527.81 2,253.34 1,637.97 Our market capitalization to revenue from operations for the FY 2024-25 multiple is 1.04 times at the upper end of the Price Band and 0.96 times at the lower end of the Price Band, and our price to earnings ratio multiple for the FY 2024-25 is 24.76 times at the upper end of the Price Band and 23.01 times at the lower end of the Price Band. The table below provides details of our price to earnings ratio and market capitalization to revenue from operations at Offer Price: Particulars Ratio vis a vis Floor Price of ₹ 237 Ratio vis a vis Cap Price of ₹ 255 Market capitalization to 0.96 1.04 revenue from operations # Price to earnings ratio* 23.01 24.76 #Revenue from operations has been considered for the Financial Year ended March 31, 2025. Market capitalization is derived considering 2,48,82,528 Equity Shares as on date plus proposed number of 85,18,000 Equity Shares (considering no change in allotment of Fresh Issue Equity Shares) at Floor Price of ₹ 237 and 85,18,000 Equity Shares (considering no change in allotment of Fresh Issue Equity Shares) at Cap Price of ₹ 255. * Price to Earnings Ratio is derived by dividing Floor Price and Cap Price by EPS of the Financial Year. 69Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity Shares is proposed to be determined through a book-building process and may not be indicative of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results of our Company, market conditions specific to the industry we operate in, developments relating to India, volatility in securities markets in jurisdictions other than India, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings managed by the BRLM is below their respective Offer Prices. For further details, please see “Other Regulatory and Statutory Disclosures” on page 540. 21. There have been instances in the past of litigation against us and our Directors due to perceived deficiency in the products we sell, and we may face potential liabilities in the future (in the form of lawsuits or claims from third parties), which may adversely affect our business, results of operations, cash flows and financial condition. We believe in providing quality products and due care is taken to mitigate the associated risks which may happen due to factors beyond our control. We may face the risk of legal proceedings and claims being brought against us by our customers on account of sale of any defective product. Further, we could also face liabilities, should our customers face any loss or damage due to any unforeseen incident such as fire, or any accident in our stores. This may result is lawsuits and/ or claims against us, which may materially affect our operations and lead to loss of reputation and business. For instance, Nilesh Sonubal Vishe, Food Safety Officer, Food and Drug Administration, Thane filed two (2) complaints against our Whole-time Director and Promoter- Bechar Raghavji Patel and others before the Court of Judicial Magistrate, First Class, First Court, Kalyan, Thane (“JMFC Kalyan”) alleging that the samples of mukwas were unsafe for consumption, as per the provisions of the Food Safety & Standards Act, 2006, Food Safety & Standards (Food Products Standards and Food Additives) Regulations, 2011 and Food Safety & Standards (Packaging and Labelling) Regulations, 2011). Further, the Inspector of Legal Metrology, Ulhasnagar Division- Shriniwas B. Jadhavkar filed a complaint against Bechar Raghavji Patel, Dhanji Raghavji Patel, Patel, our Company and Bharat Haribhai Patel before the Ambernath (East) Police Station, alleging violation of certain provisions of the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011. For further details, please see “Outstanding Litigation and Material Developments - Litigation and Material Developments- All criminal proceedings against our Directors” on page 521. Although we have not been subject to any material product liability claims, we cannot assure you that we will not be subject to such claims in the future. For instance, based on a legal opinion the amount of penalty for the aforesaid violation is estimated to be around ₹ 20.00 lakhs. Further, even if we successfully defend ourselves against a claim, or successfully claim back compensation from others, we may need to spend a substantial amount of money and time in defending such a claim and in seeking compensation. In any or a combination of these situations, we could suffer losses, which would adversely impact our financial condition, cash flows. Any claims against us initiated by our customers may have an adverse effect on our reputation, brand image and our financial condition. 22. Our Company requires significant amount of capital for continued growth. We may require additional equity or debt in the future in order to continue to grow our business, which may not be available on favorable terms or at all. Our inability to secure future loan facilities from new lenders on favorable terms to meet our capital requirements may have an adverse effect on our results of operations. Our business is capital intensive, including working capital and requires significant amount of capital. As on May 31, 2025, we have forty-three (43) stores in the central suburban areas of MMR i.e., in the Thane and Raigad districts of Maharashtra. As part of our expansion strategy, we plan to deepen our store network in the western suburban area of the MMR such as Mira Road, Bhayander, Virar, Vasai and also in the municipal region of Pune, Maharashtra following our cluster-focused expansion strategy. Further, we are also engaged in processing of whole spices, grounded spices, peanuts, wheat flour, 70mango pulp at our Manufacturing Facilities. For further details, please see “Our Business” on page 196. We intend to use a portion of the Net Proceeds of the Fresh Issue for the purposes described in “Objects of the Offer” on page 150. The Objects of the Offer are (i) Repayment/prepayment, in full or part, of certain borrowings availed of by our Company; (ii) Funding of working capital requirements of the Company; and (iii) General Corporate Purposes. In addition to the requirement of funds as provided in Objects of the Offer, we may need to obtain additional financing in the normal course of business from time to time, as we expand our operations. We may not be successful in obtaining additional funds in the future from new or existing lenders in a timely manner and/or on favourable terms including rate of interest, primary security cover, collateral security, terms of repayment, or at all. Moreover, certain of our loan documentations contain provisions that limit our ability to incur future debt. If we do not have access to additional capital, we may be required to delay, scale back or abandon some or all of our plans or growth strategies or reduce capital expenditures and the size of our operations. Further, if we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows. Any issuance of equity to raise additional funds, on the other hand, would result in a dilution of the shareholding of existing Shareholders. If we are unable to raise additional funds on favourable terms or at all as and when required, our business, results of operations, financial condition and prospects could be adversely affected. 23. Our revenue in the Retail Business is highly concentrated on the sale of food products groceries, cereals, pulses, spices, edible oils, biscuits, chocolates, dairy products etc. and is subject to the unpredictability of changing customer preferences. An inability to anticipate or adapt to changing customer preferences, any sudden fall in the revenues from the said products, reduction in demand of these products or inability to ensure product quality may adversely impact our revenue from operations, business, and growth prospects. Our financial performance is significantly dependent on the sale of food products such as groceries, cereals, pulses, spices, edible oils, biscuits, chocolates, dairy products etc., Fiscal 2025, Fiscal 2024, and Fiscal 2023, our revenue from sales of these food products amount to ₹ 26,943.37 Lakhs, ₹ 21,384.99 Lakhs and ₹ 19,630.03 Lakhs representing 73.04%, 73.81% and 73.64% of our revenue from Retail sales, respectively. There can be no assurance that we will increase our market share in the future for the aforesaid products. Demand for the product depends primarily on our ability to maintain and upgrade the product quality, portfolio or variants and stock keeping units, consumer preferences and market trends. In addition, our Company must successfully compete with our competitors offering similar products. We may not be able to introduce new product that are in faster-growing and more profitable categories. Any of these factors could have a material adverse impact on our financial condition and the results of operations. We cannot assure you that we will be able to maintain historic levels of business from food products, or that we will be able to significantly reduce our dependence on sale of food products. We may also be required to invest in processes to develop upgraded product offerings or packaging. 24. There have been delays in submitting regulatory filings with the RoC. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future. There have delays in filing forms with the RoC. For instance (i) Form PAS-3 for allotment of Equity Shares; (ii) Form MGT-14 for increase in authorised share capital; (iii) Form INC-27 for conversion of private company into public company (iv) Form DIR-12 for resignation of company secretary, were filed by payment of additional fees and Form MSME for period ended March 31, 2024, September 30, 2024 and March 31, 2025 were filed with a delay. Further, there has been an inadvertent error in filing form MGT-14 with the RoC, wherein the date of the board meeting has been inadvertently mentioned as November 8, 2014 instead of October 20, 2014. There can be no assurance that the RoC will not take an adverse view of the irregularity, or that we will not be subject to any penalties by the RoC in this respect. However, our Company in the past has availed the benefit of Company Law Settlement Scheme (CLSS), 2010 for availing immunity from penalty and prosecution under the Companies Act, 1956 in respect of belated documents filed under the scheme and have paid additional fees of ₹ 1875/- only. While we endeavour to comply with various applicable legislations in future in this regard, with the 71expansion of our operations there can be no assurance that such non-compliances will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such non-compliances, in a timely manner or at all. Further, while in the past, we have not been subject to any penal action on account of the non- compliances, we cannot assure that we would not be subject to penal action in the future for such non- compliance. Any penalty or regulatory action taken against us may adversely impact our cash flows and results of operations. For more details on delays in filing forms with the RoC, please see “History and Certain Other Corporate Matter – Details of delay in submission of regulatory filings with RoC” on page 411. 25. Our Company has filed several applications for the registration of new trademarks and copyrights and seven of the copyright applications have been objected. Any failure to obtain these registrations may adversely affect our business and financial condition. As of May 31, 2025, our Company has filed applications for registration of 41 new trademarks and 38 new copyrights, which are currently pending before the relevant authorities. For instance, our trademark application for “Indian Chaska Chaat Masala” bearing application number 6987849 and copyright application for “Indian Chaska Panipuri Masala” bearing application number 143723 are pending. Seven of the copyright applications have been objected by the concerned authorities. For further details, please see “Our Business” on page 293. While our Company has submitted appropriate responses to these objections in accordance with applicable law, there can be no assurance that such objections will be successfully resolved or that the pending applications for registration of trademarks and copyrights will be granted. In the event that we are unable to obtain such registrations, or if any objections or oppositions are upheld, it could adversely affect our ability to protect our intellectual property, prevent infringement by third parties, and consequently impact our business and financial condition. 26. Our Company will not receive proceeds from the Offer for Sale. The Offer comprises an Offer for Sale aggregating 10,02,000* Equity Shares having face value of ₹10 each, aggregating ₹ 2555.10 Lakhs by the Promoter Selling Shareholders representing 10.53 % of the total issue size of ₹ 24,265.80 Lakhs. The Promoter Selling Shareholders will receive the entire proceeds from the Offer for Sale (after deducting the applicable Offer Expenses) and our Company will not receive any proceeds of the Offer. The table below sets forth details of the Promoter Selling Shareholders: Name of the Number of Equity Percentage Number of Equity Promoter Selling Shares held by the of paid-up Shares offered (₹ in Shareholder Promoter Selling Equity Lakhs) Shareholder of face Share value of ₹10 each capital (%) Dhanji 1,62,86,528 65.45% 7,68,000* Equity Shares Raghavji Patel of face value of ₹10 each aggregating ₹ 1958.40 Lakhs Bechar 46,72,000 18.78% 2,34,000* Equity Shares Raghavji Patel of face value of ₹10 aggregating up ₹ 596.70 Lakhs *Subject to finalisation of the Basis of Allotment. The expenses of the Promoter Selling Shareholders will, at the outset, be borne by our Company and each Promoter Selling Shareholder will proportionately reimburse our Company for such expenses (inclusive of taxes) incurred by our Company on behalf of such Promoter Selling Shareholders, in relation to the Offer in the manner as prescribed under applicable law and in a manner as may be mutually agreed among our Company and the Promoter Selling Shareholders, irrespective of listing of Issuer Company. Further, all offer related expenses to be proportionately borne by the Promoter Selling Shareholders shall be deducted from the proceeds from the Offer for Sale, and subsequently, the balance 72amount from the Offer for Sale will be paid to the Promoter Selling Shareholders. 27. Our business requires significant amount of working capital for continued growth, as our Company is primarily engaged in Retail Business and also engage in manufacturing operations. Major portion of our working capital is utilized towards inventory and trade receivables. Our inability to meet our working capital requirements may have an adverse effect on our results of operations. As on May 31, 2025, our Company had sanctioned facilities aggregating ₹ 21,766.68 Lakhs, including non-fund-based limit and outstanding facilities aggregating ₹ 16,506.62 Lakhs, including non-fund- based limit. The retail industry is working capital intensive and incurs lot of fixed expenditures for operation of stores and maintenance of inventory levels. We intend to continue growing by setting up additional stores. All these factors may result in increase in the quantum of current assets. Further, our business requires significant working capital in connection with our manufacturing operations, including financing our inventory, purchase of raw materials which may be adversely affected by changes in terms of credit and payment. In our manufacturing operations, we have to maintain significant amount of inventory considering the seasonal nature of our raw materials such as chilies, wheat, etc. Our net working capital requirement for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is ₹ 21,954.06 Lakhs, ₹ 19,111.15 Lakhs and ₹ 17,009.46 lakhs, representing 26.75%, 23.47% and 16.70% of our revenue from operations, respectively. The increase in our net working capital is mainly attributed to increase in the number of stores, increase in our manufacturing operations, higher credit period on export sales. The increase in our net working capital has also resulted in increase in our short-term borrowing i.e., secured working capital loan from ₹ 14,409.06 Lakhs in Fiscal 2023 to ₹ 15,573.82 Lakhs as Fiscal 2025. Further, we would also follow the strategy to reduce our creditor payment cycle or increase our creditor payment cycle depending upon our liquidity position. Such strategy can have an impact on our net working capital and our cash requirements While our suppliers usually grant us credit for a limited period, we typically offer credit for a longer period to our customers and further in our retail business, a considerable amount of time passes between purchase of retail inventory and its sale. Delays in payment or reduction of advance payments and/or accelerated payments to suppliers and slow moving of retail inventory, could adversely affect our working capital, lower our cash flows and materially increase the amount of working capital to be funded. We intend to utilise up to ₹ 10,900.02 Lakhs (as part of the Net Proceeds) towards funding our working capital requirements in Fiscal 2026. For further information on the use of Net Proceeds, please see “Objects of the Offer” on page 150. The actual amount of our future capital requirements may differ from estimates as a result of, among other factors, unforeseen delays or seasonal impact on production of agri produce, unanticipated expenses, regulatory changes, economic conditions, technological changes and additional market developments. Further, our ability to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general economic and capital market conditions and the effect of events such as the COVID-19 pandemic, credit availability from banks, investor confidence, the continued success of our operations and other laws that are conducive to our raising capital in this manner. Further, we may also be unable to adequately finance our working capital requirements on account of various factors, including extraneous factors such as delay in disbursements under our financing arrangements, increased interest rates, insurance or other costs, or borrowing and lending restrictions or finance our working capital requirements on commercially acceptable terms or at all, each of which may have a material adverse effect on our business, financial condition, prospects and results of operations. For further information on the working capital facilities currently availed of by us, please see “Financial Indebtedness” on page 516. Continued increase in our working capital requirements may have an adverse effect on our financial condition and results of operations. If we experience insufficient cash flows or are unable to borrow funds on a timely basis, or, at all, to meet our working capital and other requirements, or to pay our debts, it could materially and adversely affect our business and results of operations. 28. Certain corporate records of firms from which our Promoters have dissociated are not traceable. Our Company is unable to trace documents pertaining to strike-off of Prayosha Infratech LLP, Shayona 73Builders LLP and Prayosha Agro Industry LLP. As per status available on the portal of the Ministry of Corporate Affairs (“MCA”), the status of the LLPs appears as struck off. Despite having conducted an electronic search on the MCA portal, we are unable to retrieve the same. We have relied on the status appearing on the MCA portal for making disclosures in the relevant section. For details, please see “Our Promoters and Promoter Group- Details of companies or firms from which our Promoters have dissociated” on page 444. 29. Our Company may be involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations, financial condition and cash flows. Our Company, our Promoters, Directors, KMPs and SMPs are currently involved in certain legal proceedings, which are pending at different levels of adjudication before various courts, tribunals and other authorities. Such proceedings could divert management’s time and attention and consume financial resources in their defense or prosecution. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and quantifiable. Name of Criminal Tax Statuto Disciplinary Material Civil Amount the entity Proceeding Proceedings* ry or actions by Litigations involved s Regulat SEBI or Stock (₹ in ory Exchanges Lakhs) Procee against our dings Promoters Company By our Nil 1 Nil Not Applicable Nil 7.53 Company Against 5 14 Nil (1) Not Applicable Nil 1,463.55 our Company Directors (Other than Promoters) By our 0 Nil Nil Not Applicable Nil Nil Directors Against 2 Nil Nil(2) Not Applicable Nil 2.50 our Directors Promoters By our 12 11 Nil Nil Nil 1,443.33 Promoters Against 10 18 Nil (3) Nil 1 868.88 our Promoters KMPs and SMPs (other than Promoters) By our 1 Nil Nil Nil Not Applicable Nil KMPs and SMPs Against Nil 1 Nil Nil Not Applicable 4.51 our KMPs and SMPs Group Companies By our Nil 1 Nil Nil Nil 19.08 Group Companies Against our Nil 2 Nil Nil Nil 23.98 Group Companies Notes: (1) Statutory or Regulatory Proceedings against our Company form part of Criminal Proceedings; (2) Statutory or Regulatory Proceedings against our Directors form part of Criminal Proceedings; 74(3) Statutory or Regulatory Proceedings against our Promoters form part of Criminal Proceedings. An adverse outcome / decision in any of the aforesaid proceedings may have an adverse effect on our business, results of operations and future financial performance. There can be no assurance that any of the matters will be settled in favour of our Company, or that no additional liability will arise out of these proceedings. For further details, please see “Outstanding Litigations and Material Developments” on page 520. 30. Our inability to maintain an optimal level of inventory in our stores may impact our operations adversely. An optimal level of inventory is important in our Retail Business as it allows us to respond to customer demand effectively and to maintain a full range of products at our stores. As on May 31, 2025 we offer around 38 product categories with over 10,000 product SKUs in our stores. We currently function on a low inventory level model i.e., we typically maintain inventory levels that are sufficient for a few months of operation. For instance, our average inventory turnover ratio (computed by dividing revenue from Retail Business by average inventory, which is an average of opening inventory and closing inventory) was 5.18, 6.30 and 7.39 in the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The reduction in inventory turnover ratio is primarily on account of increase in the number of stores during Fiscal 2025 and Fiscal 2024. As we increase the number of stores we may witness further reduction in inventory turnover ratio resulting in higher inventory level at our stores. We believe our Distribution Centre and Facility 1 situated at Ambernath, Maharashtra, forms the backbone of our supply chain to support our retail store network which is within a radius of 60 kms, thus optimizing our inventory holding level. 31. Our insurance coverage may not be sufficient or may not adequately protect us against all material hazards, which may adversely affect our business, results of operations and financial condition. Our operations are subject to risks inherent to manufacturing operations such as risk of equipment failure, work accidents, fire, earthquakes, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and environmental damage. Further, we could face liabilities or otherwise suffer losses should any unforeseen incident such as fire, flood, and accidents affect our stores and distribution centre or in the region where our stores and distribution centre are located. In order to mitigate the risk of losses from potentially harmful events, our principal types of coverage include the marine cargo annual turnover policy, burglary insurance for our stores, Mediclaim insurance for our employees. Further, our coverage includes New India Bharat Laghu Udyam Policy Suraksha Policy which covers building, furniture & fixtures, plant and machinery, stocks for our factories at Ambernath, Maharashtra (“Facility 1”), Dudhai, Gujarat (“Facility 2”) and Dudhai, Gujarat (“Facility 3”), stores situated at Maharashtra. Notwithstanding the fact of the insurance coverage we carry, we may not be fully insured against certain business risks. We cannot assure that any claim under the insurance policies maintained by us, will be honoured fully, in part, or on time. To the extent that we suffer any loss or damage that is not covered or exceeds our insurance coverage, our business, results of operations, financial condition and cash flows could be adversely affected. For further details, please see “Our Business” on page 293. While we believe that we have obtained insurance against losses that are most likely to occur in our line of business, there may be certain losses that may not be covered by the Company. Further, while there has been no past instance of inadequate insurance coverage for any loss, we cannot assure that we will continue to accurately ascertain and maintain adequate insurance for losses that may be incurred in the future. However, there have been instances whereby our Company has been unable to recover our insurance claim to the tune of ₹ 2.39 Lakhs, ₹ 41.15 Lakhs and ₹ 9.19 Lakhs with respect to loss on account of floods during the FY 2024-25, FY 2023-24 and FY 2022-23 respectively and ₹ 0.29 Lakhs with respect to loss on account of theft for the FY 2022-23. Our Company does not maintain D&O and cybercrime insurance. Further, we do not have keyman insurance policy in place. 7532. The strategic location of our stores is one of the means of attracting customers. Any development impairing the success and viability of our stores could adversely affect our business, financial condition, and results of operation. Our stores are typically located in densely populated residential areas and neighborhoods, keeping in mind accessibility and potential for future development. Sales are derived, in part, from the volume of footfalls in these locations. We plan to deepen our store network in the western suburban area of the MMR such as Mira Road, Bhayander, Virar, Vasai and also in the municipal region of Pune, Maharashtra following our cluster-focused expansion strategy. We believe that selection of suitable locations for our stores has been critical to our expansion plans. Store locations may become unsuitable and our sales volume and customer traffic may be adversely affected by various factors such as, changes in primary occupancy in a particular area from residential to commercial, competition from nearby retailers and unorganised kirana shops, changing customer demographics, fast changing lifestyle of customers, change in choices, taste and preference of customers in a particular market and the popularity of other businesses located near our stores. This could result in material and adverse effect on our business, cash flows, results of operations and financial condition. 33. Certain of our properties are not owned by us, but taken on leave and license basis. Further, our Registered Office is not located on land owned by us and we have only leasehold rights. Our inability to renew the lease agreements and/or leave and license agreements or any adverse impact on the title or ownership rights of our landlords / owners in relation to these premises may impede our operations. Certain immovable properties of our Company have been leased or licensed from lessors who are related or associated with our Company, its Promoter, Promoter Group, or Key Managerial Personnel. The details of the said properties are as follows: Area Details of Sr. Details of (Sq. Date of Actual Lease / License Lease Related the lessor No. Property Ft./ Sq. Agreement use (Tenure) Rent (in ₹) Party* /licensor Mtrs.) Jain Plaza, Office premises 1320 Leave and Bechar May 1, Retail ₹15,000 1 1, 2, 11, 111 and Sq. ft License (Tenure Raghavji Yes 2023 Store Per Month 112, Ambernath - 3 years) Patel (East)- 421501 Ground floor, Leave and Jainam License (Tenure Residency, 3500 January 1, Retail – 9 Years -slab ₹1,70,000 M/s. KBP 2 Yes Palegaon, sq. ft 2019 Store of 3 years Per Month Corporation Ambernath renewable by (East) mutual consent) Gr. Gala No. 3 Patel RPL Opp Jathar Leave and 2965 January 1, Retail ₹ 50,000 Realty 3 Hospital, License (Tenure Yes sq. ft 2024 Store Per Month Private Ambernath - 9 Years) Limited (West) Jain Plaza, Office premises Leave & License Dhanji 1320 May 1, Retail ₹15,000 4 3, 4, 10 and 110, (Tenure - 3 Raghavji Yes Sq. ft 2023 Store Per Month Ambernath years) Patel (East) - 421501 Survey No. 33/ Wareho P34, Village using 7. 975 November Lease (Tenure- ₹10,000 Hiren 5 Dudhai, Taluka and Yes acres 1, 2018 50 years) per month Bechar Patel Anjar, Kutch, Logisti Gujarat cs 76* All transactions with related parties have been undertaken at arm’s length price. Except for the above properties, all other properties have been taken on leave and license/ lease from third parties. For details, please see “Our Business- Immovable Properties” on page 388. Upon expiration of the leave and license/ lease agreements for each of our premises, we will be required to negotiate the terms and conditions. Our leave and license/ lease agreements are renewable on mutually acceptable terms and upon payment of such rent escalations as stated in the agreements. Any delay or non-payment of rent may result in vacation of the property. Our Registered Office, Distribution Centre and Facility 1 which is located at Plot M-2, Anand Nagar, Additional MIDC, Ambernath (East), Thane- 421506, Maharashtra, was allotted by the Maharashtra Industrial Development Corporation to MGN Properties LLP, vide Deed of Assignment dated December 20, 2012. MGN Properties LLP assigned to us the said premises for residual term of 92.28 years. Further, our Company has entered into an agreement of commission on sales on business with Stalwart Impex Private Limited and Usha Construction Co. (Partnership Firm through its partner Nitin A. Vador) dated November 10, 2024 for a tenure of 5 (five) years w.e.f. October 1, 2024. Pursuant to the said agreement, our Company has agreed use the property located at Ground Floor, bearing No. 1, E-2 building and Premises No. 2 in E-3 Building in Ushakiran Residency, Village Kharvai, Taluka Ambernath, District Thane, Kulgaon, Badlapur as our Retail Store and pay monthly rent amounting to ₹ 1,50,000 or 3% of the monthly sales at the specific branch, whichever is higher. Pursuant to this agreement, our Company will be subject to variable rental expenses, for the said store, that fluctuate based on the monthly sales performance of the store. As a result, our rental obligations may increase in periods of higher sales, potentially impacting our profitability and cash flows. Our Company has also taken certain properties in Maharashtra and Gujarat on leave and license for use as godown, rent free residential accommodation for our staff, warehousing and logistics purposes. We cannot assure that we will be able to renew our lease/ leave and license agreements on commercially acceptable terms or at all. If we do not comply with the terms of the leave and license/ lease agreements, it may lead to termination which would have an adverse effect on our business, and results of operations. Further, any adverse impact on the title or ownership rights of the landlords, may force us to vacate such premises and we would be required to make alternative arrangements. In the event that we are required to vacate our current premises, we could be required to make alternate arrangements for our infrastructure and there can be no assurance that the new arrangements will be on commercially acceptable terms. Apart from the above-mentioned reason, any road widening projects or other infrastructure projects in front of our stores may result in loss of frontage, thereby reducing the appeal of a store to a prospective customer. We cannot predict various infrastructure projects affecting our stores that may exist at any particular time in the future. Further, relocation of any part of our operations may cause disruptions to our business and may require significant expenditure. If we are required to relocate our business operations, we may suffer a disruption in our operations or have to pay increased charges, which could have an adverse effect on our business, results of operations, financial condition and cash flows. Further, the leave and license agreements for our stores entered into by our Company are not duly registered as per existing laws. The effect could be non-admissibility of the agreement in legal proceedings, and we may not be able to legally enforce to same, except after paying a penalty for inadequate stamping. Therefore, unless such documents are adequately stamped or duly registered, such documents may be rendered inadmissible as evidence in a court in India or may not be authenticated by any public officer and the same may attract penalty as prescribed under applicable law or may impact our ability to enforce these agreements legally, which may result in an adverse effect on the continuance of our operations and business. 7734. Any inability to comply with food safety laws, environmental laws and other applicable regulations in relation to our manufacturing facilities and stores may adversely affect our business, financial condition and results of operations. Our manufacturing operations and stores are subject to a wide range of health, safety, and environmental laws and regulations. Compliance with these laws and regulations is essential to ensure the well-being of our employees, protect the environment, and maintain our business operations. Violations of these laws and regulations can lead to fines, penalties, or litigation, which may have adverse effects on our business, financial condition, and results of operations. For example, we must adhere to the provisions of the Food Safety and Standards Act, 2006 (“FSS Act”), which sets scientific standards for food articles and regulates their manufacture, storage, distribution, and sale to ensure safe and wholesome food for human consumption and the provisions of the Insecticides Act, 1968 which regulates the import, manufacture, sale, transport, distribution and use of insecticides to prevent risk to human beings or animals. Non-compliance with licensing requirements or operating without a license under the FSS Act can result in punishable offenses and fines. To remain compliant with applicable laws and regulations, we may need to modify our operations or make capital improvements in the future. This could involve investing in new equipment or technologies, implementing additional safety measures, or making changes to our manufacturing processes. These modifications may require financial resources and could impact our operational efficiency. In addition to food safety regulations, we are also subject to laws and government regulations related to safety, health, and environmental protection. These include the Environmental Protection Act 1986, the Air (Prevention and Control of Pollution) Act, 1981, the Water (Prevention and Control of Pollution) Act 1974, and other regulations established by the Ministry of Environment and the pollution control board of Gujarat. Compliance with these environmental protection laws and regulations is crucial to minimize the impact of our operations on air and water quality, as well as to protect ecosystems and public health. Failure to comply with these laws could result in penalties, legal actions, or reputational damage. We recognize the importance of adhering to health, safety, and environmental regulations and strive to maintain a culture of compliance within our organization. We have implemented processes and procedures to ensure ongoing compliance with applicable laws and regulations. Regular monitoring, training, and internal audits are conducted to identify and address any areas of noncompliance. Any non-compliance or failure to adapt to evolving regulatory requirements could have negative consequences on our business operations, financial condition, and results of operations. Except as stated in “Outstanding Litigation and Material Developments – All criminal proceedings against our directors” on page 521, there are no other actions taken by regulatory bodies including FSSAI and the Department of Legal Metrology. 35. Information related to our installed capacities and the historical capacity utilisation of our manufacturing facilities included in this Prospectus is based on various assumptions and estimates and future production and capacity utilisation may vary. Information relating to our installed capacities and the historical capacity utilization of our Manufacturing Facilities included in this Prospectus is based on various assumptions and estimates by V N Talithaya, Chartered Engineer, as set out in their certificate dated June 10, 2025, including but not limited to those relating to the number of working days in a week, working days in a financial year and the number of shifts per working day. Such assumptions and estimates may not continue to be true and future production and capacity utilisation may vary. Calculation of the installed capacities and historical capacity utilisation of our Manufacturing Facilities by the Independent Chartered Engineer may not have been undertaken on the basis of any standard methodology and may not be comparable to that employed by competitors. 36. We are subject to risks associated with new geographic locations. As on the date of this Prospectus, our Retail Business operations are situated in Maharashtra (Thane and Raigad District). Our Retail Business has grown steadily over the years, primarily through expansion of our store network from one (1) store in FY 2007-08 to forty-three (43) stores as of May 31, 2025, across seventeen (17) cities/ suburban areas in Thane and Raigad districts of Maharashtra. As part of our expansion strategy, we plan to gradually expand our network in the western suburban area of the MMR such as Mira Road, Bhayander, Vasai, Virar and also in the municipal region of Pune, Maharashtra following our cluster-focused expansion strategy. For further details, please see “Our 78Business- Steady footprint expansion using a distinct store acquisition strategy and ownership model” on page 310. The concentration of our retail business in the state of Maharashtra subjects us to various risks, including but not limited to: a) Regional slowdown; b) Interruptions on account of adverse climatic conditions; c) Change in laws, policies and regulations of the political and economic environment; and d) Our limited brand recognition and reputation in regions other than Maharashtra. Expansion into new geographic areas will subject us to various challenges, including those relating to our lack of familiarity, presence of our competitors, difficulties in staffing and managing such operations and the lack of brand recognition and reputation in such areas. While we strive to geographically diversify our business and reduce our concentration risk, we cannot assure you that developments in Maharashtra will not impact our business. If we are unable to mitigate the concentration risk, we may not be able to develop our business effectively and our business, financial condition and results of operation could be adversely affected. 37. Our funding requirements and the proposed deployment of Net Proceeds are based on management estimates and have not been appraised by any bank or financial institution or any other independent agency and may be subject to change based on various factors, some of which may be beyond our control. We have not entered into any definitive agreements to utilise certain portions of the Net Proceeds of the Offer. We intend to use a portion of the Net Proceeds of the Fresh Issue for the purposes described in “Objects of the Offer” on page 150. The Objects of the Offer are (i) Repayment/prepayment, in full or part, of certain borrowings availed of by our Company; (ii) Funding of working capital requirements of the Company; and (iii) General Corporate Purposes. Our Company may have to revise its management estimates from time to time on account of various factors, including factors beyond its control such as market conditions, competition, cost of commodities and interest, and consequently its requirements may change. Additionally, various risks and uncertainties, including those set forth in this section, may limit or delay our Company’s efforts to use the Net Proceeds to achieve profitable growth in its business. 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. However, the deployment of the Net Proceeds will be monitored by a monitoring agency appointed pursuant to the SEBI ICDR Regulations. In accordance with sections 13(8) and 27 of the Companies Act, we cannot change the utilization of the Net Proceeds or the terms of any contract as disclosed in this Prospectus without obtaining the Shareholders’ approval through a special resolution. We may not be able to obtain the Shareholders’ approval in a timely manner, or at all, in the event we need to make such changes. Any delay or inability in obtaining such Shareholders’ approval may adversely affect our business or operations. Further, as required under Section 27 of the Companies Act, our Promoters would be required to provide an exit opportunity to the shareholders who do not agree with our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed by SEBI. The requirement to provide an exit opportunity to such dissenting shareholders may deter our Promoters from agreeing to any changes made to the proposed utilization of the Net Proceeds, even if such change is in our interest. Further, we cannot assure you that our Promoters will have adequate resources to provide an exit opportunity at the price prescribed by SEBI. For further details on exit opportunity to dissenting shareholders, please see “Objects of the Offer- Variation in Objects” on page 166. 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 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, financial condition, results of operations, cash flows and prospects. 7938. Our inability to handle risks associated with our export sales could negatively affect our sales to customers in foreign countries, as well as our operations and assets in such countries. Our Company exports its products to various countries including, Sri Lanka, UK, USA, Canada and Middle East. Any adverse changes in economic and political conditions in the countries forming part of this region may have an adverse impact on our business, results of operations, cash flows, and financial condition. Additionally, any adverse fluctuation in foreign exchange rate, unavailability of any fiscal benefits or our inability to comply with related requirements may have an adverse effect on our business and results of operations. Our Company exported its products to over 35 countries such as Sri Lanka, UAE, UK, Saudi Arabia etc. during the disclosed financial period. The table below sets forth the details of revenue generated by our Company from domestic sales and export sales during the Fiscal 2025, Fiscal 2024 and Fiscal 2023: Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount (₹ % of Amount (₹ % of Amount (₹ % of Particulars in lakhs) revenue in lakhs) revenue in lakhs) revenue from from from operations operations operations Domestic Sales 54095.22 65.91% 40,016.83 49.15% 34,197.36 33.57% Export Sales 27,226.71 33.18% 40,327.87 49.53% 66,621.44 65.41% Revenue from 81,321.93 99.09% 80,344.70 98.68% 100,818.80 98.98% sale of products Any downsizing of the scale of orders in Sri Lanka, UK, USA, Canada and Middle East region or any deterioration of the financial conditions of our customers in such region or any renegotiation of contractual terms may result in a reduction of our scope and the revenue booked against such orders. We do not secure our export sales against any insurance cover. While, in the past we have undertaken sales against sight LC issued by prime lending banks, our export sales for Fiscal 2025 is not secured by LC or similar instruments. Accordingly, our outstanding export receivables of ₹ 9,928.83 lakhs as on the year ended March 31, 2025 is not secured by any banking instruments. Accordingly, we are exposed to credit risk and we cannot assure you that we will be able to collect the whole or any part of any overdue payments. For instance, during the Fiscal 2025 we have written off an amount of ₹ 52.91 Lakhs as bad debts against export receivables. Further, there are number of factors beyond our control that might result in the loss of a client, including changes in strategic priorities resulting in a reduced level of global operations, leading to reduction in spending on logistics; a demand for price reductions; and market dynamics and financial pressures. Any failure to retain our customers in the Sri Lanka, UK, USA, Canada and Middle East region, expand the size of our business with them, or expand to new clients in new geographies could have an adverse effect on our business, profits and results of operations. The concentration of our clients in the foreign jurisdiction exposes us to adverse economic or political circumstances in such region, including on account of any on-going economic slowdown and inflationary trends in the countries forming part of the region. Any change in regulatory framework, political unrest, disruption, disturbance, or sustained downturn in the economies of countries forming part of the said region could adversely affect our clients, who could, in turn, terminate their orders or fail to award new orders to us. While in the past, we have been able to secure our receivables from our export to our customers in Sri Lanka during the political crisis in Sri Lanka, the resultant tension and unrest have had a negative impact on our trade. Further, events such as imposition of international sanctions on one or more of the countries in which we operate, changes in taxes, trade policies and treaties could also have an adverse impact on our operations. In order to mitigate the risks relating to our dependency upon certain regions, we intend to enter into additional geographies and service segments. Our failure to respond to such events or diversify our operations in a timely manner, could have an adverse effect on our business, financial condition, and results of operations. The details of geographies where our Company exports its products and revenue generated from such geographies for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 and their contribution to the total revenue from exports for the said period as per the Restated Financial Statements has been set out below: 80Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount (₹ % of Amount (₹ % of Amount (₹ % of Country in lakhs) revenue in lakhs) revenue in lakhs) revenue from from from operations operations operations Sri Lanka 5,496.60 6.70% 12,946.70 15.90% 16,976.61 16.67% UAE 176.19 0.21% 2,515.35 3.09% 16,156.63 15.86% UK 4,745.24 5.78% 7,813.56 9.60% 8,201.64 8.05% Saudi Arabia 2,447.55 2.98% 4,722.20 5.80% 2,497.95 2.45% China 145.55 0.18% 128.58 0.16% 4,707.45 4.62% Canada 4,568.59 5.57% 3,412.61 4.19% 898.94 0.88% USA 2,239.41 2.73% 1,640.65 2.02% 2,633.53 2.59% Mauritius 386.87 0.47% 751.26 0.92% 2,803.70 2.75% Singapore 27.94 0.03% 397.71 0.49% 1,933.77 1.90% Vietnam 100.28 0.12% - - 2,706.16 2.66% Others 7,016.77 8.55% 6,323.35 7.77% 7,446.19 7.31% Total* 27,350.98 33.33% 40,651.96 49.93% 66,962.58 65.74% *gross of discount, claims and provisions Accordingly, our export sales are subject to risks that are specific to each country and region in which we operate, as well as risks associated with international operations in general and more particularly the risks and uncertainties, of compliance with local laws. If we are unable to comply with such laws, our business, results of operations, financial condition and cash flows could be adversely affected. 39. Our inability to collect receivables in time or at all, default in payment from our customers and delay in payments to our creditors could result in the reduction of our profits and affect our cash flows. Our business relies heavily on the timely collection of trade receivables and the management of trade payables to maintain healthy cash flow and liquidity. The table below sets forth our trade receivables, trade payables and allowance for doubtful debts for the periods as states below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Trade receivables turnover ratio = 7.42 8.14 10.88 (Revenue/Average Trade Receivable) (Times) Trade payables turnover ratio = (Purchases of services and other expenses/Average Trade 14.68 17.43 26.80 Payables) (Times) We may witness a decline in the ratio, which may be attributed to various factors, including but not limited to economic downturns, changes in customer payment behavior, increased competition, and supply chain disruptions and may lead to challenges in timely collections and supplier payments, potentially leading to increased bad debts, liquidity constraints, and strain on working capital. Our inability to effectively address and reverse this trend in trade receivables and trade payables turnover ratios could have adverse effects on our financial performance, profitability, and cash flows. Our operations involve extending credit for extended periods of time to our dealers and certain customers and consequently, we face the risk of the uncertainty regarding the receipt of these outstanding amounts. The average trade receivable turnover day’s w.r.t our Company for the last three financial years is around 76 days (excluding Retail Business) with variation of 10 days expected as normal industry practice. As a result of such industry conditions, we have and may continue to have high levels of outstanding receivables. As per Restated Financial Statement for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 our trade receivables were ₹ 12,464.44 Lakhs, ₹ 9,655.62 Lakhs and ₹ 10,359.63 Lakhs which constitute 15.19%, 11.86%, and 10.17% of our revenue from operations, respectively. Further, of the total trade receivable we have provided for expected credit loss allowances of ₹ 279.13 Lakhs, ₹ 390.00 Lakhs and ₹ 390.00 Lakhs and have written off an amount of ₹ 80.87 Lakhs, Nil and Nil for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively. 81While we have a long-standing relationship with many of these debtors, we may not be able to effectively manage our credit risk as we enter new avenues and geographies. If our customers delay or default in making these payments, our profits could be adversely affected and it could affect our working capital cycle hence affecting our financial condition. With respect to trade payable, while we have been regular in making the payment to our vendors and suppliers on our regular basis the outstanding trade payable in excess of one year stands at ₹ 113.03 Lakhs, ₹ 99.41 Lakhs and ₹ 91.83 Lakhs representing 1.87%, 2.09% and 2.14% of our trade payable for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Further, the trade payable pertaining to MSME vendors stands at ₹ 1,319.67 Lakhs, ₹ 681.34 Lakhs and Nil representing 21.85%, 14.35% and Nil of our trade payable for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively. While we have a long-standing relationship with many of these creditors, any delay in making payment beyond the normal credit term would results in loss of cash discount including levy of interest for such delay which could adversely affect our profit, working capital cycle and affecting our financial condition. 40. We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, financial condition and cash flows. We have entered into agreements with certain banks for working capital facilities. As on May 31, 2025, we had total outstanding fund-based borrowings from banks of ₹ 16,428.82 Lakhs. Further, there have been no defaults of the restrictive covenants or events of defaults or re-scheduling/ re-structuring in relation to borrowings availed by our Company from any financial institutions or banks in the last three FYs. As on the date of this Prospectus, we have received all consents required from our lenders in connection with this Offer. The said borrowings contain certain restrictive covenants such as (i) not to formulate or enter into any scheme of merger, amalgamation, compromise or reconstruction; (ii) permit any change in the ownership or control of our Company; or (iii) effect any material change in the management or business of our Company without the bank’s prior written consent. Further, in terms of security, we are required to create a mortgage or charge over our movable and immovable properties. We may also be required to furnish additional security, if required by our lenders. Additionally, these financing agreements also require us to maintain certain financial ratios such as current ratio, debt service coverage ratio. While we are in compliance with the ratios prescribed as per our financing agreements, we cannot assure you that we will be able to comply with these financial or other covenants at all times or that we will be able to obtain the consent necessary to take actions that we believe are required to operate and grow our business. Any additional financing that we require to fund our expenditure, if met by way of additional debt financing, may place restrictions on us which may, among other things, limit our ability to pursue our growth plans, require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, meet working capital requirements and use for other general corporate purposes, limit our flexibility in planning for, or reacting to changes in our business and our industry, either through the imposition of restrictive financial or operational covenants or otherwise. 41. Our Promoters and members of our Promoter Group have given personal guarantees for loan facilities obtained by our Company. Any failure or default by our Company to repay such loans in accordance with the terms and conditions of the financing documents could trigger repayment obligations on them. Our Promoters and members of our Promoter Group have provided personal guarantees towards loan facilities taken by our Company. The table sets forth the details of guarantees given by our individual Promoters: 82Sr. Guarantee Guarantee Reason for the Period of Financial Security available Obligation No. given in amount Guarantee Guarantee Implication in on our favour of (₹ in Lakhs) case of Default Company 1 Bank of 22.50(1) Car loan facility Till all the loan Personally (i) Hypothecation of vehicle- Tata Harrier XZA Plus DT; Nil Baroda obligations have liable to the (ii) Personal guarantee by Dhanji Raghavji Patel, Bechar Raghavji been repaid in full extent of Patel and Hiren Bechar Patel guarantee amount 2 Bank of 27.65(2) Car loan facility Till all the loan Personally (i) Hypothecation of vehicle- Jeep Compass Limited Plus 4x4 Nil Baroda obligations have liable to the DSL; been repaid in full extent of (ii) Personal guarantees by Dhanji Raghavji Patel, Bechar Raghavji guarantee Patel and Hiren Bechar Patel amount 3 Yes Bank 8170.00(3) Working capital Till all the loan Personally (i) 1st Charge Pari Passu by way of Hypothecation on Current Nil Limited facilities obligations have liable to the Assets and Specific Movable Fixed Assets (except vehicles); been repaid in full extent of guarantee (ii) 1st Charge Pari Passu by way of Equitable Mortgage on amount Industrial Property (Plot No M-2, Udyog Bhawan) located at Plot no M-2, Udyog Bhawan No. 5, Additional Ambernath Industrial Area, Village Jambhivali, Ambernath (East), Thane; (iii) 1st Charge Pari Passu by way of Equitable Mortgage on Property-Commercial (Shop No 1, Vivekanand Arcade) located at Shop No 1, Basement Vivekanand arcade CHS, Ghandhi Chowk, Badlapur (East)- 421503; (iv) 1st Charge Pari Passu by way of Equitable Mortgage on Industrial Property (Plant 1 Dudhai, Kutch Property) located at Survey No. 145/1, Bhuj-Bhachau Highway No. 42, Village Dudhai, Tal Anjar, Kutch- 3701101; (v) 1st Charge Pari Passu by way of Equitable Mortgage on Industrial Property located at Survey No. 170 paiki 2, Situated at village Dudhai, Taluka Anjar, District Kutch. 83Sr. Guarantee Guarantee Reason for the Period of Financial Security available Obligation No. given in amount Guarantee Guarantee Implication in on our favour of (₹ in Lakhs) case of Default Company (vi) 1st Charge Pari Passu by way of Equitable Mortgage on Godown, Basement, Sai Arcade, Dombivli East. (vii) 1st Charge Pari Passu by way of Equitable Mortgage on RS No. 425/11 at Dhamdaka Village, Anjar, Kutch. (viii) Personal Guarantee of: 1. Dhanji Raghavji Patel; 2. Bechar Raghavji Patel and 3. Hiren Bechar Patel 4 HDFC Bank 13,240.03(4) Working capital Till all the loan Personally (i) Security Primary – Plant and Machinery, Stock, Book- Nil Limited facilities and obligations have liable to the debts, Current Assets, Fixed Deposits, Stock for Pledge, term loan been repaid in full extent of Stock for export, Export debtors. guarantee (ii) Secutity Collateral – Properties: amount (a) Office and Factory, Plot no. M-2., Anand Nagar Ambernath East, Udyog Bhavan No. 5 MIDC Additional Ambernath Industrial Area, Opp. Oriental Ltd, 421506, Addl. Ambernath ind. Area, Maharashtra, India. (b) Commercial Property/ Basement, Vivekanand Arcade, Basement, Plot no. 5, Near Bank of Baroda, Survey no. 35, Hissa no. 2 (part), situated at Revenue Village, Kulgaon Tal., Ambernath Dist. Thane 421503. (c) Factory/ Survey No. 145/1 Village Dudhai, Anjar Bhachau road, Bhuj-Bhachau Highway (Dudhai Village) Kachchh – 370110, Anjar, Gujarat, India. (d) Industrial Property at Kutch/Survey No 170/2, Bhuj Bhachau Highway, Village: Dudhai, Ta. Anjar- Kachchh, Opp. Sardar Patel High School, 370511, Kachchh, Gujarat. 84Sr. Guarantee Guarantee Reason for the Period of Financial Security available Obligation No. given in amount Guarantee Guarantee Implication in on our favour of (₹ in Lakhs) case of Default Company (e) Vacant Land S No 425/11 At Dhamdaka Village Bhuj Bachau Road Vill Dhamadka Tal: Anjar, Dist: Kutchh 370140 Opp Sp High Secondary School, 370110 Kutch (f) Commercial Property Entire Basement Floor, Behind Ganesh Mandir Road, Dombivli East, 421201 Sai Arcade, Ganesh Mandir Road, Navagaon 400610 Behind Ganesh Mandir, Dombivali East - 421201. (iii) Personal Guarantee of: Mr. Dhanji Raghavji Patel; Mrs. Smitaben Dhanji Patel; Mr. Hiren Bechar Patel; Mr. Bechar Raghavji Patel *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants pursuant to their certificate dated June 24, 2025. Notes: (1) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters. (2) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters. (3) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters. (4) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters and Smita Dhanji Patel, member of our Promoter Group. [Remainder of this page has been intentionally left blank] 8542. Any actual or alleged contamination or deterioration in the quality of our products or our raw materials could result in legal liability, damage to our reputation. We are subject to various contamination-related risks which typically affects the food industry. These risks include: (i) Relatively short-shelf life of certain products; (ii) Contamination/ spoilage of raw materials; (iii) Product tampering; (iv) Product labelling errors; (v) Improper storage of our products and raw materials; (vi) Adulteration of our products with any substance making it unfit for human consumption; (vii) Non-compliance with food safety and quality control standards; (viii) Consumer liability product claims and expense; (ix) Potential cost and disruption of product recalls. Any actual or alleged contamination or deterioration of our products (whether deliberate or accidental) could result in legal liability, damage to our reputation and may adversely affect our business prospects and consequently our results of operation and financial performance. The risk of contamination or deterioration in quality exists at each stage of our operations, from procurement of raw materials from farmers and third-party suppliers, transportation of raw materials to our Manufacturing Facilities, processing of raw materials into final products, storage and delivery to our consumers and distribution of our products to wholesalers or retailers until final consumption by consumers. We implement measures across sourcing, transportation, manufacturing, packaging and distribution to prevent contamination and ensure product quality. At the procurement stage, we conduct quality checks and source directly from trusted suppliers and farmers to maintain consistency. During transportation and storage, we implement sanitization and fumigation procedures to safeguard raw materials. In processing and manufacturing, we adhere to good manufacturing practices, emphasizing hygiene, sanitation, and cross-contamination prevention, with regular testing at critical control points for contaminants and allergens. For packaging, we use food-grade materials and vacuum sealing. Our storage and distribution systems include segregated zones to avoid cross-contamination and follow First In, First Out (FIFO) inventory method to ensure product freshness and safety. As on date, there have been no instances of contamination or quality deterioration in products manufactured or processed by our Company. However, there can no assurance that contamination of our raw materials or products will not occur during the transportation, production, distribution and sales processes, due to reasons unknown to us or beyond our control. If our products or raw materials are found to be spoilt, contaminated, tampered with, incorrectly labelled or reported to be associated with any such incidents, we may be forced to recall our products from the market and we could be subject to product liability claims, government scrutiny, investigation or intervention, product returns, resulting in increased costs and incur civil or criminal liability. Additionally, we may be subject to liabilities arising out of violations under the provisions of the Food Safety and Standards Act, 2006, applicable rules and regulations. The occurrence of any such event(s) may have a material adverse effect on our business, results of operations, cash flows and financial condition. 43. We are subject to strict quality requirements. Any failure by us to comply with quality requirements / standards may result in cancellation of existing and future orders. Our business is subject to adherence with quality standards, as per the requirements of the customers and market practice. Any failure by us to achieve or maintain compliance with these requirements or standards may adversely affect our orders from our customers. Our customers may choose our competitors over us if we fail to meet the quality standards, which may in-turn harm our reputation. In case of degradation in quality, we may also become subject to legal proceedings and commercial or contractual disputes. Further, if we incur significant liabilities for which there is no or insufficient insurance coverage; our business, financial condition and results of operations could be adversely affected. 8644. We are dependent on third parties for our transportation needs. Any disruptions may adversely affect our operations, business and financial condition. As regards our Retail Business, we have our own fleet of Eighteen (18) trucks as on May 31, 2025, which are utilised to transport the products to our stores from our Distribution Centre. In addition to our transport fleet, we also engage third party logistic solution providers, who provide transportation services on certain specific routes, in order to deliver on time to our stores and our network of retail customers to optimize the transportation costs of our products. As regards our Non-Retail Business (processing), our success depends on the uninterrupted supply and transportation of various raw materials required in the manufacture of our products and of our products to our customers or intermediate delivery points that are subject to various uncertainties and risks. We transport our raw materials, packing materials and our finished products by road, sea and air. We rely on third- party logistic companies and freight forwarders to deliver our raw materials, packaging materials and finished products. We engage with varied logistics companies on a spot basis based on delivery time, price and quality of services and do not enter into contractual relationships with such logistic companies. which is open-ended, with a stipulated notice period with rate revisions typically depending on the escalation and de-escalation of fuel prices. There may also be delay in delivery of raw materials, packaging materials and products which may also affect our business and results of operation negatively. Our ability to manufacture, transport, and sell our products is critical to our success. Any disputes with our transporters, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers on timely basis and could materially and adversely affect our product sales, financial condition, and results of operations. For Fiscal 2025, Fiscal 2024 and Fiscal 2023, the expenses incurred by our Company on clearing and forwarding charges including freight outward and freight inward was ₹ 2217.07 Lakhs, ₹ 2963.81 and ₹ 4877.15 Lakhs comprising of 2.70%, 3.64% and 4.79%, respectively, of the revenue of operations of our Company. Our operations and profitability are dependent upon availability of transportation and other logistics facilities in a time and cost-efficient manner. Accordingly, our business is vulnerable to increased transportation costs including as a result of increase in fuel costs, transportation strikes, delays, damages or losses of goods in transit and disruption of transportation services because of weather related problems, strikes, lock-outs, accidents, inadequacies in road infrastructure or other events. Although we have experienced few disruptions in the past during Covid time, any prolonged disruption or unavailability of such facilities in a timely manner could result in delays or non-supply or may require us to look for alternative sources which may be cost inefficient, thereby adversely affecting our operations, profitability, reputation and market position. Accordingly, any disruption to our third-party transportation services availed by us, due to weather, natural disaster, fire or explosion, terrorism, pandemics, strikes, government action, or other reasons beyond our control or the control of our transporters, could impair our ability to manufacture or sell our products. For instance, during lock-down imposed under the COVID-19 pandemic, our Company encountered challenges in availability of trucks and containers for supply of its products to its customers which resulted in increase of our inventory day for the FY 2020-21. Further, our transport to overseas destinations through Red Sea have witnessed disruptions which has resulted in increase in shipping and insurance costs. Failure to take adequate steps to mitigate the likelihood or potential impact of such events or to effectively manage such events if they occur could adversely affect our business. The occurrence of any of these factors could result in a significant decrease in the sales volume of our products and therefore adversely affect our financial condition, cash flows and results of operations. 45. Certain of our products are subject to seasonal variations and climatic risks. Lower revenues outside of the festive period or due to adverse climatic conditions of any Financial Year may adversely affect our business, results of operations, financial condition and cash flows. Certain of our products are subject to seasonal variations, including the foods and FMCG businesses, primarily due to increased consumption patterns of some products or derivatives in the summer and/or monsoon seasons in India. For example, a major portion of the sales of dry fruits occur between November and January in India; sales 87of cold beverages increase in the summer months; and a significant share of fresh fruit bunches are harvested in India between May and October. Additionally, climatic risks, including irregular monsoons, extreme weather events, or shifts in seasonal patterns due to climate change, may disrupt the availability or quality of raw materials, alter consumer behavior, or otherwise affect our ability to meet demand during these periods. As a result, a substantial share of the income we derive from these products is received during these periods. Because of these seasonal fluctuations, our sales and results of operations may vary each quarter, and the sales and results of operations of any given fiscal quarter may not be relied upon as indicators of the sales or results of operations of other fiscal quarters or of our future performance. 46. Our manufacturing operations may be adversely affected by strikes, work stoppages, or increased wage demands by our employees or those of our suppliers. Success of our operations also depends on availability of labour and maintaining cordial relationships with our labour force. As of May 31, 2025, we had two hundred and twenty-nine (229) permanent employees, and one thousand one hundred and seventy-one (1171) contract workers working in our stores, Manufacturing Facilities, Distribution centre and offices and admin staff. As of the date of this Prospectus, our employees are not members of any organised labour unions. Notwithstanding, strikes and lockouts as a result of disputes with our labour force may adversely affect our operations, which may have an impact on our production levels. While we have not had instance of strikes, lockouts or labour disputes in the past, we cannot assure you that we shall not experience any strikes or lockouts on account of labour disputes in the future. Such events could disrupt our operations and may have a material adverse effect on our business, financial condition and results of operations. In addition, we also may face protests from local citizens at our existing facilities or while setting up new facilities, which may delay or halt our operations. Although we have not experienced any significant disruptions at any of our manufacturing facilities, stores and Distribution Centre in the past, we cannot assure you that there will not be any disruptions in our operations in the future. Our inability to effectively respond to such events, manage our assets efficiently and resolve any disruptions, in a timely manner and at an acceptable cost, could lead to the slowdown or shutdown of our operations or the under-utilisation of our manufacturing facilities, which in turn may have an adverse effect on our business, financial condition and results of operations. 47. Our stores and processing facilities require an adequate supply of electricity, other fuel and water. Their shortage or non-availability may be adversely affect our operations. Our stores and processing facilities have significant electricity requirements. Any interruption in power supply to our stores and processing facilities may disrupt our operations. Our business, financial condition, results of operations and cash flows may be adversely affected by any disruption of operations. We depend on third parties for all of our power requirements. Further, we have limited options in relation to maintenance of power back-ups such as diesel generator sets and any increase in diesel prices will increase our operating expenses which may adversely impact our business margins. Since we have significant power consumption, any unexpected or significant increase in its tariff can increase the operating cost of our stores, Facilities and Distribution Centre. Our electricity expenses amounted to ₹ 1,031.25 Lakhs, ₹ 950.21 Lakhs, and ₹ 550.65 Lakhs, representing 1.26%, 1.17% and 0.54%, respectively, of the revenue of operations of our Company for Fiscal 2025, Fiscal 2024 and Fiscal 2023. We have also entered into a Solar Power Purchase Agreement with Bidprotrade Solutions Private Limited for supply of renewable power by installing roof top solar power plant of 1100 KWp capacity with approximate monthly average generation of 132,000 units at our Agri-cluster, for a period of 25 (twenty-five) years. However, in the markets in which we operate in, there are limited number of electricity providers due to which in case of a price hike we may not be able to find a cost-effective substitute, which may negatively affect our business, financial condition and results of operations. 48. There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on our financial condition and cash flows. There have been certain instances on delay in payment of statutory dues in last three Fiscal 2025 Fiscal 2024 and 88Fiscal 2023, which inter-alia include, goods and services tax, provident fund, employees’ state insurance, income- tax, sales-tax, which as on the date of this Prospectus has been deposited with relevant authorities. For instance, please see below instances of delay/ irregularity in payment of provident fund dues, ESIC and GST for the periods indicated: The following table depicts the delays in filing of GST returns by the Company: For the year Total number of Amount involved in Return Type Delayed filings ended returns filed delayed cases (₹ in Lakhs) Fiscal 2023 GSTR -1 24 344.16 3 Fiscal 2024 GSTR -1 24 - - Fiscal 2025 GSTR -1 24 357.27 1 Fiscal 2023 GSTR -3 24 827.30 7 Fiscal 2024 GSTR -3 24 1186.48 10 Fiscal 2025 GSTR -3 24 3323.46 17 Fiscal 2023 GSTR-9 2 - - Fiscal 2024 GSTR-9 2 - - Fiscal 2025 GSTR-9 2 - - The following table depicts the delays in the payment of other statutory dues of PF, ESI, TDS, Professional Tax and Labour Welfare fund by the Company: Governing laws Fiscal 2025 Fiscal 2024 Fiscal 2023 Contribution towards Employee Provident Fund (EPF) Total number of employees at the end of the period 215 157 162 Number of employees for whom EPF has been Paid 76 48 22 Amount involved in delayed payment cases (₹ in Lakhs) 0.23 5.46 4.24 Number of employees with delayed EPF payments 7 74 44 Contribution towards Employee State Insurance Corporation (ESIC) Total number of employees at the end of the period 215 157 162 Number of employees for whom ESIC has been Paid 90 44 19 Amount involved in delayed payment cases (₹ in Lakhs) - 0.56 0.11 Number of employees with delayed ESIC payments - 99 38 Professional Tax [PRC] Total number of employees at the end of the period 215 157 162 Number of employees for whom Professional tax has been 145 103 122 Paid Amount in lakhs involved in delayed payment cases (₹ in - - - Lakhs) Number of employees with delayed PRC payments - - - Professional Tax [PEC] Total number of locations for which PEC has been Paid 1 1 1 Amount involved in delayed payment cases (₹ in Lakhs) - - - Number of employees with delayed PEC payments - - - Tax Deducted at source (TDS) – Salary TDS for total number of employees 50 48 47 Amount involved in delayed payment cases (₹ in Lakhs) - - - 89Number of employees with delayed payment cases - - - Tax Deducted at source (TDS) – Other than Salary TDS for other than salary 255.27 233.17 314.88 Amount involved in delayed payment cases (₹ in Lakhs) - - - Number of cases with delayed TDS payments - - - Labour Welfare Fund Total number of employees at the end of the period 215 157 162 Number of employees for whom Labour Welfare has been 173 134 133 Paid Amount involved in delayed payment cases (₹ in Lakhs) - - - Number of cases of employees for whom payment is - - - delayed Tax Collected at Source TCS 2.85 2.14 - Amount involved in delayed payment cases (₹ in Lakhs) - - - Number of cases of delayed - - - Note: The amount mentioned above is for the whole period / year and No. of employees mentioned pertains to end of the period / year. As certified by Agarwal and Gupta, Chartered Accountants, pursuant to their certificate dated June 24, 2025. Delays in making statutory payments had occurred due to technical issues with the portal on various occasions, administrative difficulties, inadvertent delays and difficulties during the COVID 19 pandemic. While we have not been subject to any penalties by regulatory authorities in the past, there can be no assurance that we would not be subject to such penalties or fines in the future. There can be no assurance that such delays or non-compliances may not arise in future. This may lead to financial penalties from respective government authorities which may have a material adverse impact on our financial condition and cash flows. 49. We appoint contract labour for carrying out our operations (including our stores) and we may be held responsible for payment of wages of such workers, if the independent contractors through whom such workers are hired default on their payment obligations. Such obligations could have an adverse impact on our results of operations, cash flows and financial condition. In order to retain flexibility and control costs, we appoint independent contractors who in turn engage onsite contract labourers for performing certain of our ancillary operations, including, assisting in loading and unloading, material handling, operators, maintenance and repairs, unskilled work, housekeeping, salespersons at our stores and security activities. As of May 31, 2025, we had 1005 contract labourers at our stores and at our Distribution Centre and Facility 1, 166 contract labourers at our Facility 2 and at our Agri-cluster, who are not on our payrolls. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we engaged 575, 648 and 674 contract labourers at our stores, Distribution Centre, and Facility 1, and 187, 119 and 54 contract labourers at Facility 2 and Agri-cluster, respectively, not on our payroll. The number of contract labourers vary from time to time based on the nature and extent of work contracted to independent contractors. Although we do not engage these labourers directly, we may be held responsible for any wage payments to be made to such labourers in the event of default by such independent contractors, including any incorrect disclosure by such independent contractor with respect to the applicability of the provision of the CLRA, as amended. All contract labourers engaged at our facilities are assured minimum wages that are fixed by the state governments from time to time. Any upward revision of wages that may be required by the state government to be paid to such contract labourers, or offer of permanent employment or the unavailability of the required number of contract labourers, may adversely affect the business and future results of our operations. 9050. Our Company depends on the skills, knowledge and experience of our Promoter, Key Management Personnel and Senior Management for our growth. The loss of their services may have a material adverse effect on our business, financial condition, and results of operations. We primarily depend and benefit from the strategic guidance, knowledge, skills and experience of our Promoters- Dhanji Raghavji Patel (Chairman and Managing Director and Key Managerial Personnel) and Bechar Raghavji Patel (Whole-time Director, and Key Managerial Personnel), who are instrumental in developing business strategies, monitoring its successful implementation and meeting future challenges. Further, complementing his vision, Rahul Dhanji Patel (Chief Executive Officer), Bharat Haribhai Patel (Chief Operating Officer, Key Managerial Personnel) and Mahesh Haribhai Patel (General Manager- Retail, Senior Management) ably assist in conducting our day-to-day operations and execution of strategies. Dhanji Raghavji Patel, Bharat Haribhai Patel and Mahesh Haribhai Patel collectively, have several years of experience in managing our various businesses, which makes our Company dependent on their expertise for our growth and therefore difficult to replace them in the near future. While Dhanji Raghavji Patel, Bharat Haribhai Patel and Mahesh Haribhai Patel do not possess educational qualifications, our Company has been able to use their experience for the growth since inception. For further details, please see “Brief Profiles of our Directors (Qualifications and Experience) and Key Managerial Personnel of our Company and Senior Management Personnel of our Company” on pages 427 and 436, respectively, of this Prospectus. If their involvement in our business reduces in the future, we may be unable to implement our plans as anticipated or maintain administrative control as we currently do, which in turn could adversely affect our business, results of operations, financial condition and prospects. We cannot ascertain whether the lack of required educational qualifications of our Promoters, and SMP forming part of Promoter group have impacted the growth of our business nor can we assure that lack of required education qualifications may impact our potential future growth. However, as a continuous process to improve talent pool, our Company has actively engaged in training of our employees, departmental and internal hiring of high-performing employees. In the event we are unable to attract and retain managerial personnel or our Key Managerial Personnel / Senior Management joins our competitors or venture into competing businesses, our ability to conduct efficient business may be impaired. The loss of services of our Promoter, such Key Managerial Personnel or Senior Management and our inability to retain them may have an adverse effect on our business, results of operations, and financial condition. If their involvement in our business reduces in future, we may be unable to implement our plans as anticipated or maintain administrative control as we currently do. 51. Certain of our Promoters and Directors have interests in us, other than reimbursement of expenses incurred in the ordinary course of business in their capacity as Directors and normal remuneration or benefits. Our Promoters and Directors- Dhanji Raghavji Patel (Chairman and Managing Director) and Bechar Raghavji Patel (Whole-time Director) are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of the Equity Shares held by them in our Company and dividend payable, if any, and other distributions in respect of the Equity Shares held by them or the shareholding of their relatives; (iii) of remuneration and reimbursement of expenses, if any, payable to them; (iv) of unsecured loans provided by them to our Company and interest payable to them on the said loans; (v) rent payable to them as regards use of commercial properties situated at Ambernath, Maharashtra for our retail stores. Further, our Promoter and Non-Executive Director- Hiren Bechar Patel is interested in our Company to the extent: (i) of Equity Shares held in our Company and dividend payable, if any, and other distributions in respect of the Equity Shares held by him or the shareholding of his relatives; (ii) rent payable to him as regards use of property situated at Anjar, Kutch, Gujarat for warehousing and logistics purposes; and (iii) of remuneration and reimbursement of expenses, if any, payable to him. Please see “Our Promoters and Promoter Group- Interest of our Promoters” on page 442 and “Our Management- Interest of our Directors” on page 427. 52. Our Promoters and Directors Dhanji Raghavji Patel (Chairman and Managing Director) and Bechar Raghavji Patel (Whole-time Director) and Hiren Bechar Patel (Non-Executive Director) do not possess educational qualifications in the field in which our Company operates. Our Promoters and Directors- Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel do not possess educational qualifications in the field in which our Company operates. However, they have been associated with our Company since its inception and have built the business. For further details, please see “Our Management- 91Brief Profile of our Directors” on page 427. Our future success will depend on, among other things, the ability of our Company to evolve with the changing landscape of the business verticals in which we operate. 53. Our Promoters will continue to collectively hold majority of the shareholding in our Company, after completion of this Offer. As on the date of this Prospectus, our Promoters collectively hold 89.37% of the Equity Share capital of our Company. For further details of their shareholding pre and post-Offer, please see “Capital Structure- History of build-up of our Promoters’ shareholding and lock-in of Promoters’ shareholding (including Promoters’ contribution) - Build-up of our Promoters’ equity shareholding in our Company” on page 137. After the completion of the Offer, our Promoters will continue to collectively hold majority of the shareholding of our Company. As a result, our Promoters will continue to exercise significant influence over our business policies and affairs, including being able to control the composition of our Board, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends, investments, lending, capital expenditures and determine matters requiring Shareholders’ approval or approval of our Board. Such concentration of ownership by our Promoters could delay, defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination involving us, discourage or encourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. There can be no assurance that our Promoters will act to resolve any conflicts of interest in our favour. Any such conflict may adversely affect our ability to execute our business strategy or operate our business. For further information on interests of our Promoters in the Company, please see “Our Promoters and Promoter Group- Interests of our Promoters” and “Our Management- Interest of our Directors” on pages on page 442 and 427, respectively. 54. Our Promoters Dhanji Raghavji Patel, Bechar Raghavji Patel, Key Managerial Personnel Rahul Dhanji Patel, Bharat Haribhai Patel and Senior Management Mahesh Haribhai Patel, by virtue of their positions have the power to influence decisions pertaining to the Company. Our Promoters Dhanji Raghavji Patel, Bechar Raghavji Patel, Key Managerial Personnel Rahul Dhanji Patel, Bharat Haribhai Patel and Senior Management Mahesh Haribhai Patel are related to each other. For further details, please see “Our Management- Relationship between our Directors, Key Managerial Personnel or Senior Management” on page 423. Further, they hold Equity Shares in the Company. For further details, please see “Our Management-Shareholding of our Directors in our Company” and “Our Management- Shareholding of our Key Managerial Personnel and Senior Management of our Company” on page 427 and 438, respectively. By virtue of their positions and shareholding in our Company, the said persons have the power to control management and policy decisions in concert, which may or may not be in the interests of our Company. While three (3) Independent Directors have been appointed on our Board to mitigate the said risk, there can be no assurance that the Promoters, Key Managerial Personnel and Senior Management act in the best interests of our Company. 55. We benefit from our relationship with one of our Promoters- Dhanji Raghavji Patel and our business and growth prospects may decline if we cannot benefit from this relationship. We benefit in many ways from our relationship with one of our Promoters- Dhanji Raghavji Patel on account of his knowledge and experience in the industry in which we operate. For brief profiles of our Promoter, Chairman and Managing Director- Dhanji Raghavji Patel, please see “Our Management- Brief Profiles of our Directors (Qualifications and Experience)” on page 427. Our growth and future success are influenced, in part, by our continued relationship with him. There is no assurance that we will be able to continue to take advantage of the benefits from these relationships in the future. If we lose our relationship with our Promoters for any reason, our business and growth prospects may decline and our financial condition and results of operations may be adversely affected. 9256. Our ability to pay dividends in the future will depend upon our future earnings, cash flows, working capital requirements and capital expenditures and the terms of the financing agreements. The declaration and payment of dividends will be recommended by the Board and approved by the Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. Our Company has a formal dividend policy as adopted by our Board pursuant to its resolution dated December 30, 2023. Our Company has paid interim and final dividend of ₹ 1/- per Equity Share for the Fiscal 2023. For further information, please see “Dividend Policy” on page 449. Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working capital requirements, capital expenditure and restrictive covenants of our financing arrangements. We may retain all future earnings, if any, for use in the operations and expansion of our business. Additionally, our ability to pay dividends may also be restricted by the terms of financing arrangements that we may enter into. For details, please see “Financial Indebtedness” on page 516. We cannot assure you that we will be able to pay dividends in the future. 57. Our Company has entered into related party transactions in the past and may continue to do so in future. There can be no assurance that such transactions will not have an adverse effect on our results of operations, and financial condition. Our Company has entered into related party transactions in the past and may continue to do so in future. There can be no assurance that such transactions will not have an adverse effect on our results of operations, and financial condition. We have in the ordinary course of business, entered into transactions with related parties in the past and are likely to do so in the future. These transactions typically include remuneration to our Executive Directors, Key Managerial Personnel, interest paid to our Directors not exceeding 12% per annum towards unsecured loans provided by them, and rent paid to our Directors for use of premises. For details, please see “Our Management- Interest of our Directors” and “Our Promoters and Promoter Group-Interest of our Promoters” on pages 427 and 442, respectively. The related party transactions can be summarized broadly under the category such as remuneration (₹ 268.82 Lakhs, ₹ 246.65 Lakhs and ₹ 179.60 Lakhs), loan taken (₹ 749.23 Lakhs, ₹ 530.41 Lakhs and ₹ 1,991.03 Lakhs), loan repaid (₹ 1198.98 Lakhs, ₹ 1,311.71 Lakhs and ₹ 1,731.41 Lakhs), sale of good (₹ 731.31 Lakhs, ₹ 181.01 Lakhs and ₹ 113.01 Lakhs) and purchase of goods ( ₹ 16.73 Lakhs, ₹ 21.06 Lakhs and ₹ 37.44 Lakhs), rent paid (₹ 25.60 Lakhs, ₹ 25.20 Lakhs and ₹ 25.20 Lakhs), interest on unsecured loan (₹ 142.78 Lakhs, ₹ 142.50 Lakhs and ₹ 153.21 Lakhs), sitting fees (₹ 2.32 Lakhs, ₹ 0.72 Lakhs and Nil), reimbursement of expenses (₹ 7.02 Lakhs, ₹ 5.15 Lakhs and ₹ 4.05 Lakhs) for the financial period covered under this Prospectus i.e., Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The table below sets forth a summary of our related party transactions for the Fiscal 2025, Fiscal 2024 and Fiscal 2023. The table below sets forth a summary of our related party transactions for the Fiscal 2025, Fiscal 2024 and Fiscal 2023: (₹ in Lakhs) Nature of Sr. Transactions Related parties 2024-25 2023-24 2022-23 No. during the year Director 75.00 75.00 60.00 Remuneration Interest on loan 98.30 92.14 107.83 (i) Dhanji Raghavji Patel Rent 1.80 1.80 1.80 Loan taken 749.23 484.51 1,146.50 Loan Repaid 1198.98 960.68 1,731.41 Director 48.00 40.00 12.00 Remuneration Interest on loan 44.75 44.66 45.37 (ii) Bechar Raghavji Patel Rent 1.80 1.80 1.80 Loan taken - - 544.54 Loan Repaid - - - 93Nature of Sr. Transactions Related parties 2024-25 2023-24 2022-23 No. during the year Director - 8.00 12.00 Remuneration Interest on loan - 5.70 - Rent 1.20 1.20 1.20 (iii) Hiren Bechar Patel Sitting Fees 2.32 0.72 - Loan taken - 45.90 300.00 Loan Repaid - 351.03 - Ashwin Shavji Patel Salary - - 6.00 (iv) Patel R Choice (Prop Ashwin Purchases 16.73 19.34 Patel) Sales - - 113.10 (v) Mahesh Haribhai Patel Salary 30.00 30.00 24.00 Salary 45.00 45.00 36.00 (vi) Bharat Haribhai Patel Reimbursemen 7.02 5.15 4.05 t of Expenses (vii) Rahul Dhanji Patel Salary 30.00 30.00 24.00 (viii) Shavji Jesha Patel Salary - - 2.00 (ix) PRPL Garments Private Ltd Purchase - 1.72 37.44 (x) Ananthibhain S Patel Salary - - 3.60 (xi) Manish Rambabu Agarwal Salary* 30.00 14.03 - M/s. KBP Corporation 20.80 (xii) (Partnership Firm of Komal Rent 20.40 20.40 Rahul Waghela) (xiii) Deepesh Sanjay Somani Salary** 0.91 4.62 - (xiv) Patel Maritime (India) Pvt. Ltd. Sales 731.31 181.01 - (xv) Prasad R. Khopkar Salary 9.91 - - * Manish Rambabu Agarwal was paid a remuneration of ₹11.17 Lakhs in the capacity of Director – Finance upto October 10, 2023 and a remuneration of ₹14.03 Lakhs in the capacity of Chief Financial Officer. **Deepesh Sanjay Somani has tendered his resignation from his position as Company Secretary effective from May 06, 2024. For detail, related to outstanding balance of our related party transactions, see “Restated Financial Statements” –Related party disclosure on page no. 450 of this Prospectus. The related party transactions are on arm’s length basis and are in compliance with the Companies Act, 2013, SEBI Listing Regulations, relevant Accounting Standards and other statutory compliances. However, there can be no assurance that we could not have achieved more favourable terms, had such transactions been entered with third parties. Post listing, all related party transactions that we may enter into, will be subject to the approval of the Audit Committee, Board and Shareholders, as applicable, and in compliance with the applicable accounting standards, provisions of the Companies Act and SEBI Listing Regulations (as amended) and other applicable law, in the interest of the Company and minority shareholders. We cannot assure you that our existing agreements and any such future transactions, will be in the interest of our Company and minority shareholders or will not have an adverse effect on our financial condition and results of operations. 9458. Failure to comply with export obligation may expose us to significant import duties and other penalties. Our Company is permitted to import wheat, under the Advance Licensing scheme of the Government of India. As per the terms of the license issued, we are required to complete exports (“Export Obligations”) of wheat within one hundred and eighty (180) days from the date of clearance of each import consignment and no extension of such period is allowed. In case of non-fulfilment of Export Obligations, a penalty equal to five times of the CIF value of the imported materials, corresponding to the shortfall of Export Obligations shall be imposed in addition to payment of applicable duty. However, there have been no instances of non-compliance with Export Obligations in the past. 59. Our Company benefits from certain export benefits which are subject to the policies and decisions of the Government. Any adverse change or discontinuation in the policies relating to the benefits availed by us, may affect our future results of operations. We have availed benefits under certain export promotion schemes such as Duty Drawback Scheme (“DDS”) and Remission of Duties and Taxes on Exported Products (“RoDTEP”) in relation to our operations which amounted to ₹ 381.39 Lakhs, ₹ 770.36 lakhs and ₹ 908.81 lakhs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The DDS and the RoDTEP enable us to claim rebate of all hidden central, state and local duties / taxes / levies on the goods exported which have not been refunded under any other existing scheme. We cannot assure you that we would continue to be eligible for such incentives, export schemes or any other benefits. New or revised accounting policies or policies related to tax, duties or other such levies promulgated from time to time by the relevant authorities may significantly affect our results of operations. The reduction or termination of our tax incentives and export promotion schemes, or non-compliance with the conditions under which such tax incentives and export promotion schemes are made available, will increase our costs and adversely affect our business, prospects, results of operations and financial condition. 60. We may not be successful in implementing our business strategies. Our inability to manage our business strategies could have an adverse effect on our business, financial condition, cash flows and profitability. The success of our business will depend greatly on our ability to effectively implement our growth strategies. For further details on our strategies, please see “Our Business- Key Strategies” on page 319. There can be no assurance that we will be able to successfully execute our strategies, which may adversely affect our business, financial condition, cash flows and results of operations. We expect our strategies to place significant demands on our management and other resources and require us to continue developing and improving our operational, financial and other internal controls. Our inability to manage our business and strategies could have an adverse effect on our business, financial condition, cash flows and profitability. 61. The loss of certain independent certification of our products could have an adverse effect on our reputation, results of operations, financial condition and cash flows. As on the date of this Prospectus, we hold valid quality certifications including inter-alia the following: (i) BRCGS Food Safety certificate for Factory 1; (ii) Halal Certificate for Factory 1; (iii) Kosher certificate for Factory 1; (iv) Certificate of registration on food management system (ISO 22000:2018) for Facility 1, Facility 2 and Facility 3 (Unit IV). We could lose the certifications for certain of our products if we are not able to adhere to the quality standards and specifications required under such certifications or failure to renew such certifications. The loss of any independent certification may restrict our ability to export our products outside India, which could have an adverse effect on our reputation, results of operations, financial condition and cash flows. If we fail to comply with the requirements for applicable quality standards, or if otherwise unable to obtain or renew such quality certifications in the future, in a timely manner, or at all, our business and prospects will be adversely affected. 9562. Our inability to promptly identify and respond to changing customer preferences or evolving trends may decrease the demand for our products, which may adversely affect our business, results of operations, cash flows. Our wide range of product offerings focus on foods, non-food (FMCG), general merchandise and apparel. Our ability to continuously upgrade our product range to address shift in customer preferences, just- in- time inventory availability and changes in demand has helped us to maintain a diversified product portfolio. We have launched packages of various sizes for our products. For example, our powder spices are available in packages of 100 gms to 10 kgs, whereas our blended spices will be available in as small as a pouch that is ₹ 5 sachet, ₹ 10 sachet, 50 grams to 500 grams box packs. The markets for some of our products such as home and personal care and apparel are characterized by frequent changes, particularly customer preferences, new products and product variant introductions. We plan our products based on the forecast of customer buying patterns as well as on forecasted trends and customer preferences. Any mismatch between our forecasts, our planning and the actual purchase by customers can impact us adversely, leading to excess inventory or understocking. We rely on the continued demand for our products in the markets we are present in. Before we can introduce a new product, we successfully execute a number of steps including successful market research, customer acceptance of our new products, scaling our vendor and infrastructure networks to increase / change the nature of our inventory. Our continued success depends on our ability to anticipate, gauge and react in a timely and cost-effective manner, to changes in customer tastes for our products, as well as to where and how customers shop for those products. We seek to gain insights on customer preferences or evolving trends by adopting a series of initiative such as meticulously analysing sales data from its retail stores, examining factors such as product performance, sales volume, and regional variations, robust inventory management system which provides information on real time basis, review and understand competitor activities through study of industry specific report, monitor their activities, including their product offerings, pricing strategies, promotional campaigns, in-store customers feedback, customers suggestions, monitoring various social media platforms to gauge customer sentiments and gather insights into trending topics and discussions. We must continuously work to stock and retail new products, maintain and enhance the recognition of our brands, achieve a favourable mix of products, and refine our approach as to how and where we market and sell our products. While we try to introduce new products or variants based on our customer preference analysis, we recognise that customer tastes cannot be predicted with certainty and can change rapidly, and that there is no certainty that these will be commercially viable or effective or accepted by our customers. If we are unable to foresee or respond effectively to the changes in market conditions, there may be a decline in the demand for our products, thereby reducing our market share, which could adversely affect our business and results of operations. 63. Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products or manage our inventory. We strive to keep optimum inventory with wholesalers, distributors and dealers to control our costs and working capital requirements. To maintain an optimal inventory, we monitor our inventory levels based on our projections of demand as well as on a real-time basis. Although our Manufacturing Facilities enables us to fulfil large orders in minimal lead time, unavailability of products, due to high demand or inaccurate forecast, may result in loss of sales and adversely affect our customer relationships. We manage our inventory by constantly monitoring and tracking our current inventory levels, while keeping a small portion of reserve stock, based on our forecast for customer demand. Our management analyses historical sales data, examines the trends, patterns and seasonality in customer purchasing behavior, real-time tracking of inventory level using our robust inventory management system, following demand sensing techniques, market analysis, including competition mapping, interaction with our suppliers and wholesalers to ascertain potential future demand and product assortment. For instance, these management analysis techniques help us to predict demand for seasonal products such as gifting hamper for Dipawali, thus minimising our loss on unsold items. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale. Inventory levels in excess of customer demand may result in inventory write-offs and the sale of excess inventory at discounted prices, which may cause our gross margin to suffer and could impair the strength of our brand. On the other hand, in the case 96we experience shortage of products, we may be unable to meet the demand for our products, and our business and operating results could be adversely affected. Therefore, an inaccurate forecast can also result in an over-supply of products, which may increase inventory costs, negatively impact cash flow, reduce the quality of inventory, shrinkages and ultimately lead to reduction in margins. Further, some of our raw materials can become old and may lose its natural properties. Any of the aforesaid circumstances could have a material adverse effect on our business, results of operations and financial condition. During the Fiscal 2025, Fiscal 2024 and Fiscal 2023 our inventories were ₹ 14,371.97 Lakhs, ₹ 12,700.16 Lakhs and ₹ 7,667.65 Lakhs, representing 17.51%, 15.60% and 7.53% of our revenue from operations, respectively. Further, if we fail to convert the inventory, we purchase by manufacturing our products, we may be required to write-down our inventory or pay our suppliers without new purchases, or create additional vendor financing, all of which could have an adverse impact on our income and cash flows. 64. Inability to manage losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact on us. Our business and the industry we operate in are vulnerable to the problem of product shrinkage. Shrinkage at our stores or our distribution centres may occur through a combination of shoplifting by customer, pilferage by employee, damage, obsolescence and expiry and error in documents and transactions that go un-noticed. The retail industry also typically encounters some inventory loss on account of employee theft, shoplifting, vendor fraud, credit card fraud and general administrative error. Our business operations also involve a majority of cash transactions. An increase in product shrinkage levels at our existing and future stores or our Distribution Centre and Facility 1 may force us to install additional security and surveillance equipment, which will increase our operational costs and may have an adverse impact on our profitability. Further, we cannot assure you whether these measures will successfully prevent product shrinkage. Furthermore, although we have cash management procedures and controls in place, there are inherent risks in cash management including, theft and robbery, employee fraud and the risks involved in transferring cash from our stores to banks. Additionally, in case of losses due to theft, fire, breakage or damage caused by other casualties, there can be no assurance that we will be able to recover from our insurer the full amount of any such loss in a timely manner, or at all. For instance, our Company has been unable to recover insurance claim to the tune of ₹ 0.29 Lakhs with respect to loss on account of theft for the FY 2022-23. In addition, if we file claims under an insurance policy it could lead to increases in the insurance premiums payable by us or the termination of coverage under the relevant policy. 65. Our business relies on the performance of our information technology systems. Any interruption or failure to migrate to more advanced systems in the future may have an adverse effect on our business, results of operations, cash flows and financial condition. Our information technology system is critical to our business. We have adopted information technology policies to assist us in our operations. We utilize an enterprise resource planning solution, Sanvik (Oracle) and Tallyprime (ERP), which assists us with various functions including customer relationship management, human resources and supply chain management. For details, please see “Our Business - Information Technology” on page 360. Our Company’s information technology systems may not always operate without interruption and may encounter temporary abnormality or become obsolete, which may affect its ability to maintain connectivity with our stores and distribution centre. If we experience an interruption or a reduction in the performance, reliability or availability of our technology architecture from man-made or natural causes, our operations and ability to manage our administrative systems could be adversely impacted. Any technical failures associated with our information technology system, including those caused by power failures, computer viruses and other unauthorized tampering, may affect our operations. We cannot assure that we will be successful in developing, installing, running and migrating to new software systems or systems as required for its overall operations. Even if we are successful in this regard, significant capital expenditures may be required, and it may not be able to benefit from the investment immediately. We may be subject to cyber-attacks and other cyber-security risks and threats, including computer break-ins, phishing, and social engineering. Cyber-security vulnerabilities may put us at risk for possible losses due to fraud, 97operational disruptions, or the unintended dissemination of sensitive personal information, proprietary information or confidential information. We may also be subject to liability as a result of any theft, loss, unauthorized disclosure or misuse of confidential, sensitive and/ or personal information stored on our systems, including medical data of our patients. While no such instances have occurred in the past, we cannot assure you that such instances will not occur in the future. The development of our information technology system is generally outsourced to third party suppliers, over which we have limited control. Failure by such third-party suppliers to adequately secure or manage our information and systems, as well as their discontinuation of existing products and services that we rely on, may adversely affect our operations, reputation, results of operations, and business. All of these may have a material adverse impact on our business, results of operations and profitability. 66. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect our business, results of operations and reputation. Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and serious harm to our reputation. There can be no assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees may also commit errors that could subject us to claims and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of operations and goodwill could be adversely affected. 67. Our Group Companies PRPL Garments Private Limited has incurred losses in Fiscal 2024, Fiscal 2023 and Fiscal 2022 and Patel Maritime (India) Private Limited has incurred losses in Fiscal 2022. Our Group Company, PRPL Garments Private Limited has incurred losses during the Fiscal 2024, Fiscal 2023 and Fiscal 2022. Further, our Group Company, Patel Maritime (India) Private Limited has incurred losses during the Fiscal 2022. For further details, please see “Our Group Companies” on page 537. We cannot assure you that our Group Companies will not incur losses in the future, or that such losses will not adversely affect our reputation or our business. 68. Industry information included in this Prospectus has been derived from an industry report prepared by Dun & Bradstreet, exclusively commissioned and paid for by us for such purpose. This Prospectus contains information from an industry report titled “Industry Report on Food & Grocery Retailing and Food Processing” (“D&B Report”) prepared by Dun & Bradstreet Information Services Private Limited (“D&B”), an independent third-party research agency, commissioned and paid for by us, exclusively for the purpose of the Offer, for an agreed fee. Our Company commissioned this report for the purpose of confirming our understanding of the food and grocery retailing and food processing industry in India. D&B has advised that it has taken utmost care to ensure accuracy and objectivity while developing the report based on information available in its proprietary database, and other sources considered by it as accurate and reliable including the information in public domain. The D&B Report also highlights that all forecasts in the report are based on assumptions considered to be reasonable by D&B; however, the actual outcome may be materially affected by changes in the industry and economic circumstances, which could be different from the projections. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions vary widely among different industry sources. Further, such assumptions may change based on various factors. There can be no assurance that D&B Report’s assumptions are correct or will not change and, accordingly, our position in the market may differ from that presented in this Prospectus. Further, the commissioned report is not a recommendation to invest or disinvest in our Company. Prospective Investors are advised not to unduly rely on the commissioned report or extracts thereof as included in this Prospectus, when making their investment decisions. The data used in these sources may have been reclassified by us for the purposes of presentation and may also not be comparable. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying 98assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. In view of the foregoing, Investors may not be able to seek legal recourse for any losses resulting from undertaking any investment in the Offer pursuant to reliance on the information in this Prospectus based on, or derived from, the D&B Report. Investors should consult their own advisors and undertake an independent assessment of information in this Prospectus based on, or derived from, the D& B Report before making any investment decision regarding the Offer. Please see “Industry Overview” on page 196. For the disclaimers associated with the D&B Report, please see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation- Industry and Market Data” on page 21. 69. Any adverse revision to our credit rating by rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such funding is available. The cost and availability of capital, amongst other factors, is dependent on our credit ratings. As of July 4, 2025 Acuite, has reaffirmed its rating of Acuite BBB for long term bank facility, cash credit, working capital demand loan and term loan and have provided Acuite A3+ rating for pre/post shipment credit and bank guarantee to the tune of ₹ 22,574 Lakhs, availed by our Company. The outlook is stable. Ratings reflect a ratings agency’s opinion of our Company’s financial strength, operating performance, strategic position and our ability to meet our obligations. While our ratings have not been downgraded in the past, any adverse change in credit ratings assigned to our Company or our borrowing limits in the future may impact our ability to raise additional funds and/ or interest cost at which we borrow additional funds and could have an adverse effect on our business, and results of operations. Certain restrictive covenants may also become applicable as regards our indebtedness, in case of downward revision in ratings. 70. The average cost of acquisition of Equity Shares held by our Promoters and the Selling Shareholders may be less than the Offer Price. The average cost of acquisition of Equity Shares held by our Promoters Selling Shareholders may be less than the Offer Price. The details of the average cost of acquisition of Equity Shares held by our Promoters Selling Shareholders are set out below: Name Number of Equity Shares of face Weighted average price of value of ₹10 acquired since Equity Shares acquired since inception inception# (in ₹) Promoter Selling Shareholders Dhanji Raghavji Patel 1,62,86,528 7.57 Bechar Raghavji Patel 46,72,000 1.56 Promoter Hiren Bechar Patel 6,40,000 1.56 Rahul Dhanji Patel 6,40,000 Nil # As certified by our Statutory Auditors- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. 71. Increase in bank charges for usage of electronic data capture machine may adversely affect our results of operations and financial condition. Our operations require usage of electronic data capture machine in all our stores for collecting payments from customers which comes at a cost as well as a yearly charge by banks. We also provide unified payments interface based payment options to our customers. Our Company has incurred electronic data capture machine charges of ₹ 103.87 Lakhs, ₹ 118.55 Lakhs and ₹ 121.97 Lakhs constituting 0.13%, 0.15% and 0.12% of total expenses for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Increase in bank charges or charges by wallet service providers in this regard may have an adverse effect on our business, results of operation, cash flows and financial condition, since we may not be able to pass on the cost to our customers. 9972. Our Independent Director and certain members of our promoter group have not filed Income Tax Returns (“ITR”). As on the date of this Prospectus, one of our Independent Director and certain members of our promoter group have not filed ITRs for any financial year. The names of the persons who have not filed ITR are as under: Sr. No Name Status Consequences of non-filing of ITR 1 Harshini V Independent Nil, as the total taxable income is less than the basic Jadhav * Director exemption limit under the Income Tax Act, 1961. 2 Jakhibenhari Member of Nil, as the total taxable income is less than the basic Verat Promoter Group exemption limit under the Income Tax Act, 1961. 3 Asmita Dhanji Member of Nil, as the total taxable income is less than the basic Patel Promoter Group exemption limit under the Income Tax Act, 1961. 4 Arunaben Patel Member of Nil, as the total taxable income is less than the basic Promoter Group exemption limit under the Income Tax Act, 1961. 5 Patel Bhartiben Member of Nil, as the total taxable income is less than the basic Rameshbhai Promoter Group exemption limit under the Income Tax Act, 1961. 6 Kuvarben Member of Nil, as the total taxable income is less than the basic Harkhabhai Nor Promoter Group exemption limit under the Income Tax Act, 1961. 7 Chaudhari Member of Nil, as the total taxable income is less than the basic Shantaben Promoter Group exemption limit under the Income Tax Act, 1961. Narashibhai 8 Patel Shantaben Member of Nil, as the total taxable income is less than the basic Ratilal Promoter Group exemption limit under the Income Tax Act, 1961. 9 Hari Verat Member of Nil, as the total taxable income is less than the basic Promoter Group exemption limit under the Income Tax Act, 1961. *Harshini V Jadhav has filed her ITR Assessment Year 2024-25 on 15th January 2025. While there are certain criteria/ thresholds prescribed for filing of tax return by individuals, in the event cognizance is taken by certain authorities as otherwise in relation to the aforesaid individuals, it may result in penal actions against the said persons, which may affect our reputation. 73. None of our Independent Directors have experience of being a Director of a public limited company. Our Independent Directors do not have the experience of being directors/ holding directorships of public listed companies. Accordingly, they have limited exposure as regards managing the affairs of a listed company which inter-alia entails several compliance requirements and scrutiny of affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, our Company will be required to adhere strict standards pertaining to accounting, corporate governance and reporting that it did not require as an unlisted company. Our Company will also be subject to the SEBI Listing Regulations, which will require it to file audited annual and unaudited quarterly reports with respect to its business and financial condition. If the Company experiences any delays, we may fail to satisfy the reporting obligations. Further, as a publicly listed company, our Company will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of our Company’s disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, the Board of our Company may have to provide increased attention to such procedures and their attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of operations and financial condition. 10074. We have in this Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the Indian, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies. Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial performance have been included in this Prospectus. We compute and disclose such non-GAAP financial measures and such other industry related statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance, and because such measures are frequently used by securities analysts, investors and others to evaluate the operational performance of Food & Grocery Retailing and Food Processing, many of which provide such non- GAAP financial measures and other industry related statistical and operational information. Such supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are cautioned against considering such information either in isolation or as a substitute for an analysis of our audited financial statements as reported under applicable accounting standards disclosed elsewhere in this Prospectus. These non-GAAP financial measures and such other industry related statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology hat is applicable across the industry and therefore may not be comparable to financial measures and industry related statistical information of similar nomenclature that may be computed and presented by other companies. For further information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Non-GAAP Measures” on page 487. 75. We have certain contingent liabilities that have been disclosed in the Restated Financial Information, which if they materialise, may adversely affect our business, results of operations, financial condition and cash flows. Our contingent liabilities comprised of disputed tax liability and bank guarantee. While the contingent liabilities in the form of disputed tax liability have since extinguished on account of CIT Appeals order dated June 28, 2024 in the favor of the Company, the outstanding bank guarantee as of Fiscal 2025 is ₹ 67.80 Lakhs. Where the bank guarantee is invoked against the Company, the working capital, financial condition, results of operations may adversely adverse impact on our business. Further, where in any appeal is filed by the tax authorities against the order of CIT Appeals our Company will be subject to contingent liabilities in the form of disputed tax liabilities. Our contingent liabilities may become actual liabilities and if a significant portion of these liabilities materialise, it could have an adverse effect on our business, financial condition and results of operations. There can be no assurance that we will not incur similar or increased levels of contingent liabilities in the current Fiscal or in the future and that our existing contingent liabilities will not have material adverse effects on our business, financial condition and results of operations. For details regarding our contingent liabilities, see our “Restated Financial Statements” on page 450. 76. The retail market in India in which we operate in, may be affected by a variety of economic events in India, including inflation in India which could have an adverse effect on our profitability and if significant, on our financial condition. The retail market in India in which we operate in may be susceptible to economic events such as economic downturns, recessions, heightened inflationary pressures, geopolitical tensions, potential shifts in government policies and intensified competition. Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations between August 2023 and March 2025. Inflation rates in India have been volatile in recent years, and such volatility may continue. India has experienced high inflation in the recent past, reducing purchasing power and limiting household spending. However, inflationary pressures impacted post-pandemic spending recovery in FY 2023 but the same is expected to bounce back as inflation exhibited some moderation in FY 2024 and support the overall retail industry growth in FY 2024. In the light of abovementioned factor, India’s retail market overall retail industry is expected to grow to USD 2 trillion by 2033, growing at 5.22% CAGR between 2024-33 (source: D&B report). Increasing inflation in India could cause a rise in the costs of rent, wages, 101raw materials and other expenses. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our clients, whether entirely or in part, and may adversely affect our business and financial condition. Except for the historical trend of inflation, the Company has no reliable data or sources that can predict the inflation trend in the near future. Accordingly, we may not be able to predict with certainty any inflationary pressure that can have an impact on growth of retail industry. 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. Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future. The occurrence of any or all of the above economic events in the future could affect our growth trajectory and business performance, which in turn may adversely affect our business, results of operations, financial condition and cash flows. 77. The Company faces significant competitive pressure from established e-commerce platforms, which may increase their market share and negatively impact the Company's sales, profitability, and market position. If we fail to successfully implement our e-commerce initiative, our business and results of operations could be adversely impacted. E-commerce industry has exhibited significant transformation in terms of scope of products/service delivered over the just a click of button. Indian e-Commerce industry has steadily grown riding on a booming internet subscriber base and smartphone users complimented by better connectivity and availability of cheap data services apart from the country’s favourable demographics. Access to large population base particularly having young aspirational population age between 15-34 years, income growth, rising urbanization and increasing in working women segment, are few of the favourable demographic factors that have propelled the e-commerce industry growth in India. Before covid-19, only 3% of the overall retail sector was related to e-commerce. But its share increased significantly to 9% during 2022 and is likely to accelerate further to 17% by 2030 as most business is embracing digitization to reach out and service their customers. Quick commerce has notably disrupted traditional shopping patterns in urban areas, with e-grocery commanding two-thirds of online grocery orders and contributing USD 6– 7 billion in GMV in 2024. The retail brands are putting conscious effort on increasing their online presence and direct sales as customers continue to shop online. The rise of e-commerce and quick commerce has transformed consumer shopping behavior, particularly during periods of economic uncertainty. These digital channels offer convenience, competitive pricing, and a wide array of choices, posing both challenges and opportunities for traditional offline retailers (source: D&B Report). For the sale of branded products, our Company may tie up with online marketplaces (D2C). However, for the retail store sales our Company will maintain an omni-channel approach of an off-line and on-line model with the introduction of our mobile application. Our revenue from e-tail sale is ₹ 124.77 Lakhs, ₹ 95.54 Lakhs and ₹ 104.04 Lakhs resulting to 0.15%, 0.12% and 0.10% from revenue from operations, against an order of 7853, 6056 and 5253 for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The following table represents the e-tail sales as a percentage of total revenue: Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount (₹ in % of revenue Amount (₹ in % of revenue Amount (₹ in % of revenue Particulars lakhs) from lakhs) from lakhs) from operations operations operations Revenue from 82,069.29 100.00% 81,418.83 100.00% 1,01,854.78 100.00% operations Revenue from 124.77 0.15% 95.54 0.12% 104.04 0.10% e-tail sales The Company's ability to compete effectively with e-commerce platforms depends on several factors viz. ability to integrate its online and offline channels to provide a seamless customer experience, investment in technology 102to improve customer engagement, and optimize its supply chain, pricing competitiveness, etc. To remain competitive, the issuer company may need to invest significantly in digital marketing, search engine optimization (SEO), and online advertising to drive traffic to its e-commerce channels. These increased marketing and advertising expenses could affect our overall cost structure and financial results. Competing effectively in the e- commerce space requires continuous investment in technology infrastructure, cyber-security measures, and logistics capabilities. The issuer company may face significant costs associated with upgrading its technology and enhancing its online platform to keep pace with competitors, which could strain our financial resources and operational capabilities. Further, e-commerce transactions often involve higher return rates and fulfilment challenges compared to traditional retail. Increased volume of online orders can strain our logistics and returns handling processes, leading to potential customer dissatisfaction and additional operational costs. EXTERNAL RISKS Risks relating to India 78. Changing laws, rules and regulations and legal uncertainties in India could lead to new compliance requirements that are uncertain. The regulatory and policy environment in which we operate is evolving and is subject to change. The GoI may implement new laws or other regulations and policies that could affect our business in general, which could lead to new and additional compliance requirements, including requiring us to obtain approvals and licenses from the Government and other regulatory bodies, or impose onerous requirements. For instance, the GoI has introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c) the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing central labour legislations. While the rules for implementation under these codes have not been notified, we are yet to determine the impact of all or some such laws on our business and operations, which may restrict our ability to grow our business in the future and increase our expenses. The Digital Personal Data Protection Bill, 2023 has received assent of the President of India on August 11, 2023. 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. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future. We may incur increased costs and other burdens relating to compliance with such new requirements, which may also require significant management time and other resources, and any failure to comply may adversely affect our business, results of operations, financial condition 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 businesses or restrict our ability to grow our businesses in the future. 79. The occurrence of natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect the financial markets and our business. Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics such as COVID-19 and man- made disasters, including acts of war such as Russia’s invasion of Ukraine, terrorist attacks and other events, many of which are beyond our control, may lead to economic instability, including in India or globally, which may in turn materially and adversely affect our business, financial condition and results of operations. 103Our operations may be adversely affected by fires, natural disasters and/or severe weather, which can result in damage to our property or inventory and generally reduce our productivity and may require us to evacuate personnel and suspend operations. A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 virus. A worsening of the current outbreak of COVID-19 pandemic or future outbreaks of COVID-19 or a similar contagious disease could adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak of a contagious disease could have a material adverse effect on our business and the trading price of the Equity Shares. Any terrorist attacks or civil unrest as well as other adverse social, economic and political events in India could have a negative effect on us. India has, from time-to-time experienced instances of social, religious and civil unrest and hostilities between neighbouring countries. For example, there was a mass protest by farmers against three farm acts which were passed by the Parliament of India in September 2020. The introduction of the law caused protests in several parts of the country like Delhi, Haryana and Punjab. In case there are mass protests leading to civil unrest, such incidents could impact both our operations and adversely affect our business, results of operations, financial condition and cash flows. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy and could have an adverse effect on the market for securities of Indian Company. 80. A downgrade in ratings of India and other jurisdictions in which we operate may affect the trading price of the Equity Shares. Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any further adverse revisions to credit ratings for India 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. Further, a downgrading of India’s credit ratings may occur, for example, upon change of government tax or fiscal policy, which are outside our control. This could have an adverse effect on our ability to fund our growth on favourable terms and consequently adversely affect our business and financial performance and the price of the Equity Shares. 81. We may be affected by competition laws in India, the adverse application or interpretation of which could adversely affect our business. The Competition Act, 2002 (“Competition Act”), as amended, seeks to prevent business practices that have an appreciable adverse effect on competition in the relevant market in India. Under the Competition Act, any 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 is void and attracts substantial monetary penalties. Further, any agreement among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or 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. If it is proved that the contravention committed by a company took place with the consent or connivance or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such company, that person shall be also guilty of the contravention and may be punished. The Competition Act aims to, among other things, prohibit all agreements and transactions, including agreements between vertical trading partners i.e. entities at different stages or levels of the production chain in different markets, which may have an appreciable adverse effect on 104competition in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. We may also be subject to queries from the Competition Commission of India pursuant to complaints by consumers or any third persons, which could be made without any or adequate basis given our market presence. Further, the Competition Commission of India has extra-territorial powers and can investigate any agreements, abusive conduct or combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect on competition in India. However, the effect of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. 82. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover provisions under Indian law. As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company. Under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”); an ‘acquirer’ has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in concert with others. Although these provisions have been formulated to ensure that interests of investors/ shareholders are protected, these provisions may also discourage a third party from attempting to take control of our Company subsequent to completion of the Offer. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to our shareholders, such a takeover may not be attempted or consummated because of the SEBI Takeover Regulations. 83. Investors may not be able to enforce a judgment of a foreign court against us, our Directors and our BRLM or any their directors and executive officers in India respectively, except by way of a lawsuit in India. Our Company is incorporated under the laws of India as a company limited by shares. As on the date of this Prospectus, all of our Directors, Key Managerial Personnel and Senior Management are residents of India. Our Company’s assets and a substantial portion of the assets of our Directors and executive officers resident in India are located in India. As a result, it may be difficult for investors to effect service of process upon us or such persons outside India or to enforce judgments obtained against our Company or such parties outside India. India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. Recognition and enforcement of foreign judgments is provided for under section 13 of the Code of Civil Procedure, 1908 (“CPC”), on a statutory basis. Section 13 of the CPC provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in India. Under the CPC, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. However, under the CPC, such presumption may be displaced by proving that the court did not have jurisdiction. Section 44A of the CPC provides that where a foreign judgment has been rendered by a superior court, within the meaning of that section, in any country or territory outside of India which the GoI has by notification declared to be in a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the CPC is applicable only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges of a like nature or of a fine or other penalties but does not include an arbitration award, even if such an award is enforceable as a decree or judgment. The United Kingdom, United Arab Emirates, Singapore and Hong Kong, among others, have been declared by the GoI to be reciprocating territories for the purposes of section 44A of the CPC. The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement 105of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States on civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be enforceable in India. However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States. The suit must be brought in India within three (3) years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. Further, there may be considerable delays in the disposal of suits by Indian courts. 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. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if that court was of the view that the amount of damages awarded was excessive or inconsistent with public policy or Indian law. It is uncertain as to whether an Indian court would enforce foreign judgments that would contravene or violate Indian law. However, a party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the FEMA to execute such a judgment or to repatriate any amount recovered, and we cannot assure you that such approval will be forthcoming within a reasonable period of time, or at all, or that conditions of such approvals would be acceptable. Further, any such amount may be subject to income tax in accordance with applicable laws. Any judgment awarding damages in a foreign currency is required to be converted into Rupees on the date the award becomes enforceable and not on the date of payment. Risks relating to the Equity Shares and this Offer 84. There is no guarantee that our Equity Shares will be listed on the stock exchanges in a timely manner or at all. In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the stock exchanges within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares. 85. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. The Offer Price of the Equity Shares will be determined by our Company and in consultation with the BRLM through the Book Building Process. This price will be based on numerous factors, as described under “Basis for Offer Price” on page 168 and may not be indicative of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results of our Company, market conditions specific to the industry we operate in, developments relating to India, volatility in securities markets in jurisdictions other than India, problems such as temporary closure, broker default and settlement delays experienced by the Indian Stock Exchanges, strategic actions by us or our competitors, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price, or at all. There has been significant volatility in the Indian stock markets in the recent past, and our Equity Share price could fluctuate significantly because of market volatility. A decrease in the market price of our Equity Shares could cause investors to lose some or all of their investment. 86. The trading volume and market price of our Equity Shares may be volatile post the Offer. The market price of the Equity Shares may fluctuate as a result of the following factors, some of which are beyond our control: (a) General economic and stock market conditions; (b) Quarterly variations in our results of operations; 106(c) Results of operations that vary from those of our competitors; (d) Changes in expectations as to our future financial performance, including financial estimates by research analysts and investors; (e) Announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or capital commitments; (f) Announcements by third parties or governmental entities of significant claims or proceedings against us; (g) New laws and governmental regulations applicable to our industry; (h) Additions or departures of key management personnel; (i) Changes in exchange rates; (j) Public’s reaction to our press releases, other public announcements and filings with the regulator; (k) Any additional investment or sale of investment by significant shareholders(s); (l) Fluctuations in stock market prices and volume. Changes as regards any of the factors above could adversely affect the price of our Equity Shares. 87. Qualified Institutional Buyers (“QIBs”) and Non-Institutional Investors are not permitted to withdraw or lower their Bids (either quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Pursuant to the provisions of the SEBI ICDR Regulations and other regulations and guidelines prescribed by the SEBI, QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares Bid for or the price) at any stage after submitting a Bid and are required to pay the Bid Amount at the time of submission of the Bid. While our Company is required to complete Allotment pursuant to the Offer within three (3) Working Days from the Bid/Offer Closing Date, or such other period as may be prescribed by SEBI, events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operation or financial condition, may arise between the date of submission of the Bid by QIBs and Non- Institutional Investors and Allotment of the Equity Shares. Our Company may choose to complete the Allotment of the Equity Shares pursuant to the Offer despite the occurrence or one or more such events, and QIBs and Non- Institutional Investors would not be able to withdraw or lower their Bids in such or any other situation, once they have submitted their Bid. 88. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute your shareholding and sale of Equity Shares by the Promoters, members of our Promoter Group and other significant shareholders may adversely affect the trading price of the Equity Shares. We may be required to finance our growth (whether organic or inorganic) through future equity offerings. Any future issuance of Equity Shares, convertible securities or securities linked to the Equity Shares by us, may lead to a dilution of your shareholding in our Company. Any future equity issuances by us (including under any employee benefit scheme) or disposal of our Equity Shares by our Promoters, members of our Promoter Group or any of our other principal shareholders or any other change in our shareholding structure or any public perception regarding such issuance or sales may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of our equity shares or incurring additional debt. We cannot assure you that we will not issue further Equity Shares or that our existing shareholders including our Promoter and members of our Promoter Group will not dispose of further Equity Shares after the completion of the Offer (subject to compliance with the lock-in provisions under the SEBI ICDR Regulations) or pledge or encumber their Equity Shares. Any future issuances could also dilute the value of shareholders’ investment in the Equity Shares and adversely affect the trading price of our Equity Shares. Such securities may also be issued at prices below the Offer Price. We may also issue convertible debt securities to finance our future growth or fund our business activities. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of the Equity Shares. 10789. Significant differences exist between Indian Accounting Standards and other accounting principles, such as United States Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS), which investors may consider material to their assessment of our financial condition. Our Restated Financial Information for the FY 2024-25, FY 2023-24 and FY 2022-23, have been prepared and presented in conformity with Ind AS. Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Prospectus should be limited accordingly. 90. Rights of shareholders of our Company 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 wide-spread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder of our Company than as a shareholder of an entity in another jurisdiction. 91. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares. Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting requirements specified by the RBI, from time to time. If a transfer of shares is not in compliance with such requirements and fall under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities. We cannot assure you that any required approval from the RBI or any other governmental agency can be obtained on any particular terms, or at all. In terms of Press Note 3 of 2020, dated April 17, 2020, issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”), as consolidated in the FDI Policy with effect from October 15, 2020, all investments under the foreign direct investment route by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior approval of the GoI. 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 GoI. Any such approval(s) would be subject to the discretion of the regulatory authorities. This may cause uncertainty and delays in our future investment plans and initiatives. We cannot assure you that any required approval from the relevant governmental agencies can be obtained on any particular terms or at all. For further details, please see “Restrictions on Foreign Ownership of Indian Securities” on page 598. Moreover, the exchange control regulations we are subject to constrain our ability to remit dividends to our Shareholders. There is no assurance that your dividends will not subject to any delay or deduction. In addition, the exchange control regulations we are subject to could affect the availability of cash and cash equivalents for use by our Company, which may adversely affect our business, results of operations, financial condition and cash flows. 10892. 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 BRLM. Furthermore, the Offer Price of the Equity Shares will be determined by our Company in consultation with the BRLM, through the Book Building Process. These will be based on numerous factors, including factors as described under “Basis for the Offer Price” on page 168 and may not be indicative of the market price for the 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. 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. There can be no assurance that an active market will develop or sustained trading will take place in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. 93. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures such as the Additional Surveillance Measures (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in the order to enhance market integrity and safeguard the interest of the investors. On and post the listing of equity shares, we may be subject to ASM and GSM by the Stock Exchange(s) and the Securities and Exchange Board of India. These measures have been introduced in order to enhance market integrity, safeguard the interest of investors and to alert and advise investors to be extra cautious and carry out necessary due diligence while dealing in such securities. The criteria for shortlisting any scrip trading on the Stock Exchange(s) under the ASM is based on an objective criterion as jointly decided by SEBI and the Stock Exchanges(s) which includes market based dynamic parameters such as high low-price variation, client concentration, close to close price variation, market capitalization, average daily trading volume and its change, and average delivery percentage, among others. A scrip is typically subjected to GSM measures where there is an abnormal price rise that is not commensurate with the financial heath and fundamentals of a company. Specific parameters for GSM include net worth, net fixed assets, price to earnings ratio, market capitalisation, and price to book value, among others. Factors within and beyond our control may lead to our securities being subject to GSM or ASM. In the event our Equity Shares are subject to such surveillance measures implemented by any of the Stock Exchanges, we may be subject to certain additional restrictions in connection with trading of our Equity Shares such as limiting trading frequency (for example, trading either allowed once in a week or a month) or freezing of price on upper side of trading which may have an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the development of an active trading market for our Equity Shares. 94. Requirements of being a 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 we cannot assure you that we will be able to do so in a timely and efficient manner. 10995. Investors may be subject to Indian taxes arising out of income arising on the sale of the Equity Shares. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares held as investments in an Indian company are generally taxable in India. Any capital gain realized on the sale of listed equity shares on a Stock Exchange held for more than 12 months immediately preceding the date of transfer will be subject to long term capital gains in India at the specified rates depending on certain factors, such as whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty relief. Accordingly, Investors may be subject to payment of long-term capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more than 12 months immediately preceding the date of transfer. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less immediately preceding the date of transfer will be subject to short term capital gains tax in India as well as STT. Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases where relief from such taxation in India is provided under a treaty between India and the country of which the seller is resident read with the Multilateral Instrument (“MLI”), if and to the extent applicable, and the seller is entitled to avail benefits thereunder. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. No dividend distribution tax is required to be paid 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. 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 pursuant to any corporate action including dividends. Our Company cannot predict whether any tax laws or other regulations impacting it will be enacted, or predict the nature and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a material adverse effect on our Company’s business, financial condition, results of operations and cash flows. 96. Investors will not be able to sell immediately on an Indian stock exchange any of the 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. 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 listing is expected to commence within the period as may be prescribed under the applicable laws. Any failure or delay in obtaining the approval or otherwise any delay in commencing trading in the Equity Shares would restrict investors’ ability to dispose their Equity Shares. We cannot assure that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods prescribed under applicable law. 97. The current market price of some securities listed pursuant to certain previous issues managed by the BRLM is below their respective issue prices. The current market price of securities listed pursuant to certain previous initial public offerings managed by the BRLM is below their respective issue prices. For further information, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the Book Running Lead Manager” on page 549. The factors that could affect the market price of our Equity Shares include, among others, broad market trends, financial performance and results of our Company post-listing, and other factors beyond our control. We cannot assure you that an active market will develop or that sustained trading will take place in our Equity Shares, or provide any assurance regarding the price at which our Equity Shares will be traded after listing. 110SECTION III: INTRODUCTION THE OFFER The following table summarizes the details of the Offer: Particulars Details of Equity Shares Offer of Equity Shares of face value of ₹10/- each (1) 95,20,000* Equity Shares having face value of ₹10 each aggregating ₹ 24,265.80 Lakhs# of which: Fresh Issue (1)(9) 85,18,000* Equity Shares having face value of ₹10 each, aggregating ₹ 21,710.70 Lakhs# Offer for Sale (2) 10,02,000* Equity Shares having face value of ₹10 each aggregating ₹ 2555.10 Lakhs The Offer comprises: 51,000* Equity Shares having face value of ₹10 each Employee Reservation Portion (3)(4) aggregating ₹ 119.85 Lakhs 94,69,000* Equity Shares having face value of ₹10 Net Offer each aggregating ₹ 24,145.95 Lakhs The Net Offer comprises of: A) QIB Portion (5)(6) Not more than 28,40,700 * Equity Shares having face value of ₹10 each aggregating ₹ 7243.79 Lakhs of which: 17,04,388* Equity Shares having face value of ₹10 (i) Anchor Investor Portion (5)(7) each aggregating ₹ 4346.19 Lakhs (ii) Net QIB Portion (Anchor Investor Portion is fully 11,36,312* Equity Shares having face value of ₹10 subscribed) each of which: a) (a) Available for allocation to Mutual Funds only (5% of the 56,815 * Equity Shares having face value of ₹10 Net QIB Portion) each b) (b) Balance for all QIBs including Mutual Funds 10,79,497 * Equity Shares having face value of ₹10 each B) Non- Institutional Portion (7) Not less than 23,67,250 * Equity Shares having face value of ₹10 each aggregating up to ₹ 6036.49 Lakhs A. of which: (a) One-third of the Non-Institutional Portion available for 7,89,083 * Equity Shares having face value of ₹10 allocation to Bidders with an application size more than each ₹2,00,000 and up to ₹10,00,000 (b) Two-third of the Non-Institutional Portion available for 15,78,167 * Equity Shares having face value of ₹10 allocation to Bidders with an application size of more than each ₹10,00,000 Not less than 42,61,050 * Equity Shares having face C) Retail Portion (7)(8) value of ₹10 each aggregating ₹ 10,865.68 Lakhs Pre- and post-Offer Equity Shares Equity Shares outstanding prior to the Offer (as on the date 2,48,82,528 Equity Shares of face value of ₹10/- each of this Prospectus) 1113,34,00,528* Equity Shares having face value of ₹10 Equity Shares outstanding after the Offer each For details about the use of Net Proceeds from the Fresh Issue, please see “Objects of the Offer” on page Use of Net Proceeds by our Company 150. Our Company will not receive any proceeds from the Offer for Sale. *Subject to finalisation of the Basis of Allotment #A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Eligible Employee Reservation Portion. Notes: (1) The Offer has been authorized by a resolution of our Board dated March 1, 2024 and the Fresh Issue has been authorised by a special resolution of our Shareholders dated March 7, 2024. (2) Each of the Promoter Selling Shareholders (severally and not jointly) has specifically confirmed that its portion of the Offered Shares has been held by it in accordance with applicable law and is eligible for being offered for sale as part of the Offer in terms of regulation 8 of the SEBI ICDR Regulations. Each of the Promoter Selling Shareholders has confirmed and approved its participation in the Offer for Sale are as set out below. Sr. Name of the Promoter Selling Number of Offered Equity Shares Date of Consent No. Shareholder Letter 1. Dhanji Raghavji Patel 7,68,000* Equity Shares having face value of December 7, 2024 ₹10 each aggregating ₹ 1958.40 Lakhs 2 Bechar Raghavji Patel 2,34,000* Equity Shares having face value of ₹10 December 7, 2024 each aggregating ₹ 596.70 Lakhs *Subject to finalisation of the Basis of Allotment. Each Promoter Selling Shareholder confirms that the Equity Shares being offered by it are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. (3) In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 2,00,000 (net of Employee Discount, if any) subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 5,00,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of up to ₹ 5,00,000 to each Eligible Employee), shall be added to the Net Offer. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. For further details, please see “Offer Structure” on page 564. (4) Our Company, in compliance with the SEBI ICDR Regulations, offer an Employee Discount of up to 7.84 % to the Offer Price (equivalent of ₹ 20 per Equity Share), which has announced at least two (2) Working Days prior to the Bid/ Offer Opening Date. (5) Our Company may, in consultation with the BRLM, 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 accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added back to the Net QIB Portion. Further, 5% of the Net QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion (excluding Anchor Investor Portion) will be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids having being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further details, please see “Offer Procedure” on page 571. (6) 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, as applicable, at the discretion of our Company in consultation with the BRLM, and the Designated Stock Exchange, subject to applicable laws. In the event of under-subscription in the Offer, subject to receipt of minimum subscription for 90% of the Fresh Issue and 112compliance with rule 19(2)(b) of the SCRR, our Company and the BRLM shall first ensure Allotment of Equity Shares offered pursuant to the Fresh Issue, followed by Allotment of Equity Shares offered by the Promoter Selling Shareholders. (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. The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject to the following: (i) One-third of the Non-Institutional Portion shall be reserved for Bidders with application size of more than ₹ 2,00,000 and up to ₹ 10,00,000; and two-thirds of the Non-Institutional Portion shall be reserved for Bidders with an application size of more than ₹ 10,00,000, provided that the unsubscribed portion in either of the above sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Bidders. The Allocation to each Non- Institutional Bidder shall not be less than the minimum application size i.e., ₹ 2,00,000, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis, in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. For details, please see “Offer Structure” and “Offer Procedure” on pages 564 and 571 respectively. (8) SEBI through its Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹ 5,00,000 shall use UPI. Individual Investors bidding under the Non-Institutional Portion for more than ₹ 2,00,000 and up to ₹ 5,00,000, using the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for Bidding through Syndicate, sub- syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. (9) A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is up to 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. For further details, including grounds for rejection of Bids, please see “Offer Structure” and “Offer Procedure” on pages 564 and 571 respectively. For details of the terms of the Offer, please see “Terms of the Offer” on page 555. 113SUMMARY OF FINANCIAL INFORMATION The following tables set forth the summary financial information derived from the Restated Financial Statements for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 on a restated basis. The summary financial information presented below should be read in conjunction with “Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 450 and 487, respectively. Summary of Financial Information Page Nos. Summary of Financial Information 115 - 117 [Remainder of the page has been intentionally left blank.] 114115116117GENERAL INFORMATION Our Company was originally incorporated as “Patel Retail Private Limited” at Ambernath, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated June 13, 2007 issued by the Registrar of Companies, Maharashtra, Mumbai. Thereafter, our Company was converted into a public limited company, approved vide shareholders’ resolution dated July 18, 2023, pursuant to which the name of our Company was changed to “Patel Retail Limited” and a fresh certificate of incorporation consequent upon change of name on conversion to public limited company was issued by the Registrar of Companies, Mumbai dated August 28, 2023. Registered and Corporate Office of our Company Patel Retail Limited Plot No. M-2, Anand Nagar, Additional MIDC, Ambernath (East)- 421506, Maharashtra, India For details of our incorporation and changes in the name and Registered Office of our Company, please see “History and Certain Corporate Matters” on page 406. Company Registration Number and Corporate Identity Number The registration number and corporate identity number of our Company are as follows: (i) Corporate Identification Number: U52100MH2007PLC171625 (ii) Registration Number: 171625 Address of the Registrar of Companies Our Company is registered with the Registrar of Companies, Maharashtra, Mumbai, which is situated at the following address: Registrar of Companies, Maharashtra at Mumbai 100, Everest, Marine Drive, Mumbai- 400002, Maharashtra, India Board of Directors As on the date of this Prospectus, the following table sets out the brief details of our Board: Name Designation Address DIN Dhanji Raghavji Patel Chairman and Managing Plot No 111, Flat No 1, Akshardham, 01376164 Director Kansai Section, Kansai Section Road, Near Chaudhary Hospital, Ambernath (East), Thane- 421501, Maharashtra, India Bechar Raghavji Patel Whole-time Director Flat no. 5/6, Plot no-111, Akshardham, 02169626 Kansai Section, Near Chaudary Hospital, Ambernath (East), Thane- 421501, Maharashtra, India Hiren Bechar Patel Non-Executive Director Akshardham, Floor no. 5 & 6, Plot no. 01375968 111, Kansai Section, Ambernath (East), Thane- 421501, Maharashtra, India 118Name Designation Address DIN Yashwant Suresh Independent Director P N. 4, Near Central Ware House, Shri 03562756 Bhojwani Laxmi Building East, Wardhaman Nagar, Nagpur- 440008, Maharashtra, India Nitin Pandurang Patil Independent Director 2001, Saptashree Height, Kolshet Road, 08431287 Dhokali Naka, Thane (West), Near TMC Sport Club, Thane, Sandozbaugh, Thane- 400607, Maharashtra, India Harshini V Jadhav Independent Director d/01, Shiv Mandir Road, Shiv Basav 10350490 Nagar, Ambernath, Thane- 421501, Maharashtra, India For further details of our Board of Directors, please see “Our Management- Board of Directors” on page 421. Company Secretary and Compliance Officer Prasad R Khopkar is the Company Secretary and Compliance Officer of our Company. His contact details are set forth below: Prasad R Khopkar Plot No. M-2, Anand Nagar, Additional MIDC, Ambernath (East) - 421506, Maharashtra, India Telephone: +91 7391043825 Email: cs@patelrpl.net Book Running Lead Manager Fedex Securities Private Limited B7, 3rd Floor, Jay Chambers, Dayaldas Road, Vile Parle (East), Mumbai- 400057, Maharashtra, India Telephone: +91 8104985249 Email: mb@fedsec.in Contact person: Saipan Sanghvi Website: www.fedsec.in SEBI Registration number: INM000010163 Syndicate Member Khandwala Securities Limited Sunflower Broking Private Limited G II, Ground Floor, Dalamal House, Sunflower House, 5th Floor, 80 Feet Road, Near Nariman Point, Mumbai, Maharashtra, India, 400021 Bhaktinagar Circle, Rajkot 360002 , India Telephone: +91 22 4076 7373 Telephone: +91 9825222227 E-mail: ipo@kslindia.com E-mail: compliance@sunflowerbroking.com Contact Person: Pranav Khandwala / Abhishek Joshi Contact Person: Bhavik Vora Website: kslindia.com Website: www.sunflowerbroking.com SEBI Registration number: INM000001899 SEBI Registration number: INZ000195131 Investor Grievances Investors may contact the Company Secretary and Compliance Officer, the BRLM 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 119Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. 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 with 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, 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), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary where the Bid cum Application Form was submitted. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgment 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 BRLM, giving full details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor. Legal Counsel to our Company as to Indian Law Crawford Bayley & Co., Advocates and Solicitors 4th Floor, State Bank Buildings, NGN Vaidya Marg, Fort, Mumbai- 400023, Maharashtra, India Telephone: +91 22 22703026 Contact person: Sanjay Buch Email: sanjay_buch@crawfordbayley.com Registrar to the Offer Bigshare Services Private Limited Address: Office no. S6-2, 6th Floor, Pinnacle Business Park, next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai- 400093, Maharashtra, India Telephone: +91 022 62638200 Email: ipo@bigshareonline.com Investor grievance email: investor@bigshareonline.com Contact person: Babu Rapheal Website: https://www.bigshareonline.com SEBI Registration no.: INR000001385 Banker(s) to the Offer Public Offer Account Bank/Sponsor Bank HDFC Bank Limited Address: FIG – OPS Department, Lodha I, Think Techno Campus, O-3 level, next to Kanjurmarg Railway Station, Kanjurmarg (East), 120Mumbai 400 042, Maharashtra, India. Telephone: 91 22 30752929 / 28 / 2914 Email: siddharth.jadhav@hdfcbank.com , sachin.gawade@hdfcbank.com , eric.bacha@hdfcbank.com, tushar.gavankar@hdfcbank.com , pravin.teli2@hdfcbank.com Contact person: Eric Bacha, Sachin Gawade, Pravin Teli, Siddharth Jadhav and Tushar Gavanka Website: www.hdfcbank.com SEBI Registration Number: INBI00000063 Escrow Collection Bank/ Refund Bank/ Sponsor Bank Axis Bank Limited Address: Axis House, 6Th Floor, C-2 Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025 Maharashtra, India. Telephone: 022 24253672 Email: vishal.lade@axisbank.com Contact person: Vishal M Lade Website: www.axisbank.com SEBI Registration Number: INBI00000017 Statement of inter se allocation of Responsibilities for the Offer Fedex Securities Private Limited is the sole Book Running Lead Manager to this Offer and all the responsibilities relating to the co-ordination and other activities in relation to this Offer shall be performed by them and accordingly, there is no inter se allocation of responsibilities in this Offer. Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at https://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 using UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time. Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders (other than RIBs) is provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from time to time or at such other website as may be prescribed by SEBI from time to time Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in. Eligible Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders bidding using the UPI Mechanism may only apply through the SCSBs and mobile applications whose names appear on the website of SEBI, which may be updated from time to time. A list of SCSBs and mobile applications, using the UPI handles, which are live for applying in public issues using UPI mechanism, is provided 121as ‘Annexure A’ for SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and specified on the website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 respectively, as updated from time to time and at such other websites 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 at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, which may be updated from time to time or any other website prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, please see the website of SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 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 stock broker network of the Stock Exchanges i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms from Bidders (other than RIBs), including details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges- BSE and the NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.Aspx? and https://www.nseindia.com/products- services/initial-public-offerings-asba-procedures, respectively, as updated from time to time. Registrar and Share Transfer Agents (“RTA”) The list of the RTAs eligible to accept ASBA Forms from Bidders at the Designated RTA Locations, including details such as address, telephone number, and e-mail address, is provided on the websites of the Stock Exchanges- BSE and NSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and https://www.nseindia.com/products-services/initial-public-offerings-asba-procedures, respectively, as updated from time to time. Collecting Depository Participants (“CDP”) 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 the Stock Exchanges- BSE and NSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and https://www.nseindia.com/products-services/initial-public-offerings-asba-procedures, respectively, as updated from time to time. Experts Except as stated below, our Company has not obtained any expert opinions. (i) Our Company has received written consent dated June 24, 2025 from Kanu Doshi Associates LLP, Chartered Accountants to include their name as required under section 26 of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) certificate on Key Performance Indicators dated June 24, 2025 ; (ii) examination report dated June 16, 2025 relating to the Restated Financial Statements; and (iii) report dated June 24, 2025 on the statement of possible special tax benefits, included in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. (ii) Our Company has also received written consent dated June 10, 2025from V N Talithaya, Chartered Engineer to include their name as required under section 26 of the Companies Act, 2013 read with the SEBI ICDR Regulations, 122in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in their capacity as independent chartered engineer in respect to their certificate dated June 10, 2025 on our Company’s manufacturing capacity and its utilization at our manufacturing facilities. The abovementioned consents have not been withdrawn as on the date of this Prospectus. Statutory Auditors of our Company Kanu Doshi Associates LLP, Chartered Accountants F 203, The Summit, Samarth Nagar, Hanuman Road, Western Express Highway, Vile Parle (East), Mumbai- 400057, Maharashtra, India Telephone: +91 22 26150100 Email: info@kdg.co.in Firm registration number: 104746W/ W100096 Peer review certificate number: 014809 Changes in the Auditors Except as stated below, there has been no change in the statutory auditors during the three (3) years immediately preceding the date of this Prospectus: Particulars Date of change Reason for change M/s. K C Ramrakhiyani & Co., Chartered September 28, 2023 Pre-occupation and absence of Accountants a peer review certificate (as B-306, 3rd Floor, Woodland Complex, Furniture Bazar, per the requirements of SEBI New Link Road, Ulhasnagar- 421002, ICDR Regulations) Maharashtra, India Telephone: 0251 2734893 Email: kailash@kcr.co.in Firm registration number: 131342W Kanu Doshi Associates LLP, Chartered Accountants September 30, 2023 Appointment as Statutory 203, The Summit, Hanuman Road, Auditor for five (5) years i.e., Western Express Highway, from April 1, 2023 till March Vile Parle (East), Mumbai- 400057 31, 2028 Maharashtra, India Telephone: 022 26150100 / 111 / 112 Email: info@kdg.co.in Firm registration number: 104746W/W100096 Peer review certificate number: 014809 Bankers to our Company Yes Bank Limited Yes Bank House, 6th Floor, South Wing, Off Western Express Highway, Santacruz (East), Mumbai- 400055, Maharashtra, India Telephone: +91 8369861669 / 022 5091 9406 Contact person: Kunal Jain Website: https://www.yesbank.in/ Email: kunal.jain3@yesbank.in 123HDFC Bank Limited Giga plex, 14th Floor, Building Number 9, MIDC Plot No 1, Airoli (West), Navi Mumbai- 400709, Maharashtra, India Contact person: Shraddha Arun Budge Website: https://www.hdfcbank.com/ Email: shraddha.budge@hdfcbank.com Monitoring Agency In accordance with regulation 41 of the SEBI ICDR Regulations, our Company has appointed ICRA Limited as the Monitoring Agency for monitoring the utilisation of the Net Proceeds from the Fresh Issue. For details in relation to the proposed utilisation of the Net Proceeds, please see “Objects of the Offer– Monitoring of utilization of funds” on page 166. The details of the Monitoring Agency are set out as follows: ICRA Limited Address: Floor, Electric Mansion, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025 Telephone: 022-61693300 Email: shivakumar@icraindia.com Contact person: Mr. L Shivakumar Website: https://www.icra.in/ SEBI Registration Number: IN/CRA/008/2015 Grading of the Offer No credit rating agency registered with SEBI has been appointed for obtaining grading for the Offer. Debenture Trustee As this is an Offer is of Equity Shares, there is no requirement to appoint a debenture trustee. Appraising Entity No appraising entity has been appointed in relation to the Offer. None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any agency. For details, please see “Risk Factors- Our funding requirements and the proposed deployment of Net Proceeds are based on management estimates and have not been appraised by any bank or financial institution or any other independent agency and may be subject to change based on various factors, some of which may be beyond our control. We have not entered into any definitive agreements to utilise certain portions of the Net Proceeds of the Offer” on page 41. Credit Rating As this is an offer consisting only of Equity Shares, there is no requirement to obtain credit rating. Green Shoe Option No green shoe option is contemplated under the Offer. Filing of the Draft Red Herring Prospectus A copy of the Draft Red Herring Prospectus was filed electronically through the SEBI intermediary portal at https://siportal.sebi.gov.in, as required under Regulation 25(8) of the SEBI ICDR Regulations and in accordance with the 124SEBI Master Circular for Issue of Capital and Disclosure Requirements bearing reference number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023. It was also filed with SEBI at: Securities and Exchange Board of India Corporation Finance Department Division of Issues and Listing SEBI Bhavan, Plot No. C4 A, ‘G’ Block Bandra Kurla Complex, Bandra (East) Mumbai- 400051, Maharashtra, India Filing of the Red Herring Prospectus and this Prospectus A copy of the Draft Red Prospectus was filed electronically through SEBI’s online intermediary portal at https://siportal.sebi.gov.in, as specified in Regulation 25(8) of the SEBI ICDR Regulations and in accordance with SEBI ICDR Regulations and in accordance with the SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. A copy of the Red Herring Prospectus, along with the material documents and contracts required to be filed under section 32 of the Companies Act, has been filed with the RoC, Maharashtra, Mumbai and a copy of this Prospectus to be filed under Section 26 of the Companies Act, would be filed with the RoC, Maharashtra, Mumbai and through the electronic portal at https://www.mca.gov.in/content/mca/global/en/home.html. Book Building Process Book building, 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 and the minimum Bid Lot. The Price Band and the minimum Bid Lot was decided by our Company, in consultation with the BRLM, and was advertised in all editions of Financial Express(a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and all editions of Navshakti (a widely circulated Marathi daily newspaper), Marathi being the regional language of Maharashtra where our Registered Office is located), at least two Working Days prior to the Bid/Offer Opening Date and shall made available to the Stock Exchanges for the purposes of uploading on their respective websites. Pursuant to the Book Building Process, the Offer Price was determined by our Company, in consultation with the BRLM after the Bid/Offer Closing Date, in accordance with applicable law. For further details, please see “Offer Procedure” on page 571. All Bidders, except Anchor Investors, shall only participate in this Offer 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 and Sponsor Banks, as the case may be. In addition to this, the RIBs, NIBs and Eligible Employees may participate through the ASBA process, either by (i) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (ii) 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 Bidding in the Net QIB Portion and Non-Institutional Bidders Bidding in the Non-Institutional Portion are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders Bidding in Retail Portion (subject to Bid Amount being up to ₹2,00,000) and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid / Offer Closing Date. Further, Anchor Investors in the Anchor Investor Portion cannot revise and withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) and Non-Institutional Bidders will be on a proportionate basis while Allocation to Anchor Investors will be on discretionary basis. Pursuant to SEBI circular no. (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, all individual investors applying in initial public offerings whose application amount is up to ₹5,00,000 shall use UPI Mechanism and individual investors Bidding under the Non- Institutional Portion Bidding for more than ₹2,00,000 and up to ₹5,00,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, 125RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. For further details, please see “Offer Procedure” on page 571. The Book Building Process under the SEBI ICDR Regulations and the Bidding process 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 in the Offer. Bidders should note that the Offer is also subject to (i) filing of this Prospectus by our Company with the RoC and receipt of final approval of the RoC; and (ii) obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines under applicable law. For further details, please see “Terms of the Offer” and “Offer Procedure” on pages 555 and 571 respectively. Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and the terms of the Offer. For further details on method and process of Bidding, please see “The Offer”, “Offer Procedure” and “Offer Structure” on pages 111, 571 and 564 respectively. Explanation of Book Building Process and Price Discovery Process For an explanation of the Book Building Process, the price discovery process and allocation, please see “Terms of the Offer” and “Offer Procedure” on pages 555 and 571 respectively. Underwriting Agreement Prior to the filing of this Prospectus with the RoC, our Company and the Promoter Selling Shareholders entered into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten in the Offer as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, specified therein. The Underwriting Agreement is dated August 21, 2025. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: Name, address, telephone and Indicative number of Equity Amount underwritten email of the Underwriters Shares to be underwritten (₹ in Lakhs) Fedex Securities Private Limited Address: B7, 3 rd Floor, Jay Chambers, Dayaldas Road, Vile Parle East, Mumbai – 400057 Tel: +91 8104985249 36,32,640 Equity Shares 9,263.23 Email: mb@fedsec.in SEBI Registration number: INM000010163 Contact Person: Uday Nair/Saipan Sanghvi Khandwala Securities Limited Address: G II, Ground Floor, Dalamal House, Nariman Point, Mumbai, Maharashtra, India, 5,000 Equity Shares 12.75 400021 Tel: +91 22 4076 7373 E-mail: ipo@kslindia.com Website: www.kslindia.com 126SEBI Registration number: INM000001899 Contact Person: Pranav Khandwala/ Abhishekh Joshi Sunflower Broking Private Limited Address: 5th Floor, Sunflower House, Near Bhaktinagar Circle, Bhaktinagar, Rajkot, Gujarat, India, 58,82,360 Equity Shares 15,000.02 Tel: 9825222227 E-mail: compliance@sunflowerbroking. com Contact Person: Mr. Bhavik Vora The abovementioned underwriting commitment is indicative and will be finalisation of Basis of Allotment and actual allocation in accordance with the SEBI ICDR Regulations, and. will be subject to the provisions of the SEBI ICDR Regulations. In the opinion of our Board (based on the representations made to our Company by the Underwriters), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under section 12(1) of the SEBI Act or registered as merchant bankers with SEBI or as brokers with the Stock Exchange(s). Our IPO Committee, at its meeting, held on August 21, 2025, has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments set forth in the table above. Notwithstanding the above table, the Underwriters shall be severally and not jointly responsible for ensuring payment with respect to the Equity Shares allocated to Bidders respectively procured by them, in accordance with the Underwriting Agreement. . 127CAPITAL STRUCTURE The share capital of our Company, as on the date of this Prospectus is set forth below: Sr. Particulars Amount (₹ in Lakhs) No. Aggregate Aggregate nominal value value at Offer Price A. AUTHORISED SHARE CAPITAL* 3,51,00,000 Equity Shares of ₹10/- each 3510.00 NA B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER 2,48,82,528 Equity Shares of ₹10/- each 2488.25 NA C. PRESENT OFFER IN TERMS OF THIS PROSPECTUS (2) Offer of 95,20,000** Equity Shares of face value of ₹10/- each, 952.00 24,265.80 aggregating to ₹ 24,265.80# Lakhs (1)(2)(4)(5) of which: Fresh Issue of 85,18,000** Equity Shares of face value of ₹10/- each, 851.80 21,710.70 aggregating to ₹ 21,710.70# Lakhs (1)(5) Offer for sale of 10,02,000 Equity Shares of face value of ₹10/- each, 100.20 2555.10 aggregating to ₹ 2555.10 Lakhs (1)(3) which includes: Employee Reservation Portion of 51,000** Equity Shares, aggregating 5.10 119.85 to ₹ 119.85 Lakhs (4) D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER 3,34,00,528** Equity Shares of face value of ₹10/- each 3340.05 - E. SECURITIES PREMIUM ACCOUNT Before the Offer 1450.00 After the Offer** 22,308.90 Notes: * For details in relation to the changes in the authorised share capital of our Company in the last ten (10) years, please see “History and Certain Corporate Matters- Amendments to the Memorandum of Association in the last ten (10) years” on page 406. ** Subject to finalisation of the Basis of Allotment #A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Eligible Employee Reservation Portion (1) The Offer has been authorised by our Board pursuant to its resolution dated March 01, 2024 and the Fresh Issue has been authorised by our Shareholders pursuant to a special resolution passed on March 07, 2024. (2) Each of the Promoter Selling Shareholders confirms that the Equity Shares being offered by it are eligible for being offered for sale pursuant to the Offer in terms of regulation 8 of the SEBI ICDR Regulations. For further details of authorisation of the Offer, please see “Other Regulatory and Statutory Disclosures” on page 540. (3) 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 ₹2,00,000 (net of Employee Discount, if any) subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹5,00,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation up to ₹5,00,000), shall be added to the Net Offer. Our Company in consultation with the BRLM, offer a discount of ₹ 20 per Equity Share of the Offer Price to Eligible 128Employees bidding in the Employee Reservation Portion which has announced two Working Days prior to the Bid/ Offer Opening Date. (4) A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. NOTES TO THE CAPITAL STRUCTURE 1. Share Capital History of our Company The following table sets forth the history of the Equity Share capital of our Company: [Remainder of the page has been intentionally left blank.] 129Names of the allottees along Date of Reason / Number of Face Offer Form of Cumulative Cumulative with the number of Equity allotment Nature of Equity value per Price per consideration number of Paid-up Equity Shares allotted to each allottee allotment Shares Equity Equity Equity Shares Share Capital allotted Share (₹) Share (₹) including premium (₹) Allotment of 5,000 Equity June 13, Initial 10,000 10 10 Cash 10,000 1,00,000 Shares to Dhanji Raghavji 2007 subscription Patel and 5,000 Equity Shares to the MoA to Bechar Raghavji Patel Allotment of 3,45,000 Equity March Further Issue 9,90,000 10 10 Cash 10,00,000 1,00,00,000 Shares to Bechar Raghavji 31, 2010 (1) Patel; 75,000 Equity Shares to Punji Beacher Patel; 40,000 Equity Shares to Komal Rahul Waghela; 50,000 Equity Shares to Ankit Beacher Patel; 1,00,000 Equity Shares to Hiren Bechar Patel; 50,000 Equity Shares to Leelavati H Patel; 2,10,000 Equity Shares to Dhanji Raghavji Patel; 10,000 Equity Shares to Smitaben Dhanji Patel; 10,000 Equity Shares to Vaishali Panvelkar; 20,000 Equity Shares to Jaishri Bharatbai Patel; 20,000 Equity Shares to Bharat Haribhai Patel; 10,000 Equity Shares to Ashwin Shavji Patel; 10,000 Equity Shares to Latabhain Ashwin Patel; 10,000 Equity Shares to Shavji Jesha Patel; 10,000 Equity Shares to Ananthibhain S Patel; 10,000 Equity Shares to Mahesh Haribhai Patel; 130Names of the allottees along Date of Reason / Number of Face Offer Form of Cumulative Cumulative with the number of Equity allotment Nature of Equity value per Price per consideration number of Paid-up Equity Shares allotted to each allottee allotment Shares Equity Equity Equity Shares Share Capital allotted Share (₹) Share (₹) including premium (₹) 10,000 Equity Shares to Geeta Mahesh Patel Allotment of 3,80,000 Equity January Rights Issue 5,00,000 10 10 Cash 15,00,000 1,50,00,000 Shares to Bechar Raghavji 15, 2013 Patel and 1,20,000 Equity Shares to Dhanji Raghavji Patel Allotment of 5,00,000 Equity June 7, Rights Issue 5,00,000 10 10 Cash 20,00,000 2,00,00,000 Shares to Dhanji Raghavji 2013 Patel Allotment of 3,00,000 Equity June 12, Rights Issue 3,00,000 10 10 Cash 23,00,000 2,30,00,000 Shares to Dhanji Raghavji 2013 Patel Allotment of 5,09,770 Equity Decembe Private 5,09,770 10 23.54 Cash 28,09,770 2,80,97,700 Shares to Dhanji Raghavji r 18, Placement (includes Patel 2014 premium of ₹13.54/- per Equity Share) Allotment of 1,00,000 Equity August Private 1,00,000 10 100 Cash 29,09,770 2,90,97,700 Shares to Dhanji Raghavji 27, 2020 Placement (includes Patel premium of ₹90/- per Equity Share) Allotment of 1,00,000 Equity August Private 1,00,000 10 100 Cash 30,09,770 3,00,97,700 Shares to Dhanji Raghavji 29, 2020 Placement (includes Patel premium of ₹90/- per Equity Share) 131Names of the allottees along Date of Reason / Number of Face Offer Form of Cumulative Cumulative with the number of Equity allotment Nature of Equity value per Price per consideration number of Paid-up Equity Shares allotted to each allottee allotment Shares Equity Equity Equity Shares Share Capital allotted Share (₹) Share (₹) including premium (₹) Allotment of 2,70,000 Equity August Private 2,70,000 10 100 Cash 32,79,770 3,27,97,700 Shares to Dhanji Raghavji 31, 2020 Placement (includes Patel premium of ₹90/- per Equity Share) Allotment of 4,30,000 Equity Septemb Private 4,30,000 10 100 Cash 37,09,770 3,70,97,700 Shares to Dhanji Raghavji er 10, Placement (includes Patel 2020 premium of ₹90/- per Equity Share) Allotment of 1,00,000 Equity Septemb Private 1,00,000 10 100 Cash 38,09,770 3,80,97,700 Shares to Dhanji Raghavji er 11, Placement (includes Patel 2020 premium of ₹90/- per Equity Share) Allotment of 1,37,41,758 Decembe Bonus Issue 2,05,72,758 10 Nil NA 24,382,528 24,38,25,280 Equity Shares to Dhanji r 30, Raghavji Patel; 39,42,000 2023 Equity Shares to Bechar Raghavji Patel; 10,53,000 Equity Shares to Bharat Haribhai Patel; 5,40,000 Equity Shares to Hiren Bechar Patel; 5,40,000 Equity Shares to Rahul Dhanji Patel; 2,70,000 Equity Shares to Ankit Beacher Patel; 2,70,000 Equity Shares to Mahesh Haribhai Patel; 54,000 Equity 132Names of the allottees along Date of Reason / Number of Face Offer Form of Cumulative Cumulative with the number of Equity allotment Nature of Equity value per Price per consideration number of Paid-up Equity Shares allotted to each allottee allotment Shares Equity Equity Equity Shares Share Capital allotted Share (₹) Share (₹) including premium (₹) Shares to Asmita Dhanji Patel; 54,000 Equity Shares to Vaishali Panvelkar; 54,000 Equity Shares to Komal Rahul Waghela; and 54,000 Equity Shares to Preeti Pankaj Patel [in the ratio of 54:10 i.e., 54 (fifty-four) Equity Shares for every 10 (ten) Equity Shares held.] Allotment of 63,009 Equity Novemb Private 5,00,000 10 ₹300/- Cash 24,882,528 24,88,25,280 Shares to M/s. Janki er 27, Placement (including International; 33,000 Equity 2024 premium Shares to Ganesh Devraj Patel; of ₹290/- 33,000 Equity Shares to Patel per Equity Jakhiben Devrajbhai; 30,000 Share) Equity Shares to Manjibhai Ranchod Patel; 25,000 Equity Shares to Deepti Jatin Faria; 25,000 Equity Shares to Kevin Ashokbhai Patel; 25,000 Equity Shares to Jayesh Ganesh Patel; 23,500 Equity Shares to Ruxmani Laxmichand Karani; 20,000 Equity Shares to Patel Nayana Mahesh; 20,000 Equity Shares to Naimish Amrutlal Kotadia; 15,000 Equity Shares to Jatin Manilal Faria; 15,000 Equity Shares to Swapnil 133Names of the allottees along Date of Reason / Number of Face Offer Form of Cumulative Cumulative with the number of Equity allotment Nature of Equity value per Price per consideration number of Paid-up Equity Shares allotted to each allottee allotment Shares Equity Equity Equity Shares Share Capital allotted Share (₹) Share (₹) including premium (₹) Gopalkrishna Udepurkar; 15,000 Equity Shares to Vijay Bharat Rakholia; 13,000 Equity Shares to Nikhil Punjalal Patel; 11,761 Equity Shares to Hiren Rakeshbhai Kotadia; 10,000 Equity Shares to Meet Sanjay Ahuja; 10,000 Equity Shares to Kuldeepkumar Chhaganbhai Sangani; 10,000 Chirag Hirji Sandha; 9,000 Equity Shares to Nirav Rakeshbhai Kotadia; 8,500 Sunnikumar Ramanikbhai Vanparia; 8,500 Equity Shares to Nisha Vallabhbhai Vanparia; 8,500 Equity Shares to Arvindkumar Devshibhai Vanparia; 8,000 Kunverji Bhikalal Sandha; 8,000 Equity Shares to Purav Bechar Patel; 8,000 Equity Shares to Narendrakumar Devshibhai Vanparia; 5,000 Pankaj Murji Bhanushali; 4,000 Equity Shares to Manjula Ramesh Patel; 3,500 Equity Shares to Ronak Bharatbhai Kachhadiya; 3,500 Equity Shares to Archana Mahendra Jangid; 3,000 Equity Shares to Patel Rahul 134Names of the allottees along Date of Reason / Number of Face Offer Form of Cumulative Cumulative with the number of Equity allotment Nature of Equity value per Price per consideration number of Paid-up Equity Shares allotted to each allottee allotment Shares Equity Equity Equity Shares Share Capital allotted Share (₹) Share (₹) including premium (₹) Karsan; 3,000 Equity Shares to Kirti Jayesh Patel; 3,000 Equity Shares to Hemant Rupshi Patel; 3,000 Equity Shares to Deepak Laxmichand Nagda; 2,000 Equity Shares to Jigneshkumar Madhubhai Patel; 2,000 Equity Shares to Korat Prakashkumar Ravajibhai; 2,000 Equity Shares to Girish Mohanlal Chawla; 2,000 Equity Shares to Jignesh Hansraj Gala; 1,700 Equity Shares to Khushang Dipakbhai Zariwal; 1,700 Equity Shares to Prakash Purshottambhai Patel; 1,500 Equity Shares to Prashant Harilal Verat; 1,000 Equity Shares to Rohan Naresh Atal; 1,000 Equity Shares to Vishal Nitin Kothari; 1,000 Equity Shares to Payal Vaibhav Kothari & 330 Equity Shares to Daksha Hasmukh Patel. 1352. Preference share capital As on the date of this Prospectus, our Company does not have any outstanding preference shares. 3. Equity Shares issued for consideration other than cash or by way of bonus issue Except as detailed below, our Company has not issued any Equity Shares (i) by way of bonus issue; or (ii) for consideration other than cash at any time, since incorporation: Name of the allottee(s) Date of Reason / Number of Face Offer Benefits accrued Form of along with the number allotment Nature of Equity value Price to our Company considera of Equity Shares of Equity allotment Shares per per tion allotted to each Shares allotted Equity Equity allottee Share Share (₹) (₹) Allotment of December Bonus 2,05,72,758 10 Nil - NA 1,37,41,758 Equity 30, 2023 Issue Shares to Dhanji Raghavji Patel; 39,42,000 Equity Shares to Bechar Raghavji Patel; 10,53,000 Equity Shares to Bharat Haribhai Patel; 5,40,000 Equity Shares to Hiren Bechar Patel; 5,40,000 Equity Shares to Rahul Dhanji Patel; 2,70,000 Equity Shares to Ankit Beacher Patel; 2,70,000 Equity Shares to Mahesh Haribhai Patel; 54,000 Equity Shares to Asmita Dhanji Patel; 54,000 Equity Shares to Vaishali Panvelkar; 54,000 Equity Shares to Komal Rahul Waghela; and 54,000 Equity Shares to Preeti Pankaj Patel [in the ratio of 54:10 i.e., 54 (fifty-four) Equity Shares for every 10 (ten) Equity Shares held.] 4. Issue of Equity Shares out of revaluation reserves Our Company has not issued any Equity Shares out of its revaluation reserves, since incorporation. 1365. Issue of Equity Shares pursuant to sections 391 to 394 of the Companies Act, 1956 or sections 230 to 234 of the Companies Act, 2013 As on the date of the date of this Prospectus, our Company has not issued or allotted any Equity Shares pursuant to any scheme of arrangement approved under sections 391-394 of the Companies Act, 1956 or section 230-234 of the Companies Act, 2013, as applicable. 6. Issue of Equity Shares under employee stock option schemes Our Company has not issued any Equity Shares under any employee stock option scheme, as on date of this Prospectus. Our Company does not have any employee stock option scheme, as on the date of this Prospectus. 7. Issue of Equity Shares at a price lower than the Offer price during the preceding one (1) year Our Company has not issued any Equity Shares at a price lower than the Offer price, during the period of one (1) year immediately preceding the date of this Prospectus. 8. History of build-up of our Promoters’ shareholding and lock-in of Promoters’ shareholding (including Promoters’ contribution) As on the date of this Prospectus, our Promoters hold 2,22,38,528 Equity Shares in aggregate, equivalent to 89.37% of the issued, subscribed and paid-up Equity Share capital of our Company. As on the date of this Prospectus, our Promoters, along with our Promoter Group hold 2,43,82,528 Equity Shares, equivalent to 97.99% of the issued, subscribed and paid-up Equity Share capital of our Company. All Equity Shares held by our Promoters are in dematerialised form, as on the date of this Prospectus. (i) Build-up of our Promoters’ equity shareholding in our Company Set forth below is the build-up of the equity shareholding of our Promoters, since incorporation of our Company: Nature of Date of Number of Cumulative Face Issue / Date % of pre- % of post- Transaction allotment Equity number of value Acquisition when the Offer Offer / transfer Shares Equity per Price / Equity Equity Equity allotted / Shares Equity Transfer Shares Share Share transferred Share Price per were Capital Capital (₹) Equity made Share fully paid- (₹) up Dhanji Raghavji Patel Initial June 13, 5,000 5,000 10 10 June 13, 0.02% 0.01% subscription 2007 2007 to MoA Further March 31, 2,10,000 2,15,000 10 10 March 31, 0.84% 0.63% Issue 2010 2010 Rights Issue January 1,20,000 3,35,000 10 10 January 0.48% 0.36% 15, 2013 15, 2013 Rights Issue June 7, 5,00,000 8,35,000 10 10 June 7, 2.01% 1.50% 2013 2013 Rights Issue June 12, 3,00,000 11,35,000 10 10 June 12, 1.21% 0.90% 2013 2013 137Nature of Date of Number of Cumulative Face Issue / Date % of pre- % of post- Transaction allotment Equity number of value Acquisition when the Offer Offer / transfer Shares Equity per Price / Equity Equity Equity allotted / Shares Equity Transfer Shares Share Share transferred Share Price per were Capital Capital (₹) Equity made Share fully paid- (₹) up Private December 5,09,770 16,44,770 10 23.54 December 2.05% 1.53% Placement 18, 2014 (includes 18, 2014 premium of ₹13.54 per Equity Share) Private August 1,00,000 17,44,770 10 100 August 27, 0.40% 0.30% Placement 27, 2020 (includes 2020 premium of ₹90 per Equity Share) Private August 1,00,000 18,44,770 10 100 August 29, 0.40% 0.30% Placement 29, 2020 (includes 2020 premium of ₹90 per Equity Share) Private August 2,70,000 21,14,770 10 100 August 31, 1.09% 0.81% Placement 31, 2020 (includes 2020 premium of ₹90 per Equity Share) Private September 4,30,000 25,44,770 10 100 September 1.73% 1.29% Placement 10, 2020 (includes 10, 2020 premium of ₹90 per Equity Share) Private September 1,00,000 26,44,770 10 100 September 0.40% 0.30% Placement 11, 2020 (includes 11, 2020 premium of ₹90 per Equity Share) Transfer by July 31, (1,00,000) 25,44,770 10 Nil NA (0.40) % (0.30) % way of gift 2023 Bonus Issue December 1,37,41,758 1,62,86,528 10 Nil NA 55.23% 41.14% [in the ratio 30, 2023 of 54:10 i.e., 54 (fifty- four) Equity 138Nature of Date of Number of Cumulative Face Issue / Date % of pre- % of post- Transaction allotment Equity number of value Acquisition when the Offer Offer / transfer Shares Equity per Price / Equity Equity Equity allotted / Shares Equity Transfer Shares Share Share transferred Share Price per were Capital Capital (₹) Equity made Share fully paid- (₹) up Shares for every 10 (ten) Equity Shares held.] Total 1,62,86,528 65.45% 48.76% Bechar Raghavji Patel Initial June 13, 5,000 5,000 10 10 June 13, 0.02% 0.01% subscription 2007 2007 to MoA Further March 31, 3,45,000 3,50,000 10 10 March 31, 1.39% 1.03% Issue 2010 2010 Rights Issue January 3,80,000 7,30,000 10 10 January 1.53% 1.14% 15, 2013 15, 2013 Bonus Issue December 39,42,000 46,72,000 10 Nil NA 15.84% 11.80% [in the ratio 30, 2023 of 54:10 i.e., 54 (fifty- four) Equity Shares for every 10 (ten) Equity Shares held.] Total 46,72,000 18.78% 13.99% Hiren Bechar Patel Further March 31, 1,00,000 1,00,000 10 10 March 31, 0.40% 0.30% Issue 2010 2010 Bonus Issue December 5,40,000 6,40,000 10 Nil NA 2.17% 1.62% [in the ratio 30, 2023 of 54:10 i.e., 54 (fifty- four) Equity Shares for every 10 (ten) Equity Shares held.] Total 6,40,000 2.57% 1.92% Rahul Dhanji Patel Transfer by July 31, 1,00,000 1,00,000 10 Nil NA 0.40% 0.30% way of gift 2023 139Nature of Date of Number of Cumulative Face Issue / Date % of pre- % of post- Transaction allotment Equity number of value Acquisition when the Offer Offer / transfer Shares Equity per Price / Equity Equity Equity allotted / Shares Equity Transfer Shares Share Share transferred Share Price per were Capital Capital (₹) Equity made Share fully paid- (₹) up Bonus Issue December 5,40,000 6,40,000 10 Nil NA 2.17% 1.62% [in the ratio 30, 2023 of 54:10 i.e., 54 (fifty- four) Equity Shares for every 10 (ten) Equity Shares held.] Total 6,40,000 2.57% 1.92% (ii) All Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of such Equity Shares. As on the date of this Prospectus, none of the Equity Shares held by our Promoters are subject to any pledge. Our Promoters do not hold any preference shares, as on the date of this Prospectus. (iii) None of the members of our Promoter Group, our Promoters, our Directors, or any of their respective relatives, as applicable, have purchased or sold any securities of our Company during the period of six (6) months immediately preceding the date of this Prospectus. (iv) There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and/or their relatives have financed the purchase of Equity Shares of our Company, by any other person (other than in the normal course of business of the financing entity), during the six (6) months immediately preceding the date of filing of this Prospectus. (v) Shareholding of our Promoters and the members of our Promoter Group Set forth below is the equity shareholding of our Promoters and members of our Promoter Group as on the date of this Prospectus: Name of Pre-Offer Post-Offer (1) Shareholder No. of Equity Shares % of Pre-Offer No. of Equity % of Post- of face value of ₹10 Equity Share Shares of face Offer Equity each Capital value of ₹10 each Share Capital Promoters Dhanji Raghavji Patel 1,62,86,528 65.45% 1,55,18,528 46.46% Bechar Raghavji 46,72,000 18.78% 44,38,000 13.29% Patel Hiren Bechar Patel 6,40,000 2.57% 6,40,000 1.92% Rahul Dhanji Patel 6,40,000 2.57% 6,40,000 1.92% Total (A) 2,22,38,528 89.37% 2,12,36,528 63.58% Promoter Group Bharat Haribhai Patel 12,48,000 5.02% 12,48,000 3.74% 140Name of Pre-Offer Post-Offer (1) Shareholder No. of Equity Shares % of Pre-Offer No. of Equity % of Post- of face value of ₹10 Equity Share Shares of face Offer Equity each Capital value of ₹10 each Share Capital Mahesh Haribhai 3,20,000 1.29% 3,20,000 0.96% Patel Ankit Beacher Patel 3,20,000 1.29% 3,20,000 0.96% Asmita Dhanji Patel 64,000 0.26% 64,000 0.19% Vaishali Panvelkar 64,000 0.26% 64,000 0.19% Komal Rahul 64,000 0.26% 64,000 0.19% Waghela Preeti Pankaj Patel 64,000 0.26% 64,000 0.19% Total (B) 21,44,000 8.62% 21,44,000 6.42% Total (A) + (B) 2,43,82,528 97.99% 2,33,80,528 70.00% (1) Subject to finalisation on Basis of Allotment. 9. Details of acquisition of Equity Shares and of our Company through secondary transactions Except as disclosed below and in “Build - up of our Promoters’ equity shareholding in our Company” on page 137, there has been no acquisition or transfer of Equity Shares through secondary transactions by any member of our Promoter Group in the last three (3) years preceding the date of this Prospectus: Name of the Nature of Transaction Face Date of Number Acquisition Shareholders value acquisition of of Equity price per (in ₹) Equity Shares Equity Shares acquired Share (₹) Promoter Group Bharat Transfer of Equity Shares by way of 10 May 30, 2023 10,000 Nil Haribhai gift from Shavji Jesha Patel Patel Transfer of Equity Shares by way of 10 May 30, 2023 20,000 Nil gift from Jaishri Bharatbai Patel Transfer of Equity Shares by way of 10 June 19, 2023 1,45,000 Nil gift from Punji Beacher Patel Preeti Pankaj Transfer of Equity Shares by way of 10 May 30, 2023 10,000 Nil Patel gift from Komal Rahul Waghela Mahesh Transfer of Equity Shares by way of 10 May 30, 2023 10,000 Nil Haribhai gift from Geeta Mahesh Patel Patel Transfer of Equity Shares by way of 10 June 19, 2023 30,000 Nil gift From Ananthibhain S Patel Asmita Transfer of Equity Shares by way of 10 May 30, 2023 10,000 Nil Dhanji Patel gift from Smita Dhanji Patel Punji Beacher Transfer of Equity Shares by way of 10 May 30, 2023 50,000 Nil Patel gift from Lata Hiren Patel Transfer of Equity Shares by way of 10 May 30, 2023 20,000 Nil gift from Lata Hiren Patel Anandiben Transfer of Equity Shares by way of 10 May 30, 2023 10,000 Nil Patel gift from Lataben Ashwin Patel Anandiben Transfer of Equity Shares by way of 10 May 30, 2023 10,000 Nil Patel gift from Ashwin Patel Komal Rahul Transfer of Equity Shares by way of 10 May 30, 2023 (10,000) Nil Waghela gift to Preeti Pankaj Patel Transfer of Equity Shares by way of 10 May 30, 2023 (20,000) Nil gift to Punji Beacher Patel 141Name of the Nature of Transaction Face Date of Number Acquisition Shareholders value acquisition of of Equity price per (in ₹) Equity Shares Equity Shares acquired Share (₹) Anandiben Transfer of Equity Shares by way of 10 June 19, 2023 (30,000) Nil Patel gift to Mahesh Haribhai Patel Ashwin Patel Transfer of Equity Shares by way of 10 May 30, 2023 (10,000) Nil gift to Anandiben Patel Geeta Transfer of Equity Shares by way of 10 May 30, 2023 (10,000) Nil Mahesh Patel gift to Mahesh Haribhai Patel Jaishree Transfer of Equity Shares by way of 10 May 30, 2023 (20,000) Nil Bharatbai gift to Bharat Haribhai Patel Patel Lata Hiren Transfer of Equity Shares by way of 10 May 30, 2023 (50,000) Nil Patel gift to Punji Bechar Patel Lataben Transfer of Equity Shares by way of 10 May 30, 2023 (10,000) Nil Ashwin Patel gift to Anandiben Patel Punji Bechar Transfer of Equity Shares by way of 10 June 19, 2023 (1,45,000) Nil Patel gift to Bharat Haribhai Patel Shavji Patel Transfer of Equity Shares by way of 10 May 30, 2023 (10,000) Nil gift to Bharat Haribhai Patel Smitaben Transfer of Equity Shares by way of 10 May 30, 2023 (10,000) Nil Dhanji Patel gift to Asmita Dhanji Patel 10. Lock-in Requirements (i) Details of minimum Promoters’ contribution locked in for eighteen (18) months (a) Pursuant to regulation 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company (except for the Equity Shares offered pursuant to the Offer for Sale), shall be locked-in for a period of eighteen (18) months from the date of Allotment as minimum Promoters’ contribution (“Minimum Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% of the fully diluted post-Offer Equity Share Capital shall be locked-in for a period of six (6) months from the date of Allotment. (b) The Promoters have given their consent to include such number of Equity Shares held by our Promoters as disclosed above, constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Minimum Promoter’s Contribution as specified under Regulation 14 of the SEBI ICDR Regulations. Our Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the Minimum Promoter’s Contribution from the date of filing the 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 SEBI ICDR Regulations. (c) Set forth below are the details of Equity Shares that will be locked-in for eighteen (18) months as Minimum Promoters’ Contribution from the date of Allotment*: 142Name of Number of Number of Date of Face value Allotment/ Nature of % of the Period of Date up to the Equity Equity allotment/ per Equity acquisition transaction post-Offer locked-in which Promoter Shares Shares transfer# Share (₹) price per paid-up Equity locked-in* Equity locked-in Shares Share (₹) Equity locked-in Share capital* Dhanji 1,37,41,758 50,00,000 December 10 - Bonus Issue 14.97% 18 months March 01, Raghavji 30, 2023 2027 Patel Bechar 39,42,000 17, 20,000 December 10 - Bonus Issue 5.15% 18 months March 01, Raghavji 30, 2023 2027 Patel Total 67,20,000 20.12% * Subject to finalisation of the Basis of Allotment. Note: (1) All the Equity shares were fully paid-up on the respective dates of allotment / acquisition of such Equity Shares. (d) Our Promoters have agreed not to dispose of, sell, transfer, charge, pledge or otherwise encumber in any manner, the Minimum Promoters’ Contribution from the date of filing of the Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under the SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations. (e) Our Company undertakes that the Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Minimum Promoters’ Contribution in terms of regulation 15 of the SEBI ICDR Regulations. In this connection, we confirm the following: (i) The Equity Shares offered for Minimum Promoters’ Contribution do not include Equity Shares acquired during the three (3) immediately preceding years before filing of the Draft Red Herring Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets involved in such transactions; or (b) which have resulted from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company or from bonus issue against Equity Shares which are otherwise ineligible for computation of Minimum Promoters’ Contribution; (ii) The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the one (1) immediately preceding year, at a price lower than the price at which the Equity Shares are being offered to the public in the Offer; (iii) Our Company has not been formed by conversion of one or more partnership firms or limited liability partnership firm and there is no change in management; and (iv) The Equity Shares forming part of the Minimum Promoters’ Contribution are not pledged with any creditor. (ii) Details of Equity Shares locked in for six (6) months The entire pre-Offer Equity Share capital of our Company (excluding those Equity Shares forming part of the Minimum Promoters’ Contribution) (“Promoters’ Six month Lock-in”) shall be locked-in for a period of six (6) months from the date of Allotment or such other minimum lock-in period as may be prescribed under the SEBI ICDR Regulations, except for the Equity Shares sold pursuant to the Offer for Sale or as permitted under the SEBI ICDR Regulations. 143(iii) Details of Equity Shares locked-in for six (6) months The entire pre-Offer Equity Share capital of our Company (excluding the Minimum Promoters’ Contribution and Promoters’ six-month Lock-in) will be locked-in for a period of six (6) months from the date of Allotment. (iv) Lock-in of Equity Shares Allotted to Anchor Investors 50% of the Equity Shares Allotted to each of the Anchor Investors in the Anchor Investors Portion shall be locked- in for a period of ninety (90) days from the date of Allotment and the remaining 50% shall be locked-in for a period of thirty (30) days from the date of Allotment. (v) Recording on non-transferability of Equity Shares locked-in As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. (vi) Other requirements in respect of lock-in Pursuant to regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters (as mentioned above) may be pledged only with any scheduled commercial banks or public financial institutions or a systemically important non-banking finance company or a housing finance company as a collateral security for loans granted by such entities, subject to the following: (a) If the Equity Shares are locked-in in terms of sub-regulation (a) of Regulation 16(1) of the SEBI ICDR Regulations, the loan has been granted for the purpose of financing one or more of the objects of the Offer and the pledge of Equity Shares is one of the terms of sanction of the loan; (b) If the Equity Shares are locked-in in terms of sub-regulation (b) of Regulation 16(1) of the SEBI ICDR Regulations and the pledge of Equity Shares is one of the terms of sanction of the loan. Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the Equity Shares till the lock-in period stipulated in the SEBI ICDR Regulations has expired. Pursuant to regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and locked-in, may be transferred to another Promoter or any person of our Promoter Group or to a new promoter, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of SEBI Takeover Regulations, as applicable. Further, in terms of regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than our Promoters prior to the Offer and locked-in for a period of six (6) months, may be transferred to any other person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with the SEBI Takeover Regulations, as applicable. [Remainder of the page has been intentionally left blank.] 14411. Shareholding Pattern of our Company Set forth below is the shareholding pattern of our Company, as on the date of this Prospectus: Categor Category of Numb Number of Numb Numb Total Shareho Number of voting rights held in each class of Num Sharehol Number of Number of Number of y Shareholder er of fully paid-up er of er of number of lding as securities ber of ding as a locked-in Equity Equity Shares Equity (I) (II) Shareh Equity partly Equity Equity a % of (IX) Equit % Shares pledged or Shares held olders Shares held paid- Shares Shares held total y assuming (XII) otherwise in (III) (IV) up underl number Share full encumbered dematerialis Equity ying (VII)= (IV) of s conversi ed form Shares deposi + (V) + (VI) Equity under on of (XIII) (XIV) held tory Shares Number of Voting Rights Total as lying convertib Numbe As a Numbe As a (V) receipt (calcula Class e.g. Class Total % of outsta le r % of r % of s ted as Equity e.g. A+B+ nding securities (a) total (a) total (VI) per Shares Other C) conve (as a Equit Share SCRR, s rtible percenta y s held 1957) securi ge of Share (b) As a % ties diluted s held of (inclu share (b) A+B+C ding capital) 2) warra (VIII) nts) (XI) = (X) (VII) + (X) As a % of (A+B+C 2) (A) Promoters 11 2,43,82,528 - - 2,43,82,528 97.99% 2,43,82,528 - 2,43,82,528 97.99% - - - - - - 2,43,82,528 and Promoter Group (B) Public 43 5,00,000 - - 5,00,000 2.01% 5,00,000 - 5,00,000 2.01% - - - - - - 5,00,000 (C) Non- - - - - - - - - - - - - - - - - - Promoter Non-Public (C1) Shares - - - - - - - - - - - - - - - - - underlying depository receipts 145Categor Category of Numb Number of Numb Numb Total Shareho Number of voting rights held in each class of Num Sharehol Number of Number of Number of y Shareholder er of fully paid-up er of er of number of lding as securities ber of ding as a locked-in Equity Equity Shares Equity (I) (II) Shareh Equity partly Equity Equity a % of (IX) Equit % Shares pledged or Shares held olders Shares held paid- Shares Shares held total y assuming (XII) otherwise in (III) (IV) up underl number Share full encumbered dematerialis Equity ying (VII)= (IV) of s conversi ed form Shares deposi + (V) + (VI) Equity under on of (XIII) (XIV) held tory Shares Number of Voting Rights Total as lying convertib Numbe As a Numbe As a (V) receipt (calcula Class e.g. Class Total % of outsta le r % of r % of s ted as Equity e.g. A+B+ nding securities (a) total (a) total (VI) per Shares Other C) conve (as a Equit Share SCRR, s rtible percenta y s held 1957) securi ge of Share (b) As a % ties diluted s held of (inclu share (b) A+B+C ding capital) 2) warra (VIII) nts) (XI) = (X) (VII) + (X) As a % of (A+B+C 2) (C2) Shares held - - - - - - - - - - - - - - - - - by Employee Trusts Total 54 2,48,82,528 - - 2,48,82,528 100% 2,48,82,528 - 2,48,82,528 100% - - - - - - 2,48,82,528 (A)+(B)+ (C) 14612. As on the date of this Prospectus, the BRLM - Fedex Securities Private Limited and its associates (as defined under the SEBI Merchant Bankers Regulations) do not hold any Equity Shares of our Company. However, the BRLM and its associates may engage in transactions with, and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company for which they may in the future receive customary compensation. 13. Details of shareholding of the major Shareholders of our Company (a) As on the date of this Prospectus, our Company has fifty-four (54) shareholders. (b) Set forth below are details of Shareholders, holding 1% or more of the paid-up Equity Share capital of our Company, as on the date of filing of this Prospectus: Sr. Name of the Shareholder Number of Equity Shares Percentage of Equity Share No. held of face value of ₹10 each Capital (%) 1 Dhanji Raghavji Patel 1,62,86,528 65.45% 2 Bechar Raghavji Patel 46,72,000 18.78% 3 Bharat Haribhai Patel 12,48,000 5.02% 4 Rahul Dhanji Patel 6,40,000 2.57% 5 Hiren Bechar Patel 6,40,000 2.57% 6 Mahesh Haribhai Patel 3,20,000 1.29% 7 Ankit Beacher Patel 3,20,000 1.29% Total 2,41,26,528 96.96% (c) Set forth below are details of shareholders, holding 1% or more of the paid-up Equity Share capital of our Company, as of ten (10) days prior to the date of filing of this Prospectus: Sr. Name of the Shareholder Number of Equity Shares Percentage of Equity No. held of face value of ₹10 each Share Capital (%) 1 Dhanji Raghavji Patel 1,62,86,528 65.45% 2 Bechar Raghavji Patel 46,72,000 18.78% 3 Bharat Haribhai Patel 12,48,000 5.02% 4 Hiren Bechar Patel 6,40,000 2.57% 5 Rahul Dhanji Patel 6,40,000 2.57% 6 Mahesh Haribhai Patel 3,20,000 1.29% 7 Ankit Beacher Patel 3,20,000 1.29% Total 2,41,26,528 96.96% (d) Set forth below are details of shareholders, holding 1% or more of the paid-up Equity Share capital of our Company, as of two (2) years prior to the date of filing of this Prospectus: Sr. Name of the Shareholder No. of Equity Shares held of Percentage of Equity Share No. face value of ₹10 each Capital (%) 1 Dhanji Raghavji Patel 26,44,770 69.42% 2 Bechar Raghavji Patel 7,30,000 19.16% 3 Hiren Bechar Patel 1,00,000 2.62% 4 Punji Beacher Patel 75,000 1.97% 5 Ankit Beacher Patel 50,000 1.31% 6 Leelavati Hiren Patel 50,000 1.31% 7 Komal Rahul Waghela 40,000 1.05% Total 36,89,770 96.85% 147(e) Set forth below is a list of shareholders, holding 1% or more of the paid-up Equity Share capital of our Company, as of one (1) year prior to the date of filing of this Prospectus: Sr. Name of the Shareholder Number of Equity Shares Percentage of Equity Share No. held of face value of ₹10 each Capital (%) 1 Dhanji Raghavji Patel 1,62,86,528 66.80% 2 Bechar Raghavji Patel 46,72,000 19.16% 3 Bharat Haribhai Patel 12,48,000 5.12% 4 Hiren Bechar Patel 6,40,000 2.62% 5 Rahul Dhanji Patel 6,40,000 2.62% 6 Ankit Beacher Patel 3,20,000 1.31% Total 2,41,26,528 98.95% 14. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company Except as disclosed below, none of our Directors, Key Managerial Personnel and Senior Management hold any Equity Shares in our Company: Sr. Name of the Director / Key Number of Equity % of Pre-Offer % of Post-Offer No. Managerial Personnel / Senior Shares of face value Equity Share Equity Share Management of ₹10 each Capital Capital* 1 Dhanji Raghavji Patel 1,62,86,528 65.45% 46.46% 2 Bechar Raghavji Patel 46,72,000 18.78% 13.29% 3 Hiren Bechar Patel 6,40,000 2.57% 1.92% 4 Bharat Haribhai Patel 12,48,000 5.02% 3.74% 5 Rahul Dhanji Patel 6,40,000 2.57% 1.92% 6 Mahesh Haribhai Patel 3,20,000 1.29% 0.96% Total 2,38,06,528 95.68% 68.28% * Subject to finalisation of Basis of Allotment For further details, please see “Our Management- Shareholding of our Directors in our Company” and “Our Management- Shareholding of our Key Managerial Personnel and Senior Management of our Company” on pages 427 and 438 15. Our Company presently does not intend or propose and is not under negotiations or considerations to alter its capital structure for a period of six (6) months from the Bid/ Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares, or further issue of Equity Shares (including securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by way of bonus shares or on a rights basis or by way of further public issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares). 16. Our Company, our Directors and the BRLM have not entered into any buy-back or other arrangements for the purchase of Equity Shares being offered through this Offer. 17. No person connected with the Offer, including our Company, the BRLM, the members of the Syndicate, our Promoters or members of our Promoter Group or our Directors, shall offer any incentive, whether direct or indirect, in the nature of discount, commission and allowance, except for fees or commission for services rendered in relation to the Issue, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid. 18. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares, as on the date of this Prospectus. The Equity Shares to be issued pursuant to the Offer shall be fully paid-up at the time of Allotment. 19. Except for the allotment of Equity Shares pursuant to the Pre-IPO Placement, there has not been and there will not be any further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from filing of this Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application moneys have been refunded, as the case may be. 14820. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other convertible instruments into, or which would entitle any person any option to receive Equity Shares of our Company, as on the date of this Prospectus. 21. All equity shares issued by our Company from the date of incorporation of our Company till the date of filing of this Prospectus have been made in compliance with Companies Act. 22. None of the investors of the Company are directly/indirectly related with Book Running Lead Manager and their associates. 23. Our Company shall ensure that all transactions in the Equity Shares by our Promoters and the members of our Promoter Group during the period between the date of filing this Prospectus filed in relation to this Offer and the date of closure of the Offer shall be reported to the Stock Exchanges within twenty-four (24) hours of such transactions. 24. There shall be only one denomination of the Equity Shares of our Company at any given time, unless otherwise permitted by law. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 25. Except to the extent of sale of the respective portion of Offered Shares in the Offer for Sale by our Promoter Selling Shareholders, our other Promoters and members of our Promoter Group will not participate in the Offer. 26. Our Company has not made any initial public offer of its Equity Shares during the preceding two (2) years from the date of this Prospectus. 27. Neither (i) the BRLM or any associate of the BRLM (other than Mutual Funds sponsored by entities which are associates of the BRLM or insurance companies promoted by entities which are associates of the BRLM or AIFs which are sponsored by entities that are associates of the BRLM or FPIs (other than individuals, corporate bodies and family offices); nor (ii) pension funds sponsored by entities which are associates of the BRLM, can apply in the Offer under the Anchor Investor Portion. Further, no person related to our Promoters or members of our Promoter Group can apply in the Offer under the Anchor Investor Portion. 28. A Bid cannot be made for more than the Offer Size. The maximum Bid by any Bidder should not exceed the investment limits prescribed under relevant laws applicable to each category of investors. 149OBJECTS OF THE OFFER The Offer comprises of the Fresh Issue 85,18,000* Equity Shares having face value of ₹10 each, aggregating to ₹ 21,710.70 Lakhs by our Company and an Offer for Sale of 10,02,000* Equity Shares having face value of ₹10 each aggregating to ₹ 2555.10 Lakhs by the Promoter Selling Shareholders. *Subject to finalisation of Basis of Allotment Offer for Sale The proceeds of the Offer for Sale shall be received by the Promoter Selling Shareholders. Our Company will not receive any proceeds from the Offer for Sale. Each of the Promoter Selling Shareholders will be entitled to the Offer Proceeds, to the extent of the Equity Shares offered by them in the Offer, net of their respective share of the Offer related expenses and the relevant taxes thereon. For further details of the Offer for Sale, please see “The Offer” on page 111. Objects of the Offer Our Company proposes to utilize the Net Proceeds from the Offer towards funding the following objects: 1. Repayment/prepayment, in full or part, of certain borrowings availed by our Company; 2. Funding of working capital requirements of the Company; and 3. General corporate purposes. (collectively, referred to herein as the “Objects”) The main objects clause and objects incidental and ancillary to the main objects as set out in the Memorandum of Association enables our Company to undertake (i) existing business activities; (ii) the activities proposed to be funded from the Net Proceeds; and (iii) the activities towards which the loans proposed to be repaid from the Net Proceeds were utilised. In addition, we expect to achieve the benefits of listing of the Equity Shares on the Stock Exchanges, including enhancing our visibility and our brand image among our existing and potential customers and creation of a public market for our Equity Shares in India. Net Proceeds The following table sets forth details of the Net Proceeds: Particulars Estimated Amount (₹ in lakhs) Gross Proceeds from the Offer# (A) 21,710.70 (1) Less: Offer Related Expenses in relation to the Fresh Issue to be borne by our 2662.83(2) Company* (B) Net proceeds from the Fresh Issue (“Net Proceeds”) (A-B) 19,047.87 (2) #Subject to finalisation of Basis of Allotment *For details with respect to Offer expenses excludes applicable taxes, where applicable. Offer expenses are estimates and are subject to change. For details with respect to sharing of fees and expenses amongst our Company and the Promoter Selling Shareholders, please refer to the heading “Objects of the Offer -Offer Related Expenses” on page 162. (1) A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 150Placement has been appropriately made in the relevant sections of this Prospectus. Utilisation of Net Proceeds The following table sets forth details of the proposed utilisation of the Net Proceeds and utilization from the Pre- IPO Placement: Particulars Amount to be utilized Amount Utilized by from Net Proceeds (₹ in the Company from the Lakhs) # Pre-IPO Placement (₹ in Lakhs) $ Repayment/prepayment, in full or part, of certain 5,900.00 Nil borrowings availed by our Company Funding of working capital requirements of the Company 10,900.02 599.98 General corporate purposes*#@ 2,247.85 319.63 Net Proceeds 19,047.87 919.61 * The amount to be utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds. Subject to finalisation of Basis of Allotment #A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. @ The balance proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregate to ₹ 580.39 Lakhs shall be utilized towards general corporate purposes. $ As certified by our Statutory Auditors – Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated June 24, 2025. 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 set forth in the table below: (₹ in Lakhs) Particulars Amount to be Amount Utilized Estimated amount financed from by the Company to be deployed from Net Proceeds from the Pre-IPO the Net Proceeds in and the Pre- Placement ^ Fiscal 2026 IPO Placement^ Repayment/prepayment, in full or part, of 5,900.00 Nil 5,900.00 certain borrowings availed by our Company Funding of working capital requirements of the 11,500.00 599.98$ 10,900.02 Company General corporate purposes (1) ^@ - 319.63 2247.85 Net Proceeds (1) - 919.61 19,047.87 (1) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds. ^ A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 151Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. @ The balance proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregate to ₹580.39 Lakhs shall be utilized towards general corporate purposes. $ As certified by our Statutory Auditors – Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated June 24, 2025. The fund requirements, proposed deployment of funds and the intended use of the Net Proceeds set out above is based on our current business plan, internal management estimates, prevailing market conditions and other commercial considerations. However, these fund requirements and proposed deployment of Net Proceeds have not been appraised by any external/independent agency or any bank or financial institution. We may have to revise our funding requirement on account of various factors, such as financial and market conditions, interest rate fluctuations, access to capital, competitive landscape and other external factor such as changes in the business environment or regulatory climate, which may not be within the control of our management. This may also entail rescheduling of the proposed deployment of the Net Proceeds at the discretion of our management and shall be considered as variation in the object of the Offer, which would be subject to compliance with applicable laws. Further, in the event, the Net Proceeds are not utilized (in full or in part) for the objects of the Offer during the period stated above due to any reason, including (i) the timing of completion of the Offer; (ii) market conditions outside the control of our Company; and (iii) any other economic, business and commercial considerations, the remaining Net Proceeds shall be utilized in subsequent periods as may be determined by our Company, but not later than Fiscal 2026, and beyond such period would be considered as variation in the Object of the Offer, subject to compliance with applicable laws including seeking necessary approvals. Further, such factors could also require us to advance the utilisation before the scheduled deployment as disclosed above. Please see Risk Factors- Our funding requirements and the proposed deployment of Net Proceeds are based on management estimates and have not been appraised by any bank or financial institution or any other independent agency and maybe subject to change based on various factors some of which maybe beyond our control. We have not entered into any definitive agreements to utilise certain portions of the Net Proceeds of the Offer” on page 41. Subject to compliance with applicable laws, if the actual utilisation towards the Objects, as set out above, is lower than the proposed deployment, such balance will be used towards general corporate purposes, provided that the total amount to be utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds, in accordance with the SEBI ICDR Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the Objects of the Offer, we may explore a range of options including utilising our internal accruals or undertaking any additional debt arrangements. We believe that such alternate arrangements would be available to fund any such shortfalls. Our Company proposes to deploy the entire Net Proceeds towards the Objects in the manner as specified and as per the schedule provided in the table above. In the event that the estimated utilization is not completed as per the aforementioned schedule, due to the reasons stated above, such funds shall be utilised in the next Fiscals, as may be determined by our Company, in accordance with applicable law. Depending upon such factors, we may have to reduce or extend the utilisation period for any of the stated Objects beyond the estimated time period, at the discretion of our management, in accordance with applicable law. Further, such factors could also require us to advance the utilisation before the scheduled deployment as disclosed above towards any particular or all Objects. Any such change in our plans may require rescheduling of our expenditure programs and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by our internal accruals, additional equity and/or debt arrangements, as required. Subject to compliance with applicable laws, if the actual utilisation towards any of the Objects, including offer related expenses is lower than the proposed deployment such balance will be used for funding other existing Objects, if necessary and/or 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 in accordance with the SEBI ICDR Regulations. 152DETAILS OF THE OBJECTS OF THE OFFER 1. Repayment/ prepayment, in full or part, of certain borrowings availed by our Company Our Company has entered into various financing arrangements with banks and other lenders, which include term loans and working capital facilities, including fund based and non-fund-based borrowings. For details of our Company’s outstanding financial indebtedness, please see “Financial Indebtedness” on page 516. As on May 31, 2025, our Company had sanctioned facilities aggregating ₹21,766.68 Lakhs, including non- fund-based limit and outstanding facilities aggregating ₹16,506.62 Lakhs, including non-fund-based limit. Our Company proposes to utilise an estimated amount of ₹5,900.00 lakhs from the Net Proceeds towards full or partial repayment or pre-payment of certain borrowings availed by our Company. Given the nature of these borrowings and the terms of repayment or pre-payment, the aggregate outstanding amounts under these borrowings may vary from time to time and our Company may, in accordance with the relevant repayment schedule, repay or refinance some of their existing borrowings or avail of additional credit facilities. If at the time of the 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 our Company may utilise the Net Proceeds for part or full pre-payment / repayment of any such refinanced facilities or repayment of any additional facilities obtained by our Company and details of such borrowings will be included in the Prospectus. However, the aggregate amount to be utilised from the Net Proceeds towards repayment or pre-payment of certain of our borrowings (including refinanced or additional facilities availed, if any), in part or full, would not exceed ₹5,900.00 Lakhs. We believe that such repayment/ pre-payment will help reduce our Company’s outstanding indebtedness and debt servicing costs and enable utilisation of our Company’s internal accruals for further investment in our Company’s business growth and expansion. Additionally, our Company believes that the leverage capacity of our Company will improve its ability to raise further resources in the future to fund potential business development opportunities and plans to grow and expand our business. The selection of borrowings proposed to be repaid/ prepaid out of the borrowings provided below, shall be based on various factors including (i) cost of the borrowings to our Company, including applicable interest rates, (ii) any conditions attached to the borrowings restricting our Company’s ability to prepay the borrowings and time taken to fulfil such requirements, (iii) receipt of consents for prepayment or waiver from any conditions attached to such prepayment from our respective lenders, prior to completion of the Offer; (iv) terms and conditions of such consents and waivers, (v) levy of any prepayment penalties and the quantum thereof, (vi) provisions of any law, rules, 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. The following table provides details of certain of the borrowings availed by our Company, which are currently proposed to be fully or partially repaid (earlier or scheduled) or pre-paid from the Net Proceeds*: [The remainder of this page is intentionally left blank] 153Whether Amount Name As at May 31, Rate of Tenor and Prepayment loan is for Sr. Nature sanctioned Date of Date of of the Purpose 2025 Interest/ repayment terms / capital No. of Loan (₹ in Sanction Disbursement Lender (₹ in Lakhs) Commission schedule penalty expenditure Lakhs) requirements 1. H BaD nF kC CC ra es dh it W Co aprk iti an lg 4,243.33 8.49% DeO mn a nd 2% No Ltd 04.04.2022 - Pre- 04.04.2022 ₹6,400.00 HDFC Shipment 2. Bank Credit in Working 2,468.43 6.02% 90 Days 2% No Capital 8150.00 & & Ltd Foreign Currency 17.06.2023 17.06.2023 - ₹1,750.00 Working HDFC 3. Bank Capital Working 700.00 8.50% 90 Days 2% No Demand Capital Ltd Loan 4. Y BaE nS k Cash Working - 9.60% DeO mn a nd 2% No Credit Capital Ltd 17.03.2023 - Pre- 17.03.2023 ₹5,670.00 YES Shipment 5. Bank Credit in Working 1,748.14 6.01% 120 Days 2% No Capital 8170.00 & & Ltd Foreign Currency 21.07.2023 21.07.2023 - ₹2,500.00 Working YES 6. Bank Capital Working 6,300.00 9.50% 30 Days 2% No Demand Capital Ltd Loan 154^Details of loan availed within 1 year before filing the DRHP with SEBI i.e. March 29, 2024 are as below: HDFC Bank YES Bank Total Limits one HDFC Bank YES Bank Sanction Sanction Letter Sanction Letter Total Limits as on Particulars year prior to DRHP Sanction Letter Letter dated dated April 04, dated March 17, May 31, 2025 filing date dated May 07, 2024 September 19, 2024 2022 2023 Sanctioned Fund Based Limits: (Cash Credit + Post Shipment Finance + Pre 6,400.00 5,670.00 12,070.00 8,150.00 8,170.00 16,320.00 Shipment Finance + Working Capital Demand Loan)* * The consolidated sanctioned limits of bank facilities are mentioned as the limits are interchangeable within Cash Credit, Pre and Post Shipment Finance & Working Capital Demand Loan. HDFC Bank As YES Bank As on Total As on March HDFC Bank As on YES Bank As on May Total As on May 31, Particulars on March 31, 2023 March 31, 2023 31, 2023 May 31, 2025 31, 2025 2025 Ulitlised Fund Based Limits: Cash Credit 1,815.11 89.58 1,904.69 4,243.33 - 4,243.33 Post Shipment Finance + Pre Shipment Finance 4,291.05 5,500.94 9,791.99 2,468.43 1,748.14 4,216.57 Working Capital Demand Loan - - - 700.00 6,300.00 7,000.00 Total 6,106.16 5,590.52 11,696.68 7,411.76 8,048.14 15,459.90 In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our Company has obtained the requisite certificate, from peer reviewed independent chartered accountant certified by Kanu Doshi Associates LLP, Chartered Accountants, Statutory Auditors, through their certificate dated June 24, 2025. For the purposes of the Offer, our Company has obtained the necessary consent from our lenders as is required under the relevant facility documents for undertaking activities in relation to the Offer, including any consequent actions. Given the nature of these borrowings and the terms of prepayment, the aggregate outstanding amounts may vary from time to time and our Company may, in accordance with the relevant repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. In light of the above, post filing of this Prospectus, any of the abovementioned loans or facilities may be repaid, in part or full, or refinanced. We believe that the Company have significantly expanded its capacity in line with its future business plan and accordingly, do not forsee any significant increase in expenditure towards property, plant and equipment. Going forward, a major portion of the internal accruals would be deployed towards meeting the incremental working capital requirement and repayment of loan. The incremental working capital requirement will be on account of store expansion and for market penetration of its blended spices brand, which was recently launched by our Company. This push in domestic and export sales under our Non-Retail Business vertical would require us to provide higher credit terms to our customers. Accordingly, the proposed object of repayment of loan in part would help our Company to reduce its debt burden, reduce interest expense, improve its operational and financial ratio and also increase the availability of cash for meeting the aforesaid growth objective. However, our Company may in future depending on its business requirements increase its borrowing. 155Further, we may be subject to the levy of pre-payment penalties or premiums, depending on the facility being repaid/prepaid, the conditions specified in the relevant documents governing such credit facility and the amount outstanding/being pre-paid/repaid, as applicable. In the event that there are any prepayment penalties required to be paid under the terms of the relevant financing arrangements, the amount of such prepayment penalties shall be paid by our Company out of our internal accruals. We will take such provisions also into consideration while deciding repayment and/ or pre-payment of loans from the Net Proceeds. In addition to the above, we may, from time to time, enter into further financing arrangements and draw down funds thereunder. In such cases or in case any of the above loans are prepaid, repaid, redeemed (earlier or scheduled), refinanced or further drawn down prior to the completion of the Offer, we may utilise Net Proceeds towards prepayment, repayment or redemption (earlier or scheduled) of such additional indebtedness availed by us. 2. Funding working capital requirements of our Company Our Company proposes to utilise ₹10,900.02 Lakhs from the Net Proceeds towards funding its working capital requirements in Fiscal 2026. We have significant working capital requirements, and we fund our working capital requirements in the ordinary course of business from our internal accruals/equity and financing facilities from various banks, financial institutions, non-banking financial companies and related parties. Our Company requires additional working capital for funding future growth requirements of our Company. For details of the working capital facilities availed by us, please see “Financial Indebtedness” on page 516. Basis of estimation of working capital requirement We propose to utilise ₹10,900.02 Lakhs from the Net Proceeds to fund the working capital requirements of our Company in the Fiscal 2026. The balance portion of our working capital requirement will be arranged from existing equity, internal accruals, borrowings from banks, financial institutions, non-banking financial companies and related parties. The details of our Company’s working capital as at, Fiscal 2025, Fiscal 2024 and Fiscal 2023, and the source of funding, derived from the financial statements of our Company, as certified by Kanu Doshi Associates LLP, Chartered Accountants, Statutory Auditors, through their certificate dated June 24, 2025are provided in the table below: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Current assets Trade receivables 12,464.44 9,655.62 10,359.63 Inventories 14,371.97 12,700.16 7,667.65 Fixed deposit towards Bank Guarantee 64.10 69.44 66.23 Other Current Assets including other financial 1,527.08 1,752.06 3,636.38 assets (excluding cash and cash equivalents) Total Current Assets (A) 28,427.59 24,177.28 21,729.89 Current liabilities Trade payables 6,039.94 4,747.89 4,282.07 Other financial liabilities, other current liabilities, Provisions and income tax liabilities (excluding 433.59 318.24 438.36 current lease liabilities) Total Current Liabilities (B) 6,473.53 5,066.13 4,720.43 Net working capital (A – B) 21,954.06 19,111.15 17,009.46 Sources of funds Borrowings 15,573.82 15,430.76 14,406.41 Internal accruals / Equity 5,780.26 3,680.39 2,603.05 156Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Offer Proceeds* 599.98 - - Total Means of Finance 21,954.06 19,111.15 17,009.46 *The above amount has been utilized by our Company for the purpose of working capital requirements out of the Pre- IPO Proceeds of ₹ 1500.00 Lakhs Expected working capital requirements Under our retail business, we sell a wide range of goods and merchandise across our product categories i.e., Food, Non-Food (FMCG), general merchandise and apparels. For instance, each of our retail stores offer over 10,000 SKUs. We focus on using our deep knowledge of the clusters and regions in which we operate to customize our product assortment in each store, keeping in mind the local demands and preferences. We majorly procure our store inventories from reputed third-party brands, dealers, APMC markets and also from third party manufacturers, which we purchase under our brands i.e. Patel Essentials, Patel Fresh & Indian Chaska. Our Inventory level to store ratio also varies depending on the date on which we open our new stores during the year. The raw materials required in our non-retail business, such as wheat, chilly, coriander, fennel and mango are seasonal in nature. As a strategy to meet our supply requirements, we procure these raw materials during season and store them in our dry warehouse and cold storage, as the case may be. We also source our raw materials such as peanuts, cumin, mustard, fenugreek, carom, turmeric, sesame and other agri trading produce such as sugar, rice, pulses, oil seeds, edible oils etc. depending on our requirement from local APMC markets, wholesalers and farmers from time to time. However, we do not store inventories of our agri trading products such as, sugar, rice, pulses, oil seeds, etc which we procure based on order in hand and prevailing government restrictions. This strategy helps us in maintaining sufficient quantity of raw material at competitive price for meeting the demand requirements of our domestic and export customers. Our trade receivables primarily comprise of receivables from our domestic and export customers to whom we supply our manufacturing and traded goods. Further, our trade receivable also includes outstanding from some of our old retail store customers. However, the said receivables are nominal as compared to our revenue from operations. For exports, we sell our finished products on a Cost, Insurance and Freight basis (CIF) or freight on board basis (FOB). Our payment term for exports is either “Documents against Payment (D/P) at sight”, “Collection against Document (CAD) through bank”, “Documents against Acceptance (D/A) 60/90 days credit period” and “payment against proof of shipment i.e., scan copy of bill of lading and other related export documents. Accordingly, the payment is received by us after all necessary documents are delivered to our customer’s bank and where the export is against delivery the payment is released on the goods reaching the destination port. We normally insist for advance from our new customers to an extent of 10% to 20% of the order value. Our advance from customers stands at ₹ 87.36 Lakhs, ₹ 48.50 Lakhs and ₹ 183.24 Lakhs as on March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The advance received from our customers is accounted under the head “other current liabilities”. Further, we pay advance majorly to the suppliers of agri produce such as sugar, edible oil etc. For instance, our advance paid to suppliers as on March 31, 2025 stands at ₹811.84 Lakhs, ₹ 924.12 Lakhs and ₹ 2913.20 Lakhs as on March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The advance paid to our suppliers is accounted under the head “other current assets”. For the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our average store inventory, trade receivables from domestic and export customers, advance from customers, advance to suppliers and export revenue is as under: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Average Inventory per store 169.52 139.41 120.22 Trade Receivables – Domestic Customers* 3,292.09 2,538.92 507.12 157Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Trade Receivables – Export Customers* 9,451.48 7,506.70 10,242.52 Advance from Customers 87.36 48.50 183.24 Advance to Suppliers 811.84 924.12 2,913.20 Export Revenue** 27,226.71 40,327.87 66,621.44 * These amounts are gross trade receivables before taking provisioning for expected credit loss amounting to ₹279.13 Lakhs, ₹390 Lakhs and ₹390 Lakhs for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively. **net of discount, claims and provisions Key parameters determining the working capital requirements such as growth in revenue from operations, % of net working capital to revenue are as under: (₹ in Lakhs, except percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from Operations 82,069.29 81,418.83 1,01,854.78 Net working capital 21,954.06 19,111.15 17,009.46 Percentage of Net working capital to Revenue 26.75% 23.47% 16.70% Export Revenue from bulk trading of Sugar Nil 6,390.93 30,881.27 Percentage of Net working capital to Revenue (excluding revenue from Sugar and Sugar 26.75% 25.47% 23.06% inventory) Growth in revenue 0.80% (20.06%) 32.94% * The Percentage of Net working capital to Revenue is lower during Fiscal 2023 on account of significant bulk export trading of sugar as compared to Fiscal 2024 and Fiscal 2025. As detailed above, we have significant working capital requirement in the nature of trade receivables and inventory of raw material and finished goods, which we fund in the ordinary course of business from our internal accruals/equity and financing facilities from various banks, financial institutions and related parties. The increase in percentage of net working capital to revenue in Fiscal 2025 and 2024 is primarily due to reduction in bulk export trading sales of sugar from ₹ 30,881.27 lakhs in Fiscal 2023 to ₹ 6,390.93 lakhs in Fiscal 2024 and Nil in Fiscal 2025, where the inventory holding period is marginal. Further, the increase is also attributable to higher inventory requirement with the change in sales mix from trading to manufacturing & processing sales and increase in number of stores opened during the Fiscal 2025. Our Company would be required to maintain higher inventory for its manufacturing & processing sales as these are assorted and have wide product range which, is in line with the industry requirements. While, the trade receivable is nominal as a percentage of revenue from operations in the Retail Business our Company would be required to provide and, in some cases, increase its credit terms to its customer to push its Non-Retail sales. Accordingly, on the basis of the existing and estimated working capital requirement of our Company, and assumptions for such working capital requirements, our Board pursuant to its resolution dated June 25, 2025has approved the estimated working capital requirements as set forth below: (₹ in Lakhs) Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024 Fiscal 2023 (Estimated)* (Actuals)** (Actuals)** (Actuals)** Current Assets Trade receivables 15,509.59 12,464.44 9,655.62 10,359.63 Inventories 18,217.81 14,371.97 12,700.16 7,667.65 Fixed deposit towards Bank Guarantee 90.00 64.10 69.44 66.23 Other Current Assets including other financial assets (excluding cash and cash 2,736.99 1,527.08 1,752.06 3,636.38 equivalents) Total Current Assets (A) 36,554.39 28,427.59 24,177.28 21,729.89 158Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024 Fiscal 2023 (Estimated)* (Actuals)** (Actuals)** (Actuals)** Current Liabilities Trade payables 4549.32 6,039.94 4,747.89 4,282.07 Other financial liabilities, other current liabilities, Provisions and income tax 608.22 433.59 318.24 438.36 liabilities (excluding current lease liabilities) Total Current Liabilities (B) 5157.54 6,473.53 5066.13 4,720.43 Net working capital (A – B) 31,396.85 21,954.06 19,111.15 17,009.46 Sources of funds Borrowings 8580.001 15,573.82 15,430.76 14,406.41 Internal accruals / Equity 11,916.832 5,780.26 3,680.39 2,603.05 Offer Proceeds 10,900.02 599.98*** NIL NIL Total Means of Finance 31,396.85 21,954.06 19,111.15 17,009.46 *The working capital estimation are certified by our Board of Directors vide their Board Resolution dated June 25, 2025 **As certified by our Statutory Auditors- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated June 24, 2025. ***Includes proceeds from pre-IPO placement used for working capital purpose. Note: 1. Bank borrowings for working capital purpose after making repayment of borrowing of ₹ 5900.00 lakhs out of the Offer proceeds. 2. Internal accruals /Equity includes Offer proceeds utilised towards loan repayment and balance out of equity and reserves. The table below sets forth the details of holding levels (in days) for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 as well as the estimated holding levels (in days) for Fiscal 2026: Days Fiscal 2026 Fiscal 2025 Fiscal 2024 Fiscal 2023 (Estimated)* (Actuals)** (Actuals)** (Actual)** Trade receivables 51 55 43 37 Inventories 60 64 57 27 Fixed deposit towards Bank Guarantee 00 00 00 00 Other Current Assets including other financial 9 7 8 13 assets (excluding cash and cash equivalents) Trade payables 15 27 21 15 Other financial liabilities, other current liabilities, Provisions and income tax liabilities 2 2 1 2 (excluding current lease liabilities) *The above details of holding levels as well as projections have been certified by the Board of Directors vide their resolution dated June 25, 2025. **As certified by our Statutory Auditors- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated June 24, 2025. Notes: 1. Holding period (in days) is calculated as respective current asset or current liability divided by revenue from operations multiplied by number of days (see note 2 below). Estimated holding days have been rounded to the nearest number. 2. The holding period has been computed over 365 (three hundred sixty-five) days for each fiscal year. 159Key assumptions for working capital projections made by our Company The table below sets forth the key assumptions for our working capital projections: Particulars Justification Trade receivables The holding levels of trade receivables were at 37 days in Fiscal 2023, 43 days in Fiscal 2024 and 55 days in Fiscal 2025. However, our trade receivables days from Retail Business were at around 1 day in Fiscal 2023, Fiscal 2024 and Fiscal 2025. Trade receivables also comprise of receivables from the Non-Retail Business which includes domestic customers and export customers. While our trade receivable days from our export customers is at 54 days in Fiscal 2023, 64 days in Fiscal 2024 and 123 days in Fiscal 2025. Similarly, our trade receivables from our domestic customers (Non-Retail Business) are at 24 days in Fiscal 2023, 84 days in Fiscal 2024 and 69 days in Fiscal 2025. Therefore, the increase in trade receivable days from 37 days in Fiscal 2023 to 55 days in Fiscal 2025 is primarily on account of increase in sales of processed goods, other than export (branded sales), change in mix of export customers and increase in transit time of export goods. On an average our export receivable days for Fiscal 2025 was around 123 days and that from domestic sales was 70 days, including trade receivable from Retail Business of 1 day. Fiscal 2026 The Company has reduced its revenue from bulk export of trading goods to 1.51% of our revenue from operations during Fiscal 2025 as compared to 36.81% during Fiscal 2023 and we have estimated it to reduce further during Fiscal 2026. Accordingly, the trade receivables would significantly comprise of receivable from Retail and Non-Retail Business, mainly from domestic and export sale of manufacturing and processed goods. Our export receivable days for Fiscal 2025 was around 123 days and that from domestic sales was 70 days including, trade receivable from Retail Business of 1 day. Accordingly, we have considered trade receivable days of 51 days for Fiscal 2026, while maintaining our trade receivables from Retail Business at 1 day for Fiscal 2026. Inventories Our Company had maintained overall inventory holding period of 27 days in Fiscal 2023, 57 days in Fiscal 2024 and 64 days in March 31, 2025. Our inventory comprises of store inventory and non-store inventory i.e. related to our processing and trading activities. The inventory holding days for our Retail Business was around 53 days in Fiscal 2023, 68 days in Fiscal 2024 and 88 days in March 31, 2025. The increase in inventory holding days for our retail business is primarily on account of 9 (nine) in new stores opened during Fiscal 2025. While our Non-Retail Business inventory was around 19 days in Fiscal 2023, 52 days in Fiscal 2024 and 45 days in Fiscal 2025. The increase in Non-Retail Business inventory days is primarily on account of reduction in trading sales from ₹43,120.98 Lakhs in the Fiscal 2023 to ₹8,317.62 Lakhs in Fiscal 2025. Fiscal 2026 160Particulars Justification Going forward, the holding days for non-trading inventory will increase on account of increase in sale of processed goods as compared to trading sales during the earlier fiscal. This shift in sale requires us to maintain higher level of inventory. Further, we have assumed to maintain an inventory holding period of 80 days for our Retail Business and 45 days for our non- retail business inventory level. Accordingly, we have maintained overall inventory level around 60 days for Fiscal 2026. Fixed deposit towards Bank Bank guarantee is provided by our Company to reputed third-party brand Guarantee companies against goods purchased primarily for our stores. We have estimated that this would be less than 1 day of our revenue from operations. Other Current Assets Other current assets include prepaid expenses and advance to trade including other financial payables. Our other current asset days was at 13 days in Fiscal 2023, 8 days assets (excluding cash and in Fiscal 2024 and 7 days in Fiscal 2025. cash equivalents) We expect the holding level to stay around 9 days for Fiscal 2026. Trade payables Our trade payables mainly comprise of suppliers of raw materials, traded goods and supplier of various services. We buy our inventory and raw materials from reputed third-party brand manufacturer, dealers, farmers and APMC markets. Our purchase from FMCG companies comprises of ₹25,565.36 lakhs, ₹20,434.93 lakhs and ₹19,431.16 lakhs, resulting in 69.31%, 70.53% and 72.90% of retail sales for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. As we grow the number of stores, our trade payable against such creditors would gradually increase in line with our procurement. Additionally, our trade payable from Non-Retail Business includes payables to suppliers of raw materials, such as dealers, farmers and APMC markets. Our APMC market purchase comprises of ₹29,004.11 lakhs, ₹33,981.63 lakhs and ₹57238.79 lakhs resulting in 35.67%, 42.29% and 56.77% of total sales for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively Our overall trade payable days, including Trade Payable days for bulk trading of Agri commodities was 15 days in Fiscal 2023, 21 days in Fiscal 2024 and 27 days in Fiscal 2025. While our average Trade Payable days were around 21 days for the Fiscal 2023-2025. Fiscal 2026: Reducing the credit term will enable us to avail cash discount from our suppliers. As a market practice lower credit term is encouraged by these suppliers by offering higher cash discounts or by levying interest on delayed payments. For instance, our suppliers offer cash discount of upto 3% for a credit term of less than 4 days which reduce to Nil % discount for a credit term of over 15 days. Since, we would be utilizing part of our issue proceeds towards working capital and repayment of bank borrowings the cash generated in the business would be used to reduce the credit terms to minimum possible period to avail higher cash discounts. Further, we deal in agricultural produce where the supply is seasonal. Reducing the credit term would ensure adequate supply of these raw materials during season which would further reduce our cost of goods sold and add to our margin. Accordingly, we propose to reduce our trade payable days from 27 days in Fiscal 2025 161Particulars Justification to 15 days in Fiscal 2026. Other financial liabilities, It includes statutory dues and advance from customers. Our Company had other current liabilities, maintained holding level of other financial liabilities, other current Provisions and income tax liabilities, current tax liabilities (net) and provisions (excluding current liabilities (excluding current lease liabilities) at 2 days in Fiscal 2023, 1 day in Fiscal 2024 and 2 days in lease liabilities) Fiscal 2025. We consider the holding level to will be maintained at Fiscal 2025 level. Accordingly, the other financial liabilities days will be around 2 days of our revenue from operations for the Fiscal 2026. We expect that our working capital requirement will correspondingly increase in line with the increase in our revenue from operations, change in sales mix from traded sales to higher sales of processed products and increase in number of stores. Further, our Company has considered that the contribution of export sales as a percentage to our revenue from operations would be in line with Fiscal 2025. This would require us to maintain higher level of inventory days and will also be subject to higher trade receivable days. Increase in inventory days would increase our working capital requirements and impact our cashflow. The increase in inventory is primarily on account of increase in sale from Non-Retail Business vertical. While, the inventory in stores would be moving and increase in line with the increase in number of stores. Any excess inventory would impact our revenue from operations, profitability and cash flow. 3. General Corporate Purposes Our Company proposes to deploy the balance of the Net Proceeds aggregating ₹ 2247.85 Lakhs towards general corporate purposes and subject to such utilization not exceeding 25% of the Gross Proceeds of the Offer and the proceeds from the Pre-IPO Placement, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which we propose to utilise the Net Proceeds include expenses towards strategic initiatives, funding growth opportunities, strengthening marketing capabilities and brand building exercises, general corporate contingencies, acquisition affixed assets, capital expenditure, business development initiatives and as approved periodically by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law, including the necessary provisions of the Companies Act. The quantum of utilization of funds towards each of the above purposes will be determined by our Board based on the permissible amount actually available under the head ‘General Corporate Purposes’ and the business requirements of our Company, from time to time. Our Company’s management, in accordance with the policies of our Board, shall have flexibility in utilising surplus amounts, if any. In the event our Company is unable to utilise the entire amount that is currently estimated for use out of Net Proceeds in a Fiscal, our Company will utilise such unutilised amount in the next Fiscal. Bridge Financing Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which are proposed to be repaid from the Net Proceeds. Means of Finance The entire requirements of the objects detailed above are intended to be funded from the Net Proceeds and internal accruals. Accordingly, we confirm that there is no need for us to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue under Regulation 7(1)(e) of the SEBI ICDR Regulations and Paragraph 9(C)(1) of Part A of Schedule VI of the SEBI ICDR Regulations. Subject to applicable laws, in case of a shortfall in the Net Proceeds or any increase in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal accruals and/or seeking additional debt from existing and/or other lender. Offer Related Expenses The total expenses excluding applicable taxes of the Offer are estimated to be approximately ₹ 2976.21 Lakhs. Other than (a) the listing fees, audit fees of the statutory auditors (other than to the extent attributable to the Offer) which will be borne by our Company and (b) fees and expenses in relation to the legal advisor to the Promoter Selling Shareholders which shall be borne by each of the Promoter Selling Shareholders on 162a proportionate basis, all costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, amongst other things, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Company and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLM, Syndicate Member, Self-Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party in connection with the Offer shall be borne by the Company and each of the Promoter Selling Shareholders in proportion to the number of Equity Shares issued and/or transferred by the Company and each of the Promoter Selling Shareholders in the Offer, respectively, except as may be prescribed by the SEBI or any other regulatory authority. All such Offer related expenses to be proportionately borne by the Promoter Selling Shareholders shall be deducted from the proceeds from the Offer for Sale, and subsequently, the balance amount from the Offer for Sale will be paid to the Promoter Selling Shareholders (on a proportionate basis amongst the Promoter Selling Shareholders), if the Offer is successful. Also, each of the Promoter Selling Shareholders agrees that it shall reimburse the Company for any expenses in relation to the Offer paid by the Company on behalf of the respective Promoter Selling Shareholders directly from the Public Offer Account. Further, in the event the Offer is withdrawn or is not completed for any reason whatsoever, the Offer related expenses attributable to the Promoter Selling Shareholders shall be shared by the Promoter Selling Shareholders in the manner as mentioned above. Expenses* Estimated As a % of the As a % of expense* total estimated the total (₹ in Lakhs) Offer expenses Offer Size Fees and commissions payable to the BRLM and 1480.21 49.73% 6.10% underwriting commission payable to Underwriters Commission/processing fee for SCSBs, Sponsor Bank(s) and Bankers to the Offer and fee payable to the Sponsor Bank for Bids made by RIBs. Brokerage, and 180.00 6.05% 0.74% selling commission and bidding charges for Members of the Syndicate, Registered Brokers, CRTAs and CDP (1)(2)(3)(4) Advertising and marketing expenses 825.00 27.72% 3.40% Fees payable to the Registrar to the Offer 12.00 0.40% 0.05% Others (i) Listing fees, SEBI, BSE and NSE processing fees, 240.00 8.06% 0.99% book building software fees and other regulatory expenses; (ii) Printing and distribution of stationery; 30.00 1.01% 0.12% (iii) Fees payable to other advisors to the Offer, 54.00 1.81% 0.22% including but not limited to Statutory Auditors, industry service provider, independent chartered accountant, independent chartered engineer and others (iv) Fees payable to legal counsels; 45.00 1.51% 0.19% (v) Monitoring Agency; and 10.00 0.34% 0.04% (vi) Miscellaneous. 100.00 3.36% 0.41% Total estimated Offer expenses 2976.21 100.00% 12.27% *Offer expenses excludes applicable taxes, where applicable. Offer expenses are estimates and are subject to change 163(1) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders, which are directly procured by the SCSBs, would be as follows: Portion for Retail Individual Bidders 0.35 % of the Amount Allotted (plus applicable taxes) * Portion for Non-Institutional Bidders 0.30% of the Amount Allotted (plus applicable taxes) * Portion for Eligible Employees 0.15% 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. No additional uploading/ processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them. (2) SCSBs will be entitled to a processing fee for processing the ASBA Form on the portion for Retail Individual Bidders and Non-Institutional Bidders (excluding UPI Bids) procured by the members of the Syndicate (including their sub-syndicate members), CRTAs or CDPs from Retail Individual Investors and Non-Institutional Bidders and submitted to the SCSBs for blocking as follows: Portion for Retail Individual Bidders ₹10 per valid ASBA Forms (plus applicable taxes) * Portion for Non-Institutional Bidders ₹10 per valid ASBA Forms (plus applicable taxes) * Portion for Eligible Employees ₹10 per valid ASBA Forms (plus applicable taxes) * *Based on valid ASBA Forms Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-Institutional Bidders and Qualified Institutional Bidders with bids above ₹0.50 million would be ₹10 plus applicable taxes, per valid application. Notwithstanding anything contained above, the total processing fee payable under this clause will not exceed ₹3.00 Lakhs (plus applicable taxes), and if the total processing fees exceeds ₹3.00 Lakhs (plus applicable taxes), then the processing fees will be paid on a pro-rata basis for portion of (i) Retail Individual Investors (ii) Non- Institutional Investors, as applicable. (3) For Syndicate (including their Sub‐Syndicate Member), RTAs and CDPs, brokerage, selling commission on the portion for RIIs (upto ₹ 0.2 million) and NIIs which are procured by the members of the Syndicate (including their sub-syndicate members), CRTAs, CDPs, RTAs or for using 3-in1 type accounts- linked online trading, demat & bank account provided by some of the Registered brokers which are members of Syndicate (including their sub- syndicate members) would be as follows: Portion for Retail Individual Bidders 0.35% of the Amount Allotted (plus applicable taxes) * Portion for Non-Institutional Bidders 0.30% of the Amount Allotted (plus applicable taxes) * Portion for Eligible Employees 0.15% of the Amount Allotted (plus applicable taxes) * *Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price The selling commission payable to the Syndicate/ sub-syndicate members will be determined i) for RIIs and NIIs (up to ₹ 0.5 million), on the basis of the application form number / series, provided that the application is also bid by the respective Syndicate / sub-syndicate member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate/ sub-syndicate member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate/ sub-syndicate member and for Non-Institutional Bidders (Bids above ₹5,00,000) on the basis of the Syndicate ASBA Form bearing SM Code and the Sub-Syndicate code of the application form submitted to SCSBs for blocking of the fund and uploading on the Stock Exchanges’ platform by SCSBs. For clarification, if a Syndicate ASBA application on the application form number/series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to the Syndicate/sub-Syndicate Members and not the SCSB. Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1 accounts would be ₹ 10 plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members). Bidding charges payable to SCSBs on the QIB Portion and NIIs (excluding UPI Bids) which are procured by the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking and uploading would be ₹ 10 per valid application (plus applicable taxes). In case the total processing charges payable under this head exceeds ₹ 3.00 Lakhs (plus applicable taxes), the amount payable would be proportionately distributed based on the number of valid applications such that the total processing charges payable does not exceed ₹ 3.00 Lakhs (plus applicable taxes) then processing fees will be paid on pro-rata basis for portion of (i) Retail Individual Bidders and (ii) Non-Institutional Bidders. 164The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled directly by the respective sub-syndicate member. The selling commission payable to the Registered Broker, CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE. Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIIs and NIIs which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows: Portion for Retail Individual Bidders* ₹10 per valid ASBA Forms (plus applicable taxes) * Portion for Non-Institutional Bidders* ₹10 per valid ASBA Forms (plus applicable taxes) * *Based on valid ASBA Forms In case the total processing charges payable under this head exceeds ₹3.00 Lakhs, the amount payable would be proportionately distributed based on the number of valid applications such that the total processing charges payable does not exceed ₹ 3.00 Lakhs. (4) Uploading charges/ Processing fees for applications made by RIIs (up to ₹ 0.2 million) and Non-Institutional Bidders (for an amount more than ₹ 0.2 million and up to ₹ 0.5 million) using the UPI Mechanism would be as under: Members of the Syndicate/ ₹10 per valid application (plus applicable taxes) The total uploading charges / RTAs / CDPs/Registered processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers Brokers will be subject to a maximum cap of ₹ 3.00 Lakhs (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 3.00 Lakhs, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 3.00 Lakhs. Sponsor Bank HDFC Bank Ltd -NIL charges upto 4,50,000 application forms (UPI mandates and from 4,50,001 application forms (UPI mandates successful blocked ₹ 6.50/- per valid Bid cum Application Form (plus applicable taxes). Axis Bank -NIL charges upto 1,50,000 application forms (UPI mandates) and from 1,50,001 application forms (UPI mandates successful blocked) ₹ 6.50/- 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. The Bidding/uploading charges payable to the Syndicate/Sub-Syndicate Members, RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE. 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. Notwithstanding anything contained above, the total processing fee payable/uploading fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a maximum cap of ₹ 3.00 Lakhs (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹3.00 Lakhs, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 3.00 Lakhs. Pursuant to SEBI ICDR Master Circular, applications made using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories). Accordingly, Syndicate / sub-Syndicate Member shall not be able to Bid the Application Form above ₹ 0.50 million and the same Bid cum Application Form need to be submitted to SCSB for blocking of the fund and uploading on the Stock Exchange bidding platform. To identify bids submitted by Syndicate / sub-Syndicate Member to SCSB a special Bid-cum application form with a heading / watermark “Syndicate ASBA” may be used by Syndicate / sub-Syndicate Member along with SM code and broker code mentioned on the Bid cum Application Form to be eligible for brokerage on allotment. However, such special forms, if used for Retail Individual Investor and Non-Institutional Investor Bids up to ₹ 0.50 million will not be eligible for brokerage. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with SEBI ICDR Master Circular. The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. 165SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI master circular bearing reference no. SEBI/HO/MIRSD/MIRSD-Pod/P/CIR/2025/91 dated June 23, 2025 (“SEBI RTA Master Circular”), as applicable. Interim Use of Funds Pending utilization of the Offer Proceeds for the Objects of the Offer described above, our Company shall deposit the funds only with one or more Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilisation of the proceeds of the Offer as described above, it shall not use the funds from the Offer Proceeds for any investment in equity and/or real estate products and/or equity linked and/or real estate linked products. Appraising agency None of the objects of the Offer for which the Net Proceeds will be utilized have been appraised by any bank, financial institution, or any other agency. Monitoring of utilization of funds In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company has appointed ICRA Limited as the monitoring agency for monitoring of the utilisation of Gross Proceeds from the Fresh Issue. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds. 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 the utilisation of the Gross Proceeds, including interim use, under a separate head in our balance sheet for such fiscal periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the Gross Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable fiscal periods, provide details, if any, for any amounts that have not been utilised. Our Company will indicate investments, if any, of unutilized 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 18(3) and Regulation 32(3) of the Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. Further, in terms of Regulation 32(6) of the Listing Regulations, our Company is required to submit to the Stock Exchange for any comments or report received from the Monitoring Agency, within 45 days from the end of each quarter. The Audit Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain unutilized. 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 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 Offer from the objects of the Offer as stated above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Offer from the objects of the Offer as stated above. The explanation for such variation (if any) will be included in our Director’s report, after placing the same before the Audit Committee. We will disclose the utilization of the Gross Proceeds under a separate head along with details in our balance sheet(s) until such time as the Gross Proceeds remain unutilized clearly specifying the purpose for which such Gross Proceeds have been utilized. In the event that we are unable to utilize the entire amount that we have currently estimated for use out of the Gross Proceeds in Fiscal 2026. Variation in Objects of the Fresh Issue In accordance with Section 13(8) and Section 27 of the Companies Act and applicable rules, our Company shall 166not vary the Objects of the Offer from the Fresh Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the Objects of the Fresh Issue, at such price, and in such manner, as may be prescribed by SEBI, in this regard. Other Confirmations No part of the proceeds from the Fresh Issue will be paid by us to the Promoters and Promoter Group, the Directors, Associates, Key Management Personnel, Senior Management Personnel or Group Companies, except in the normal course of business and in compliance with the applicable law. There are no material existing or anticipated transactions in relation to the utilization from the Fresh Issue will be paid by us as consideration to our Promoters, Promoter Group, Directors, Key Managerial Personnel and/or Senior Management Personnel. 167BASIS FOR OFFER PRICE The Price Band and the Offer Price was determined by our Company in consultation with the BRLM, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors as described below, in compliance with the SEBI ICDR Regulations. The face value of the Equity Shares is ₹10 each and the Offer Price is 23.70 times the face value at the lower end of the Price Band and 25.50 times the face value at the higher end of the Price Band. Investors should also refer to the “Risk Factors”, “Summary of Financial Information”, “Our Business”, “Restated Financial Statement” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 40, 114, 293, 450 and 487, respectively, to have an informed view before making an investment decision. Qualitative Factors Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are: 1. Deep knowledge and understanding of optimal product assortment and stringent inventory management using IT systems 2. Steady footprint expansion using a distinct store acquisition strategy and ownership model 3. Our Presence 4. Logistics and distribution network 5. Diversified product portfolio 6. Large scale procurement and storage capabilities 7. Long Standing Relationship with our customers 8. Strong promoter background and an experienced and entrepreneurial management team with a proven track record and a high degree of employee ownership 9. Strong track record of growth and profitability For details, please see “Our Business – Key Strengths” on page 309 . Quantitative Factors Some of the information presented below, relating to us, is derived from the Restated Financial Statement. For details, see “Restated Financial Statement” and “Other Financial Information” on pages 450 and 486, respectively of this Prospectus. Some of the quantitative factors which may form the basis for computing the Offer Price are as follows: 1. Basic and Diluted Earnings Per Share (“EPS”): Year / Period ended Basic EPS and Diluted Weights EPS** March 31, 2025 10.30 3 March 31, 2024 9.24 2 March 31, 2023 6.72 1 Weighted Average 9.35 **Pursuant to a resolution of our Shareholders passed at the EGM held on December 30, 2023, our Company has issued bonus shares in the ratio of 54 (fifty-four) Equity Shares for every 10 (ten) existing Equity Shares held. Accordingly, the earnings per Equity Share have been adjusted for the aforementioned bonus issue. 168Notes: (1) Earnings per Equity Share (Basic & Diluted) = Restated profit for the period/year attributable to the Equity Shareholders /Weighted average number of Equity Shares outstanding during the period/year. The weighted average number of Equity Shares outstanding during the year is adjusted for bonus issue of Equity Shares. (2) Weighted Average EPS = Aggregate of Year wise weighted EPS divided by the Aggregate weights i.e. [(EPS *Weights) for each year / Total Weights] (3) Earnings per share calculations are in accordance with Ind AS - 33 (earnings per share) prescribed by the Companies (Indian Accounting Standards) Rules, 2015 (4) The above statement should be read with significant accounting policies and notes on Restated Financial Information as appearing in the Restated Financial Information. (5) The face value of the Equity Shares is ₹10 each. (6) The figures disclosed above are derived from the Restated Financial Information. 2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ 237 to ₹ 255 per Equity Share: Particulars P/E at the Floor Price P/E at the Cap Price (no. (no. of times) of times) Based on basic and diluted EPS for the year 23.01 24.76 ended March 31, 2025 Industry P/E ratio Particulars Industry P/E (no. of Name of the peer company Face value per times) equity shares (₹) Highest 113.86 Avenue Supermarts Limited 10 Lowest 8.96 Osia Hyper Retail Limited 1 Average 54.70 NA NA Note: 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. P/E Ratio for the peer has been computed based on the closing market price of respective equity shares as on August 20, 2025 sourced from website of Stock Exchanges as divided by the Basic EPS as applicable. 3. Return on Net worth (RoNW) Return on Net Worth (RoNW) derived from the Restated Financial Statement: Year Ended RONW (%) Weight March 31, 2025 19.02% 3 March 31, 2024 24.24% 2 March 31, 2023 23.66% 1 Weighted Average 21.53% Note: 1) Net worth attributable to the Equity Shareholders of our Company has been defined as the aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, including legal reserve and after deducting, if any the aggregate value of the accumulated losses, prepaid expenses, deferred expenditure and miscellaneous expenditure not written off as per the Restated Financial Information, but does not include reserves created out of revaluation of assets and write-back of depreciation as on March 31, 2023,March 31, 2024 and March 31, 2025 in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. (2) Return on Net worth attributable to the Equity Shareholders of our Company (%) = Restated net profit for the period/year attributable to Equity Shareholders of our Company / Restated Net worth attributable to the Equity Shareholders of our Company as at the end of the period/year. Return on Net worth attributable to the Equity Shareholders of the company is a non-GAAP measure. (3) Weighted average = Aggregate of year-wise weighted Return on Net worth attributable to the Equity Shareholders of our Company divided by the aggregate of weights i.e. (Return on Net worth attributable to the Equity 169Shareholders of our Company x Weight) for each period/year / Total of weights (4) The figures disclosed above are derived from the Restated Financial Statements of our Company. 4. Net Asset Value per Equity Share of face value of ₹10 each, as adjusted (NAV)(i) Particulars Post Bonus (₹) As on March 31, 2023 29.48 As on March 31, 2024 38.72 As on March 31, 2025 54.08 After the Offer - At Floor Price* 100.73 - At Cap Price* 105.32 Offer Price per equity share 255 *Employee discount not considered Notes: (i) Net Asset Value per Equity Share is calculated as net worth attributable to the Equity Shareholders of our Company as at the end of financial period/year divided by the weighted average number of Equity Shares used in calculating basic earnings per share. Net Worth attributable to the Equity Shareholders of our Company means the aggregate value of the paid-up equity share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, including legal reserve and after deducting, if any the aggregate value of the accumulated losses. 5. Comparison of accounting ratios with listed Industry Peers There are no listed companies in India that is in diversified business verticals which is similar to that of our Company. Hence, basis factors such as the scale of the business, exposure to the retail sector (as retail contributes significant revenue from operations for our Company), processing of spices, peanuts and wheat flour (as our Company is in processing of whole and ground spices, peanuts and wheat flour and refined wheat flour), a proxy set of listed peers of Avenue Supermarts Limited, Vishal Mega Mart Limited, Spencers Retail Limited, Osia Hyper Retail Limited, Aditya Consumer Marketing Limited, Sheetal Universal Limited, KN Agri Resources Limited, Kovilpatti Lakshmi Roller Flour Mills Limited and Madhusudhan Masala Limited (“Industry Peers”) have been identified for our Company. While these companies are not strictly comparable to the business of our Company and having reference to only companies in the retail sector would not give a clear representation of the business activities undertaken by our Company, we have considered the above companies as peers of our Company, considering similarities with certain aspects of our business like exposure to retail sector and processing/ manufacturing of agri-produce similar to that undertaken by our Company. NAV Companies EPS EPS (Diluted PE RONW Face CMP* (Per (As on March 31, 2025) (Basic in ₹) in ₹) Ratio (%) Value Share) Patel Retail Limited 255 10.30 10.30 24.76 19.02% 54.08 10.00 Peer Group Vishal Mega Mart 150.17 1.40 1.36 107.26 9.87% 13.92 10 (Consolidated) Avenue Supermarts 4737.90 41.61 41.50 113.86 12.64% 329.27 10.00 Limited (Consolidated) Spencers Retail Limited 60.53 -27.33 -27.37 NA^ -37.24% -73.40 5.00 (Consolidated) Osia Hyper Retail 13.08 1.46 1.46 8.96 4.97% 23.85 1.00 Limited Aditya Consumer 49.58 -2.62 -2.62 NA^ -18.51% 14.14 10.00 Marketing Limited Sheetal Universal 132.15 8.12 8.12 16.27 21.44% 38.27 10.00 Limited 170NAV Companies EPS EPS (Diluted PE RONW Face CMP* (Per (As on March 31, 2025) (Basic in ₹) in ₹) Ratio (%) Value Share) Kovilpatti Lakshmi Roller Flour Mills 136.40 1.27 1.27 107.40 1.72% 73.92 10.00 Limited KN Agri Resources 242.00 14.76 14.76 16.40 10.50% 140.60 10.00 Limited (Consolidated) Madhusudhan Masala 139.00 10.93 10.93 12.72 16.04% 64.73 10.00 Limited *Offer Price of our Company is considered as CMP Source: All the financial information for listed industry peers mentioned above is on a standalone basis and consolidated basis and is sourced from the filings made with stock exchanges, available on www.bseindia.com and www.nseindia.com for the Financial Year ending March 31, 2025. ^ Earnings / Net worth of the peer companies are negative, hence P/E ratio and Return on Net Worth has not been calculated. $Recently, we have also incorporated Vishal Mega Mart Limited into our peer group company following its listing on the Stock Exchanges on December 18, 2024. This decision was made due to the similarities between certain aspects of our business and those undertaken by Vishal Mega Mart Limited. Notes: (i) Considering the nature and size of the business of our Company the peers are not strictly comparable. However, above company is included for broad comparison. (ii) The figures for Patel Retail Limited are based on the Restated Financial Statements for the year ended March 31, 2025. (iii) The figures for the peer group are for the year ended March 31, 2025 and are based on their respective financial statements filed with BSE Ltd and NSE Ltd. (iv) NAV is computed as the closing net worth divided by the closing outstanding number of equity shares. Net worth has been computed as the aggregate of share capital and reserves and surplus (excluding Revaluation Reserves) and as attributable to the owners of the Company. (v) P/E Ratio for the peer has been computed based on the closing market price of respective equity shares as on August 20, 2025 sourced from website of Stock Exchange as divided by the Basic EPS as applicable. (vi) RoNW is computed as net profit after tax (excluding comprehensive income), as attributable to the owners of the Company divided by closing net worth. Net worth has been computed as the aggregate of share capital and reserves and surplus (excluding Revaluation Reserves) and as attributable to the owners of the Company. For further details, please see “Risk Factors” on page 40 and the financials of our Company including important profitability and return ratios, as set out in “Restated Financial Statements” on page 450 to have more informed view about the investment proposition. The Face Value is ₹10.00/- per Equity Share and the Offer Price ₹ 255/- has been determined by our Company in consultation with the BRLM and is justified by the company in consultation with the BRLM on the basis of above information. 6. Key Performing Indicators (“KPIs”) The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Offer Price. The key financial and operational metrics set forth above, have been approved and verified by the members of the Audit Committee pursuant to their resolution dated June 24, 2025. Further, the members of the Audit Committee have confirmed that except as disclosed below, there are no other KPIs pertaining to the Company have been disclosed to investors at any point of time during the three years period prior to the date of filing of this Prospectus. The KPIs disclosed below have been used historically by our Company to understand and analyze the business performance, which in result, help it in analyzing the growth of various verticals in comparison to our Company’s peers, and other relevant and material KPIs of the business of our Company that have a bearing for arriving at the Basis for Offer Price have been disclosed below. Additionally, the KPIs have been certified by our Statutory Auditors- Kanu Doshi Associates LLP, Chartered Accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, vide their certificate dated June 24, 2025 and has been included in “Material Contracts and Documents for Inspection – Material Documents” on page 642. The tables below set forth the details of our certain financial data based on our Restated Financial Statement, certain non-GAAP measures and KPIs that our Company considers have a bearing for arriving at the basis for the Offer Price. All the financial data based on our Restated Financial Statement, certain non-GAAP measures, operational metrics and KPIs disclosed below have been approved and confirmed by a resolution 171of our Audit Committee dated June 24, 2025. Further, the Audit Committee has noted that no KPIs have been disclosed to any new investors in the last three year preceding the date of this Prospectus. The KPIs disclosed below have been used historically by our Company to understand and analyze the business performance, which in result, help it in analyzing the growth of business verticals in comparison to our peers. Further, the KPIs disclosed herein have been certified by Kanu Doshi Associates LLP, Chartered Accountants, Statutory Auditors, pursuant to their certificate dated June 24, 2025. For details of our other operating metrics disclosed elsewhere in this Prospectus, see “Our Business”, and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 293 and 487, respectively. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of Directors of our Company), until the later of (a) one year after the date of listing of the Equity Shares on the Stock Exchanges; and (ii) complete utilisation of the proceeds of the offer as disclosed in “Objects of the Offer” on page 150 of this Prospectus, or for such other duration as may be required under the SEBI ICDR Regulations. The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth below. We have also described and defined the KPIs, as applicable, in “Definitions and Abbreviations” on page 1. A list of our KPIs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is set out below: (₹ in Lakhs except data) Metrics Fiscal 2025 Fiscal 2024 Fiscal 2023 Financial Revenue from operations (1) 82,069.29 81,418.83 1,01,854.78 Growth in revenue from operations (%) (2) 0.80% (20.06%) 32.94% Gross Profit (3) 15,938.45 15,529.33 15,835.17 Gross Profit Margin (%) (4) 19.42% 19.07% 15.55% EBITDA (5) 6,243.27 5,583.94 4,323.96 EBITDA Margin (%) (6) 7.61% 6.86% 4.25% Adjusted EBITDA (7) 5,713.55 5,231.52 4,198.38 Adjusted EBITDA Margin (%) (8) 6.96% 6.43% 4.12% Restated Profit after tax (PAT) (9) 2,527.81 2,253.34 1,637.97 PAT Margin (10) 3.08% 2.77% 1.61% RoE (%) (11) 19.02% 24.24% 23.66% RoCE (%) (12) 14.43% 15.10% 12.66% Net Debt / EBITDA Ratio (13) 2.73 3.30 4.18 Debt Equity ratio (14) 1.34 1.97 2.54 Operational Geographical Segment Revenue (15) Domestic Revenue 54,842.58 41,090.96 35,233.34 Domestic Revenue (%) 66.82% 50.47 % 34.59% Export Revenue** 27,226.71 40,327.87 66,621.44 Export Revenue (%) 33.18% 49.53% 65.41% Revenue split by Division (16) Retail Sales 36,886.98 28,972.19 26,655.66 Retail Sales (as a % of total) 44.95% 35.58% 26.17% Sale - Process 36,117.33 37,256.33 31,042.15 Sale - Process (as a % of total) 44.01% 45.76% 30.48% Sale - Trading 8,317.62 14,116.18 43,120.98 172Metrics Fiscal 2025 Fiscal 2024 Fiscal 2023 Sale - Trading (as a % of total) 10.13% 17.34% 42.34% Other operating income 747.36 1,074.13 1,035.99 Other operating income (%) 0.91% 1.32% 1.02% Retail Sales matrix (17) Revenue per store 878.26 877.95 832.99 Revenue per Retail Business area 0.21 0.21 0.22 Retail Sales Category wise (17) Revenue – Food 26,943.37 21,384.99 19,630.03 Revenue – Non-Food (FMCG) 7,220.01 5,553.92 5,041.37 Revenue – General Merchandise and 2,723.59 2,033.28 1,984.26 Apparel Retail Sales Private Labels (17) Revenue – Private Label 6,287.44 5,671.13 4,924.49 Revenue – Private Label (as % to Retail 17.05% 19.57% 18.47% Sales) Key working capital parameters (in days) Net Working Capital Days (18) 97 85 61 Inventory Days (19) 64 57 27 Trade Receivable Days (20) 55 43 37 Trade Payable Days (21) 27 21 15 **gross of discount, claims and provisions Notes: 1. Revenue from Operations means the revenue from operations as appearing in the Restated Financial Statement. 2. Growth in revenue from operations (%) is calculated as a percentage of revenue from operations of the relevant period/year minus revenue from operations of the preceding period/year, divided by revenue from operations of the preceding period/year. 3. Gross Profit is calculated as revenue from operations less cost of materials consumed, purchase of stock in trade and changes in inventories of finished goods. 4. Gross Profit Margin refers to the percentage margin derived by dividing Gross Profit by revenue from operations. 5. EBITDA is calculated as restated profit / (loss) for the period / year, plus finance costs, total taxes, and depreciation and amortisation expense. 6. EBITDA Margin (%) is calculated as EBITDA divided by revenue from operations. 7. Adjusted EBITDA is calculated as EBITDA less other income. 8. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by the revenue from operations. 9. Profit after Tax means restated profit / (loss) for the period/year as appearing in the Restated Financial Statement. 10. Profit after Tax Margin refers to the percentage margin derived by dividing Profit after Tax by revenue from operations. 11. Return on Equity (%) refers to restated profit after tax divided by Networth attributable to the Equity Shareholders of our Company for the year/period less prepaid expense. Restated profit after tax means restated profit / (loss) for the period/year as appearing in the Restated Financial Statements. 12. Return on Capital Employed is calculated as adjusted EBITDA less depreciation and amortisation / Capital Employed. Capital Employed is calculated as total equity plus total borrowings plus total lease liabilities and deferred tax liabilities (net) minus deferred tax assets (net). 13. Net Debt to EBITDA Ratio is a measurement of leverage, calculated as a company's interest-bearing liabilities minus cash or cash equivalents, divided by its EBITDA. 14. Debt Equity ratio is calculated as total borrowings divided net worth available to the equity shareholders of the Company. 15. Revenue from operations divided between sale of products from domestic market and outside India market as appearing in the Restated Financial Statement and other operating income. 16. Revenue from Operations as appearing in the Restated Financial Statement divided between our Company’s key divisions i.e. retail sales, process sales & trading sales. 17. Retail store revenue on various parameters. 18. Working Capital Days refers to total current assets days minus total current liabilities days. 19. Inventory days have been calculated as inventory divided by revenue from operations multiplied by 365 days for the complete fiscal years. 20. Trade Receivables days have been calculated as Trade Receivables divided by revenue from operations multiplied 173by 365 days for the complete fiscal years. 21. Trade Payables days have been calculated as Trade Payables divided by revenue from operations multiplied by 365 days for the complete fiscal years. The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics, in “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 293 and 487 respectively of this Prospectus. All such KPIs have been defined consistently and precisely in ‘Definitions and Abbreviations’ on page 1. Our Company shall continue to disclose the KPIs disclosed hereinabove in this section on a periodic basis, at least once in a year (or for any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares, or until the utilization of Offer Proceeds, whichever is later, on the Stock Exchanges pursuant to the Offer, or for such other period as may be required under the SEBI ICDR Regulations. Explanation for the KPI metrics KPI Explanations Revenue from Revenue from Operations is used by our management to track the revenue Operations (₹ in profile of our business and in turn helps assess the overall financial Lakhs) performance of the Company and size of the business Growth in revenue Growth in Revenue from operations provides information regarding the from operations (%) growth of the business for the respective period. Gross Profit (₹ in Gross Profit provides information regarding the profits from manufacturing Lakhs) of products by the Company. Gross Profit Margin Gross Profit Margin is an indicator of the profitability on sale of products (%) manufactured sold by the Company. EBITDA (₹ in EBITDA provides information regarding the operational efficiency of the Lakhs) business. EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability of the business before interest, depreciation, amortisation, and taxes and financial performance of the business. Adjusted EBITDA Adjusted EBITDA provides information regarding the operational efficiency (₹in Lakhs) of the business after adjusting for other income, which is non-core income Adjusted EBITDA Adjusted EBITDA Margin is a further indicator of the operational Margin (%) profitability and financial performance of the business after negating the impact of non-operating income Restated Profit after Restated Profit after Tax is an indicator of the overall profitability and Tax (PAT) (₹ in financial performance of the business. Lakhs) PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of the business as a % to revenue from operations. Return on Equity RoE provides how efficiently our Company generates profits from the (“RoE”) (%) shareholders’ funds. Return on Capital ROCE provides how efficiently our Company generates earnings from the Employed (“RoCE”) capital employed in the business. (%) (12) Net Debt / EBITDA It represents how many years it would take for our Company to pay back its Ratio debt if net debt and EBITDA are held constant. Debt Equity ratio This gearing ratio compares shareholders’ equity to company debt to assess the company’s amount of leverage and financial stability. Working Capital Working capital days indicates the working capital requirements of our Days Company in relation to revenue generated from operations, it defines the number of days taken by the company for converting the purchase to collection. 174KPI Explanations Inventory Days Inventory Days provides number of days in which inventory turnaround in particular period / year. Trade Receivable Trade Receivable Days is the number of days that a customer invoice is Days outstanding before it is collected. Trade Payable Days Trade Payable Days is the number of days that a company takes to pay its bills and invoices to its trade creditors. *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants pursuant to their certificate dated June 24, 2025. This certificate has been designated a material document for inspection in connection with the Offer. Please see “Material Contracts and Documents for Inspection” on page 642. Description on the historic use of the KPIs by us to analyze, track or monitor our operational and/or financial performance In evaluating our business, we consider and use certain KPIs, as stated above, 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 Financial Statement. We use these KPIs to evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with Ind AS. 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 management believes that it provides an 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 KPIs with Listed Industry Peers Our Company is engaged in the business of manufacturing of retail sales through supermarkets in the Thane and Raigad district of Maharashtra, manufacturing / processing of Whole Spices, Pulses, Powder Spices, Wheat Flour, Peanuts, sesame etc. and trading of food and non food products. We sell our products in domestic markets and also in international markets. While there are listed companies which are engaged in the business of manufacturing of, they are not directly comparable with our Company since they are our consumers and our product is one of ingredients that they use in the manufacturing of. Considering the nature and size of the business of our Company the peers are not strictly comparable. However, such companies are included for broad comparison: 175Financials for the period ending March 31, 2023 (₹ in Lakhs except data) Aditya Kovilpatti Key Avenue Visal Mega Spencers Osia Hyper Sheetal KN Agri Madhusudh Consumer Lakshmi Indicators (In Supermarts Mart Retail Retail Universal Resources an Masala Marketing Roller Flour INR Lacs) Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Revenue from operations (1) 42,83,956.00 7,58,604 2,45,258.17 73,881.67 9,686.39 12,881.23 33,213.54 2,23,615.00 12,721.60 Growth in Revenue from Operations (2) 38.30% 35.74% 6.65% 25.30% 10.75% 232.96% 21.51% 18.88% 351.61% EBITDA (3) 3,63,703.00 1,02,052 357.51 3,891.65 377.04 149.22 1,886.42 5,163.00 1,138.92 EBITDA Margin% (4) 8.49% 13.45% 0.15% 5.27% 3.89% 1.16% 5.68% 2.31% 8.95% PAT 2,37,834.00 32127.3 (21,039.68) 950.14 122.25 206.03 1,029.80 2,937.00 575.45 PAT Margin % (5) 5.55% 4.24% (8.58%) 1.29% 1.26% 1.60% 3.10% 1.31% 4.52% Net Worth (6) 16,07,878.00 5,15,608.8 (15,046.87) 11,290.05 2,761.55 656.41 5,832.19 28,220.00 1,074.06 Capital Employed (7) 16,05,252.00 78,093.8 7,441.42 22,991.04 3,794.34 2,006.74 10,271.82 36,256.00 5,367.85 RoE% (8) 14.79% 6.23% 139.83% 8.42% 4.43% 31.39% 17.66% 10.41% 53.58% RoCE % (9) 19.48% 75.80% (128.43%) 15.38% 6.17% 18.46% 18.82% 13.62% 20.58% Notes: (1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements. (2) Growth in Revenue from Operations (%) is calculated as Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period. (3) EBITDA is calculated as Profit before tax + Depreciation & amortisation + Finance Cost - Other Income. (4) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations. (5) PAT Margin (%) is calculated as PAT for the period/year divided by revenue from operations. (6) Net worth is aggregate value of the paid-up equity share capital of the Company and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, as per Restated Financial Information. (7) -Capital Employed is calculated as total equity plus total borrowings plus deferred tax liabilities (net) less deffered tax assets (net) less intangible assets including goodwill. (8) Return on Equity (%) refers to restated profit for the year/period attributable to equity shareholders of our Company divided by Net worth attributable to the equity shareholders of the company. (9) Return on Capital Employed is calculated as earnings before interest and taxes divided by Capital Employed. Earnings before interest and tax is calculated as restated profit / (loss) for the period / year plus total tax expense / (credit) plus finance costs 176Financials for the period ending March 31, 2024 (₹ in Lakhs except data) Aditya Kovilpatti Avenue Spencers Osia Hyper Sheetal KN Agri Madhusudha Key Indicators (In Visal Mega Consumer Lakshmi Supermarts Retail Retail Universal Resources n Masala INR Lacs) Mart Limited Marketing Roller Flour Limited Limited Limited Limited Limited Limited Limited Mills Limited Revenue from 50,78,883.00 8,91,195 2,34,502.51 1,14,447.45 9,336.58 13,194.53 41,090.57 1,69,967.00 16,221.98 operations (1) Growth in Revenue 18.56% 17.48% (4.39%) 54.91% (3.61%) 2.43% 23.72% (23.99%) 27.52% from Operations (2) EBITDA (3) 4,10,377.00 1,24,860 (1,164.64) 6,725.31 (73.76) 245.39 2,377.86 4,814.00 1,732.01 EBITDA Margin% 8.08% 14.01% (0.50%) 5.88% (0.79%) 1.86% 5.79% 2.83% 10.68% (4) PAT 2,53,561.00 46,194 (26,615.10) 1,829.76 (307.04) 207.56 780.44 3,126.00 919.73 PAT Margin % (5) 4.99% 5.18% (11.35%) 1.60% (3.29%) 1.57% 1.90% 1.84% 5.67% Net Worth (6) 18,69,734.00 5,62,184.2 (41,583.83) 19,933.55 2,452.66 3,453.97 6,667.37 31,362.00 4,605.28 Capital Employed 18,67,593.00 1,11,186.3 88.43 32,221.62 3,131.39 4,961.85 16,010.36 42,454.00 9,842.67 (7) RoE% (8) 13.56% 8.22% 64.00% 9.18% (12.52%) 6.01% 11.71% 9.97% 19.97% RoCE % (9) 18.84% 68.76% (13401.96%) 19.54% (7.64%) 9.01% 12.56% 12.00% 17.11% Notes: (1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements. (2) Growth in Revenue from Operations (%) is calculated as Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period. (3) EBITDA is calculated as Profit before tax + Depreciation & amortisation + Finance Cost - Other Income. (4) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations. (5) PAT Margin (%) is calculated as PAT for the period/year divided by revenue from operations. (6) Net worth is aggregate value of the paid-up equity share capital of the Company and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, as per Restated Financial Information. (7) -Capital Employed is calculated as total equity plus total borrowings plus deferred tax liabilities (net) less deffered tax assets (net) less intangible assets including goodwill. (8) Return on Equity (%) refers to restated profit for the year/period attributable to equity shareholders of our Company divided by Net worth attributable to the equity shareholders of the company. (9) Return on Capital Employed is calculated as earnings before interest and taxes divided by Capital Employed. Earnings before interest and tax is calculated as restated profit / (loss) for the period / year plus total tax expense / (credit) plus finance costs 177Financials for the period ending March 31, 2025 (₹ in Lakhs except data) Kovilpatti Aditya Avenue Visal Mega Spencers Osia Hyper Sheetal Lakshmi KN Agri Madhusudh Key Indicators Consumer Supermarts Mart Retail Retail Universal Roller Flour Resources an Masala (In INR Lacs) Marketing Limited Limited Limited Limited Limited Mills Limited Limited Limited Limited Revenue from 59,35,805.00 10,71,635 1,99,520.03 1,42,712.67 9,741.00 10,567.47 42,658.78 1,72,485.00 23,092.48 operations (1) Growth in Revenue from 16.87% 20.25% (14.92%) 24.70% 4.33% (19.91%) 3.82% 1.48% 42.35% Operations (2) EBITDA (3) 4,48,733.00 1,53,018 (4,326.36) 7,199.59 (238.00) 1,384.08 1,467.37 6,059.00 2,731.92 EBITDA 7.56% 14.28% (2.17%) 5.04% (2.44%) 13.10% 3.44% 3.51% 11.83% Margin% (4) PAT 2,70,745.00 63,197 (24,636.23) 1,951.53 (383.00) 929.82 115.17 3,690.00 1,502.25 PAT Margin % (5) 4.56% 5.90% (12.35%) 1.37% (3.93%) 8.80% 0.27% 2.14% 6.51% Net Worth (6) 21,42,670.00 6,40,130.2 (66,160.57) 39,253.09 2,069.00 4,383.79 6,683.32 35,151.00 9,365.79 Capital Employed 21,42,442.00 1,87,593.8 (5,267.52) 57,478.94 2,665.00 6,610.24 13,774.83 40,295.00 16,856.98 (7) RoE% (8) 12.64% 9.87% 37.24% 4.97% (18.51%) 21.21% 1.72% 10.50% 16.04% RoCE % (9) 17.47% 53.23% 156.24% 11.60% (12.12%) 22.81% 7.32% 15.13% 15.62% Notes: (1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements. (2) Growth in Revenue from Operations (%) is calculated as Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period. (3) EBITDA is calculated as Profit before tax + Depreciation & amortisation + Finance Cost - Other Income. (4) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations. (5) PAT Margin (%) is calculated as PAT for the period/year divided by revenue from operations. (6) Net worth is aggregate value of the paid-up equity share capital of the Company and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, as per Restated Financial Information. (7) -Capital Employed is calculated as total equity plus total borrowings plus deferred tax liabilities (net) less deffered tax assets (net) less intangible assets including goodwill. (8) Return on Equity (%) refers to restated profit for the year/period attributable to equity shareholders of our Company divided by Net worth attributable to the equity shareholders of the company. (9) Return on Capital Employed is calculated as earnings before interest and taxes divided by Capital Employed. Earnings before interest and tax is calculated as restated profit / (loss) for the period / year plus total tax expense / (credit) plus finance costs. 178Operational KPI For period ending 31st March 2025 (₹ in Lakhs except data) Kovilpatti Osia Aditya Lakshmi Patel Avenue Vishal Spencers Sheetal KN Agri Madhusudhan Hyper Consumer Roller Particulars Retail Supermarts Mega Mart Retail Universal Resources Masala Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Geographical Segment Revenue Domestic 54,842.58 59,48,236.00 10,71,634.50 NA NA NA NA NA NA NA Revenue Domestic 66.82% 100% 100% NA NA NA NA NA NA NA Revenue (%) Export Revenue 27,226.71 NA NA NA NA NA NA NA NA NA Export Revenue NA NA 33.18% NA NA NA NA NA NA NA (%) Revenue split by Division Retail Sales 36,886.98 59,35,805.00 10,70,027.05 NA NA NA NA NA NA NA Retail Sales (as a 44.95% 99.79% 99.85% NA NA NA NA NA NA NA % of total) Sale - Process 36,117.33 NA NA NA NA NA NA NA NA NA Sale - Process NA NA 44.01% NA NA NA NA NA NA NA (as a % of total) Sale - Trading 8,317.62 NA NA NA NA NA NA NA NA NA Sale - Trading 10.13% NA NA NA NA NA NA NA NA NA (as a % of total) Other operating 747.36 12,431.00 1607.45 NA NA NA NA NA NA NA income Other operating 0.91% 0.21% 0.15% NA NA NA NA NA NA NA income (%) Retail Sales matrix 179Kovilpatti Osia Aditya Lakshmi Patel Avenue Vishal Spencers Sheetal KN Agri Madhusudhan Hyper Consumer Roller Particulars Retail Supermarts Mega Mart Retail Universal Resources Masala Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Revenue per 878.26 NA NA NA NA NA NA NA NA NA store Revenue per Retail Business 0.21 0.34 NA NA NA NA NA NA NA NA area Retail Sales Category wise Revenue – Food 32.83% 57.73% NA NA NA NA NA NA NA NA Revenue – Non- 8.80% 20.01% NA NA NA NA NA NA NA NA Food (FMCG) Revenue – General Merchandise 3.32% 22.26% 100% NA NA NA NA NA NA NA and Apparel Retail Sales Private Labels Revenue – 6,287.44 NA 7,83,857.90 NA NA NA NA NA NA NA Private Label Revenue – Private Label (as 17.05% NA 73.15% NA NA NA NA NA NA NA % to Retail Sales) Since Operational KPI Data by peer company is normally reported in the annual report, hence the data is not available for the period ending on March 31, 2025 180For period ending 31st March 2024 (₹ in Lakhs except data) Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Geographical Segment Revenue Domestic 4,190.96 50,78,883.00 89,119.50 2,34,502.51 1,14,447.45 9336.58 11,574.17 NA 1,51,439.00 NA Revenue Domestic 50.47% 100% 100% 100% 100% 100% 89.29% NA 89.10% NA Revenue (%) Export Revenue 40,327.87 NA NA NA NA NA 1,388.68 NA 18,528.00 NA Export Revenue 49.53% NA NA NA NA NA 10.71% NA 10.90% NA (%) Revenue split by Division Retail Sales 28,972.19 50,66,904.00 88,919.40 2,23,657.56 NA 6,540.56 NA NA NA NA Retail Sales (as 35.58% 99.76% 99.78% 95.38% NA 70.05% NA NA NA NA a % of total) Sale – Process 37,256.33 NA NA NA NA NA 12,962.85 NA NA 16,221.98 Sale - Process 45.76% NA NA NA NA NA 100% NA NA 100% (as a % of total) Sale – Trading 14,116.18 NA NA NA NA NA NA NA NA NA Sale - Trading 17.34% NA NA NA NA NA NA NA NA NA (as a % of total) Other operating 1,074.13 11,979.00 200.10 10,844.95 NA NA NA NA NA NA income Other operating 1.32% 0.24% 0.22% 4.62% NA NA NA NA NA NA income (%) 181Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Retail Sales matrix Revenue per 877.95 NA NA NA NA NA NA NA NA NA store Revenue per Retail Business 0.21 0.33 NA NA NA NA NA NA NA NA area ₹ in Lakhs) Retail Sales Category wise Revenue – Food 26.27% 56.96% NA NA NA NA NA NA NA NA Revenue – Non- 6.82% 20.68% NA NA NA NA NA NA NA NA Food (FMCG) Revenue – General Merchandise 2.50% 22.37% 100% NA NA NA NA NA NA NA and Apparel Retail Sales Private Labels Revenue – 5,671.13 NA 6,39,934.20 NA NA NA NA NA NA NA Private Label Revenue – Private Label 19.57% NA 71.81% NA NA NA NA NA NA NA (as % to Retail Sales) In the absence of specific information, It is assumed that the entire revenue from operations is in India 182For period ending 31st March 2023 (₹ in Lakhs except data) Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Geographical Segment Revenue Domestic 35,233.34 42,83,956.00 75,860.40 2,45,258.17 73,881.67 9,686.04 2,155.10 NA 1,95,828.00 NA Revenue Domestic 34.59% 100% 100% 100% 100% 100% 16.73% NA 87.57% NA Revenue (%) Export Revenue 66,621.44 NA NA NA NA NA 10,726.12 NA 27,786.00 NA Export Revenue 65.41% NA NA NA NA NA 83.27% NA 12.43% NA (%) Revenue split by Division Retail Sales 26,655.66 42,70,542.00 75,629.90 2,34,076.03 NA 6,742.40 NA NA NA NA Retail Sales (as a 26.17% 99.69% 99.70% 95.44% NA 69.61% NA NA NA NA % of total) Sale - Process 31,042.15 NA NA NA NA NA 12,881.22 NA NA 12,721.60 Sale - Process (as 30.48% NA NA NA NA NA 100% NA NA 100% a % of total) Sale - Trading 43,120.98 NA NA NA NA NA NA NA NA NA Sale - Trading (as 42.34% NA NA NA NA NA NA NA NA NA a % of total) Other operating 1,035.99 13,414.00 230.50 11,182.14 NA NA NA NA NA NA income Other operating 1.02% 0.31% 0.30% 4.56% NA NA NA NA NA NA income (%) Retail Sales matrix Revenue per store 832.99 NA NA NA NA NA NA NA NA NA 183Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Revenue per Retail Business 0.22 0.31 NA NA NA NA NA NA NA NA area Retail Sales Category wise Revenue – Food 19.27% 56.03% NA NA NA NA NA NA NA NA Revenue – Non- 4.95% 20.93% NA NA NA NA NA NA NA NA Food (FMCG) Revenue – General 1.74% 23.04% 100% NA NA NA NA NA NA NA Merchandise and Apparel Retail Sales Private Labels Revenue – 4,924.49 NA 5,34,797.90 NA NA NA NA NA NA NA Private Label Revenue – Private Label (as 18.47% NA 70.50% NA NA NA NA NA NA NA % to Retail Sales) In the absence of specific information, It is assumed that the entire revenue from operations is in India 184Comparison of KPIs based on additions or dispositions to our business Dispositions Our Company has not made any dispositions to its business in the last three Fiscals Acquisition Our Company has not acquired / made any in investment in the last three Fiscals Our Company has not undertaken material acquisition or disposition of assets / business for the periods that are covered by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the business, have been provided. 7. Weighted average cost of acquisition (a) The price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on the primary/ new issue of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP Scheme and issuance of equity shares pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid up share capital of our Company in a single transaction or multiple transactions combined together over a span of rolling 30 days. Our Company has not issued any Equity Shares or convertible securities during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more that 5% of the fully diluted issued and paid-up Equity Share capital (calculated based on the pre-Offer Equity Share 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. (b) The price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based on the secondary sale / acquisition of Equity Shares or convertible securities involving Promoter, Promoter Group during the 18 months preceding the date of filing of this Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company, in a single transaction or multiple transactions combined together over a span of rolling 30 days. There have been no secondary sale/ acquisitions of any Equity Shares or convertible securities, where the Promoters, members of the Promoter Group, Selling Shareholders, or Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the transaction, during the 18 months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up Equity Share capital (calculated based on the pre-Offer Equity Share 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 (c) Since there are no eligible transaction of our Company reported in (a) and (b) above in accordance with paragraph (9)(K)(4)(a) of the SEBI ICDR Regulations, the price per Equity Share of our Company based on the last five primary or secondary transactions in Equity Shares (secondary transactions where the Promoter/ Promoter Group entities or Shareholders having the right to nominate director on the Board are a party to the transaction) not older than 3 years prior to the date of filing of this Prospectus has been computed as under: [The remainder of this page is intentionally left blank] 185Price No. per Equity Face Nature Total Specif Date of Shares value per Nature of of consideratio Name of Transferor Name of Transferee ied Transfer Allotted / Equity transaction* conside n (₹ in Securi Transferr Share (₹) ration Lakhs) (B)* ty ed (₹) Primary Issuances Novembe Allotment of 63,009 Equity Shares to M/s. Janki 5,00,000 10 300 Private Cash 1500.00 r 27, International; 33,000 Equity Shares to Ganesh Devraj Placement 2024 Patel; 33,000 Equity Shares to Patel Jakhiben Devrajbhai; 30,000 Equity Shares to Manjibhai Ranchod Patel; 25,000 Equity Shares to Deepti Jatin Faria; 25,000 Equity Shares to Kevin Ashokbhai Patel; 25,000 Equity Shares to Jayesh Ganesh Patel; 23,500 Equity Shares to Ruxmani Laxmichand Karani; 20,000 Equity Shares to Patel Nayana Mahesh; 20,000 Equity Shares to Naimish Amrutlal Kotadia; 15,000 Equity Shares to Jatin Manilal Faria; 15,000 Equity Shares to Swapnil Gopalkrishna Udepurkar; 15,000 Equity Shares to Vijay Bharat Rakholia; 13,000 Equity Shares to Nikhil Punjalal Patel; 11,761 Equity Shares to Hiren Rakeshbhai Kotadia; 10,000 Equity Shares to Meet Sanjay Ahuja; 10,000 Equity Shares to Kuldeepkumar Chhaganbhai Sangani; 10,000 Chirag Hirji Sandha; 9,000 Equity Shares to Nirav Rakeshbhai Kotadia; 8,500 Sunnikumar Ramanikbhai Vanparia; 8,500 Equity Shares to Nisha Vallabhbhai Vanparia; 8,500 Equity Shares to Arvindkumar Devshibhai Vanparia; 8,000 Kunverji Bhikalal Sandha; 8,000 Equity Shares to Purav Bechar Patel; 8,000 Equity Shares to Narendrakumar Devshibhai Vanparia; 5,000 Pankaj Murji Bhanushali; 4,000 Equity Shares to Manjula Ramesh Patel; 3,500 Equity Shares to Ronak Bharatbhai Kachhadiya; 3,500 Equity Shares to Archana Mahendra Jangid; 3,000 Equity Shares to Patel Rahul Karsan; 3,000 Equity Shares to Kirti Jayesh Patel; 3,000 Equity Shares to Hemant Rupshi Patel; 3,000 Equity Shares to Deepak Laxmichand Nagda; 2,000 Equity Shares to Jigneshkumar Madhubhai Patel; 2,000 Equity Shares to Korat Prakashkumar Ravajibhai; 2,000 Equity Shares to Girish Mohanlal Chawla; 2,000 Equity Shares to Jignesh Hansraj Gala; 1,700 Equity Shares to Khushang Dipakbhai Zariwal; 1,700 Equity Shares to Prakash Purshottambhai Patel; 1,500 Equity Shares to Prashant Harilal Verat; 1,000 Equity Shares to Rohan Naresh Atal 1,000 Equity Shares to Vishal Nitin Kothari; 1,000 Equity Shares to Payal Vaibhav Kothari & 330 Equity Shares to Daksha Hasmukh Patel. 186Allotment of 13,741,758 Equity Shares to Dhanji Raghavji Patel; 3,942,000 Equity Shares to Bechar Bonus Issue Raghavji Patel; 1,053,000 Equity Shares to Bharat in the in the Haribhai Patel; 540,000 Equity Shares to Hiren Bechar ratio of Decembe Patel; 540,000 Equity Shares to Rahul Dhanji Patel; 2,05,72,75 54 Equity r 30, 270,000 Equity Shares to Ankit Beacher Patel; 270,000 10 Nil NA NA 8 Share for 2023 Equity Shares to Mahesh Haribhai Patel; 54,000 Equity every 10 Shares to Asmita Dhanji Patel; 54,000 Equity Shares to Equity Share Vaishali Panvelkar; 54,000 Equity Shares to Komal held. Rahul Waghela; and 54,000 Equity Shares to Preeti Pankaj Patel Weighted Average Cost of Acquisition (primary transactions) 7.12 Secondary Issuances Transfer of July 31, Equity Dhanji Raghavji Patel Rahul Dhanji Patel 1,00,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of June 19, Equity Punji Beacher Patel Bharat Haribhai Patel 1,45,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of June 19, Equity Ananthibhain S Patel Mahesh Haribhai Patel 30,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Shavji Jesha Patel Bharat Haribhai Patel 10,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Smita Dhanji Patel Asmita Dhanji Patel 10,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Ashwin Shavji Patel Ananthibhain S Patel 10,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Geeta Mahesh Patel Mahesh Haribhai Patel 10,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Jaishri Bharatbai Patel Bharat Haribhai Patel 20,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Komal Rahul Waghela Preeti Pankaj Patel 10,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Komal Rahul Waghela Punji Beacher Patel 20,000 10.00 NIL NA NA 2023 Shares by way of Gift Transfer of May 30, Equity Leelavati Hiren Patel Punji Beacher Patel 50,000 10.00 NIL NA NA 2023 Shares by way of Gift 187Transfer of May 30, Equity Latabhain Ashwin Patel Ananthibhain S Patel 10,000 10.00 NIL 2023 Shares by way of Gift Weighted Average Cost of Acquisition (secondary transactions) Nil * As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. # The shares acquired are pursuant to the gift received and through bonus issuance. For details, please see “Capital Structure” on page 128 (d) Weighted average cost of acquisition, floor price and cap price Based on the transaction described in (a), (b) and (c) above, the weighted average cost of acquisition, as compared with the Floor Price and Cap Price is set forth below: Date of transfer Weighted average cost Floor Cap price of acquisition (₹ per price (i.e. (i.e. ₹ Equity Share) # ₹ 237) * 255) * Weighted average cost of acquisition of primary / new issue NA^ NA NA as per paragraph 7(a) above. Weighted average cost of acquisition for secondary sale / NA^^ NA NA acquisition as per paragraph 7(b) above. Since there are no such transactions to report to under 7 (a) and (b.) above, therefore information based on last five primary or secondary transactions (secondary transactions where our Promoters / members of our Promoter Group or Selling Shareholders or Shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction), during the three years prior to the date of this Prospectus irrespective of the size of transactions, is as below Weighted average cost of acquisition of Equity Shares on 7.12 33.29 35.81 primary issuances undertaken during the three immediately times times preceding years as per paragraph 7 (c) above Weighted average cost of acquisition of Equity Shares on NIL Nil Nil secondary issuances undertaken during the three immediately preceding years secondary transactions as per paragraph 7 (c) above #As certified by M/s. by Kanu Doshi Associates LLP, Chartered Accountants, pursuant to their certificate dated August 21, 2025. . Explanation for Offer Price/Cap Price being 35.81 times of weighted average cost of acquisition of primary issuance price/secondary transaction price of Equity Shares (set out in VII above) along with our Company’s key performance indicators and financial ratios for the Fiscals 2025, 2024 and 2023, and in view of the external factors which may have influenced the pricing of the Offer. • As on May 31, 2025, we have forty-three (43) retail stores in the central suburban area of the MMR i.e., in Thane district and Raigad district of Maharashtra, with focus on the growing tier-III cities and the suburban areas. Our revenue from retail sales increased at a CAGR of 17.64% between Fiscal 2023 and Fiscal 2025 and continued expansion of our store network has been an important factor in contributing to revenue growth.; • Our revenue from sales of private label products constitutes ₹ 6,287.44 Lakhs, ₹ 5,671.13 Lakhs and ₹ 4,924.49 Lakhs, representing 17.05%, 19.57% and 18.47% of our Retail sales and representing 7.66%, 6.97% and 4.83% of our revenue from operations, during the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. • For the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our profit for the period was ₹ 2,527.81, ₹ 2,253.34 and ₹ 1,637.97, respectively, and our profit for the year margin was 3.08%, 2.77% and 1.61% , respectively. 188• We also engage in processing and packaging of whole spices, such as coriander seed, cumin seeds, pulses, staples and groceries. Further, we built an agro processing cluster spread over 15.925 acres comprising of five (5) production units collectively, 1 (one) fruit pulp processing unit (“F&V Unit”), dry warehouse of 2546.29 sq. mtr. with storage capacity of 3040 MT, cold storage with capacity of 3000 MT • Our Company exported its products to over 35 countries such as Sri Lanka, UAE, UK, Saudi Arabia etc. during the disclosed financial period. 8. The Offer Price is 25.50 times of the face value of the Equity Shares. The Offer Price of ₹ 255 has been determined by our Company in consultation with the BRLM, on the basis of assessment of market demand from Bidders for Equity Shares through the Book Building Process and is justified in view of the above qualitative and quantitative parameters. The trading price of Equity Shares could decline due to factors mentioned in “Risk Factors” on page 40 and you may lose all or part of your investments, Investors should read the abovementioned information along with “Our Business”, “Restated Financial Statement”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and on pages, 293, 450 and 487, respectively, to have a more informed view before making an investment decision. 189STATEMENT OF TAX BENEFITS To, The Board of Directors, Patel Retail Limited Plot no. M-2, Anand Nagar, Additional MIDC, Ambernath (East) - 421506, Maharashtra, India Subject: Proposed Initial Public Offering of equity shares (“Equity Shares”) of face value of Rs. 10/- each of Patel Retail Limited (“Company”) and an Offer for Sale of Equity Shares (the Offer for Sale, together with the Fresh Issue “Offer”) We, Kanu Doshi Associates LLP., Chartered Accountants, statutory auditors of the Company, hereby confirm that the ‘Statement of Special Tax Benefits’, enclosed herewith as Annexure A, prepared by the Company and initialled by us and the Company (the “Statement”), provides the special tax benefits (under direct and indirect tax laws) available to the Company, to its shareholders pursuant to (i) the Income-tax Act, 1961, as amended and read with the rules, circulars and notifications issued in relation thereto; and (ii) applicable indirect taxation laws, as amended and read with the rules, circulars and notifications issued in connection thereto.(“Taxation Laws”),as applicable to the assessment year 2025- 26relevant to the financial year 2024-25, available to the Company and its shareholders. The Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017 (“GST Acts”), as amended by the Finance Act 2023 read with relevant rules, circular and notifications issued from time to time, applicable for the Financial Year 2024-25, presently in force in India, Customs Act, 1962 and the Customs Tariff Act, 1975 including the rules, regulations, circulars and notifications issued in connection with the Taxation Laws and the Foreign Trade Policy 2015-2020 (as extended till March 31, 2023 vide Notification dated September 29, 2022) and Foreign Trade Policy 2023 notified vide Notification No 01/2023 and shall come into force from April 01, 2023 (unless otherwise specified) (“FTP”), presently in force in India for inclusion in the Red Herring Prospectus (“RHP”) and the Prospectus. There is no material subsidiary of the Company identified as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Several of such possible special tax benefits forming part of the Statement are dependent on the Company and/or its shareholders fulfilling applicable conditions prescribed within the relevant statutory provisions and accordingly, the ability of the Company and/or its shareholders to derive such possible special tax benefits is entirely dependent upon the lawful fulfilment of such conditions by the Company and/or its shareholders, as applicable. This Statement of Special Tax Benefits is required as per paragraph (9)(L) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (‘SEBI ICDR Regulations’). While the term ‘tax benefits’ has not been defined under the SEBI ICDR Regulations, it is assumed that with respect to tax benefits available to the Company, the same would include those benefits as enumerated in the statement. Any benefits under the Taxation Laws other than those specified in the statement are considered to be general tax benefits and therefore not covered within the ambit of this statement. Further, any benefits available under any other laws within or outside India, except for those specifically mentioned in the statement, have not been examined and covered by this statement. Several of the direct tax benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the direct taxation laws including the Income-tax Act 1961. Hence the ability of the Company and/or its shareholders to derive these direct tax benefits is dependent upon their fulfilling such conditions which could be dependent on business / other imperatives the Company/ shareholders may face and accordingly, the Company or its shareholders may not choose to fulfill. The special tax benefits discussed within the Statement are not exhaustive and are intended to provide an illustrative understanding to prospective investors with respect to the special tax benefits available to the Company and/or its shareholders and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual 190nature of the tax consequences and changing tax laws, each prospective investor is advised to consult their own tax consultant with respect to the specific tax implications arising out of their participation in the Offer. The benefits outlined in the enclosed statement based on the information and particulars provided by the Company are neither exhaustive nor conclusive. We do not express any opinion or provide any assurance as to whether: (a) The Company or its shareholders will continue to obtain these benefits in future; (b) The conditions prescribed for availing the benefits have been/would be met with; and (c) The revenue authorities/courts will concur with the views expressed herein. The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities of the Company. We have conducted our review in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’ issued by the Institute of Chartered Accountants of India (“ICAI”) which requires that we comply with ethical requirements of the Code of Ethics issued by the ICAI. We hereby confirm that while providing this statement we have complied with the Code of Ethics issued by the ICAI. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements, issued by the ICAI. We shall in no way be liable or responsible to any shareholder or subscriber for placing reliance upon the contents of this statement. Also, any tax information included in this written communication was not intended or written to be used, and it cannot be used by the Company or the investor, for the purpose of avoiding any penalties that may be imposed by any regulatory, governmental taxing authority or agency We further confirm that we are not and have not been engaged or interested in the formation or promotion or management of the Company. We hereby give our consent to include this report and also enclosed Annexures regarding tax benefits available to the Company and its shareholders in the RHP and Prospectus for the proposed initial public offer of equity shares which the Company intends to file with the Securities and Exchange Board of India (“SEBI”), the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (BSE and NSE are collectively referred to as “Stock Exchanges”), Registrar of Companies (“RoC”) and/or other regulatory authorities, as may be required, pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and other applicable laws, as amended from time to time and/or and in such other advertisements / any other material documents to be issued or submitted in relation to the Offer by or on behalf of the Company where the equity shares of the Company proposed to be listed, as applicable, provided that the below statement of limitation is included in the RHP. 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 certificate is shown or into whose hands it may come without our prior consent in writing. Any subsequent amendment / modification to provisions of the applicable laws may have an impact on the views contained in our statement. While reasonable care has been taken in the preparation of this certificate, we accept no responsibility for any errors or omissions therein or for any loss sustained by any person who relies on it. Yours faithfully, For Kanu Doshi Associates LLP Chartered Accountants Firm Registration No. 104746W/W100096 SD/- Kunal Vakharia Partner Membership No. 148916 UDIN: 25148916BMKNML9359 191Date: June 24, 2025 Place: Mumbai ANNEXURE I STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS (DIRECT TAXES) AVAILABLE TO PATEL RETAIL LIMITED (“COMPANY”) AND TO ITS SHAREHOLDERS UNDER THE APPLICABLE TAXATION LAWS IN INDIA: Outlined below are the special tax benefits available to Patel Retail Limited (the “Company”) and its Shareholders under the Income Tax Act, 1961 (the “Act”) as amended by the Finance Act, 2024 read with relevant rules, circular and notifications issued from time to time, applicable for the Financial Year 2024-25 relevant to the Assessment Year 2025- 26, presently in force in India. INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN THE SECURITIES, PARTICULARLY IN VIEW OF THE FACT THAT CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL IN THEIR PARTICULAR SITUATION. The statement below covers only relevant direct tax law benefits and does not cover benefits under any other law. Under the Income Tax Act, 1961: Direct Tax benefits available to the Company under Income Tax Act, 1961. The statement of tax benefits outlined below is as per the Income-tax Act, 1961 read with Income Tax Rules, circulars, notifications (“Income Tax Law”), as amended from time to time and applicable for financial year 2024-25 relevant to assessment year 2025-26. These tax benefits are dependent on the Company fulfilling the conditions prescribed under the Income Tax Law. Hence, the ability of the Company to derive the tax benefits is dependent upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not choose to fulfill A. Lower corporate tax rate under Section 115BAA of the Income-tax Act, 1961 (“the Act”): • Section 115BAA of the Act, as inserted vide the Taxation Laws (Amendment) Act, 2019, provides that domestic company can opt for a corporate tax rate of 22% (plus applicable surcharge and education cess) for the financial year 2019-20 onwards, provided the total income of the company is computed without claiming certain specified incentives/deductions or set-off of losses, depreciation etc. 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 unutilized MAT credit will not be available for set-off. The option needs to be exercised on or before the due date of filing the tax return. Option once exercised, shall apply to subsequent AYs and cannot be subsequently withdrawn for the same or any other assessment year. Further, if the conditions mentioned in section 115BAA of the Act are not satisfied in any year, the option exercised shall become invalid in respect of such year and subsequent 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 to us that they have opted for section 115BAA of the Act from the Assessment Year 2020-2021onwards The Company may claim such beneficial tax rate in future years subject to giving away any other income-tax benefits under the Act (other than the deduction available under section 80JJAA and 80M of the Act) and fulfilling the then prevailing provisions under the Act. • Subject to the fulfilment of prescribed conditions, the Company is entitled to claim deduction under section 80JJAA of the Act with respect to an amount equal to 30% of additional employee cost (relating to specified category of employees) incurred in the course of business, for three assessment years including the assessment year relevant in which such employment is provided. Further, where the 192Company wishes to claim such possible tax benefit, it shall obtain necessary certification from Chartered Accountant on fulfilment of the conditions under the extant provisions of the Act. B. Special tax benefits available to the shareholders of the Company The Company would be required to deduct tax at source on the dividend paid to the shareholders, at applicable rates. In case of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, and every artificial juridical person, surcharge would be restricted to 15%, irrespective of the amount of dividend. The shareholders would be eligible to claim the credit o such tax in their return of income. In case of Non-resident shareholders the company is required to deduct Tax at Source (“TDS”) on the amount of dividend paid/distributed at applicable rate specified under the Act read with applicable Double Taxation Avoidance Agreement (if any), subject to eligibility. However, as per the provisions of section 194 of the Act, no deduction of tax at source would be required in case of an individual, where dividend is distributed in modes other than cash and the aggregate amount of such dividends distributed during the year by the company to the shareholder does not exceed Rs. 5,000. There is no special tax benefit available to the shareholders of Company for investing in the shares of the Company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant provisions of the Act. • Section 112A of the Act provides for concessional rate of tax on long term capital gain arising on transfer of equity shares with effect from April 1, 2024 (i.e., Assessment Year 2025-26) subject to conditions. Any long term capital gain, exceeding INR 1,25,000 arising from the transfer of a long term capital asset (i.e., capital asset held for the period of 12 months or more) being an Equity Share in a company wherein Securities Transaction Tax (‘STT’) is paid on both acquisition and transfer, income tax is charged at a rate of 12.50% without giving effect to indexation. • Section 111A of the Act provides for concessional rate of tax @ 20% in respect of short-term capital gains (provided the short-term capital gains exceed the basic threshold limit of income exemption, where applicable) arising from the transfer of a short-term capital asset (i.e., capital asset held for the period of less than 12 months) being an Equity Share in a company or wherein STT is paid on both acquisition and transfer. As per Section 111A of the Act, short term capital gains arising from transfer of equity shares in a company transacted through a recognized stock exchange and chargeable to Securities Transaction Tax (“STT”), shall be taxed at 15% plus applicable surcharge and cess in case of transfer of shares before 23 July 2024 and at the rate of 20% plus applicable surcharge and cess in case of transfer of shares on or after 23 July 2024, subject to fulfillment of prescribed conditions under the Act In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident shareholder has fiscal domicile. Notes: 1. The above statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares. 2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefit(s) under any other law. 3. The above statement of possible direct tax benefits is as per the current Income Tax Act, 1961, applicable for the Financial Year 2024-25, relevant to the Assessment Year 2025-26, presently in force in India. 4. 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 tax consequences and the changing 193tax laws, each investor is advised to consult his / her own tax advisor with respect to the specific tax consequences of his / her investment in the shares of the Company. 5. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under the relevant double tax avoidance agreement(s), if any, between India and the country in which the non- resident has a fiscal domicile. 6. 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. We do not assume responsibility to update the views consequent to such changes. STATEMENT OF SPECIAL POSSIBLE INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY, AND THE SHAREHOLDERS OF THE COMPANY The Company is primarily engaged in the business of retail sale through its supermarkets in the district of Thane and Raigad in Maharashtra, manufacturing / processing of whole spices, pulses, powder spices, wheat flour, peanuts, sesame etc. and trading of food and non-food products. The Company sells its products in domestic markets as well as in international markets. The Company has active GST registered under 02 States. A. Special tax benefits available to the Company • Given that the Company is engaged in exports of agricultural products and FMCG products, the Company avails benefit under the Remission of Duties and Taxes on Exported Products (RoDTEP) Scheme under Foreign Trade Policy. • The Company also avails duty drawback benefits on Export of agricultural products and FMCG products. • The Company exports goods with payment of IGST and claims the refund of the same and in case of sugar the company exports without payment of GST under a Letter of Undertaking and no Customs duty is applicable on such exports. • The said goods are also supplied by the Company in domestic market which attract GST at the prescribed rates. • The Company has availed benefit under the Pradhan Mantri Kisan SAMPADA Yojana scheme of the Ministry of Food Processing Industries, Government of India for setting up an agri-cluster and manufacturing units of the agricultural products in Dudhai, Kutch, Gujarat. B. Special tax benefits available to the shareholders of the Company There are no special tax benefits available to the shareholders under the indirect taxes. Notes: 1. The above statement is based upon the provisions of specified Indirect tax laws and judicial interpretation thereof prevailing in the Country, as on the date of this Annexure. 2. This statement is intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences and the changing tax laws, each investor is advised to consult his / her own tax advisor with respect to the specific tax consequences of his / her investment in the shares of the Company. 3. The statement covers only indirect tax laws benefits and does not cover any income tax law benefits or benefit under any other law. 4. 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. We do not assume responsibility to update the views consequent to such changes. 194Yours faithfully, For Kanu Doshi Associates LLP Chartered Accountants Firm Registration No. 104746W/W100096 SD/- _____________ Kunal Vakharia Partner Membership No. 148916 UDIN: 25148916BMKML9359 Date: June 24, 2025 Place: Mumbai 195SECTION IV – ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise indicated, the information in this section is derived from the industry report titled ‘Food & Grocery Retailing and Food Processing’ updated on August 07, 2025 (“D&B Report”) prepared by Dun & Bradstreet Information Services Private Limited, appointed by our Company pursuant to an engagement letter dated February 12, 2024 and such D&B Report has been commissioned by and paid for by our Company, exclusively in connection with the Offer. We have commissioned and paid for the D&B Report for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. The D&B Report will be available on the website of our Company https://patelrpl.in/investor-relations/ from the date of this Prospectus till the Bid/Offer Closing Date, and has also been included in “Material Contracts and Documents for Inspection- Material Documents” on page 642. The data included in this section includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the Offer), that have been left out or changed in any manner. For further details, please see “Risk Factors- Industry information included in this Prospectus has been derived from an industry report prepared by Dun & Bradstreet, exclusively commissioned and paid for by us for such purpose” on page 98. Global Macroeconomic Scenario Global Economic Overview The global economy, which recorded GDP growth at 3.3% in CY 2024, is expected to show resilience at 2.8% in CY 2025. This marks the slowest expansion since 2020 and reflects a 0.5%-point downgrade from January 2025 forecast. Moreover, the projection for CY 2026 has also reduced to 3.0%. This slowdown is majorly attributed due to numerous factors such as high inflation in many economies despite central bank effort to curb inflation, continuing energy market volatility driven by geopolitical tensions particularly in Ukraine and Middle East, and the re-election of Donald Trump as US President extended uncertainty around the trade policies as well as overall global economic growth. High inflation and rising borrowing costs affected the private consumption on one hand while fiscal consolidation impacted the government consumption on the other hand. As a result, global GDP growth is estimated to moderation by 2.8% in CY 2025 as compared to 3.3% in CY 2024. Historial & Projected GDP Growth Trends (%) Global Economies Advanced Economies Emerging and Developing Economies 7.0 6.6 6.0 4.7 2.9 3.7 3.6 2.94.1 3.5 3.3 4.3 2.8 3.7 3.0 3.9 3.1 4.0 1.9 1.7 1.8 1.4 1.5 1.7 -1.7 -2.7 -4.0 CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025P CY 2026P CY 2030P Source – IMF Global GDP Forecast Release April 2025 Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World Economic Outlook (WEO). This classification is not based on strict criteria, economic or otherwise, and it has evolved over time. It comprises of 40 countries under the Advanced Economies including the G7 (the United States, Japan, Germany, France, Italy, the United Kingdom, and Canada) and selected countries from the Euro Zone (Germany, Italy, France etc.). The group of emerging market and developing economies (156) includes all those that are not classified as Advanced Economies (India, China, Brazil, Malaysia etc.) Historical and Projected GDP Growth GDP growth across major regions exhibited a mixed trend between 2022-23, with GDP growth in many regions including 196North America, Emerging and Developing Asia, and Emerging and Developing Europe slowing further in 2024. In 2025, GDP growth rate in Emerging and Developing Asia (India, China, Indonesia, Malaysia, etc.) is expected to moderate further to 4.5% from 5.3% in the previous year, while in the North America, it is expected to moderate to 1.8% in CY 2025 from 2.8% in CY 2024. Historical & Projected GDP Growth Across Major Regions (%) 7.4 7.8 7.1 6.1 6.1 2.52.9 2.8 1.81.7 2.1 4.2 2.42.4 2.02.42.6 4.45.5 2.22.4 3.03.5 3.7 4.7 5.3 4.54.6 4.5 4.7 4.13.6 4.03.84.2 4.5 3.63. 24 .12.1 2.5 0.5 North America Latin America & The Middle East & Emerging & Sub Saharan Africa Emerging and Caribbean Central Asia Developing Asia -1.5 Developing Europe -2.2 -2.2 -0.5 -1.8 -6.9 CY2020 CY2021 CY2022 CY2023 CY2024 CY2025P CY2026P CY2030P Source-IMF World Economic Outlook April 2025 update. Except Middle East & Central Asia, all other regions like Emerging and Developing Asia, Emerging and Developing Europe, Latin America & the Caribbean, Sub Saharan Africa and North America, are expected to record a moderation in GDP growth rate in CY 2025 as compared to CY 2024. Further, growth in the United States is expected to come down at 2.71% in CY 2025 from 2.80% in CY 2024 due to lagged effects of monetary policy tightening, gradual fiscal tightening, and a softening in labour markets slowing aggregate demand. Global Economic Outlook The global economy is navigating a period of exceptional uncertainty. Policy shifts, particularly those reshaping trade, have alarmed financial markets and bruised business sentiment. The U.S.’s reciprocal tariffs, which represent additional costs for businesses from almost all countries with which the U.S. trades, charge trade partners an import duty at a discounted rate of approximately half the rate that the trade partner currently imposes on the U.S. According to U.S. President Donald Trump, reciprocal tariffs, ranging from 10% to 50%, are meant to address trade barriers limiting U.S. exports. The effective tariff rate includes other tariffs imposed at an earlier date and cumulatively may now be higher than duties charged on U.S. imports. It is unclear whether the reciprocal tariffs represent a negotiating tool, and may therefore be temporary, or form part of broader long-term protectionist measures and industrial strategy. Responses to reciprocal tariffs have been varied, with some economies promising swift countermeasures. More than 50 markets have sought negotiations with the US. While Malaysia is seeking a united response across ASEAN, the Chinese Mainland has retaliated with duties on all imports from the U.S., declaring it will “fight to the end”. In early April, the U.S. confirmed the most aggressive steps yet, with a cumulative 145% tariff on some products imported from the Chinese Mainland. Brazil has readied itself by passing a bill allowing for retaliation, Australia has ruled out retaliatory levies, and the EU remains open to negotiation while preparing a package of countermeasures. Tariffs and their unpredictable application have weighed on consumer and business sentiment, sunk global stock markets, raised recession risks, and made a global slowdown more likely. Our latest Global Business Optimism Insights report for indicates a further decline in business optimism as firms continue to grapple with trade-related policy uncertainty and its broader economic implications. Export-driven sectors reported sharp declines in optimism. Financial risk perceptions remain elevated as businesses contend with high borrowing costs and persistent inflation expectations. More broadly, the uncertainty is reflected in delayed capital expenditure and a pullback in hiring. Tariffs have begun to exert pressure on central banks by contributing to inflationary pressures and increasing financial market volatility. Central banks are adjusting forward guidance and policy frameworks and may begin to consider the likelihood of softer growth being a bigger priority than high inflation by starting to cut interest rates to support economies. For businesses, this uncertainty translates into unpredictable cost structures, fluctuating credit availability, and the management of operational costs through diversified supply networks. The latest Dun & Bradstreet Global Business Optimism Insights report reveals a further decline in business optimism, 197though at a more moderate pace than in the prior quarter, as businesses continued to grapple with trade-related policy uncertainty and its broader economic implications. Export-driven sectors such as automotives, electricals, and metals saw sharp declines in optimism, particularly in the U.S., Mexico, South Korea, and Japan, where rising tariffs and shifting trade policies have fueled cost pressures and demand volatility. Financial risk perceptions remain elevated. India Macroeconomic Analysis India emerged as one of the fastest growth economies amongst the leading advanced economies and emerging economies. In CY 2024, even amidst geopolitical uncertainties, particularly those affecting global energy and commodity markets, India continues to remain one of the fastest growing economies in the world and is expected to grow by 6.2% in CY 2025 and 6.3% in 2026. Country CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 CY 2026 CY 2030 P P India –5.8% 9.7% 7.6% 9.2% 6.5% 6.2% 6.3% 6.5% China 2.3% 8.6% 3.1% 5.4% 5.0% 4.0% 4.0% 3.4% United States -2.2% 6.1% 2.5% 2.9% 2.8% 1.8% 1.7% 2.1% Japan -4.2% 2.7% 0.9% 1.5% 0.1% 0.6% 0.6% 0.5% United Kingdom -10.3% 8.6% 4.8% 0.4% 1.1% 1.1% 1.4% 1.4% Russia -2.7% 5.9% -1.4% 4.1% 4.1% 1.5% 0.9% 1.2% Source: World Economic Outlook, April 2025 The Government stepped spending on infrastructure projects to boost the economic growth had a positive impact on economic growth. The capital expenditure of the central government increased by average 26.52% during FY 2023-FY 2024 which slowed to 7.27% in FY 2025 which is expected to translate in moderating GDP growth of 6.5% in 2024. In the Union Budget 2025-2026, the government announced INR 11.21 billion capex on infrastructure (10.12% higher than previous year revised estimates) coupled with INR 1.5 trillion in interest-free loans to states. This has provided much- needed confidence to the private sector, and in turn, expected to attract the private investment. Historical GDP and GVA Growth trend As per the latest estimates, India’s GDP at constant prices is estimated to grow to INR 187.95 trillion in FY 2025 (Second Revised Estimates) with the real GDP growth rates estimated to be 6.48% for FY 2025. Similarly, real Gross Value Added (GVA) growth stood is estimated to have moderated to 6.37% in FY 2025. Even amidst global economic uncertainties, India’s economy exhibited resilience supported by robust consumption and government spending. Growth Trend (Constant 2011-12 Prices) % 0 3 % .9 6 5 % .8 1 2 % .7 7 3 .6 % % % % 5 1 9 8 7 6 1 4 .9 .7 .9 .6 FY 2022 FY 2023 FE FY 2024 1st RE FY 2025 SAE GDP GVA Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics: FY2025. FE is Final Estimates, RE is Revised Estimate and SAE is Second Revised Estimates 198Sectoral Contribution to GVA and annual growth trend Sectoral GVA Growth Sectoral Contribution to GVA (at constant prices 2011-12) 10.82% 10.33% 8.99% 54.32% 54.53% 55.00% 7.21% 8.56% 7.29% 6.26% 6.37% 4.59% 5.58% 2.48% 2.66% 30.18% 30.81% 30.58% 15.50% 14.66% 14.41% FY 2023 FE FY 2024 1st RE FY 2025 SAE FY 2023 FE FY 2024 1st RE FY 2025 SAE Agriculture Industry Services GVA Agriculture Industry Services Source: Ministry of Statistics & Programme Implementation (MOSPI) FE is Final Estimates, RE is Revised Estimate and SAE is Second Revised Estimates Sectoral analysis of GVA reveals that the industrial sector experienced a moderation in FY 2025, recording a 5.58% y-o- y growth against 10.82% year-on-year growth in FY 2024. Within the industrial sector, growth moderated across sub sector with mining, manufacturing, and construction activities growing by 2.76%, 4.29%, and 8.64% respectively in FY 2025, compared to 3.21%, 12.30%, and 10.41% in FY 2024. Growth in the utilities sector too moderated to 6.03% in FY 2025 from 8.64% in the previous year. The industrial sector’s contribution to GVA moderated marginally from 30.81% in FY 2024 to 30.58% in FY 2025. The services sector continued to be the main driver of economic growth, although its pace moderated. It expanded by 7.29% in FY 2025 from 8.99% in FY 2024. The services sector retained its position as the largest contributor to GVA, rising from 54.32% in FY 2023 to 54.53% in FY 2024, with a further increase to 55.00% in FY 2025. The agriculture sector saw an acceleration, with growth increasing from 2.66% in FY 2024 to 4.59% in FY 2025. However, its contribution to GVA declined marginally from 14.66% in FY 2024 to 14.41% in FY 2025. Overall, Gross Value Added (GVA) growth moderated to 6.37% in FY 2025 from 8.56% in FY 2024. Annual & Monthly IIP Growth Industrial sector performance as measured by IIP index exhibited moderation in FY 2025, recording a 3.95% y-o-y growth against 5.92% increase in the previous year. The manufacturing index showed moderation and grew by 3.94% in FY 2025 against 5.54% in FY 2024. Mining sector index too moderated and exhibited a growth of 2.95% in FY 2025 against 7.51% in the previous years while the Electricity sector Index, also witnessed moderation of 5.09% in FY 2024 against 7.07% in the previous year. Annual IIP Growth 11.43% % % 8 4 4 .1 1 .2 1 5.24% 5.92% - % % 3.95% % 8 5 .1 -0.85%% 6 9 .0 7 7 .1 1 % 3 9 .7 % 3 8 .5 % 6 6 .4 % 8 8 .8 1 5 .7 % 4 5 .5 % 7 0 .7 % 5 9 .2 % 4 9 .3 % 9 0 .5 FY20 FY21% FY22 FY23 FY24 FY25 1 % 5 8 .7 -% 7 5 .9 - 5 .0 - -8.45% Mining Manufacturing Electricity General 199Montly IIP Change on Y-O-Y Basis 9.9% 8.4% 7.4% 6.5% 2.8% 5.3% 3.6% 4.1% 2.1% 1.0% 0.6% -1.3% -3.6% Sector-wise Montly IIP Change on Y-O-Y Basis Mining Manufacturing Electricity 21.9% 22.0% 20.6% 5.2% 14.9% 9.2% 7.0% 5.8% 5.1 77 %.4% 14.4% 8.9% 8.4% 7.0% 2.1% 1.5% 4.1% 2.8% 2.5% 2.1% 2.6% 1.3% 3.3% 12.4% 1.0% 6.9% 4.2% 3.0% -2.1% -2.5%-6.6% -3.5%-1.1% -8.5% -5.3% -7.9% -7.3% -15.9% -14.9% Source: Ministry of Statistics & Programme Implementation (MOSPI) Overall month IIP index growth grew by 6.5% in March 2025 against 2.1% growth in the February 2025. Both manufacturing and mining index witnessed an improvement in March 2025 over the previous month as well as against January 2025 while electricity Index improved considerably but remained in negative growth trajectory. Annual and Quarterly: Investment & Consumption Scenario Other major indicators such as Gross fixed capital formation (GFCF), a measure of investments, has shown fluctuation during FY 2025 as it registered 6.13% year-on-year growth against 8.78% yearly growth in FY 2024, taking the GFCF to GDP ratio measured to 33.40%. Capital Investment Trend In India 32.45% 31.64% 31.17% 33.38% 33.64% 33.51% 33.40% 17.52% 11.20% 8.45% 8.78% 6.13% 1.15% FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 -7.10% GFCF (y-o-y change) Investment as % of GDP 20066.52% Quarterly Capital Investment Trend in India GFCF (y-o-y) Investment To GDP Ratio 34.15% 33.43% 31.54% 34.43% 34.91% 33.58% 32.11% 34.00% 34.52% 34.31% 32.06% 33.28% 34.58% 34.37% 31.91% 15.30% 16.00% 11.71% 8.44% 9.34% 6.37% 6.43% 6.73% 5.58% 6.05% 6.69% 5.78% 5.66% 3.60% 2 2 2 2 3 3 3 3 4 4 4 4 5 5 5 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 -1 -1 -1 -1 -2 -2 -2 -2 -3 -3 -3 -3 -4 -4 -4 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 -1 -2 -3 -4 -1 -2 -3 -4 1 -2 -3 -4 -1 -2 3 Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Source: Ministry of Statistics & Programme Implementation (MOSPI) On quarterly basis, GFCF exhibited a fluctuating trend in quarterly growth over the previous year same quarter. In FY 2024, the growth rate moderated to 6.05% in March quarter against the previous two quarter as government went slow on capital spending amidst the 2024 general election while it observed an improvement in Q1 FY 2025 by growing at 6.69% against 6.05% in the previous quarter and moderated in the subsequent two quarter. On yearly basis, the growth rate remained lower compared to the same quarter in the previous year during FY 2025. The GFCF to GDP ratio measured 31.91% in Q3 FY 2025. Private Consumption Scenario Private Consumption Trend in India (PFCE Growth) 11.68% 7.47% 7.62% 5.17% 5.56% FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 -5.29% 201Quarterly Private Consumption Trend in India, PFCE (Y-o-Y Growth) 19.35% 18.05% 13.65% 11.04% 8.98% 7.41% 7.70% 6.91% 6.23% 5.69% 6.23% 5.88% 2.41% 2.14% 2.95% 2 2 2 2 3 3 3 3 4 4 4 4 5 5 5 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 - - - - - - - - - - - - - - - 1 1 1 1 2 2 2 2 3 3 3 3 4 4 4 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 - - - - - - - - 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Sources: MOSPI Private Final Expenditure (PFCE) a realistic proxy to gauge household spending, observed growth in FY 2025 as compared to FY 2024. However, quarterly data indicated some improvement in the current fiscal as the growth rate improved over the corresponding period in the last fiscal. Inflation Scenario The inflation rate based on India's Wholesale Price Index (WPI) exhibited significant fluctuations across different sectors from August 2023 to March 2025. The annual rate of inflation based on all India Wholesale Price Index (WPI) number is 2.05% (provisional) for the month of March 2025 (over March 2024). Positive rate of inflation in March 2025 is primarily due to increase in prices of manufacture of food products, other manufacturing, food articles, electricity and manufacture of textiles etc. By March 2025, Primary Articles (Weight 22.62%), The index for this major group decreased by 1.07% to 184.6 (provisional) in March 2025 from 186.6 (provisional) for the month of February 2025. Price of crude petroleum & natural gas (-2.42%), non-food articles (-2.40%) and food articles (-0.72%) decreased in March 2025 as compared to February 2025. The price of minerals (0.31%) increased in March 2025 as compared to February 2025. Moreover, power & fuel, the index for this this major group decreased by 0.91% to 152.4 (provisional) in March 2025 from 153.8 (provisional) for the month of February 2025. Price of electricity (-2.31%) and mineral oils (-0.70%) decreased in March 2025 as compared to February 2025. The price of coal remained same as in the previous month. Furthermore, Manufactured Products (Weight 64.23%), the index for this major group increased by 0.42% to 144.4 (Provisional) in March 2025 from 143.8 (Provisional) for the month of February 2025. Out of the 22 NIC two-digit groups for manufactured products, 16 groups witnessed an increase in prices, 5 groups witnessed a decrease in prices and 1 group witnessed no change in prices. Some of the important groups that showed month-over-month increase in prices were manufacture of basic metals; food products; other transport equipment; other manufacturing and machinery and equipment etc. Some of the groups that witnessed a decrease in prices were manufacture of textiles; chemicals and chemical products; computer, electronic and optical products; printing and reproduction of recorded media and furniture etc in March 2025 as compared to February 2025. 202Monthly (Y-oY) Change in WPI , (2011-12) Overall WPI Fuel & Power Primary Article Manufactured 10.00% 8.00% 6.00% 2.10% 1.25% 3.36% 4.00% 2.74% 1.91% 2.75% 2.16% 2.57% 2.51% 2.38% 2.05% 2.00% 0.39% 0.86% 0.33% 0.20% 0.26% 1.19% 0.00% -2.00% -0.46%-0.07% -0.26% -4.00% -6.00% -8.00% 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 4 4 5 5 5 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 -g u A -p e S -t c O -v o N -c e D - n a J -b e F -r a M -r p A -y a M -n u J -lu J -g u A -p e S -t c O -v o N -c e D - n a J -b e F -r a M Y-o-Y Growth in Monthly Consumer Price Indices (2011-12 Series) 9.94% 8.70%9.53% 8.30% 8.66% 8.52% 8.70 8% .69%9.36% 10.87% 6.62% 6.61% 9.24% 9.04% 8.39% 5.42% 5.66% 5.97% 3.75% 2.69% Rural Urban India Source: MOSPI, Office of Economic Advisor Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations between August 2023 and March 2025. Overall, the national CPI inflation rate moderated to 2.69% by March 2025, indicating a gradual easing of inflationary pressures across both rural and urban areas. Rural CPI inflation peaked at 9.67% in August 2023, declining to 2.82 % in March 2025. Urban CPI inflation followed a similar trend, rising to 10.42% in August 2023 and then dropping to 2.48% in March 2025. CPI measured above 6.00% tolerance limit of the central bank since July 2023. As a part of an anti-inflationary measure, the RBI has hiked the repo rate by 250 bps since May 2022 and 8 Feb 2023 while it held the rate steady at 6.50 % till January 2025. In February, RBI reduced the repo rate for the first time in the last 5 year by 25 basis point to 6.25% from 6.50% previously. [The remainder of this page has been intentionally left blank] 203Repo Rate % 6.25 6.50 6.50 6.25 4.90 6.25 4.40 6.25 5.90 4.00 4.00 0 0 0 0 0 1 1 1 1 1 1 2 2 2 2 2 2 3 3 3 3 3 3 4 4 4 4 4 4 5 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 -r p A -n u J -g u A -tc O -c e D -b e F -r p A -n u J -g u A -tc O -c e D -b e F -r p A -n u J -g u A -tc O -c e D -b e F -r p A -n u J -g u A -tc O -c e D -b e F -r p A -n u J -g u A -tc O -c e D -b e F Sources: CMIE Economic Outlook Growth Outlook The Union Budget 2025-26 has laid the foundation for sustained growth by balancing demand stimulation, investment promotion and inclusive development. Inflation level is reaching within the central bank's target; the RBI may pursue further monetary easing that will support growth. The medium-term outlook is bright, fueled by the emphasis on physical and digital infrastructure spending. With a focus on stimulating demand, driving investment and ensuring inclusive development, the budget introduces measures such as tax relief, increased infrastructure spending and incentives for manufacturing and clean energy. These initiatives aim to accelerate growth while maintaining fiscal discipline, reinforcing India’s long-term economic resilience. The expansion of tax relief i.e zero tax liability for individuals earning up to INR 12 lacs annually under the new tax regime is expected to strengthen household finances and, consequently, boost consumption. The external sector remains resilient, and key external vulnerability indicators continue to improve. However, tariff- related uncertainty is likely to weigh on exports and investment, prompting us to cut our FY26 GDP growth forecast to 6.3%. Statistics Summary of Verticals Covered Retail Industry in India Market Size CAGR CY 2025 USD 1300 Bn CY 2033P USD 2000 Bn 5.64% Organised Retail Market in India Market Size CAGR CY 2024 USD 186 Bn CY 2033P USD 267 Bn 4.13% Indian Bakery and Snacks Market Size CAGR CY 2024 INR 129.58 billion CY 2030P INR 242.56 billion 11.01% Product Segment: Spices Spice Production in India CAGR FY 2019 10.1 Mn tons FY 2025 12 Mn tons 5.00% 204Product Segment: Milled Products (Wheat) Production of Wheat in India CAGR FY 2019 104 Mn Tons FY 2025 117 Mn Tons 2.00% Production of Milled Wheat CAGR Products: Wheat Flour FY 2019 1485 thousand Tons FY 2024 1285 thousand Tons -2.85% Production of Milled Wheat CAGR Products: Wheat Bran FY 2019 784 thousand Tons FY 2024 842 thousand Tons 1.44% Indian Food Processing Industry Groundnut / Peanut Production of Groundnut in India CAGR FY 2021 10.24 Mn Tons FY 2025 11.90 Mn Tons 3.80% Fruit Pulp Production of Fruits in India CAGR FY 2020 102.0 Mn Tons FY 2025 113.2 Mn Tons 2.10% Mango Pulp Production of Mango in India FY 2021 20.4 Mn Tons FY 2025 22.7 Mn Tons 2.70% Production of mango pulp in India FY 2019 358.4 thousand Tons FY 2024 372.3 thousand Tons 0.76% Food & Grocery Retailing Market in India Market Size CAGR CY 2025 USD 850 Bn CY 2030 USD 1000 Bn 3.29% The Indian retail market valued at INR 1,260 billion in CY 2024, is expected to witness sustained growth, with its size projected to rise to USD 1,300 billion in CY 2025 and further to USD 2,000 billion by CY 2033, translating into a CAGR of 5.27% between CY 2024-33. Within this, the organized retail segment is anticipated to expand at a CAGR of 4.13%, growing from USD 186 billion in CY 2024 to USD 267 billion in CY 2033. In the product category landscape, India’s bakery and snacks segment is experiencing strong momentum, with the market expected to grow at an 11.01% CAGR, increasing from INR 129.58 billion in CY 2024 to INR 242.56 billion by CY 2030. The spice segment has shown robust agricultural output, with total spice production in India growing from 10.1 million tons in FY 2019 to 12 million tons in FY 2025, registering a CAGR of 5.00%. Conversely, in the milled wheat products category, wheat production grew modestly at a 2.00% CAGR, from 104 million tons in FY 2019 to 117 million tons in FY 2025. Among its processed derivatives, wheat bran showed marginal growth of 1.44% CAGR, whereas wheat flour production declined at a CAGR of -2.85% during the same period. 205In the broader food processing industry, groundnut production increased at a 3.80% CAGR, rising from 10.24 million tons in FY 2021 to 11.90 million tons in FY 2025. Similarly, fruit production climbed from 102.0 million tons in FY 2020 to 113.2 million tons in FY 2025, posting a CAGR of 2.10%. The mango segment registered slightly better performance, with fresh mango output growing at 2.70% CAGR, and mango pulp production seeing a minimal rise from 358.4 thousand tons in FY 2019 to 372.3 thousand tons in FY 2024, at a CAGR of 0.76%. Lastly, India’s food and grocery retailing market is projected to grow steadily from USD 850 billion in CY 2025 to USD 1000 billion by CY 2030, delivering a CAGR of 3.29%. Retail Industry in India An Overview The Indian retail sector is experiencing a significant transformation owing to a range of shifting socio-economic factors, increasing digital and new age technology influence along with a rapidly transforming consumer landscape. Over the year, India has evolved as a thriving consumer-driven economy, making it the 4th largest retail market globally after US, China, and Japan and has thus become one of the most attractive markets for global retailer to expand their footprints in India. The country ranked 1st in Kearney’s Global Retail Development Index (GRDI) in 2024 which features 30 key retail markets in developing countries while in Kearney FDI Confidence Index 2024, it ranked 18 and 4th amongst the emerging countries after China UAE and Saudi Arabia.0F1 Retail Sector Contribution and Major Highlight1F2: ➢ At present the retail sector in India accounts for over 10% of the country’s GDP2F3. ➢ The sector contributes 8% of the workforce (35+ Mn). The sector is expected to create 25 Mn new jobs by 2030. ➢ The market size of the Indian retail sector reached USD 1,300 Bn in the year CY 2025 and it is expected to reach USD 1,890 billion by 2030 and USD 2,000 billion by 2033 growing at 5.27% CAGR between CY 2024-33 ➢ Food & Grocery, Apparel & footwear, and consumer electronics are the largest retail segments, constituting 63%, 9% and 7% respectively of the retail market. ➢ The share of organized retail in the total retail industry is currently estimated at 12%-15%. ➢ The Indian e-commerce industry was estimated to be worth over USD 70 Bn in Gross Merchandise Value in 2022 and is expected to cross USD 350 Bn mark by 2030, growing at a CAGR of 32% between 2022-30. For analysis purpose, the Indian retail industry is primarily segmented in organized and unorganized; based on key product segment it is segmented into consumer non-durable goods such as food & grocery and consumer durable goods such as Clothing & Footwear, Personal Care product, and Consumer Electronics etc. The industry is also segment based on distribution channel that include brick and mortar (B&M) and online (e-commerce). The B&M segment include many formats such as independent convenience store, drug stores, and health & beauty stores, in the unorganized segment as well as hypermarkets, supermarkets etc. and specialized independent store that operate in shopping Centre or mall space under the modern retail format in the organized retail. Current Scenario and Historical growth review in the past two year The Indian retail industry is a key driver of the Indian economy, and its contribution is significant in terms of value and its share in country’s total workforce. It contributed around 10% to the country’s total GDP and employs around 8% of the total workforce3F4. The sector is growing at a brisk pace fuelled by the rapid urbanization, a growing middle class, steady increase in national wages and disposable incomes, and expanding consumer spending. Furthermore, the government steady efforts to improve India’s ease of doing business and to strengthen the overall digital ecosystem have facilitated the entry of foreign investors in India which today have better access to the connected rural consumers than before. 1The 2024 Kearney Foreign Direct Investment Confidence Index®: Continued optimism in the face of instability | Kearney 2 Invest India 3 This data is sourced from multiple industry reports, articles such as Retailers Association of India, Invest India as retail segment has contributed around 10% to country’s total GDP consistently over past 2-3 years. 4 This data is sourced from multiple industry reports, articles such as Retailers Association of India, Invest India as retail segment has contributed around 10% to country’s total GDP consistently over past 2-3 years. 206The Indian retail sector, valued at USD 1,260 billion in 2024, is expected to grow steadily, reaching USD 1,300 billion by 2025 and further expanding to USD 1,890 billion by 2030 and USD 2,000 billion by 2033. This translates to a robust CAGR of approximately 7% during the 2024-2030 period, driven by rising consumer demand, urbanization, and increasing penetration of organized retail formats. Post 2030, the growth is projected to moderate, with the sector anticipated to reach USD 2,000 billion by 2033, marking a CAGR of around 2% over 2030-2033. This growth trajectory underscores the sector's resilience and long-term potential amid evolving consumption patterns. Source: Industry Sources, D&B Research estimates The Indian retail sector experienced a significant disruption in 2020 due to the COVID-19 pandemic. The nationwide lockdown severely impacted consumer spending, leading to a decline in both essential and non-essential goods. This was driven by factors such as reduced disposable income, subdued consumer sentiment, and economic uncertainty. However, the sector witnessed a strong recovery in the following years. The revival of e-commerce activities during the unlock phases, coupled with pent-up demand, contributed to a gradual resurgence. The government's swift response, including widespread vaccination drives and containment measures, played a crucial role in restoring normalcy. The organized retail sector demonstrated remarkable resilience, with the Retailers Association of India (RAI) reporting a significant growth of 34% in FY2022-23.4F5. This surpassed pre-pandemic sales figures, indicating a strong recovery and a positive outlook for the sector. Major Market Segmentation The retail industry comprises of various segments like - Food & Grocery, Jewellery, Apparel, Furniture, Pharmacy, Consumer Electronics and Durables, Beauty & Personal care, Footwear, and others. Amongst all, the food & Grocery is the largest segment of retail sector comprising of 63% share in the total retail industry followed by apparel and footwear, and consumer electronics segments those accounts for 9%, and 7% share, respectively. [The remainder of this page has been intentionally left blank] 5 RAI is yet to announce growth rate for organized retail sector for FY 2024 207Major Segment of Indian Retail Industry Others , 21% Consumer Electronic Segment , 7% Food & Grocery , 63% Apparel & Footwear , 9% Sources: Invest India Presentation 5F6 Indian Food & Grocery Retail India’s food retail market has undergone a significant transformation over the past decade and is projected to reach approximately USD 850 billion by 20256F7. This growth has been propelled by rising per capita income, rapid urbanization, the emergence of dual-income households, and the expansion of modern trade channels such as cash-and- carry formats and e-commerce platforms. The country supports a vast distribution network with over 12 million grocery stores and more than one million wholesalers and distributors, catering to the needs of retail, food processing, and food service sectors. Consumer preferences are also evolving, with growing interest in health and wellness products, including organic, vegan, sugar-free, gluten-free, and immunity-boosting items. Simultaneously, there is a rising demand for premium, hygienically packaged, and convenient food options, such as ready-to-cook and ready-to-eat products, reflecting a shift toward quality, safety, and convenience in Indian food consumption habits. The country’s demographic dividend coupled with the higher investment and the favourable regulatory framework are expected to continue fuelling the food and grocery growth in India which is projected to grow 10% CAGR between 2022- 2030. The increasing consumption of processed foods, rising demand of quality goods and services, premiumization trends and wider access to rural market will continue to push the Indian food and grocery retail market. Over the past decade, this sector has undergone rapid expansion and modernization, driven by various factors such as technological advancements, changing consumer preferences, and increasing disposable incomes. In terms of retail formats, India boasts a diverse ecosystem that includes supermarkets, hypermarkets, grocery shops, convenience stores, and specialty shops. These formats cater to a wide range of consumer needs and preferences, offering both convenience and variety. While some retail outlets are part of larger networks, others operate independently, showcasing the coexistence of traditional kirana shops alongside modern organized retail chains. This blend of traditional and modern retail formats reflects the dynamic nature of India's retail sector, where innovation and tradition converge to meet the evolving demands of consumers. The emergence of organized retail complements the longstanding presence of kirana shops, creating a competitive retail landscape that continues to drive growth and innovation across the industry. Food & Grocery sector falls under the broader FMCG sector, which also include personal care as well as household care products. Food & Grocery Sector in India: Classifications Segments Products Carbonated and Non-carbonated Drinks, Alcoholic Beverages, Dairy products, Food and Beverages Confectionery, Meat, Poultry and Seafood, food additives, salts, edible oils, fats, and all processed and packaged foods. 6 Estimated based on FY23 pattern given by Invest India. FY24 pattern is yet to be released. 7 USDA 208Personal Care Soap, Cosmetics, Female hygiene products etc. Household Care Disinfectants, Toiletries etc. Food & Grocery sector falls under the broader FMCG sector which is often segmented based on the pricing of the products. These products are divided into low priced, medium priced and premium/ high priced segments. Low priced segment is driven by volume and price sensitive nature while high / premium priced segment is characterized by a price insensitive and brand conscious nature. The FMCG sector is characterized by strong presence of global MNCs, intense competition between organized players, well established supply chain & distribution networks. During the last decade the FMCG players increased and improved their distribution channels and improved supply chain to enhance the availability of products across the country, especially to the rural region. This contributed to the growth of FMCG sector in India. The sector is primarily fragmented in nature with the presence of global players such as Nestle, Palmolive-Colgate Company, Johnson & Johnson, and P&G; and domestic players such as Hindustan Unilever Limited, Patanjali Ayurveda, Dabur, ITC, and Britannia, amongst others. Overall, the availability of raw materials, cheaper labour costs, and huge consumer base gives India a competitive advantage. Growth of Food & Grocery Retail in Tier 2 and Tier 3 cities The Indian retail industry has undergone a remarkable evolution since the liberalization of the economy in 1991, marked by significant developments in organized retail. While various retail models have emerged, "value retail" continues to hold allure for consumers, especially in the grocery segment, which constitutes nearly 63% of the country's retail consumption7F8. Initially all supermarkets were concentrated in metropolitan areas due to higher population density, greater purchasing power, and the presence of infrastructure and amenities conducive to large-scale retail operations. However, supermarkets recognized the potential for growth beyond metros and leveraged their strengths in offering a modern shopping experience, diverse product range, and competitive pricing to attract consumers. Thus, supermarkets successfully expanded their footprint to smaller towns and cities, reflecting a strategic response to market dynamics and consumer demand. The growth of supermarkets into tier 2 and tier 3 cities was facilitated by several factors. Firstly, improving infrastructure and connectivity made it feasible for supermarkets to establish a presence in these locations. Secondly, the rising purchasing power and aspirations of consumers in smaller cities drove demand for a modern retail experience, including well-stocked shelves, organized layouts, and a variety of products. The impact of the COVID-19 pandemic further accelerated the growth of supermarkets and organized retail, with consumers prioritizing hygiene, safety, and convenience. This shift in consumer behaviour led to increased footfall and sales in supermarkets, particularly in smaller towns and cities where organized retail was gaining traction. Within India's organized grocery retail landscape, intense competition prevails, as major players vie for consumer attention through enticing offers and promotions. These market leaders are focused on delivering a distinctive shopping experience characterized by well-stocked shelves, meticulously organized spaces with ample lighting, and a diverse array of products strategically displayed to entice and encourage consumer purchases. The number of Organised Food & Grocery Retailers in India increased at a CAGR of 4.6% between FY 2017 – FY 2023. During 2020, some retailers shut down due to the severe impact of Covid-19 on businesses. However, since then, there have been continuous increases in number of retailed in the F&G segment in India, with 2022 observing an increase of nearly 10% over the previous year. This growth continued in 2023 with a further increase of 4.6%. Policy support, such as the 100% FDI allowance in food retail for domestically produced products, also encouraged investment and expansion in the retail sector, including supermarkets. This policy framework facilitated market entry and growth opportunities in tier 2 and tier 3 cities, contributing to the overall expansion of supermarkets across India. Further, as employment opportunities improve, agricultural advancements occur, and the rural workforce returns, rural areas are projected to see an increase in consumption levels, referred to as volume growth, presenting significant untapped 8 This refers to 63% of the current retail market size. 209potential for growth in the Indian retail sector, prompting major retail players to invest heavily in this burgeoning market. Organised Vs Unorganised retail in India and Growth trend in organized retail in India Currently 8F9, the traditional and unorganized retail segment is still the dominant one in the country accounting for nearly 85-88% share while organized retail account for the balance share. The unorganized retail sector includes local kirana stores, owner-operated general stores, convenience stores etc. The unorganized retailing is a highly fragmented segment with per unit space relatively low. However, this segment is too experiencing a significant transformation after the digitization push. On the other hand, the organized retailers includes corporate backed hyper markets / super markets and privately owned large retail businesses which operate with modern retailing format both in offline and online mode. The major factors supporting and accelerating the growth of the organized sector are increasing levels of internet penetration, digital maturity, and developing infrastructure to back online transactions. The organized retail is gaining ground at a brisk pace in India where a balance is emerging across shopping format that include hypermarkets, supermarket, and other large retail format like specialty store. Major retail chains are expanding their presence beyond metros and Tier-1 cities to tier-2, tier-3 cities and even in tier-4 cities owing to lower rental rates and operating costs. This is translating in to overall increase in nation’s consumer power and benefitting the growth of organised retail in India. The organised retailing segment is estimated to be valued at USD 186 Bn in 2024 and is projected to grow to USD 267 Bn by 2033. Projected Organised Retail Market Size Growth in India in USD Bn 267 186 2024 2033P Source: Dun & Bradstreet Desk Research Malls are the largest format of organized retail available today. Since it is equipped with presence of dedicated multi- level parking, multi-brand retail outlet and exclusive retail outlet, hypermarket/supermarket, large food courts, restaurants, entertainment zone and many more, it precisely offers multiple convenience to consumer all under common roof. Beyond their retail offerings, malls and high streets provide safe and secure environments for social interaction and quality time with loved ones. On demand side, today's consumers seek a more engaging retail experience, prioritizing personalized service, interactive displays, and innovative approaches that go beyond the simple product transaction. Thus, the evolving customer preferences for a safe, contactless, and sophisticated technology enable shopping experience is driving the growth of experiential retail, where the shopping experience is equally important to product sale. Beside above, underlying factor such as rapid urbanization, increasing disposable income, transforming lifestyle, increasing consumerism and supportive regulatory environment are few additional prominent factors that are propelling the growth of organized retail in India. As per, Deloitte India and the Shopping Centre Association of India (SCAI), malls and shopping centres play is projected 9 Referring to FY24 210to grow at17% CAGR from 2022 to 2028, outpacing the overall growth of the retail industry. On supply side, the retailers are paying greater attention to this noticeable shift in consumer preferences and thus making increasing investment to offer a wide range of services and improved shopping experiences to them. Owning or renting a space in a shopping mall may help retailer with better positioning and reach amongst a diversified consumer segment. Access to Hi-tech surveillance and security; elevators, parking, and other common areas; and lesser maintenance fees, are other added advantage that may help businesses with reduced operational cost and improved operational efficiency. Organized Retail Leasing Space Growth in India India remains one of the most promising destinations for retail investment, with the organized retail sector experiencing record-breaking leasing activity. As per Cushman & Wakefield, leasing in Tier-I cities reached 6.4 million sq. ft. in 2024, driven largely by Bengaluru, Hyderabad, and Delhi-NCR, which together accounted for 58% of the total absorption. The momentum carried into early 2025, with Q1 alone seeing 2.4 million sq. ft. of leasing, a significant 55% year-on-year jump. High streets dominated preference, contributing nearly two-thirds of this activity, while malls accounted for the rest. Among segments, fashion and apparel led the charge with a 37% share, followed by entertainment (14%), food & beverage (12%), luxury (9%), and consumer electronics (6%). While early 2025 saw limited new mall supply, nearly 9 million sq. ft. of Grade-A space is expected to enter the market this year, with recently completed malls already absorbing strong leasing demand, highlighting continued strength in physical retail. This growth is occurring alongside the rapid expansion of e-commerce, which is reshaping consumer behaviour across India. The country is projected to reach 400 million unique online shoppers by 2027, up from 312 million in 2022. Quick commerce has notably disrupted traditional shopping patterns in urban areas, with e-grocery commanding two-thirds of online grocery orders and contributing USD 6–7 billion in GMV in 2024. Meanwhile, digital payments have surged, with UPI now handling over INR 15 trillion in monthly transactions, underscoring deep digital penetration. The direct-to- consumer (D2C) model has also gained momentum, accounting for around 15% of total e-commerce sales and growing at a rapid 40% annually. Despite the digital boom, organized retail is far from losing ground. Instead, it is embracing transformation through an omnichannel strategy, elevated in-store experiences, and a stronger focus on food, entertainment, and premium offerings. This hybrid evolution reflects India's unique consumer dynamics, where both physical and digital retail are poised to grow in tandem. Major Advantages of E-commerce Disintermediation: E-commerce has reduced the role of intermediaries. Using online platforms, manufacturers can now directly sell their product to end users, bypassing the traditional retail chain. Disintermediation has brought several benefits to buyers & sellers. It helps sellers in eliminating operation & infrastructure cost of selling through channels while buyers can make hassle-free purchases at comparatively lesser prices due to disintermediation. Greater Convenience & Wider Reach: Convenience is one of the most important advantages of e-commerce industry. Millennial population’s changing perspective towards “Anytime / Anywhere” is pushing the e-commerce sales in India. E-commerce's round-the-clock accessibility broadens the customer base to encompass a vast majority of internet users, geographically transcending traditional limitations. Furthermore, advertisement & promotions on online platform allows e-commerce portal to have better & wider reach from even global customers. Access to diverse inventory & Easy Product Comparison: A wider range of choices in all categories such as electronics, apparels, footwear, books, food & groceries, etc. is available at a single website. Moreover, better inventory management and cataloguing of product on online portal attract customer’s attention and even leads to impulsive buying too. Use of e-commerce platform is not just restricted to buying or selling activities, but it also has unique business offering that provides for information gathering, product/services comparison in terms of pricing, product review, customer rating, availability etc. All these factors have transformed customer’s preferences towards e-commerce industry. Improved Efficiency: As the orders are processed digitally, buying efficiency is improved for stakeholder in the value chain including manufacturers, distributors, wholesalers, and retailers. Large scale procurement/ sale, information sharing is possible just at a click of button which is time saving and more transparent in nature as comparatively less human interaction is involved. Furthermore, technology advancement (e.g., mobile apps), varied facilities (i.e., payment platforms, transport options, etc.), paperless & cashless transactions, artificial intelligence and a host of other new innovations are being brought about to deal with rapidly changing business needs. 211Driven by the rising internet penetration, smartphone usage, and rapid adoption of digital payments, the Indian e- commerce market has seen robust expansion over recent years. The industry has grown from USD 66.53 billion in FY 2022 to an estimated USD 114.96 billion in FY 2025, registering a healthy CAGR of approximately 20% over the period. This upward trajectory is expected to continue, with the market projected to reach USD 300.44 billion by FY 2030, reflecting a CAGR of 16.9% between FY 2025 and FY 2030. Sources: International Trade Administration, Industry Sources, D&B Estimates Innovation and customization to align with changing customers expectation and dynamic operating environment has supported the growth of e-commerce in diversified business segment including retail. The Indian retail sector has been evolving steadily, both in terms of format and platform, paving the way for modern retail format which gives unique shopping experience to the customer. The noticeable surge in internet users, conducive ICT infrastructure, increasing time poverty13F9F10, convenience of online purchase and exciting discounts running throughout the year, have pushed the e- commerce penetration in the retail sector. Furthermore, efficient customer servicing policies offered by retailers such as cash on delivery, good replacement policy, etc are other factors that have boosted the trust and comfort of customers opting for online shopping. Further, the growth of logistics & reverse logistic to ensure speedy & safe delivery even for precious and delicate items is aiding growth of online retail in India. The Covid-19 pandemic brought some long-lasting changes in consumer landscape to which retail sector is still adjusting. It has altered their preferences and transformed the purchasing behaviour of consumers such as how they consume, shop, use technology etc. Major emerging changes that have accelerated after Covid are listed below: Omni-channel Technology and Digital Experiential shopping Micro-retailing- strategies Adoptition •Retailers must be •Despite growing e- •During pandemic, the •Retailsectorhasbeen present at all retailing, the Indian need for a major proponent touchpoint (both customer's in-store "convenience retail" digital push in India. It offline and online) experience plays a grew substantially is pushing innovative wherecustomerwant decisive role in the encouraging the technology tools tobeserved final product concept of micro right from inventory purchase. For this retailing with hyper planning and supply reason, retailers are local store so that chaintoPOS,delivery must keep quality of retailers are as close and digital payment service tailored in the to the customer as app, physicalstore. possible 10 Increasing Time poverty refers to the shortage of time amongst the working group segment which holds significant share in total potential customer segment. 212E-commerce’s share in India’s overall retail landscape is accelerating, as retailers increasingly leverage digital platforms not just for selling, but also for building brand visibility and consumer engagement. Traditional brick-and-mortar brands are intensifying efforts to expand their online presence through D2C (Direct-to-Consumer) channels, while simultaneously partnering with leading marketplaces such as Amazon, Flipkart, Myntra, Snapdeal, and others. Additionally, M-commerce (mobile commerce) is driving growth as e-commerce players launch and upgrade mobile apps to boost user engagement. The wave of digital adoption has also reached India’s vast network of Kirana stores, which are being digitally integrated into the retail value chain through collaborations with platforms like Blinkit, BB Now, Swiggy Instamart, and Dunzo. These partnerships are reshaping the consumer experience, offering doorstep delivery and transforming India's grocery ecosystem. Based on various industry estimates, Dun & Bradstreet expects the Indian e-grocery market to valued at USD 9.68 billion in 2024, is projected to grow to USD 50.3 billion by 2030, recording an impressive ~31.6% CAGR, making it one of the fastest-growing sub-segments in Indian e-commerce. Overall, the Indian e-commerce industry is evolving into a dynamic, omni-channel retail ecosystem, driven by both consumer demand for convenience and businesses’ strategic digital pivots. Impact of Inflation on Food Products and Retail Dynamics Effect of Inflation on Food Products Inflation significantly affects the food sector, influencing prices, consumer behavior, and overall market dynamics. The impact varies across different segments, such as essential staples, processed foods, and premium products. • Rising Input Costs: Inflation increases the cost of raw materials like grains, vegetables, and dairy products. Factors such as fuel price hikes, supply chain disruptions, and global commodity market volatility contribute to cost inflation. This rise in production and transportation costs is often passed on to consumers, leading to higher retail prices. • Food Price Increases: As of October 2024, food inflation reached 10.87%, marking a 15-month high. Key contributors include substantial price hikes in: o Vegetables: Prices surged 42.18%, driven by adverse weather conditions affecting supply chains. o Fruits: Prices increased by 8.43%, reflecting similar supply challenges. • Price Sensitivity and Shifting Consumption Patterns: Consumers become more price-sensitive during inflationary periods, leading to changes in buying habits: o Staples vs. Premium Products: Demand for essential staples like rice, wheat, and vegetables remains relatively stable, while sales of premium or discretionary food products (like organic and specialty foods) may decline. o Brand Switching: Consumers may shift from branded products to private labels or cheaper alternatives. • Impact on Producers and Suppliers: Small and medium-sized food producers face increased financial strain due to higher production costs. Large manufacturers might have more capacity to absorb costs, but smaller players may struggle with reduced margins. • Food Security Concerns: Inflation can exacerbate food insecurity, particularly in developing economies where a significant portion of household income is spent on food. Governments may need to intervene through subsidies or price controls to stabilize the market. Impact of E-commerce and Quick Commerce on Offline Sales The rise of e-commerce and quick commerce has transformed consumer shopping behavior, particularly during periods of economic uncertainty. These digital channels offer convenience, competitive pricing, and a wide array of choices, posing both challenges and opportunities for traditional offline retailers. • Convenience and Speed Advantage o Quick Commerce: Quick commerce (Q-commerce), with its promise of ultra-fast delivery (within 10-30 minutes), has become particularly popular in urban areas. This model appeals to consumers seeking immediate gratification, especially groceries, essential food items, and personal care products. o Impact on Offline Retail: Traditional brick-and-mortar stores face reduced foot traffic as consumers increasingly opt for online platforms that provide home delivery and attractive deals. • Competitive Pricing and Promotions o E-commerce platforms leverage data analytics to offer personalized discounts and dynamic pricing strategies. During inflation, consumers are more inclined to hunt for the best deals online, affecting offline sales. 213o Loyalty Programs: Online platforms often have robust loyalty programs and cashback offers, which can divert customers from physical stores. • Changing Consumer Expectations o Omnichannel Experience: Consumers now expect seamless shopping experiences across both online and offline platforms. Offline retailers must adapt by integrating digital technologies (like QR codes, digital payments, and inventory tracking) to remain competitive. o In-Store Experience: Physical stores are focusing on enhancing the in-store experience through personalized services, in-store events, and exclusive products that are not available online. • Inventory and Supply Chain Management E-commerce platforms typically maintain extensive inventories and employ advanced supply chain technologies. Offline retailers face challenges in competing with this efficiency, particularly during inflation when maintaining stock at competitive prices becomes difficult. • Impact on Local Kirana Stores Quick commerce has directly impacted local Kirana stores. While many consumers still rely on these stores for small, everyday purchases, digital players like Zepto, Swiggy Instamart, and Blinkit are capturing a growing share of this market. However, some Kirana stores are collaborating with e-commerce platforms (like Amazon Local Shops) to stay relevant. Inflation creates a complex environment for food products, affecting pricing, consumer choices, and market stability. The sharp rise in food prices, particularly in vegetables and fruits, highlights the sector's vulnerability to external factors like adverse weather. Simultaneously, the rapid growth of e-commerce and quick commerce reshapes retail dynamics, presenting both challenges and opportunities for offline stores. Adapting to these changes requires a strategic approach that focuses on innovation, customer experience, and digital integration to remain competitive in an evolving market. Key Growth Driver Below mentioned are the major underling factor that are likely to propel the growth of Organized and e-retailing and overall Retail Sector in India: Urbanization India, boasting a staggering population exceeding 1.46 billion in 2025, represents about 17.2% of the world's total inhabitants, with a consistent 1.39% annual growth rate over the past 25 years. Furthermore, according to the Handbook of Urban Statistics 2022, India’s urban population continues its rapid growth trajectory. As of mid-2025, an estimated 542.7 million people, or approximately 37.1% of India’s population, reside in urban areas. This urbanisation rate has increased from 36.0% in 2023 to 36.9% in 2024 and 37.1% in 2025, with a steady annual growth of about 2.3%. Looking ahead, projections based on UN and national estimates indicate that by 2030, over 40% of India’s population, around 607 million people, are likely to live in urban areas. By 2035, this figure is expected to rise further to approximately 675 million, representing an urban share of about 42.8%. These trends underline the swift pace of urbanisation in India and signal significant implications for infrastructure planning, urban governance, and future socio-economic policies. As the country experiences rapid urban growth, with more people migrating from rural to urban areas, there is a fundamental shift in consumer behaviour and preferences. Urban dwellers typically lead fast-paced lifestyles characterized by hectic work schedules and limited time for traditional shopping practices. This demographic segment values convenience, efficiency, and a seamless shopping experience. [The remainder of this page has been intentionally left blank] 214•Excluding the Pandemic years (FY2020-21), India's GDP is growing at 7-7.5% rate Economic Growth annually since FY 2014 favouring growth in consumption and investment demand. •The country's Per capita income has increased from INR 68,572 in FY 2014 to INR Income Growth 106,744 in FY 2024 (PE). •With over 1.42 Bn population, India emerged as the world most populous country in Access To Large Market April' 23. India's population is projected to reach 1.54 Bn by 2032. •More than two-thirds of its population or 68% comprises people between the ages of Demographics 15 and 64 while with a median age of 31 by 2030, India will remain one of the youngest Advantage nations in the world. •The share of Urban population to total population in India grew from 27.8% to 31% Urbanisation between 2001-2011 and is further estimated to grow to 41.7% by 2030. •Rural per capita consumption to grow 4.3 times by 2030, compared to 3.5 times in Per Capita Consumption urbanIndia •India's consumption expenditure to grow from USD 1.5 trillion in 2021 to USD 6 Rising Consumerisim Trillion by 2030 backed by the 370 Mn aspirational consumer age between 0-25 who will have grown up in India which have relatively better digital reach than before. Increasing Millennial •By 2030, India will have nearly 90 Mn new households headed by millennials Population Affluent and Elite to •India’s affluent population and elite population is expected to grow by 2.1 X and 2.3X drive spending between 2019-2030 •India’s digital economy is expected to reach USD 1 Tn by 2030 from USD 90 Bn Digital Economy Growth •India has second largest Internet users base which reached 944 Mn as on 30th Sep Internet User Growth 2024. Increase in Digital •Digital payments gross transaction value is expected to grow from USD 0.6 Tn in 2022 to Payment USD 3.1 Tn (2030) •Digital India, Demonetization, GST reform, FDI relaxation, Aadhaar, UPI and changes in Government Inititiatives MSME definition to include wholesale and retail trader favour the retail sector growth Organized retail stores cater precisely to these urban consumer needs by offering a modern and structured shopping environment. These stores are strategically located in urban centres, making them easily accessible to a large population base. Additionally, organized retail outlets leverage their scale and operational efficiencies to stock a wide range of products, from daily essentials to specialty items, thereby providing consumers with a one-stop destination for their shopping needs. Changing consumer preferences Changing consumer preferences play a crucial role in driving the demand for organized food and grocery retail stores in India. One of the key aspects of these changing preferences is the shift towards cleanliness, hygiene, and well-organized shopping environments. Organized retail stores excel in this aspect by maintaining high standards of cleanliness, ensuring neat and tidy aisles, and providing a pleasant ambiance for shopping. This focus on cleanliness is particularly important in the current global context, where health and safety considerations have become paramount. Additionally, Organized retail stores are designed to optimize space, display products attractively, and provide clear 215signage for easy navigation. This organized layout enhances the overall shopping experience, making it more convenient and enjoyable for consumers. Moreover, organized stores often categorize products logically, making it easier for shoppers to find what they need quickly. Furthermore, the availability of a wide range of products under one roof is another aspect of changing consumer preferences driving demand for organized retail. Consumers today value convenience and efficiency in their shopping trips. Organized stores fulfil this need by offering a diverse selection of products, including branded and premium options, thus saving consumers time and effort in visiting multiple stores for their shopping needs. Increase in disposable income. Higher disposable incomes among consumers in India have a significant impact on the demand for organized retail shops and supermarkets. As people's incomes rise, they have more money available for discretionary spending, including on groceries and other retail items. This increase in disposable income enables consumers to afford the convenience and premium offerings often found in organized retail outlets. With higher incomes, consumers place greater value on time-saving benefits and convenience. Organized retail shops and supermarkets offer a wide range of products under one roof, saving customers the time and effort of visiting multiple stores. Additionally, these outlets often provide services like home delivery, online ordering, and loyalty programs, further enhancing convenience for busy consumers. Quality Assurance Quality assurance is a crucial factor that drives demand for organized retail shops and supermarkets in India. Consumers are increasingly concerned about the authenticity, safety, and overall quality of products they purchase. Organized retail outlets play an important role in meeting these expectations by implementing robust quality control measures throughout their supply chains. One key aspect of quality assurance is the sourcing of products from reputable suppliers and brands. Organized retail shops and supermarkets often have partnerships with well-known manufacturers and distributors, ensuring that the products they offer are genuine, of high quality, and compliant with industry standards and regulations. This gives consumers confidence in the products they buy and reduces the risk of purchasing counterfeit or substandard items. Furthermore, organized retailers invest in maintaining the freshness and integrity of perishable goods such as fruits, vegetables, dairy products, and meats. They adhere to strict storage, handling, and refrigeration standards to preserve the quality and nutritional value of these items. This focus on freshness and quality sets organized retail apart from traditional unorganized stores, attracting discerning consumers who prioritize product quality. In addition to product quality, organized retail outlets also prioritize customer service and satisfaction. They often have well-trained staff who can provide information about products, assist with inquiries or issues, and ensure a pleasant shopping experience. This emphasis on customer-centric services enhances the overall perceived quality of the retail outlet and encourages repeat business from satisfied customers. Growing demand from Tier 2 and Tier 3 cities The growing demand from tier 2 and tier 3 cities is a significant driver of the increased popularity and demand for organized retail shops and supermarkets in India. Tier 2 and tier 3 cities are experiencing rapid urbanization, economic growth, and improvements in infrastructure, leading to changes in consumer behaviour and preferences. One key factor contributing to the demand from these cities is the rising middle-class population with increasing disposable incomes. As incomes rise in tier 2 and tier 3 cities, consumers have more purchasing power and a growing appetite for branded products, convenience, and a modern shopping experience. Organized retail outlets are well- positioned to meet these evolving consumer needs by offering a wide range of branded products, superior quality, and convenient services under one roof. Moreover, the expansion of organized retail chains into tier 2 and tier 3 cities has bridged the gap between urban and rural shopping experiences. Consumers in these cities now have access to a diverse range of products, including FMCG goods, electronics, apparel, and household items, which were previously limited to larger cities or urban areas. This accessibility and availability of products contribute significantly to the growing demand for organized retail in tier 2 and tier 3 cities. Additionally, the presence of organized retail outlets brings modern retail practices, such as digital payments, loyalty 216programs, and online shopping options, to tier 2 and tier 3 cities, enhancing the overall shopping experience for consumers. This adoption of modern retail practices aligns with the preferences of younger demographics in these cities, who are tech-savvy and value convenience and efficiency in their shopping journeys. Regulatory Scenario Key Initiatives & Policy Changes • Reforms to attract Foreign Direct Investment (FDI): The Government of India has introduced reforms to attract Foreign Direct Investment (FDI) in the retail industry. Recent policy changes allow. o 100% FDI under the automatic route for: ▪ Cash & carry wholesale trading. ▪ E-commerce (B2B & marketplace for B2C) • Cashless Payments: The Government’s efforts to promote cashless payments are expected to facilitate modern/online retail. • Priority Sector Status: Retail has been accorded the status of a priority sector by the government in the National Skill Development Mission. Retailers Association of India is the nodal agency for training the manpower. This would make available the required trained manpower for the growth of the sector. • Model Shops and Establishments Bill 2016: Introduced by the Centre, one of the provisions of this bill allows retailers to operate 24-hour, which is expected to provide a boost to the retail market, especially in the metros. • Abolishment of the Foreign Investment Promotion Board: Following the abolishment of the Foreign Investment Promotion Board in 2017, the FDI clearance process has become convenient for investors. The move removes an extra layer of procedures, making the overall process more efficient. FDI proposals are now transferred to concerned individual ministries, which decide on their clearance. • Open Network for Digital Commerce (ONDC): This government initiative aims to create an open e-commerce ecosystem, promoting a level playing field for all sellers and reducing dependence on large online marketplaces. The ONDC is expected to empower small and medium businesses (SMBs) to participate effectively in online retail, fostering greater competition and consumer choice. • Government Initiatives: Schemes like "Pradhan Mantri Gramin Digital Stores" are being launched to establish rural e-commerce points facilitated by local kirana shops. These initiatives aim to bridge the digital divide and provide rural consumers with access to a wider range of products and services. Regulatory Landscape in Maharashtra The Maharashtra Retail Trade Policy, 2016 aimed to bolster the state's position as a retail leader within India. Objectives: • Strengthen Leadership: The policy aimed to solidify Maharashtra's position as a frontrunner in the national retail sector. • Attract Investment: It was intended to incentivize investments in the retail sector, particularly in underdeveloped regions of the state. • Boost Employment: Job creation across the retail sector was a primary focus. • Empowerment & Skill Development: The policy envisioned skilling and empowering youth to participate effectively in retail trade. • Support for Unorganized Sector: The policy aimed to strengthen existing unorganized small retailers to help them compete with the organized sector. Key Initiatives: • Relaxations under the Shops and Establishment Act: The policy proposed simplified registration processes and reduced regulatory burdens for small and medium retailers with less than nine employees. • Online Registration: It aimed to introduce online registration facilities for various licenses and approvals, streamlining the process for businesses. 217• Relaxation from APMC regulations: This provision (potentially repealed) exempted retailers from certain regulations of the Agricultural Produce Market Committee (APMC), allowing them to potentially source produce directly from farmers, reducing costs and inefficiencies. • Single Window Clearance: The policy advocated for a centralized system for obtaining clearances and permits, potentially saving time and resources for retailers. • Focus on Training & Skill Development: Initiatives to equip the workforce with relevant retail skills were envisioned. Potential Impact: • Increased Investment & Growth: The policy could have spurred investments in retail infrastructure and expansion, particularly in underdeveloped areas. • Job Creation: Streamlined regulations and a more vibrant retail sector could have led to more job opportunities. • Empowering Small Retailers: Reduced compliance burdens and potential benefits like direct sourcing from farmers could have strengthened the position of unorganized small retailers. • Improved Consumer Choice & Convenience: A more robust retail sector could benefit consumers with a wider range of options and potentially lower prices. Threat & Challenges • Unorganized Markets: The predominance of unorganized retail in India, lacking standard processes and scalability, poses a significant challenge to large retailers. Small and medium-sized outlets continue to attract customers due to their accessibility and personalized services. • High Supply Chain Costs: A fragmented supply chain, compounded by the involvement of middlemen, escalates costs for organized retailers. This affects their pricing competitiveness, especially when local stores offer similar products at lower prices. • Maintenance Expenses: Organized retail incurs high operational costs, including rent, utilities, and salaries for large teams, which smaller retailers manage more efficiently. This cost disparity can impact profitability. • Consumer Mindset: Indian consumers exhibit strong loyalty toward neighbourhood stores, which offer a sense of trust and familiarity. Changing these ingrained preferences requires sustained engagement and superior value delivery. • Lack of Personalization: While small retailers excel in offering personalized recommendations, larger retail formats often lack this human touch, diminishing their appeal to customers who value customized shopping experiences. • Technological Adaptation: The rise of e-commerce has transformed retail, and brands need to adopt a strong digital presence to remain competitive. Integrating technology in production processes, inventory management, and digital marketing is essential, but smaller brands may lack the resources for such investments. Moreover, the fast-evolving tech landscape requires ongoing innovation, pushing companies to continuously invest in new tools, from customer analytics to augmented reality experiences, to keep up with consumer expectations. Despite these challenges, the Indian retail sector holds immense potential for growth, driven by technological adoption, evolving consumer behaviour, and government support. Addressing these hurdles will be key to sustaining growth and fostering a balanced ecosystem that benefits both organized and unorganized retail players. Competitive Landscape The Indian retailing space particularly FMCG is a captivating blend of tradition and transformation, where established giants like kirana stores face off against the rising tide of modern trade and innovative e-commerce players. Currently, traditional stores like kirana shops, with over 11.5 million outlets account for a whopping 80-85% of FMCG sales. These small, family-run businesses offer a convenient and familiar shopping experience for many consumers. They are known for their local presence, credit facilities, and personalized customer service. However, limitations in product variety, space constraints, and outdated inventory management remain challenges. While traditional retail holds a strong position, modern retail formats like supermarkets, hypermarkets, and e-commerce platforms are rapidly growing. They offer a wider product range, a more organized shopping experience, and attractive promotions. Major players include Reliance Fresh, More Retail, Avenue Supermarkets (DMart), Max Hypermarket (Spar), Spenser’s retail, and Star Bazaar, to name a few. This segment is expected to capture 30-35% of the market share within the next 3-5 years. This growth is driven by: • Focus on Pricing: Modern retailers leverage economies of scale to offer competitive pricing, attracting budget- conscious customers. 218• Wider Selection: They provide a wider range of brands and merchandise, catering to diverse consumer preferences. • Convenience: Strategic locations and online shopping options offer greater convenience for customers. E-commerce while still a smaller player, online retail is witnessing significant growth, especially in urban areas. Players like Amazon, Flipkart, and BigBasket are offering convenience, competitive pricing, and faster deliveries. E-commerce disrupts the landscape by offering a wider product variety than both traditional and modern trade, often at lower prices. However, challenges like logistics costs and the inability to cater to the immediate needs of consumers remain. Direct-to-Consumer (D2C) Brands are bypassing traditional channels and selling directly to consumers through their websites and social media platforms. This trend is driven by the growing preference for niche and personalized products. D2C brands can offer more competitive pricing by eliminating middlemen, but building brand awareness and reaching a wider customer base can be a challenge. The Indian FMCG retail space has undergone a significant transformation: • Rise of Modern Trade: Modern retailers are offering a compelling alternative, attracting consumers with a wider variety of products and a more pleasant shopping experience. • Tech Integration: Both traditional and modern players embrace technology. This includes digital payments, loyalty programs, and data analytics to improve inventory management and customer targeting. • E-commerce Boom: Increasing internet penetration and smartphone usage fueling the growth of online FMCG sales. Several factors are shaping the competitive landscape in the Indian FMCG retail space: The Indian FMCG retail space promises continued growth. Retailers who can successfully adapt to the evolving needs of consumers, leverage technology effectively, and build robust supply chains will emerge as leaders. The future is likely to be dominated by an omnichannel approach, where consumers seamlessly switch between online and offline channels for their FMCG purchases. Retailers who can offer a unified and convenient shopping experience across all channels will be best positioned to thrive in this dynamic market. 219Profiling of key players D-Mart [The remainder of this page has been intentionally left blank] 220Reliance Retail [The remainder of this page has been intentionally left blank] 221Spencer Retail [The remainder of this page has been intentionally left blank] 222More Retail Big Bazaar, once a dominant player in India's hypermarket space, has undergone significant changes in recent years. Founded in 2001 by the Future Group, Big Bazaar became synonymous with the hypermarket format in India. At its peak, Big Bazaar boasted over 300 stores across the country, offering a wide variety of groceries, apparel, consumer durables, and electronics under one roof catering to budget-conscious and value-seeking customers, Big Bazaar offered competitive prices and loyalty programs. Future Group faced financial difficulties in recent years. In February 2022, Reliance Retail acquired the majority of Future Group's retail assets, including Big Bazaar. The future of Big Bazaar stores remains uncertain. Some stores have been rebranded as Reliance's "Smart Bazaar" format, while others continue to operate under the Big Bazaar name for now. Reliance Retail hasn't officially confirmed the future of all Big Bazaar stores. While Reliance Retail and DMart, are the undisputed big two in India's organized FMCG retail sector, several other players contribute to the diverse retail landscape. Supermarkets like More Retail, Spencers, Star Bazaar, Hypercity are prominent contenders, offering a one-stop-shop experience for groceries, household items, and more. These retailers focus on a curated product selection, often including well-known national and international brands, alongside private label options to cater to budget-conscious customers. 223Competitive Landscape in Food & Grocery Retail Sector In India's organized grocery retail landscape, intense competition prevails among major players, each striving to capture consumer attention and loyalty through enticing offers and promotions. The market is divided between modern grocery retailers and traditional grocery retailers, each with its unique strategies and market positioning. Unorganised / Traditional Grocery Retailers: While traditional grocery retailers still hold a substantial market share, their growth rate has been more modest, with a CAGR of 0.5% between 2017 and 2023. These retailers include neighbourhood kirana stores, small grocery shops, and local markets. While they cater to specific consumer segments seeking proximity and personalized service, they face challenges in competing with modern retailers' extensive product offerings and enhanced shopping experiences. Organised / Modern Grocery Retailers: These retailers, including supermarket chains and hypermarkets, have seen significant growth in recent years. They focus on providing a distinctive shopping experience characterized by well- stocked shelves, organized layouts with ample lighting, and a diverse array of products strategically displayed to attract and encourage consumer purchases. The modern grocery retail segment has experienced a CAGR of 4.6% between 2017 and 2023, showcasing strong market expansion and consumer preference for the convenience and variety offered by these outlets. Competition within the organised segment • Modern retailers differentiate themselves by offering a wide range of products, including fresh produce, packaged goods, gourmet items, and household essentials. They constantly update their product mix to align with changing consumer preferences and market trends. • Price competitiveness is fierce, with retailers employing promotional strategies, discounts, loyalty programs, and bundle offers to attract price-conscious consumers. Modern retailers often leverage economies of scale and supply chain efficiencies to offer competitive pricing while maintaining quality standards. • Additionally, retailers focus on providing a seamless omnichannel experience, integrating online platforms with physical stores for convenient shopping options such as click-and-collect or home delivery services. Personalization plays a crucial role, with retailers leveraging data analytics to understand customer behaviour and offer personalized promotions, recommendations, and loyalty programs. • Store ambiance and layout are also significant, with a focus on creating inviting and well-organized spaces that enhance the overall shopping experience. Furthermore, sustainability initiatives, ethical sourcing practices, and community engagement efforts contribute to building a positive brand image and attracting environmentally conscious and socially responsible consumers. Key players presence in the organised F&G retail segment Store Name No. of Stores in MMR No. of Stores PAN India D-Mart 33 415 Reliance SMART 15 NA Reliance Fresh 10 2700 Reliance SMART Bazaar, previously Big 14 244 Bazaar Star Bazaar 10 48 Hypercity 4 20 Nature's Basket 19 34 Spencer’s Retail NA 120 224More Retail Supermarket 2 920 Patel Retail 43 43 Source: D&B Research, Industry Sources, Note: The store count of supermarkets (both pan India and region – MMR) was compiled basis information available in the public domain. D&B have relied on website of respective companies, as well as other public information to compile this. However, D&B has not conducted any primary survey / physical checks to verify the store presence. The data captured here is basis information on public domain. Growth Outlook in Retail Sector The resumption in retail activity – as the spread of pandemic was brought under control – have helped in reviving the sale of various consumer product. With restrictions being lifting, demand for all consumer products witnessed revival as pent- up demand kicked. However, inflationary pressures impacted post-pandemic spending recovery in FY 2023 but the same is expected to bounce back as inflation exhibited some moderation in FY 2024 and support the overall retail industry growth in FY 2024. In long term, harnessing the advantage of a large and diverse population base, India is steadily evolving as a consumer driven economy where such large population base of 1.43 Bn is hard to ignore by global and domestic retailers. As the country socio-economic transformation continues, India is witnessing an expanding presence of leading international and consumer retail brand making their way in organized retail segment These brands are continuously striving for innovations, supported by data-driven insights of consumer preference analysis. Traditionally, the Indian retail basket has been dominated by essentials like food and groceries. Future growth in this segment growth hinges on personalization, with retailers leveraging data analytics and prescriptive algorithms to enhance customer experiences. Tailored services such as personalized cart preparation, streamlined checkout processes, and direct delivery of out-of-stock items are crucial for customer retention. Moreover, agility, adaptability, and investment in omnichannel capabilities are imperative for success in the rapidly evolving grocery retail landscape. Retailers must prioritize upskilling, digital infrastructure development, and building robust supply chain networks to thrive, remain competitive, and ensure long-term profitability in the dynamic retail environment. Additionally, supportive regulatory landscape and several schemes launched by the government to enhance the farm income have made consumer retail product especially FMCG products more affordable and finding increasing penetration in rural sector. In FMCG sector, Government’s initiatives to improve supply chain for transportation of perishable commodities, reduce wastages and increase processing level of food products will also help the Food and retail sector to grow. Going forward, a study by Deloitte indicates a shift towards discretionary spending on categories like apparel, electronics, and personal care products. The retail basket will see an increase in discretionary spending categories. This presents an opportunity for retailers to cater to evolving consumer preferences and introduce new product lines. India's young population (over 65% under 35) is driving a rise in disposable incomes. According to industry report, household spending in India is expected to reach USD 3.6 trillion by 2025.This growing disposable income will translate into increased consumer spending, creating a larger market for the retail sector. Additionally, the expanding middle class will fuel demand for a wider variety of products beyond necessities. In the light of abovementioned factor, India’s retail market overall retail industry is expected to grow to USD 2 trillion by 2033, growing at 5.22% CAGR between 2024-33. Product Segment: Spices Overview India continues to strengthen its position as the global hub for spice production, contributing approximately 42% of global spice output and producing over 109 varieties of spices. This vast diversity, combined with traditional farming knowledge and favourable agro-climatic conditions, makes India not just the largest producer, but also the leading exporter of spices. The country exports around 225 types of spices and spice products to more than 180 countries, underlining its global relevance. While spices are commonly used in cooking for flavouring and preservation, their importance extends beyond the culinary realm into pharmaceuticals, cosmetics, and aromatics due to their medicinal properties. 225Spices are made up of some simplest natural ingredients like flowers, leaves, seeds, roots and bark. It is used in multiple forms - in its raw form (Whole spices), powdered form (grounded spices) as well as extracts that include essential oils and oleoresins. In FY 2025, spice production in India remained geographically diverse, with distinct states specializing in different spice crops based on agro-climatic advantages. Madhya Pradesh led the country with 3.77 million tonnes, producing a wide variety including garlic, coriander, and fennel seeds. Gujarat followed, known for cumin, fennel, and fenugreek seeds. Andhra Pradesh, Telangana, and Rajasthan were major producers of chillies and turmeric, while Karnataka and Tamil Nadu stood out for high-value spices like pepper, cardamom, and cloves. Eastern states like Odisha and Assam contributed significantly to ginger, turmeric, and coriander production, showcasing the regional diversity and specialization that underpins India’s position as a global spice leader. Spice Production in India (FY 2025*) Production State Major Spices Produced (000 tonnes) Madhya Ginger, Turmeric, Coriander seeds, Fennel Seeds, 3,769 Pradesh Chilli, Fenugreek seeds, Garlic Cumin Seeds, Fennel Seeds, Fenugreek Seed, Garlic, Gujarat 1,230 Chilli, Ginger, Turmeric Andhra Pradesh 1,150 Chilli, Turmeric, Tamarind, Coriander Seed Coriander Seed, Cumin seed, Fennel seed, Fenugreek Rajasthan 1,039 Seed, Garlic, Chilli Telangana 862 Chilli, Tamarind, Ginger, Turmeric Pepper, Cardamom, Chilli, Ginger, Nutmeg, Turmeric, Karnataka 772 Cloves, Tamarind Maharashtra 496 Chilli, Ginger, Turmeric, Garlic, Tamarind Odisha 398 Ginger, Chilli, Turmeric, Garlic, Coriander Seed Assam 394 Chilli, Coriander Seed, Fennel Seed, Garlic Uttar Pradesh 312 Chilli, Ginger, Turmeric, Coriander Seed, Garlic Tami Nadu 282 Cardamom, Ginger, Chilli, Turmeric, Garlic Source: Spices Board of India *FY 2025 are first advanced estimates Spice Production in India India’s total spice production has shown a steady upward trajectory, rising from 10.1 million tonnes in FY 2020 to a peak of 12.5 million tonnes in FY 2024. Though initial estimates suggest a marginal decline to 12 million tonnes in FY 2025, the overall trend remains positive, with a CAGR of nearly 5% over the last six years. This growth has been supported by increased demand, improved seed varieties, and expanded cultivated area, which grew at a CAGR of 3%, reaching 4.7 million hectares by FY 2024. The spice sector also plays a critical role in enhancing rural livelihoods and promoting exports. 226Spice Production in India (in Mn Tons) 12.5 11.8 12 11 11.2 10.1 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025* Source: Spices Board of India, FY 2025 * - 1st advance estimate In FY 2025, spice production in India remains highly concentrated, with five states collectively accounting for nearly 70% of the country’s total output. Madhya Pradesh leads the production landscape with 3.77 million tonnes, contributing 31% to the national total, primarily driven by large-scale cultivation of garlic and coriander. Gujarat and Andhra Pradesh follow closely, each contributing 10% to the overall production, while Rajasthan and Telangana add another 9% and 7%, respectively. The remaining 33% of the output comes from other key spice-producing states such as Karnataka, Tamil Nadu, Maharashtra, and West Bengal. This distribution highlights the regional specialization and dominance of certain states, enabled by favourable agro-climatic conditions, targeted cultivation practices, and historical expertise in specific spice varieties. Spice Production in India: Geographical Spread (FY 2025) Madhya Pradesh Others 31% 33% Telangana Gujarat 7% 10% Rajasthan Andhra Pradesh 9% 10% Source: Spices Board of India In FY 2025, India’s spice production continues to be dominated by four major crops, garlic, red chillies, ginger, and turmeric, which together form the backbone of the country’s spice economy. Garlic leads with a production volume of 3.42 million tonnes, accounting for 29% of the total output. Red chillies follow at 2.69 million tonnes, contributing 22%, while ginger and turmeric make up 19% and 9% of the total production, respectively. Coriander also plays a significant role, representing 7% of the output. The remaining 14% is distributed among various other spices. This concentration in a few key crops reflects prevailing domestic consumption preferences as well as strong global demand, especially for dried chillies, turmeric, and ginger, which continue to drive India’s position as a global leader in spice exports. 227Spice Production Pattern in India (in FY 2025) Others 14% Garlic 29% Coriander 7% Turmeric 9% Ginger Red Chillies 19% (Dried) 22% Source: Spices Board of India Bulk of the spice harvested in India is consumed domestically, given the spice rich cuisine. As per FAOSTAT, per capita spice consumption in India has reached 3.83 Kg in 2021. Per capital consumption volume has been steadily increasing. The domestic market for spices is estimated to be worth INR 700-750 billion, the bulk of which is concentrated in the unorganized segment. At present the branded spice segment is estimated to account for 30- 40% of the total market. However, the industry is undergoing a transition in favour of the organized segment and is estimated to account for 50% of the total spice market by 2025, with a value contribution of approximately INR 500 billion. The increasing demand for readymade spice mix, primarily from urban home makers is providing the much-needed push towards the growth of branded spice segment. This growth in branded spices is a positive for the industry, due to the higher profit margins when compared to loosely sold spices. This higher demand for packaged & branded spices is expected to demand the share of organized segment by the end of this decade. Branded Spice Market in India Branded spice comprises of both packed whole ground spice as well as spice blends (combination of different spices & herbs). Today, the branded & packaged spice segment is estimated to account for 30-40% of the total spice market in India10F11. According to World Spice Organisation (WSO)11F12, the branded spice market in India is estimated to be worth INR 35,000 Crore. Although the branded segment comprises of the less than 40% of total spice industry in India, the prominence of the sector is expected to growth in the coming years. The Indian spice industry is undergoing a transition in favour of the organized segment and is estimated to account for nearly half of the total spice market in the next three to four years. The increasing demand for readymade spice mix, primarily from urban home makers is providing the much-needed push towards the growth of branded spice segment. This growth in branded spices is a positive for the industry, due to the higher profit margins when compared to loosely sold spices. This higher demand for packaged & branded spices is expected to demand the share of organized segment by the end of this decade. Recent Developments in Branded Spice Market in India Blended spices, which is made by a combination of different spices & herbs has become an integral part of Indian cuisine. Although a small part of the overall spice market the packaged blended spice is fast becoming a key ingredient in Indian kitchens. The higher demand is fuelled by factors ranging from convenience, superior packaging (that promises retention of aroma & taste), and expanding consumer palate for different cuisines. 11 As per multiple industry sources / insights by industry stakeholders & industry associations 12 WSO is a not-for-profit organization and technical partner of All India Spice Exporters Forum. WSO is involved in various initiatives to promote sustainable development of spice sector, and works with national & international organizations like Spice Board of India, Indian Institute of Spice Research, Rainforest Alliance, GIZ (Germany), and IDH (The Sustainable Trade Initiative – Netherlands), among others. 228The consumption pattern of blended spice is not uniform but varies with rural and urban markets. Unbranded and loose spice blends accounts for bulk of consumption in rural markets and smaller towns while the penetration of branded & packaged spice blends is comparatively higher in urban markets. Higher receptiveness of urban consumers, together with the trend to switch to packaged food products in urban market is playing a key role in the increasing preference for branded & packaged spice blend in urban markets. In addition, higher awareness level (ability to retain aroma & taste for longer period), ease of access and convenient packaging have also helped increase the popularity of branded & packaged spice blend in urban markets. The branded spice blend market in India is comprised of a large number of regional players, with the preference of brands shifting from one region to next. Although few national players have entered into the market, the industry is yet to see the emergence of a pan India spice brand. This dominance of regional brand, and shifting preference with region could be attributed to the wide variation in taste preferences. Despite the urbanization that has prompted widespread movement of people and intermingling of cultures, there are distinct food preferences that varies from region to region. Regional brands initially emerged offering a single / limited spice blends that are native to that region and build up a leadership position. However soon these brands became association strongly with their native blends and were unable to replicate the same success in spice blends which were not native to the region. Due to this peculiar market structure, the strategy of national players has been to expand to region markets through acquisition of regional brands. Last couple of years have seen this trend with few pan India brands, and few global brands acquiring regional players to gain foothold in the packaged spice blend market in India. Some of the major deals that has happened in this space include. • Acquisition of Badshah Masala by Dabur India Limited in 2022. Dabur acquired 51% stake in Badshah Masala for INR 587.5 Crore. Badshah Masala has a strong brand recall in Western market, especially Gujarat, Maharashtra and Rajasthan. This acquisition gives Dabur an automatic entry into the lucrative blended spice market in Western India. • Kerala based spice brand Eastern Condiments was acquired by Norwegian company Orkla in 2021. Orkla acquired approximately 68% stake in Eastern condiments for INR 1,356. The Norwegian company executed the deal through its Indian subsidiary MTR Foods. Orkla had acquired MTR in 2007 for approximately INR 450 crore. • FMCG conglomerate ITC limited acquired Kolkata based Sunrise food in 2020 for INR 2,150 crore. The above three major acquisition points to the strategy adopted by large players to enter the fast-growing branded spices segment. Given the nature of the branded spice blend industry, inorganic expansion would continue to remain a key strategy. Export Scenario Spice Exports from India India remains the largest exporter of spices globally, with exports valued at INR 369.6 billion in FY 2024. Key spices driving these exports include chilli, cumin, turmeric, coriander, pepper, nutmeg, and spice oils and oleoresins. Over the past few decades, the value of Indian spice exports has grown nearly 15-fold, while volumes have expanded from 47,000 tonnes in 1960-61 to 1.5 million tonnes in FY 2024. Despite fluctuations in recent years, exports rebounded in FY 2024, reflecting strong global demand for Indian spices due to their diverse flavours, culinary applications, and medicinal properties. [The remainder of this page has been intentionally left blank] 229Export of Spices (in INR Bn) 369.6 317.6 309.7 303.2 220.6 FY 2020 FY 2021 FY 2022 FY 2023* FY 2024* Export of Spices (in Million Tonnes) 1.8 1.5 1.5 1.4 1.2 FY 2020 FY 2021 FY 2022 FY 2023* FY 2024* Source: Spice Board of India *Provisional for FY 2023 & FY 2024 In FY 2022, spice exports saw a decline, falling to INR 303.2 billion from INR 309.7 billion in FY 2021, with volume shrinking from 1.8 million tonnes to 1.5 million tonnes. This was primarily driven by reduced production and lower quantities of key spices like chilli and cumin. FY 2023 continued the trend, with volume declining further to 1.4 million tonnes, though the export value rose to INR 317.6 billion due to higher domestic prices. The deferred demand in importing nations, exacerbated by economic stress in regions like Europe and the Middle East, contributed to these volume challenges. Spice exports in FY 2024 showed signs of recovery, with volumes increasing to 1.5 million tonnes and value climbing to INR 369.6 billion. Chilli, cumin, turmeric, and nutmeg continue to dominate, comprising nearly 65% of total export volume. The increasing global popularity of Indian cuisine, the health benefits associated with spices, and growing demand in major markets like North America, Europe, and the Middle East are key drivers. The government’s ambitious target of achieving USD 10 billion (approximately INR 830 billion) in spice exports by FY 2027 will require a compounded annual growth rate of 19.5%, compared to the current CAGR of 13% between FY 2019 and FY 2023. Strengthening production, ensuring quality standards, and expanding market reach will be crucial to meeting this target. Demand Drivers Spices are an integral part of human diet as it enhances flavour, taste and possess medicinal values. Usage as a seasoning in food production is the largest end use of spices in the country. Apart from direct human consumption, spices demand is also increase in non-food application such as nutraceuticals, cosmetics, perfumery, and dyeing application. Demand 230from medical / healthcare sector could be attributed to its antimicrobial properties. In addition to domestic demand, export demand too supports the overall spice industry growth. Key factors driving demand for spices are: Urbanisation & Increasing Culinary Diversity Increasing Food Preparations Population Disposable Income Manufacturing of Health Benefits Export Demand consumer products Culinary Diversity As global cuisine continues to evolve, people are increasingly exploring and incorporating diverse flavours and cooking techniques into their meals. This culinary diversity has been facilitated by factors such as travel, migration, and the sharing of recipes through various media platforms. As a result, there is a growing demand for spices that can enhance the authenticity and richness of these global dishes. Individuals experimenting with Indian, Thai, or Middle Eastern cuisine at home often seek out specific spices like turmeric, cumin, coriander, or sumac to replicate traditional flavours. Similarly, restaurants and food manufacturers are constantly innovating to offer unique flavour profiles that appeal to a broad audience, incorporating spices from around the world into their recipes. This demand for spices is not limited to specific regions or demographics but is rather a global phenomenon driven by a shared interest in exploring new culinary experiences and embracing cultural diversity. As a result, the spice industry continues to thrive, with producers, distributors, and retailers meeting the growing demand by offering an extensive array of spices from various origins and flavour profiles. Increasing Population In India, the demand for spices is strongly tied to its cultural heritage, population growth, and culinary preferences. With its population exceeding 1.428 billion individuals in 2023, India is home to the largest populace, constituting approximately 17.2% of the world's total inhabitants. As populations increase, so does the need for food, and spices play a crucial role in making meals more flavourful, appealing, and culturally relevant. In India, spices are deeply intertwined with culinary traditions, religious practices, and social gatherings. As a result, the demand for spices tends to rise in parallel with population growth, as people continue to incorporate them into their daily cooking routines. Spices like cumin, coriander, turmeric, and cardamom are essential ingredients in Indian cooking, adding flavour and authenticity to dishes across the country. This demand is fuelled by a desire to maintain culinary traditions and create delicious meals that reflect regional tastes. Further, as incomes rise and lifestyles change, there's a shift towards convenient food options, leading to increased demand for spice blends and ready-to-use mixes, especially in urban areas. Additionally, the younger generation's curiosity for global flavours and fusion cuisine contributes to the demand for a diverse range of spices. Urbanisation & Increasing Disposable Income India is the third largest economy in the world in terms of purchasing power, next to China and USA. As more people move to urban areas and experience lifestyle changes, there is a notable shift in dietary preferences and culinary habits. With urbanization comes greater exposure to diverse cuisines and culinary influences. As a result, urban consumers are 231increasingly seeking out spices to recreate authentic flavours at home, driving up the demand for a variety of spices. Moreover, the rise in disposable income among urban households further fuels this demand. As people have more money to spend, there is a greater willingness to invest in high-quality ingredients to enhance the taste and appeal of their meals. This propensity to spend on food and beverages is directly correlated with the increase in personal disposable income. Food Preparations In Indian cuisine, spices are widely used for seasoning and as flavouring agent in food preparations. Compared to other cuisines the usage of spices in Indian cuisine is relatively high which has made food sector as the largest consumer of spices in the country. Spending on food and beverages in the country is increasing rapidly as per capita income and population base increase. This has benefitted all products and services related to food sector. Changes in consumption pattern in the country, especially in urban markets too have benefitted food sector. Consequently, demand for spices from households as well as restaurants have gone. With spices being an integral part of Indian cuisines, large population base and income growth will continue to drive food consumption translating in higher demand for spices in food preparation. Apart from food, preparation spices and extracts from spices (Essential Oils & Oleoresins) are used in the preparation of processed and packaged foods like canned meat, sauces, bakery and confectionary products, as well as flavouring agent in beverages. Demand for processed and packaged food has increased steadily, driven by changing consumption and consumer profile in urban markets. Higher demand for processed and packaged food has increased the demand for spices and extracts from food product manufacturers. Health Benefits The increasing awareness of health benefits associated with spices is a significant factor driving their demand. Spices do not act as only flavour enhancers; they are also valued for their potential positive impact on health and well-being. Many spices, such as turmeric, ginger, cinnamon, and cloves, contain bioactive compounds with antioxidant properties. These compounds help combat oxidative stress in the body, which is linked to various chronic diseases like heart disease, cancer, and diabetes, thereby being increasingly incorporated into regular diets. Other spices such as ginger and turmeric are well-known for their anti-inflammatory effects, which can help alleviate symptoms of inflammation-related conditions. These spices are used in both traditional medicine and modern dietary practices. Additionally, spices are often praised for their role in promoting digestive health. Many spices, such as fennel, coriander, and peppermint, have been traditionally used to aid digestion, alleviate bloating, and relieve gastrointestinal discomfort. This aspect is particularly appealing to consumers seeking natural remedies for digestive issues and looking to improve their gut health. As the demand for natural and holistic approaches to health and wellness continues to grow, so does the popularity of spices as functional foods. Consumers are increasingly turning to spices not only for their culinary value but also for their potential health-promoting properties. This trend is driving the incorporation of spices into various food and beverage products, including teas, functional beverages, snacks, and supplements, further fuelling the demand for these flavourful and healthful ingredients. Manufacturing of consumer products The infusion of spices into a myriad of consumer products, ranging from soap and toothpaste to perfumes, is triggering a surge in the demand for spices in India. The incorporation of spice extracts into personal care items, like soap and toothpaste, is gaining popularity due to the perceived health and wellness benefits associated with certain spices. Consumers are drawn to products that not only offer traditional fragrances but also boast natural and therapeutic qualities, leading to an uptick in the demand for spice-infused formulations. Similarly, the fragrance industry has witnessed a growing inclination towards incorporating spice extracts in perfumes and scented items. Spices contribute unique and exotic notes, adding depth and character to various fragrances, thereby amplifying their appeal in the market. 232As per capita incomes increase, there is a parallel rise in the demand for FMCG products, driving manufacturers to explore innovative formulations that leverage the aromatic and therapeutic properties of spices. This synergy between consumer preferences for diverse, spice-infused products and the expanding FMCG market is playing a pivotal role in propelling the demand for spices and spice extracts in India. Export Demand India is the largest producer as well as exporter of spices. Value of spices exported from the country has increased by a CAGR of ~14% during the period FY 2020- FY 2024 to reach INR 369.6 billion. Large variety of spices and a wide production base ensures that Indian would continue its dominance in international spices trade. As international markets increasingly seek out diverse and authentic flavours, Indian spices have emerged as sought-after commodities. The demand for Indian spices abroad is fuelled by several factors. Firstly, the rich and varied culinary heritage of India, with its aromatic and flavourful spices, has garnered global appreciation. This has led to a consistent demand for spices such as cardamom, cumin, turmeric, and black pepper in kitchens worldwide. Secondly, the perceived health benefits associated with many Indian spices have amplified their appeal on the international stage. Spices like turmeric, known for its anti-inflammatory properties, and cumin, valued for its digestive benefits, have become staples in health-conscious markets, contributing to sustained export demand. Additionally, the globalization of food habits has led to a growing interest in international cuisines, further boosting the demand for Indian spices. As chefs and home cooks around the world experiment with diverse flavours, Indian spices play a crucial role in creating authentic dishes. Growth Forecast Spices being an integral seasoning and flavouring agent would continue to see constant demand growth from food and beverage sector. With shift in consumption pattern towards processed and packaged foods, consumption of spices from food & beverage sector would continue to increase. India is already a production hub for pharmaceutical products and production volume is only going to strengthen as domestic and export demand for pharmaceutical product increase. In industrial sector, demand from pharmaceutical sector is expected to play a vital role in increasing industrial consumption of spices. On the export front, India is evidently expected to maintain its dominance as the leading spice exporter in the world. The Indian spices industry envisions to become an international processing hub for supply of high-quality spices to meet the global consumption demand for spices. Various steps have been initiated by Spices Board to enhance India’s share in global spice trade. The Government has set a target of increasing its spice export revenue to USD 10 billion by FY 2027. Given the prominence of exports in Indian spice industry, achieving this target would ensure strong growth in industry revenue. In addition, the share of branded & packaged spices (mostly ready-to-use spice mix) is expected to witness strong demand in the coming years, on the back of changing consumption patterns. As per WSO, the branded spice market in India is expected to grow from the current size of INR 35,000 crores to nearly INR 50,000 crores over the next three years (by 2027). Product Segment: Milled Products (Wheat) Overview Wheat, a vital grain and dietary staple for much of the world's population, plays a crucial role in global agriculture. Being extensively cultivated and consumed, wheat serves as a key source of nutrition for billions of individuals, contributing significantly to diverse diets worldwide. Its ability to thrive in various climates and its versatility make it an essential component of the agricultural sector. Traditionally, wheat cultivation in India has been concentrated in the northern region, particularly in the states of Punjab and Haryana Plains. These areas have been highly productive in wheat farming, with India accounting for 12.5% of the world's total wheat production over the past two decades, making it the second-largest wheat-producing country globally.12F13 13 World Economic Forum 233India consumes a substantial amount of wheat primarily due to its integral role in traditional diets and culinary customs across the country. As a staple food, wheat is deeply embedded in Indian cuisine, forming the basis of various dishes. Its affordability, widespread availability, and extensive cultivation ensure consistent access to this grain for a large portion of the population. Additionally, wheat serves as a vital source of carbohydrates and essential nutrients, particularly in rural areas where it constitutes a significant part of daily meals. Its nutritional value and cultural importance contribute to its widespread consumption throughout India. Wheat is further processed to create Wheat Flour and Wheat Bran. Production Scenario India's agricultural output is susceptible to fluctuations in climate patterns. The unusual rise in both maximum and minimum temperatures throughout 2022 adversely affected various crops, fruits, vegetables, and livestock in several states, including Punjab, Haryana, Rajasthan, Jammu & Kashmir, Himachal Pradesh, Uttar Pradesh, Madhya Pradesh, Bihar, and Maharashtra. This heatwave coincided with the critical grain filling and development phase of wheat, leading to symptoms such as grain yellowing and shrivelling, and premature maturation, ultimately causing yield reductions ranging from 15% to 25%. The production of Wheat in the FY 2025 season reached 117 million tonnes. The by-products of wheat processing, namely Wheat Flour and Wheat Bran, recorded production at 1,285 thousand tonnes and 842 thousand tonnes respectively in FY 2024. Historical Trend Wheat Production Over the span of seven fiscal years, from FY 2019 to FY 2025, wheat production in India has shown a generally positive trajectory, rising from 104 million tonnes in FY 2019 to 117 million tonnes as per the third advance estimates for FY 2025. This reflects a compound annual growth rate (CAGR) of approximately 2.0%, indicating steady progress despite periodic setbacks. During FY 2019 to FY 2021, production steadily increased, reaching 110 million tonnes. However, FY 2022 saw a decline to 108 million tonnes, largely due to intense heatwaves across key wheat-producing states like Punjab and Haryana, which affected grain quality and yield. This disruption led to concerns about food security and export commitments. Production of Wheat (in Mn Tonnes) 117 112 111 110 108 108 104 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: Department of Agriculture, Cooperation & Farmers Welfare *Data for the year FY 2025 is of the 3rd Advance Estimates. In FY 2023, despite lingering climate challenges, production rebounded slightly to 111 million tonnes, supported by improved farm-level practices and early adoption of climate-resilient seed varieties. Building on this, FY 2024 recorded a moderate increase to 112 million tonnes, indicating a return to normalcy. 234Looking ahead, the third advance estimates for FY 2025 peg wheat production at 117 million tonnes—the highest in recent years. This recovery is underpinned by proactive measures such as scaling the adoption of heat-tolerant varieties across nearly 60% of the total wheat-growing area (~32 million hectares), better agronomic planning, and favourable weather conditions during key growing periods. These strategic interventions position India to strengthen its self-reliance and buffer stocks in the face of rising demand and climate uncertainty. Production of Milled Wheat Products Wheat flour, rich in essential minerals such as iron, magnesium, and zinc, as well as dietary fibre, is commonly used in various culinary applications. In FY 2024, the production of wheat flour stood at 1,285 million tonnes, down from 1,485 million tonnes in FY 2019. This downfall is attributed to the overall decrease in the production of wheat due to severe weather conditions. Wheat production in FY 2021 declined by 17.58% and has been slow to recover since. While FY 2022 and FY 2023 showed signs of growth with 3.70% and 6.57% increase in production, the below-par wheat flour production caused by climate disruptions has still not reached FY 2020 levels. Production of Milled Wheat Products (in 000' tonnes) 1,485 1,392 1,268 1,285 1,190 1,148 820 842 784 774 773 726 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Wheat Flour Wheat Bran Source: CMIE A similar trend was observed in the production of Wheat Bran. This commodity, too, observed a decline of 6.17% in the FY 2021 season. The consecutive years of FY 2022 and FY 2023 showed increases in production by growing at 6.37% and 6.06% annually. However, the overall production of Wheat Bran showed healthy growth between FY 2019 to FY 2023, with production at 820 thousand tonnes in FY 2023, up from 784 thousand tonnes in FY 2019, growing at a CAGR of 1.13% in the given period. In FY 2024, wheat bran production reached 842 thousand tonnes. Government measures to mitigate future risk from climate disruptions are likely to support the production of Wheat Flour and Wheat bran in the coming years. Efforts to reduce crop failure are underway. This is likely to enable a better yield in the coming years, thereby supporting the production of Wheat and Milled Wheat Products. Apparent Consumption Apparent Consumption13F14 of Wheat Flour declined from 1,303 thousand tonnes in FY 2019 to 796 thousand tonnes in FY 2023. The major decline was observed in FY 2021 & FY 2022 on the back of increasing exports, by approximately 40% and 103% respectively in the given period, and declined production by nearly 18% in FY 2021, which marginally increased in FY 2022. 14 Apparent Consumption = Production + Imports - Exports 235The consumption increased in FY 2023, with a decline in exports by approximately 16% due to a government-imposed ban and an increase in production of close to 6% in the same period. This growth trend continued in FY 2024 to reach 1,201 thousand tonnes. Apparent Consumption of Wheat Flour (in 000' Tonnes) 1,303 1,197 1,201 871 796 629 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Source: CMIE, D&B Estimates Packaged wheat flour market in India. Estimated market size of packaged wheat flour market in India Traditionally, India has been a market where consumers predominantly purchased open wheat flour from local mills rather than opting for packaged and branded varieties. However, in recent years, there has been a notable shift in consumer preferences towards packaged wheat flour. With a large population and a growing middle class, there is a rising demand for packaged wheat flour as it offers convenience, consistency, and longer shelf life compared to traditional flour milling. Moreover, the penetration of organized retail chains and e-commerce platforms has further fuelled the market's expansion by enhancing distribution channels and reaching consumers in remote areas. As per the Foreign Agricultural Service (FAS) of the USDA, India's organized milling sector encompasses around 1,300 medium-to-large flour mills, collectively capable of processing approximately 25 million to 28 million tonnes of wheat annually. These mills generally operate at a capacity utilization rate of 55% to 60%, milling about 15 million to 16 million tonnes of wheat per year. Further, the majority of wheat milling activities are conducted in small-scale neighbourhood flour mills across the country. 236Branded Wheat Flour Market Size (in INR Crores) 20,000 17,300 15,000 2017 2020 2023 Source: D&B Research Estimates Between 2017 and 2023, the branded wheat flour market in India witnessed a CAGR of 4.9%, with its market size expanding from roughly INR 15,000 crores to INR 20,000 crores within the given time period. This transition is attributed to several factors, including urbanization, changing lifestyles, and increasing awareness about food safety and hygiene. Consumers are now gravitating towards packaged wheat flour due to its convenience, consistent quality, and longer shelf life compared to the open variety. Furthermore, the growing penetration of organized retail chains and e-commerce platforms has facilitated easier access to branded flour products, thereby catalyzing the shift away from traditional milling. As a result, the packaged wheat flour market in India is experiencing robust growth, with both domestic and international players vying to capture a larger share of this evolving market landscape through innovation and strategic marketing initiatives. Changing wheat flour consumption trend in India Wheat flour consumption in India has long been a staple of the Indian diet, deeply ingrained in cultural and culinary traditions. However, in recent years, there has been a noticeable shift in consumption patterns, with an increasing preference for packaged flour over the traditional loose or unpackaged variants. This trend reflects is due to: • Changing Consumer Preferences • Changing Dietary Habits and Health Consciousness • The influence of Urbanization and Modern Retail Formats • Branding and Marketing Strategies Key factors driving demand for wheat flour. Population Growth Population growth is a significant driver of demand for wheat flour. Wheat flour, being a staple ingredient in many diets around the world, experiences a proportional increase in demand to meet the dietary needs of growing populations. This demand is particularly pronounced in regions where wheat-based foods are dietary staples, such as in countries across Europe, North America, and parts of Asia. India, with its staggering population exceeding 1.46 billion individuals as of May 202514F15, represents a significant fraction of the global population. This rapid population growth directly impacts the demand for wheat flour, as India is one of the largest consumers of 15 Industry Sources 237wheat-based products globally. With more mouths to feed, the demand for staple foods like wheat flour rises correspondingly to meet the dietary needs of the expanding Indian population. Urbanization Urbanization is a key factor driving the demand for wheat flour. In urban areas, convenience and accessibility play a significant role in food choices. Wheat-based products like bread, pasta, pastries, and snacks are readily available in supermarkets, bakeries, and fast-food outlets, catering to the fast-paced lifestyles of urban dwellers. The convenience of purchasing these ready-made foods saves time and effort compared to preparing meals from scratch, making them a preferred choice for many urban consumers. According to the Periodic Labour Force Survey (2020-21), 18.9% of internal migrants in India moved from rural to urban areas, highlighting a significant trend in urbanization15F16. This movement reflects the ongoing search for better livelihood opportunities, infrastructure, and access to services in urban centres. As more people migrate from rural areas to urban centres in search of opportunities and a higher standard of living, the demand for convenient and processed foods, including those made with wheat flour, escalates. In Indian cities, the proliferation of supermarkets, bakeries, and fast- food outlets offers a wide array of wheat-based products to cater to the preferences of urban consumers. Moreover, urbanization often leads to changes in dietary habits and cultural preferences. As people from diverse backgrounds converge in cities, culinary traditions blend, leading to the adoption of new food preferences and consumption patterns. In many urban centres, Western-style diets, which prominently feature wheat-based foods, become increasingly popular due to their perceived status and influence from global food trends. Furthermore, the proliferation of fast-food chains and restaurants in urban areas further drives the demand for wheat flour- based products. Burgers, pizzas, sandwiches, and other fast-food items rely heavily on wheat flour for their doughs, batters, and crusts, contributing to the overall consumption of wheat flour. Increasing consumer awareness of the health benefits As people become more informed about the nutritional advantages of wheat flour, they are actively choosing it over other flour options for their dietary needs. The perception of wheat flour as a healthier choice stem from its inherent qualities, such as its high fibre content, complex carbohydrates, and essential nutrients. Consumers recognize that opting for wheat flour can contribute to better digestive health, improved blood sugar regulation, and reduced risk of chronic diseases like heart disease and diabetes. Furthermore, the rise in health-conscious consumer trends has led individuals to seek out products that align with their wellness goals. With increased access to information through various media channels, consumers are learning about the importance of incorporating whole grains like wheat into their diets for overall health and well-being. Food manufacturers and retailers are responding to this demand by offering a wider range of wheat flour-based products, from whole wheat bread and pasta to cereals and snacks. Marketing efforts highlighting the health benefits of wheat flour, such as labels indicating "whole grain" or "high fibre," further reinforce consumer preferences and drive purchasing decisions. Demand from Food Processing Industry The demand for wheat flour in the food processing industry has experienced a notable surge due to its widespread use in the manufacturing of various products such as bread, biscuits, and other bakery items. This heightened demand is largely driven by the increasing consumer preference for processed foods, which has led to a greater reliance on wheat-based ingredients by food and beverage manufacturers. Additionally, India's evolving consumer landscape, characterized by a growing middle-class population, a younger demographic, and higher disposable incomes, has significantly influenced consumption patterns in the country. This demographic shift has resulted in an increased demand for packaged and processed foods among consumers, further bolstering the need for input materials like wheat flour. Consequently, this has contributed to the growth of the wheat milling sector as suppliers strive to meet the rising demand for wheat-based products in the market. 16 Ministry of Statistics & Programme Implementation, Press Information Bureau 238Growing demand for bakery and confectionery companies The global consumption of bakery products has been steadily increasing in recent years, driven by factors such as population growth, changing lifestyles, rising disposable incomes, and the increasing popularity of convenience foods. Another key driver of growth in the bakery industry is the increasing demand for healthy and natural products. Increasing awareness about healthy consumption among consumers has driven the demand for bakery products made with whole grains, organic ingredients, and natural sweeteners. The surge in online marketing and mobile app-based delivery services globally, especially in the wake of COVID-induced lockdowns, has also improved distribution channels to consumers. The global bakery products market is projected to grow from an estimated USD 655.46 billion in 2025 to USD 854.63 billion by 2030, registering a CAGR of 5.45% during the forecast period. This growth reflects rising global demand for convenient, ready-to-eat bakery items driven by changing lifestyles and evolving consumption patterns.16F17. The Indian bakery and snacks market has shown steady growth, rising from INR 10,906.7 crore in CY 2022 to INR 11,877.4 crore in CY 2023. This upward momentum is expected to continue, with the market projected to reach INR 12,958.2 crore in CY 202417F18. The sector is witnessing increasing demand driven by changing consumer preferences, rising urbanization, and expanding retail penetration. This growth trend highlights the strong potential for both organized and emerging players in the segment. The market is estimated to grow up to INR 24,256.5 crore by CY 2030 with 11.01% CAGR from CY 2024.18F19 This growth in demand for bakery products, both internationally and in India, directly contributes to the increased demand for wheat flour. Wheat flour is a fundamental ingredient in the production of various bakery items such as bread, cakes, pastries, and cookies. As the bakery industry expands to meet the growing consumer demand for these products, the demand for wheat flour as a primary ingredient rises in tandem. The nutritional benefits and versatility of wheat flour, demanded by conscious consumers, make it an essential component in producing a wide range of baked goods, further driving its consumption. Consequently, the growth in demand for bakery products acts as a catalyst for the increased utilization of wheat flour by bakery and confectionery companies in both domestic and international markets, fuelling growth in the wheat flour industry. Export Scenario Wheat or meslin flour exports witnessed notable volatility in both volume and value from FY 2020 to FY 2025, reflecting the impact of global events, domestic policy shifts, and climatic challenges. The export volume rose sharply from 199.3 million kgs in FY 2020 to a peak of 564.5 million kgs in FY 2022, while the export value surged from INR 7.6 billion to INR 18.1 billion over the same period. This growth was largely fuelled by increased demand during the COVID-19 pandemic and a global supply crunch triggered by the Russia-Ukraine conflict, which disrupted major wheat supply chains and opened new opportunities for Indian exporters. However, the Indian government responded with caution, prioritizing domestic food security. In May 2022, it imposed a ban on wheat exports, followed by the August 2022 restriction on wheat flour, maida, semolina, and wholemeal atta, citing concerns about rising domestic prices and potential shortages. The Directorate General of Foreign Trade (DGFT) mandated that exports could only proceed under special provisions such as the Advance Authorisation Scheme, allowing exporters to use imported wheat for manufacturing export products. 17 Industry Sources 18 D&B Research Estimates 19 USDA 239Export of Wheat of Meslin Flour (in INR Bn) 18.1 15.2 11.2 7.6 6.3 5.3 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Export of Wheat of Meslin Flour (in Mn KG) 564.5 475.9 278.3 199.3 105.6 86.6 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: DGCI&S The impact of these regulatory actions became evident in FY 2023, with export volume falling to 475.9 million kgs and value declining to INR 15.2 billion. This decline continued into FY 2024, with volume dropping drastically to 86.6 million kgs and value to just INR 5.3 billion. The restrictions came amid poor domestic harvests caused by extreme weather conditions, particularly the severe heatwave in March 2022, which significantly reduced wheat yields, estimated at over a 5% drop. These developments pushed the government to prioritize domestic supply and contain food inflation, especially with wheat being a dietary staple. As of FY 2025, the downward trend persisted, with the full-year export volume reaching only 105.6 million kgs and value at INR 6.3 billion. The first half of FY 2025 had already shown subdued performance, with just 55.6 million kgs exported, 240amounting to INR 3.3 billion in value. Despite criticism that India lost out on leveraging high global prices during a period of international supply constraints, the government’s cautious stance was rooted in the need to ensure food affordability and availability for its population. Overall, the export trajectory of wheat or meslin flour over these years underscores the tension between tapping into global market opportunities and safeguarding national food security in times of climatic and geopolitical volatility. Key Export Markets (FY 2025) USA Others 28% 34% UAE 12% UK Australia 8% 8% Canada 10% Source: DGCI&S In FY 2024, the USA emerged as the leading export destination for wheat or meslin flour from India, accounting for 28% of total exports. This was followed by the UAE at 12%, Canada at 9%, the UK and Australia each at 8%, while the remaining 34% was distributed across other countries. Competitive Landscape The wheat flour market in India is driven by intense competition from numerous small and large players. In India, traditional local chakki mills still dominate the wheat flour market, but there's a rising trend towards branded and packaged options. This shift is evidenced by the increasing popularity of products like multigrain atta and fortified atta. Companies are tapping into consumer demands for nutrition, hygiene, and convenience, particularly in urban areas. With numerous brands offering distinct quality and varieties, competition in the market is fierce. Key factors that are shaping the competition are: Market Players and Brand Presence Numerous players operate in the wheat flour market, ranging from large multinational corporations to small-scale regional mills. Established brands such as Aashirvaad, and Patanjali dominate the market with their strong brand presence and extensive distribution networks. Regional brands also play a significant role, catering to local preferences and tastes. The presence of multiple players contributes to competitive pricing strategies and innovative product offerings to capture market share. Quality and Product Differentiation In a highly commoditized market like wheat flour, quality and product differentiation are critical factors driving competition. Manufacturers differentiate their products through various means such as grain quality, nutritional value, milling processes, and packaging innovations. Brands focusing on premium quality, organic, or specialty flour variants command higher prices and attract discerning consumers. Additionally, value-added products such as fortified flour with added vitamins and minerals appeal to health-conscious consumers, providing a competitive edge to manufacturers. Distribution Channels and Market Reach Efficient distribution networks and market reach are essential for gaining a competitive advantage in the wheat flour market. Brands with extensive distribution channels, including supermarkets, hypermarkets, convenience stores, and 241online platforms, can effectively reach consumers across urban and rural areas. Additionally, partnerships with wholesalers, retailers, and institutional buyers contribute to expanding market penetration and increasing sales volumes. Companies invest in strengthening their distribution infrastructure and logistics capabilities to enhance market access and visibility. Price Competitiveness and Promotional Strategies Price competitiveness is a key determinant influencing consumer purchasing decisions in the wheat flour market. Manufacturers adopt competitive pricing strategies to attract price-sensitive consumers while maintaining profitability. Discounts, promotional offers, and bundled deals are commonly employed tactics to stimulate sales and gain market share. Furthermore, advertising and promotional campaigns, including television commercials, print media, and digital marketing, play a crucial role in brand visibility and consumer engagement, influencing brand preference and loyalty. Regulatory Environment and Compliance Compliance with regulatory standards and food safety regulations is non-negotiable in the wheat flour industry. Manufacturers must adhere to stringent quality control measures, hygiene standards, and labelling requirements set by regulatory authorities such as the Food Safety and Standards Authority of India (FSSAI). Ensuring product safety, purity, and nutritional integrity builds consumer trust and credibility, contributing to competitive advantage and market leadership. Key Players Company Names Brief ITC Ltd - Aashirvaad Aashirvaad, owned by ITC Ltd., has been a household name since its launch in 2002, offering staple foods and kitchen essentials like atta flour, spices, and dairy products. Aashirvaad Atta, introduced in Bengal and Chandigarh in 2002, has become the country's leading branded packaged atta. Backed by ITC Limited, a leading multi- business Indian enterprise, Aashirvaad benefits from the conglomerate's diverse portfolio spanning FMCG, Paper, Packaging, Agribusiness, Hotels, and IT sectors. Over the years, ITC has cultivated a vibrant portfolio of 25+ world-class Indian brands, including Aashirvaad, Sunfeast, Yippee!, Bingo!, and B Natural, among others. Adani Wilmar Limited Fortune Foods by Adani Wilmer is a leading food brand recognized for its commitment (Fortune Foods) to quality and innovation. Offering a diverse range of products, including cooking oils, rice, flour, meals, snacks, sauces, and condiments, Fortune Foods serves customers globally. Their dedication to superior quality, innovation, and customer satisfaction drives them to continually improve and innovate. Fortune Foods prioritizes responsible sourcing and sustainability initiatives, aiming to make a positive impact on society and the environment. Patanjali Ayurved Limited Patanjali Ayurved Limited, founded in 2006, is an Indian multinational conglomerate holding company headquartered in Haridwar. Spearheaded by Ramdev and Balkrishna, the company has a presence in Delhi and manufacturing units in Haridwar. Patanjali Ayurved Limited has received accolades for its commitment to food safety, including the Certificate for Significant Achievement in Food Safety and the Certificate for Strong Commitment to Food Safety at the 14th CII Food Safety, Quality, and Regulatory Summit in December 2019. With a consumer reach of 50 million and products available in over 300,000 stores, Patanjali offers a diverse portfolio of over 1,000 items. In addition to Ayurvedic Medicine, Foods, Nutraceuticals, Personal Care, and Health Care products, Patanjali is also recognized for its packaged wheat flour, catering to the dietary needs and preferences of consumers across India. Radha Soami Food Established in 1986 in Jaipur, Radha Soami Food Products has been a trusted name in Products Pvt. Ltd the Rajasthan market, offering the finest quality Atta, Besan, Suji, Dalia, and Maida under the renowned brand name Laxmi Bhog. As pioneers in the field of Packaged Atta in Rajasthan, they have built a strong retail-marketing network, becoming a household name in the region. With a significant presence in the capital city, they dominate the branded staple food category in Jaipur, boasting a majority market share. Their extensive retail channel comprises approximately 7,000 kirana shops, ensuring widespread accessibility and availability to their valued consumers across the city. Ahaar Consumer Products Ahaar Consumer Products Pvt. Ltd. is a prominent player in the food industry, offering Pvt. Ltd. a diverse range of high-quality products. With a manufacturing capacity of 300 metric 242tonnes per day for wheat flour, the company emphasizes hygiene and quality throughout the production process. Stringent quality control measures are implemented, supported by state-of-the-art laboratories at all production plants. Ahaar Consumer Products Pvt. Ltd. holds ISO , HACCP, and FSSAI certifications, highlighting its commitment to international standards. Product Segment: Indian Food Processing Industry Industry Overview Food processing involves any value addition activities applied to produces right from harvesting stage to making it available as a usable food product to either to the end user or as an industrial raw material (intermediary product) to manufacturing industries. Transformation of raw food ingredients into food or various forms of food is refered as Food Processing. It helps in increasing the shelf life of the products. Processed foods can be classified into three types viz. Primary, Secondary and Tertiary. Primary Processing: Primary processing refers to conversion of raw agricultural produce, milk, meat and fish into a commodity that is fit for human consumption and it includes basic cleaning, grading and packaging as in case of fruits and vegetables. Secondary processing: This involves alteration of the basic product to a stage just before the final preparation as in case of milling of paddy to rice. Tertiary processing: This include processing activity that leads to a high value-added ready-to eat food like bakery products, instant foods, health drinks, etc. Value Chain of food processing industry involves following key processes as illustrated below: Input Procurement Production Procurement & Storage Primary Processing Finished Product Secondary Processing Shipments & Retailing Tertiatry Processing The food processing industry has undergone a sea of change over a period. The food product we consume passes through several processes before reaching our plate. The raw products from agriculture, dairy, plant based/poultry meat, etc. undergo processing such as harvesting, cleaning, packaging, grading, preserving, storage, and transportation. They are processed using cutting-edge technology that enhances shelf life of food products. India's food processing sector covers fruit and vegetables; spices; meat and poultry; milk and milk products, alcoholic beverages, fisheries, plantation, grain processing and other processed consumer product groups like confectionery, chocolates and cocoa products soya-based products, mineral water, high protein foods, etc. 243Grains, cereals, and pulses Marine Fruits and Product vegetables Processed Consumer Meat and foods poultry Product Dairy products Grains, cereals, and pulses India stands as the world's largest producer of rice, wheat, and various grains like corn, sorghum, and millets. The country boasts a significant grain processing sector, wherein a substantial portion of the produced grains is directed towards processing. This industry encompasses the transformation of cereals and pulses into diverse forms, including flakes, puffed cereals, and ready-to-eat snacks. Additionally, the milling of grains is integral to the sector, resulting in the production of flour, rice, and various other products. Fruits and vegetables India plays a crucial role as a substantial producer of diverse fruits and vegetables, ranking as a 2nd largest producer of fruit and vegetable globally. Given the perishable nature and limited shelf life of these items, the food processing industry assumes a vital role in their processing and preservation. Within this sector, activities range from the preparation of fruit and vegetable juices, jams, and pickles to the processing of both fresh and frozen fruits and vegetables. Dairy products India holds the title of the world's largest producer of milk, and the dairy sector plays a crucial role in the nation's food processing landscape. This industry encompasses the conversion of milk into a diverse array of dairy products, such as butter, cheese, yoghurt, and various others. Processed foods. The Indian processed food sector is prolific, generating an extensive array of food products, ranging from convenience foods to ready-to-eat meals and snacks. This industry benefits from a resilient supply chain, encompassing primary processors and food processing companies. Different Techniques of the Food Processing Industry Techniques Details Preservation This food processing technique, encompassing methods like canning, freezing, drying, and fermenting, is employed to extend the shelf life of food products. These approaches effectively inhibit the growth of bacteria and other microorganisms that could potentially spoil the food. Preparation Methods involved in readying food products for consumption, such as cooking, baking, and grilling, fall under this category of food processing. These techniques play a role in enhancing the flavor, texture, and overall presentation of the food. Packaging Processes for preparing food products for consumption, such as cooking, baking, and 244Techniques Details grilling, are part of this food processing type. These approaches contribute to improving the taste, texture, and presentation of the food products. Enrichment Within this food processing method, nutrients such as vitamins and minerals are added to food products to enhance their nutritional content. It is commonly applied to foods that may lack certain nutrients naturally, such as bread and cereals. Fortification This form of food processing involves the addition of nutrients to meet specific dietary requirements, like fortifying flour with folic acid or breakfast cereals with iron. Fortification is often used to address public health concerns or fulfill the dietary needs of specific populations, such as children or pregnant women. Extraction This technique in food processing involves isolating a component or ingredient from a food product, such as extracting oil from seeds or protein from milk. Concentration This food processing method entails reducing the water content or other ingredients in a food product. Examples include concentrating fruit juice or producing tomato paste. Processing aids In this food processing category, chemicals or other substances are utilized to enhance the processing or preservation of food products. This can involve the use of acids or enzymes to improve fermentation or preservatives to extend shelf life. Government Initiatives The food processing sector plays an important role in increasing farm income and creating off-farm jobs, reducing post- harvest losses in agriculture and allied sector production through on- and off-farm investments in preservation and processing infrastructure. Accordingly, Ministry of Food Processing Industries has undertaken several initiatives to give impetus to development of food processing sector in the country. To push the processing level, the government has approved proposals for joint ventures and encouraged foreign collaboration in the sector and exempted all the processed food items from the purview of licensing under the industries (Development and Regulation) Act, 1951. Government of India has given a priority sector status to food processing sector and the government aims to increase the level of food processing to 25% by 2025 under the National Food Processing Policy. Mega Food Park Scheme The Government implemented Mega Food Park flagship policy in 2008-09 to provides the supportive infrastructure in the form of all the necessary supply chain required for the functioning of food processing units. The support infrastructure provided includes collection centres, primary processing centres, central processing centres, cold chain infrastructure together with industrial plots for setting up food processing unit. 41 projects were approved under the Mega Food Park Scheme of which 24 Mega food parks are operational in the country as of December 2023. With effect from 1st April 2021, the Government has discontinued the Mega Food Park scheme. However, provisions that are earmarked for ongoing projects would continue to be disbursed. Integrated Cold Chain Scheme: The Cold Chain, Value Addition and Preservation Infrastructure Scheme aims to provide integrated cold chain and preservation infrastructure facilities without any break from the farm gate to the consumer. The scheme aims to seamlessly connect pre-cooling facilities at production sites, reefer vans, mobile cooling units as well as value addition centers/infrastructural facilities like Processing / Collection Centers, etc. Creation/Expansion of Food Processing and Preservation Capacities (CEFPPC) Scheme: The main objective of the Scheme is creation of processing and preservation capacities and modernization/ expansion of existing food processing units with a view to increase the level of processing, value addition leading to reduction of wastage. Pradhan Mantri Kisan SAMPADA Yojana (PMKSY) In May 2017, the government launched a PMKSY scheme with an approved allocation of INR 60 Bn for the period 2016- 20 (extended to 2020-21) for 14th Finance Commission cycle and has been continuing after restructuring during 15th Finance Commission Cycle with approved allocation of INR 46 Bn. PMKSY is an all-inclusive scheme formed by merger of various schemes such as Mega Food Parks; Integrated Cold Chain and Value Addition Infrastructure; Modernization / Setting up of Abattoirs; Food Safety and Quality Assurance Infrastructure; Human Resources & Institutions and new schemes for Infrastructure for Agro-processing Clusters; Creation of Backward and Forward Linkages and Creation / Expansion of Food Processing & Preservation Capacities. The scheme serves as a comprehensive package of component schemes, focusing on establishing modern infrastructure 245with efficient supply chain management from the farm gate to retail outlets. This initiative significantly propels the growth of the food processing sector, contributes to better prices for farmers, generates substantial employment opportunities, particularly in rural areas, reduces agricultural produce wastage, elevates the processing level, and amplifies the export of processed foods. Financial support, in the form of grants-in-aid, is provided for setting up food processing projects across the country under the various component schemes: • Mega Food Parks scheme (MFP) (discontinued w.e.f. 01.04.2021) • Integrated Cold Chain and Value Addition infrastructure (Cold Chain) • Creation of Infrastructure for Agro Processing Cluster (APC) • Creation/ Expansion of Food Processing and Preservation Capacities (CEFPPC) • Creation of Backward and Forward Linkages (CBFL) (discontinued w.e.f. 01.04.2021) • Operation Greens (OG): Long Term Interventions • Food Safety and Quality Assurance Infrastructure – Setting up / Up gradation of quality control/ food testing laboratories (FTL) • Human Resource & Institutions (HRI) Till December 2023, a total of 1401 projects has been approved under various component scheme of PMKSY (since their respective launch date). Of these 832 projects have been completed resulting in processing & preservation capacity of 21.84 million metric tonnes (MMT). The approved projects, on their completion, are expected to leverage investment of INR 212.17 Bn benefiting about 57 lakh farmers and generating over 8.28 lakh direct/indirect employment. The scheme has also contributed to improving the farm gate prices and reducing the food wastage. As per NABCON19F20's evaluation study report on cold chain projects, reveals that completion of 70% of the approved projects has resulted into waste reduction up to 70% in case of fisheries and 85% in case of dairy products. The details of physical targets proposed by the Ministry for the 15th Finance Commission Cycle period (2021 - 26) and achievements made as on date under various component schemes of PMKSY are as under: Component scheme of PMKSY Project in numbers Proposed Achievement Mega Food Parks scheme Discontinued w.e.f. 01.04.2021 Cold Chain scheme 30 42 APC scheme 30 29 CEFPPC scheme 162 242 CBFL scheme Discontinued w.e.f. 01.04.2021 OG scheme 80 47 FTL scheme 25 22 HRI – R&D scheme 100 - Source: PIB Production Linked Incentive Scheme for Food Processing Industry (PLISFPI) In order to support creation of global food manufacturing and boost Indian brands of food products in the international markets, the government launched production-linked incentive (PLI) schemes. With a total budget of INR 10,900 crore, the government has already invested INR 4,900 crore in the sector through the PLI plan. The scheme will be implemented for six years, from 20212-22 to 2026-27. To qualify for the incentive, the selected applicant will be required to undertake investment20F21 in Plant & Machinery in the first two years i.e., in 2021-22 & 2022-23. Also, the entire manufacturing process, including the initial processing of food items, must take place within India, which is expected to provide a much- needed boost to the local industry. PLI Scheme for the Food Processing Industry comprises of three components listed as below: Category 1- Incentivising manufacturing of four major food product segments viz. namely Ready-to-cook and ready-to- eat products foods including Millets based products, Processed fruits and vegetables: Marine products and Mozzarella cheese. Category II- Endorse Innovative and Organic products of SMEs. Category III- Support for branding and marketing initiatives to promote Indian brands in global market. 20 A wholly owned subsidiary of NABARD. NABARD Consultancy Services 21 as quoted in their Application (Subject to the prescribed minimum) 246Additionally, with 2023 being declared as the International Year of Millets, the Ministry of Food Processing Industries (MoFPI) is committed to promoting post-harvest value addition, increasing domestic consumption, and branding millet products both nationally and internationally through various PLI schemes. In 2022-23, MoFPI announced an outlay of INR1000 crores to expand the PLI Scheme and added a new component specifically for millet-based products. A total of 30 projects for millet-based products with incentive worth INR 8 bn spread across 8 large entities and 22 MSMEs, have been approved under PLISFPI. A total of 176 proposals under different categories of Product Linked Incentive scheme for Food Processing sector (PLISFPI) have been approved till December 2023. An incentive of INR 5.84 Bn has been released till December 2023 under the scheme with has resulted in processed food sales turnover of about INR 2.01 trillion, investment of INR 70.99 Bn and employment generation of 0.24Mn people. Make in India Scheme: A portion of the Make in India campaign, the food processing sector was recognized as one of the concentrated areas. Therefore, the policy, ecosystem has been refurbished to draw financial, technological, and human resources into the zone. Allowing 100% FDI via automatic route into this sector is also an important footstep in this direction. Technology Upgradation Scheme: Under this Scheme, Ministry extends financial assistance for setting up of food processing units including fruits and vegetables units, in the form of grants-in-aid to the implementing agencies/ entrepreneurs at 25% of the cost of plant & machinery and technical civil works subject to maximum of INR 5 Mn in general areas and 33.33% up to a maximum of INR 7.5 Mn in difficult areas. FDI in Food Processing Sector: 100% FDI is permitted under the automatic route in the food processing sector and 100% FDI under Government approval route is allowed for retail trading, including through e-commerce, in respect of food products manufactured and/or produced in India. Allowing 100% FDI through automatic route helps to attract more FDI as under the automatic route, the investment does not require the prior approval. Automatic Government approval is also provided for projects which involve technology transfer to the local partner. The foreign direct investment in food processing sector in 2022-23 is estimated to be 895.34 USD Mn and USD 6.185 Bn between April 2014-March 2023. Agro Processing Cluster scheme: The Agro Processing Cluster scheme was approved in May 2017 as part of the (Pradhan Mantri Krishi Sinchayee Yojana (PMKSY) to encourage the establishment of APCs which are equipped with modern infrastructure and common facilities to encourage entrepreneurs to set up food processing units based on cluster approach. It aims to link stakeholder across value chain like producers/ farmers to the processors and markets through well-equipped supply. The scheme has two basic components i.e., Basic Enabling Infrastructure (roads, water supply, power supply, drainage, ETP etc.) and Core Infrastructure/ Common facilities (warehouses, cold storages, IQF, tetra pack, sorting, grading etc). For setting up of Agro Processing Cluster.at least 10 acres of land is required to be arranged either by purchase or on lease for at least 50 years and at least 5 food processing units with a minimum investment of INR 25 crore is needed. State-wise Break-up of Projects Approved so far under Agro Processing Clusters (APC) Scheme State/UT No. of Approved Agro Project Cost (Rs. in Grant Approved (Rs. in Processing Cluster Crores) Crores) Projects * Maharashtra 12 372.9 107.0 Tamil Nadu 11 291.0 71.7 Assam 6 127.6 52.5 Gujarat 5 129.5 37.4 Karnataka 4 100.3 29.3 Madhya Pradesh 4 143.5 39.4 Rajasthan 4 119.6 31.7 Uttar Pradesh 4 114.7 33.9 Punjab 3 70.5 20.5 Chhattisgarh 2 63.8 12.0 Haryana 2 43.2 13.0 247State/UT No. of Approved Agro Project Cost (Rs. in Grant Approved (Rs. in Processing Cluster Crores) Crores) Projects * Kerala 2 71.7 19.0 Telangana 2 62.0 15.4 Andhra Pradesh 1 28.7 5.9 Bihar 1 30.4 7.9 Himachal Pradesh 1 24.5 10.0 Jammu and Kashmir 1 24.4 10.0 Uttarakhand 1 23.3 10.0 Arunachal Pradesh 1 23.4 5.3 Meghalaya 1 21.7 8.8 Total 68 1886.9 540.6 Source: Answers Data of Rajya Sabha Questions for Session 257 (Reply to Unstarred Question on 5 August, 2022) | *The states are indexed on the basis of number of APC projects approved per state. As per Lok Sabha Q&A session on 6th February 2024, the total count stands at 69. These cluster set up by Project Execution Agency (PEA)/ Organisation such as Govt./ PSUs/ Joint Ventures/ NGOs/ Cooperatives/ SHGs/ FPOs/ Private Sector/ individuals etc. and are eligible for financial assistance subject to terms and conditions of the scheme guidelines. • The Scheme envisages grants-in-aid @ 35% of eligible project cost in general areas and @50% of eligible project cost in the Northeast States including Sikkim and difficult areas namely Himalayan States (i.e., Himachal Pradesh, Jammu & Kashmir and Uttarakhand), State notified ITDP areas, Islands and SC/ST entrepreneurs subject to max. of INR 10.00 crore per project. Other Incentives & Initiative to promote Food Processing Industries • Income tax Incentives: o Eligibility for 100 % profit exemption for the initial five years, followed by 25 % deduction for the subsequent 5 years. o Full deduction equivalent to 100 % allowed for capital expenditure related to cold chain or warehouse investment. • Credit Facilities o Loans to food & agro-based processing units and Cold Chain have been classified under Agriculture activities for Priority Sector Lending (PSL). o Cold chain and post-harvest storage have been recognized as an infrastructure sub-sector and Capex toward the creation of modern storage capacity is eligible for Viability Gap Funding scheme of the Finance Ministry. o A special food processing Fund of USD 263 Mn was created by NABARD for providing affordable credit to Mega Food Parks and units to be set up under MFPs & designated food parks. • INR 32.88 Bn (B.E.) was allocated to Ministry for development of Food Processing Sector in year 2023-24 which is 73% higher against the revised estimate of INR 19.02 Bn in 2022-23. • In November in 2023, the MOFPI organized the Second edition of World Food India which saw extensive participation more than 1200 national and international exhibitors, representatives from 90 countries, 91 Global CXOs and 15 overseas ministerial. As a part of event, the country hosted several knowledge sessions on best practices, discussing financial empowerment, quality assurance, innovations in machinery and technology, e- commerce, and logistics in the food processing sector. Also, MoUs worth INR 331.29 Bn were signed with various companies during the event. Goods and Services Tax (GST) Rate • Lower GST for raw and processed products. More than 71.7% of food products are in lower tax slab rate 0% & 5%. • Exempted GST on Services of pre-conditioning, pre-cooling, ripening, waxing, retail packing, labeling of fruits and vegetables which do not change or alter the essential characteristics of fruits & vegetables. 248• 18% GST on refrigeration machineries and parts used in the installation of cold storage, refrigerated vehicle for the preservation, transportation, storage and processing of various agro based product. • Machinery used in dairy sector attract 12% GST while 18% GST is applicable on machinery use for the preparation of meat, poultry, fruits, nuts or vegetables and on presses, crushers and similar machinery used in the manufacture of wine, cider, fruit juices or similar beverages. Export Restriction in Sugar India, the world's second-largest sugar producer, imposed export restrictions on sugar starting June 1, 2022, to ensure domestic availability and curb rising prices. Initially set to last until October 31, 2022, these restrictions were extended through October 2023 and subsequently continued until further notice. The measures encompassed various sugar categories, including raw, white, refined, and organic sugars. The government's decision was influenced by anticipated declines in sugar production due to deficient monsoon rains, attributed to El Niño weather patterns. Additionally, the increasing domestic demand for sugar, driven by traditional consumption and the burgeoning ethanol industry, necessitated measures to stabilize prices and ensure sufficient supply. The push for ethanol blending, aiming for a 20% mix with petrol by FY 2026, further intensified the demand for sugarcane. After nearly 31 months of stringent export controls, the Indian government, on January 20, 2025, permitted the export of 10 lakh metric tonnes (LMT) of sugar for the FY 2025 season21F22. This allocation was distributed among sugar mills based on 3.174% of their average production over the past three operational sugar seasons (FY 2022 to FY 2024). The move aimed to alleviate financial pressures on sugar mills, enabling timely payments to farmers and supporting the livelihoods of millions dependent on the sugar industry. While this partial relaxation offers relief to domestic stakeholders, it also has implications for the global sugar market. India's re-entry as an exporter could influence international sugar prices, which had been elevated due to the country's prolonged absence from the export market. However, the government remains cautious, balancing export opportunities with the need to maintain domestic price stability and meet ethanol production targets. Current Market Scenario As of FY 2023, approximately 55% of India’s total land area is dedicated to agriculture, highlighting the sector’s significant role in the country’s economy and rural livelihood. This extensive share underscores the importance of agriculture not only as a source of food security but also as a key contributor to employment and national GDP. India has over 154.45 Mn hectares of arable land (51.9% of the land Area). The country is one of the largest producers of food-grains, fruits, and vegetables, and the largest producer of milk in the world. The country also has one of the largest livestock populations in the world. India’s vast coastline has also benefited in availability of fish and other sea creatures. All these resources have resulted in the development of the Indian food processing sector. The food processing sector is one of the largest sectors in India in terms of production, growth, consumption, and export. Helped by the higher level of agriculture production and government support, the sector has witnessed growth. India's Gross Value Added (GVA) for the Food Processing Industry (FPI) at constant 2011-12 prices exhibited mixed trends between FY 2017 and FY 2023. The GVA increased from INR 1.79 trillion in FY 2017 to INR 2.36 trillion in FY 2019, reflecting a strong growth rate of 31.8% over two years. However, it declined by 16.9% to INR 1.96 trillion in FY 2020 due to disruptions from the COVID-19 pandemic. The following years saw stagnation, with GVA remaining at INR 1.96 trillion in FY 2021 and falling by 3.1% to INR 1.90 trillion in FY 2022. A modest recovery of 1.1% was observed in FY 2023, with GVA reaching INR 1.92 trillion. These fluctuations highlight the industry's resilience amid challenges such as supply chain disruptions, rising input costs, and global economic uncertainty. 22 Ministry of Consumer Affairs, Food & Public Distribution Department of Food & Public Distribution 249GVA of FPI at Constant 2011-12 Prices (in INR Trillion) 2.36 1.93 1.96 1.96 1.90 1.92 1.79 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 Key Contribution of (%) of FPI in various segments 13% 10% 10% 10% 10% 9% 9% 9% 9% 8% 9% 8% 7% 8% 1.6% 1.6% 1.9% 1.5% 1.5% 1.4% 1.3% FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 in Total GVA in GVA in GVA Agriculture, Manufacturing Forestry And Fishing Source: MOFPI, Dun and Bradstreet Research22F23 Exports The Indian food processing industry is primarily export oriented. The country ranked 7th in the world in agricultural and processed food exports in FY 2023. Over the period FY 2021-24, India’s agri food exports have CAGR of ~6.3% while processed food export have increased at 8.2% CAGR. In FY 2024, India's agri-food exports contracted by 7.4%, while processed food exports saw a sharper decline of 15.3%. This follows consistent growth in previous years, with agri-food exports rising by 9% in FY 2023 and 19% in FY 2022, and processed food exports expanding by over 20% in both years. Despite the decline, the share of processed food in total agri-product exports increased to 29.3% in FY 2024, compared to 25.6% in FY 2023 and 22% in FY 2022, indicating the sustained importance of processed food in India's export composition. 23 As per the latest data available by MOFPI. 250India's Agri Food Export in USD Mn 50,141.3 46,113.6 46,435.5 38,654.9 12,836 10,422 10,866 8,581 FY 2021 FY 2022 FY 2023 FY 2024 Processed Food Agri Export Source: MOFPI, Department of Commerce Trade Statistics Groundnut, Cereals preparation, Pulses, Processed Vegetable and Guargum altogether account for nearly 48.3% of FPI exports. Share in Export of Processed Food, FY 2024 Miscellaneous Preparations, 17.2% Others , 26.6% Alcoholic Groundnuts, 11.2% Beverages, 4.9% Prepared Animal Feeder, 5.8% Cereal Pulses, Preparations, Jaggery & 8.9% 10.9% Confectionary, 5.6% Processed Fruits, Juices & Nuts, Guargum, 7.0% Processed 8.9% Vegetables, 10.2% Source: Breakup of USD 7,702 Mn of processed food sourced from APEDA India’s export market for processed food is fairly diversified as country export its product in over 200 countries. USA continued to remain India’s largest export partner for processed food in FY 2023 with 12.0% followed by UAE (8.7%), Indonesia (5.8%), Bangaladesh (3.8%) and Vietnam (3.6%) which together accounted for nearly 34% share while top 10 countries contributed 48.7% in the total export earnings from processed foods. [The remainder of this page has been intentionally left blank] 251India's Major Export Partner for Processed Food, FY 2023 USA, 12.0% UAE, Indonesia, 5.8% 8.7% Others , 51.3% Bangladesh Pr, 3.8% Vietnam Soc Rep, 3.6% Malaysia, 3.6% UK, 3.0% Nepal, 2.8% China, 2.6% Netherland, 2.7% Source: Breakup of USD 7,409 Mn of processed food sourced from APEDA Key Success Factors for Expansion of Food Processing Industry in India Availability of raw material or primary product: India's diverse climate ensures availability of varieties of crops, fruits, vegetables, and livestock. Production across major product categories is indicated in table below: CAGR with Product FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 previous year Food Grain 297.5 310.7 315.6 329.7 332.2 354 7% Milk 198.4 210 221.1 230.6 239.2 - 4% Fruits 102 102.5 107.5 110.2 113 113.2 0.2% Vegetables 188.3 200.4 204.8 212.5 207.2 214.6 4% Fish 14.2 14.73 16.2 17.4 18.4 - 6% Poultry: Eggs 114.4 122.1 129.6 138.4 142.8 - 3% Source: MOFPI, Animal Husbandry Statistics, Press Information Bureau Note: Production of all products except eggs is in Mn tonnes. For egg production is given in Bn units India leads the global production in the following products: • As of FY 2024, India continues to lead the world in milk production, contributing nearly 25% of global milk output, ahead of countries such as the USA, Pakistan, China, and Brazil, according to the Food and Agriculture Organization (FAO). India’s total milk production for the year stood at 236.4 million tonnes, driven by consistent growth in the dairy sector and supported by strong rural infrastructure and cooperative models. • In the poultry segment, India ranks second globally in egg production. Egg production in the country has been expanding steadily at a CAGR of 6.87%, reaching 142.8 billion eggs in FY 2024. The per capita availability of eggs has also improved significantly, rising to 103 eggs per annum, up from 62 eggs per annum in FY 2015. • Livestock rearing plays a crucial role in India’s rural economy, serving as a major source of livelihood for over 70% of rural households. A large proportion of those engaged in livestock farming are small and marginal farmers or landless labourers. This sector, often referred to as a sunrise industry, currently provides direct and indirect employment to about 80 million people across the country, contributing significantly to rural income and nutritional security. 252• India is also the second-largest producer of fruits and vegetables in the world after China. The country ranks first in the production of the number of crops like Banana, Lime & Lemon, Papaya, and Okra. • The second largest producer of food grain (e.g., Rice, wheat, sugar, and cotton, etc.) • India, as the world’s 3rd largest fish producer, 2nd largest aquaculture nation after China, and the top shrimp producer, plays a crucial role in global fisheries and food security. The sector supports the livelihoods of nearly 30 million people, particularly in coastal and rural areas. In recent years, India has seen a strategic shift from marine to inland fisheries, with aquaculture increasingly replacing capture fisheries. This transformation is driving sustainable growth and strengthening the country’s blue economy. Product Share in World Production Global Rank Next to Cereals 11.38% 3 China, USA Wheat 14.25% 2 China Rice 24.25% 2 China Oil Seeds Groundnut (in shell) 18.50% 2 China Rapeseed 10.01% 4 Canada, Germany, China Fruit & Vegetables Fruit excluding melon 11.89% 2 China Vegetables Primary & Melons 11.88% 2 China Potatoes 13.08% 2 China Onions 24.95% 1 - Commercial Crops Sugarcane 19.87% 2 Brazil Tea 20.16% 2 China Brazil, Vietnam, Colombia, Coffee 2.96% 9 Indonesia, Ethiopia, Honduras, Uganda, Peru Jute 48.82 2 Bangladesh Tobacco unmanufactured 13.18 2 China Dairy Products Milk 22.99% 1 Egg 7.19% 2 China Meat 3.30% 5 China, USA, Brazil, Russia Source: MOFPI Annual Report 2024, Position is mentioned as of 2020 Domestic availability of various food products as a raw material offers vast business opportunities in food-based industries like canning, processed dairy products, frozen food / refrigeration, and thermo-processing. Low Processing Level: Currently, the level of food processing is low in India at around 10%. The processing penetration level in various segments in India is mentioned below: Segment % of Processing Level in 2015-16 % of Processing Level 2018-19 Milk 20.1% 21.1% Fruits 2.9% 4.5% 253Segment % of Processing Level in 2015-16 % of Processing Level 2018-19 Vegetables 2.22% 2.7% Meat 22.7% 34.2% Fisheries 8.3% 15.4% Coarse Cereals 28.6% 29.4% Source: MOFPI, ** Deloitte Study 2020-21 Importance of Food Processing Sector The Food Processing Industry (FPI) plays a pivotal role by establishing crucial connections and synergies between two fundamental pillars of the economy: agriculture and industry. • Employment Generation: Acting as a bridge between agriculture and manufacturing, FPI serves as a significant source of both direct and indirect employment opportunities. This contributes to overall economic growth and stability. The sector also generates the highest level of employment and account for about 12.22% share in the total employment in the registered/organized sector. The sector employs ~2 million people in registered units and about 5.1 million people in unregistered units across the country. Considering the employment potential and its benefits to the agriculture sector, the government has launched various schemes/programs to help spur the growth in the sector. • Doubling Farmers’ Income: The increasing demand for agricultural products translates into higher prices for farmers, thereby elevating their income levels. This aligns with the national goal of doubling farmers' income. • Malnutrition Reduction: Processed foods, when fortified with essential vitamins and minerals, have the potential to address nutritional deficiencies in the population, playing a crucial role in reducing malnutrition. • Reducing Food Wastage: FPI can be instrumental in mitigating the pervasive issue of food wastage. With a focus on efficient sorting and grading near the farm gate and redirecting surplus produce to the food processing industry, substantial reductions in wastage can be achieved, leading to better returns for farmers. A nation-wide study on post-harvest losses for 54 agricultural produces in 292 districts of 15 Agro Climatic Zones (ACZs) was carried out by NABARD Consultancy Services Pvt. Ltd (NABCONS) from which loss of major Agricultural produce is listed below: Category-wise wastage in the country* Category Cumulative wastage as a percentage of total produce Cereals 3.89-5.92 Pulses 5.65-6.74 Oil Seeds 2.87-7.51 Fruits 6.02-15.05 Vegetables 4.87-11.61 Plantation Crops & Spices 1.29-7.33 Milk 0.87 Fisheries (Inland) 4.86 Fisheries (Marine) 8.76 Meat 2.34 Poultry 5.63 Egg 6.03 Source: MOFPI Annual Report 2024, *Data is indicative in nature as it pertains to determine Post Harvest Losses of Agri Produce in India 2022. 254Thus, high production of perishable commodities requires an efficient supply chain infrastructure in the country. Developing the food processing sector to enable containment of food inflation and food wastage is one of the key objectives of government. • Boosting Trade and Foreign Exchange Earnings: The FPI serves as a significant contributor to foreign exchange earnings. For instance, commodities like Indian Basmati rice enjoy high demand in Middle Eastern countries, enhancing India's trade position and foreign exchange reserves. • Curbing Migration: The labor-intensive nature of the Food Processing Industry presents an opportunity to generate localized employment, acting as a deterrent to migration from source regions. • Curbing Food Inflation: Processing contributes to increased shelf life, ensuring a consistent supply that aligns with demand, ultimately helping to control food inflation. For instance, products like Frozen Safal peas remain available throughout the year. • Crop Diversification: The diverse requirements of food processing encourage farmers to grow a variety of crops, promoting crop diversification and reducing dependency on a single type of produce. • Preserving Nutritive Quality and Prolonging Shelf Life: Food processing methods act as a safeguard against spoilage caused by microbes and other agents, preserving the nutritive quality of food and extending its shelf life. • Enhancing Quality and Taste: Food processing not only prevents spoilage but also enhances the overall quality and taste of food, offering a broader spectrum of choices in the food basket. • Enhancing Consumer Choices: In the contemporary landscape, food processing facilitates the transportation of food from different parts of the world to local markets and vice versa. This globalization of food options expands consumer choices and enriches the diversity of available products. Key Demand Drivers The food processing sector is a sunrise sector and has been witnessing a robust growth on back of following key factors. Aggressive Increased Shift in Preference by Promotion by FMCG affordability due to Youth Population Companies low priced packs Improvement in Food Government Increasing spending Procurement Incentives on food products Rising Export opportunities Shift in Preference by Youth Population The changing landscape of consumption habits in India is markedly influenced by a shift in the population mix, particularly among the youth demographic. With approximately 35% of the population falling within the 15 to 35 age brackets, this segment exhibits a distinct preference for value-added processed foods over their unprocessed counterparts. This shift reflects evolving dietary choices and contributes significantly to the rising demand for processed food products in the country. 255Aggressive Promotion by FMCG Companies The processed food industry is experiencing robust growth due to the concerted efforts of FMCG companies. These companies have embraced extensive advertising endeavours and promotional activities, including product sampling and price promotions. Such aggressive marketing strategies are meticulously crafted to captivate the consumer, resulting in a consistent and steady expansion of the processed food market. Increased affordability due to low priced packs The increased affordability of processed foods has become a cornerstone of industry growth. Major players in the food processing sector have astutely introduced low-priced, small-sized packs to specifically cater to the needs of low-income consumers. This strategic initiative has proven particularly impactful in smaller cities where affordability constraints are more pronounced. By making processed foods more accessible through cost-effective options, the industry has successfully broadened its consumer base and fostered substantial growth, particularly in regions where economic constraints might otherwise impede market penetration. Increase in Distribution Network The expanding reach of the distribution network is a pivotal factor driving the increased demand for the food processing industry in India. The current generation of consumers benefits from an enhanced distribution reach, affording them better access to a diverse range of processed foods compared to previous generations. This improved accessibility has played a crucial role in amplifying the consumption and demand for processed food products across the country. Improvement in Food Procurement Advancements in food procurement practices contribute significantly to the growth of the food processing sector. The adoption and spread of practices like contract farming, coupled with special initiatives ensuring fair prices for farmers by eliminating intermediaries in the procurement process, have led to a reduction in the wastage of food products available for processing. This streamlined procurement process has effectively increased the availability of raw materials for the food processing industry, contributing to a more sustainable and efficient supply chain. Government Incentives Government incentives play a key role in fostering the growth of food processing units. Various tax incentives and policy initiatives implemented by the government to boost its share in global food trade have provided entrepreneurs with the necessary encouragement to establish and expand food processing units. These supportive measures have not only facilitated the establishment of new ventures but have also contributed to the overall development and competitiveness of the food processing industry in India. Increasing Shift on healthy processed food products The increasing shift towards healthy processed food products is a significant trend driven by the changing lifestyle and working habits of the younger population in India. This demographic change has resulted in a rise in lifestyle diseases, including diabetes, blood pressure, cardiac problems, and muscular pains. Consequently, heightened health concerns, coupled with growing disposable income levels and increased awareness, have prompted consumers to prioritize spending on healthy and nutritional food. This shift is notably reflected in the rising demand for health-conscious breakfast items such as low-calorie oats-based products, muesli, fruits, dry-fruits, cornflakes, and various organic food products. Rising Export Opportunities The food processing industry in India is capitalizing on rising export opportunities. The demand for processed food is particularly high in developed economies, where the pace of life is faster compared to emerging markets. India's increased integration with the global economy and its proximity to key export markets have positioned it as a strong link between trading countries. This geographical advantage, combined with the growing global interest in diverse and authentic food products, presents significant export opportunities for the Indian processed food industry. The alignment of consumer preferences for healthy options and the strategic positioning in global markets further augments the growth prospects for the industry. 256Status of Food Processing Industry in India India is the second largest producer of food-grains, leading producer of fruits and vegetables and the largest producer of milk in the world. The country also has one of the largest livestock populations in the world. India’s vast coastline has also benefitted in availability of fish and other sea creatures. All these resources have resulted in the development of the Indian food processing sector. However, as per various industry estimates, significant amount of agriculture produce produced domestically go waste due to lack of well-developed cold storage chain and other infrastructure facility which further contribute towards the rising prices of these food products. The high production of perishable commodities necessities the development of food processing infrastructure in the country. Thus, the government has initiated several initiatives like setting up of agro based and food processing infrastructure like Special Economic Zone, Agri Exports Zone and Mega food parks which aim to develop the food processing sector and helps in reducing food wastage and containment of food inflation. Consequently, India’s domestic processing capacity has grown over 15 times (since 2014) to reach 21.84 million metric tonnes currently. There are reportedly 24 operational mega food parks, 371 cold chain projects, and 68 agro-processing clusters present in India currently. As per India’s Investment Facilitation Agency, Invest India, 474 proposals under the Creation/Expansion of Food Processing & Preservation Capacities, 61 backward and forward linkage projects, 46 Operation Green projects, and 186 food testing Laboratory projects have been approved by the ministry until 30 Sep 2023 under PMKSY. The food processing industry in India is primarily concentrated in the northern and western regions of the country. The states of Maharashtra, Uttar Pradesh, Andhra Pradesh, Tamil Nadu, and Gujarat are the key contributors to the sector. As of April 10, 2023, there are around 3,319 startups acknowledged by DPIIT in the Food Processing Sector. These recognized startups are distributed across 425 districts in the country, providing employment to approximately 33,000 individuals. Among these startups, roughly 32% received recognition in the year 2022. Maharashtra leads with the highest number of recognized startups, standing at around 620. Notably, about 58% of the startups in this sector originate from Tier 2 and Tier 3 cities. [The remainder of this page has been intentionally left blank] 257Advancements in Technologies in the Food Processing Sector This method, as named, employs approaches that have minimal impact on the Minimal Processing quality of the product. The objective is to provide consumers with processed foods that retain a healthy "fresh-like" quality. Innovative Thermal Emerging thermal processing techniques like ohmic heating and the utilization of Processing electromagnetic waves (microwave, radiofrequency, and infrared) represent novel approaches in food processing, contributing to product innovation. Nanotechnology-Based Leveraging nanotechnology, these applications harness the advantages of enhanced Applications surface area to volume ratios, showcasing a cutting-edge dimension in food processing. The integration of computers and information technology into food processing Information Technology involves interdisciplinary fields such as artificial intelligence, machine learning, (ICT) Applications robotics, digitalization of conventional processes, and remote process controls, ushering in a new era of efficiency and precision. This category encompasses the selection, delivery, and health benefits of Nutraceuticals and nutraceuticals and functional foods. The focus extends to areas like anti-ageing, Functional Foods immune boosting, and gut health, reflecting an evolving paradigm in meeting consumer health and wellness demands. Encompassing all levels of the food supply chain, this approach integrates principles of 'zero discards,' 'resource recovery,' 'low carbon footprint,' and 'waste Sustainable Food utilization.' These concepts can be applied to entire foods or individual ingredients, Processing emphasizing a three-fold focus on consumer engagement, universal accessibility, and sustainability. Innovations such as high-pressure processing, pulsed light treatment, pulsed Nonthermal Processing electric field processing, ultrasound treatment, cold plasma treatment, ozone treatment, and irradiation represent nonthermal processing methods, contributing to enhanced food safety and quality. Food 3D Printing This cutting-edge technique allows for extensive customization and personalization in food production, revolutionizing the way food is created and consumed. Biodegradable Packaging and Intelligent Food The shift towards biodegradable packaging and the rise of smart and intelligent Packaging food packaging emphasize product quality, traceability, and consumer information, aligning with evolving preferences for sustainable and transparent choices. Alternative Proteins This category focuses on replacing traditional protein sources with alternatives like plant-based ingredients, mushrooms, insects, seaweeds, aiming to minimize environmental impacts and cater to diverse dietary preferences. The development of rapid and robust sensing techniques for food analysis and Rapid Sensing Techniques quality evaluation addresses the need for real-time monitoring, ensuring food safety and meeting quality standards in an efficient manner. 258Growth Forecast of Overall Food Processing Industry In the long term, the country’s vast population base, growing preference for value added products, increasing awareness, increasing income as well as affordability of processed food augur well for the sector. Growth will be also fueled by change in the dietary habit and the demand for healthy and nutritional products. India’s annual household consumption is believed to quadruple by 2030, making it the fifth-largest consumer in the world which is expected to boost the demand for processed food and present a favourable business opportunity for FPI to expand its footprint further. As growth of the industry helps in mitigating some of the critical issues such as food security and food inflation, the government has set a vision of doubling its contribution to the GDP by 2030. The Government is encouraging investment in the sector as higher level of processing helps in the reduction of wastage, improve value addition, promote crop diversification, ensure better return to the farmers, promote employment as well as increases export earnings. Beside above, the industry continues to innovate in terms of adopting modern technologies, developing new products, and improving infrastructure and supply chain efficiency. The focus will be on high value processing of horticulture, meat, poultry, dairy, and other gourmet food sector. Considering the above discussed factors, the size of the Indian Food Processing industry is expected to grow to USD 535 Bn by FY 2026. A. Groundnut / Peanut Overview India is the second largest producer of groundnut after China, with a production of 11.90 million tonnes in 2025, accounting for 19% of the total world production. Groundnut, also known as peanut, holds a significant position in India's agricultural landscape and economy. Renowned for its versatility and nutritional value, groundnut cultivation is widespread across various regions of the country. India is one of the largest producers and consumers of groundnuts globally, with its cultivation deeply intertwined with the livelihoods of millions of farmers. The crop's importance extends beyond its role as a staple food item; groundnuts play a crucial role in various industries, including oil extraction, animal feed, and snack manufacturing. Moreover, groundnut cultivation contributes to soil fertility and crop rotation practices, making it an integral component of sustainable agricultural systems in India. Production Scenario According to the third advanced estimates for FY 2025, groundnut production in India reached 11.9 million tonnes, marking a significant jump from 10.18 million tonnes in FY 2024. Between FY 2021 and FY 2024, production remained relatively stable, averaging around 10.2 million tonnes, reflecting marginal fluctuations likely driven by seasonal and climatic factors. However, FY 2025 saw a sharp rise of nearly 17%, which may be attributed to favourable monsoon conditions, improved seed varieties, and increased acreage under groundnut cultivation. Overall, between FY 2021 and FY 2025, the production of groundnut in India registered a compound annual growth rate (CAGR) of approximately 3.8%, indicating renewed momentum in oilseed farming driven by policy incentives and market demand. 259Production of Groundnut (in Million Tonnes) 11.90 10.24 10.30 10.14 10.18 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: Ministry of Agriculture & Farmers Welfare Seasonal Breakup In India, groundnut cultivation follows well-defined seasonal patterns, predominantly during the Kharif (June-October) and Rabi (November-February) seasons, with a smaller share in the summer season (March-June). The crop prefers hot, humid conditions during its early growth phase and dry weather at harvest, making the Kharif season ideal, accounting for over 85% of the total production, mainly under rainfed conditions. In FY 2022, the combined production of Kharif and Rabi groundnut stood at 10.13 million tonnes, with Kharif contributing 8.43 Mn tonnes and Rabi 1.70 Mn tonnes. However, production declined in the following years. By FY 2024, the total Kharif and Rabi output dropped to 9.42 million tonnes, marking a 7% fall from FY 2022. This drop was primarily due to reduced sowing acreage during the Kharif season, which recorded an 8% decline in output compared to FY 2022-23. Rabi production also continued to decrease year-on-year due to unfavourable climatic conditions and limited irrigation support. Seasonal Breakup of Groundnut Production (in Million Tonnes) 10.37 8.53 8.43 8.56 8.66 1.72 1.70 1.10 0.63 0.760.77 0.670.84 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Kharif Rabi Summer Source: Ministry of Agriculture & Farmers Welfare 260FY 2021 – FY 2022 include summer production in Rabi. Interestingly, summer cultivation, which was negligible in earlier years, has gradually gained traction. In FY 2024, summer production stood at 0.77 Mn tonnes and further increased to 0.84 Mn tonnes in FY 2025, highlighting a strategic shift towards off-season cultivation to offset seasonal declines. Key Production Hubs According to the First Advance Estimates for FY 2025, India’s Kharif groundnut production is projected at 10.37 million tonnes, marking a significant increase from 8.66 million tonnes in 2024. This growth reflects improved sowing conditions and favourable monsoon patterns. Key Groundnut Producing States Others Uttar Pradesh 7% 4% Tamil Nadu 4% Madhya Pradesh 14% Gujarat 50% Rajasthan 21% Source: Department of Agriculture & Farmers Welfare, Ministry of Agriculture, New Delhi Gujarat continues to dominate groundnut cultivation, contributing nearly 50% of the national Kharif output with an estimated 5.23 million tonnes. It is followed by Rajasthan at 2.13 million tonnes, Madhya Pradesh with 1.44 million tonnes, Tamil Nadu at 0.45 million tonnes, Uttar Pradesh at 0.43 million tonnes, and Telangana with 0.02 million tonnes. These states together account for the bulk of India's groundnut production, underlining regional specialization and climatic suitability for oilseed cultivation. State-wise Area under Groundnut State-wise FY 2024 FY 2025 area under groundnut in Area (lakh Area (lakh % to the Area (lakh Area (lakh % to a total India ha) acres) total area ha) acres) area Gujarat 16.35 40.40 37.37 19.17 47.37 40.06 Rajasthan 8.61 21.28 19.68 8.74 21.60 18.27 Madhya 5.40 13.34 12.34 5.90 14.58 12.33 Pradesh Karnataka 3.13 7.73 7.15 3.26 8.06 6.81 Uttar Pradesh 2.23 5.51 5.10 2.69 6.65 5.62 Telangana 0.02 0.05 0.05 0.08 0.20 0.17 Others 8.01 19.79 18.31 8.01 19.79 16.74 All India 43.75 108.11 100.00 47.85 118.24 100.00 Source: Agricultural Market Intelligence Centre, PJTSAU: Groundnut Outlook – March 2025 According to the Agricultural Market Intelligence Centre, PJTSAU, the All-India Area under Groundnut had 43.39 lakh ha in FY 2024 has increased by 47.48 lakh ha in Year FY 2025. This can be attributed to a preferred sowing of cotton 261over groundnuts in the year. Groundnut Processing Industry Groundnut, also known as peanut, traces its origins to South America, where it likely first appeared. Today, groundnut cultivation spans across more than 100 countries, reflecting its significance in global agriculture and economies. Moreover, groundnuts are enjoyed in diverse forms across different cultures. Whether consumed as roasted snacks, transformed into butter, or incorporated into confectioneries like brittle and candies, groundnuts offer a spectrum of culinary delights. In the context of India, groundnut holds particular significance. As the world's second-largest producer, it plays a pivotal role in the country's agricultural landscape and economy. Groundnut cultivation accounts for a substantial portion of the oilseed sector, encompassing approximately 58% of the area dedicated to oilseeds and contributing 25% to overall production in 2023. Major commercial varieties Grown. In groundnut cultivation, several major commercial varieties are grown, each falling into one of three distinct growth habits: bunch, semi-spreading, and spreading. Variety of Ground Nuts Bunch Semi-Spreading Spreading Bunch varieties, also known as pish or Valencia types, are characterized by their erect growth habit, light-green foliage, and pods clustered at the base of the plant. These varieties produce round, plump non-dormant seeds with a light-rose testa. Bunch types are typically favoured in areas with short rainy seasons or for irrigated crops during the rabi and summer seasons. Additionally, they are preferred in regions with high clay content soils where harvesting poses challenges. On the other hand, semi-spreading and spreading varieties exhibit trailing branches that partially or completely touch the soil surface. These varieties produce pods along their branches, possess dark-green foliage, and yield oblong, dormant brownish seeds. Semi-spreading and spreading types are known for their heavier yields and later maturation compared to bunch varieties. They are often favoured in rainfed regions with longer rainy seasons. Selecting the most suitable variety for a specific area involves considering various factors such as soil type, rainfall distribution, seasonal cultivation preferences, market demands, and resistance to prevalent pests and diseases. Spreading types are typically preferred in regions with extended rainy seasons and rainfed conditions, while bunch types are favoured in areas with shorter rainy seasons or for irrigated crops. Additionally, soil characteristics and harvesting considerations play a crucial role in determining the most appropriate variety for a particular location. Overall, the selection process aims to maximize productivity and optimize crop performance in diverse agricultural settings. 262Industry value chain: from farm to packaging / end consumer. Post-Harvest Plantation Harvesting APMC Trader Management Primary Secondary Retailers to End Distributor Processors Processors Consumer Plantation Seasonal patterns play a crucial role in the cultivation and harvesting of groundnuts, with the majority of production concentrated during the Kharif season, which accounts for about 85% of total production. Groundnuts are predominantly grown under rainfed conditions, with more than 90% of cultivation relying on rainfall. During the Kharif season, groundnut crops are typically sown between June and July and harvested between October and November. However, in areas where irrigation is available, some farmers opt for summer crops, extending the cultivation period from January to May. Harvesting Harvesting of groundnuts is a critical stage that requires careful observation of plant maturity. Farmers typically wait until the plant foliage starts to yellow, indicating maturity, and the pods become hard and tough. Inside the shell, a dark tan discoloration appears, and the kernels become unwrinkled, signalling readiness for harvest. Post-Harvest Management Post-harvest management in agriculture is a critical stage that begins immediately after harvest and encompasses various activities such as cooling, cleaning, sorting, and packing. As soon as crops are removed from the ground or separated from their parent plants, they start to deteriorate, emphasizing the importance of efficient post-harvest handling. In the case of groundnuts, harvested crops are typically left in small heaps for two to three days for curing. This process allows the groundnuts to dry to an average moisture content of 10-15%. Once cured, the pods are detached by hand to separate them from the plants. However, significant losses can occur during the harvesting operation, ranging from 20- 30%. Storage of groundnuts, whether as pods or kernels, presents its own set of challenges. Post-harvest losses during processing and storage typically range from 10 to 25% and are influenced by factors such as the level of maturity, moisture content, storage conditions, and sanitation practices. Transportation also contributes to losses, often due to pilferage, bag leakage, and rough handling. In storage facilities, drying, and damage by rodents and pests are major causes of losses. APMC Trader APMC traders are pivotal intermediaries within the groundnut value chain, operating within regulated Agricultural Produce Market Committees. They negotiate prices with groundnut farmers, taking into account factors like market demand, supply, and quality. These traders provide farmers with essential market access, offering a centralized platform for selling their produce and saving them the effort of seeking individual buyers. Conducting basic quality assessments, APMC traders ensure that groundnuts meet minimum standards and reject inferior- quality produce or negotiate prices accordingly. Additionally, they serve as valuable sources of market information, providing insights into trends, prices, and consumer preferences, empowering farmers to make informed decisions. Facilitating trade, offering financial services, and ensuring regulatory compliance are also part of their responsibilities. 263Primary Processors Primary processors are key players in the groundnut value chain, responsible for the initial processing of raw groundnuts into various products such as peanut oil, peanut butter, and roasted peanuts. Operating processing facilities, they undertake essential tasks such as cleaning, sorting, shelling, and crushing the groundnuts to extract oil or produce other value-added products. These processors also conduct basic quality checks to ensure that the groundnuts meet industry standards before further processing or distribution. By adding value to the raw material, primary processors contribute to diversifying groundnut products and meeting consumer demands. Additionally, they play a crucial role in supporting groundnut farmers by creating market opportunities for their produce and enhancing the overall value chain. Secondary processors Secondary processors play a vital role in the groundnut value chain by further refining products obtained from primary processing to meet specific market demands and consumer preferences. Building on the work of primary processors, they engage in more intricate processes such as refining peanut oil to enhance quality, flavour, or shelf life. Additionally, secondary processors specialize in creating unique and innovative groundnut-based products like snacks, confectioneries, or cooking ingredients. Their focus on product differentiation and customization allows for a diverse range of groundnut offerings in the market. Through these efforts, secondary processors contribute significantly to the value addition of groundnut products, meeting the evolving tastes and preferences of consumers. This stage in the value chain reflects a commitment to innovation and quality, ensuring that groundnut products remain versatile and appealing to a wide consumer base. Further, Secondary processors implement stringent quality control measures to ensure that finished products meet regulatory standards and consumer expectations. This involves monitoring product consistency, safety, and compliance with labelling and packaging requirements. Distribution In the groundnut value chain, the role of distribution is to facilitate the movement of processed groundnut products from manufacturers to retailers or end consumers. Distributors act as intermediaries between producers and retailers, managing logistics, warehousing, and transportation to ensure efficient product distribution across different regions or markets. They collaborate closely with manufacturers to coordinate product deliveries, manage inventory levels, and address supply chain challenges to meet customer demands effectively. Distributors also play a key role in market expansion by identifying new sales channels, establishing relationships with retailers, and promoting groundnut products to target consumer segments. Additionally, they monitor market trends, competitor activities, and consumer preferences to adapt distribution strategies and optimize market penetration. By providing timely and reliable access to groundnut products, distributors contribute to the accessibility, availability, and affordability of nutritious food options for consumers. Retailers to End Consumers The retail sector serves as the final link between groundnut products and end consumers. Retailers encompass various outlets such as supermarkets, grocery stores, specialty food stores, and online platforms, offering a wide range of groundnut products to customers. They are responsible for marketing, promoting, and selling groundnut products to consumers, providing them with convenient access to high-quality and nutritious food options. Retailers employ various strategies to attract and retain customers, including product displays, promotions, discounts, and advertising campaigns. They also ensure product availability, freshness, and quality by managing inventory levels, monitoring expiration dates, and adhering to food safety standards. Furthermore, retailers contribute to consumer education by providing information about product attributes, nutritional benefits, and usage ideas, helping consumers make informed purchasing decisions. By catering to diverse consumer preferences and offering a range of groundnut products, retailers contribute to the popularity and consumption of groundnuts in various forms. Key demand drivers: 264The peanut processing industry is witnessing an increasing demand backed by packaged snacks, and other peanut based product sale such as peanut butter spread and groundnut edible oil. Growing Preference for Packaged Snacks The growing preference for packaged snacks can be attributed to the fast-paced nature of modern lifestyles, where consumers often find themselves juggling multiple responsibilities and time constraints. In this context, convenience becomes a key factor driving food choices, especially when it comes to snacks consumed on-the-go or during busy schedules. Packaged groundnuts address this demand by providing a hassle-free snack option that requires minimal preparation and can be conveniently consumed anytime, anywhere. For urban populations and young professionals, in particular, who are constantly on the move and have limited time for meal preparation, packaged groundnuts offer a quick and easy solution to satisfy hunger pangs. Whether it's during workday, while commuting, or while running errands, packaged groundnuts provide a convenient snacking option that can be conveniently stored. Moreover, packaged groundnuts come in various forms such as single-serve packs, resealable pouches, and portion- controlled containers, catering to different consumption needs and preferences. This versatility further enhances their appeal among consumers who value convenience and flexibility in their snack choices. Diversification of Groundnut Products The diversification of groundnut products represents a strategic response to the evolving preferences and demands of consumers in the food industry. As consumer tastes and dietary requirements continue to evolve, food manufacturers recognize the need to innovate and offer a wide range of groundnut-based products such as flavoured peanut for snacking, peanut butter and groundnut edible oil to cater to diverse preferences. One aspect of this diversification involves introducing new flavours, textures, and formats to groundnut products. Manufacturers experiment with different flavour profiles, ranging from classic options like salted and roasted to more adventurous combinations such as spicy chili, tangy barbecue, or sweet and savoury blends. These variations appeal to different taste preferences and offer consumers a variety of options to choose from, enhancing their overall snacking experience. In addition to flavour innovation, manufacturers also focus on diversifying the texture and format of groundnut products. For example, groundnut-based energy bars, trail mixes, and granola bars have gained popularity among consumers seeking nutritious, on-the-go snack options. These products combine groundnuts with other ingredients such as oats, seeds, and dried fruits to create convenient and satisfying snacks that provide sustained energy and nutrition. Furthermore, flavoured groundnut snacks, such as coated or seasoned nuts, offer an element of variety to traditional offerings. Ranging from honey-roasted, barbecue-flavoured, or chocolate-coated groundnuts, these products appeal to consumers looking for indulgent yet flavourful snack options. By diversifying groundnut products, manufacturers not only meet the changing preferences of consumers but also tap into new market segments. For instance, groundnut-based snacks targeting health-conscious consumers or those with specific dietary requirements can expand the reach of groundnut products beyond traditional markets. This diversification stimulates overall demand for groundnuts by offering consumers a wider range of choices and enhancing the versatility of the crop in various applications. Covid Impact The impact of the COVID-19 pandemic has been profound, reshaping various aspects of daily life, including eating habits and consumer behaviour in the snacking industry. As health and safety concerns took centre stage, consumers prioritized their well-being, leading to significant changes in snacking consumption and purchasing patterns. With mobility restrictions in place and concerns about virus transmission, consumers increasingly turned to ready-to-eat and ready-to-cook food options during the pandemic. This accelerated the adoption of packaged food products, including snacks, as they offered convenience and reduced the need for extensive meal preparation. Groundnuts offer a nutritious and satisfying snacking option, rich in protein, fibre, and essential nutrients, making them an appealing choice for health- conscious consumers seeking convenient and wholesome snacks. The convenience factor of packaged food became even more pronounced during the pandemic, as consumers sought quick 265and hassle-free meal solutions while juggling remote work, childcare, and other responsibilities at home. This led to an increase in the consumption of packaged snacks that could be conveniently stored, transported, and consumed without the need for extensive cooking or preparation. Packaged groundnut snacks, such as flavoured nuts, trail mixes, and granola bars, provided a convenient and nutritious alternative to traditional snack options. Moreover, the pandemic-induced shift in consumer behaviour also encouraged experimentation with flavours and food items. With more time spent at home and limited access to traditional dining experiences, consumers sought variety and novelty in their snacking choices. This led to increased interest in unique and exotic flavours, as well as a willingness to try new snack formats and ingredients. Export Scenario Export of Processed Ground Nuts India is the second-largest producer of groundnuts globally, accounting for nearly 19% of global production. Over the years, India's groundnut export performance has shown a positive trajectory, both in volume and value terms. Between FY 2021 and FY 2025, groundnut exports grew from 638 million kilograms to 746 million kilograms, registering a CAGR of approximately 4%. While exports dipped to 514 million kilograms in FY 2022 due to global trade disruptions and lower demand, they recovered steadily, reaching a peak in FY 2025 with a year-on-year growth of 10%. Export of Groundnut (in Million KGs) Export of Groundnut (USD Million) 746 670 681 831.62 861.56 638 794.99 727.21 514 629.28 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: DGCI&S (HS Code : 1202 Ground-Nuts, Not Roasted or Otherwise Cooked) In value terms, India’s groundnut exports grew from USD 727.2 million in FY 2021 to USD 794.99 million in FY 2025. The highest value was recorded in FY 2024 at USD 861.56 million, reflecting strong global prices and sustained demand, particularly from Southeast Asian markets. Despite a slight decline in FY 2025, the overall value growth trend remains positive, backed by rising global consumption and India’s competitiveness in quality and processing capabilities. Key Export Markets India’s groundnut exports reflect a strong presence in key Southeast Asian markets. Indonesia emerged as the largest importer, accounting for 37% of India’s total groundnut exports with 276.8 million kilograms. Vietnam followed with a 13% share, while the Philippines, Malaysia, and Thailand accounted for 8%, 6%, and 5%, respectively. Together, these five countries made up over two-thirds of India’s groundnut export volume. The remaining 30% was distributed among several other countries, underscoring the broad global demand for Indian groundnuts, driven by their quality, oil content, and competitive pricing. 266Key Export Market (in FY 2025) Others 30% Indonesia 37% Thailand 5% Malaysia 7% Vietnam Phillipines 13% 8% Source: DGCI&S B. Product Segment: Fruit Pulp India, with diverse agro-climatic zones, boasts a rich variety of fruits, ranging from tropical to temperate, contributing to its status as one of the leading fruit-producing countries in the world. In fact, India is the second largest producer of fruits after China, with a production of 111.6 million tonnes in 2022, accounting for 9.3% of the total world production. Country Fruit Production (in Million Tonnes) Percentage share in global fruit production China 262.8 22.0% India 111.6 9.3% Brazil 41.7 3.5% Turkey 25.7 2.1% Indonesia 24.8 2.1% Latest data for all countries is not available; hence 2022 numbers are retained. Some of the major fruits grown across the country include mangoes, bananas, citrus fruits (such as oranges, lemons, and limes), apples, grapes, guavas, papayas, and pomegranates. Each region specializes in the cultivation of specific fruits based on climatic conditions and soil suitability. Fruit pulp, extracted from various fruits through processes like pulping and refining, plays a vital role in the food and beverage industry in India. Utilized in the production of juices, jams, jellies, ice creams, and other processed products, fruit pulp serves as a convenient and versatile ingredient. Mango pulp, in particular, holds a prominent position in the market due to its rich flavour and wide application. Fruit Production in India Production Scenario The production of fruits in India has steadily increased from 102.0 million tonnes in FY 2020 to 110.2 million tonnes in FY 2023, recording a CAGR of around 2.6% during the period. According to the first advance estimates, fruit production further rose to 113.0 million tonnes in FY 2024 and is expected to reach 113.2 million tonnes in FY 2025, indicating a stabilizing growth trend driven by improved cultivation techniques and expanding domestic consumption. 267Annual Fruit Production (in Mn Tons) 113.0 113.2 110.2 107.5 102.5 102.0 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025* Source: Department of Agriculture & Farmers Welfare *First Advance Estimates Key Fruit Statistics In FY 2025, banana emerged as the most widely produced fruit in India, contributing 37.8 million tonnes, which represents 33.4% of the country’s total fruit production. This was followed by mango, with 22.7 million tonnes, accounting for 20.1%, highlighting its continued dominance as a staple and export-oriented fruit. Other major contributors included papaya at 5.4 million tonnes (4.8%), guava at 5.3 million tonnes (4.7%), and grapes at 4.1 million tonnes (3.6%). Collectively, these five fruits made up over two-thirds of India’s total fruit output, with the remaining 33.6% attributed to a variety of other fruits grown across diverse agro-climatic zones. Fruit Production Pattern (FY 2025) Area Under Cultivation: Fruits (FY 2025) Banana Others Banana 13% 33% 33% Others 43% Mango Grapes 34% 4% Papaya Grapes 5% Guava Mango 3% 5% 20% Papaya Guava 2% 5% Source: Department of Agriculture & Farmers Welfare Figures for FY 2025 are the first advanced estimates Banana's top position in terms of volume is attributed to its high yield per hectare, short gestation cycle, and suitability across different regions. Its consistent demand, both for table consumption and processing, along with ease of cultivation and year-round harvest potential, make it a preferred crop among farmers. Mango, while second in production, remains a culturally and commercially important fruit, particularly due to its seasonal appeal, export potential, and regional diversity in varieties. 268When analysing the area under cultivation, mango commands the largest share, with 2.39 million hectares or 33.9% of the total fruit-growing area. This is primarily because mango orchards require large tracts of land and longer maturity periods before full productivity is achieved. Banana follows with 947.8 thousand hectares (13.4%), benefitting from its shorter crop cycle and dense plantation structure. Guava covers 358.1 thousand hectares (5.1%), grapes span 181.8 thousand hectares (2.6%), and papaya accounts for 147.9 thousand hectares (2.1%). The balance 43% of the cultivated area is occupied by other fruits such as pomegranate, citrus varieties, apples, and others. This data highlights a distinct contrast between production efficiency and land usage, especially in crops like mango that dominate land but not necessarily output volume. Key Production Hubs In FY 2025, India’s total fruit production is estimated at 113.2 million tonnes, with a significant concentration in a handful of key states. Andhra Pradesh leads the country with a production volume of 18.3 million tonnes, accounting for 16.2% of the national output. This is primarily due to the state’s favourable agro-climatic conditions, diverse fruit varieties, and well-developed irrigation infrastructure that supports consistent year-round cultivation. Maharashtra follows as the second-largest contributor, producing 15.4 million tonnes or 13.6% of the total. The state benefits from a strong horticultural base in crops such as grapes, pomegranates, and bananas, backed by a robust supply chain and export readiness. Key Production Hubs (in FY 2025) Maharashtra 14% Others Andhra Pradesh 42% 16% Madhya Pradesh 9% Gujarat Uttar Pradesh 7% 12% Source: Ministry of Agriculture & Farmers Welfare Figures for FY 2025 are the first advanced estimates Uttar Pradesh ranks third with 14 million tonnes, contributing 12.4% to total fruit production. Its fertile alluvial plains and large-scale cultivation of mangoes and guavas drive its performance. Madhya Pradesh, producing 9.8 million tonnes (8.7%), and Gujarat with 8.4 million tonnes (7.4%), are also notable contributors, leveraging expanding horticultural coverage, improved farming practices, and increased investment in irrigation and post-harvest infrastructure. Collectively, these five states account for approximately 58.3% of India’s total fruit production in FY 2025, highlighting the dominance of a few regions in the horticulture sector. The remaining 41.7% comes from other states and Union Territories, indicating potential for further development and scaling of fruit cultivation in less represented regions. State-wise Area under Fruit Production State Area Under Cultivation (000' Ha) State-wise share of Area under fruit production Maharashtra 872.76 12.4% Andhra Pradesh 793.54 11.2% Uttar Pradesh 574.18 8.1% Madhya Pradesh 463.15 6.6% Gujarat 442.40 6.3% Odisha 386.20 5.5% Bihar 368.96 5.2% Kerala 351.68 5.0% Tamil Nadu 341.17 4.8% West Bengal 313.61 4.4% 269State Area Under Cultivation (000' Ha) State-wise share of Area under fruit production Others 2156.95 30.5% Source: Ministry of Agriculture & Farmers Welfare Figures for FY 2025 are the first advanced estimates Value Added Products: Fruit Pulp Fruit pulp, a versatile and widely utilized product in the food and beverage industry. Extraction of fruit pulp involves the mechanical separation of the edible portion of fruits from their seeds, skins, and fibres, followed by refining processes to achieve desired texture and consistency. This pulp serves as a crucial ingredient in a wide range of food and beverage products, contributing to their flavour, texture, and nutritional profile. The uses of fruit pulp are diverse and extensive, spanning both domestic and commercial applications. In the beverage industry, fruit pulp serves as a primary ingredient in the production of juices, nectars, smoothies, and fruit-based beverages, imparting natural flavour, colour, and nutritional value. Additionally, fruit pulp finds its way into the manufacturing of jams, jellies, syrups, yogurts, ice creams, and sorbets, enhancing their taste and visual appeal. The versatility of fruit pulp extends to culinary creations, where it is used in baking, cooking, and dessert making, adding a fruity twist to various dishes. One of the key benefits of fruit pulp lies in its nutritional content, as it retains essential vitamins, minerals, antioxidants, and dietary fibres present in fresh fruits. Incorporating fruit pulp into processed foods and beverages provides consumers with a convenient and nutritious alternative to whole fruits, promoting health and wellness. Moreover, fruit pulp offers a solution for extending the shelf life of perishable fruits, reducing food waste, and enabling year-round availability of fruit flavours regardless of seasonal variations. Key demand drivers Convenience Factor Convenience is a paramount factor driving the demand for fruit pulp in India, as it offers consumers a quick and hassle- free solution for incorporating fruit flavours into their culinary creations. At only a fraction of the time and effort required for washing, peeling, and cutting fresh fruits, fruit pulp provides instant accessibility. Whether it's for making juices, smoothies, ice creams, yogurts, or baked goods, consumers can simply scoop out the desired amount of fruit pulp and add it directly to their recipes, eliminating the need for tedious preparation. This convenience factor resonates particularly well with busy individuals and families who seek convenient yet nutritious options amidst their hectic schedules. Additionally, the availability of fruit pulp in convenient packaging formats further enhances its appeal, making it a go-to ingredient for both home cooks and professional chefs alike. Thus, the convenience offered by fruit pulp plays a significant role in driving its demand across various consumer segments in India. Diversification of fruit varieties Fruit pulp offers manufacturers and consumers access to a wide range of fruit flavours and options due to lower costs. India boasts a rich diversity of fruit varieties, including mango, guava, papaya, pineapple, and many others, each with its unique taste and nutritional profile. Fruit pulp allows for the preservation and utilization of these diverse fruits, even beyond their seasonal availability, ensuring a continuous supply of fruit flavours throughout the year. Moreover, the availability of various fruit pulp varieties enables manufacturers to cater to diverse consumer preferences and culinary applications. Whether used in juices, jams, desserts, sauces, or dairy products, fruit pulp adds flavour, texture, and nutritional value to a wide range of food and beverage products. Consumers also benefit from the versatility of fruit pulp, as they can experiment with different fruit flavours and combinations in their recipes. Additionally, the diversification of fruit pulp varieties contributes to the development of new and innovative products in the food industry, such as yogurt, ice creams and beverages. This diversity and innovation in fruit pulp varieties drive consumer interest and demand, leading to sustained growth in the fruit pulp market in India. Thus, the availability of a wide range of fruit pulp varieties plays a crucial role in meeting consumer preferences, driving product innovation, and fuelling the growth of the fruit pulp industry in the country. 270Demand from Food service sector The food service sector is a significant driver of demand for fruit pulp in India, owing to its versatility and convenience in culinary applications. At a fraction of the cost and effort required to source, store, and process fresh fruits, fruit pulp provides restaurants, cafes, catering services, and other food establishments with a convenient solution for incorporating fruit flavours into their menu offerings. Whether used in beverages, desserts, sauces, dressings, or main dishes, fruit pulp adds natural sweetness, flavour, and colour to a wide range of culinary creations. For restaurants and cafes, fruit pulp offers a convenient and consistent ingredient for preparing fruit-based beverages such as smoothies, shakes, cocktails, and mocktails. Instead of dealing with the seasonal availability and perishability of fresh fruits, establishments can rely on fruit pulp to maintain a steady supply of high-quality ingredients year-round. This not only streamlines operations but also ensures menu consistency and customer satisfaction. Catering services also benefit from the convenience of fruit pulp, especially when catering events with large guest counts or limited kitchen facilities. By using pre-packaged fruit pulp, caterers can save time and labour while still offering flavourful and visually appealing fruit-based dishes and desserts to their clients. Furthermore, fruit pulp allows food service establishments to experiment with new flavour combinations and menu offerings, thereby enhancing their culinary creativity and competitiveness in the market. Whether it's incorporating exotic fruit flavours or creating signature dishes with unique fruit pulp blends, food service operators can leverage fruit pulp to differentiate their offerings and attract customers. Overall, the food service sector's reliance on fruit pulp as a convenient, versatile, and cost-effective ingredient underscores its importance in driving demand for fruit pulp in India. As the demand for diverse and innovative food experiences continues to grow, fruit pulp remains a staple ingredient for meeting the culinary needs and preferences of consumers in the food service industry. Seasonality Seasonality plays a crucial role in driving the demand for fruit pulp in India, particularly during periods when certain fruits are out of season or in limited supply. At a comparatively marginal of the cost of importing fresh fruits or dealing with price fluctuations due to scarcity, fruit pulp provides a reliable solution for maintaining supply continuity and meeting consumer demand year-round. During off-seasons or times of low fruit availability, consumers still desire the flavours and nutritional benefits of their favourite fruits. Fruit pulp serves as a convenient alternative, allowing manufacturers to produce a wide range of fruit-based products without being constrained by seasonal limitations. This ensures that consumers can enjoy their favourite fruit-flavoured beverages, snacks, and desserts regardless of the time of year, thus driving sustained demand for fruit pulp in the Indian market. Moreover, the ability to preserve and store fruit pulp for extended periods without compromising quality makes it an indispensable ingredient for ensuring product availability and market competitiveness throughout the year. Growing Food Processing Industry The growth of the food processing industry in India significantly drives the demand for fruit pulp. The cost and effort required to source, store, and process fresh fruits is comparatively high, therefore fruit pulp serves as a convenient and cost-effective ingredient for a wide range of food and beverage applications. As the food processing industry continues to expand and diversify, manufacturers seek innovative ways to enhance the flavour, texture, and nutritional profile of their products. Fruit pulp offers a versatile solution, serving as a natural and flavourful ingredient for various food products such as jams, jellies, sauces, dairy products, bakery items, and confectionery. Additionally, the availability of fruit pulp in different varieties and packaging formats allows food processors to cater to diverse consumer preferences and culinary trends. By incorporating fruit pulp into their formulations, food manufacturers can create value-added products that appeal to health-conscious consumers seeking natural and nutritious options. Moreover, fruit pulp enables manufacturers to extend the shelf life of their products, reduce production costs, and maintain product consistency, thereby driving the overall growth and competitiveness of the food processing industry in India. Increasing health consciousness Increasing health consciousness among consumers is another significant factor driving the demand for fruit pulp in India. At significantly lesser amount of the calories and sugar content found in fruit pulp than many processed foods and 271beverages, fruit pulp offers a natural and nutritious alternative for consumers seeking to make healthier dietary choices. As awareness of the health benefits of consuming fruits grows, more consumers are looking for convenient ways to incorporate fruits into their daily diets. Fruit pulp, rich in vitamins, minerals, and antioxidants, provides a convenient solution for meeting these nutritional needs. Whether added to smoothies, yogurts, or breakfast bowls, fruit pulp allows consumers to enjoy the goodness of fruits without the hassle of peeling, chopping, or juicing fresh produce. Furthermore, the absence of artificial additives and preservatives in fruit pulp appeals to consumers who prioritize clean- label and minimally processed food products. By incorporating fruit pulp into their diets, consumers can enjoy the taste and nutritional benefits of fruits while supporting their overall health and well-being. Urbanization and changing lifestyles. Urbanization and changing lifestyles have led to a notable shift in consumer preferences towards convenient and ready- to-use food products, further driving the demand for fruit pulp in India. Amounting to lesser time and effort required to prepare fresh fruits, fruit pulp offers urban consumers a convenient solution for incorporating fruit flavours into their busy lifestyles. As more individuals and families adapt to fast-paced urban environments, they seek quick and easy meal solutions that do not compromise on taste or nutrition. Fruit pulp fits perfectly into this trend, allowing consumers to enjoy a variety of fruit-based dishes, beverages, and snacks without the need for extensive preparation or cooking skills. Additionally, as urban consumers increasingly prioritize convenience and time-saving solutions, the availability of fruit pulp in pre-packaged formats further enhances its appeal. Whether used in home kitchens or consumed on-the-go, fruit pulp offers urban consumers a convenient and versatile ingredient for satisfying their cravings for delicious and nutritious fruit-based products. Thus, urbanization and changing lifestyles play a significant role in driving the demand for fruit pulp across urban centres in India. Regulatory Landscape The regulatory landscape governing fruit pulp in India is primarily overseen by the Food Safety and Standards Authority of India (FSSAI), established under the Food Safety and Standards Act, 2006. FSSAI plays a pivotal role in ensuring that fruit pulp products meet stringent safety and quality standards. These standards encompass various crucial aspects of production, including hygiene practices, permissible additives, acceptable levels of contaminants, and proper packaging and labelling requirements. Under the regulatory framework, businesses engaged in fruit pulp manufacturing are required to obtain licenses and certifications from FSSAI, notably the Food Safety License (FSSAI License). These certifications necessitate adherence to strict protocols and periodic testing to verify compliance with safety and quality benchmarks. Through regular inspections and audits, FSSAI monitors and regulates the fruit pulp industry to uphold consumer protection and public health. The regulations set forth by FSSAI not only aim to ensure the safety and quality of fruit pulp but also prioritize transparency and consumer awareness. Consequently, fruit pulp products must undergo thorough testing to ascertain their adherence to safety parameters before they reach consumers. Furthermore, stringent labelling requirements mandate the inclusion of essential information such as ingredients, nutritional content, manufacturing and expiry dates, and FSSAI license numbers. This ensures that consumers can make informed choices about the products they purchase and consume. By enforcing strict standards and fostering compliance among manufacturers, FSSAI contributes to the production of safe, high-quality fruit pulp products that consumers can trust. Compliance with these regulations is not only a legal requirement but also a commitment to upholding consumer safety and confidence in the marketplace. Mission for Integrated Development of Horticulture The Mission for Integrated Development of Horticulture (MIDH) is introduced by the Government of India to comprehensively enhance horticulture development across the nation. Launched as a Centrally Sponsored Scheme in 2014-15, MIDH encompasses a wide spectrum of horticultural domains, including fruits, vegetables, root and tuber crops, mushrooms, spices, flowers, aromatic plants, coconut, cashew, and cocoa. The scheme extends its coverage to all States and Union Territories, thereby ensuring a pan-India approach towards horticultural development. Under the ambit of MIDH, states and union territories receive financial and technical assistance to undertake various interventions and activities aimed at augmenting horticultural production and productivity. These interventions include the establishment of nurseries and tissue culture units for the production of quality seeds and planting material, expansion of horticultural areas through the establishment of new orchards and gardens, and rejuvenation of unproductive orchards. Additionally, MIDH supports initiatives such as protected cultivation to improve productivity and cultivate off-season 272high-value vegetables and flowers, organic farming and certification, creation of water resources structures, watershed management, and beekeeping for pollination. The scheme also focuses on horticulture mechanization, creation of post- harvest management and marketing infrastructure, and the training of farmers to enhance their skills and knowledge. MIDH operates as a Centrally Sponsored Scheme, with the subsidy shared between the Central Government and State Governments. The sharing pattern varies between states, with a ratio of 60:40 in most states and 90:10 in Northeastern and Himalayan states. Consequently, the active involvement and support of State Governments are paramount for the effective implementation and success of the Mission. Pradhan Mantri Kisan Sampada Yojana (PMKSY) The Pradhan Mantri Kisan Sampada Yojana (PMKSY), initiated by the Ministry of Food Processing Industries (MoFPI) since 2017-18, serves as a comprehensive framework comprising multiple component schemes aimed at modernizing infrastructure and optimizing supply chain management from farm to retail. By promoting efficient processing, PMKSY significantly boosts the growth of the food processing sector, offers better prices to farmers, generates substantial employment opportunities in rural areas, curbs agricultural produce wastage, increases processing levels, and enhances the export of processed foods. Under PMKSY, financial assistance in the form of grants-in-aid is extended for the establishment of food processing projects across the country through various component schemes. These include the now discontinued Mega Food Parks scheme, Integrated Cold Chain and Value Addition infrastructure, Creation of Infrastructure for Agro Processing Cluster, Creation/Expansion of Food Processing and Preservation Capacities, Creation of Backward and Forward Linkages, Operation Greens for long-term interventions, Food Safety and Quality Assurance Infrastructure, and Human Resource & Institutions. A total of 1,132 food processing projects have been approved across 36 states/UTs under PMKSY, with a cumulative project cost of INR 23,071.29 crores. The initiative aims to create processing capacity for 252.297 lakh MT/annum, preservation capacity for 42.908 lakh MT/annum, employ 602,070 individuals, and benefit 3,819,220 farmers. Mega Food Park Scheme The Mega Food Park Scheme, a flagship initiative of the Government of India, aims to revolutionize the agricultural and food processing sectors by bridging the gap between production and market demand. By fostering collaboration among farmers, processors, and retailers, the scheme maximizes value addition, minimizes wastage, boosts farmers' income, and creates employment opportunities, particularly in rural areas. The scheme operates on a cluster-based approach, establishing state-of-the-art infrastructure within well-defined agri/horticultural zones. This infrastructure includes collection centres, processing facilities, cold chains, and fully developed plots for entrepreneurs to set up modern food processing units. Implementation is facilitated through Special Purpose Vehicles (SPVs), ensuring transparency and accountability in project execution. For the fruit pulp sector, Mega Food Parks offer several advantages: • Processing Infrastructure: Mega Food Parks provide modern processing infrastructure specifically designed for fruit processing, including facilities for pulping, pureeing, and concentrate production. These facilities enable fruit pulp manufacturers to streamline their production processes, increase output, and maintain high-quality standards. • Cold Storage Facilities: Fruit pulp requires proper storage conditions to maintain its freshness, flavor, and nutritional content. Mega Food Parks typically include cold storage facilities equipped with temperature and humidity control systems, ensuring the preservation of fruit pulp throughout its shelf life. • Logistics and Supply Chain Support: Mega Food Parks offer integrated logistics and supply chain support, facilitating the efficient transportation of raw materials and finished products. This ensures timely availability of fruits for pulp processing and enables manufacturers to reach markets across India and internationally. • Value Addition and Market Access: By establishing fruit pulp processing units within Mega Food Parks, manufacturers can add value to raw fruits by converting them into high-demand products. Additionally, the centralized location of Mega Food Parks provides access to markets, distribution networks, and export facilities, enhancing market reach and profitability for fruit pulp producers. While the scheme has been discontinued as of April 1, 2021, with provision for ongoing project liabilities, the existing 24 operational Mega Food Parks continue to drive economic growth and agricultural transformation nationwide. 273Creation/ Expansion of Food Processing and Preservation Capacities The CEFPPC Scheme aims to increase processing and preservation capacities, reduce wastage, and enhance value addition in the food processing industry. It covers post-harvest processes to improve product quality and shelf life through modern technology adoption. Both new unit setups and existing unit modernization are supported, with implementation involving various organizations such as PSUs, FPOs, NGOs, cooperatives, and private entities engaged in food processing activities. One of the key objectives of the CEFPPC scheme is to encourage the establishment of modern food processing units equipped with state-of-the-art infrastructure and technology. For the fruit pulp industry, this translates to support for setting up or expanding processing facilities dedicated to fruit pulping, pureeing, and concentrate production. By providing financial assistance and incentives, the scheme facilitates the adoption of advanced processing techniques, improving the efficiency, quality, and value addition capabilities of fruit pulp manufacturers. Furthermore, the CEFPPC scheme aims to enhance the competitiveness of the food processing sector by addressing infrastructure gaps and promoting investments in value chain infrastructure. This includes support for cold storage facilities, transportation infrastructure, and supply chain logistics, all of which are crucial for the storage, handling, and distribution of fruit pulp products. Moreover, the scheme emphasizes the development of backward linkages with farmers and forward linkages with markets, thereby fostering integration along the entire value chain. By encouraging collaboration between fruit growers, processors, and retailers, the scheme enhances market access and promotes market-driven production of fruit pulp. Mango Pulp Mango pulp, made from ripe mangoes, is a popular value-added product known for its sweet taste and versatility. To make mango pulp, ripe mangoes are peeled, deseeded, and pureed until smooth. This versatile pulp serves as a cornerstone ingredient in a variety of culinary delights, offering tropical sweetness to various dishes and beverages. The uses of mango pulp span a wide spectrum of culinary creations, ranging from beverages to desserts and savoury dishes. Mango pulp serves as a primary ingredient in the production of mango juices, nectars, smoothies, and mocktails. Furthermore, mango pulp also finds its way into the making of mango-flavoured ice creams, sorbets, yogurts, and puddings. In savoury cuisines, mango pulp adds a delightful twist to sauces, chutneys, marinades, and salad dressings. Beyond its culinary applications, mango pulp boasts an array of nutritional benefits, as it retains essential vitamins, minerals, antioxidants, and dietary fibres inherent in fresh mangoes. Moreover, mango pulp serves as a source of natural sweetness in food formulations, reducing the need for added sugars and enhancing the overall nutritional profile of products. Mango production in India India continues to maintain its position as the world’s largest producer of mangoes, accounting for a significant share of global production. Between FY 2021 and FY 2025, mango production in India showed a steady upward trend, growing from 20.4 million tonnes in FY 2021 to 22.7 million tonnes in FY 2025. This reflects a compound annual growth rate (CAGR) of approximately 2.7% over the five-year period. The most notable increase occurred in FY 2024, where production rose by nearly 1.5 million tonnes over the previous year, driven by favourable climatic conditions and improved orchard management practices. 274Annual Mango Production (in Mn Tons) 22.7 22.4 20.9 20.8 20.4 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025* Source: Ministry of Agriculture & Farmers Welfare Figures for FY 2025 are the first advanced estimates This growth trajectory marks a recovery from the stagnation and weather-related setbacks seen in earlier years. The alternate bearing nature of mango trees, along with untimely rains and high temperatures during the flowering stage, especially in February and March, had previously affected yields. However, with better forecasting, irrigation infrastructure, and the adoption of high-yielding varieties in major producing states like Andhra Pradesh, Uttar Pradesh, and Maharashtra, the production outlook has improved. The FY 2025 production estimate of 22.7 million tonnes is a strong indicator of the resilience and potential of India’s mango sector, reaffirming its importance in the country’s horticultural economy. Key Production Hubs As per the latest estimates for FY 2025, Uttar Pradesh continues to be the leading mango-producing state in India, contributing 27% of the country’s total mango output. This dominance can be attributed to the state’s conducive agro- climatic conditions, including fertile alluvial soil and well-distributed rainfall during the growing season. The presence of traditional mango-growing belts such as Malihabad, known for premium varieties like Dasheri, further strengthens the state’s production capacity. Additionally, government initiatives promoting horticultural development, access to irrigation facilities, and the adoption of modern orchard management practices have significantly boosted yield and productivity. Key Production Hubs of Mango Uttar Pradesh 27% Others 32% Gujarat 5% Andhra Pradesh Karnataka 22% 7% Bihar 7% 275Source: Ministry of Agriculture & Farmers Welfare Figures for FY 2025 are the first advanced estimates Andhra Pradesh follows as the second-largest producer, with a 22% share in total mango production. The state benefits from a diverse range of cultivars, including Banganapalli and Suvarnarekha, and its robust irrigation infrastructure allows consistent production across multiple regions. Bihar and Karnataka, each contributing 7%, also play important roles in national mango output, supported by region-specific varieties and expanding orchard areas. Gujarat accounts for 5%, while other states collectively contribute the remaining 33%, showcasing a broad base of mango cultivation across India. These figures reflect the importance of mango as a key fruit crop and highlight regional strengths driven by agro-climatic, infrastructural, and policy-related factors. State-wise Key Mango Production Statistics FY 2025 Mango Production Percentage share in Area under Mango Percentage share in State (in Mn Tons) total production cultivation (000' ha) total cultivation Uttar Pradesh 6.1 26.9% 323.70 13.5% Andhra Pradesh 5.0 22.0% 398.82 16.7% Bihar 1.6 7.0% 164.63 6.9% Karnataka 1.5 6.6% 145.74 6.1% Gujarat 1.1 4.8% 177.51 7.4% Others 7.4 32.6% 1183.46 49.4% In FY 2025, Andhra Pradesh and Uttar Pradesh led in mango cultivation, with 398.8 thousand hectares (16.7%) and 323.7 thousand hectares (13.5%) under mango orchards, respectively. Despite Uttar Pradesh having the highest mango output, Andhra Pradesh has the largest cultivation area, reflecting its extensive plantation base across districts. Bihar, while ranking third in production, ranks sixth in cultivation area with 164.6 thousand hectares (6.9%), indicating higher yield efficiency. Gujarat and Karnataka follow with 177.5 and 145.7 thousand hectares, respectively. Overall, nearly 50% of India’s mango cultivation area lies in other states, highlighting the broad geographical spread of mango farming across the country. Annual production of mango pulp Mango pulp production in India is a significant industry driven by the country's abundant mango cultivation. India is one of the world's largest producers of mango pulp, which is processed from ripe mangoes. In 2023-24, Mango pulp production in India is estimated to have reached 372.3 thousand tonnes, observing an annual increase of 4% over the previous year. Annual Mango Pulp Production (in thousand tons) 372.3 358.4 356.6 350.0 343.4 341.3 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 Source: D&B Research & Estimates Adverse climatic conditions in the years preceding led to a decline in mango production, thus affecting the overall mango pulp production as well. However, with increased production in 2023-24, India offers diverse mango varieties with a wide range of flavours and textures, making Indian mango pulp highly sought after in both domestic and international markets. 276Export potential: Mango Pulp India continues to be a significant exporter of fruit pulp, particularly mango pulp. Exports witnessed strong growth between FY 2021 and FY 2023, with the value increasing from INR 7.1 billion in FY 2021 to INR 11.9 billion in FY 2023, registering a CAGR of over 30% during this period. In volume terms, exports rose from 98.4 million kgs in FY 2021 to a peak of 123.5 million kgs in FY 2022, before moderating to 109.5 million kgs in FY 2023. Export of Mango Pulp (in INR Bn) Export of Mango Pulp (in Mn Kgs) 123.5 11.9 109.5 98.4 9.2 7.1 6.8 6.2 60.9 63.3 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Source: DGCI&S In volume terms, India exported 109.5 million Kgs of Mango pulp in FY 2023, up from 85.7 million Kgs exported in FY 2020. FY 2022 encountered the highest surge in exports of nearly 26% by volume. A decline in production as well as covid-19 impacted exports in FY 2020 and FY 2021. However, exports declined sharply in FY 2024, both in value and volume terms, falling to INR 6.2 billion and 60.9 million kgs, respectively. This downturn was driven by lower domestic production and tighter export controls. In FY 2025, a mild recovery was observed, with export value reaching INR 6.8 billion and volume slightly improving to 63.3 million kgs. Despite recent fluctuations, the long-term outlook for fruit pulp exports remains positive, supported by strong global demand and India’s dominance in mango cultivation and processing. Key Export Markets Saudi Arabia emerged as the largest export destination for Indian fruit pulp in FY 2024, accounting for 30.5% of total exports. It was followed by the USA (12.2%), Yemen Republic (7.5%), UK (6.7%), and Germany (4.8%). Together, these top five countries constituted over 61% of India’s total fruit pulp exports. India’s strong presence in the Middle East and North American markets reflects its ability to cater to diverse consumer preferences and maintain consistent quality standards in processed fruit exports. 277Key Export Market (FY 2025) Saudi Arabia 31% Others 38% USA 12% Germany 5% UK Yemen Republic 7% 7% Source: DGCI&S Competitive Landscape Company Brief ABC Fruits ABC Fruits, an esteemed Indian manufacturer, supplier, and exporter of fruit pulps and concentrates, serves both domestic and international markets. Specializing in mango, papaya, guava, pineapple, and tomato processing, ABC Fruits initially started as a mango pulp manufacturing facility in Krishnagiri, later expanding to become one of India's leading fruit pulp processing companies. Established in 1997, ABC Fruits has grown exponentially, with state-of-the-art facilities and advanced manufacturing capabilities. With a capacity of 30 tons per hour and processing 50,000MT annually, ABC Fruits has garnered a diverse clientele across the Middle East, Europe, and North America. Continuously expanding into new markets, ABC Fruits is renowned for competitive prices and consistent quality, solidifying its reputation as a trusted player in the industry for over 15 years. Jadli Foods (India) Pvt. Established in 1999, Jadli Foods has emerged as a premier organization in the Ltd manufacturing and export of premium fruit pulp and concentrate, including mango, guava, banana, and tamarind products. With a track record of exporting to 55 countries and serving 450 international industrial customers across Europe, the Middle East, North America, and beyond, Jadli Foods prioritizes quality and consistency. Certified by ISO 22000 and ISO 9001, Jadli Foods oversees multi-location HACCP- accredited manufacturing facilities, ensuring adherence to the highest standards. With a diverse product range under their leading brand "Mansa," Jadli Foods supplies fruit pulp, concentrates, processed foods, and more to international markets, maintaining a strong focus on quality, hygiene, and customer satisfaction. TMN TMN International, a division of the esteemed 'Home Life' Group in Chennai, specializes International (TMN) in exporting fruit pulp and processed foods, particularly renowned for its Mango Pulp and Concentrate. Situated in Chennai, India, TMN processes a wide array of fruits, including Totapuri & Alphonso mangoes, guava, papaya, and tomato, offering customized forms such as pulp, puree, paste, and concentrate, packaged in aseptic packaging or OTS cans. TMN has a daily manufacturing capacity of 120 M.T. With HACCP-accredited manufacturing facilities and a skilled workforce, TMN serves major markets globally, including the U.K., European nations, Middle East, and Far East, securing repeat orders 278Company Brief through their commitment to excellence Aditi Foods (India) Pvt. Aditi Group, with 37 years of relentless dedication, encompasses a diverse range of Ltd industries including fruit and vegetable processing, agriculture trading, corrugated box manufacturing, gas and petroleum trading, banking, and various service sectors. Aditi Foods (India) Pvt. Ltd., a division of Aditi Group, has been a trusted name in the Indian food processing sector since 1994. Their state-of-the-art technology and rigorous quality control measures ensure the production of a variety of high-quality fruit and vegetable products. Situated in Maharashtra, their facility boasts a workforce of over 450 employees, with production capacity reaching 200 tons per day. Specializing in mango pulp and jams, other fruit pulps, jams, canned vegetables, sauces, and more, Aditi Foods (India) Pvt. Ltd. is renowned for its innovation and reliability. Growth Outlook Mango, hailed as the "King of Fruits," holds a prestigious position in India, the world's largest producer of this delectable fruit. With a vibrant mango cultivation industry, India not only satisfies domestic demand but also plays a pivotal role in the global mango pulp market. Domestic Demand In India, mango pulp is an integral ingredient in a plethora of culinary delights, ranging from traditional desserts like mango lassi to modern beverages and confectionaries. The country's rich cultural heritage, coupled with a diverse culinary landscape, ensures a steady and resilient demand for mango pulp. Furthermore, the rising popularity of packaged fruit products and the increasing disposable income of the burgeoning middle class contribute to the sustained growth of domestic consumption. Trends Driving Domestic Demand: • Health and Wellness: As consumers become more health-conscious, there is a growing preference for natural and nutritious food choices. Mango pulp, packed with essential vitamins and antioxidants, aligns with this health- conscious trend, driving its consumption among health-conscious individuals and families. • Convenience and Versatility: Mango pulp offers convenience and versatility in culinary applications, catering to the fast-paced lifestyle of urban consumers. From instant smoothies to ready-to-use dessert mixes, the convenience factor associated with mango pulp enhances its appeal across diverse consumer segments. • Cultural Significance: Mango holds immense cultural significance in India, symbolizing prosperity, fertility, and abundance. Traditional festivals and celebrations often feature mango-based dishes, sustaining the demand for mango pulp throughout the year. Export Market Dynamics India's prowess in mango pulp production extends beyond its borders, as it emerges as a leading exporter in the global market. The exotic flavour profile and superior quality of Indian mango pulp make it a coveted commodity in international markets, driving consistent export growth. Factors Influencing Export Demand: • Quality Assurance: Indian mango pulp adheres to stringent quality standards, ensuring consistency and excellence in taste and texture. This commitment to quality resonates with discerning consumers worldwide, fostering trust and loyalty towards Indian mango pulp brands. • Market Penetration: India's strategic market penetration strategies, coupled with effective branding and promotional initiatives, have expanded the reach of mango pulp in key export destinations. Establishing strong distribution networks and engaging in trade partnerships further catalyzes the growth of export demand. • Global Culinary Trends: The global culinary landscape is experiencing a paradigm shift towards ethnic and exotic flavors. Indian mango pulp, with its authentic taste and versatility, aligns perfectly with these evolving consumer preferences, driving demand across diverse culinary applications. The growth prospects of mango pulp, both in domestic and export markets, remain robust and promising. With India's 279continued focus on enhancing production efficiency, ensuring quality standards, and exploring innovative marketing strategies, the demand for mango pulp is poised to soar. As consumers worldwide develop a penchant for natural, flavourful, and culturally rich food experiences, mango pulp stands poised to satiate their cravings and carve a niche as a quintessential culinary delight on the global stage. Growth Prospects The Indian economic growth is strongly rooted on elevated consumer demand and Government spending on infrastructure as well as social sector. Of this, the demand for consumer products is directly influenced by the trends in consumer spending, which is driven by the spending pattern of middle-class segment. Over the years, India’s middle-class segment has emerged as a key demand driver for products ranging from packaged foods to big ticket items like automobiles and residential real estate. According to a household survey conducted by PRICE23F24 the middle-class segment in India – with an annual earning in the range of INR 5 – 30 lakhs – is expected to account for nearly 61% of total population by 2045-47. This particular population segment accounted for 31% of total population in 2020-21 and is set to rise to 47% in 2030-31 and further to 61% by 2046-47. Growth in Middle Class Population Base in India (in Millions) 1,020 715 432 2020-21 2030-31 2046-47 Source: PRICE ICE 360 Household Survey (Released in mid-2023) According to a report by BMI Research (a Fitch Company), India is set to become the world’s third largest consumer market by 2027. The country which is currently ranked as the fifth largest consumer market is expected to gain two spots over the next 4 – 5 years on the back of expected growth in number of middle class and high-income households. As per BMI Research, the growth in consumer households would elevate India’s household spending to exceed USD 3 trillion. The above indicators – namely a growth in middle class consumer base as well as a commensurate increase in household spending augurs well for India’s consumer product economy. Given the evolving spending patter among India’s consumers, the biggest benefits of the growth in India’s consumer base would be reaped by stakeholders in consumer products industry – ranging from FMCG players to retail sector. Food & Grocery Retailing It is estimated that stapes & fresh produce accounts for nearly 80% of food spending in India. However, the changes in consumption pattern and demographic profile are influencing the food spending trend in India, in favour of packaged snacks, confectionary and beverages. Two key trends that are emerging in Indian retail space is the increasing preference for packaged & branded food, as well as preference for organized retail. Although the trend is visible in urban markets, the wide pool of consumers in urban market together with their higher spending pattern has the potential to create a 24 PRICE Is an independent not-for-profit research centre. The survey referred to here is the ICE 3600 household survey that provides a 3600 view of households progress on financial conditions, living conditions, access to public goods, welfare, among others. 280transition in retail spending pattern in India. Going forward, the food & grocery retailing market in India is expected to grow by a CAGR of 3.29% in the coming years. By 2027 the Indian market for food & grocery retailing is expected to reach USD 1000 billion. Food & Grocery Retailing in India (USD Bn) 1000 3.29% 850 FY 2025 FY 2027 F Source: Invest India, USDA Preference for Branded & Packaged Foods The growth in food & grocery retailing is accompanied by an increasing preference towards branded & packaged food products. Traditionally loose & unbranded food products used to be the preferred form by Indian consumers. However, a host of factors, including a growth in disposable income levels, shift in demographic profile, preference for value added products, and availability are all changing that preference. This is most visible in urban markets, where branded & packaged food products have become the preferred choice among staples and grocery. Although their penetration in rural market is yet to become substantial, branded staples & grocery products have made considerable progress in capturing the wallet share of rural India. This transition has led to the rise of food & grocery brands, with several large FMCG conglomerate having multiple brands that clock annual turnover in excess of INR 1,000 crore. Branded Wheat Flour Market The branded & packaged wheat flour market in India is estimated to be worth INR 20,000 crore, with major national brands by conglomerates like ITC, Adani, and Patanjali cornering nearly half of the branded market. The branded wheat flour market in India has been growing by a CAGR of nearly 5% between 2020 and 2023. Assuming the historical growth rate continues unabated, the domestic market for branded wheat flour would reach nearly INR 24,000 crore in the next five years. However, in reality, the expected growth in branded wheat flour would be higher than the historical trend. The strengthening shift among Indian consumers towards branded wheat (from loose wheat), together with the initiatives taken by FMCG companies (to increase their footprint, as well as introduce lower priced SKU’s) would help in accelerating the future growth in branded flour market. Branded Spices According to World Spice Organization (WSO), the branded & packaged spice market in India (comprising of both ground and blended spice) was nearly INR 35,000 crore in 2023. The entry of national players (through inorganic route) together with increasing popularity of branded spice among consumers in India is accelerating the demand growth in 281branded spice market. As per WSO, the branded & packaged spice market in India is expected to clock a turnover of INR 50,000 crore per annum, by the end of next 3 – 4 years. [The remainder of this page has been intentionally left blank] 282KPI Comparison Accounting Ratios Companies (As on March 31, 2025) CMP# EPS (Basic in EPS (Diluted PE Ratio RONW (%) NAV (Per Face Value ₹) in ₹) Share) Patel Retail Limited 255 10.30 10.30 24.76 19.02% 54.08 10.00 Peer Group Avenue Supermarts Limited (Consolidated) 4,257.80 41.61 41.50 102.33 12.64% 329.27 10 Vishal Mega Mart Limited (Consolidated) 146.62 1.40 1.36 104.73 9.87% 13.92 10 Spencers Retail Limited (Consolidated) 57.20 -27.33 -27.37 -2.09 -37.24% -73.40 5 Osia Hyper Retail Limited 12.75 1.46 1.46 8.73 4.97% 23.85 1 Aditya Consumer Marketing Limited 42.71 -2.62 -2.62 -16.30 -18.51% 14.14 10 Sheetal Universal Limited 126.50 8.12 8.12 15.58 21.44% 38.27 10 Kovilpatti Lakshmi Roller Flour Mills Limited 129.05 1.27 1.27 101.61 1.72% 73.92 10 KN Agri Resources Limited (Consolidated) 251.00 14.76 14.76 17.01 10.50% 140.60 10 Madhusudhan Masala Limited 141.20 10.93 10.93 12.92 16.04% 64.73 10 # Current Market Price as on August 5, 2025, for all the Companies except Aditya Consumer Marketing Limited Note: For Aditya Consumer Marketing Limited CMP is considered as on August 4, 2025 CALCULATION USED: PE Ratio CMP/EPS(Basic) RONW (%) (PAT Before Comprehensive Income/Net Worth)100 NAV (Per Share) (Net Worth/No. of Equity Shares)100 283Company-wise Financials Financials for the period ending March 31, 2023 (₹ in Lakhs except data) Vishal Mega Aditya Kovilpatti Avenue Sheetal KN Agri Madhusudhan Key Indicators Spencers Mart Limited Osia Hyper Consumer Lakshmi Roller Supermarts Universal Resources Masala (In INR Lacs) Retail Limited Retail Limited Marketing Flour Mills Limited Limited Limited Limited Limited Limited Revenue from 4283956.00 245258.17 75,860.40 73881.67 9686.39 12881.23 33213.54 223615.00 12721.60 operations (1) Growth in Revenue from 38.30% 6.65% -86.43% 25.30% 10.75% 232.96% 21.51% 18.88% 351.61% Operations (2) EBITDA (3) 363703.00 357.51 1,02,051.30 3891.65 377.04 149.22 1886.42 5163.00 1138.92 EBITDA 8.49% 0.15% 134.53% 5.27% 3.89% 1.16% 5.68% 2.31% 8.95% Margin% (4) PAT 237834.00 -21039.68 32,127.30 950.14 122.25 206.03 1029.80 2937.00 575.45 PAT Margin % 5.55% -8.58% 42.35% 1.29% 1.26% 1.60% 3.10% 1.31% 4.52% (5) Net Worth (6) 1607878.00 -15046.87 5,15,608.80 11290.04 2761.55 656.41 5832.19 28220.00 1074.06 Capital 16,05,252.00 7,441.42 78,094.80 22,991.04 3,794.34 2,006.74 10,271.82 36,256.00 5367.85 Employed (7) RoE% (8) 14.79% 139.83% 6.23% 8.42% 4.43% 31.39% 17.66% 10.41% 53.58% RoCE % (9) 19.48% -128.43% 75.80% 15.38% 6.17% 18.46% 18.82% 13.62% 20.58% 284Financials for the period ending March 31, 2024 (₹ in Lakhs except data) Aditya Kovilpatti Key Avenue Sheetal KN Agri Madhusudhan Spencers Vishal Mega Osia Hyper Consumer Lakshmi Indicators (In Supermarts Universal Resources Masala Retail Limited Mart Limited Retail Limited Marketing Roller Flour INR Lacs) Limited Limited Limited Limited Limited Mills Limited Revenue from 50,78,883.00 234502.51 89,119.50 114447.45 9336.58 13194.53 41090.57 169967.00 16221.98 operations (1) Growth in Revenue from 18.56% -4.39% 17.48% 54.91% -3.61% 2.43% 23.72% -23.99% 27.52% Operations (2) EBITDA (3) 410377.00 -1164.64 124859.00 6725.31 -73.76 245.39 2377.86 4814.00 1732.01 EBITDA 8.08% -0.50% 140.10% 5.88% -0.79% 1.86% 5.79% 2.83% 10.68% Margin% (4) PAT 253561.00 -26615.10 46193.50 1829.76 -307.04 207.56 780.44 3126.00 919.73 PAT Margin 4.99% -11.35% 51.83% 1.60% -3.29% 1.57% 1.90% 1.84% 5.67% % (5) Net Worth (6) 1869734.00 -41583.83 562184.20 19933.55 2452.66 3,453.97 6667.37 31362.00 4605.28 Capital 1867593.00 88.43 1,11,186.30 32,221.62 3,131.39 4,961.85 16010.36 42454.00 9842.67 Employed (7) RoE% (8) 13.56% 64.00% 8.22% 9.18% -12.52% 6.01% 11.71% 9.97% 19.97% RoCE % (9) 18.84% -13401.96% 68.76% 19.54% -7.64% 9.01% 12.56% 12.00% 17.11% 285Financials for the period ending March 31, 2025 (₹ in Lakhs except data) Kovilpatti Key Aditya Avenue Osia Hyper Sheetal Lakshmi KN Agri Indicators Spencers Retail Vishal Mega Consumer Madhusudhan Supermarts Retail Universal Roller Flour Resources (In INR Limited Mart Limited Marketing Masala Limited Limited Limited Limited Mills Limited Lacs) Limited Limited Revenue from 5935805.00 199520.03 1071634.50 1,42,712.67 9741.00 10,567.47 42,658.78 172485.00 23092.48 operations (1) Growth in Revenue from 16.87% -14.92% 1102.47% 24.70% 4.34% -19.91% 3.82% 1.48% 42.35% Operations (2) EBITDA (3) 448733.00 -4326.36 153018.00 7199.59 -238.00 1384.08 1467.37 6059.00 2731.92 EBITDA 7.56% -2.17% 14.28% 5.04% -2.44% 13.10% 3.44% 3.51% 11.83% Margin% (4) PAT 270745.00 -24636.23 63196.70 1951.53 -383.00 929.82 115.17 3690.00 1502.25 PAT Margin 4.56% -12.35% 5.90% 1.37% -3.93% 8.80% 0.27% 2.14% 6.51% %(5) Net Worth (6) 2142670.00 -66160.57 640130.20 39253.09 2069.00 4383.79 6683.32 35151.00 9365.79 Capital 2142442.00 -5267.52 187593.80 57478.94 2665.00 6610.24 13774.83 40295.00 16856.98 Employed (7) RoE% (8) 12.64% 37.24% 9.87% 4.97% -18.51% 21.21% 1.72% 10.50% 16.04% RoCE % (9) 17.47% 156.24% 53.23% 11.60% -12.12% 22.81% 7.32% 15.13% 15.62% 286Operational KPI For period ending 31st March 2025 (₹ in Lakhs except data) Kovilpatti Osia Aditya Lakshmi Patel Avenue Vishal Spencers Sheetal KN Agri Madhusudhan Hyper Consumer Roller Particulars Retail Supermarts Mega Mart Retail Universal Resources Masala Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Geographical Segment Revenue Domestic 54,842.58 59,48,236.00 10,71,634.50 NA NA NA NA NA NA NA Revenue Domestic 66.82% 100% 100% NA NA NA NA NA NA NA Revenue (%) Export Revenue 27,226.71 NA NA NA NA NA NA NA NA NA Export Revenue NA NA 33.18% NA NA NA NA NA NA NA (%) Revenue split by Division Retail Sales 36,886.98 59,35,805.00 10,70,027.05 NA NA NA NA NA NA NA Retail Sales (as a 44.95% 99.79% 99.85% NA NA NA NA NA NA NA % of total) Sale - Process 36,117.33 NA NA NA NA NA NA NA NA NA Sale - Process NA NA 44.01% NA NA NA NA NA NA NA (as a % of total) Sale - Trading 8,317.62 NA NA NA NA NA NA NA NA NA Sale - Trading 10.13% NA NA NA NA NA NA NA NA NA (as a % of total) Other operating 747.36 12,431.00 1607.45 NA NA NA NA NA NA NA income Other operating 0.91% 0.21% 0.15% NA NA NA NA NA NA NA income (%) Retail Sales 287Kovilpatti Osia Aditya Lakshmi Patel Avenue Vishal Spencers Sheetal KN Agri Madhusudhan Hyper Consumer Roller Particulars Retail Supermarts Mega Mart Retail Universal Resources Masala Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited matrix Revenue per 878.26 NA NA NA NA NA NA NA NA NA store Revenue per Retail Business 0.21 0.34 NA NA NA NA NA NA NA NA area Retail Sales Category wise Revenue – Food 32.83% 57.73% NA NA NA NA NA NA NA NA Revenue – Non- 8.80% 20.01% NA NA NA NA NA NA NA NA Food (FMCG) Revenue – General Merchandise 3.32% 22.26% 100% NA NA NA NA NA NA NA and Apparel Retail Sales Private Labels Revenue – 6,287.44 NA 7,83,857.90 NA NA NA NA NA NA NA Private Label Revenue – Private Label (as 17.05% NA 73.15% NA NA NA NA NA NA NA % to Retail Sales) Since Operational KPI Data by peer company is normally reported in the annual report, hence the data is not available for the period ending on March 31, 2025 288For period ending 31st March 2024 (₹ in Lakhs except data) Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Geographical Segment Revenue Domestic 4,190.96 50,78,883.00 89,119.50 2,34,502.51 1,14,447.45 9336.58 11,574.17 NA 1,51,439.00 NA Revenue Domestic 50.47% 100% 100% 100% 100% 100% 89.29% NA 89.10% NA Revenue (%) Export Revenue 40,327.87 NA NA NA NA NA 1,388.68 NA 18,528.00 NA Export Revenue 49.53% NA NA NA NA NA 10.71% NA 10.90% NA (%) Revenue split by Division Retail Sales 28,972.19 50,66,904.00 88,919.40 2,23,657.56 NA 6,540.56 NA NA NA NA Retail Sales (as 35.58% 99.76% 99.78% 95.38% NA 70.05% NA NA NA NA a % of total) Sale – Process 37,256.33 NA NA NA NA NA 12,962.85 NA NA 16,221.98 Sale - Process 45.76% NA NA NA NA NA 100% NA NA 100% (as a % of total) Sale – Trading 14,116.18 NA NA NA NA NA NA NA NA NA Sale - Trading 17.34% NA NA NA NA NA NA NA NA NA (as a % of total) Other operating 1,074.13 11,979.00 200.10 10,844.95 NA NA NA NA NA NA income Other operating 1.32% 0.24% 0.22% 4.62% NA NA NA NA NA NA income (%) Retail Sales matrix 289Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Revenue per 877.95 NA NA NA NA NA NA NA NA NA store Revenue per Retail Business 0.21 0.33 NA NA NA NA NA NA NA NA area ₹ in Lakhs) Retail Sales Category wise Revenue – Food 26.27% 56.96% NA NA NA NA NA NA NA NA Revenue – Non- 6.82% 20.68% NA NA NA NA NA NA NA NA Food (FMCG) Revenue – General Merchandise 2.50% 22.37% 100% NA NA NA NA NA NA NA and Apparel Retail Sales Private Labels Revenue – 5,671.13 NA 6,39,934.20 NA NA NA NA NA NA NA Private Label Revenue – Private Label 19.57% NA 71.81% NA NA NA NA NA NA NA (as % to Retail Sales) In the absence of specific information, it is assumed that the entire revenue from operations is in India 290For period ending 31st March 2023 (₹ in Lakhs except data) Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Geographical Segment Revenue Domestic 35,233.34 42,83,956.00 75,860.40 2,45,258.17 73,881.67 9,686.04 2,155.10 NA 1,95,828.00 NA Revenue Domestic 34.59% 100% 100% 100% 100% 100% 16.73% NA 87.57% NA Revenue (%) Export 66,621.44 NA NA NA NA NA 10,726.12 NA 27,786.00 NA Revenue Export 65.41% NA NA NA NA NA 83.27% NA 12.43% NA Revenue (%) Revenue split by Division Retail Sales 26,655.66 42,70,542.00 75,629.90 2,34,076.03 NA 6,742.40 NA NA NA NA Retail Sales (as a % of 26.17% 99.69% 99.70% 95.44% NA 69.61% NA NA NA NA total) Sale - Process 31,042.15 NA NA NA NA NA 12,881.22 NA NA 12,721.60 Sale - Process (as a % of 30.48% NA NA NA NA NA 100% NA NA 100% total) Sale - Trading 43,120.98 NA NA NA NA NA NA NA NA NA Sale - Trading (as a % of 42.34% NA NA NA NA NA NA NA NA NA total) Other operating 1,035.99 13,414.00 230.50 11,182.14 NA NA NA NA NA NA income 291Kovilpatti Vishal Osia Aditya Lakshmi Patel Avenue Spencers Sheetal KN Agri Madhusudhan Mega Hyper Consumer Roller Particulars Retail Supermarts Retail Universal Resources Masala Mart Retail Marketing Flour Limited Limited Limited Limited Limited Limited Limited Limited Limited Mills Limited Other operating 1.02% 0.31% 0.30% 4.56% NA NA NA NA NA NA income (%) Retail Sales matrix Revenue per 832.99 NA NA NA NA NA NA NA NA NA store Revenue per Retail 0.22 0.31 NA NA NA NA NA NA NA NA Business area Retail Sales Category wise Revenue – 19.27% 56.03% NA NA NA NA NA NA NA NA Food Revenue – Non-Food 4.95% 20.93% NA NA NA NA NA NA NA NA (FMCG) Revenue – General Merchandise 1.74% 23.04% 100% NA NA NA NA NA NA NA and Apparel Retail Sales Private Labels Revenue – 4,924.49 NA 5,34,797.90 NA NA NA NA NA NA NA Private Label Revenue – Private Label 18.47% NA 70.50% NA NA NA NA NA NA NA (as % to Retail Sales) In the absence of specific information, it is assumed that the entire revenue from operations is in India 292OUR BUSINESS Some of the information contained in this section, including information with respect to our strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward-Looking Statements” on page 25 of this Prospectus for a discussion of the risks and uncertainties related to those statements and also the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 40 and 487, respectively of this Prospectus for a discussion of certain factors that may affect our business, results of operations and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these forward-looking statements. This section should be read in conjunction with sections titled “Risk Factors”, “Financial Information” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and on pages 40, 450 and 487, respectively. Unless otherwise stated, all financial and other data regarding our business and operations presented in this section are derived from our Restated Financial Statement. Certain information in this section is derived from the report titled “Industry Report on Food & Grocery Retailing and Food Processing” updated on August 07, 2025(“D&B Report”) prepared and released by Dun & Bradstreet Information Services Private Limited (“D&B”) and exclusively commissioned by and paid for by us pursuant to the vide the engagement letter dated February 12, 2024, in connection with the Offer. The data included herein includes excerpts from the D & B, which is available on the website of the Company at https://patelrpl.in/investor-relations/, and has also been included in “Material Contracts and Documents for Inspection –Material Documents” on page 642. For risks in relation to commissioned reports, please see “Risk Factors- Industry information included in this Prospectus has been derived from an industry report prepared by Dun & Bradstreet, exclusively commissioned and paid for by us for such purpose on page 98. 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. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for our financial statements, and other financial and operational information included in this Prospectus. 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. Further, these key performance indicators, including the manner in which they are computed, may differ from similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, 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. Our fiscal year ends on March 31 of each year, so all references to a particular “fiscal year”, “Fiscal” and “Fiscal Year” are to the 12 months period ended March 31 of that fiscal year. All references to a year are to that Fiscal Year, unless otherwise noted. OVERVIEW We are primarily engaged as a retail supermarket chain operating in tier-III cities and nearby suburban areas, with focus on “value retail”, offering food, non-food (FMCG), general merchandise and apparel catering to the needs of the entire family. Incorporated in Fiscal 2008, our Company started its first store under the brand “Patel’s R Mart” at Ambernath, Maharashtra and since, our operations are spread across the suburban area of Thane and Raigad district in Maharashtra. As on May 31, 2025 we operate and manage forty three (43) stores, with a Retail Business Area25 of approx. 1,78,946 sq.fts. With our objective to increase margin and to promote our brand “Patel’s R Mart”, we launched our private label goods comprising of Pulses (“Patel Fresh”) and spices (“Indian Chaska”), which we buy in bulk quantities and package and brand after our quality checks and inspections at our processing and packing facility at Ambernath, Maharashtra (“Facility 1”), and mens wear (“Blue Nation”), home improving products (“Patel Essentials”), ready-to-cook / instant mix (“Patel Fresh”), ghee and papad (“Indian Chaska”) which we buy from third party vendors under our brands. Since incorporation in Fiscal 2008, we have increased our store offerings and as on May 31, 2025 we offer around 38 product categories with over 10,000 product SKUs in our stores. 25 The total built-up area of a store as per the lease/leave and license/sale agreement, as the case maybe 293As our backward integration strategy and to control our supply chain, we started our production facility at Survey No. 145/1, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat - 370115 (“Facility 2”), where we process peanuts and whole spices, such as coriander seed and cumin seeds. Further as a part of our strategy to broaden our product offering across the value chain, we built an agri processing cluster spread over 15.925 Acres of land area at Survey No. 170/2, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat – 370115, comprising of 5 (five) production units collectively (“Facility 3”), 1 (one) fruit pulp processing unit (“F&V Unit”), dry warehouse of 2546.29 sq. mtr. with storage capacity of 3040 MT, cold storage with capacity of 3000 MT and also our inhouse testing & research laboratory (collectively referred to as “Agri-cluster”). Our Facility 1, Facility 2 and Facility 3 will be hereinafter collectively referred to as “Facilities”, our Facility 1, Facility 2 and Agri-cluster will be hereinafter collectively referred to as “Manufacturing Facilities”, and Facility 2 and Agri-cluster will be collectively referred to as “Kutch Facilities” Further, by capitalizing our sourcing strength we ventured into export of staples, groceries, pulses, spices and pulps. We export these products under our brand Patel Fresh & Indian Chaska and also that of the brand of our customers from our Manufacturing Facilities. Furthermore, we also undertake domestic and export trading of assorted/ mix container of food and non-food products, such as FMCG goods, household items, kitchen appliances, etc. from reputed third-party brands and also into bulk trading of agri commodities such as, rice, sugar, pulses, edible oil etc. We have exported to over thirty-five (35) countries during the disclosed financial period. Our journey since our incorporation can be summarized as herein below: *Launched Indian Chaska brand of blended spices in consumer packs Our business can be categorized (Retail and Non-Retail) as detailed herein below: 294BUSINESS CATEGORIES Retail Business Positioned as a dependable neighborhood supermarket that offers value for money, our retail business runs under the “Patel’s R Mart” brand. We offer convenience by being located in residential areas and cater to both bulk buying and top up requirements of our customers. Our Company follows the concept of value retailing to target the strata of the population belonging to the expanding ‘lower-middle class’, ‘middle class’ and ‘aspiring upper-middle class’, based on our customer’s socio-economic conditions, purchasing power, demographic details and customer trends. Our business approach is to make available quality goods at competitive prices. The majority of products stocked by us are everyday products forming part of basic rather than discretionary spending. Our store offerings provide our customers with a distinctive shopping experience, comprising of a wide range of everyday value retail products sold in a modern ambience and with the feel of a retail mall. We believe our endeavor to facilitate one-stop-shop convenience for our customers’ everyday shopping needs, along with our competitive pricing due to our local market knowledge, careful product assortment and supply chain efficiencies, has helped us achieve growth and success. Our wide range of product offerings focus on foods, non-food (FMCG), general merchandise and apparel. Further, our Company was also operating two (2) exclusive ready made garment outlets under the brand “R Choice”. We also earn rental income from our vendors as display and listing income, shop-in-shop arrangements such as, vegetable stall, sandwich, chat and ice cream stalls. Our store offerings can be summarized as herein below: 295Our retail sales (i.e., revenue from our store sales) based on the product offerings for the Fiscal 2025, Fiscal 2024 and Fiscal 2023is as follows: Fiscal 2025 Fiscal 2024 Fiscal 2023 As a % to Category As a % to As a % to Retail sales Retail sales Revenue revenue revenue from revenue from (₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs) from operations operations operations Food 26,943.37 32.83% 21,384.99 26.27% 19,630.03 19.27% Non-Food (FMCG) 7,220.01 8.80% 5,553.92 6.82% 5,041.37 4.95% General Merchandise 2,723.59 3.32% 2,033.28 2.50% 1,770.08 1.74% & Apparel R Choice - - - - 214.18 0.21% Total 36,886.98 44.95% 28,972.19 35.58% 26,655.66 26.17% *As certified by our Statutory Auditor-Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. Our retail stores sells third party reputed brand products, unbranded products and also our private label products. Our revenue from sales of private label products constitutes ₹ 6,287.44 Lakhs, ₹ 5,671.13 Lakhs and ₹ 4,924.49 Lakhs representing 17.05%, 19.57% and 18.47% of our retail sales and 7.66%, 6.97% and 4.83% of our revenue from operations, during the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. As on May 31, 2025 we offer around 38 product categories with over 10,000 product SKUs in our supermarkets. We have established our stores in the central suburban area of the MMR i.e. in Thane district and Raigad district of Maharashtra, thus focusing on the growing tier-III cities and the suburban areas. Our stores are primarily located using a cluster approach on the basis of adjacencies and focusing on efficient supply chain, targeting densely-populated residential areas with a majority of lower-middle class, middle class and aspiring upper-middle class customer with an average store size of around 4000 sq. ft. As of May 31, 2025, we have Forty Three (43) stores with aggregate retail business area of approx. 1,78,946 sq. ft. At the end of Fiscal 2025, Fiscal 2024 and Fiscal 2023, we had 42, 33 and 30 stores with retail business area of approx. 1,74,996 sq. ft., 1,37,296 sq. ft. and 122,489 sq. ft., respectively. Our stores 296are located across 17 cities / suburbans area within the Thane and Raigad district of Maharashtra. We plan to deepen our store network in the western suburban area of the MMR such as Mira Road, Bhayander, Virar, Vasai and also in the municipal region of Pune, Maharashtra following our cluster-focused expansion strategy. We believe that selection of suitable locations for our stores has been critical to our expansion plans. We aim to enter our target markets to take advantage of the opportunities offered by these under-served regions and actively search for suitable locations. We follow a cluster approach and target densely-populated neighbourhoods and residential areas with a majority of lower- middle, middle class and aspiring upper-middle class consumers. Retail sales based on our store location is detailed as herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 Location No. of Retail sales No. of Retail sales No. of Retail sales stores (₹ in Lakhs) stores (₹ in Lakhs) stores (₹ in Lakhs) Ambernath 6 5,946.19 6 5,461.66 6 5,311.45 Ambernath (R - - - - 2 214.18 Choice)* Badlapur 6 5,564.2 6 5,218.53 5 4,790.70 Bhiwandi 4 2,093.1 2 176.18 - - Diva 1 404. - - - - Dombivli 7 4,111.6 7 3,793.24 7 3,103.34 Kalyan 7 5,868.6 5 4,667.42 5 4,488.47 Khopoli 1 921.0 1 825.32 1 185.18 Murbad 1 1,211.2 1 985.52 1 848.27 Neral 1 436.6 - - - - Padgha 1 296.6 0 - - - Shahapur 1 2,007.8 1 1,825.64 1 1,687.67 Shahad 1 820.1 1 758.47 1 783.31 Titwala 1 3,221.75 1 2,986.89 1 2,854.30 Ulhasnagar 2 2,523.23 2 2,273.32 2 2,388.78 Vasind 1 1,199.2 0 - - - Vangani 1 261.2 0 - - - Total 42 36,886.98 33 28,972.19 32 26,655.66 *Our Company sold all the inventories of the 2 stores, being our exclusive garment outlets and thus terminating the lease for the 2 stores during Fiscal 2023. Till such termination the Company has accounted a revenue of ₹214.18 Lakhs during the Fiscal 2023. **As certified by our Statutory Auditor- Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to their certificate datedJune 24, 2025. We have witnessed steady growth in our total number of bill cuts. Our total number of bill cuts were, 52.15 Lakhs, 39.73 Lakhs and 33.73 Lakhs for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. During the same period, our average annual revenue per store was ₹878.26 Lakhs, ₹877.95 Lakhs and ₹832.99 Lakhs, respectively. Further for Fiscal 2025, Fiscal 2024 and Fiscal 2023, our average annual revenue per retail business area sq. ft. was ₹21,078.76, 297₹21,101.99 and ₹21,761.68, respectively. Further revenue from our stores based on the year of existence for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is as detailed hereunder: Fiscal 2025 Fiscal 2024 Fiscal 2023 Year since existence of No. of Retail sales No. of Retail sales No. of Retail sales stores stores (₹ in Lakhs) stores (₹ in Lakhs) stores (₹ in Lakhs) 0 – 5 years 19 10,626.44 13 7,893.50 12 6,930.23 5 – 10 years 9 13,330.63 8 10,814.38 6 9294.63 10 + years 14 12,929.91 12 10,264.31 12 10,216.62 Total 42 36,886.98 33 28,972.19 30 26,441.48 *Our Company sold all the inventories of the 2 stores, being our exclusive garment outlets and thus terminating the lease for the 2 stores during Fiscal 2023. Till such termination the Company has accounted a revenue of ₹214.18 Lakhs during the Fiscal 2023. **As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. [Remainder of the page has been intentionally left blank.] 298We operate and manage all our stores. We operate predominantly on lease model, where our average lease period is around 5 years. We open new stores using a cluster approach on the basis of adjacencies and focusing on an efficient supply chain, targeting densely-populated residential areas with a majority of lower-middle class, middle class and aspiring upper-middle class customer. Our Distribution Centre and Facility 1 situated at Ambernath, Maharashtra, forms the backbone of our supply chain to support our retail store network which is within a radius of 60 kms. In addition to sale to our walk-in customers, we also serve our customers online through our mobile based application, where we connect our online customer to the nearest stores for order placement and free home delivery. Our mobile application is available both on IOS and android. We launched our mobile application “Patel’s R Mart” during the Fiscal 2021. As on May 31, 2025 we have over 86,000+ downloads with over 17,000 active users. (Sources: Shalvi 299Advision). Our revenue from e-tail sales is ₹124.77 Lakhs, ₹95.54 Lakhs and ₹104.04 Lakhs against an of 7,853, 6,056 and 5,253 number of orders for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our stores are supported by IT and operational management systems specific to our business needs. These systems streamline many of our functions including procurement, sales, supply chain and inventory control processes and generate updated information on a real time basis. As a result, we are able to procure our merchandise from our Distribution Centre or directly from our suppliers thus managing our store inventory levels efficiently to better respond to our customers’ changing preferences and needs. Our business is based on the primary concept of ‘value retailing’ and guided by our principles ‘Save Money, Be Smart’ and ‘Kharidari ki Aazadi, Bachat ka Adhikar’, following which we aim to provide a complete family shop by offering a wide range of products at discount to MRP. Our leadership position in the MMR, based on the number of stores that we operate (Source: D&B Report. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/.) and market penetration of our products has been possible due to the extensive store network that we have built over the years; the advertisement and promotion campaigns we have consistently spent on, to bring in the pull from the customer and the focus that we have placed on quality, both of the product and of the packaging of our private label and the product assortment. In Fiscal 2025, we spent ₹283.77 lakhs or 0.77% of our total retail sales on advertising, incentive and trade promotion expenses. We have been consistently increasing our advertisement and promotion expenditure over the years with a strong focus to grow our market share. For instance, our advertisement and promotion expenditure (including incentive scheme) for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were ₹283.77 Lakhs, ₹ 256.62 Lakhs and ₹135.77 Lakhs, respectively, which represented 0.77%, 0.89% and 0.51% respectively of our retail sales. We source our products, including private labels, directly from the regions where such products are widely available or manufactured, to minimize our procurement costs and offer quality products at such costs. Product category under our private label category includes, pulses, spices, ghee, papad, apparels and home improving products. Private label products such as mens wear, home improving products such as phenyl, detergent, dish wash liquid, mop and plastic bucket, ready-to-cook / instant mix such as basundi mix, falooda mix, ghee and papad which we procure from third party manufacturers under our brand. Further for, pulses staples and groceries and spices (whole and grounded), we buy in bulk quantities,pack and brand them after our quality checks and inspections at our processing and packing facility at Ambernath, Maharashtra (Facility 1). Our strong sourcing capability is backed by an efficient logistics network, which is supported by eighteen (18) vehicles of which two (2) vehicles are used for procurement of goods, sixteen (16) vehicles for supply of goods from distribution centre to our stores and a fleet of around fifty-seven(57) third party tempos for providing home delivery of order placed by our customers as on March 31, 2025. We are also supported by strong IT infrastructure, systems and processes, thus enabling us in achieving our concept of ‘value retailing’. Non- Retail Processing As our backward integration strategy to control our supply chain, we started our processing and packaging facility and our product testing laboratory, to undertake essential quality check of our raw materials and finished goods at Facility 1 where we process whole spices, such as coriander seed, cumin seeds, pulses, staples and groceries. We undertake the process of cleaning, drying, grading, sorting and packaging under our own brand or that of our customers, as per their specification. Our Facility 1, including testing lab is spread over an area of 7,678 sq. ft. (excluding Distribution Centre area) and is equipped with modern semi-automated machines and manual machines. Our Facility 1 is accredited with ISO 22000:2018 for Food Safety Management System, BRC, Agricultural and Processed Food Products Export Development Authority (APEDA), Spice Board and with FSSAI license under Food Safety and Standards Act 2006. 300Further, we expanded our manufacturing / processing capability by setting-up our Facility 2 where we process peanuts and whole spices, such as coriander seed and cumin seeds. Our Facility 2 is spread over an area of 3.27 acres of freehold land with a constructed area of 7460.54 sq. mtr. Our Facility 2 is equipped with modern plant and machineries, including imported machineries to facilitate efficient production process of cleaning, drying, grading, sorting and packaging. Our Facility 2 have dedicated and earmarked areas where we process spices and peanuts to avoid any cross contamination. The spices and peanuts are processed at our Facility 2 with utmost care and by way of natural process with scientific methods so as to retain the natural properties of the food, with intended shelf life. We also sell agri waste material, such as peanut shells generated during our production process, which makes our Facility 2 a zero waste processing unit. Our Facility 2 is accredited with ISO 9001:2015 for quality management system, ISO 22000:2018 for Food Safety Management System and with FSSAI license under Food Safety and Standards Act 2006. [The remainder of this page has been intentionally left blank] 301Further as a part of our strategy to broaden our product offering across the value chain, we built an agro processing cluster spread over 15.925 acres at Survey No. 170/2, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat - 370115 in Kutch, Gujarat under the Pradhan Mantri Kisan SAMPADA Yojana scheme of the Ministry of Food Processing Industries, Government of India comprising of five (5) production units collectively ( “Facility 3”), 1 (one) fruit pulp processing unit (“F&V Unit”), dry warehouse of 2546.29 sq. mtr. with storage capacity of 3040 MT, cold storage with capacity of 3000 MT and our inhouse testing and research lab (collectively referred as “Agri- cluster”) The detail of our units in the Agri-cluster as of May 31, 2025is as under: Unit Manufacture/Process Products Capacity Status Unit-1 (Manufacturing Cleaning, Grading, Mustard, Fennel, Fenugreek, Operational since of Whole 3 TPH Sorting and Packaging Carom etc. January 2022 Spices and Oilseeds) • Ground spices which comprises of various varieties of Chilli Powder, Turmeric Powder, Unit-2 Coriander Powder and Cumin (Manufacturing Pulvurisation and Powder Operational since of Ground and 2 TPH Blending of Spices • Manufacturing of blended spices January 2022 Blended such as, Garam Masala, Tea Masala, Spices) Chhole Masala, Sambhar Masala, Pav Bhaji, Masala, Pani Puri Masala, Sabji Masala, Kitchen King Masala, Chicken Masala, 302Unit Manufacture/Process Products Capacity Status Meat Masala, Chatpata Chat Masala, Butter Milk Masala, Chewda Masala, Dry Ginger Powder (Sunth), Black Pepper Powder (Mari), Dry Mango Powder (Aamchur), etc. Unit-3 (Manufacturing Cleaning, Grinding Chakki Atta, Maida, Suji, Rava, Operational since 8.5 TPH of Wheat and Production Tandoori Atta and Bran July 2022 Flour) Unit-4 Cleaning, Shelling, (Processing for Sorting, Roasting, Regular Peanuts and Blanched Operational since 10 TPH Peanuts and Blanching and Peanuts May 2022 Blanching) Packaging Unit-5 Sorting, Grading, Operational since (Processing of Cleaning and Sesame 4.5 TPH March 2025 Sesame Seed) Packaging Water Treatment, Sugar Syrup Operational since F&V Unit Preparation, Dilution Mango Pulp 1 TPH June 2022 of Pulp, Blending and Homogenization 3040 MT Dry Operational since - - (Storage Warehouse June 2022 Capacity) 3000 MT Operational since Cold storage - - (Storage June 2022 Capacity) Operational since Laboratory - - NA June 2022 [Remainder of the page has been intentionally blank] 303Layout of Agri-cluster Our Agri-cluster is spread over an area of 15.925 acres of freehold land at Survey No. 170/2, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat- 370115. Our Facility 3 and F&V Unit, within the Agri-cluster is equipped with modern plant and machineries, including imported machineries to facilitate efficient production process of cleaning, drying, grading, grinding and packaging. Our units within the Facility 3 and F&V Unit have dedicated and segregated factory premises for each and every abovementioned 5 units, where we process whole spices, powder spices, wheat flour, peanuts and sesame to avoid any cross contamination. All spices, wheat flour and other products are manufactured at our respective factory premises with utmost care and by way of natural process with scientific methods so as to retain the natural properties of the food like color and odor with intended shelf life. We also commercialise the by-product and waste material, i.e., wheat bran and other waste materials generated during our manufacturing process as cattle feed, which makes our Facility 3 and our F&V Unit a zero waste manufacturing unit. Our Agri-cluster is accredited with FSSAI license under Food Safety and Standards Act 2006. Further, our Unit IV of Facility 3 is also accredited with ISO 22000:2018 for Food Safety Management System and Agricultural and Processed Food Products Export Development Authority (APEDA). Furthermore, Unit I and Unit II of Facility 3 is registered with the Spices Board India. As on May 31, 2025, we have 56 permanent employees on the payroll of the Company in our Facility 1, Facility 2 and Agri-cluster, collectively. We manufacture, process and sell our products under our brands “Indian Chaska”, and “Patel Fresh”. We sell these products in retail and wholesale packs. Retail packs vary from ₹5/- sachet, ₹10/- sachet, 50gms to 10 kgs, including packs of 25 kgs or 30 kgs subject to GST, while wholesale pack would vary from 10 kgs to 50 kgs and is available in HDPE Bags, Jute Bags and PP Bags. Further, we sell mango pulp in tin can of 850 ml to preserve the quality and shelf life. On packaging, we focus both on the design and the quality to make the products look attractive and user friendly for the customer. Further, we also manufacture these products as per the specification of our customers and under their brand name. Our sale of manufactured and processed products can be broadly categorized as herein below: Branded sales (Domestic) In the branded sales, we manufacture and market spices, wheat flour and refined wheat flour, pulses, staples and groceries and mango pulp under our own brands. Spices such as whole spices, grounded spices and blended spices are sold under the ‘Indian Chaska’ brand, whereas wheat flour and refined wheat flour are sold under the ‘Indian Chaska’ and ‘Patel Fresh’ brand while pulses are sold under the ‘Patel Fresh’ brand. We position our ‘Indian Chaska’ brand as a premium product to cater to our quality conscious customers. Presently most of our sales is derived from the state 304of Gujarat and Maharashtra. We have built a network of wholesalers and retail touch points, to whom we sell through our commission agents and and also directly through our sales and marketing team. We sell our products across nine (9) states with majority of our sales coming from the state of Maharashtra and Gujarat. As of May 31, 2025 we have a two (2) member sales team to cater to our existing and potential customer. Further, we also sell our branded products to institutional customers in bulk and also through our factory outlets situated in our Facility 3. We focus on the quality of our products which pass through stringent quality checks across their processing / manufacturing stages. On packaging, we focus both on the design and the quality to make the products look attractive and user friendly for the customer. Our region wise sales break-up are as under: Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars As a % of As a % of As a % of Revenue Revenue Revenue Revenue from Revenue from Revenue from (₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs) Operations Operations Operations Gujarat 7,581.22 9.24% 1,883.77 2.31% 1,060.31 1.04% Maharashtra 1,178.79 1.44% 1,079.05 1.33% 1,228.66 1.21% Rest of India 529.15 0.64% 366.32 0.45% 282.81 0.28% Total 9,289.16 11.32% 3,329.14 4.09% 2,571.79 2.52% *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. Our revenue based on our network of sales: Fiscal 2025 Fiscal 2024 Fiscal 2023 As a % of Revenu As a % of As a % of Particula Netwo Netwo Revenue Networ Revenue Revenue e Revenue Revenue rs rk (in rk (in (₹ in k (in (₹ in from (₹ in from from nos.) nos.) Lakhs) nos.) Lakhs) Operation Lakhs) Operations Operations s Wholesaler 132 9,047.23 11.02% 121 2,889.55 3.55% 89 1,453.66 1.43% Retail 56 121.22 0.15% 165 414.90 0.51% 291 1,000.53 0.98% outlets Others (Institution al and NA 120.71 0.15% NA 24.70 0.03% NA 117.59 0.12% factory outlet sales) Total 9,289.16 11.32% 3,329.14 4.09% 2,571.79 2.52% 305Our revenue based on our product categories are detailed as herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 As a % of As a % of As a % of Particulars Revenue Revenue Revenue Revenue Revenue Revenue (₹ in (₹ in Lakhs) from from (₹ in Lakhs) from Lakhs) Operations Operations Operations Staples & Groceries 116.02 0.14% 665.52 0.82% 56.07 0.06% (including pulses) Whole spices 7,268.42 8.86% 1,743.64 2.14% 1,783.29 1.75% Grounded / 423.20 0.52% 121.89 0.15% 123.71 0.12% Blended spices Wheat flour 1,472.34 1.79% 766.34 0.94% 579.21 0.57% Mango Pulp 9.18 0.01% 31.75 0.04% 29.50 0.03% Total 9,289.16 11.32% 3,329.14 4.09% 2,571.79 2.52% *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. We are constantly striving to expand our line of products and we are always on the lookout for complementary products that will add to our solution bouquet. We would seek product lines which have better scope for value addition and therefore increase our average margins. Unbranded Sales (Domestic) Under the unbranded sales category we sell our products such as, peanuts, wheat flour, mango kernels (by-product), pulses, staples and groceries, dry fruits, cumin waste, etc. either as unbranded or under the brand of our customer, as per their specifications. We serve our customers across various industries such as- food industry (manufacturers of biscuits and namkeens, snack foods, ready-to-eat, oil industry and food ingredients), cattle feed and others. We sell our product under this category in bulk i.e. majorly in excess of 30 kgs per bag. We also sell to traders and re-packers and the products ultimately gets sold either in their own brands, in bulk or gets consumed by them. This vertical adds value to our business by ensuring higher capacity utilization and improving the overall production efficiency and costs. While we cater to our customers across India for our products such as peanuts, sooji, wheat flour and refined wheat flour, we generate our revenue predominantly from the state of Gujarat. Our revenue based on customer category is as detailed hereunder: Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue as a Revenue as a Revenue as a Particulars Revenue % of % of Revenue Revenue Revenue % of Revenue (₹ in Revenue from (₹ in Lakhs) (₹ in Lakhs) from Lakhs) from Operations Operations Operations Institutional 2,832.03 3.45% 3,383.10 4.16% 1,309.15 1.29% Wholesalers 3,857.78 4.70% 3,477.17 4.27% 2,770.11 2.72% Others 318.41 0.39% 85.90 0.11% 81.48 0.08% Total 7,008.22 8.54% 6,946.17 8.53% 4,160.74 4.08% 306Export sales We export our products under our own brand (branded export) and also as unbranded or that in the brand of our customer (unbranded export). We majorly export peanuts, both regular and blanch in unbranded form. While we export whole spice, powder spices, pulses, staples and groceries and wheat flour in bulk form to players operating with their own brands, to those who sell these products in unbranded or loose form. We also export wholespices, grounded spices and blended spices under our brand ‘Indian Chaska’ and wheat flour, pulses, staples and groceries under the brand ‘Patel Fresh’. We have exported our manufacturing products to over thirty-five (35) countries during the disclosed financial period. Our ultimate customers in export are traders, re-packers who sell these products either in their own brands, in our brands or gets consumed in bulk form and tier-II stores. Our export revenue from branded export and unbranded export is detailed as herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 As a % of As a % of Particulars Export Export Export As a % of Revenue Revenue Revenue Revenue Revenue Revenue from from from (₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs) Operations Operations Operations Branded Sales 14,330.72 17.46% 24,255.44 29.79% 18,140.55 17.81% -Whole spices 3,899.84 4.75% 10,537.37 12.94% 7,685.42 7.55% -Staples and Groceries 6,749.93 8.22% 9,009.67 11.07% 10,354.54 10.17% (including pulses) - Grounded/powde 1,076.67 1.31% 1,126.91 1.38% 84.05 0.08% r spices - Wheat flour 2,550.17 3.11% 3,504.98 4.30% 16.54 0.02% - Mango Pulp 54.11 0.07% 76.52 0.09% - - Unbranded 6,781.79 8.26% 3,952.22 4.85% 6,854.75 6.73% Sales - Peanuts 5,354.66 6.52% 1,062.44 1.30% 4,290.72 4.21% - Others 1,427.12 1.74% 2,889.78 3.55% 2,564.03 2.52% Total 21,112.50 25.73% 28,207.66 34.65% 24,995.30 24.54% *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. The unbranded export sale adds value to our business by ensuring higher capacity utilization and improving the overall production efficiency and costs. Our revenue from export based on the countries to which we export is detailed as herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 Export As a % of Particulars As a % of Export As a % of Export Revenue Revenue Revenue from Revenue Revenue from Revenue (₹ in from Operations (₹ in Lakhs) Operations (₹ in Lakhs) Lakhs) Operations -Sri Lanka 5,048.95 6.15% 9,031.20 11.09% 8,575.46 8.42% -China 136.14 0.17% 118.43 0.15% 705.58 0.69% -Saudi 4,155.45 5.10% 2,371.48 2.33% Arabia 1,653.38 2.01% -Mauritius 367.56 0.45% 726.33 0.89% 2,611.69 2.56% -UK 3,936.79 4.80% 6,153.79 7.56% 1,732.82 1.70% -UAE 167.46 0.20% 613.35 0.75% 1,654.41 1.62% -Vietnam 100.28 0.12% - - 2,706.16 2.66% -Thailand 397.27 0.48% 693.86 0.85% 442.10 0.43% -Canada 3,323.67 4.05% 3,221.66 3.96% 746.56 0.73% 307-USA 1,104.76 1.35% 645.10 0.79% 1,227.90 1.21% -Others 4,876.23 5.94% 2,848.48 3.50% 2,221.14 2.18% Total 21,112.50 25.73% 28,207.66 34.65% 24,995.30 24.54% *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. In addition to our sales team we have a network of commission agents who helps us in identifying new customers. For the Fiscal 2025, Fiscal 2024 and Fiscal 2023 our commission expense for export sales was ₹13.42 Lakhs, ₹70.56 Lakhs and ₹44.12 Lakhs representing 0.05%, 0.17% and 0.07% of our revenue from export sales (manufacturing & processing), respectively. Trading We undertake export and domestic trading of assorted / mix container of food products and non-food products. We trade in these products in mix container, as per our customer’s requirements and also in bulk containers. We source the food products and non-food products from reputed third-party brand. Our ultimate customers in export market is tier-II stores and traders and re-packers who sell these products either in their own brands or gets consumed in bulk form while, our domestic customers are largely wholesalers, institution such as, restaurant, hotels, NGOs. We export our products to our customers directly and also through commission agents. Further, we also engage in trading of agri-products in bulk such as- rice, sugar, pulses, edible oil, etc. in domestic as well as export markets. For instance, we exported Nil MT of sugar during Fiscal 2025, 15,212 MT of sugar during Fiscal 2024 and 75,857 MT of sugar during the Fiscal 2023. We sell these products to wholesalers, institution such as, restaurant, hotels, NGOs and in the export market to wholesalers and dealers, including tier II retailers. Our revenue from export based on the geography to which we sell is detailed herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 Trading Trading Particulars As a % of Trading As a % of As a % of Revenue Revenue Revenue from Revenue Revenue from Revenue from (₹ in (₹ in Operations (₹ in Lakhs) Operations Operations Lakhs) Lakhs) Domestic (A) 2,079.14 2.53% 1,671.72 2.05% 1,153.70 1.13% Export (B) 6,238.48 7.60% 12,444.30 15.28% 41,967.28 41.20% - UAE 8.72 0.01% 1,902.00 2.34% 14,502.22 14.24% - Sri Lanka 447.64 0.55% 3,915.50 4.81% 8,401.15 8.25% - UK 808.45 0.99% 1,659.76 2.04% 6,468.82 6.35% - China 9.41 0.01% 10.15 0.01% 4,001.87 3.93% - Singapore - - 289.58 0.36% 1,843.18 1.81% - USA 1,134.65 1.38% 995.55 1.22% 1,405.64 1.38% - Kuwait 30.22 0.04% 144.60 0.18% 1,143.33 1.12% - Afghanistan - - 1,974.58 2.43% - - - Saudi Arabia 794.17 0.97% 566.75 0.70% 126.48 0.12% - Others 3,005.20 3.66% 985.84 1.21% 4,074.59 4.00% Grand Total (A+B) 8,317.62 10.13% 14,116.02 17.34% 43,120.98 42.34% *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. 308Further, our revenue classification based on the product we trade is detailed herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 Trading As a % of As a % of Particulars Trading Trading As a % of Revenue Revenue Revenue Revenue Revenue Revenue from (₹ in from from (₹ in Lakhs) (₹ in Lakhs) Operations Lakhs) Operations Operations Bulk Tradings 5,242.45 6.39% 10,947.36 13.45% 39,542.57 38.82% Reputed third- 3,075.17 3.75% 3,168.66 3.89% 3,578.42 3.51% party Brand Total 8,317.62 10.13% 14,116.02 17.34% 43,120.98 42.34% *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate June 24, 2025. Our revenue from trading activity is primarily contributed by our export sales. Our revenue from trading activity was ₹8,317.62 Lakhs, ₹14,116.02 Lakhs and ₹43,120.98 Lakhs, which constituted 10.13%, 17.34% and 42.34% of our revenue from operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. We undertake export of our products directly or through sales and commission agents. We have incurred an expense of ₹11.14 Lakhs, ₹94.25 Lakhs and ₹249.54 Lakhs towards sales and commission expense for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Key financials Our total revenue reduced from ₹1,01,980.36 Lakhs in Fiscal 2023 to ₹82,599.01 Lakhs in Fiscal 2025, primarily on account of reduction in trading sales. However, our EBITDA grew at a Compounded Annual Growth Rate (CAGR) of 20.16% from ₹4,323.96 Lakhs in Fiscal 2023 to ₹6,243.27 Lakhs in Fiscal 2025. Our net profit after tax, as restated, grew at a CAGR of 24.23% from ₹1,637.97 Lakhs in Fiscal 2023 to ₹2,527.81Lakhs in Fiscal 2025. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we generated ₹27,350.98 lakhs, ₹40,651.96 lakhs and ₹66,962.58 lakhs, respectively, from gross export sales (processing plus trading sales), representing 33.33%, 49.93% and 65.74%, respectively, of our revenue from operations. Key Strengths We believe the following are our key strengths: Deep knowledge and understanding of optimal product assortment and inventory management using IT systems Under our retail business, we sell a wide range of goods and merchandise across our product categories i.e. Food, Non-Food (FMCG), general merchandise and apparels. For instance, each of our retail stores offer over 10,000 SKUs. We focus on using our deep knowledge of the clusters and regions in which we operate to customise our product assortment in each store keeping in mind local demands and preferences. We also continuously focus on enhancing the goods and merchandise we carry. We have benefitted from our in-depth understanding of local needs and our ability to respond quickly to changing consumer preferences. This has been achieved in part due to our advanced IT systems. We use our IT systems for procurement, sales and inventory management which enables us to identify and quickly react to changes in customer preferences by adjusting our products available, brands carried, stock levels and pricing in each of our stores and effectively monitor and manage the performance of each of our stores. We believe that our approach of focusing on our inventory management based on customer preference have enabled us to launch products under our brand in a wide product categories. Our revenue from sale of private label goods through our network of supermarkets was at ₹6,287.44 Lakhs, ₹5,671.13 Lakhs and ₹4,924.45 Lakhs which constituted 17.05%, 19.57% and 18.47% of our revenue from retail sales for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. 309Our IT systems are built with a wide range of data management tools specific to our business needs and support key aspects of our business, including procurement, sales and inventory control on a daily basis. Our IT systems also support our cash management, in-store systems, logistics systems, human resources and other administrative functions. Our IT systems run on ERP applications and are robust and scalable. Together with our supply chain management systems and our internal controls to minimise product shortage and the occurrence of out-of-stock situations and pilferage, we are able to operate efficiently and productively with minimal disruptions to our day-to-day operations. The combination of our IT system and internal control have helped us to reduce our losses from pilferage from ₹94.73 lakhs in Fiscal 2021 to ₹8.91 lakhs in Fiscal2025. Further, our inventory turnover ratio (computed by dividing revenue from retail sales by average inventory of our Retail Business, which is an average of opening inventory and closing inventory of our Retail Business) was 5.18, 6.30 and 7.39, respectively in the Fiscals 2025, 2024 and 2023, respectively. Steady footprint expansion using a distinct store acquisition strategy and ownership model Our business has grown steadily in recent years, primarily through expansion of our store network from one store in Fiscal 2008 to 42 stores as of March 31, 2025 across 16 cities/ suburban areas within the Thane and Raigad District in the state of Maharashtra. Key highlights of our expansion in the last three Fiscals are set out below: Parameters Fiscal 2025* Fiscal 2024* Fiscal 2023* New stores opened in Fiscal/period*** 9 3 4 Cumulative number of Stores 42 33 30** Retail Business Area at Fiscal/period end (in sq. ft.) 1,74,996 1,37,296 1,22,959 Retail sales per Retail Business Area sq. ft. (in ₹) 21,079 21,102 21,678 Number of bill cuts**** 52,15,116 39,73,081 33,73,032 *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. ** The company has terminated the lease for 2 stores, being their exclusive garment outlets during Fiscal 2023 and sold all the remaining inventories. Till such termination the Company has accounted a revenue of ₹214.18 Lakhs during the Fiscal 2023. ***The resolution for opening new stores in the MMR area was approved by the Board on March 29, 2024 and March 10, 2025. **** Number of bill cuts represents the total count of sales invoices generated at our stores, specifically for transactions within the retail segment. We have expanded our footprint using a cluster-based approach. We have strengthened our existing presence in locations where we operate by opening new stores within a radius of a few kilometers of our existing stores. This has ensured the creation of a cluster of stores within a region in which we believe, we have developed a better understanding of local needs and preferences and enabled us to tailor our offering. Such clusters have also led to increased penetration and presence in under-served markets, higher cost efficiency due to economies of scale achieved in our supply chain and inventory management, and greater and concentrated brand visibility due to focused implementation of marketing and advertising initiatives. Our Presence We are primarily engaged as a retail supermarket chain operating in tier-III cities and nearby suburban areas, with focus on “value retail”, offering food, non-food (FMCG), general merchandise and apparel catering to the needs of the entire family. Our operations are spread across the suburban area of Thane and Raigad district in Maharashtra. Further revenue from our stores based on the year of existence for the Fiscal 2025, Fiscal 2024, Fiscal 2023 is as detailed hereunder: 310Year since Fiscal 2025 Fiscal 2024 Fiscal 2023* existence of No. of Revenue No. of Revenue No. of Revenue stores** stores (₹ in lakhs) stores (₹ in lakhs) stores (₹ in lakhs) 0 – 5 years 19 10,626.44 13 7,893.50 12 6,930.23 5 – 10 years 9 13,330.63 8 10,814.38 6 9,294.63 10 + years 14 12,929.91 12 10,264.31 12 10,216.62 Total 42 36,886.98 33 28,972.19 30 26,441.48 * Our Company sold all the inventories of the 2 stores, being our exclusive garment outlets and thus terminating the lease for the 2 stores during Fiscal 2023. Till such termination the Company has accounted a revenue of ₹214.18 Lakhs during the Fiscal 2023. **As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. In the process of opening new stores, we take various factors into account, including population density, customer and vehicular traffic, customer accessibility, potential growth of the local population and economy, area development potential and future development trends, estimated spending power of the population and local economy and payback period, estimated on the basis of expected sales potential, strategic benefits, proximity and performance of competitors and store site characteristics. We have largely kept the layout and design of our stores consistent and predictable to make shopping with us easier. Our approach has helped us to consistently increase customer footfalls by attracting new customers and also through repeat customers, which is evidence from our increase in number of bill cuts from 33,73,032in Fiscal 2023 to 39,73,081in Fiscal 2024 and 52,15,116 in the Fiscal 2025. We believe, identifying and determining the location and optimal size of a store is a critical factor in ensuring visibility among the target customers and sustainability of store operations. Our ability to find, manage and operate our stores, through optimal sizing, in suitable locations on high-street areas and main shopping hubs at the low lease rentals per Sq. Ft. has resulted in reduced operational costs. We generally enter into leave and license agreements with average term of 5 years. Further, majority of our rent fees are based on fixed rent basis and payable monthly. We have set internal parameters in relation to property identification including location, rental costs and proximity to the catchment area which has led to establishment of our brand identity amongst our customers. Parameters* Fiscal 2025 Fiscal 2024 Fiscal 2023 Lease rental expenses (₹ in Lakhs) 1,070.39 904.02 791.73 Lease rental expenses as a % of retail sales 2.90 3.1 2.97% Average lease rental per month per square feet (in ₹) 50.97 54.87 53.66 Retail Business Area at Fiscal/period end (in sq. ft.) 1,74,996 1,37, 296 1,22,959 *As certified by the Statutory Auditor of our Company, Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. Logistics and distribution network Our distribution and logistics network comprises one (1) Distribution Centre at Ambernath, Maharashtra for catering to our retail business. Besides, we have our own fleet of 18 trucks, which helps us to transport and deliver our products in a cost and time efficient manner. Further, we also use service of third-party transport service provider for completing our last mile delivery, such as delivery to our customers door step. We believe that our distribution and logistics set up is well networked and allows us to fulfil the store requisition within short time period of generation and receipt of order, which has helped us to optimize in-store availability of merchandise and minimize transportation costs. Our distribution centre situated at Ambernath, Maharashtra, forms the backbone of our supply chain to support our retail store network which is within a radius of 60 kms. 311Our strong distribution and logistics network has enabled us to minimise the requirement of a dedicated storage space at every store, and instead undertake periodical replenishment of depleted stock. We believe that due to our adoption of an efficient racking system, we are able to benefit from optimum utilization of the space allocated for display in our stores. This provides us assistance in maintaining a low working capital requirement and less carrying cost. Under our retail business, our Company procure everyday-use products from reputed brands / manufacturers and provide the same to end consumers through our network of supermarkets. Further, we also sell food and non-food products such as spices, pulses, ghee, papad, ready-to-cook instant mix, home improving products and apparels through our private label brands such as, Indian Chaska, Patel Fresh, Patel Essentials and Blue Nation. Our Company also markets and sells its manufactured and processed products domestically and also export them to over 35countries. Our customer base under our manufacturing division is divided into three categories namely, institutional, wholesalers and retailers. Further, under our trading and export division we market and sell products from reputed third-party brands / manufacturers and also undertake bulk export. A break up of the revenue based on our customer category earned by our Company from our Non-Retail Businessduring the Fiscal 2025, Fiscal 2024 and Fiscal 2023 have been provided hereinbelow: (₹ in Lakhs) Parameters Fiscal 2025 Fiscal 2024 Fiscal 2023 Domestic (A) 18,376.53 11,947.04 7,886.23 - Wholesaler 14,588.85 7,571.34 4,851.91 - Retail outlets 186.51 484.48 1,072.31 - Others (Institutional & Factory outlet sales) 3,601.17 3,891.22 1,962.01 Export (Processed + Traded Goods)* (B) 27,350.98 40,651.96 66,962.58 Non- Retail Business (A + B) 45,727.50 52,599.00 74,848.82 *gross of discount, claims and provisions Our Company has engaged number of wholesalers and retailers to ensure easy product availability to our customers, efficient supply chain, focused customer service and short turnaround times. Our sales and marketing team periodically reviews new products, assesses market trends and develops and builds business relations. We believe that our long- standing wholesaler base have good repute in the market in which they operate. Further, our strong logistic and distribution network has also helped us to reach to over 500retail stores majorly, across the state of Gujarat and Maharashtra. Further, we also cater to our overseas customers from GCC countries, USA, Europe, Srilanka, China, etc., through our network of traders and re-packers who sell these products either in their own brands or gets consumed in bulk form and also to tier II retailers. Our customers are the first point of contact for us and our sales and marketing teams remain in contact with them to constantly improve our products and bring them in line with the requirements of the end customers. Our sales and marketing team has a focused approach to creating brand awareness by targeting deeper penetration in small cities and towns for marketing of our products. We have deployed our team of sales professionals who seek order directly from a network of retail stores across Gujarat. Diversified product portfolio Under our retail business, our Company’s principle nature of business is to procure everyday use products from reputed brands / manufacturers and provide the same to end consumers through our network of retail stores. Further, we also sell food products such as whole spices, powder spices, wheat flour and refined wheat flour, pulses, mango pulp, staples and groceries and home improving products under our own brands Indian Chaska, Patel Fresh and Patel Essentials through our network of retail stores and also through wholesalers, retailers both in the domestic and export market. Further, we are also engaged in trading of food and non-food products of reputed third-party brands and also in unbranded bulk quantity. Further, these products are available in different varieties. Our unique business model enable us to provide diversified product and an ability to deal with a varied customer base. We believe that our ability to identify market trends and develop quality products catering to the Indian consumers are significant factors that have contributed to the growth of our business. Our diversified product portfolio enables us to cater to a wide range of taste preferences and consumer segments. Our ability to continuously upgrade our product range to address shift in customer preferences, just in time inventory availability and changes in demand has helped 312us to maintain the diversified product portfolio. We have launched packages of various sizes for our products. For example, our powder spices are available in packages of 100 gms to 10 Kg whereas our blended spices will be available in as small as a pouch that is 10-15 grams to 500 grams box packs (consumer packs). We also deal in whole wheat atta (wheat flour), refined flour (maida), tandoori atta and semolina flour (sooji), thereby effectively addressing a large consumer base. Some of our product portfolio includes: Sale Mode (Own-brand / Specification Product (manufactured/ Picture third-party / (Packing Size) processed/ bulk) Traded) • 100 Grams • 250 Grams Own Brand / • 500 Grams Cumin Processed Third Party • 1 Kilogram Brand • 5 Kilograms • 10 Kilograms • 30 Kilograms • 100 Grams • 250 Grams Own Brand / • 500 Grams Coriander Processed Third Party • 1 Kilogram Brand • 5 Kilograms • 10 Kilograms • 30 Kilograms • 100 Grams • 250 Grams Own Brand / • 500 Grams Fennel Processed Third Party • 1 Kilogram Brand • 5 Kilograms • 10 Kilograms • 30 Kilograms • 100 Grams • 250 Grams Own Brand / • 500 Grams Fenugreek Processed Third Party • 1 Kilogram Brand • 5 Kilograms • 10 Kilograms • 30 Kilograms 313Sale Mode (Own-brand / Specification Product (manufactured/ Picture third-party / (Packing Size) processed/ bulk) Traded) • 100 Grams • 250 Grams Own Brand / • 500 Grams Mustard Processed Third Party • 1 Kilogram Brand • 5 Kilograms • 10 Kilograms • 30 Kilograms • 100 Grams • 250 Grams Own Brand / • 500 Grams Carom Processed Third Party • 1 Kilogram Brand • 5 Kilograms • 10 Kilograms • 30 Kilograms • 100 Grams • 200 Grams • 500 Grams Chilly Powder Manufactured Own Brand • 1 Kilogram • 5 Kilograms • 10 Kilograms • 30 Kilograms • ₹5/- Sachet • ₹10/- Sachet • 50 Grams Blended Spices Manufactured Own Brand • 100 Grams • 200 Grams • 500 Grams 314Sale Mode (Own-brand / Specification Product (manufactured/ Picture third-party / (Packing Size) processed/ bulk) Traded) • 100 Grams • 200 Grams • 500 Grams Turmeric Manufactured Own Brand • 1 Kilogram Powder • 5 Kilograms • 10 Kilograms • 30 Kilograms Ready-to-cook / Purchase Own Brand • 100 Grams Instant mix • Ghee 200 Grams, 500 Grams & Papad & Ghee Purchase Own Brand 1 Kilograms • Papad 250 Grams Home improving Purchase Own Brand • 1 Kilogram products • Small • Medium Mens wear Purchase Own Brand • Large • Extra Large 315Sale Mode (Own-brand / Specification Product (manufactured/ Picture third-party / (Packing Size) processed/ bulk) Traded) • 1 Kilogram Own Brand / • 5 Kilograms Wheat Flour Manufactured Third Party • 10 Kilograms Brand • 30 Kilograms • 15 Kilograms Peanuts Processed Bulk • 25 Kilograms • 50 Kilograms Blanched • 20 Kilograms Processed Bulk Peanuts • 25 Kilograms • 850 Grams Mango Pulp Manufactured Own Brand Tin Moreover, our Company also deals in wholesale supply of food grains like- wheat, peanut, sesame seeds, sugar, whole spices like- coriander, cumin, ajwain, methi, mustard, fennel, etc. Our Company’s presence in the agro commodity trading segment enables us to identify opportunities and enter into trading from one commodity to another in accordance with change in demand or inconsistency in pricing for any commodity during any season. Our management team continuously monitors and undertakes deep research of the current trends and demand of agricultural produce and commodities in the market and accordingly it easily switches over to the agricultural produce or commodity in demand. For instance, our revenue from trading in agro commodities for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 are as detailed herein below: Fiscal 2025 Fiscal 2024 Fiscal 2023 Parameters (₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs) Sugar 12.45 6,391.60 35,113.77 Rice 3,135.06 308.96 3,152.18 Others 1,985.64 4,166.09 1,140.02 Total 5,133.15 10,866.65 39,405.97 *As certified by our Statutory Auditor of our Company- Kanu Doshi, Associates LLP, Chartered Accountants, pursuant to certificate dated June 24, 2025. 316Strategically located manufacturing facilities Our Facility 1, which is situated at Ambernath, in the Thane District of the state of Maharashtra, is strategically located within a radius of 60 kms from our network of retail stores and is also close to the port of export, thus reducing the cost of transportation. Our Facility 1 is capable of undertaking a varied processing steps including, cleaning, grading, sorting and packaging of powder spices, pulses, staples & groceries. From our Facility 1 we primarily cater to our retail stores and also to our export customers. Our export revenue, including export trading sales from Facility 1 for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is ₹16,747.62 Lakhs, ₹20,726.18 Lakhs and ₹53,407.08 Lakhs, respectively. Our strategically located multi-product manufacturing unit manufactures and process varied products and is situated close to the source of our raw materials and reduces our costs of transportation. Our Facility 2 is situated at Survey No. 145/1, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat - 370115 and our Facility 3, which is an Agri-cluster situated at Survey No. 170/2, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat - 370115 which is within 1 km from our Facility 2. Our state of art manufacturing units within the Agri-cluster comprises of manufacturing of Whole Spices & Oilseeds (Unit-1), manufacturing of Pulverised and Blended Spices (Unit-2), manufacturing of Chakki Atta, Maida, Suji and Atta Roller (Unit-3), Processing & Blanching of Peanut (Unit-4) and processing of sesame seeds (Unit-5). Our manufacturing units are capable of manufacturing high fibre whole wheat atta, refined flour (Maida), Tandoori Atta, Semolina flour (Sooji), Ground spices which comprises of various varieties of chilli powder, turmeric powder, coriander powder and coriander cumin powder and blend spices which comprises of garam masala, tea masala, chhole masala, sambhar masala, pav bhaji masala, pani puri masala, sabji masala, kitchen king masala, chatpata chat masala, butter milk masala, chewda masala, dry ginger powder (sunth), black pepper powder (mari), dry mango powder (aamchur) etc, and mango pulp. Our manufacturing unit within the Agri-cluster is equipped with ultra-modern highly automated mill for manufacturing of stoneless high fibre atta, also an automated roller flour mill and modern cryogenic grinding system for improving color, aroma and flavor strength of the spices. The location of our manufacturing facilities in and around agricultural belts in Gujarat allows cost efficiencies in our procurement and transportation of raw materials, as well as in transportation of our manufactured products (including to ports and delivery locations in domestic market where we have majority presece), enabling us to reduce our operating costs and leverage economies of scale. In addition, our proximity to high cultivation belts, and our resulting control over our procurement process, allows us to ensure traceability from raw material to supplied product, and to carry out appropriate testing of product samples, which also enables us to assure our customers of certain product specifications. Large scale procurement and storage capabilities We have an extensive procurement network of over 1500 farmers. Our procurement model and relationships with farmers, aggregators and other vendors, through our continued engagement, enables us to procure adequate supplies of quality agricultural produce at competitive prices. Moreover, the size and geographical coverage of our procurement model enables us to negotiate better terms including bulk discounts, avoid reliance on any limited set of vendors, and implement economies of scale, as well as to stabilize procurement costs in fluctuating demand and supply conditions. Our top 10 suppliers contribute to ₹12,619.56 lakhs, ₹16,479.99 lakhs and ₹24,948.97 lakhs, representing 15.38%, 20.24% and 24.49% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively of our revenue from operations. Our top 5 suppliers contributes to 10.53%, 13.14% and 14.45% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively of our revenue from operations. To support our fruit pulp unit, we have also equipped our production facilities with ripening chambers for mangoes, where we have facilities for natural ripening, as well as ethylene-induced natural ripening. We believe our manufacturing and storage warehouses adhere to strict standards on food safety and hygiene, operated under process control systems that help maintain a pre-determined temperature for different products, from ambient to chilled and frozen. 317Our Agri-cluster have dry storage capacities of around 3040 MT spread over 2,546.29 sq. mtr and a cold storage facility of 3,000 MT. This allows us to procure and process large volumes of mangoes, chilli, turmeric wheat, peanuts and other spices at a time, including during off-peak seasons. Further, our Facility 1 also have a storage capacity of around 8,500 MT spread over 64000 sq. ft. and our Facility 2 also have a storage capacity of 11,000 MT spread over 55,000 sq. ft. Further our Company has taken on lease land admeasuring 7.975 acres at Survey No. 733/P34, Village Dudhai, Taluka Anjar, Kutch, Gujarat, for meeting any of its future warehousing and logistics requirements. Long Standing Relationship with our customers We have been in the business of manufacturing and wholesale trading and export of wheat flour, spices, peanuts and fruit pulps and concentrates over the years and have successfully developed and supplied quality products to our customers. We believe that our understanding of the Indian taste palate complements our product development capabilities and has allowed us to develop a long-standing relationship with our customers. Our past experience in the supply of our products, ability to meet specific requirements of our customers, reputation for quality of our products and the price competitiveness of our offerings has enabled us to establish and maintain relationships with our customers. Our sales and distribution network is aided by our in-house sales and marketing team, including our broker networks which liaise with our customers on a regular basis for customer inputs, market demands as well as positioning of our products vis-à-vis products of our competitors. Owing to our strong customer relationships we have developed a network of more than 500 wholesalers and retailers as on March 31, 2025. We believe that our existing relationship with our customers represents a competitive advantage in gaining new customers and increasing our business. For instance, top 10 customer from our non-retail business represented 15.67%, 24.07% and 32.21% of our revenue from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Strong promoter background and an experienced and entrepreneurial management team with a proven track record and a high degree of employee ownership Our business is consumer-driven. Our strong promoter background and an experienced senior management team have helped us to offer high standards of customer service and a pleasant shopping experience at our stores. Our Promoters, Dhanji Raghavji Patel and Bechar Raghavji Patel, brings to our Company their vision and leadership which we believe has been instrumental in our success. Our Promoter, Chairman and Managing Director Dhanji Raghavji Patel is the guiding force behind the operational and financial decision of our Company. Our Promoters and senior management have a proven track record and an in-depth understanding of the retail business in India and in the export market. Our experienced senior management team have enabled us to successfully establish a customer-oriented corporate culture, providing a foundation to maintain and enhance our long-term competitiveness. Each function of the business such as finance, production, sales, marketing and human resource management are headed by experienced persons with a relevant experience. We believe that our stable senior management team has helped us successfully implement our development and operating strategies and provide quality service to our customers over the years. We also believe that our motivated and well-trained employee strength of 229 as on May 31, 2025 have been an important factor in our success as the quality and efficiency of the service we provide are dependent on them. We have followed transparent management policies and have invested in our employees through regular training programmes to improve skills and service standards, enhance loyalty, reduce attrition rates and increase productivity. Strong track record of growth and profitability Our total store count has grown from 30 in Fiscal 2023 to 42 as on March 31, 2025 and is at 43 as of May 31, 2025. As we have expanded our store network from one store in 2007 to 42stores as of March 31, 2025, we have grown steadily in the recent years by opening 3 new stores in Fiscal 2024, 9 new stoes in Fiscal 2025 and 1 new store the first two months of Fiscal 2026. Our total bill cuts from our retail stores, increased from ₹33.73 Lakhs in Fiscal 2023, to ₹39.73 Lakhs in Fiscal 2024 and to ₹52.15 Lakhs in Fiscal 2025. While, our total revenue has reduced from ₹1,01,980.36 Lakhs in Fiscal 2023 to ₹82,599.01 Lakhs in Fiscal 2025, primarily on account of reduction in trading sales we have witnessed an increase in our EBITDA from ₹4,323.96 318Lakhs in Fiscal 2023 to ₹6,243.27 Lakhs in Fiscal 2025, growing at a Compounded Annual Growth Rate (CAGR) of 20.16%. Further, our net profit after tax, as restated has grown at a CAGR of 24.23% % from ₹1,637.97 Lakhs in Fiscal 2023 to ₹2,527.81Lakhs in Fiscal 2025. As of April 5, 2024 Acuite, Ratings and Research has reaffirmed its rating of Acuite BBB for longterm bank facility and term loan and have provided Acuite A3+ rating for pre/post shipment credit bank guarantee. As of March 31, 2025, our fund-based limit was ₹19,750.03 Lakhs and our non-fund-based limit was ₹1,600 Lakhs and our average cost of bank borrowing (including bank charges) was 9.07%. Key Strategies We plan to adopt the following strategies to increase our profitability and competitiveness: Further strengthen our market position by expanding our store network in existing clusters as well as new clusters We intend to further enhance our position in the retail business in Maharashtra by increasing our market penetration and expanding our store network in the state. As on May 31, 2025, our stores are located across 17 cities / suburbans area within the Thane & Raigad District of Maharashtra. We plan to deepen our store network in the western suburban area of the MMR such as Mira Road, Bhayander, Virar, Vasai and also in the municipal region of Pune, Maharashtra following our cluster-focused expansion strategy. We believe that selection of suitable locations for our stores has been critical to our expansion plans. We aim to enter our target markets to take advantage of the opportunities offered by these under-served regions and actively search for suitable locations. We follow a cluster approach and target densely-populated neighbourhoods and residential areas with a majority of lower-middle, middle and aspiring upper- middle class consumers. Our total store count grew from 30stores in Fiscal 2023to 42 stores as of March 31, 2025 while our Retail Business Area grew from 1,22,489sq. ft. to 1,74,996 sq. ft. over this period. As on May 31, 2025 we have 43 stores with a retail business area of 178,946 sq. ft.. With over a decade of experience and successful growth, we believe that we are well- positioned to take advantage of the growth potential and opportunities offered by the state of Maharashtra especially, the tier III cities and the near by suburban areas. We endeavour to capitalise and strengthen our presence in a particular region by opening new stores within a radius of 60 –100 kms from our existing stores in such region. This ensures that we create a cluster of stores within a region and this strategy provides us the following benefits: (a) Enhancing brand visibility Our aim is to set up stores in close vicinity of our existing stores which gives better recognition amongst the population of those districts and therefore, creates a better visibility of the “Patel’s R Mart” brand. (b) Understanding customer preferences We believe the demographics of the Indian population and the culture varies every 100–150 kms which leads to varied customer preferences, tastes and physical attributes of individuals. Such deep understanding of the regions helps us to provide the right product to the target customers. (c) Cost efficient logistics and better SCM It ensures a cost efficient logistics support is available to our stores, whereby with a limited fleet of transport vehicles we service a large number of stores. Further, this cluster based approach will facilitate inter-store stock movements and allow us the flexibility of maximising benefits from capitalising on factors such as easy stock rotation from our stores, distribution of transportation cost and operational convenience of reporting and supervision. 319(d) Better utilization of human resources A common pool of employees can oversee the operations in the areas thereby improving the employee productivity and reducing the overheads. This will enhance administrative control over multiple stores located in a region by our regional managers. (e) Effective implementation of marketing activities A common channel for marketing activity can be effectively used to cover a wider area with minimum cost. For example, a single edition of print media in a region caters to multiple districts where our stores are located thereby reducing the average advertising cost per store. Increasing our penetration with a greater number of stores will enable us to penetrate into new catchment areas and optimize our infrastructure. Further, we plan to expand to other cities across the western and central India organically or inorganically by acquiring controlling stakes or through acquisition. Enhancing our reach to cover additional cities will enable us to reach out to a larger population and become a preferred shopping destination for their daily needs. The key factor affecting the expansion of our stores is the selection of suitable locations will be local population density, accessibility and proximity to our competitors, population demography and real estate cost and rental rates. We will continue to adopt a methodical approach in evaluating and selecting suitable locations for the establishment of new stores, such as. For further information on our site selection criteria and process, see “Our Business – Store Operations” on page 351 of this Prospectus. In order to optimise our profitability, maintain our operational flexibility and ensure that our stores continue to be located in densely populated neighbourhoods and residential locations, we intend to continue our flexible strategy of owning or leasing our premises according to availability, cost and other considerations. Enhancing sales volumes by continuing to prioritise customer satisfaction through optimal product assortment and offering value for money using EDLC/EDLP strategy Our strategy is to provide our customers with a comprehensive range of products at value for money prices and maintain optimal customer service standards. In order to maintain and enhance our competitive position, we will continue to offer our products at everyday low prices achieved through our low procurement, supply, operational and other costs. We will continue to focus on optimal product assortment in each cluster of our operation keeping in mind the local needs and preferences. We plan to leverage our knowledge of consumer spending patterns and behaviour and rely on the data available to keep abreast of changes in consumption behaviour. We will continue to introduce new products depending on customer needs at one or several of our stores. We believe a continuous review of our merchandise according to our evolving understanding of customer preferences will help us better cater to our customers’ needs, enhance their shopping experience and maximise our sales. Shopping is considered a family activity in the region where we operate. We endeavour to provide a one stop shopping experience. All our stores are air conditioned and we aim to provide a pleasant ambience and functional store layout. We have installed computerised billing points coupled with convenient payment options including, credit and debit cards, which provide greater flexibility and convenience to our customers. We intend to improve our customers' shopping experience by improving the checkout time and to continue to undertake periodic renovation of our stores. Further strengthening our procurement network and increasing our share of private labels We intend to strengthen our sourcing capability by identifying new and more efficient suppliers to reduce costs, increase speed of delivery and reduce lead times, including by identifying large manufacturers. We intend to develop new products and further strengthen our product offering under our private labels, as we have noted that our target customers normally do not shop for products with a pre decided brand in mind, but look for good quality and affordable products thereby providing us an opportunity to develop our private labels. We aim to achieve this by developing new 320products across categories and developing stronger relationships with our existing and new third party manufacturers. We believe our private label initiative will offer us a differentiating factor as compared to our competition and at the same time helps us improve margins and strengthen our merchandise mix. Our Company intends to adopt an integrated product-centric and customer-centric approach in developing our business. Our customer centric strategy aims at acquiring indepth customer preferences and securing customer loyalty. We intend to continuously improve the product mix offered to the customers as well as strive to understand and anticipate the future customer requirements, and cater to such needs. Continue to launch new products and enhance our customer base We plan to launch new products to capture consumer trends. We have been evaluating new products in adjacent categories, based on a set of criteria, including our ability to create a differentiated offering, competitive intensity, go- to-market capability, back-end product fitment, category, scale and profitability of the new products. Our potential new products may include varieties of blended spices, increase our ready-to-cook / instant mix range and launch of ready-to-eat range of products, etc. We expect new products to increase our market share and further expand our customer base. We will sell these products across our stores and also through our network of wholesalers, retailers and distributors in the domestic and in the export market including through online e-commerce platform. For instance, we launched over 20 varieties of blended spices under the brand name “Indian Chaska” during the month of October in Fiscal 2025. As part of the product launch we appointed 25 distributor and stockist and sole selling agent across select cities of Maharashtra, Gujarat and Uttar Pradesh. Our revenue from these products in the Fiscal 2025 is ₹ 170.64 Lakhs. Focus on increasing brand awareness We will continue to invest in strengthening our brands. In the financial years 2025, 2024 and 2023, our advertising expenses and sales promotion expenses were ₹154.71 lakhs, ₹55.44 lakhs and ₹154.77 lakhs, , or 0.19%, 0.07% and 0.15% of our revenue from operations, respectively. While we have used traditional means to advertisement such as print media, social media, and banners on autos and transport vehicle to create our brand awareness within the region we operate our supermarkets, going forward we will employ celebrity endorsement, digital advertising and other brand building initiatives in our marketing campaigns to increase our brand awareness. To market our brands, we use: • Product brand advertising. As part of the product brand strategy, we will strive to maintain our market share in the existing categories and at the same time also grow the categories that we plan to launch. While we will be strategically pricing our new products, our focus will be to differentiate our products based on the quality, range and taste in order to compete with regional brands and capture market share. • Range advertising. Range advertising will be conceptualized with a focus on highlighting our entire range of kitchen essentials across spices, staples and groceries, ready-to-cook / instant mix, home improving products and apparels. • Digital connect. We will also focus on increasing our digital connect and reach by tying up with influencers and bloggers and drive on e-commerce sales to communicate with the young demographic. However, we will continue to focus and increase our spend on the traditional advertisement approach to create visibility of our stores in the region where we operate. We believe that our cluster approach in establishing our store network helps us in maximising our value of advertisement and brand expenses. Expand our market presence to other states of India and increase our distribution reach Presently most of our sales is derived from the state of Gujarat and Maharashtra. We also sell in other states such as Tamil Nadu, Telangana, Madhya Pradesh, Karnataka, Delhi, Bihar, Andhra Pradesh, Uttar Pradesh and Rajasthan. We continually seek to enhance our addressable market through our network of wholesalers and by creating a network of distributors and dealers acrossthese states . We gradually intend to expand our business operations to other states of the country. To sell products to end consumers, we intend to use modern trade channels, which comprise 321supermarkets and hyper-markets and general trade channels that include smaller retail stores. We plan to continue our strategy of diversifying and expanding our presence in other states for the growth of our business. Through further diversification of our operations geographically, we hope to hedge against risks of operations in only specific areas and protection from fluctuations resulting from business concentration in limited geographical areas. Appointment of distributors across India to undertake our stocking and distribution enables us to reach our customers faster by reducing transportation time, optimise inventory, and limit trade over-dues. Our Facilities Our Distribution Centre As of May 31, 2025, we had one (1) distribution centre spread over 70,000 sq. fts. which is within a radius of 60 kms from our stores network (with our farthest store being 58 km and our nearest store being 5.4 km from our Facility 1). We believe that our distribution centres have provided us with the following benefits: • streamline and consolidate certain administrative functions, logistics procedures and human resource requirements from the individual store level into the distribution centre level; • reduce costs and time by providing centralised procurement for certain products; • better inventory control with reduced stock shortages in stores due to use of our stock replenishment systems. • better margins due to efficient supply chain management Our Processing Facilities Facility 1 Our Facility 1, which is situated at Ambernath, in the Thane District of the state of Maharashtra, is strategically located within a radius of 60 kms from our network of retail stores and is also close to the port of export, thus reducing the cost of transportation. Our Facility 1 is capable of undertaking a varied processing steps including, cleaning, grading, sorting and packaging of powder spices, pulses, staples and groceries which we sell under our brand Patel Fresh, Indian Chaska and also under the brand of our customers. From our Facility 1 we primarily cater to our retail stores, domestic customers and also to our export customers. Our Facility 1 is spread over and area of approximately 81,500 sq. fts., and employed 29permanent employees as on May 31, 2025, including machine operators, supervisory, quality control and maintenance staff. In addition, we selectively hire contract workers based on production requirements, from time to time. All of the machinery at the facility is owned by us and power for the facility is sourced from Maharashtra State Electricity Distribution Company Limited at rates set by them. Our revenue from sale of processed goods from Facility 1 under our own brand and also under third party brand of our customer for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is ₹13,581.27 Lakhs, ₹13,234.75 Lakhs and ₹13,502.76 Lakhs, respectively. Of the above , our export revenue from Facility 1 for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 is ₹12,034.34 Lakhs, ₹12,030.35 Lakhs and ₹12,918.57 Lakhs, respectively. [Remainder of the page has been intentionally left blank.] 322Facility 2 and Agri-cluster Our strategically located multi-product facilities manufactures and process varied products and is situated close to the source of our raw materials and reduces our costs of transportation. For instance, 51.10% of our purchase for Facility 2 and Agri-cluster is within the state of Gujarat for theFiscal 2025. Our Facility 2 is situated at Survey No. 145/1, Bhuj 323Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat – 370115. In our Facility 2 we process whole spices such as, coriander seeds, cumin seeds and processing of peanuts. Our Facility 3, is part our Agri-cluster developed under the Pradhan Mantri Kisan SAMPADA Yojana scheme of the Ministry of Food Processing Industries, Government of India (“Facility 3”) and is situated at Survey No. 170/2, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat - 370115 and is within 1 km from our Facility 2. In our Agri-cluster we have five distinct units and a fruit pulp processing unit, dry warehouse and cold storage. [Remainder of the page has been intentionally left blank.] 324325326At our Facility 2 and Agri-cluster, we manufacture a diverse range of products primarily in six categories: a) Whole Spices – In our Facility 2 and Unit 1 of Facility 3 we process whole spices such as, cumin, coriander, fennel, fenugreek, mustard, and carom. We sell these products under our brand Patel Fresh and Indian Chaska and also under the third-party brand of our customer both in the domestic market and also in the export market. We sell spices in Consumer Packs and also in bulks of 30 kgs and in excess. b) Powder Spices – We manufacture and process a varieties of chilli powder and turmeric powder at our Unit 2 of Facility 3. We sell these products under our brand Indian Chaska and also under the third-party brand of our customer both in the domestic market and also in the export market. We sell powder spices in Consumer Packs and also in bulks of 30 kgs and in excess. We expanded our offerings by introducing blended spices which comprises of garam masala, tea masala, chhole masala, sambhar masala, pav bhaji masala, pani puri masala, sabji masala, kitchen king masala, chat masala, jaljira powder masala, black pepper powder (mari), dry mango powder (aamchur) etc. c) Wheat flour - We manufacture high fibre Whole Wheat Atta (Wheat Flour), Refined Flour (Maida), Tandoori Atta and Semolina flour (Sooji) and wheat bran (bhoosa) at our Unit 3 of Facility 3. We sell wheat flour in domestic and export market and also supplies refined flour, semolina flour as per the specifications of our institutional and other customers. We sell these products under our brand ‘Indian Chaska’ and ‘Patel Fresh’. We sell wheat flour products and its variants in packs of 1 kg, 5 kgs, 10 kgs and also in bulks of 30 kgs and in excess. d) Peanut – we manufacture peanuts at our Facility 2 and at our Unit IV of Facility 3. We also manufacture blanch peanuts at our Unit IV of our Facility 3. We manufacture peanuts for FMCG companies, food processing company and to buyers who use our products to manufacture finished products such as peanut butter. We export peanuts to our customers spread across 10 countries as of March 31, 2025. e) Sesame seeds: We will process raw sesame into natural / unhulled sesame by sorting, grading, cleaning, sortex, packing and further processing the natural sesame into hulled sesame by washing, heating, drying and packing.. f) Mango pulps: At our pulps processing unit, we process natural kesar mango into pulp and concentrate. We believe that our kesar mango pulp is loaded with all the natural vitamins present in fresh kesar mango along with its mouth-watering sweet taste. We export our mango pulp in tin box under our own brand “Indian Chaska” and also that of the brand of our customers. As of the date of this Prospectus, we own and operate two production units in Gujarat and a processing unit in Ambernath, Maharashtra. The table below shows certain information regarding the product categories manufactured at our Manufacturing Facilities as of the date of this Prospectus: [Remainder of the page has been intentionally left blank.] 327As certified V N Talithaya, Chartered Engineers vide their certificate dated June 10, 2025. Our state of art manufacturing units within the Agri-cluster comprises of manufacturing of whole spices and oilseeds (Unit I), manufacturing of pulverised and blended spices (Unit II), manufacturing of chakki atta, maida, sooji and atta roller (Unit III), processing and blanching of peanut (Unit IV) and processing of sesame seeds (Unit V). Our manufacturing units are capable of manufacturing high fibre whole wheat atta, refined flour (maida), tandoori atta, semolina flour (sooji), grounded spices which comprises of various varieties of chilli powder, turmeric powder, coriander powder and coriander cumin powder and blend spices which comprises of garam masala, tea masala, chhole masala, sambhar masala, pav bhaji masala, pani puri masala, sabji masala, kitchen king masala, chat masala, black pepper powder (mari), dry mango powder (aamchur) etc, and mango pulp. Our manufacturing unit within the Agri-cluster is equipped with ultra-modern highly automated mill for manufacturing of stoneless high fibre atta, 328also an ultra-modern highly automated roller flour mill and modern cryogenic grinding system for improving color, aroma and flavor strength of the spices. Installed Capacity and Capacity Utilization The table below sets out the details of our installed capacity, and our total production and capacity utilization in our Facility 1, Facility 2, Facility 3 and F&V Unit for the Fiscal 2025, Fiscal 2024 and Fiscal 2023: [Remainder of the page has been intentionally left blank.] 329Capacity Fiscal 2025 For Fiscal 2024 For Fiscal 2023 Metric Name of the Tons Per Installed Utilized Utilized Installed Utilized Utilized Installed Utilized unit Annum Utilized Capacity Capacity Capacity Capacity Capacity Capacity Capacity Capacity Capacity (300 (TPA) (TPA) (TPA) (%) (TPA) (TPA) (%) (TPA) (%) Days)(e) 14,400.0 Facility 1 14,400.00 8,484.04 58.92% 14,400.00 6,725.25 46.70% 14,400.00 6,512.56 45.23% 0 43,200.0 Facility 2 43,200.00 4,532.17 10.49% 43,200.00 3,526.69 8.16% 43,200.00 3,684.00 8.53% 0 Facility 3 - 7,200.00 7,200.00 975.07 13.54% 7,200.00 1,868.68 25.95% 7,200.00 2,098.00 29.14% Unit I Facility 3 - 4,800.00 4,800.00 751.73 15.66% 4,800.00 618.43 12.88% 4,800.00 144.00 3.00% Unit II Facility 3 - 40,800.0 24,380.9 40,800.00 59.76% 40,800.00 28,019.76 68.68% 30,600.00* 10,287.00 33.62% Unit III(a) 0 3 Facility 3 - 24,000.0 24,000.00 3,373.12 14.05% 24,000.00 2,426.21 10.11% 22,000.00 * 6,138.00 27.90% Unit IV(b) 0 Facility 3 - 10,800.00 540.00* - - - - - Unit V(c) Facility 3 - Fruit Pulp 2,400.00 2,400.00 105.99 4.42% 2,400.00 99.24 4.13% 2,000.00* 56.00 2.80% Processing Unit(d) *Installed capacity is not annualised As certified by V N Talithaya, Chartered Engineer vide their certificate dated June 10, 2025. Notes: (a) For Fiscal 2023, installed capacity in Unit III of Facility 3 is based on 9 months period (b) For Fiscal 2023, installed capacity in Unit IV of Facility 3 is based on 11 months period (c) For Fiscal 2023, installed capacity in Unit V of Facility 3 is considered as NIL pending commencement of production and For Fiscal 2025 installed capacity in Unit 5 of Facility 3 is based on 15 days period. (d) For Fiscal 2023, installed capacity of F&V Unit is based on 10 months period (e) Installed capacity is based on 2 shifts of 8 hours each for a period of 300 days for Facility 2 & Unit 3 of Facility 3. For all the other units and facilities installed capacity is based on 1 shift of 8 hours each for a period of 300 days. 330We adopt stringent quality control measures for our products. Given the high level of automation at our plants, we can produce the desired quality consistently. Apart from the requisite FSSAI and Government certifications, we have also obtained BRCGS certification for our Facility 1 and Facility 3, at Ambernath, Maharashtra and Dudhar, Gujarat, respectively and are in the process of obtaining the same for our Facility 2. The following table sets forth the performance of our product segments in the last three Fiscals, i.e., Fiscal 2025, Fiscal 2024 and Fiscal 2023: Retail Non-Retail Good FMCG Manufacutr Product Segment Merchandi Retail Non-Retail Food (Non- ing & Trading sing & Total Total Foods) Processing Apparels Fiscal 2025 (₹ in lakhs) 26,943.37 7,220.01 2,723.59 36,886.98 36,117.33 8,317.62 44,434.95 % of our revenue from 32.83% 8.80% 3.32% 44.95% 44.01% 10.13% 54.14% operations Fiscal 2024 (₹ in lakhs) 21,384.99 5,553.92 2,033.28 28,972.19 38,482.98 14,116.02 52,599.00 % of our revenue from 26.27% 6.82% 2.50% 35.59% 47.27% 17.34% 64.61% operations Fiscal 2023 (₹ in lakhs) 19,630.03 5,041.37 1,984.26 26,655.66 31,727.83 43,120.98 74,848.81 % of our revenue from 19.27% 4.95% 1.95% 26.17% 31.15% 42.34% 73.49% operations *As certified by our Statutory Auditor- Kanu Doshi Associates LLP, pursuant to their certificate dated June 24, 2025 Our Manufacturing Processes We adhere to a strict system of quality control over our manufacturing operations. Our manufacturing processes are subject to certain regulations. For details, please see the section titled “Key Regulations and Policies in India” at page 399 of this Prospectus. Whole Spices: 331Raw material received: Raw materials such as cumin, coriander, fennel, fenugreek, mustard, carom, etc. are sourced from farmers and other various sources, upon arrival, the quality and quantity of the raw materials are inspected. Materials are accepted only if they meet the predetermined quality standards and rejected materials are returned to the supplier. Drying: Depending on the type of spice, the raw materials may undergo a drying process of removing excess moisture by keeping them under sunlight. Process of drying is carefully controlled to maintain the quality and flavor of the spices. Raw Material Store: Raw materials are stored in designated storage areas with controlled environmental conditions to prevent contamination and maintain freshness. FIFO (First-in-First-Out) inventory management is followed to maintain freshness and quality. Pre-Cleaning: Raw materials undergo a pre-cleaning process to remove any impurities, dirt, or foreign particles. This step ensures that the spices are free from contaminants before entering the main processing line. Destoner: The pre-cleaned spices are passed through a destoner to remove stones and other heavy impurities. This step is crucial for ensuring the safety and quality of the final product. Gravity Separation: The destoned spices are subjected to gravity separation to separate them based on their density. Lighter and heavier particles are separated, ensuring a more uniform product. Sortex: Sortex machines sort the spices based on size, shape, and other quality parameters, ensuring uniformity and consistency in the final product. Metal Detection: After sorting, the spices pass through a metal detection section to identify and eliminate any metal contaminants. This step is crucial for food safety and compliance with industry regulations. FG Storage (Silo): The processed and quality-assured spices (FG) are stored in silos to maintain their freshness and quality. Packaging: Packaging is done in based on customer requirements and in accordance with industry standards, ensuring proper sealing and labeling. Finished Goods Store: The packaged products are moved to the finished goods area for dispatch. Quality checks are performed to ensure that the products meet the specified standards before dispatching. [Remainder of the page has been intentionally left blank.] 332Ground / Powder Spices: Chilly Powder Turmeric Powder 333Coriander Powder Blended Spices 334Chilly Flakes Raw Material Received: The foundation of our spice manufacturing begins with the careful selection and sourcing of raw materials. Chilies, turmeric, coriander, and various other spices are meticulously procured from different regions of the country, emphasizing both quality and variety. This stringent sourcing approach sets the stage for a premium product. Quality Checks: Upon arrival at the factory, all raw materials undergo rigorous quality checks to ascertain compliance with our stringent standards. This step ensures that only the finest and purest ingredients proceed to the subsequent stages of the manufacturing process. Sun Drying: Certain spices, such as chillies, undergo natural sun drying to reduce moisture content and preserve their distinctive flavor and color. This traditional yet effective method adds an extra layer of authenticity to our products. Cleaning and Stem Removal: Thorough cleaning is imperative to eliminate impurities like dirt and debris. Stem removal from chillies is a critical process, preventing any adverse effects on the final product's quality and texture. Grinding 1: The cleaned and dried spices progress to the first stage grinding unit. Here, coarse grinding breaks them down into smaller particles, laying the foundation for subsequent refining. Cryogenic Chamber (Chilli Powder): Incorporating cutting-edge technology, the chilli powder undergoes cryogenic grinding in a specialized chamber. Liquid nitrogen is utilized to subject the chillies to extremely low temperatures, preserving flavor, aroma, and color while maintaining the quality standards. Grinding 2: Most powdered spices proceed to the second stage grinding unit, where they are finely ground to achieve the desired texture and consistency. This stage ensures a uniform and superior product. 335Vibro Separation and Metal Detection: The ground powder undergoes further refinement through a vibro separator, removing any residual impurities or particles. To guarantee product safety and quality, a metal detector is employed to identify and eliminate any metal contaminants, upholding the integrity of our products. Blending: Spice blending is the process of combining different spices in specific proportions to create a blend or mixture that enhances the flavor of a dish. This can involve dry blending of ground spices or creating a paste by blending fresh or dried ingredients. The goal is to achieve a harmonious and balanced flavor profile that complements the overall dish. Blending spices allows for customization and the creation of unique combinations for various cuisines and recipes. Sieving: This process involves passing the chili mixture through a sieve or mesh to remove undesirable particles or impurities. This helps achieve a smoother and more consistent texture in the final product. The sieving process ensures that only the desired chili particles and ingredients pass through, while unwanted components such as seeds, skin, or larger particles are separated and discarded. This results in a high-quality and homogeneous pizza chili product that meets the desired standards of texture and flavor. Packaging: Once the finished goods have undergone all necessary processing stages and quality checks, they are meticulously packed into appropriate packaging materials. This phase prioritizes proper sealing and labeling, ensuring the freshness and authenticity of our products. Finished Goods store: The packaged powdered spices are then transferred to the finished goods area or dispatch area. This serves as the final stage where our products await distribution to retailers or customers. Wheat flour Our Company is engaged in the business of manufacturing high fibre Whole Wheat Atta, Refined Flour, Tandoori Atta and Semolina flour. We use wheat grain as the primary raw material for manufacturing all of our products. We procure wheat grain from Gujarat, Maharashtra, Uttar Pradesh, Bihar, Rajasthan, Madhya Pradesh and from Food Corporation of India, from traders and institutional suppliers. [Remainder of the page has been intentionally left blank.] 336Production process Whole Wheat Raw Material Received: The process begins with the procurement of wheat grains from various sources. The quality of wheat is crucial as it directly impacts the quality of the final products. 337Quality Check: Once the wheat grains are procured, they undergo a rigorous quality check to ensure that only quality grains are used for milling. This involves assessing factors such as moisture content, foreign particles, and overall grain quality. Two-Stage Cleaning: The wheat grains then undergo a two-stage cleaning process to remove impurities such as dust, dirt, stones, and other foreign particles. The first stage of cleaning helps in removing larger impurities, while the second stage ensures finer cleaning to eliminate smaller particles. Storage Silo 1: After cleaning, the wheat grains are transferred to Silo 1, which serves as a storage unit for the cleaned grains. Silo 1 helps in maintaining proper inventory management and ensures a continuous supply of wheat to the milling process. Water Treatment: The next step involves subjecting the wheat grains to water treatment, which helps in softening the grains and preparing them for the milling process. Water treatment ensures that the grains are easier to process and helps in achieving the desired texture and consistency in the final products. Skin Removal: In this step, the outer layer or skin of the wheat grains is removed to expose the inner endosperm, which is rich in nutrients and is the primary component used in flour milling. Cleaning: Following the skin removal process, the grains undergo another round of pre-cleaning to further eliminate any remaining impurities and ensure that only clean grains proceed to the milling stage. Storage Silo 2: The cleaned and pre-treated wheat grains are then transferred to Silo 2, which serves as another storage unit before the milling process. Silo 2 helps in maintaining a continuous flow of grains to the milling machinery. Grinding: The heart of the milling process involves grinding the wheat grains to produce various types of flour. The grains are passed through grinding rollers, which crush and grind them into fine particles. Different settings and configurations are used to produce specific products such as suji, maida, wheat bran, chakki atta, etc. Plan Shifter: Once the grains are ground, the resulting flour and meal undergo segregation and classification through a plan shifter. This helps in separating the different grades and types of flour and ensures uniformity in the final products. Entoleter: The entoleter is a very high RPM machine which sanitizes the flour by destroying the insects before packing thereby increasing the shelf life of the flour. Metal Detection: In this step, any metal particles or impurities that may have been introduced during the milling process are removed using a metal separator. This helps in maintaining the purity and safety of the final products. Packaging: The final products are then packed into appropriate packaging materials, ensuring proper labeling and sealing to maintain freshness and quality. Finish Good Store: The packed products are stored in the finish goods area before being shipped out to customers or distributors. 338Peanuts and Blanched Peanuts 339Raw Material Received: This is the initial stage where raw groundnuts are procured from suppliers or farms. It is crucial to ensure that the groundnuts meet quality standards and are free from any contaminants. Quality Check: Groundnuts undergo thorough quality checks to ensure they meet the required standards for processing. Quality parameters typically include size, moisture content, appearance, and absence of foreign materials. Cleaning: In this stage, the groundnuts are subjected to pre-cleaning to remove any large debris, stones, or foreign objects that may have been picked up during harvesting or transportation. Water Treatment: Groundnuts may undergo water treatment to remove impurities and dirt adhering to their surface. This step helps improve hygiene and prepares the groundnuts for further processing. Storage Silo: Groundnuts are stored in silos temporarily to maintain their quality and prevent spoilage before further processing. Removal of Shell: The decanter process involves the removal of the outer shell or hull from the groundnuts. This can be achieved using various mechanical methods or machinery designed specifically for shell removal. Grading: After shell removal, peanuts are graded based on size, color, and other quality attributes. This ensures consistency and uniformity in the final product. Cleaning: Peanuts undergo another round of cleaning to remove any remaining shell fragments, dust, or impurities. Destoner: The peanuts are passed through a destoner to remove stones and other heavy impurities. This step is crucial for ensuring the safety and quality of the final product. Size Creation: Peanuts are sorted according to their size to meet specific product requirements or customer preferences. This grading process helps segregate peanuts into different categories based on their size. Sorting: Sortex machines are used to further sort peanuts based on color, defects, and foreign materials. This ensures that only high-quality peanuts proceed to the next stage of processing. Metal Detection: Peanuts pass through metal detectors to ensure there are no metal contaminants present. Roasting: Raw peanuts are roasted to enhance flavor, aroma, and texture. Roasting also helps in removing excess moisture and enhancing the overall quality of the peanuts. Blancher (Skin Removal): The blanching process involves briefly immersing the peanuts in hot water to loosen the skins. After blanching, the skin is easily removed through mechanical means or air blowers. A blanching process removes the skin from the peanuts. Split Peanut: Splitting machines are used to split the peanuts into halves or quarters, depending on the desired end product. Split Pin (Vibro): This stage involves using vibrating screens or equipment to separate split peanuts from any remaining skin fragments or impurities. Packaging: Finally, the sorted and processed peanuts are packed into suitable packaging materials, ready for distribution and consumption. Finished Goods Store: The packed products are stored in the finish goods area before being shipped out to customers or distributors. 340Seasame Raw Material Received: The process begins with the procurement of sesame seeds from various sources. These sources can include local farmers, wholesalers depending on the scale of the operation and the quality requirements of the manufacturer. Quality check: Once the sesame seeds are obtained, they undergo a thorough quality check to ensure that they meet the standards set by us. This involves inspecting the seeds for any signs of contamination, such as mold, debris, or foreign particles, as well as checking for the desired moisture content and color. Cleaning: After the quality check, the sesame seeds are pre-cleaned to remove any impurities or foreign matter that may be present. This process typically involves passing the seeds through a series of sieves, screens, or air classifiers to separate out any unwanted materials. MTR (Magnetic Treatment and Removal): In this step, any magnetic impurities such as iron or steel particles are removed from the sesame seeds using magnets or magnetic separators. This helps ensure the purity and safety of the final product. Destoner: The sesame seeds are then subjected to a destoning process to remove any stones, pebbles, or other heavier impurities that may have remained after pre-cleaning. This is usually done using gravity-based equipment that separates the seeds from the heavier materials. Gravity separation: In this step, the sesame seeds are further separated based on their density using gravity-based separators. This helps to remove any remaining lighter impurities such as dust, husks, or immature seeds. 341Sorting: The sorted sesame seeds are then passed through a sorting machine, typically a sortex machine, which uses advanced optical technology to detect and remove any defective seeds based on color, size, shape, and other parameters. This ensures that only high-quality seeds are used in the final product. Metal detection: After sorting, the sesame seeds undergo metal detection to ensure that no metallic contaminants are present. This is particularly important in food processing to prevent any potential hazards to consumer health. Hulling: Hulling involves removing the outer husk or hull from the sesame seeds. This process can be achieved through mechanical means, such as hulling machines, which peel away the outer layer, leaving the edible seed. Skin Remover: Some sesame seeds may retain a thin layer of skin even after hulling. A skin removal process is employed to eliminate this remaining layer, improving the appearance and quality of the seeds. Packaging: Finally, the sorted and quality-checked sesame seeds are packaged into various packaging formats depending on the requirements of the customers and market demand. The packaging is done using automated machinery to maintain hygiene and ensure the freshness and integrity of the product until it reaches the consumer. Finished Goods Store: The packed products are stored in the finish goods area before being shipped out to customers or distributors. [Remainder of the page has been intentionally left blank.] 342Mango Pulp We process natural kesar mango into pulp and concentrate at our F&V Unit. We believe that our fresh kesar mango pulp is loaded with all the natural vitamins present in fresh kesar mango along with its mouth-watering sweet taste. We export our mango pulp in tin box. Raw Material Received: This involves obtaining fresh Mangoes from farms or suppliers. The mangoes should be of high quality and suitable for processing into pulp and concentrate. 343Quality Check: Before processing, the mangoes undergo a quality check to ensure that only quality fruits are used for making the pulp and concentrate. This step involves sorting out damaged or low-quality mangoes. Ripening: Ripening is the process of allowing the mangoes to ripen fully. This is important as ripe mangoes yield better flavor and pulp consistency. Infeed Conveyor: Mangoes are loaded onto an infeed conveyor belt, which transports them to the next stage of the process. Fruit Washer: The mangoes are washed thoroughly to remove any dirt, debris, or pesticides present on the surface. Inspection Conveyor: After washing, the mangoes pass through an inspection conveyor where they are visually inspected for any remaining impurities or defects. The top part including the stem is cut manually on the conveyor belt. Screw Elevator: This is a mechanical device that lifts the mangoes to the next stage of processing. Destoner: The destoner removes the mango seed and the skin from the mango. This is essential as the seeds are not used in the pulp and concentrate. Collection Tank with Transfer Pump: Once destoned, the mango pulp is collected in a tank equipped with a transfer pump, which moves the pulp to the next processing stage. Two Stage Pulper: The pulping process extracts the pulp from the mangoes. The two-stage pulper ensures efficient extraction of pulp. Blending Tank with Pump: In this tank, the mango pulp may undergo blending to achieve a consistent texture and taste. RSSP Pasteurization: RSSP stands for "Rapid Steam Sterilization Process." This is a pasteurization method that helps to extend the shelf life of the mango pulp by quickly heating it to a high temperature and then rapidly cooling it down. Insulated Storage Tank: The pasteurized mango pulp is stored in insulated tanks to maintain its freshness and quality before packaging. Rotary Can Filler: The mango pulp is filled into tin cans using a rotary filling machine. This ensures accurate filling and minimizes spillage. Can Exhauster: This equipment removes any excess air from the cans before they are sealed. Removing air helps to prolong the shelf life of the mango pulp. 24DS Seamer: The cans are sealed using a 24DS seamer, which ensures that they are tightly sealed to prevent spoilage. Can Cooling Tank: After sealing, the cans are cooled down to room temperature before labeling and packaging. Finished Goods Store: The cooled cans are kept in the finished goods storage area for dispatch. Machine Details Sr. List of Machineries Make Nos Purpose No. A Facility 1 Vishwakarma Cleaning, Grading, Processing Plant 1 Set Enterprises Sorting, Processing 344Sr. List of Machineries Make Nos Purpose No. (Includes Drume Sieve, Pre Cleaner, of Pulses, Staples & Cyclone with Air Locks, Vibro Groceries Separator, Destoner, Graders, Shifters, Elevator Sets, MP Fan, Splitters) B Facility 2 Whole Spices Seeds Processing Plant: Navrang Agro, (Includes MTR,Expression Channel, Processing of Vishwakarma Cyclone, Mana – Horizontal, Airlock, Whole Spices such Enterprises, 2 Sets Blower, GI Aspiration Line, Bag as Cumin & Ambica Industries, Stand, Destoner Aspiration Line, Coriander A K Industries Gravity Seperator, Elevators) Peanut Processing Plant: (Includes R.M Storage, G.N Feeding Point, Hopper, G.N Round Cleaning, Gautam Agro Processing of Destoner, Converyor Belts, Elevators, Industries, 1 Set Groundnuts into Resting Tank, Decorticator, Greading, Linux Magnetics Peanuts Oscillator, Z Elevator, Storage Tank, MTR, Gravity Separator, Sortex, Grading Machine, Final Bag Packing) Display seed images and swiftly CCD Color Sorter Machine and sort through grains Compressor Iconic 2 and harvested (Imported Machinery) products with rapid efficiency C Facility 3 Unit I Whole Spices Seeds Processing Plant: Processing of Vishwakarma (Includes MTR,Expression Channel, Whole Spices such Enterprises, Cyclone, Mana – Horizontal, Airlock, as Fennel, SK Engineering, 4 Sets Blower, GI Aspiration Line, Bag Fenugreek, Gautam Agro Stand, Destoner Aspiration Line, Mustard, Carom Industries Gravity Seperator, Elevators) etc. Display seed images and swiftly CCD Color Sorter Machine and sort through grains Compressor HEFEI TAIHE 1 and harvested (Imported Machinery) products with rapid efficiency Identification and Metal Detector Target Innovations 1 elimination of any metal contaminants Unit II Cryogenic Grinding System: (Includes Bulk Loaders, Chutes with Plate Magnet, Hammer Mill, Manufacture of Axtel 1 Set Temperature Transmitter, Centrifugal Chilly Powder Fans, Air Cooler cum Moisture Separators, Reverse Jet Filters, Rotary 345Sr. List of Machineries Make Nos Purpose No. Airlock Valves, Universal Mill, Continuous Cryogenic Mixer, Rotary Sifter, Operator Terminal, Product Piping, Pneumatic pickup venturi & set of Down take ducts) Coriander and Cumin Milling System: (Includes Screw Conveyor, Spice Mill, Pneumatic Conveying System, Rotary Manufacture of Air Lock, Closed Type Dust Collector Grade & Grind 1 Set Cumin and with Reverse Pulse jet Arrangement, Technology Coriander Powder Centrifugal Sieving machine, PLC Based Centralized Control Panel, motors) Turmeric Milling System: (Includes Air Swept Mill, Pneumatic Conveying System, Rotary Air Lock Valve, Closed Type Dust Collector Grade & Grind Manufacture of 1 Set with Reverse Pulse jet Arrangement, Technology Turmeric Powder Blower Units, Screw Conveyor, Centrifugal Sieving machine, Centralized Control Panel and Motors) Blended Spices Milling System: (Includes Dump Booth, Bucket Elevator, Spice Mill, Pneumatic Conveying System, Rotary Air Lock Valve, Closed Type Dust Collector Grade & Grind Manufacture of 1 Set with Reverse pulse jet Arrangement, Technology Blended Spices Screw conveyor, Centrifugal Sieving machine, Screw conveyor, Ribbon Blender, PLC Based centralized control panel, motors) Chilly Crushing & Powder System: (Includes Screw Conveyor, Spice Mill, Pneumatic Conveying System, Rotary Air Lock, Closed Type Dust Collector Grade & Grind Manufacture of 1 Set with Reverse Pulse jet Arrangement, Technology Chilly Flakes Centrifugal Sieving machine, PLC Based Centralized Control Panel, Motors) Multi head to pack Vaishnavi whole spices (14 Packing Machine 1 Set Packaging head weigher 250g to 1kg Servo Auger Collar Vaishnavi Packing Machine 1 Set Type Machine to Packaging pack spices Manual Auger Asian Packing Filler for Spices Packing Machine 2 Set Machinery Pvt Ltd with screw conveyor 346Sr. List of Machineries Make Nos Purpose No. Jar Filling Machine Vaishnavi Packing Machine 1 Set for Spices with Packaging conveyor Unit III Pre-Cleaning Machineries: (Includes Drum Sieve, Pre-cleaner, S K Engineering 1 Set Elevators, Fan, Cyclone with Airlock, Corporation Magnet) First Cleaning Machineries: (Includes Vibro Separator with Asp., De-stoner, Horizontal Scourer with Hari Priya Global 1 Set Asp channel, Inclined Whizzer, Enterprises Pvt Ltd Elevators set, MP Fan, Cyclone with Air Valve, Magnet) Second cleaning Machineries: (Includes Vibro Separator with Asp., De-stoner, Horizontal Scourer with 1 Set Asp channel, Intensive Dampener, Manufucturing of Elevators set, MP Fan, Cyclone with Wheat Flour Air Valve, Magnet) Hari Priya Global (Chakki Atta), Cleaning Section Accessories: Enterprises Pvt Ltd Refined Wheat (Includes Screw Conveyors, Flour (Maida), Accessories (Pipe, Clips, Bend, Yee, Semolina Flour Tee, Coupling, Refraction packing 1 Set (Sooji), Tandoori stand, Outlet Hoppers, Vibro Pads, Atta, Wheat Bran etc.), Metering Conveyors, Aspiration Ducting ) Milling Section Machineries: (Includes Roller Mill, Plan sifter, Vibro Purifier, Bran finisher, Impact Detacher, Entoleter, High Pressure 1 Set Fan, Reverse Air jet Filter, Chakkis, MP Fan, Aspirator, Cyclone with Air Udawat Engineering Valve, Magnet) Works Milling Section Accessories: (Includes Pneumatic Lift Set, Screw Conveyor, Aspiration Ducting, Bolting 1 Set Cloth, Accessories (pipe, Clips, Bend, yee, Tee, Coupling) Manual Auger Asian Packing Packing Machine 1 Set Filler for Atta with Machinery Pvt Ltd screw conveyor Unit IV Peanut Processing Plant: (Includes: Decortications Machines) Processing of (Including Decorticator Machine Ganesh Engineering 1 Set Groundnuts into [Double Chamber], Separator, Round Peanuts Grader1, Decorticator Machine Stand, Round Grader, Decorticator Blower, 347Sr. List of Machineries Make Nos Purpose No. Grader, Screw Conveyors, Decorticator Platform, Elevators) Peanut Cleaning and Processing Plant: (Includes Gravity Machine, Classifier Expression Line, Band Duct Line, Ganesh Engineering 1 Set Clam Air Lock, Cyclone With Plan Supporting Blower, Destoner, Grader) Peanut Roasting and Blanching Line: Includes the following: A. Cleaning Equipments including Hopper, Electromagnetic Feeder, Z Elevator, Destoner, Pipe, Cyclone B. Roasting Equipments including Hopper, Electromagnetic Feeder, Z Elevator, Nut Dryer, Distributor, Z Elevator, Silo, Silo Bottom Feeder C. Peeling Equipments including Z Elevator, Distributing Hopper, Storage Processing of Hoppers, Peanut Peelers, Wind Peanuts into Chamber Frames, Split Blanchers, Ganesh Engineering 1 Set Blanched Peanuts / Wind Pipes, Cyclones, Summary Belt, Roasted Peanuts Vibrator D. Selecting Equipments: Electromagnetic Feeder, Z Elevator, Hopper for Sorter, Platform for Sorter, Discharge Hopper, Picking Belts, Light for picking belts, Summary Conveyor, Bridge, Vibrating Screen, Metal Detector E. Electromagnetic Feeder, Z Elevator, Vaccum Quantitive Packing Machine F. PLC Control Systems Display seed images and swiftly CCD Color Sorter Machine and sort through grains Compressor TAIHO 1 and harvested (Imported Machinery) products with rapid efficiency Unit V Natural Sesame Cleaning Machines: (Includes Round Cleaner Machine, MTR, Expression Channel, Cyclone, Processing of Gautam Agro Mana Horizontol, Airlock, Blower, GI 1 Set Sesame into Industries Aspiration Line, Plan Supporting, Natural Sesame Destoner Expression Line, Gravity Machine, Elevators and Fittings) Hulling Machine: Processing of (Includes SS 304 Single Drum Huld Bharat Engineering 1 Set Natural Sesame Machine, Kitly1, Kitly2, Storage Tank, Company into Hulled Sesame Caustic Solution Tank, Extra Jari 348Sr. List of Machineries Make Nos Purpose No. (Seives), Bucket Elevators, Boiler, Belt) Hulled Sesame Cleaning Machines: (Includes MTR, Expression Channel, Cyclone, Mana Horizontol, Airlock, Gautam Agro Blower, GI Aspiration Line, Plan 1 Set Industries Supporting, Destoner Expression Line, Gravity Machine, Elevators and Fittings) Auto Dryer Bharat Engineering 1 Set Drying Company Cooler Machine Bharat Engineering 1 Set Cooling Company Removing large impurities such as stick, buck and Bharat Engineering Vibro Cleaners 2 leaves as well as Company small impurities such as fine dirt and sand Cold Boiler with Chimney and Blower Tea Mech (India) 1 Set Display seed images and swiftly CCD Color Sorter Machine and sort through grains Compressor Hefei Meyer 1 Set and harvested (Imported Machinery) products with rapid efficiency RO (Water Treatment Plant) Treatment of water 1 Clean Aquato Pvt used in processing ETP (30 KLD) Ltd Treatment of 1 wastewater F&V Pulp Unit Pulp Processing Plant: (Includes Fruit & vegetable washing, grading, sorting, Two Tire Belt Conveyor, Screw Elevator For Pulper Feeding, Pulper and Finisher, Collection Tank, Pulper and Finisher Wastage, Screw Conveyor, Blending Manufacture of Tank, Fixed Kettle, Tube & Tube Anjoplus Machines 1 Set Fruits Pulp and Pasturiser, Pulp Holding Tank, Product Vegetables Pulp Transfer Pump, Bottle Filling Machine, Exhaust Box, Vertical Retort, Hoist & Trolley, Product Pipe Line, Pipeline For Water, Steam and Air Supply, Electrical Panel, Boiler, 24 DS Seamer, 1A Body Reformer, 1A Hand Flanger, Ripening Chamber 10x10x10 Ft) 349Our Suppliers We have a strong supplier network enabling flexibility and procurement at competitive prices. We endeavour to source our products from the regions where such products are widely available or manufactured, to minimise our procurement costs and endeavour to offer quality products at lowest costs. We have a standardised procurement system that enables us to source quality products through the best possible channels available to us. Our procurement team conducts detailed research on an ongoing basis to locate the best product sources available, in relation to both quality and price. Our sustained efforts to improve our strong supplier network have led to a significant advantage in procurement leading to an efficient supply and sale cycle. Our Retail Business Process Strategy and Planning We plan to expand our store network in Tier III cities in the Thane and Raigad District. For each of these locations, we open and operate new stores on a cluster-based approach. When a suitable property in a location we are interested in becomes available on commercially attractive terms, we may further undertake a detailed analysis in relation to opening a new store at such location. In the process of opening new stores, we take various factors into account, including population density, customer traffic and vehicle traffic, customer accessibility, potential growth of local population, development potential and future development trends, estimated spending power of the population and local economy, profitability and payback period, estimated on the basis of the expected sales potential, strategic benefits, proximity and performance of competitors in the surrounding area and site characteristics and suitability with the specifications of our building plans. We have in-house business development and project teams, focusing on acquiring properties for our new stores in accordance with our locational needs at reasonable prices and on timely completion of construction and commencement of operations. We have largely kept the layout and design of our stores consistent and predictable to make shopping with us easier. We believe that adoption of a standard formats for our stores has also helped us in establishing our brand in the markets where we operate. We undertake promotion of our stores through print media, pamphlets distribution, rickshaw advertisement, cable TV advertisement, hoardings and targeted social media advertisement. Outdoor advertising such as billboards and hoardings are also employed to advertise and increase visibility. Our advertising strategy aims to promote our brand “Patel’s RMart” brand and not just the merchandise or a particular supermarket store or property location, except specifically targeted local advertising around the time of the opening of a new store. We also advertise on the eve of festivals and certain holidays. Merchandising In relation to the Foods category, our procurement is directly from manufacturers or FMCG companies and also through our network of suppliers in the wholesale market. In addition to carrying various brands preferred by local customers in a particular region, we retail private label goods including pulses and spices, which we buy in bulk quantities and package and brand after our quality checks and inspections at our Facility 1. Further we also sell mens wear, home improving products, ready-to-cook / instant mix, ghee and papad, under our brand which we get manufactured from third-party manufacturers. We believe that our merchandising and private labels have helped us differentiate ourselves from our competitors, in addition to achieving good margins. We also sell groceries and staples by weight depending on the availability of space and consumer preferences, both of which may differ from one store to another. We also sell groceries and staples, primarily, by weight depending on the availability of space and consumer preferences. We carefully select our suppliers to ensure that we sell good quality products and periodically evaluate introduction of new merchandise to enhance our product assortment, offered at our stores. We exercise price 350benchmarking to ensure price competitiveness. We use a demand driven model for forecasting, improving accuracy and reduction in slow moving inventory. In relation to the Non-Foods (FMCG) category, variants and promotions may be introduced, replaced and withdrawn at regular intervals by their manufacturers over which we have no control. Consequently, we are required to make retailing decisions on a real time basis. We ascertain the demand for various products in this category and monitor the inventory position on a continuous basis, to minimise our stock turnover time. We use internally ascertained, pre- determined stock levels at each store and replenish these with additional purchase requisitions as necessary. Supply Chain Management Our stores utilise a computerised inventory management system, which allows us to track the inventory level and movement of our SKUs on a daily basis. Our inventory management system also records specific information in respect of our inventory, such as stock description, merchandise mix and positioning, prices and sales, on an individual store basis. As the inventory management systems of all our stores are synchronised with our distribution centres and offices, we are able to share such information and data on a periodic basis, thereby allowing us to control our inventories effectively across each of our stores. Further, each SKU in our store is coded with a unique bar code, and details of such items are instantly displayed on the screens of our check-out counters when scanned through a barcode scanner. All information on checked out merchandise is stored in our IT systems and available to our offices and distribution centres on a daily basis. We strive to keep our inventory turnover days for all products to an optimum level. Our supply chain ensures that goods are dispatched in the appropriate quantities and times to reach our stores. Our supply chain relies on transportation services from third parties also. The re-order levels for each supermarket store vary and are determined based on a combination of several factors including display levels, lead times for replenishment and average sales. We review these reorder levels on a continuous basis to factor in variances in demand based on seasons and trends. We have our own fleet of 18 trucks, which are utilised by us to transport the products to our stores from our distribution centre. In addition to our own transport fleet, we also engage third party logistic solution providers, who specialise in providing transportation services on certain specific routes, in order to deliver products on time to our stores, our network of retail customers and distributors to optimise the transportation costs of our products. We believe that using a combination of in-house and third party transport services helps us to transport and deliver our products in a cost and time efficient manner. We place orders with our suppliers based on the results of our analysis of customer demand and product assortment requirements to fit our customers’ preferences. We believe that we take a conservative approach in our procurement to minimise expired products on our shelves. Orders are placed based on data generated from our inventory management systems in relation to current inventory levels as well as forecasted and historical inventory and sales data. Given the wide range of products and merchandise we offer in our stores, we do not have standard inventory retention days for our inventories. We closely monitor our inventory levels to ensure that our inventories are fresh by adopting a first-in, first-out policy for all our merchandise. Store Operations We have established multiple security checks to control pilferage at our stores. Our employees screen the goods being carried out of the store by customers. Professional security guards oversee the screening process. In addition, we use CCTV monitoring at all our stores. As a value-retail chain, we emphasise the reduction of cost at various stages and levels. We aim to reduce our operating and administrative costs by way of optimum utilisation of our human and other resources. We determine our staffing requirements on the basis of several factors including store space and footfall intensity. As a measure for optimum utilisation of our space resources, we have adopted an efficient racking system by deploying higher racks to maximize the space available in store. The upper racks are utilised for storage and the lower ones for display. 351We have established strict quality control procedures at all of our stores and distribution centres. In particular, we place emphasis on ensuring that our Foods products meets high quality and safety standards. Our stock receiving team at each distribution centre and at each store performs a series of daily checks of Foods products upon delivery. These include checks on appearance, smell, packing, production date, expiry date, net weight and brand logo. Our store managers at each store conduct periodic checks based on such guidelines to ensure high quality standards are maintained. Our commitment to maintaining high quality and safety standards also includes internal regular and random quality checks on our food merchandise based on international standards. We have an internal control system tailored for managing our multiple product categories to optimize the use and protection of assets, facilitate accurate and timely compilation of financial statements and management reports, and ensure compliance with applicable laws, regulations and company policies. We also have an in-house audit team to conduct internal audits within the group for inventory management, fixed assets, human resources, payroll and statutory compliances. Support to Stores Cash represents a significant proportion of our sales proceeds. Payments by our customers at our stores are handled by our cashiers at our check-out counters. We reconcile our cash proceeds received from our sales against receipts recorded in our point-of-sale systems in all of our stores on a daily basis. Cash sales of a day is collected by Cash Management Agency on the next working day from all our stores and are deposited in our bank account. As we handle a significant amount of cash every day, we have implemented necessary procedures for the handling of cash in our stores. Our daily cash proceeds are only handled by our cashiers, and surveillance cameras are set up in all of our stores to monitor the cashiers’ counters. We also conduct daily checks on our cash proceeds against the records of deposit of cash from the bank and sales reports to ensure that sales are properly recorded by the point-of- sale systems. We believe that there have not been any material internal control deficiencies in our cash management system. We have also purchased insurance against cash loss by theft or robbery for all of our stores. We use an integrated and robust IT system specifically built for us that covers major aspects of our business, including procurement, sales and inventory management, in-store systems, financial management and other administrative systems. Our IT systems provide accurate information across our stores, distribution centres and corporate offices on a daily basis. Our store opening and closing times vary according to their location and local requirements but are typically 09:30 am and 09:30 pm, respectively. Our advanced IT systems used for procurement, sales and inventory management enable us to identify and quickly react to changes in customer preferences by adjusting our product assortment, stock levels and pricing in each of our stores, and effectively monitor and manage the performance of each of our stores. Raw Materials Raw materials required for our processing activity includes, whole spices such as chillies, coriander seed, cumin seeds, fennel seeds, fenugreek seeds, carom seeds, mustard seeds, turmeric, wheat, peanuts, mango, sesame, packaging material and water and other consumables. The cost of raw materials consumed is ₹35,243.56 Lakhs, ₹38,415.32 Lakhs and ₹32,407.46 Lakhs which represents 42.94%, 47.18% and 31.82% of our revenue from operations in Fiscal 2025, Fiscal 2024 and Fiscal 2023respectively. Systematic procurement of raw material in their respected seasons helps us to provide linear quality of our products for the whole year. We also source our raw materials directly from farmers, to ensure that we use absolutely natural ingredients in our products and also through traders and sourcing agents in APMC markets. We source our raw materials from across the country to ensure that the products we manufacture have an authentic taste without artificially disturbing the natural taste of the spices or other food products. For instance, we source chillies from the APMC market of Guntur, Warangal, Gondal and our wheat flour is made from wheat grains which are sourced from Dahod, Rajkot, Gondal, Nimbahera, Jaipur and also from Food Corporation of India (FCI). Further, the pulses / dal 352are sourced from Jalgaon, Rajkot and Dhanduka. The key regions of staple food procurement are Madhya Pradesh, Rajasthan, Maharashtra, Uttar Pradesh, Bihar, Haryana and Gujarat. We have a well-established system in place for procurement of our raw materials from various market yards, traders and stockists. We have a quality and control team our manufacturing facilities to check on the quality of our raw materials before unloading at our manufacturing units. In addition, we believe we have sufficient holding capacity, for some of our raw materials in place to derive benefits of seasonal shortages and price volatility. Our procurement is tailored around regional availability and a large network of our channel partners that include agents acting on behalf of farmers, traders, aadatiyas (middlemen), market yard players, commission agents and brokers spread across the key raw material producing belts. We leverage the relationship by having a common procurement team or desk for purchase of multiple commodities to derive synergies in terms of market intelligence and maximize cost efficiencies. We are also able to maximize our asset utilization at our integrated plants the same storage and processing infrastructure can be used for multiple seasonal commodities. Further, we have also procured wheat from international market such as, Australia during the Fiscal 2025 and Fiscal 2024 under the Advance Authorization scheme of the Government of India. Our import of raw material for Fiscal 2025, Fiscal 2024 and Fiscal 2023 is ₹ 912.65 lakhs, ₹3,757.38 lakhs and ₹ NIL representing 1.11%, 4.61% and NIL of our revenue from operations, respectively. We have long-standing relationships with most of our suppliers. We believe that the long-standing relationships with these suppliers enable us to secure raw materials even during the periods with leanest availability and give us various logistical flexibilities. We have developed a reputation and relationship with multiple suppliers to avoid concentration risk. For instance, our top 10 suppliers contributed ₹12,619.56 lakhs, ₹16,479.99 lakhs and ₹24,948.97 lakhs representing 15.38%, 20.24% and 24.49% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively of our revenue from operations. Further, as of March 31, 2025 our top 6 (six) of the top 10 (ten) suppliers have been associated with us for over 5 years. The strong relationships with suppliers also aid us in getting first-hand information and market intelligence on price movements in the international markets. Such market intelligence is essential in mitigating the price risk associated with commodities. We have centralized our purchasing of raw materials for all production facilities to obtain economies of scale and to maximize our bargaining power with suppliers. This system enables us to obtain high quality raw materials at stable and competitive prices. Our suppliers deliver the raw materials directly to each of our manufacturing facilities to further enhance time and cost efficiency. We continuously monitor supply and price trends of these commodities to take appropriate action to obtain ingredients we need for production, and we are constantly looking for substitute products in order to help us manage our costs. We have a centralized internal quality control team for the inspection of all the raw materials received from different vendors. We are largely dependent on the agricultural industry for almost all of our raw materials. Agricultural industry is largely dependent on various factors including monsoon and weather conditions. We purchase the raw materials in the harvest season and store them in our cold storage in our Agri-cluster for manufacturing, consumption and sales throughout the year during off season. Procurement of raw material during harvest season can be done at competitive prices along with retaining standard quality. The availability and price of most of our raw materials, either imported or procured domestically, is in nature susceptible to volatility in the markets. We are also susceptible to volatility in foreign exchanges. Please see “Risk Factors- Our operations are dependent on the supply of large amounts of raw material such as wheat, spices and peanuts. We do not have long term agreements with suppliers for our raw materials and any increase in the cost of, or a shortfall in the availability of, such raw materials could have an adverse effect on our business and results of operations, and seasonable variations could also result in fluctuations in our results of operations” on page 45 “Risk Factors- We face foreign exchange risks that could adversely affect our results of operations and cash flows with a significant portion of our revenue from operations, amounting to ₹27,350.98 Lakhs, ₹ 40,651.96 Lakhs and ₹66,962.58 Lakhs, representing 33.33%, 49.93% and 65.74%, for the FYs 2024-25, 2023-24 and 2022-23 respectively, derived from export sales. .” on page 65. We follow strict commodity risk management process to ensure that our procurements are adequately hedged against volatility in the market. We have a robust board-approved commodity risk and foreign exchange risk management policy in place with proper built-in controls to check on any speculation. 353Packaging: The primary packaging material used by us are laminates, plastics, cardboard boxes and jute bags for packing spices, wheat flour, peanuts and tin cans for packing of mango pulp.. This enables to keep the product life intact. We use automated packaging machines to pack our products into their different pack sizes. We order packaging material from certain suppliers in Gujarat, which include Tirupati Polymers, Veedee Enterprise etc. We typically order the material required by us on negotiated terms, in advance of our production requirements. For Fiscal 2025, Fiscal 2024 and Fiscal 2023 the cost of packing material constituted ₹ 730.54 Lakhs, ₹ 762.49 Lakhs and ₹ 651.46 Lakhs constituted 1.10%, 1.16% and 0.76% of our cost of goods sold, respectively. For the secondary packaging for shipping and distribution purposes, we use corrugated carton boxes and bags to protect the primary packs in different stages of sales and distribution. Quality Control We place great emphasis on quality assurance and product safety at each step of the production process, right from the procurement of our raw materials until the final product is packaged and ready for distribution to ensure that the quality of our products meets the expectations of our customers and achieves maximum customer satisfaction. We have quality control personnel, who ensure that people working in all departments from procurement to sales and marketing are trained on important quality control aspects. To ensure compliance with our quality management systems and statutory and regulatory compliance, our quality assurance team is equipped to train our staff on updates in quality, regulatory and statutory standards. We have also implemented stringent quality control standards for raw material suppliers and vendors. On-site inspections and routine audits are conducted for our vendors and suppliers to ensure constant supply of quality products. We have testing laboratories at our facilities to conduct sampling tests to ensure that the color, odor, taste, appearance and nutrients of the raw materials comply with our requirements. Further, we maintain our facilities and machinery and conduct our manufacturing operations in compliance with applicable food safety standards, laws and regulations and our own internal policies. We also inspect product samples at the assembly line and conduct batch- wise quality inspections on our products to ensure compliance with applicable food safety standards and laws. Further, we ensure the quality of products sourced from third-party manufacturers is through a detailed framework. Vendors are selected based on evaluation process, ensuring compliance with certifications such as ISO, FSSAI and HACCP. The products are subject to laboratory testing to ensure they meet the Company’s specifications. Additionally, our team visits third party manufacturers’ site to monitor production processes and warrant quality standards. We also test packaging materials for safety and durability, ensuring compliance with regulatory norms, while maintaining optimal storage conditions to prevent product deterioration during transit and storage. Research and Development We have a research and development team comprising 2 personnel as of May 31, 2025 at our research and development center at our Agri-cluster, to support our product development and process development activities for food products. Our research and development centers are well equipped to develop new products, including upgrading product composition and packaging materials, to cater to evolving consumer trends. Our research and development team also works closely with our operations team and business team to improve the food safety standards of our existing manufacturing facilities, comply with the various regulations of Food Safety and Standards Authority of India and develop manufacturing process with an aim to minimize losses during the process and reduce process cycle time. We believe that our research and development abilities are critical in maintaining our competitive position in the industry going forward. Currently, our research and development team are working on new product development initiatives with a focus on health benefits of these new products including, blended spices. We are working on potential new products, including various ready-to-cook products and ready-to-eat products. 354Customers Under our Retail vertical we try to build relationship with our customers by maintaining a coordinal atmosphere at our stores. We provide a pleasant shopping experience to our customers. As a strategy to maintain our relationship we frequently communicate with our clients with respect to ongoing or upcoming discount scheme on a regular basis. Further, we also reward our loyal customers by providing them with discounts and schemes such as Lucky Draw, 1 month purchases free on consecutive purchases for 15 months of goods for a value worth starting from ₹2,500/- per month from our stores. While we do not enter into any long term agreement with our customers, we take pride in having settled long lasting mutually beneficial relationships with our clients from the Non-Retail Business vertical. Our customers are primarily retail outlets, supermarkets, institutional buyers and network of dealers and wholesalers. Fiscal 2025 Fiscal 2024 Fiscal 2023 % to revenue % to revenue % to revenue Particulars ₹ in Lakhs from ₹ in Lakhs from ₹ in Lakhs from operations operations operations Customers Top 1 2,886.22 3.52% 4,610.24 5.66% 6,128.50 6.02% customer Top 5 8,450.77 10.30% 13,038.10 16.01% 21,988.21 21.59% customer Top 10 12,862.10 15.67% 19,597.43 24.07% 32,802.58 32.21% customers *As certified by the Statutory Auditor of our Company, Kanu Doshi LLP, Chartered Accountants, pursuant to their certificate dated June 24, 2025. Note: (i) Our revenue from the top 10 customers does not exceed 50% of the revenue from operations and therefore, the names of our top 10 customers have not been disclosed. Further, the composition of our top 10 customers varies each year. (ii) References to ‘Customer’ are to customers in a particular Fiscal and does not refer to the same customers across all Fiscals. We do not enter into any long-term contract with our customers. We sell our products against the purchase order received from our customers. As on March 31, 2025, we served over500 customers in our Non-Retail Business vertical. Sales, Wholesale Network and Marketing Our advertising strategy aims at promoting brand awareness, creating a bond with our customers and enhancing their trust in us. We engage third party advertising agencies to provide us advertising and communication services such as communication planning and development in all areas of press and point of sale advertising. Our mode and media of advertisement is determined on the basis of the most widely accepted and used source of Social media by our target customers. As a part of our marketing strategy, we plan a calendar for the year’s marketing activities, encompassing mega sales, schemes, discounts and events, annual days (women’s day / mother’s day / father’s day / parent’s day), festivals and new collections (summer collections, winter collections etc.). Some of our marketing strategies includes: a) In-store promotion – In store POP, Gate, Kiosk, Banner, danglers, inflatable, lucky draw, discount coupons b) Outdoor activities – Hoarding, kiosk, banners on auto, transport c) CRM activities – shop play and win, 1 month purchases free on consecutive purchases for 15 months of goods for a value worth starting from ₹2,500/- per month from our stores. d) Events - Free Medical Camps, Swachata Abhiyaan (Cleaning Drive), and Distrubution of Food Packets to Orphanage and Blind Kids, providing sponsorships for cultural and social events, wherein our products are marketed and displayed through advertisement or marketing displays. Our sales strategy is focused on understanding the key drivers of customer behaviour and associating the product offering with such customer behaviour. We offer promotional schemes on a regional and store level during region specific festivals and store level and Company level milestones such as store opening anniversaries and upon the Company crossing number of stores respectively. We regularly greet our customers on all special occasions, festivals 355and regularly inform them about important events happening in the Company via Social Media Influencers, print advertisements, SMS, social networking pages, and cable. We also engage in cross-promotional arrangements with third parties, by providing additional discounts and special offers on the vouchers issued by such third parties. We arrange for lucky-draws at regular intervals where the winners are given special prizes by us. Wholesale Network We have built a network of wholesalers and retail touch points to whom we sell through our wholesalers and also directly through our sales and marketing team. We sell our products across 9 states with majority of our sales coming from the state of Maharashtra and Gujarat. In addition to our commission agents, as of March31, 2025we have a 2 (Two) member sales team that visits our existing and potential customers on a regular basis. Our domestic revenue based on our network of sales: Fiscal 2025 Fiscal 2024 Fiscal 2023 As a % of As a % of As a % of Particul Revenue Revenue Revenue Revenue Revenue Revenue Network Network Network ars (₹ in from (₹ in from (₹ in from (in nos.) (in nos.) (in nos.) Lakhs) Operatio Lakhs) Operatio Lakhs) Operatio ns ns ns Wholesa 234 14,588.85 17.78% 238 7,571.34 9.30% 199 4,851.91 4.76% ler Retail 72 186.51 0.23% 202 484.48 0.60% 329 1,072.31 1.05% outlets Total 14,775.36 18.00% 8,055.82 9.89% 5,924.22 5.82% Direct Sales to third-party brand and Industrial consumer In addition to the wholesale network, we may also offer our products, such as spices, wheat flour and peanuts, to third- party brand owners and industrial consumer. In the industrial consumer vertical, we produce and market spices, peanuts and wheat flour and refined wheat flour to companies in the food industry, such as manufacturers of biscuits and namkeens, snack foods, ready-to-eat, and food ingredients. We have had long standing relationships of over 3 years with our key customers which include prominent large fast-moving consumer goods (“FMCG”) companies. We sell our products to the above food industries predominantly in Gujarat. For our institutional customers, we provide customized product solutions and variants depending upon their individual requirements. We undertake trading of food and non food products in assorted form of reputed brands and our also own brand to institutions such as restaurants and hotels and also to organization that undertakes distribution of assorted food packets. For instance, we supplied 400 packet of assorted food packets containing Garam Masala, Soap, Tea Powder, Salt, Sugar, Turmeric Powder, Toor Dal & Sunflower Oil to state government corporation. We also sell sugar, rice, edible oil, etc in bulk form to players operating with their own brands, to those who sell these products in unbranded or loose form. We sell these bulk products in domestic markets as well as in international markets. There is also a proportion of our products in the market that eventually gets consumed in bulk form through the wholesale network. We sell to traders and re-packers and the products ultimately gets sold either in their own brands or gets consumed in bulk form. This vertical adds value to our business by ensuring higher capacity utilization and improving the overall production efficiency and costs. Export We majorly export peanuts and its variants in unbranded form. While, we export whole spice, powder spices, pulses, staples & groceries and wheat flour in bulk form to players operating with their own brands, to those who sell these products in unbranded or loose form. We also export wholespices and powder spices under our brand ‘Indian Chaska’ and wheat flour, pulses, staples & groceries under the brand ‘Patel Fresh’. We have exported our manufacturing products to over 35countries during thedisclosed financial period. Our ultimate customers in export are tier-II supermarkets and traders and re-packers who sell these products either in their own brands, in our brands or gets consumed in bulk form. 356Further, we undertake export trading of food & non food products in mix container, as per customer specification and also in bulk containers to over 25 countries26. We export our products to our customers directly and also through commission agents. Furthermore, we seek export opportunities of agri-products in bulk. For instances we exported 75,857 metric tonnes of sugar during the Fiscal 2023, 14,687 MT of sugar during the Fiscal 2024 and Nil MT of sugar during the Fiscal 2025. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we generated ₹27,350.98 Lakhs, ₹40,651.96 Lakhs and ₹66,962.58 Lakhs, respectively, from gross export sales, representing approximately 33.33%, 42.29% and 65.74%, respectively, of our revenue from operations. E-tailing We have also launched “Patel’s R Mart” in Fiscal 2021, which is a mobile application on android and IOS platform to provide our Retail customers with access to our supermarket on their finger tip. Our supermarkets will also serve as fulfillment centers for home delivery of products ordered Online to domestic customers. As on May 31, 2025 we have 86,000+ downloads of our mobile applications. Marketing As of May 31, 2025, our sales and marketing team comprised 14personnel and are based out of our registered office. Our sales and marketing initiatives for our retail stores is managed by cluster manager. Each cluster manager is responsible for increase in sales and promoting retail stores under his cluster. The cluster manager in turn reports to Head – Retail Business. Our marketing initiatives include advertising through print, TV commercials and electronic media such as promoting our brands through social media. Our marketing is driven by store advertising, product advertising and range advertising. Product advertising is intended to maintain the market share of some products while we seek to increase the market share of some other products. Range advertising promotes a range of our products. For example, a recently launched advertising campaigns such as “Saste 6 Din”, “Fabulous February Offer”, “Winter Dhamaka Offer” promotes our store and entire range of our products. Certain marketing initiatives that we have undertaken to increase visibility of our brand “Patel’s R Mart” include cable TV commercials, print publication, digital media, public relations, consumer offers and roadshows, among others. Print media is typically used at the time of launch of a campaign and is primarily used to reach our customers in the region which we operate. Further, consumer offers such as promotional schemes provide us with an opportunity to test new products with various demographics. For our domestic and export sales of our manufactured and traded goods we employ a go-to-market approach and engage different advertising strategies for premium and masstige brands. Further, we have a dedicated team of 6 members who are responsible for promoting our export sales based on the geography assigned to the team. Further, we also participate in trade fairs and exhibitions organised domestically and also internationally. For instance, in the past, we participated in “Gulf Food” organised by Dubai World Trade Centre (DWTC) and “Indus Food” an integrated trade show for the Food and Beverage industry, organised by the Trade Promotion Council of India with the support of the Department of Commerce, Government of India. In the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our advertiment and sales promotional expenses were ₹154.71 Lakhs, ₹55.44 Lakhs and ₹154.77 Lakhs, or 0.19%, 0.07% and 0.15% of our revenue from operations, respectively. Risk Management Our risk management framework includes our risk management policy approved by our Board. Monitoring and identification of risks is carried out at regular intervals with the aim of improving the processes and procedures involved and to set appropriate risk limits and controls. After risks have been identified, risk mitigation solutions are 26 Countries and customers may overlap and we have undertaken export trading to 5 distinct countries. 357determined to bring risk exposure levels in line with risk appetite. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our business activities. We have a comprehensive risk management system covering various aspects of our business, including operational, legal, treasury, regulatory and financial reporting. Our Board reviews the probability of risk events that may adversely affect the operations and profitability of our business and suggests suitable measures to mitigate such risks. Customer Grievance Redressal Mechanism: Our Company has a structured cutomer grievance redressal mechanism in place to ensure the effective resolution of customer complaints. Customers can register their complaints through multiple channels, including the in-store complaint desk at any Patel’s R Mart store, email support via a designated customer care email ID, and escalation to Cluster (Regional) Managers in case of unresolved grievances. Customer complaints are addressed promptly, with store-level issues being resolved by store managers within 24–48 hours, product quality concerns investigated and addressed within 3–5 working days, and billing or payment disputes reviewed by the finance team and resolved within 48 hours. In instances where a customer complaint remains unresolved for more than 7 days, it is escalated to senior management for further intervention. Additionally, for customer complaints or queries specifically related to private-label products, we have a dedicated email ID - customercare@indianchaska.in, to provide a separate grievance redressal channel. Our Company has received 24, 34 and 38 customer complaints in the financial years 2022-23, 2023-24 and 2024-25 respectively and the customer complaints were resolved in the same financial year and there was no instance of any pending complaints at the end of each period. HUMAN RESOURCES Our employees include in-store personnel, management, IT and administrative, finance, marketing, procurement and logistics personnel. As of May 31, 2025, we had 229permanentemployees and 1,171 contract workers working in our stores, Manufacturing Facilities, Distribution centre and offices and admin staff. We engage contract employees from time to time depending on business needs. Having a mix of full-time employees and contract employees gives us flexibility to run our business efficiently. For further details, see “Risk Factors – Our business is manpower intensive and a high proportion of our total staff comprises of employees on contract. Our business may be adversely affected if we are unable to recruit and retain suitable staff for our operations.” on page 68. We believe that our emphasis on training our employees improves our operations and efficiency as well as our customer service standards. It incentivises and encourages our employee loyalty and builds a strong corporate culture. Through our regular in-house training programs, employees not only receive training on areas such as (i) responsibilities to customers onproduct quality and customer services; (ii) competitive pricing policies; and (iii) the operational procedures of our stores and regular updates on developments in management and market trends. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we engaged 575, 648 and 674 contract labourers at our stores, Distribution Centre, and Facility 1, and 166, 119 and 54 contract labourers at Facility 2 and Agri-cluster, respectively, not on our payroll. As of May 31, 2025, we had 229employees as set out below: Department Number of employees Accounts & Finance 13 Administration 13 Advertising & Marketing 4 Sales 10 Export Operations 15 Factory 27 358Department Number of employees Human Resources 3 IT 6 Lab & Research & Development 2 Purchase 17 Retail Store 87 Operations 32 Total 229 COLLABORATIONS/TIE UPS/ JOINT VENTURES As on date of this Prospectus, our Company does not have any Collaborations/Tie-ups/Joint Ventures EXPORT OBLIGATION We have 13 licenses issued under Advance Authorization scheme of Government of India (import license) to import, in aggregate of 14,570.19 MT of wheat within 12 months from the date of issuance of import license. Against this import authorization our company have imported 13316.46 MT of wheat as of March 31, 2025 and have a balance authorization to import 485.44 MT of wheat on or before December 6, 2025.Against the wheat imported under the import license, we have an export obligation of around 12,588.81 MT of Wheat Flour within the time specified in the import license. As of June 15, 2025 we have exported 11,521.05 MT of wheat flour against the export obligation of 12,588.81 MT and our outstanding export obligation to be completed by August 12, 2025 is 1,067.76 MT of wheat flour. Except for the forfeiture of fees paid to obtain the import license, no other penalties is levied in case of failure to import as per import license. While we have not defaulted against our export obligation any failure to export would lead to payment of duties against the corresponding import value of wheat. COMPETITION The Indian retailing space particularly FMCG is a captivating blend of tradition and transformation, where established giants like kirana stores face off against the rising tide of modern trade and innovative e-commerce players. Major players include Reliance Fresh, More Retail, Avenue Supermarkets (DMart), Max Hypermarket (Spar), Spenser’s retail, and Star Bazaar, to name a few. (Source: D&B Report. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/). Each of the aforementioned organised retailers has an established presence in the markets we operate and in some cases across India and each is continuing to open additional stores in the same cities where we have opened or intend to open our stores. Although we also compete with grocery retail across varying formats, we believe that our business model is different from several such operators, primarily because of our store reach, careful product assortment and EDLC/EDLP strategy. In addition, although e-tailing is not currently a major part of the retail industry in the markets we operate, we expect competition from e-tailing to increase in the long term as the market develops. We believe the principal elements of competition in our industry are productrange, quality, brand image, price, delivery, general customer experience. We face competition from various organised and unorganised player in the industry. Additionally, we face competition from a number of regional, unorganized manufacturers andretailers. For further details, see “Risk Factors- We operate in a competitive market and any increase in competition may adversely affect our business and financial condition.” on page 47. Health, Safety and Environment We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with regulatory requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facilities or under our management. We aim to significantly reduce accidents and occupational health hazards through a systematic analysis and control of risks and by providing appropriate training to our management and our employees. 359We have implemented health and safety measures to ensure a healthy and safe working environment at our facilities and to the general public. Such measures include regular reporting and internal audit. Further, we provide regular trainings to our senior managements and employees. We are committed to environmental sustainability and towards this objective we have implemented solar power at our Facility 1 and Facility 3. Further as part of our manufacturing process for sesame in our Unit V of Facility 3, we have installed ETP of 30KLD. We also take efforts for zero discharge of agri waste and also use recyclable packing materials to the extent possible. Information Technology Our information technology systems are vital to our business and we have adopted information technology policies to assist us in our operations. The key functions of our information technology team include establishing and maintaining enterprise information systems and infrastructure services to support our business requirements, maintaining secure enterprise operations through, among others, risk assessment and incident management policies. We utilize an enterprise resource planning solution, Sanvik (Oracle) and Tallyprime (ERP), which assists us with various functions including customer relationship management, human resources and supply chain management. Our information technology team is also engaged in data analytics as decision making support for the management by providing various MIS reports for our sales and marketing, manufacturing and other key functions. Our information technology team also plays a significant role in our go-to-market strategy and various supply chain solutions which increases our operational efficiency. Insurance Our operations are subject to risks inherent to manufacturing operations such as risk of equipment failure, work accidents, fire, earthquakes, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and environmental damage. We may also be subject to product liability claims if the products that we manufacture are not in compliance with regulatory standards and the terms of our contractual arrangements. In order to manage the risk of losses from potentially harmful events, we maintain insurance policies such as, fire and other natural and accidental risks at our facilities, money and fidelity insurance, and stock insurance. Additionally, our Company maintains vehicle and marine insurance, burglary and employee mediclaim insurance policies. These insurance policies are renewed periodically to ensure that the coverage is adequate. We have not currently taken any D&O insurance, cyber crime, corporate general liability or keyman insurance. We believe that our insurance coverage is in accordance with industry custom, including the terms of and the coverage provided by such insurances. Our policies are subject to standard limitations. Therefore, insurance might not necessarily cover all losses incurred by us and we cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies. Further, in the past, there are instances where our insurance claims were not satisfactorily honoured. See “Risk Factors – Our insurance coverage may not be sufficient or may not adequately protect us against all material hazards, which may adversely affect our business, results of operations and financial condition” on page 75. Infrastructure Power: As part of our manufacturing operations, we require a steady and abundant supply of power in our processing and manufacturing facilities. The power requirements of our Facility 1, in the state of Maharashtra are met through local state power grid, Maharashtra State Electricity Board (MSEB) and the power requirements of our Facility 2 and Agri- cluster, in the state of Gujarat is met through local state power grid, Paschim Gujarat Vij Company Limited. Our Company also maintain 1 (one) diesel generator of 30 KvA in our Facility 2 and 1 (one) diesel generator of 125 KvA in our Facility 3. Further, our Facility 1 has maintained 1 (one) diesel generator of 125 KvA. Further, as on May 31, 2025, we have installed diesel generators in each of our 35 retail stores ranging from 10 KvA to 62.50 KvA and 51 (fifty-one) inverters across our 43 (forty-three) retail stores. We use diesel generators and inverters on a stand-by basis 360to meet any disruption in power supply. We have also entered into Solar Power Purchase Agreement with Bidprotrade Solutions Private Limited, for supply of renewable power, by installing roof top solar power plant of 1100 KWp capacity with approximate monthly average generation of 132,000 units at our Agri-cluster, for a period of 25 (twenty five) years. Water and other consumables In our supermarkets we use tap water from local muncipalty, in our Facility 1 we use water connection available from MIDC and in our Facility 2 & Facility 3 we use water from bore-wells, which is treated and purified in the water purification plant installed in these facilities. Utilities Our Office is well equipped with computer systems, internet, connectivity, other communication equipment, security and other facilities, which are required for smooth functioning of our business activity. Our utility expenses based on our Restated Financial Statements is ₹1,166.63 Lakhs, ₹ 1,091.14 Lakhs, ₹ 685.96 Lakhs constituting 1.42%, 1.34% and 0.67% of our revenue from operations and constituting 1.47%, 1.39% and 0.69% of our total expenses in the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. 361PROPERTIES Intellectual Property Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Patel Low Price Bechar 1382388; Super Market 1. 35 Device Raghavji September 05, Registered (Label) Patel* 2015 Patel's R Patel Retail 1662557; 2. 35 Device Registered Choice Limited March 10, 2018 Patel"s R Marrt Patel Retail 1662558; 3. 35 Device Registered (Label) Limited March 10, 2018 Patel Retail 1662559; 4. Patel's R Vallue 35 Device Limited Registered March 10, 2018 Patel's R Patel Retail 1662560; 5. 35 Device Registered Phresh (Label) Limited March 10, 2018 Dial A Job Patel Retail 1662561; 6. 35 Device Registered (Label) Limited March 10, 2018 1735819; Patel"s R Patel Retail 7. 30 Device September 23, Registered Pharesh (Label) Limited 2018 362Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Patel Retail 1945736; 8. Patel fresh 35 Device Limited Registered April 05, 2020 Patel Retail 2463597; 9. Patel fresh 29 Device Registered Limited January 21, 2023 Patel Retail 2463598; 10. Patel Fresh 30 Device Registered Limited January 21, 2023 Patel Retail 2463599; 11. Patel Fresh 32 Device Registered Limited January 21, 2023 Patel Retail 2665377; 12. Blue Nation 25 Device Registered Limited January 24, 2024 P (Device) with Patel Retail 4115770; 13. 35 Device Registered Low Price Limited March 13, 2019 363Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Mumbai Patel Retail 4116705; 14. Chaska With 29 Device Registered Limited March 13, 2019 Device (Label) Mumbai Patel Retail 4116706; 15. Chaska With 30 Device Registered Limited March 13, 2019 Device (Label) Opposed (i) The Opponent is the true and lawful proprietor of the following trademarks: “Aam Chaska”, “Anar Chaska”, “Chaska”, and “Chaska Bite”. (ii) The trademarks “Aam Chaska” and “Chaska” were in commercial use Mumbai Patel Retail since December 1, 1995, whereas 4116707; 16. Chaska With 32 Device Private the trademark “ANAR CHASKA” March 13, 2019 Device (Label) Limited has been in commercial use since 2004. (iii) The Opponent submitted that the trademark “Mumbai Chaska” (“Impugned Trademark”) was devoid of any distinctive character. Further, the said trademark was deceptively and/ or confusingly similar to its well-known and reputed trademarks i.e., Aam 364Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Chaska, Anar Chaska, Chaska and Chaska Bite. The Impugned Trademark is likely to be considered by the public at large as an extension of trademarks of the Opponent. Mumbai Patel Retail 4116708; 17. Chaska With 35 Device Registered Limited March 13, 2019 Device (Label) Indian Fresh Patel Retail 4116769; 18. Food with 29 Device Registered Limited March 13, 2019 Device (Label) Indian Fresh Patel Retail 4116770; 19. Food with 30 Device Registered Limited March 13, 2019 Device (Label) Indian Fresh Patel Retail 4116771; 20. Food with 32 Device Registered Limited March 13, 2019 Device (Label) 365Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Fresh Patel Retail 4116772; 21. Food with 35 Device Registered Limited March 13, 2019 Device (Label) 5019556; Patel fresh Patel Retail 22. 30 Device June 25, 2021 Registered (label) Limited Opposed (i) The Opponent is the true and lawful proprietor of the following trademarks: “Aam Chaska”, “Anar Chaska”, “Chaska”, and “Chaska Bite”. Patel Retail 5292618; (ii) The trademarks “Aam Chaska” and 23. Indian - Chaska 30 Device Private January 20, 2022 “Chaska” were in commercial use Limited since December 1, 1995, whereas the trademark “ANAR CHASKA” has been in commercial use since 2004. (iii) The Opponent submitted that the trademark “Mumbai Chaska” (“Impugned Trademark”) was devoid of any distinctive 366Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date character. Further, the said trademark was deceptively and/ or confusingly similar to its well- known and reputed trademarks i.e., Aam Chaska, Anar Chaska, Chaska and Chaska Bite. The Impugned Trademark is likely to be considered by the public at large as an extension of trademarks of the Opponent. Patel Retail 6102465; 24. PRL logo 35 Device Registered Limited September 9, 2023 Patel Retail Limited with Patel Retail 6102469; 25. 35 Device Accecpted and Advertised Logo ....Trust Limited January 20, 2022 & Togetherness Device Patel Retail 6133747; 26. Indian Chaska 30 Accecpted and Advertised Limited October 03, 2023 367Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Patel Retail 6949188; April 10, 27. Saniq 3 Device Formalities Check Pass Limited 2025 Patel Retail 6949189; April 10, 28. Tidymax 3 Device Formalities Check Pass Limited 2025 Patel Retail 6949190; April 10, 29. Washybar 3 Device Formalities Check Pass Limited 2025 Patel Retail 6949191; April 10, 30. Yelo 35 Device Formalities Check Pass Limited 2025 Patel Retail 6949192; April 10, 31. Ye-lo 35 Device Formalities Check Pass Limited 2025 Patel Retail 6949193; April 10, 32. Tidyflush 3 Device Formalities Check Pass Limited 2025 368Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Blue Patel Retail 6949194; April 10, 33. 31 Device Formalities Check Pass Commando Limited 2025 Patel Retail 6949195; April 10, 34. Blixo 3 Device Formalities Check Pass Limited 2025 Patel Retail 6949196; April 10, 35. R Care 21 Device Formalities Check Pass Limited 2025 Patel Retail 6949197; April 10, 36. Yelona 39 Device Formalities Check Pass Limited 2025 Patel Retail 6949666; April 10, 37. BrightWave 3 Device Formalities Check Pass Limited 2025 369Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Patel Retail 6987849; May 02, 38. 30 Device Formalities Check Pass Chaat Masala Limited 2025 Indian Chaska Patel Retail 6987850; May 02, 39. 30 Device Formalities Check Pass Chhole Masala Limited 2025 Indian Chaska Patel Retail 6987851; May 02, 40. Chicken 30 Device Formalities Check Pass Limited 2025 Masala Indian Chaska Patel Retail 6987852; May 02, 41. Egg Curry 30 Device Formalities Check Pass Limited 2025 Masala Indian Chaska Patel Retail 6987853; May 02, 42. Fish Fry 30 Device Formalities Check Pass Limited 2025 Masala 370Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Patel Retail 6987854; May 02, 43. 30 Device Formalities Check Pass Garam Masala Limited 2025 Indian Chaska Patel Retail 6987855; May 02, 44. 30 Device Formalities Check Pass Jaljira Masala Limited 2025 Indian Chaska Patel Retail 6987856; May 02, 45. Kitchen King 30 Device Formalities Check Pass Limited 2025 Masala Indian Chaska Patel Retail 6987857; May 02, 46. 30 Device Formalities Check Pass Meat Masala Limited 2025 Indian Chaska Patel Retail 6987858; May 02, 47. Shahi Paneer 30 Device Formalities Check Pass Limited 2025 Masala 371Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Patel Retail 7019791; May 21, 48. 30 Device Formalities Check Pass Jeera Powder Limited 2025. Indian Chaska Patel Retail 7019792; May 21, 49. Amchur 30 Device Formalities Check Pass Limited 2025. Powder Indian Chaska Red Chilli Patel Retail 7019793; May 21, 50. 30 Device Formalities Check Pass Powder Limited 2025. Indian Chaska Patel Retail 7019794; May 21, 51. Kashmiri Chilli 30 Device Formalities Check Pass Limited 2025. Powder Indian Chaska Patel Retail 7019795; May 21, 52. Coriander 30 Device Formalities Check Pass Limited 2025. Powder 372Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Patel Retail 7019796; May 21, 53. Turmeric 30 Device Formalities Check Pass Limited 2025. Powder Indian Chaska Patel Retail 7020862; May 22, 54. Panipuri 30 Device Formalities Check Pass Limited 2025. Masala Indian Chaska Patel Retail 7020863; May 22, 55. Pav Bhaji 30 Device Formalities Check Pass Limited 2025. Masala Indian Chaska Patel Retail 7020864; May 22, 56. Shahi Biryani 30 Device Formalities Check Pass Limited 2025. Masala Indian Chaska Sambhar Patel Retail 7020865; May 22, 57. 30 Device Formalities Check Pass Masala Limited 2025. 373Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Patel Retail 7020867; May 22, 58. 30 Device Formalities Check Pass Sabji Masala Limited 2025. Indian Chaska Chicken Patel Retail 7020869; May 22, 59. 30 Device Formalities Check Pass Tandoori Limited 2025. Masala Indian Chaska Patel Retail 7020870; May 22, 60. 30 Device Formalities Check Pass Tea Masala Limited 2025. Indian Chaska Patel Retail 7020871; May 22, 61. Usal Misal 30 Device Formalities Check Pass Limited 2025. Masala Indian Chaska Patel Retail 7020873; May 22, 62. Kasuri Methi 30 Device Formalities Check Pass Limited 2025. Masala Indian Chaska Patel Retail 7020875; May 22, 63. Black Pepper 30 Device Formalities Check Pass Limited 2025. Powder 374Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date MM Magic Meals with Patel Retail 7050477; June 7, 64. 29 Device Formalities Check Pass tagline Tasty Limited 2025. Hai Bro MM Magic Meals with Patel Retail 7050478; June 7, 65. 30 Device Formalities Check Pass tagline Tasty Limited 2025. Hai Bro Magic Meals Patel Retail 7050479; June 7, 66. with tagline 29 Device Formalities Check Pass Limited 2025. Tasty Hai Bro Magic Meals Patel Retail 7050480; June 7, 67. with tagline 30 Device Formalities Check Pass Limited 2025. Tasty Hai Bro 6841221; February Patel Essentials Patel Retail 68. 3 Device 5, 2025 Formalities Check Pass with PRL logo Limited Patel Essentials Patel Retail 6841222; February 69. 21 Device Formalities Check Pass with PRL logo Limited 5, 2025 375Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Mumbai Patel Retail Artistic A133420/2020; 70. Chaska with P Private Registered work January 19, 2020 (Logo) (Label) Limited Artistic Patel Retail A-155579/2024; 71. PRL Logo Registered work Limited July 11, 2024 PRL Logo….. Artistic Patel Retail A-155580/2024; 72. Trust & Registered work Limited July 11, 2024 Togetherness Patel Retail Artistic A-110966/2014; 73. Patel Fresh Private Registered work March 19, 2014 Limited P (logo) with Patel Retail Artistic A-133418/2020; 74. Low Price Private Registered work January 18, 2020 (Label) Limited 376Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Fresh Patel Retail Artistic A-133419/2020; 75. Food with P Private Registered work January 19, 2020 Logo (Label) Limited Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Artistic Patel Retail 142624; April 10, 76. BrightWave note that written submission received work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” 377Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Artistic Patel Retail 142654; April 4, 77. Blixo note that written submission received work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” Objected The text of the objection raised is as under: Artistic Patel Retail 142655; April 4, “Copyright certificate under Section 78. Saniq work Limited 2025 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please note that written submission received 378Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Artistic Patel Retail 142656; April 4, 79. Tidyflush note that written submission received work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” 379Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Artistic Patel Retail 142657; April 4, 80. Tidymax note that written submission received work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” Objected The text of the objection raised is as under: Artistic Patel Retail 142658; April 4, “Copyright certificate under Section 81. Washybar work Limited 2025 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please note that written submission received 380Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Blue Artistic Patel Retail 142659 ; April 4, 82. note that written submission received Commando work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” 381Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Artistic Patel Retail 142660; April 4, 83. Yelo note that written submission received work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” Objected The text of the objection raised is as under: Artistic Patel Retail 142661; April 4, “Copyright certificate under Section 84. Ye-lo work Limited 2025 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please note that written submission received 382Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” Objected The text of the objection raised is as under: “Copyright certificate under Section 45(1) of the Copyright Act, 1957 cannot be issued. However, if you so desire, you may file written submission in this regard within 2 months from the date of receipt of this objection letter. Please Artistic Patel Retail 142662; April 4, 85. R Care note that written submission received work Limited 2025 after expiry of the above mentioned period will not be considered and the case be treated as closed. If the artistic work attached with the Application is already registered or applied for registration by you under the Trade Marks Act, 1999, the details thereof like application number, date of filing, Journal number and copy of representation should be given.” 383Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Artistic Patel Retail 142663; April 5, 86. Yelona Marked for exam work Limited 2025 Indian Chaska Artistic Patel Retail 143723; May 21, 87. Panipuri New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143724; May 21, 88. Pav Bhaji New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143725; May 21, 89. Shahi Biryani New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143726; May 21, 90. Sambhar New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143727; May 21, 91. New Application Sabji Masala work Limited 2025 384Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Chicken Artistic Patel Retail 143728; May 21, 92. New Application Tandoori work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143729; May 21, 93. New Application Tea Masala work Limited 2025 Indian Chaska Artistic Patel Retail 143730; May 21, 94. Usal Misal New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143731; May 21, 95. New Application Kasuri Methi work Limited 2025 Indian Chaska Artistic Patel Retail 143732; May 21, 96. Black Pepper New Application work Limited 2025 Powder Indian Chaska Artistic Patel Retail 143733; May 21, 97. New Application Jeera Powder work Limited 2025 385Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Artistic Patel Retail 143734; May 21, 98. Amchur New Application work Limited 2025 Powder Indian Chaska Artistic Patel Retail 143735; May 21, 99. Red Chilli New Application work Limited 2025 Powder Indian Chaska Artistic Patel Retail 143736 ; May 21, 100. Kahmiri Chilli New Application work Limited 2025 Powder Indian Chaska Artistic Patel Retail 143737; May 21, 101. Coriander New Application work Limited 2025 Powder Indian Chaska Artistic Patel Retail 143738; May 21, 102. Turmeric New Application work Limited 2025 Powder Indian Chaska Artistic Patel Retail 143751; May 22, 103. New Application Chaat Masala work Limited 2025 Indian Chaska Artistic Patel Retail 143752; May 22, 104. New Application Chhole Masala work Limited 2025 386Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Artistic Patel Retail 143753; May 22, 105. Chicken New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143754; May 22, 106. Egg Curry New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143755; May 22, 107. Fish Fry New Application work Limited 2025 Masala Indian Chaska Artistic Patel Retail 143756; May 22, 108. New Application Garam Masala work Limited 2025 Indian Chaska Artistic Patel Retail 143757; May 22, 109. New Application Jaljira Masala work Limited 2025 Indian Chaska Artistic Patel Retail 143758; May 22, 110. Kitchen King New Application work Limited 2025 Masala 387Nature of Sr. Trademark/ Trademark Application Class Owner Status No. Copyright Logo / Copyright Number and Date Indian Chaska Artistic Patel Retail 143759; May 22, 111. New Application Meat Masala work Limited 2025 Indian Chaska Artistic Patel Retail 143760; May 22, 112. Shahi Paneer New Application work Limited 2025 Masala Patel Essential Artistic Patel Retail 140774; December 113. Registered with PRL Logo work Limited 17, 2024 Note: *The Company has filed an application/ request dated December 22, 2023 with the Registrar of Trademarks for change of name of the owner as regards the said trademark from ‘Bechar Raghavji Patel’ to ‘Patel Retail Limited’. [Remainder of the page has been intentionally left blank.] 388Immovable Properties Details of our immovable properties are as below:- OWNED PROPERTIES Area (Sq. Ft. / Sq. Date of Lease Sr. Owned / Leased Details of the Details of Property Mtrs.) Agreement Actual use Rent No. (Validity) lessor/licensor/seller Survey no. 35, Hissa no. 2, 1. Revenue Village, Kulgaon, 906 sq. yards May 23, 2011 Retail Store Owned N.A. Patel Retail Limited Tal. Ambernath, Thane Basement floor, A wing, Sai January 16, 2. Arcade, Village, Navagaon, 331.54 sq. ft. 2020 Owned N.A. Patel Retail Limited Retail Store Taluka Kalyan, Dist. Thane Survey No. 145/1, Bhuj Bachau Highway, Village 3. Dudhai, Taluka Anjar, 3 Acres -27 Guntha April 23, 2015 Factory Owned N.A. Patel Retail Limited District Kutch, Gujarat - 370115 Survey No. 170/2, Bhuj Bachau Highway, Village November 8, 4. Dudhai, Taluka Anjar, 7 Acres -38 Guntha Factory Owned N.A. Patel Retail Limited 2019 District Kutch, Gujarat – 370115 Survey No. 425/11/P2, Ward No. 1, Dhamadka, November 18, 5. 13 Acres -14 Guntha Factory Owned N.A. Patel Retail Limited Dhamadka B.O, Kachchh, 2023 Gujarat, India, 370115 LEASED PROPERTIES Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Plot M-2, Udyog Bhavan No.5, 7500 sq. December Processing Unit Lease (Tenure ₹366.89 Lakhs The Maharashtra Industrial 1. No NA M.I.D.C, Additional Ambernath, metres 20, 2012 / Warehouse / - 92.28 Years) (Lease rent Development Corporation 389Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Anand Nagar, Ambernath Distribution paid for the Centre / tenure of the Corporate lease) Office Survey No. 151, No.4A, Village Leave and Chikhloli,Tal, Ambernath, January 16, License ₹1,21,000 Per Khalil Ahmed, 2. 10,000 Retail Store No NA Kalyan Badalpur Road, 2024 (Tenure – 3 Month Nawabali Subedar sq. ft. Ambernath, Thane Years) Jain Plaza, Office premises 1, 2, 1320 Sq. Leave and May 1, ₹15,000 Per 3. 11, 111 and 112, Ambernath ft. Retail Store License Bechar Raghavji Patel Yes Yes 2023 Month (East)- 421501 (3 years) Leave and Laxmichhaya Apt., Mahalaxmi May 6, License ₹1,10,000 Per 4. Nagar, Vadavli, Ambernath 2616.10 Retail Store M/s. Parijat Constructions No NA 2022 (Tenure – 5 Month (East) sq. ft. Years) Leave and License (Tenure – 9 January 1, Ground floor, Jainam Residency, Years -slab of ₹1,70,000 Per 5. 3500 sq. 2019 Retail Store M/s. KBP Corporation Yes Yes Palegaon, Ambernath (East) 3 years Month ft. renewable by mutual consent) Jayan Wadhwa, Vikramraj Chouhan, Rekha Chouhan, Ground Floor, May Flower Leave and Divyaraj Chouhan, Mehul Gardens, Shivganganagar, Shiv 9700 sq. November License ₹4,18,000 Per Chouhan, Sagar Chouhan, 6. Retail Store No NA Mandir Road, Ambernath, ft. 13, 2024 (Tenure – 5 Month Manisha Chouhan, Indra Thane- 421501 Years) Chouhan, Ram Kukreja, Roshni Wadhwa and Murli Valecha Leave and Gr. Gala No. 3 Opp Jathar January 1, License ₹ 50,000 Per Patel RPL Realty Private 7. 2965 sq. Retail Store Yes Yes Hospital, Ambernath (West) 2024 (Tenure - 9 Month Limited ft. Years) 390Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Dilip Tukaram Surval, Nandkumar Tukaram Surval, Survey no.46/11, 46/12, 83/7 & Leave and Arun Tukaram Surval, Bharat 83/8, shop no. 1 to 14, Surval 3600 sq. July 28, License ₹2,52,000 Per 8. Retail Store Tukaram Surval, Sharad No NA Heights B wing Ground floor, ft. 2023 (Tenure- 10 Month Tukaram Surval, Anil Shirgaon Badlapur (East) years) Tukaram Surval and Bhimabai Tukaram Surval. Ground Floor, bearing No. 1, E- Agreement for ₹1,50,000 Per 2 building and Premises No. 2 in commission Month or 3% Stalwart Impex Private E-3 Building in Ushakiran 6300 sq. November on sales of 9. Retail Store of Sales, Limited, M/s. Usha No NA Residency, Village Kharvai, ft. 10, 2024 business whichever is Construction Co. Taluka Ambernath, District (Tenure – 5 higher Thane, Kulgaon, Badlapur Years)# Leave and Shree Gan Neel Apartment, 1500 sq. January 16, License ₹3,81,397 Per 10. Retail Store M/s. Neel Siddhi Enterprises No NA Village Katrap, Badlapur (East) ft. 2024 (Tenure – 3 Month Years) Basement, Mandavkar Complex, Leave and Nr. Shamrao Vithal Coop Bank, 2500 sq. November License ₹3,11,732 Per Raju Mandavkar and Neha 11. Retail Store No NA Sanewadi, Stn. Road, Badlapur ft. 13, 2024 (Tenure – 5 Month Constructions (West) Years) Shop no. Property no. 8000054, Ground Floor, Patil Mangal Leave and 4521 sq. Karyalay, Manjarli, 50/2, Plot November License ₹1,87,500 Per 12. ft. Retail Store Sudam Mahadeo Patil No NA no. 1&/ 50/ 2, Plot no. 2, Ganesh 13, 2024 (Tenure – 5 Month Chowk, Patil Nagar, Badlapur, years) Ambernath, Thane Leave and Vakratunda CHSL, Rajaji Path, November License ₹72,000 Per Meena Thakkar & Pooja H. 13. Opp. Swaminarayan Temple, 900 sq. Retail Store No NA 13, 2024 (Tenure – 5 Month Lakhani Dombivili (East) Thane 421201 ft Years) 391Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Deepak P. Mejari Unique Plaza Commercial Leave and Anita P. Mejari Complex, X-5, Shop No. 9, 1540 sq. November License Shanta M. Mejari 14. ₹1,76,400 Per No NA MIDC, Dombivili (East), Dist: - ft. 13, 2024 Retail Store (Tenure - 5 Prasad K Kabade Month Thane, State: Maharashtra Years) Tushar G Bedekar Sapna Sekhar Pal Leave and Ground Floor, Near Ice Factory, 4000 License ₹2,40,000 Per 15. July 29, Retail Store Bhagirathi Bharat Jondhale No NA Manpada road, Dombivli (East) Sq. ft. (Tenure – 60 Month 2022 months) Leave and Mhatre Chawl, Opp. Municipal M/s. Surya Trading Company, November License ₹1,00,000 Per 16. Hospital, Kopar Road, 1900 Sq. Retail Store Mrs. Usha Jethalal Haria, Mrs. No NA 13, 2024 (Tenure – 5 Month Dombivali (West) Ft. Kanya Devi Years) Mahajivinayak Co-Operative Leave and Housing Society Shree Harsh 3000 sq. November License ₹ 40,000 Per 17. Plaza, City survey No. 131, 134 Retail Store Kalpesh B Mhatre No NA ft. 13, 2024 (Tenure - Month Samrat Chowk, Dindayal Road, 5Years) Dombivli (West), Dist – Thane Shop No. 1, Datta Bhagwan Leave and Mhatre Building, Village Shivaji 3000 sq. October 6, License ₹2,50,000 Per 18. Nagar, Survey No 94/10 Retail Store Datta Bhagwan Mhatre No NA ft. 2022 (Tenure – 5 Month Kumbharkhanpada, Dombivli Years) (West), Thane Survey No. 1873, Ward No. 21, Leave and House No. 78/1, Village 5100 sq. January 30, License ₹2,35,000 Per 19. Retail Store Anand Kumar Mohatta HUF No NA Mulgaon Budruk, Tal. Khalapur, ft. 2023 (Tenure - 5 Month Dist. Raigad Years) Leave and Shankeshwar Kreators, A 13, H 2900 sq. April 1, License ₹2,17,500 Per 20. No. 2, Kolivali, Kalyan (West)- Retail Store Shankheshwar Kreaters No NA ft. 2022 (Tenure – 5 Month 421301 Years) 21. Shop no. 1, Office no. 5 to 7 plus 9347 sq. January 16, Retail Store Leave and ₹9,27,170 Per M/s. Gopal Krishna No NA 392Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length dressing room on Ground Floor, ft. 2024 License Month Developers Shop no. 1 to 12, and Office no. (Tenure – 3 18 to 23 plus dressing room on Years) 1st Floor, A wing, Krishna Square Building Ground Floor, Yogi Commercial Leave and Premises CHS, Opp. Madhav 4810 sq. July 1, License ₹3,80,000 22. Retail Store Jairam Patel No NA Shrishti, Godrej Hill Road, ft. 2024 (Tenure – 5 Per Month Khadakpada, Kalyan (West) Years) Leave and Satram Verhani (HUF), Anil Cholkar Niwas, Tilak Chowk, 1700 sq. October 12, License ₹1,94,040 Per 23. Retail Store Balchandani, Milind Pandit, No NA Kalyan (West) ft. 2020 (Tenure – 5 Month Prakash Jagyasi Years) Ground Floor, Shop No. 1, 2 & Leave and 3, Pranav Shopping Centre, 3500 sq. November License ₹94,833 Per 24. Retail Store M/s. Prachee Associates No NA Santoshi Mata Road, Kalyan ft. 13, 2024 (Tenure – 33 Month (West) Months) Shop No. 3 to 5, Murbadkar Leave and Building, Sonar Pada, Near 4200 sq. July 1, License ₹2,25,000 25. Retail Store Rakesh Subhashchandra Shah No NA Heritage School, Kalyan- ft. 2024 (Tenure – 5 Per Month Murbad Road- 421401 Years) Leave and Shop No. 1, Pandit Naka, 4000 sq. January 16, License ₹4,20,000 Per 26. Cherpoli, near ST Depot, Retail Store M/s. Shiv Sagar Builders No NA ft. 2024 (Tenure – 3 Month Shahapur- 421601 Years) Leave and Shop No. 1, 2, 3 and 4, Ground 2200 sq. September License ₹1,92,500 Per Parin Kirti Mota, Bhavin Kirti 27. Floor, Omkar Complex, Near Retail Store No NA ft. 3, 2020 (Tenure – 5 Month Mota, Ladhibai Kanji Mota Shahad Bridge, Shahad Years) Shop no. Shop no. 1, Shop no.1,2 Shop no. 1, 2 and 3 - Mahesh Regency Sarvam, Shop no. 1, 2, Leave and 1, 2 and 2 and 3 - and 3 - S. Khairari 3 and 4 of Commercial Building License 28. 3 -3964 September Retail Store ₹1,44,493 No NA No. 2, bearing S. No. 42, H No. (Tenure – 5 sq. ft. 17, 2021 Per Month Shop no. 4- Neha Anil Bathija 1, 2, 3, Manda Titwala- 421605 Years) and Bharat Jessaram Bhatija 393Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Shop no. Shop no. 4 Shop no. 4- 4 – 1321 – ₹55,389 sq. ft. September 17, 2021 Leave and Shop No. 1, Mukund Building, Deepak M. Tanna 4500 sq. January 16, License ₹2,55,000 Per 29. Aman Talkies Road, Ulhasnagar Retail Store No NA ft 2024 (Tenure – 3 Month (West) , Thane Years) Leave and Shop no. 1, 2 and 3, Plot 6, 7, 8, Gopidevi Dayaram Senani and 8500 sq. December License ₹1,92,5000 30. 9 Part of Maha Laxmi Marria Retail Store Ramchander Dayaram Senani No NA ft. 22, 2022 (Tenure – 3 Per Month Law Ulhasnagar (East) Years) Leave & Jain Plaza, Office premises 3, 4, 1320 Sq. May 1, License ₹15,000 Per 31. 10 and 110, Ambernath (East)- Retail Store Dhanji Raghavji Patel Yes Yes ft. 2023 (Tenure - 3 Month 421501 years) Leave and Shop No 9, B Wing Navare October 1, License ₹6000 per 32. Arcade, Shivam Tower, 500 sq.ft Godown Perumal Pechaiya Konar No NA 2023 (Tenure- 5 month Ambernath (East)- 421501 years) Ground floor, Shop No. 12 Leave and Vivekanand Arcade, Gandhi 250 Sq. February License ₹9000 per 33. Godown Ujjwala Ulhas Ambavane No NA Chowk, Station road, Badlapur ft 26, 2024 (Tenure- 22 month (East)-421503 months) Leave and 2/5 Sayyad Building Rajaji Path, 400 sq. October 1, License- ₹7500 per 34. Near Swami Narayan Mandir, Godown Yogesh Hirji Malani No NA ft 2023 (Tenure- 11 month Ram Nagar, Dombivali (E) months) Leave and Room No. 206, Tulsi Das Apt., 500 Sq. August 1, License ₹6000 per 35. Vijay Nagar, Near Ram Mandir, Staff room Ganesh Shaligram Patil No NA ft 2023 (Tenure- 5 month Dombivali (West) years) Shivkrupa Hsg Society, Room 800 sq. August 1, Leave and ₹5000 per 36. Staff room Ummedsingh Naruka No NA No. 04 Zunzarao, Complex ft. 2023 License month 394Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Murbad-421401 (Tenure- 5 years) Flat No 02, Behind SBI Bank, Leave and 450 Sq. August 1, ₹6000 per 37. Taluka Khalapur, Raigad - Staff room License Anand Kumar Mohatta HUF No NA ft. 2023 month 410203 (Tenure- 5 years) Survey No. 733/ P34, Village Lease 7.975 November Warehousing ₹10,000 per 38. Dudhai, Taluka Anjar, Kutch, (Tenure- 50 Hiren Bechar Patel Yes Yes acres 1, 2018 and Logistics month Gujarat years) House No. 212/2, Hari Om Timber Mart Compound, Near Leave and Vasant Poonamchand Patel, Bank of Maharashtra, 6000 sq. February License ₹2,81,000 per 39. Retail Store Sumit Ladharam Patel and No NA Kamatghar Ajurphat Agar Road, ft. 29, 2024 (Tenure- 5 month Aditya Naresh Patel Bhiwandi, Dist. Thane- 421302, years) Maharashtra, India House No. 293, Parekh Timber Mart Compound, Opposite Leave and Harshad N. Patel, Himmatlal Krishna Complex, Behind 5200 sq. January 29, License ₹2,21,000 per N. Patel, Sanjay M. Patel, 40. IndusInd Bank, Kaneri Agar Retail Store No NA ft. 2024 (Tenure- 5 month Kishor M. Patel, Ashok T. Road, Near Rameshwar Mandir, years) Patel, Jitesh T. Mukhi Kaneri, Bhiwandi, Dist. Thane- 421302, Maharashtra, India Leave and Survey no 30, Adarsh Park, Ajay 5200 sq. September License 41. Nagar, Kasar Alley, Retail Store ₹2,25,000 Smarnan Brothers Infra LLP No NA ft. 5, 2024 (Tenure- 5 Kombadpada, Bhiwandi-421302 years) Kaulram Rama Chaudhary, Leave and SER No. 158/1 Diva Shill Road Hanuman Harishchandra 5400 sq. May 7, License ₹75,000 per 42. Opp. Sudama Regency, Thane- Retail Store Chaudhary, Sandip No NA ft. 2024 (Tenure- 5 month 400612 Harishchandra Chaudhary years) 395Area Whether Whether Owned / Sr. (Sq. Ft./ Date of Lease Rent Details of the Lessor is a transaction Details of Property Actual use Leased No. Sq. Agreement lessor/licensor/seller related is at Arm’s (Validity*) Mtrs.) party? length Leave and Survey no. 30 Hissa No. 48, 49, 3000 sq. October 7, License ₹1,00,000 per 43. 53, 54, 57 & 58, Tisgaon, Kalyan Retail Store Rai Residency Pvt. Ltd. No NA ft. 2024 (Tenure- 5 month East-421306 years) Leave and Survey No. 114/1, Near Palava- 6000 sq. January 6, License ₹1,38,000 per Rupesh Arjun Valilkar, 44. Talija Road, Khoni MIDC Road Retail Store No NA ft. 2024 (Tenure- 4 month Bhavesh Arjun Valilkar Dombivali East-421301 years) Leave and Motiram Residency 02 Gr No 2450 sq. May 16, License ₹70,000 per Neha Nilesh Damodar, 45. 2008, Om Sai Nagar, Central Retail Store No NA ft. 2024 (Tenure- 5 month Madhura Milind Damodar Bank Padgha years) Kevalchand Mangaram Leave and Survey No 169/5, Old Agra Chaudhary, Dayaram 4700 sq. April 30, License ₹1,97,400 per 46. Road, Near Chaubal wada Bhere Retail Store Mangaram Chaudhary, No NA ft. 2024 (Tenure- 5 month Maidan, Shahpur-tal,-421601 Ranchodram Mangaram years) Chaudhary Shop No. 2A, Survey No. 5/5 Rangoli Village, H. No. 611, Leave and Opposite Mahindra Happinest, 4500 sq. January 29, License ₹4,11,000 per M/s Agarwal Rrecycling and 47. Retail Store No NA Kalyan Bhiwandi Road, ft. 2025* (Tenure- 5 month Manufacturing Private Limited Bhiwandi, Thane, Mahrashtra years) 421302 Shop No. 1,2,3, Ground Floor, Leave and Nice World, Wing 1, Survey No. 3950 sq. May 1, License ₹2,90,000 per Ayub Mohd Nafiz Khan, 48. 55, Taloapali Road, Near MM Retail Store No NA ft. 2025 (Tenure- 5 month Akalbun Nisa Mohd Khan Valley, Kausa, Mumbra Thane, years) 400612 *Our company signed the agreement on January 29, 2025, but the store only became operational on February 14, 2025. #For further details, please see History and Certain Corporate Matters – Other Agreements on page 410 of this Prospectus. 396Further, our Company has entered into Memorandum of Understanding (“MOU”) for purchase of the following immovable properties: Sr. Area (Sq. Ft. / Sq. Date of Details of Property Actual use Details of the seller No. Mtrs.) MOU Karjat Badlapur Road, 1. Near Poonam Hotel, 3200 sq. ft. May 6, 2025 Retail Store Shelar Chhaya Arun Vangani West. SHOP NO 2417/1 & SHOP NO 2339 Village- Rajendra Chandu 2. 3250 sq. ft. May 6, 2025 Retail Store Neral, Taluka-karjat, Vagheshwar Dist. - Raigad,- 410101 The Details of Domain Name registered on the name of the Company is: - Sr. Sponsoring Registratio Registrant Creatio No Domain Name and ID Registrar and n Expiry Name n date . IANA ID date Registrant Registrar: Name: Patel Domain Name: PATELRMART.COM GoDaddy.com, Retail 14th 14th May 1. LLC Limited May Registry Domain ID: 2026 2020 2525958254_DOMAIN_COM-VRSN IANA ID: 146 Organizatio n: Company Registrant Domain Name: PATELRPL.IN Registrar: Name: Patel GODADDY.CO Retail Registry Domain ID: January January 8, 2 M Limited D55F3A4071ED8453E83327882D374E319- 8, 2021 2028 IN IANA ID: 146 Organizatio n: Company Registrant Registrar: Name: Patel Domain Name: PATELRPL.NET MICROSOFT Retail CORPORATIO June 20, June 16, 3 Limited Registry Domain ID: N 2023 2028 1661904265_DOMAIN_NET-VRSN Organizatio IANA ID: 1331 n: Company Registrant Domain Name: Indianchaska.in Registrar: Name: Patel GoDaddy.com, Retail June 19, June 19, 4 Registry DomainID: LLC Limited 2024 2034 D0E1E162FDF084B3B85DC1D7DE5A29B B7-IN IANA ID: 146 Organizatio n: Company CORPORATE SOCIAL RESPONSIBILITY We have set up a corporate and social responsibility (“CSR”) committee of our Board of Directors (the “CSR Committee”) comprising of Managing Director, Whole Time Director, Non Executive Director and Independent Director and have adopted and implemented a CSR policy on 13th October 2023 pursuant to which we carry out our CSR activities. The main objective of the policy is to lay down guidelines for our Company’s corporate social responsibility, and make it a key business process for sustainable development, to make a positive impact on society 397and enhance our image as a credible and reliable business partner. These CSR activities may include, amongst others, efforts to eradicate hunger, poverty, promoting education and animal welfare. Against our CSR obligation our Company has incurred a sum of ₹ 45.43 Lakhs, ₹ 31.71 Lakhs and ₹ 30.00 lakhs towards CSR expense for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. For more details, please see “Our Management- Corporate Governance” on page 430. 398KEY REGULATIONS AND POLICIES IN INDIA Given below is an indicative summary of certain sector specific and relevant laws and regulations in India, currently applicable to our Company. The information detailed in this chapter has been obtained from publications available in the public domain. The description of the applicable regulations as given below has been set out in a manner to provide general information to the investors and is not exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The indicative summaries below are based on the current provisions of applicable law, which are subject to change, modification or amendment by subsequent legislative, regulatory, administrative or judicial decisions. We are regulated by a number of central and state legislations. Additionally, our functioning requires the sanction of concerned authorities, at various stages, under relevant legislations and local by- laws. Given below is a brief description of certain relevant legislations that are currently applicable to the business carried on by us. KEY REGULATIONS APPLICABLE TO OUR COMPANY The key laws applicable to our Company include: Consumer Protection Act, 2019 (“Consumer Protection Act”) and the rules made thereunder The Consumer Protection Act was designed and enacted to provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to promote and protect the interests of consumers against defects and deficiencies in goods or services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers, service providers and traders. It provides for the establishment of consumer disputes redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to awarding compensation and/or passing corrective orders, the forums and commissions under the Consumer Protection Act, in cases of misleading and false advertisements, are empowered to impose imprisonment for a term which may extend to two years and fine which may extend to ₹10,00,000. In cases of manufacturing for sale or storing, selling or distributing or importing products containing an adulterant, the imprisonment may vary between six months to seven years and fine between ₹1,00,000 to ₹10,00,000 depending upon the nature of injury to the consumer. The Food Safety and Standards Act, 2006 (“FSSA”), the Food Safety and Standards Rules, 2011 (“FSSR”) and regulations made thereunder The FSSA was enacted with a view to consolidate the laws relating to food and establish the Food Safety and Standards Authority of India (“FSSAI”) for laying down science based standards for articles of food and to regulate their manufacture, storage, distribution, sale and import, to ensure availability of safe and wholesome food for human consumption and for matters connected therewith or incidental thereto. The FSSA inter alia also sets out requirements for licensing and registration of food businesses, lists general principles of food safety, responsibilities of the food business operator, contains provisions of liability of manufacturers, packers, wholesalers, distributors and sellers etc. The enforcement of the FSSA is generally facilitated by ‘state commissioners of food safety’ and other officials at a local level. Under Section 51 of the FSSA, any person who manufactures, stores, sell or imports sub-standard food for human consumption is liable to pay a penalty which may extend up to ₹ 5,00,000. FSSA has defined sub-standard as, an article of food which does not meet the specified standards but does not render the article of food unsafe. The provisions of the FSSA require every distributor to be able to identify any food article by its manufacturer, and every seller by its distributor that should be registered under the FSSA and every entity in the sector is bound to initiate recall procedures if it finds that the food marketed has violated specified standards. Food business operators are required to ensure that persons in their employment do not suffer from infectious or contagious diseases. The FSSA also imposes liabilities upon manufacturers, packers, wholesalers, distributors and sellers requiring them to ensure that, inter alia, unsafe and misbranded products are not sold or supplied in the market. The FSSAI has also framed the FSSR which have been operative since August 5, 2011. The FSSR provides the procedure for registration and licensing process for food business and lays down detailed standards for various food products. The FSSR also sets out the enforcement structure of ‘the commissioner of food safety’, ‘the food safety officer’ and ‘the food analyst’ and procedures of taking extracts, seizure, sampling and analysis. 399Legal Metrology Act, 2009 (“LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodities Rules”) The LM 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. The LM Act and rules framed thereunder regulate, inter alia, the labelling and packaging of commodities, appointment of government approved test centres for verification of weights and measures used, and lists penalties for offences and compounding of offences under it. Any noncompliance or violation under the LM Act may result in, inter alia, a monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases. The LM Act defines a pre-packaged commodity to mean a commodity which without the purchaser being present is placed in a package of whatever nature, whether sealed or not, so that the product contained therein has a pre- determined quantity. The Packaged Commodities Rules prescribes provisions for imports, pre-packing and the sale of commodities in a packaged form intended for retail sale, wholesale and for export and import, certain rules to be adhered to by importers, wholesale and retail dealers, the declarations to be made on every package, the size of label and/or importers and the manner in which the declarations shall be made, etc. These declarations that are required to be made include, inter alia, the name and address of the manufacturer, the dimensions of the commodity, the maximum retail price, generic name of the product, the country of origin or manufacture or assembly and the weight and measure of the commodity in the manner as set forth in the Packaged Commodities Rules. The Essential Commodities Act, 1955 (“ECA”) The ECA empowers the Central Government, to control production, supply and distribution of, and trade and commerce in certain essential commodities for maintaining or increasing supplies or for securing their equitable distribution and availability at fair prices or for securing any essential commodity for the defence of India or the efficient conduct of military operations. Using the powers under it, various ministries/departments of the Central Government have issued control orders for regulating production, distribution, quality aspects, movement and prices pertaining to the commodities which are essential and administered by them. The State Governments have also issued various control orders to regulate various aspects of trading in essential commodities such as food grains, edible oils, pulses kerosene, sugar and drugs. Penalties in terms of fine and imprisonment are prescribed under the ECA for contravention of its provisions. The Sale of Goods Act, 1930 (“Sale of Goods Act”) The Sale of Goods Act governs contracts relating to sale of goods. The contracts for sale of goods are subject to the general principles of the law relating to contracts i.e., the Indian Contract Act, 1872. A contract for sale of goods has, however, certain peculiar features such as, transfer of ownership of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract, conditions and warranties implied under a contract for sale of goods, etc. which are the subject matter of the provision of the Sale of Goods Act. Insecticides Act, 1968 (“Insecticides Act”) The Insecticides Act regulates the import, manufacture, sale, transport, distribution and use of insecticides with a view to prevent risk to human beings or animals, and matters connected therewith. Any person who desires to manufacture or sell or exhibit for sale or distribute any insecticides or undertake commercial pest control operations with the use of insecticides needs to make an application to the licensing officer for the grant of the license. The Act contains various prohibitions regarding the import, manufacture and sale of insecticides. The Factories Act, 1948 (“Factories Act”) The Factories Act seeks to regulate labour employed in factories and makes provisions for the safety, health and welfare of workers. The term ‘factory’ as defined under the Factories Act, means any premises, including precincts thereof which employs or has employed on any day in the preceding twelve (12) months, ten (10) or more workers and in which any manufacturing process is carried on with the aid of power, or any premises including precincts thereof wherein twenty (20) or more workers are employed at any day during the preceding twelve (12) months and in which any manufacturing process is carried on without the aid of power. An ‘occupier’ of a factory under the Factories Act, means the person who has ultimate control over the affairs of the factory. The occupier or manager of the factory is 400required to obtain a registration for the factory. The Factories Act also requires inter alia the maintenance of various registers dealing with safety, labour standards, holidays and extent of child labour including their conditions. Further, notice of accident or dangerous occurrence in the factory is to be provided to the inspector by the manager of the factory. Shops and establishments legislations Under the provisions of local shops and establishments legislations applicable in the states in India where our establishments are set up and business operations exist, such establishments are required to be registered. Such legislations regulate the working and employment conditions of 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 records, maintenance of shops and establishments and other rights and obligations of the employers and employees. These shops and establishments’ acts, and the relevant rules framed thereunder, also prescribe penalties in the form of monetary fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention of the provisions. Gujarat Fire Prevention and Life Safety Measures Act, 2013 The Gujarat Fire Prevention and Life Safety Measures Act, 2013 makes effective provisions for fire prevention, safety and protection of life and property, in various types of buildings and temporary structures likely to cause a risk of fire in different areas in the state of Gujarat and for matters connected therewith or incidental thereto. The Agricultural Produce Marketing Legislations The agricultural produce marketing legislations enacted by state governments regulate the marketing of agricultural, horticultural, livestock products and certain other produce in market areas and establishes market committees for every market area in the state to regulate transactions in agricultural produce. It provides for the organization and composition of committees and their powers and functions which include, granting licenses to operate in the market, provide for necessary facilities in the market area, regulate and control transactions in the market and admissions to the market. LAWS RELATING TO EMPLOYMENT In addition to the aforementioned material legislations which are applicable to our Company, some of the labour legislations that may be applicable to the operations of our Company include: (i) Contract Labour (Regulation and Abolition) Act, 1970; (ii) Payment of Wages Act, 1936; (iii) Payment of Bonus Act, 1965; (iv) Payment of Gratuity Act, 1972; (v) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; (vi) Employees’ State Insurance Act, 1948; (vii) Maternity Benefit Act, 1961; (viii) Equal Remuneration Act, 1976; (ix) Minimum Wages Act, 1948; (x) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes, namely: (a) The Industrial Relations Code, 2020 (“IR Code”) received the assent of the President of India on September 28, 2020 and it proposes to subsume three existing legislations pertaining to conditions of employment in industrial establishments/ undertakings, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of the IR Code will be brought into force on a date to be notified by the Central Government. (b) The Code on Wages, 2019 (“Wage Code”) received the assent of the President of India on August 8, 2019. The Wage Code consolidates, amends and subsumes four existing central laws pertaining to wages and bonus 401namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. Vide Notification dated December 18, 2020, the Ministry of Labour and Employment has notified and brought into effect certain provisions of the Wage Code pertaining to constitution of the Central Advisory Board (“Board”) by the Central Government. The Board is empowered to advise on matters relating to fixation or revision of minimum wages, providing employment opportunities to women, etc. However, the notified sections of the Wage Code do not contain any responsibilities / obligations for employers. The other provisions of the Wage Code will be bought into force on a date to be notified by the Central Government. (c) The Occupational Safety, Health and Working Conditions Code, 2020 (“OSHWC Code”) received the assent of the President of India on September 28, 2020 and proposes to subsume certain existing legislations pertaining to occupational health, safety and working conditions of persons employed in an establishment which include the Factories Act, 1948, the Plantations Labor Act, 1951, the Mines Act, 1952, the Working Journalists and other Newspaper Employees (Conditions of Service and Miscellaneous Provisions) Act, 1955, the Working Journalists (Fixation of Rates of Wages) Act, 1958, the Motor Transport Workers Act, 1961, the Beedi and Cigar Workers (Conditions of Employment) Act, 1966, the Contract Labour (Regulation and Abolition) Act, 1970, the Sales Promotion Employees (Condition of Service) Act, 1976, the Inter-State Migrant workmen (Regulation of Employment and Conditions of Service) Act, 1979, the Cine Workers and Cinema Theatre Workers Act, 1981, the Dock Workers (Safety, Health and Welfare) Act, 1986, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The provisions of the OSHWC Code will be brought into force on a date to be notified by the Central Government. (d) The Code on Social Security, 2020 (“Social Security Code”) received the assent of the President of India on September 28, 2020. The Social Security Code intends to consolidate nine (9) central labour statutes pertaining to social security into a single code- the Employees’ Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Cine Workers Welfare Fund Act, 1981, the Building and Other Construction Workers Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008. The Social Security Code proposes to extend social security benefits to all employees and workers, in both organized and unorganized sectors, including gig workers. Section 142 of the Social Security Code has been brought into force from May 3, 2021 by the Ministry of Labour and Employment through a notification dated April 30, 2021 and other provisions of this Code will be brought into force on a date to be notified by the Central Government. LAWS RELATING TO ENVIRONMENT We are subject to certain environmental regulations as the operation of our establishments might have an impact on the environment. The basic purpose of such statutes is to control, abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards have been set up in each State and at the Central level. Establishments, as prescribed under various regulations may be required to obtain consent orders from the PCBs. These consent orders are required to be renewed periodically. The Environment Protection Act, 1986 (“EP Act”) The EP Act provides for the protection and improvement of the environment. The EP Act empowers the Central Government to take all such measures as it deems necessary or expedient for the purpose of protecting and improving the quality of the environment and preventing, controlling and abating environmental pollution. The EP Act prohibits any person carrying on any industry, operation or process from discharging, emitting or permitting to be discharged or emitted, any environmental pollutant in excess of prescribed standards. Further, it requires persons handling hazardous substances to do so in accordance with such procedure, and in compliance with such safeguards, as may be prescribed. Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) The Air Act provides for the prevention, control and abatement of air pollution. Under the Air Act, the State 402Government may, after consultation with the state pollution control board declare, any area or areas within the State as air pollution control area or areas for the purposes of the Air Act. Pursuant to the provisions of the Air Act, any person establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the relevant state pollution control board prior to establishing or operating such industrial plant. Further, under section 22 of the Air Act, no person operating any industrial plant in any air pollution control area shall discharge or permit or cause to be discharged the emission of any air pollutant in excess of the standards laid down by the state pollution control board. The Air Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. Water Prevention and Control of Pollution Act, 1974 (“Water Act”) The Water Act provides for one Central Pollution Control Board, as well as state pollution control boards (“State PCB”), to be formed to implement its provisions, including enforcement of standards for factories discharging pollutants into water bodies. The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the standards set down by the State PCB. The Water Act also provides that the consent of the State PCB must be obtained prior to opening of any new outlets or discharges, which are likely to discharge sewage effluent. The Water Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. Plastic Waste Management Rules, 2016 (“PWM Rules”) Under the Plastic Waste Management Rules, 2016, all institutional generators of plastic waste, are required to inter alia, segregate and store the waste generated by them in accordance with the Solid Waste Management Rules, 2016, and handover segregated wastes to authorized waste processing or disposal facilities or deposition centers, either on its own or through the authorized waste collection agency. The waste generator shall also take steps to minimize generation of plastic waste. The PWM Rules also requires the producers, importers and brand owners to collect back the plastic waste generated due to their products. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”) The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste. Under the Hazardous Waste Rules, “hazardous waste” inter alia means any waste which by reason of characteristics such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger or is likely to cause danger to health or environment, whether alone or in contact with other wastes or substances. Every occupier and operator of a facility generating hazardous waste must obtain authorization from the relevant state pollution control board. Further, the occupier, importer or exporter is liable for damages caused to the environment or third party resulting from the improper handling and management and disposal of hazardous waste and must pay any financial penalty that may be levied by the respective state pollution control board. LAWS RELATING TO INTELLECTUAL PROPERTY Intellectual Property in India enjoys protection under both common law and statute. Under statute, India provides for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957, trademark protection under the Trade Marks Act, 1999 and design protection under the Designs Act, 2000. The above enactments provide for protection of intellectual property by imposing civil and criminal liability for infringement. The Trade Marks Act, 1999 (“Trade Marks Act”) Indian trademark law permits the registration of trademarks for goods and services. The Trade Marks Act governs the statutory protection of trademarks and for the prevention of the use of fraudulent marks in India. Certification marks and collective marks can also be registered under the Trademarks Act. An application for trademark registration may be made by individual or joint applicants by any person claiming to be the proprietor of a trade mark, and can be made on the basis of either use or intention to use a trademark in the future. Applications for a trademark registration may be made for in one or more international classes. Once granted, trademark registration is valid for ten (10) years unless cancelled. If not renewed after ten (10) years, the mark lapses and the registration has to be restored. While both registered and unregistered trademarks are protected under Indian Law, the registration of 403trademarks offers significant advantages to the registered owner, particularly with respect to proving infringement. The Trade Marks Act prohibits any registration of deceptively similar trademarks. It also provides for penalties for infringement, falsifying and falsely applying trademarks and using them to cause confusion among the public. Copyright Act, 1957 The Copyright Act, 1957, along with the Copyright Rules, 1958, (collectively, “Copyright Laws”) serve to create property rights for certain kinds of intellectual property, generally called works of authorship. The Copyright Laws protect the legal rights of the creator of an ‘original work’ by preventing others from reproducing the work in any other way. The intellectual property protected under the Copyright Laws includes literary works, dramatic works, musical works, artistic works, cinematography, and sound recordings. The Copyright Laws prescribe fine, imprisonment or both for violations, with enhanced penalty on second or subsequent convictions. While copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, registration constitutes prima facie evidence of the particulars entered therein and may 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, issuing of copies to the public, performance or exhibition in public, making a translation of the work, making an adaptation of the work and making a cinematograph film of the work without consent of the owner of the copyright are all acts which expressly amount to an infringement of copyright. LAWS RELATION TO FOREIGN INVESTMENT Foreign Investment in India is governed by the provisions of the FEMA, the FEM NDI Rules along with the Consolidated FDI Policy issued by DPIIT, from time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulates the mode of payment and reporting requirements for investments in India by a person resident outside India. Under the Consolidated FDI Policy, up to 51% foreign direct investment is permitted in our Company which is engaged in multi-brand retail trading, under Government route. The Consolidated FDI Policy also provides certain conditions with respect to FDI in multi-brand retail trading. One of the conditions indicate that the Consolidated FDI Policy on multi-brand retail trading is an enabling policy only and that the state governments/ union territories would be free to take their decisions in regard to implementation of the policy. LAWS RELATED TO TAXATION Customs Act, 1961 (“Customs Act”) The Customs Act, as amended, regulates import of goods into and export of goods from India by providing for levy and collection of customs duties on goods in accordance with the Customs Tariff Act, 1975. Any Company requiring to import or export goods is required to obtain an Importer Exporter Code under Foreign Trade (Development and Regulation) Act, 1992. Customs duties are administrated by Central Board of Indirect Tax and Customs under the Ministry of Finance. In addition to the aforementioned material legislations which are applicable to our Company, some of the tax legislations that may be applicable to the operations of our Company include: (i) Income Tax Act, 1961, Income Tax Rules, 1962, as amended by the Finance Act in respective years; (ii) Central Goods and Services Tax Act, 2017 and state-wise legislations made therein; (iii) Integrated Goods and Services Tax Act, 2017; (iv) Customs Act, 1962; (v) Indian Stamp Act, 1899 and state-wise legislations made thereunder; (vi) State-wise legislations relating to professional tax. OTHER APPLICABLE LAWS In addition to the above, we are also governed provisions of the Companies Act and rules framed thereunder, the Competition Act, 2002, the state legislations on fire prevention and fire safety measures, local municipal laws and 404other applicable and regulation imposed by the Central Government, State Governments and other authorities for our day-to-day business, operations, and administration. 405HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was originally incorporated as “Patel Retail Private Limited” at Ambernath, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated June 13, 2007 issued by the Registrar of Companies, Maharashtra, Mumbai. Thereafter, our Company was converted into a public limited company, approved vide shareholders’ resolution dated July 18, 2023, pursuant to which the name of our Company was changed to “Patel Retail Limited” and a fresh certificate of incorporation consequent upon change of name on conversion to public limited company was issued by the Registrar of Companies, Maharashtra, Mumbai dated August 28, 2023. The Corporate Identification Number of our Company is U52100MH2007PLC171625. Changes in the Registered Office Except as disclosed below, there has been no change in the address of our registered office since incorporation: Effective date Details of change in address Reasons for change of change July 26, 2010 The registered office of our Company was changed: Administrative convenience From: C Wing, 1st Floor, Flat No. 111, Padmavati Complex, Sai Section, Ambernath, Thane- 421501, Maharashtra, India To: B-14, Morovali, MIDC, Ambernath, Thane- 421505, Maharashtra, India June 19, 2013 From: B-14, Morovali, MIDC, Ambernath, Thane- 421505, Administrative convenience Maharashtra, India To: Plot No. M-2, Anand Nagar, Additional MIDC, Ambernath (East), Thane- 421506, Maharashtra, India Main objects of our Company The main objects contained in our MoA are as mentioned below: 1. To carry on the business of chain of retail departmental stores, exports, ecommerce sales including sale on various digital applications and platform and to engage in India or abroad to manufacture, trade, supply, distribute, import, export, produce, process, prepare, disinfect, fermentate, compound, mix, clean, wash, concentrate crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate, boil sterlize, improve, extract, refine, buy, sell, resale, barter, transport, store, forward, dispose, develop, handle, manipulate, market and to act agent, broker, representative, collaborator, aditial, stockiest, liaisoner, middleman, export house, or otherwise to deal in all types, description, tastes, uses and packs of consumer food items, their byproducts, ingredients, derivatives residues, including foods and vegetables, packed foods, powders, pastes, liquids, drinks, beverages, oils, juices, jams, jelly, pulp, squashes, pickles, sausages, concentrates, extracts, essences, flavors, syrups, sarbats, flavored drinks, health and diet drinks, extruded foods, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, health foods, fast foods, cream cheese, food grains, pulses, fruits, dry fruits, butter, biscuits, breads, cakes, pastries, confectionery, sweets, chocolates, toffees, breakfast, foods, protein foods, dietic products, strained baby foods, Instant foods, create products, soaps, detergents, medicinal products, electric and electronic items, cosmetics, herbal, dairy products, sanitary products, consumable items, pasty sides, insecticides, garments, cloth, fabrics, hosiery goods and all other items whether natural, artificial or synthetic of a character similar or analogous to the foregoing or connected therewith and to do all incidental acts and things necessary for the foregoing objects. The main objects, as contained in our MoA, enable our Company to carry on the business presently being carried out. Amendments to the Memorandum of Association in the last ten (10) years Set out below are the amendments to our Memorandum of Association in the ten (10) years: 406Date of Particulars Shareholders’ Resolution June 2, 2009 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹5,00,000 divided into 50,000 equity shares of ₹10/- each to ₹1,00,00,000 divided into 10,00,000 equity shares of ₹10/- each January 3, 2013 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹1,00,00,000 divided into 10,00,000 equity shares of ₹10/- each to ₹1,50,00,000 divided into 15,00,000 equity shares of ₹10/- each June 5, 2013 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹1,50,00,000 divided into 15,00,000 equity shares of ₹10/- each to ₹3,00,00,000 divided into 30,00,000 equity shares of ₹10/- each December 4, 2014 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹3,00,00,000 divided into 30,00,000 equity shares of ₹10/- each to ₹5,00,00,000 divided into 50,00,000 equity shares of ₹10/- each July 18, 2023 Clause I of the MoA was amended to reflect the change in the name of our Company from ‘Patel Retail Private Limited’ to ‘Patel Retail Limited’, pursuant to conversion of our Company from private limited company to public limited company October 28, 2023 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹5,00,00,000 divided into 50,00,000 equity shares of ₹10/- each to ₹35,10,00,000 divided into 3,51,00,000 equity shares of ₹10/- each Major Events and milestones in the history of our Company The table below sets forth the major events and milestones in the history of our Company since incorporation: Calendar year / Particulars Financial year 2007 Opened our 1st retail store at Ambernath, Maharashtra 2009 (i) Commencement of export business; (ii) Opened our 1st garments outlet/ store under the name ‘Patel R Choice’ 2013 Set-up our Processing and Packaging Unit (Facility 1) at our Registered Office 2015 Commenced production in Facility 2 in Dudhai, Kutch, Gujarat 2018-19 Received approval from Ministry of Food Processing Industries (“MOFPI”) for establishing an agro processing cluster in Dudhai, Kutch, Gujarat under the ‘Scheme for Creation of Infrastructure for Agro Processing Clusters of MOFPI, Government of India’ and grant-in-aid of ₹436.00 Lakhs 2019-20 Development of our Agri-cluster (Facility 3) at Dudhai, Kutch, Gujarat: (i) Received MOFPI approval for grant-in-aid of ₹152.25 Lakhs for setting up of Unit I for manufacturing of whole spices and oilseeds; (ii) Received MOFPI approval for grant-in-aid of ₹243.62 Lakhs for setting up of Unit II for manufacturing of pulverised and blended spices; (iii) Received MOFPI approval for grant-in-aid of ₹132.71 Lakhs for setting up of Unit III for manufacturing of chakki, atta, suji and atta roller; (iv) Received MOFPI approval for grant-in-aid of ₹204.92 Lakhs for setting up of Unit IV for processing of peanut and blanching; (v) Received MOFPI approval for grant-in-aid of ₹121.80 Lakhs for setting up of Unit V* for processing of sesame seed (Note: Unit I, Unit II, Unit III, Unit IV and Unit V are collectively referred to as “Facility 3”) 2022 Commencement of production at Unit I, Unit II, Unit III and Unit IV 2022-23 (i) Earned revenue exceeding ₹1,00,000 Lakhs; (ii) Exports to twenty-five (25) countries; (iii) **Transfer of Patel R Choice, fashion garments outlet 2025 (i) The store count of our Company increased to forty-two (42) stores till Fiscal 2025. (ii) Launched Indian Chashka brand of blended spices in consumer packs. Note: *As on the date of this Prospectus, plant and machinery under Unit V is under installation and is pending for trial production run. 407**Our Company was operating two (2) retail garment stores under the brand ‘Patel’s R Choice’. Our Company decided to discontinue with its retail garment stores, on account of its long-term objective of focusing on the retail supermarket chain business. Accordingly, all the inventories related to the retail garment stores was transfer by our Company on an as-is-where- is basis and the leave and license agreement with respect to these two (2) stores were terminated effective December 1, 2022. Key awards, accreditations or recognitions Our Company has received the following key awards, accreditations and recognitions: Calendar Year Particulars 2019 Accorded status of Three Star Export House by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India 2023 Accorded status of Four Star Export House by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India Significant financial and/or strategic partners Our Company does not have any significant financial and/or strategic partners, as on the date of this Prospectus. Time / cost overrun in setting up projects Except as stated below, there has been no time or cost over-run in respect of our business operations: Our Company received MOFPI approval dated July 9, 2019 (“Letter”) for setting up of Unit V for processing of sesame seed at our Facility 3 at Dudhai, Kutch, Gujarat (“Project”) under the ‘Scheme of Creation/ Expansion of Food Processing & Preservation Capacities of Pradhan Mantri Kisan Sampada Yojana’. Our Company has received the grant-in-aid of ₹ 108.63 Lakhs as against the sanctioned amount of ₹121.80 Lakhs in two (2) instalments, primarily due to delay in completion of the projects. Details of capacity / facility creation and location of plants For details of capacity / facility creation and location of plants, please see “Our Business – Installed Capacity and Capacity Utilisation” on page 329. Details of launch of key products or services, entry in new geographies or exit from existing markets For details in relation to our corporate profile including details of our business, activities, services, market, growth, competition, launch of key products, entry into new geographies or exit from existing markets, suppliers, customers, capacity build-up, technology, and managerial competence, please see “Risk Factors” “Our Business”, “History and Other Corporate Matters - Major events and milestones”, “Our Management” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 40, 293, 407, 421 and 487 respectively. Defaults or rescheduling / restructuring of borrowings with financial institutions / banks As on the date of this Prospectus, there have been no instances of defaults or rescheduling / restructuring of borrowings with financial institutions or banks. Details regarding material acquisitions or divestments of business / undertakings, mergers, amalgamation, any revaluation of assets etc., if any in the last 10 (ten) years Our Company has not made any material acquisitions or divestments of any business or undertakings and has not undertaken any mergers, amalgamation, any revaluation of assets in the last 10 (ten) years. Our holding Company As on the date of this Prospectus, our Company does not have a holding company. 408Associate Companies As on the date of this Prospectus, our Company does not have any associates. Joint Ventures As on the date of this Prospectus, our Company does not have any joint ventures. Subsidiary As on the date of this Prospectus, our Company does not have a subsidiary. Shareholders’ agreements As on the date of this Prospectus, there are no subsisting shareholders’ agreements to which our Company is a party or which our Company is aware of. Key terms of other subsisting material agreements Our Company has not entered into any other subsisting material agreements including with strategic partners, joint venture partners, and/or financial partners other than in the ordinary course of business. Except as disclosed in this Prospectus, there are no agreements or arrangements entered into by our Company pertaining to the primary or secondary transactions of securities of the Company or financial arrangements relating to the Company. Further, except as stated below and as disclosed in this Prospectus, there are no other inter-se agreements or arrangements entered into by and amongst any of the Promoters or Shareholders to which the Company is a party, and clauses / covenants which are material and which needs to be disclosed and that there are no other clauses / covenants which are adverse / pre-judicial to the interest of the minority / public shareholders. Also there are no other agreements, deed of assignments, acquisition agreements, SHA, inter-se agreements, agreements of like nature other than disclosed in the Red Herring Prospectus : (i) Unsecured loan agreement dated June 30, 2023 between Dhanji Raghavji Patel (“Lender”) and our Company (“Borrower”): Our Company entered into an open ended unsecured loan agreement with Dhanji Raghavji Patel- Chairman and Managing Director and Promoter for availing unsecured loans at an interest rate determined by the lender but not exceeding 12% per annum, repayable on demand and on such other terms and conditions as may be mutually agreed between both parties, for the purpose of our business. As on May 31, 2025, the outstanding loan amount of ₹886.62 Lakhs. (ii) Unsecured loan agreement dated June 30, 2023 between Bechar Raghavji Patel (“Lender”) and our Company (“Borrower”): Our Company entered into an open ended unsecured loan agreement with Bechar Raghavji Patel- Whole- time Director and Promoter for availing unsecured loans at an interest rate determined by the lender but not exceeding 12% per annum, repayable on demand and on such other terms and conditions as may be mutually agreed between both parties, for the purpose of our business. As on May 31, 2025, the outstanding loan amount of ₹544.54 Lakhs. (iii) Unsecured loan agreement dated June 30, 2023 between Hiren Bechar Patel (“Lender”) and our Company (“Borrower”): Our Company entered into an unsecured loan agreement with Hiren Bechar Patel- Non-Executive Director for availing unsecured loans at an interest rate determined by the lender but not exceeding 12% per annum and on such other terms and conditions as may be mutually agreed between both parties, for the purpose of our business. As on May 31, 2025, there was no outstanding loan amount. 409Agreement entered into by Key Managerial Personnel, Senior Management, Directors, Promoter or any other employee As on the date of this Prospectus, none of our Directors, Promoters, Key Managerial Personnel, Senior Management or employees have entered into an agreement, 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. Other Agreements As on date of this Prospectus, our Company has entered into an agreement of commission on sales on business with Stalwart Impex Private Limited and Usha Construction Co. (Partnership Firm through its partner Nitin A. Vador) dated November 10, 2024 for a tenure of 5 (five) years w.e.f. October 1, 2024. Pursuant to the said agreement, our Company has agreed use the property located at Ground Floor, bearing No. 1, E-2 building and Premises No. 2 in E-3 Building in Ushakiran Residency, Village Kharvai, Taluka Ambernath, District Thane, Kulgaon, Badlapur as our Retail Store and pay monthly rent amounting to ₹ 1,50,000 or 3% of the monthly sales at the specific branch, whichever is higher. It is futher agreed that the sale proceeds from any other activities viz., sale of vegetables, fruits, idli aata, promotional sales, franchise and other allied counter sales at the stores will be shared among the parties equally. As on date of this Prospectus, there are no other agreements entered into by our shareholders, Promoters, Promoter Group entities, related parties, Directors, Key Managerial Personnel, employees of our Company, among themselves or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our Company. Details of guarantees given to third parties by Promoters participating in the Offer for Sale As on the date of this Prospectus, our Promoters- Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel have issued the following guarantees to third parties. These guarantees are in the nature of personal guarantees and have been issued towards contractual obligations in respect of loans availed by our Company: Sr. Lender Borrowers Type of Facility Sanctioned No. Amount (₹ in Lakhs) 1 Bank of Baroda Patel Retail Limited Car loan (Tata Harrier XZA 22.50(1) (formerly known as Patel Plus DT) Retail Private Limited) 2 Bank of Baroda Patel Retail Limited Car loan (Jeep Compass 27.65(2) (formerly known as Patel Limited Plus 4x4 DSL) Retail Private Limited) 3 Yes Bank Limited Patel Retail Limited Post shipment credit, Packing 8,170.00(3) (formerly known as Patel credit (INR/ FCY), Cash credit, Retail Private Limited) Letter of credit, Bank guarantee, Working capital demand loan 4 HDFC Bank Limited Patel Retail Limited Post shipment credit, Bank 13,240.03(4) (formerly known as Patel guarantee, Working capital Retail Private Limited) term loans, Cash credit, Pre- shipment finance, Post- shipment finance, Letter of credit Notes: (1) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters. (2) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters. (3) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters. (4) This guarantee was issued by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, our Promoters and Smitaben Dhanji Patel, member of our Promoter Group. 410The abovementioned guarantees are typically effective for a period till the underlying loan is repaid by the borrower. In case of default by the borrower, the lenders would be entitled to invoke the personal guarantees given by Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel, to the extent of outstanding loan amounts. Details of delay in submission of regulatory filings with RoC: As on the date of this Prospectus, there have delays in certain regulatory filings with the RoC. The details of the same are as below: Filed No of Financial Type/ Form Due Date of Date of Within Purpose Event Date Days year No Filing Filing Due Delays Date June Incorporation Form 1 - - 02-06-2007 YES NA 2007-08 Forms Incorporation Form 32 - - 02-06-2007 YES NA Forms Incorporation Form 18 - - 02-06-2007 YES NA of Forms Appointment of Form 32 20-Jul-07 18-Aug-07 2-Jun-08 NO 289 2008-09 Director Form 8 Charge Created 28-Sep-07 27-Oct-07 26-Jun-08 NO 243 Form 8 Charge created 26-Mar-09 24-Apr-09 23-May-09 NO 29 Form 8 Charge created 29-Mar-09 27-Apr-09 25-May-09 NO 28 Modification of Form 8 1-Oct-09 30-Oct-09 28-Nov-09 NO 29 charge Creation of Form 8 20-Mar-09 18-Apr-09 31-Aug-09 NO 135 charge FY 31-03-2008 Form 20B , AGM 30-09- 30-Sep-08 29-Nov-08 8-Mar-09 NO 99 2008 FY 31-03-2008 Form 23AC , AGM 30-09- 30-Sep-08 29-Oct-08 28-May-09 NO 211 2008 2009-10 FY 31-03-2009 Form 23AC , AGM 30-09- 30-Sep-09 29-Oct-09 30-Nov-09 NO 32 2009 FY 31-03-2009 Form , AGM 30-09- 30-Sep-09 29-Nov-09 30-Nov-09 NO 1 SchV 2009 Alter moa - increase in Form 23 2-Jun-09 1-Jul-09 25-Jun-09 YES NA authorised capital Increase in Form 5 authorised 2-Jun-09 1-Jul-09 25-Jun-09 YES NA capital Creation of Form 8 21-Jun-10 20-Jul-10 26-Jul-10 NO 6 charge Creation-26- 03-2009 Form 17 13-Jul-10 11-Aug-10 27-Jul-10 YES NA satisfaction-13- 07-2010 2010-11 Creation-29- 03-2009 Form 17 6-Jul-10 4-Aug-10 28-Jul-10 YES NA satisfaction- 06-07-2010 Creation-28- Form 17 4-Aug-10 2-Sep-10 23-Aug-10 YES NA 09-2007 411modification- 01-10-2009 satisfaction-04- 08-2010 Modification of Form 8 30-Aug-10 28-Sep-10 20-Sep-10 YES NA charge FY 31-03-2010 Form SchV AGM 30-06- 30-Jun-10 28-Aug-10 26-Aug-10 YES NA 2010 FY 31-03-2010 Form23AC AGM 30-06- 30-Jun-10 29-Jul-10 26-Aug-10 NO 28 2010 FY 31-03-2010 Form66 AGM 30-06- 30-Jun-10 29-Jul-10 25-Aug-10 NO 27 2010 Change in Form 18 registered 26-Jul-10 24-Aug-10 26-Jul-10 YES NA address Order under Form 21 section 141 17-Dc-09 15-Feb-2010 -Jan-10 YES NA CLB order Allotment of Form 2 31-Mar-10 29-Apr-10 17-May-10 NO 18 shares Modification of Form 8 07-Sep-2011 06-Oct-2011 26-Sep-2011 YES NA Charge Modification of Form 8 6-Sep-11 5-Oct-11 27-Sep-11 YES NA 2011-12 charge Creation of Form 8 21-Mar-11 19-Apr-11 19-May-11 NO 30 charge Creation of Form 8 21-Mar-11 19-Apr-11 19-May-11 NO 30 charge Modification of Form 8 31-Aug-12 29-Sep-12 11-Oct-12 NO 12 charge Creation of Form 8 31-Aug-12 29-Sep-12 11-Oct-12 NO 12 charge Modification of Form 8 29-Aug-12 27-Sep-12 11-Oct-12 NO 14 charge Creation 20-03- 2009 Form 17 9-Aug-12 7-Sep-12 16-Aug-12 YES NA satisfaction 09-08-2012 FY 31-03-2012 Form66 AGM 29-09- 29-Sep-12 28-Oct-12 29-Oct-12 NO 1 2012-13 2012 FY 31-03-2012 FormSchV AGM 29-09- 29-Sep-12 27-Nov-12 12-Dec-12 NO 15 2012 FY 31-03-2011 FormSchV AGM 30-09- 30-Sep-11 28-Nov-11 28-Dec-12 NO 396 2011 Auditor Form 23B 12-Aug-11 10-Sep-11 14-Aug-11 YES NA appointment Auditor Form 23B 12-Dec-11 10-Jan-12 14-Dec-11 YES NA appointment Auditor Form 23B 5-Jul-12 3-Aug-12 6-July-12 YES NA appointment Modification of Form 8 18-Mar-13 16-Apr-13 28-Apr-13 NO 12 2013-14 charge Form 8 Modification of 11-Jun-13 10-Jul-13 23-Jul-13 NO 13 412charge Modification of Form 8 13-Jun-13 12-Jul-13 12-Aug-13 NO 31 charge Creation of Form 8 22-Feb-13 21-Mar-13 20-Mar-13 YES NA charge FY 31/03/2013 FormSchV- AGM 30-Sep-13 28-Nov-13 30-Nov-13 NO 2 291113 30/09/2013 FY 31/03/2011 Form 23AC AGM 30-Sep-11 29-Oct-11 3-Aug-13 NO 644 XBRL 30/09/2011 FY 31/03/2011 Form66 AGM 30-Sep-11 28-Nov-11 4-Feb-13 NO 434 30/09/2011 FY 31/03/2012 Form 23AC AGM 29-Sep-12 28-Oct-12 11-Feb-13 NO 106 XBRL 29/09/2012 Allotment of Form 2 7-Jun-13 6-Jul-13 8-Jun-13 YES NA shares Allotment of Form 2 12-Jun-13 11-Jul-13 13-Jun-13 YES NA shares Registered Form 18 19-Jun-13 18-Jul-13 19-Jun-13 YES NA address change Increase in Form 5 3-Jan-13 1-Feb-13 4-Jan-13 YES NA share capital Allotment of Form 2 15-Jan-13 13-Feb-13 24-Jan-13 YES NA shares Modification of Form 8 23-Dec-13 21-Jan-14 17-Jan-14 YES NA charge Modification of Form 8 16-Dec-13 14-Jan-14 28-Jan-14 NO 14 charge FY Form 23AC 31.03.2013/2- 30-Sep-13 29-Oct-13 15-Mar-14 NO 137 XBRL AGM 30/09/2013 FY 31/03/2014 FormSchV- AGM 30-Sep-14 28-Nov-14 21-Nov-14 YES NA 211114 30/09/2014 2014-15 FY 31/03/2014 Form66- AGM 30-Sep-14 29-Oct-14 1-Dec-14 NO 33 281114 30/09/2014 Form GNL.2 DPT 4 31-Mar-14 29-Apr-14 30-Aug-14 NO 123 Increase in Form SH-7 4-Dec-14 2-Jan-15 5-Dec-14 YES NA share capital Date of dispatch 10-11- Form MGT-14 2014 date of 4-Dec-14 2-Jan-15 5-Dec-14 YES NA passing 04-12- 2014 Creation of Form CHG-1 6-Feb-15 5-Mar-15 18-Feb-15 YES NA charge Creation of Form CHG-1 21-Mar-15 19-Apr-15 20-May-15 NO 32 charge Creation of 2015-16 Form CHG-1 01-Apr-15 30-Apr-15 03-Jun-15 NO 34 charge Creation of FORM CHG-1 11-Apr-15 10-May-15 24-Jun-15 NO 45 Charge Creation Form CHG-4 10-Nov-15 9-Dec-15 28-Nov-15 YES NA 06/02/2015 413modification 07/05/2015 satisfaction 10/11/2015 Modification of FormCHG-1- 7-May-15 5-Jun-15 15-May-15 YES NA charge FY 31/03/2015 Form AOC-4 AGM 30-Sep-15 29-Oct-15 4-Jan-16 NO 67 XBRL 30/09/2015 FY 31/03/2014 Form 23AC AGM 30-Sep-14 29-Oct-14 10-Jan-15 NO 73 XBRL 30/09/2014 FY 31/03/2015 Form MGT-7 AGM - 30-Sep-15 29-Oct-15 31-Dec-15 NO 63 30/09/2015 Date of dispatch 20-10- Form MGT-14 2014 date of 11-Nov-14 10-Dec-14 17-Jan-15 NO 38 passing 11-11- 2014 Allotment of Form PAS-3 18-Dec-14 16-Jan-15 17-Jan-15 NO 1 shares Private Form GNL.2 placement offer 12-Nov-14 11-Dec-14 31-Jan-15 NO 51 letter Modification of Form CHG-1 16-Mar-16 14-Apr-16 18-May-16 NO 34 charge Creation of Form CHG-1 12-Oct-15 10-Nov-15 18-Jul-16 NO 251 charge Modification of Form CHG-1 5-Aug-16 3-Sep-16 18-Aug-16 YES NA charge Modification of Form CHG-1 27-Jul-16 25-Aug-16 20-Aug-16 YES NA charge Creation of Form CHG-1 20-Jul-16 18-Aug-16 12-Oct-16 NO 55 charge 2016-17 FY 31/03/2016 Form MGT-7 AGM 30-Sep-16 28-Nov-16 26-Nov-16 YES NA 30/09/2016 FY 31/03/2016 Form AOC4- AGM 30-Sep-16 29-Oct-16 20-Dec-16 NO 52 XBRL 30/09/2016 Creation 12/10/2015 Form CHG-4 13-Oct-16 11-Nov-16 2-Nov-16 YES NA satisfaction 13/10/2016 Creation 31/08/2012 Form CHG-4 10-Jan-17 8-Feb-17 17-Jan-17 YES NA satisfaction 10/01/2017 Creation 21/06/2010 2017-18 modification Form CHG-4 10-Jan-17 8-Feb-17 17-Jan-17 YES NA 16/12/2013 satisfaction 10/01/2017 Creation Form CHG-4 22/02/2013 10-Jan-17 8-Feb-17 17-Jan-17 YES NA modification 41423/12/2013 satisfaction 10/01/2017 Modification of Form CHG-1 7-Dec-16 5-Jan-17 31-Jan-17 NO 26 charge Creation of Form CHG-1 19-Dec-16 17-Jan-17 12-Mar-17 NO 54 charge Creation of 02-Aug-17 Form CHG-1 4-Jul-17 18-Oct-17 NO 77 charge Modification of Form CHG-1 charge 25-Sep-17 24-Oct-17 28-Oct-17 NO 4 25/09/2017 FY 31/03/2017 YES Form MGT-7 AGM 29-Sep-17 27-Nov-17 25-Nov-17 NA 29/09/2017 Creation of 2018-19 Form CHG-1 28-Nov-17 27-Dec-17 15-Mar-18 NO 78 Charge Modification of Form CHG-1 28-Mar-18 26-Apr-18 18-May-18 NO 22 Charge Modification of Form CHG-1 28-Mar-18 26-Apr-18 5-Jun-18 NO 40 Charge Modification of Form CHG-1 3-May-18 1-Jun-18 22-Jun-18 NO 21 Charge Modification of Form CHG-1 28-Mar-18 26-Apr-18 30-Sep-18 NO 157 Charge Modification of Form CHG-1 22-Oct-18 20-Nov-18 11-Dec-18 NO 21 Charge Creation of Form CHG-1 31-Jul-18 29-Aug-18 26-Dec-18 NO 119 Charge Form AOC- AGM FY 16- 29-Sep-17 28-Oct-17 15-Oct-18 NO 352 4(XBRL) 17 Form AOC- AGM FY 17- 29-Sep-18 28-Oct-18 26-Dec-18 NO 59 4(XBRL) 18 AGM FY 17- Form MGT-7 29-Sep-18 27-Nov-18 27-Dec-18 NO 30 18 Creation of Form CHG-1 30-Jun-18 29-Jul-18 10-Apr-19 NO 255 Charge Modification of Form CHG-1 30-Mar-19 28-Apr-19 16-Apr-19 YES NA Charge Creation of Form CHG-1 22-Mar-19 20-Apr-19 30-Apr-19 NO 10 Charge Modification of Form CHG-1 30-Mar-19 28-Apr-19 18-Jul-19 NO 79 Charge Modification of 2019-20 Form CHG-1 7-Nov-19 6-Dec-19 16-Nov-19 YES NA Charge Form AOC- AGM FY 18- 30-Sep-19 29-Oct-19 30-Oct-19 NO 1 4(XBRL) 19 AGM FY 18- Form MGT-7 30-Sep-19 28-Nov-19 21-Dec-19 NO 23 19 AGM FY 18- Form ADT-1 30-Sep-19 14-Oct-19 9-Oct-19 YES NA 19 Return of Form DPT-3 31-Mar-19 30-Jun-19 15-Jul-20 NO 381 Deposits Creation of Form CHG-1 7-Feb-20 7-Mar-20 17-Feb-20 YES NA Charge Modification of 2020-21 Form CHG-1 26-Feb-20 26-Mar-20 7-Mar-20 YES NA Charge Creation of Form CHG-1 26-Feb-20 26-Mar-20 7-Mar-20 YES NA Charge 415Form MGT-7 AGM 9-Oct-20 7-Dec-20 10-Dec-20 NO 3 Form AOC- AGM 9-Oct-20 7-Nov-20 17-Feb-21 NO 102 4(XBRL) Resignation of Form ADT-3 1-Aug-20 30-Aug-20 10-Aug-20 YES NA auditor Appointment of Form ADT-1 18-Aug-20 1-Sep-20 25-Aug-20 YES NA auditor Allotment of Form PAS-3 27-Aug-20 25-Sep-20 31-Aug-20 YES NA shares Allotment of Form PAS-3 29-Aug-20 27-Sep-20 31-Aug-20 YES NA shares Allotment of Form PAS-3 31-Aug-20 28-Sep-20 31-Aug-20 YES NA shares Special Form MGT-14 18-Aug-20 16-Sep-20 8-Sep-20 YES NA resolution Allotment of Form PAS-3 10-Sep-20 9-Oct-20 11-Sep-20 YES NA shares Allotment of Form PAS-3 11-Sep-20 10-Oct-20 16-Sep-20 YES NA shares Appointment of Form ADT-1 9-Oct-20 23-Oct-20 22-Oct-20 YES NA auditor Creation of Form CHG-1 10-Dec-20 08-Jan-21 7-Feb-21 NO 30 Charge Creation of Form CHG-1 23-Nov-20 22-Dec-20 17-Feb-21 NO 57 Charge Modification of Form CHG-1 14-Jan-21 12-Feb-21 17-Feb-21 NO 5 Charge Modification of Form CHG-1 12-Mar-21 10-Apr-21 25-Mar-21 YES NA Charge Modification of Form CHG-1 17-Jun-21 16-Jul-21 29-Jul-21 NO 13 Charge Creation of Form CHG-1 28-Jun-21 27-Jul-21 17-Aug-21 NO 21 Charge Form CHG-4 10/11/2021 11-Oct-21 9-Nov-21 16-Oct-21 YES NA Modification of Form CHG-1 19-Jul-21 17-Nov-21 9-Nov-21 YES NA Charge 2021-22 Modification of Form CHG-1 28-Oct-21 26-Apr-21 10-Dec-21 NO 228 Charge Creation of Form CHG-1 1-Dec-21 30-Dec-21 3-Jan-22 NO 4 Charge Form AOC- AGM 28-09- 28-Sep-21 27-Oct-21 1-Nov-21 NO 5 4(XBRL) 2021 AGM 28-09- Form MGT-7 28-Sep-21 26-Nov-21 4-Jan-22 NO 39 2021 Return of Form DPT-3 31-Mar-20 30-Jun-20 17-Jan-21 NO 201 Deposits Return of Form DPT-3 31-Mar-21 30-Jun-21 1-Jul-21 NO 1 Deposits Creation of Form CHG-1 10-Dec-20 19-Jan-21 29-Jan-21 YES NA Charge Creation of 14-Jan-21 178 Form CHG-1 30-Jun-20 20-Jul-20 NO Charge Form Addendum to FY 2021-22 26-Sep-22 31-Mar-23 31-Mar-23 YES NA AOC-4 CSR 2022-23 Satisfaction of Form CHG-4 18-Feb-22 21-Jan-22 YES NA charge 20-Jan-22 Creation of Form CHG-1 8-Dec-21 6-Jan-22 27-Jan-22 NO 21 Charge 416Creation of Form CHG-1 31-Jan-22 1-Mar-22 10-Feb-22 YES NA Charge Creation of Form CHG-1 8-Dec-21 6-Jan-22 6-Apr-22 NO 89 Charge Modification of Form CHG-1 11-May-22 9-Jun-22 26-May-22 YES NA Charge Modification of Form CHG-1 25-Jul-22 23-Aug-22 13-Aug-22 YES NA Charge Form Addendum to FY 20-21 26-Sep-22 31-Mar-22 28-Mar-22 YES NA AOC-4 CSR Form AOC- AGM 26-Sep-22 25-Oct-22 18-Nov-22 NO 24 4(XBRL) 26/09/2022 Form MGT-7 AGM 26-Sep-22 24-Nov-22 22-Nov-22 YES NA Return of Form DPT-3 31-Mar-22 30-Jun-22 28-Jun-22 YES NA Deposits Form AOC- AGM 30-Sep-23 29-Oct-23 29-Oct-23 YES NA 4(XBRL) Form MGT-7 AGM 30-Sep-23 29-Nov-23 27-Nov-23 YES NA Resignation of Form ADT-3 28-Sep-23 27-Oct-23 14-Oct-23 YES NA auditor Appointment of Form ADT-1 30-Sep-23 14-Oct-23 16-Oct-23 NO 2 auditor Reconciliation Form PAS-6 30-Sep-23 29-Oct-23 29-Nov-23 NO 31 of capital Satisfaction of Form CHG-4 23-Nov-23 22-Dec-23 29-Nov-23 YES NA charge Board Form MGT-14 13-Oct-23 11-Nov-23 17-Nov-23 NO 7 resolution Board Form MGT-14 28-Oct-23 26-Nov-23 9-Nov-23 YES NA resolution Increased in Form SH-7 28-Oct-23 26-Nov-23 7-Nov-23 YES NA share capital Appointment of Form MR-1 managing 27-Sep-23 26-Oct-23 7-Nov-23 NO 12 director Special 2023-24 resolution & Form MGT-14 28-Oct-23 26-Nov-23 3-Nov-23 YES NA board resolution Modification of Form CHG-1 17-Oct-23 15-Nov-23 1-Nov-23 YES NA charge Modification of Form CHG-1 17-Oct-23 15-Nov-23 31-Oct-23 YES NA charge Board Form MGT-14 29-Sep-23 28-Oct-23 28-Oct-23 YES NA resolution Board Form MGT-14 30-Sep-23 29-Oct-23 27-Oct-23 YES NA resolution Board Form MGT-14 30-Sep-23 29-Oct-23 20-Oct-23 YES NA resolution Board Form MGT-14 6-Sep-23 5-Oct-23 5-Oct-23 YES NA resolution Return for Form DPT-3 31-Mar-23 30-June-23 29-Sep-23 NO 91 Deposit Satisfaction of Form CHG-4 16-Sep-23 15-Oct-23 22-Sep-23 YES NA charge Conversion of Form INC-27 Private 18-Jul-23 2-Aug-23 16-Aug-23 NO 15 Company to 417Limited Company INC-33 e- Alteration in 14-Jun-23 13-Jul-23 16-Aug-23 NO 34 MOA MOA INC-34 e- Alteration in 14-Jun-23 13-Jul-23 16-Aug-23 NO 34 AOA AOA Modification of Form CHG-1 20-Jul-23 18-Aug-23 4-Aug-23 YES NA charge Special Form MGT-14 18-Jul-23 16-Aug-23 2-Aug-23 YES NA resolution Form Addendum to CSR 31-Mar-24 31-Mar-24 31-Mar-24 YES NA AOC-4 CSR Special resolution & Form MGT-14 7-Mar-24 5-Apr-24 16-May-24 NO 41 board resolution Appointment of Form MR-1 whole-time 1-Mar-24 29-Apr-24 27-Apr-24 YES NA director Creation of Form CHG-1 5-Feb-24 5-Mar-24 30-Mar-24 NO 25 charge Satisfaction of Form CHG-4 20-Jan-24 18-Feb-24 29-Jan-24 YES NA charge Bonus Issue of Form PAS-3 30-Dec-23 28-Jan-24 19-Jan-24 YES NA shares Special Form MGT-14 30-Dec-23 28-Jan-24 18-Jan-24 YES NA resolution Appointment of DIR-12 Independent 13-Oct-23 12-Nov-23 19-Oct-23 YES NA Director Appointment of DIR-12 13-Oct-23 12-Oct-23 07-Nov-23 YES NA CFO Appointment of Company DIR-12 27-Sep-23 26-Oct-23 27-Oct-23 YES NA Secretary- Deepesh Creation of Form CHG-1 25-Jul-24 23-Aug-24 7-Aug-24 YES NA charge Reconciliation PAS-6 31-Mar-24 30-May-24 30-May-24 YES NA of share capital Appointment of Company DIR-12 Secretary- 01-Jul-24 30-Jul-24 11-Jul-24 YES NA Prasad Khopkar Return of DPT-3 31-Mar-24 30-Jun-24 01-Jul-24 NO 1 Deposit 2024-25 Cessation of Company DIR-12 13-May-24 11-Jun-24 10-Jul-24 NO 29 Secretary- Nilesh Appointment of Company DIR-12 07-May-24 5-Jun-24 09-Jul-24 NO 34 Secretary- Nilesh Harshini Vikas DIR-6 Jadhav – 26-Jun-24 26-Jun-24 26-Jun-24 YES NA Residential 418Address Change Creation of CHG-1 28-Jun-24 27-Jul-24 21-Aug-24 YES NA Charge Resignation of Company DIR-12 Secretary- 06-May-24 4-Jun-24 05-Jul-24 NO 31 Deepesh Somani Approval of MGT-14 23-Sep-24 23-Oct-24 23-Oct-24 YES NA financials Financials 31ST AOC-4 XBRL March 2024 30-Sep-24 29-Oct-24 13-Nov-24 NO 15 AGM 30.09.24 Annual Return MGT-7 30-Sep-24 29-Nov-24 03-Dec-24 NO 4 AGM 30.09.24 Creation of CHG-1 07-Oct-24 05-Nov-24 11-Oct-24 YES NA Charge - HDFC Creation of CHG-1 16-Oct-24 14 Nov-24 11-Dec-24 NO 27 charge- HDFC Creation of CHG-1 08-Oct-24 06-Nov-24 18-Oct-24 YES NA Charge- HDFC Creation of CHG-1 07-Nov-24 06-Dec-24 19-Nov-24 YES NA Charge- HDFC Shareholder Resolution MGT-14 23-Nov-24 22-Dec-24 26-Nov-24 YES NA Private Placement Board Resolution MGT-14 24-Oct-24 22-Nov-24 22-Nov-24 YES NA Private Placement Allotment of PAS-3 27-Nov-24 11-Dec-24 28-Nov-24 YES NA shares Reconciliation PAS-6 30-Sep-24 29-Nov-24 04-Dec-24 NO 5 of shares Satisfaction of CHG-4 11-Dec-24 09-Jan-2024 11-Dec-24 YES NA charge Form Addendum to CSR 31-Dec-24 31-Dec-24 30-Dec-24 YES NA AOC-4 CSR Modification of CHG-1 06-Mar-25 04-April-25 27-Mar-25 YES NA charge Modification of CHG-1 06-Mar-25 04-April-25 31-Mar-25 YES NA charge Half yearly return in respect of MSME Form-1 outstanding 30-Sep-24 30-Oct-24 16-Jun-25 NO 229 payments to Micro or Small Enterprises Half yearly return in respect of MSME Form-1 outstanding 31-Mar- 24 30-Apr-24 11-Jun-25 NO 407 payments to Micro or Small Enterprises 419Appointment of MGT-14 Secretarial 10-Mar-25 08-April-25 24-Mar-25 YES NA Auditor Reconciliation 2025-26 PAS-6 31-Mar-25 30-May-25 16-May-25 YES NA of shares Return of DPT-3 31-Mar-25 30-Jun-25 11-Jun- 25 YES NA Deposit Half yearly return in respect of MSME Form-1 outstanding 31-Mar- 25 30-Apr-25 17-Jun-25 NO 48 payments to Micro or Small Enterprises Note: As certified by Pankita Prafful Lakhani, Practicing Company Secretary engaged by the Company, in her Report on Untraceable Records dated June 17, 2025. Please see Risk Factor - There have been delays in submitting regulatory filings with the RoC. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future on page 71. Material clauses of the AoA There are no material clauses of our Articles of Association that have been left out from disclosures having bearing on the Issue or this Prospectus. Other Confirmations: There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnel and Directors. Except as disclosed in Our Promoter and Promoter Group – Interest of our Promoters on page 442 , there is no conflict of interest between the lessors of immovable properties (which are crucial for operations of our Company) and our Promoters, members of our Promoter Group Key Managerial Personnel and Directors. 420OUR MANAGEMENT The Articles of Association require that our Board shall comprise of atleast three (3) Directors and not more than fifteen (15) Directors, provided that our Shareholders may appoint more than fifteen (15) Directors after passing a special resolution in a general meeting. As on the date of this Prospectus, we have six (6) Directors on our Board, comprising of two (2) Executive Directors, one (1) Non-Executive Director and three (3) Independent Directors, of which one (1) is an Independent woman Director. Our Company is in compliance with the corporate governance norms as prescribed under the SEBI Listing Regulations and the Companies Act, in relation to the composition of our Board and constitution of its committees thereof. The following table sets forth details regarding our Board of Directors, as on the date of this Prospectus: Board of Directors Name, Designation, Date of Birth, Address, Occupation, Age Other Directorships Period of Directorship, Current Term and DIN (Years) Dhanji Raghavji Patel 58 Indian Companies Designation: Chairman and Managing Director 1. Patel RPL Realty Private Limited Date of birth: October 19, 1967 Foreign Companies Address: Plot No 111, Flat No 1, Akshardham, Kansai Section, Kansai Section Section Road, Near Chaudhary Nil Hospital, Ambarnath (East), Thane- 421501, Maharashtra, India Occupation: Business Period of Directorship: Director since June 13, 2007 Current Term: Five (5) years w.e.f. September 27, 2023 DIN: 01376164 Bechar Raghavji Patel 69 Indian Companies Designation: Whole-time Director 1. Patel RPL Realty Private Limited Date of birth: April 6, 1956 Foreign Companies Address: Flat no. 5/6, Plot no-111, Akshardham, Kansai Section, Near Chaudary Hospital, Ambernath (East), Thane- Nil 421501, Maharashtra, India Occupation: Business Period of Directorship: Director since June 13, 2007 Current Term: Liable to retire by rotation DIN: 02169626 Hiren Bechar Patel 39 Indian Companies Designation: Non-Executive Director 1. Patel RPL Realty Private Limited Date of birth: February 23, 1986 Foreign Companies Address: Akshardham, Floor no. 5 & 6, Plot no. 111, Kansai Section, Ambernath East, Thane- 421501, Maharashtra, India Nil Occupation: Business 421Name, Designation, Date of Birth, Address, Occupation, Age Other Directorships Period of Directorship, Current Term and DIN (Years) Period of Directorship: Director since July 20, 2007 Current Term: w.e.f. October 13, 2023, and liable to retire by rotation DIN: 01375968 Yashwant Suresh Bhojwani 41 Indian Companies Designation: Independent Director 1. GCRC Advisory Private Limited Date of birth: May 17, 1984 2. Acclarity Solutions Private Limited Address: P N. 4, Near Central Ware House, Shri Laxmi Building East, Wardhaman Nagar, Nagpur - 440008, Foreign Companies Maharashtra, India Nil Occupation: Professional Period of Directorship: Director since October 13, 2023 Current Term: For a period of two (2) years w.e.f. October 13, 2023. Reappointed for a period of two (2) years w.e.f October 13, October 2025. DIN: 03562756 Nitin Pandurang Patil 47 Indian Companies Designation: Independent Director 1. Value Wealth Financial Services Private Limited. Date of birth: January 3, 1979 Foreign Companies Address: 2001, Saptashree Height, Kolshet Road, Dhokali Naka, Thane (West), Near TMC Sport Club, Thane, Nil Sandozbaugh, Thane- 400607, Maharashtra, India Occupation: Service Period of Directorship: Director since October 13, 2023 Current Term: For a period of two (2) years w.e.f. October 13, 2023. Reappointed for a period of two (2) years w.e.f October 13, October 2025. DIN: 08431287 Harshini V Jadhav 56 Indian Companies Designation: Independent Director Nil Date of birth: March 1, 1969 Foreign Companies Address: D/01, Shiv Mandir Road, Shiv Basav Nagar, Nil Ambarnath, Thane- 421501, Maharashtra, India Occupation: Service Period of Directorship: Director since October 13, 2023 422Name, Designation, Date of Birth, Address, Occupation, Age Other Directorships Period of Directorship, Current Term and DIN (Years) Current Term: For a period of two (2) years w.e.f. October 13, 2023. Reappointed for a period of two (2) years w.e.f October 13, October 2025. DIN: 10350490 Brief Profiles of our Directors (Qualifications and experience) Dhanji Raghavji Patel Dhanji Raghavji Patel is the Chairman and Managing Director of our Company. He is one of the Promoters and has been associated with our Company since its inception. He does not hold any formal educational qualifications and has over twenty-five (25) years of experience in the line of business in which our Company operates. Under his leadership, our Company ventured into processing of food products. Further, he is instrumental in the expansion of the non-retail business vertical of our Company i.e., manufacturing and exports. Bechar Raghavji Patel Bechar Raghavji Patel is the Whole-time Director of our Company. He is one of the Promoters and has been associated with our Company since its inception. He does not hold any formal educational qualifications and has over twenty-five (25) years of experience in the line of business in which our Company operates. Since his association with our Company, he has been instrumental in establishing our chain of retail supermarkets. Hiren Bechar Patel Hiren Bechar Patel is the Non-Executive Director and one of the Promoters of our Company. He does not hold any formal educational qualifications and has been associated with our Company since its inception. He has over ten (10) years of experience in the line of business in which our Company operates. Presently, he guides the management on liaisoning with various statutory authorities. Yashwant Suresh Bhojwani Yashwant Suresh Bhojwani is an Independent Director of our Company. He holds a Bachelor of Commerce (Computer Applications) degree from Nagpur University. He is a fellow member of the Institute of Chartered Accountants of India and is a proprietor of M/s. Y S B & Associates since February 22, 2016. He is also a director of GCRC Advisory Private Limited. He has an experience of over seven (7) years in the field of audit, taxation and advisory services. Nitin Pandurang Patil Nitin Pandurang Patil is an Independent Director of our Company. He holds a Bachelor in Business Administration degree from the Institute of Business Management Studies, Mumbai, Maharashtra. He has over fifteen (15) years of experience in the financial services industry. He has worked with private sector banks such as Axis Bank Limited and Kotak Mahindra Bank Limited. He is also a director of Value Wealth Financial Services Private Limited. Harshini V Jadhav Harshini V Jadhav is an Independent Director of our Company. She holds a Bachelor of Education (B.Ed.) degree from I.T. College, Lucknow University, Lucknow, Uttar Pradesh and a Master of Administration (M.A. English) degree from Mahatma Gandhi Chitrakoot Gramodaya Vishwavidyalaya, Chitrakoot- Satna, Madhya Pradesh. She has over twenty-five (25) years of experience in the education, teaching and administration space. Relationship between our Directors, Key Managerial Personnel or Senior Management Except as stated below, none of our Directors, Key Managerial Personnel and Senior Management Personnel are related to each other: 423Name of Director / Key Related to Relationship Managerial Personnel / Senior Management Dhanji Raghavji Patel Bechar Raghavji Patel Brother Hiren Bechar Patel Nephew Rahul Dhanji Patel Son Bharat Haribhai Patel Nephew Mahesh Haribhai Patel Nephew Bechar Raghavji Patel Dhanji Raghavji Patel Brother Hiren Bechar Patel Son Rahul Dhanji Patel Nephew Bharat Haribhai Patel Nephew Mahesh Haribhai Patel Nephew Hiren Bechar Patel Dhanji Raghavji Patel Uncle Bechar Raghavji Patel Father Rahul Dhanji Patel Cousin Bharat Haribhai Patel Cousin Mahesh Haribhai Patel Cousin Bharat Haribhai Patel Dhanji Raghavji Patel Uncle Bechar Raghavji Patel Uncle Mahesh Haribhai Patel Brother Hiren Bechar Patel Cousin Rahul Dhanji Patel Cousin Mahesh Haribhai Patel Dhanji Raghavji Patel Uncle Bechar Raghavji Patel Uncle Bharat Haribhai Patel Brother Hiren Bechar Patel Cousin Rahul Dhanji Patel Cousin Rahul Dhanji Patel Dhanji Raghavji Patel Father Bechar Raghavji Patel Uncle Hiren Bechar Patel Cousin Bharat Haribhai Patel Cousin Mahesh Haribhai Patel Cousin Confirmations None of our Directors are debarred from accessing the capital market by SEBI. None of our Directors is a promoter or director of any other company which is debarred from accessing the capital market by SEBI. None of our Directors is a wilful defaulter or fraudulent borrower, as defined under the SEBI ICDR Regulations. None of our Directors is a Fugitive Economic Offender under section 12 of the Fugitive Economic Offenders Act, 2018. None of our Directors is or was a director in any listed company/ companies whose shares have been or were suspended from being traded on any stock exchange during the term of their directorship in such company/ companies, during the five (5) years, immediately preceding the date of filing of this Prospectus. None of our Directors is, or was a director in any listed company/ companies which has been or was delisted from any stock exchange, during the term of his/ her directorship in such company/ companies. Except as disclosed below, none of our Directors is appearing on the list of directors of struck-off companies by the RoC or the MCA: 424Sr. Name of Director Name of company Date of Application / No. Strike-off 1. Dhanji Raghavji Patel Patel Structures Private Limited April 19, 2022 (Chairman and Managing Patel Merchandise & Builtech Private April 19, 2022 Director) Limited 2. Bechar Raghavji Patel Patel Structures Private Limited April 19, 2022 (Whole-time Director) Patel Merchandise & Builtech Private April 19, 2022 Limited Archivista Constructions Private Limited October 10, 2014 3. Hiren Bechar Patel (Non – Patel Structures Private Limited April 19, 2022 Executive Director) Patel Merchandise & Builtech Private April 19, 2022 Limited 4. Yashwant Suresh Bhojwani Saarthi Steering Solutions Private Limited February 1, 2022 (Non–Executive – Independent Director) Arrangement or understanding with major Shareholders, customers, suppliers or others None of our Directors have been appointed on our Board or as member of Senior Management pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. Service contracts with Directors Except Dhanji Raghavji Patel and Bechar Raghavji Patel, our Company has not entered into any service contracts with our Directors, which provide for benefits upon the termination of their employment. Terms of appointment of our Executive Directors Dhanji Raghavji Patel Dhanji Raghavji Patel has been an Executive Director of our Company since incorporation. Pursuant to resolutions passed by our Board and Shareholders dated September 27, 2023 and September 30, 2023 respectively; there was a change in his designation from Executive Director to Chairman and Managing Director of our Company for a period of five (5) years w.e.f. September 27, 2023. The details of remuneration payable to Dhanji Raghavji Patel, during his term of office, include the following: Particulars Details Basic salary ₹75.00 Lakhs per annum Other terms and conditions/ perquisites Conveyance allowance, mobile allowance, medical insurance, and and allowances of expenses other allowances Bechar Raghavji Patel Bechar Raghavji Patel has been an Executive Director of our Company since incorporation. Pursuant to resolutions passed by our Board and Shareholders dated March 1, 2024 and March 7, 2024 respectively; there was a change in his designation from Executive Director to Whole-time Director of our Company for a period of five (5) years w.e.f. March 1, 2024, liable to retire by rotation. Pursuant to a resolution passed by our Board dated August 1, 2023, his remuneration was revised to ₹40.00 Lakhs per annum. The details of remuneration payable to Bechar Raghavji Patel, during his term of office, include the following: Particulars Details Basic salary ₹48.00 Lakhs per annum Other terms and conditions/ perquisites Conveyance allowance, mobile allowance, medical insurance, and allowances of expenses and other allowances 425Remuneration to our Executive Directors The details of remuneration paid to our Executive Directors in the FY 2024- 25 are set forth below: Sr. No. Name of the Director Remuneration per annum (₹ in Lakhs) 1 Dhanji Raghavji Patel 75.00 2 Bechar Raghavji Patel 48.00 Remuneration to our Non-Executive Director and Independent Directors Pursuant to a resolution passed by our Board dated October 13, 2023, our Non-Executive Director and Independent Directors are entitled to receive sitting fees of ₹10,000 per meeting, for attending each meeting of our Board. Additionally, in case of committee meetings, our Non-Executive and Independent Directors (as members of the committee) are entitled to receive sitting fees of ₹8,000 per committee meeting, for attending each committee meeting. However, the Chairperson of the committee is entitled to receive sitting fees of ₹10,000 per committee meeting, for attending each committee meeting. Contingent and deferred compensation payable to our Directors As on the date of this Prospectus, there is no contingent or deferred compensation payable to our Directors which does not form a part of their remuneration. Payment or benefits to our Directors (a) Executive Directors The details of the remuneration paid to our Executive Directors, as on March 31, 2025 is set out below: Sr. Name of the Director Designation Remuneration per annum (₹ in Lakhs) No. 1 Dhanji Raghavji Patel Chairman and 75.00 Managing Director 2 Bechar Raghavji Patel Whole-time Director 48.00 (b) Non-Executive Director and Independent Directors The details of the remuneration (including sitting fees) paid to our Non-Executive Director and Independent Directors for Fiscal 2025 is set out below: Sr. Name of the Director Designation Remuneration per annum No. (₹ in Lakhs) 1 Hiren Bechar Patel Non-Executive Director* 2.32 2 Yashwant Suresh Bhojwani Independent Director 2.24 3 Nitin Pandurang Patil Independent Director 2.26 4 Harshini V Jadhav Independent Director 1.36 Note: * Hiren Bechar Patel was appointed as an Executive Director of our Company since July 20, 2007. He was re- designated as a Non-Executive Director of our Company vide resolution passed by our Board dated October 13, 2023. Remuneration paid or payable to our Directors by our Subsidiary As on the date of this Prospectus, our Company has no subsidiary. Details of compensation paid to our Directors pursuant to a bonus or profit-sharing plan Our Company does not have any bonus or profit sharing plan for its Directors. 426Shareholding of our Directors in our Company Our Directors are not required to hold qualification shares under our Articles of Association. The table below sets forth details of Equity Shares held by our Directors, as on date of filing of this Prospectus: Sr. Name of the Number of Equity Shares of face value of ₹ Percentage holding (%) No. Director 10 each held 1 Dhanji Raghavji Patel 1,62,86,528 65.45% 2 Bechar Raghavji Patel 46,72,000 18.78% 3 Hiren Bechar Patel 6,40,000 2.57% Total 2,15,98,528 86.80% Borrowing Powers of our Board Pursuant to the Articles of Association, the applicable provisions of the Companies Act, and pursuant to a resolution passed by our Shareholders at the AGM of our Company held on September 30, 2023, our Board has been authorised to borrow from time to time, any sum or sums of monies, where the monies to be borrowed, together with the monies already borrowed by our Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of our paid-up share capital, free reserves and securities premium, provided that the total outstanding amount so borrowed shall not, exceed the limit of ₹35,000.00 Lakhs at any point of time. Interest of our Directors All our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to them. For further details, please see “Our Management- Terms of Appointment of our Executive Directors” on page 425. Our Non-Executive Director and Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of our Board and committees thereof, the re-imbursement of expenses payable to them, as approved by our Board. Certain of our Directors i.e., Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel may also be deemed to be interested to the extent of Equity Shares held by them and their immediate relatives in our Company and also to the extent of any dividend payable to them and other distributions in respect of such shareholding in our Company. For details regarding the shareholding of our Directors in our Company, please see “Capital Structure” and “Our Management- Shareholding of our Directors in our Company” on pages 128 and 427. Dhanji Raghavji Patel and Bechar Raghavji Patel, who are also Promoter Selling Shareholders, may be deemed to be interested to the extent of their participation in the Offer for Sale. None of our Directors have availed loans from our Company. Certain of our Directors i.e., Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel are interested to the extent of unsecured loans provided by them to our Company and interest payable to them on the said loans, at the rate not exceeding 12% per annum or by their relatives, if any, or by the companies/ firms in which they are interested as directors/ members/ partners. For further details, please see “History and Certain Corporate Matters- Key terms of other subsisting material agreements” on page 409. Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel may be considered to be interested to the extent of personal guarantees given in favour of our Company against loans sanctioned to our Company. For details, please see “History and Certain Corporate Matters- Details of Guarantees given to third parties by Promoters participating in the Offer for Sale” on page 410. Our Directors may be deemed to be interested in the contracts, transactions, agreements/ arrangements entered into or to be entered into by our Company with any entity which is promoted by them or in which they are members, or in which they hold directorships or any partnership firm in which they are partners in the ordinary course of business. For further details, please see “Restated Financial Statements- Note 46- Related Party disclosures” on page 450 and “Our Promoters and Promoter Group” on page 440. 427(i) Interest in the promotion or formation of our Company Except Dhanji Raghavji Patel and Bechar Raghavji Patel, none of our Directors have any interest in the promotion or formation of our Company. For further details, please see “Our Promoters and Promoter Group” on page 440. (ii) Interest in property acquired or proposed to be acquired by our Company Except as stated below, our Directors do not have any interest in any property acquired by our Company in the three (3) preceding the date of this Prospectus or proposed to be acquired by it: (i) Our Company has entered into two (2) leave and license agreements with our Directors i.e., Dhanji Raghavji Patel and Bechar Raghavji Patel, respectively, as regards usage of commercial properties located at Ambernath, Maharashtra, where our retail store is situated. For further details, please see “Restated Financial Statements- Note 46- Related Party disclosures” on page 450 and “Our Business- “Properties” at page 428. (ii) Our Company has entered into a lease deed with our Non-Executive Director- Hiren Bechar Patel, as regards usage of property situated at Anjar, Kutch, Gujarat for warehousing and logistics purposes. For further details, please see “Restated Financial Statements- Note 46 - Related Party disclosures” on page 450. (iii) Our Company has entered into a leave and license agreement with a promoter group entity- KBP Corporation as regards usage of commercial property situated at Ambernath, Maharashtra, where our retail store is situated. For further details, please see “Restated Financial Statements- Note 46 - Related Party disclosures” on page 450 and “Our Business- “Properties” on page 428. (iv) Our Company has entered into a leave and license agreement with a promoter group entity- Patel RPL Realty Private Limited as regards usage of a commercial property situated at Ambernath, Maharashtra, where our retail store is situated. For further details, please see “Our Business- Properties” on page 428. Details of rent paid to our Directors and Promoter Group entity are as under: Sr. Name of the Date of Property Term of Consideration No. Director/ Entity Agreement Description Rent/Lease (in ₹) period 1 Dhanji Raghavji May 1, 2023 Jain Plaza, Office 3 years (i.e., ₹15,000 per Patel Premises- 3, 4, 10, May 1, 2023- month 110, Ambernath April 30, (East)- 421501, 2026) Maharashtra, India 2 Bechar Raghavji May 1, 2023 Jain Plaza, Office 3 years (i.e., ₹15,000 per Patel Premises- 1, 2, 11, May 1, 2023- month 111 and 112, April 30, Ambernath (East)- 2026) 421501, Maharashtra, India 3 Hiren Bechar November Survey no. 733/ P34, 50 years (i.e., ₹10,000 per Patel 26, 2018 Village Dudhai, November month Taluka Anjar, 01, 2018 – Kutch, Gujarat October 31, [admeasuring about 2068) 7.975 acres] 4 M/s. KBP January 1, Ground Floor, 9 years ₹170,000 per Corporation 2019 Jainam Residency, (February 2, month for 3 Palegaon, 2019- years. Rent Ambernath (East) January 31, escalation after [about 3500 sq. ft.] 2027) every three (3) years at a rise 428Sr. Name of the Date of Property Term of Consideration No. Director/ Entity Agreement Description Rent/Lease (in ₹) period of minimum 10% on the last rent paid. 5 Patel RPL Realty January 1, Gr. Gala No. 3, Opp. 9 years ₹50,000 per Private Limited 2024 Jathar Hospital, (January 1, month. Rent Ambernath (West) 2024- escalation by December 10% only after 31, 2032) completion of 3 years. (v) Our Company has acquired property situated at Revenue Survey no. (old) 425/ 11, City Survey no. NA425/ 11/ P2, Ward number 1, Village- Dhamdka, Taluka- Anjar, Kutch, Gujarat for a total consideration of ₹234.00 Lakhs, from Leelavati Hiren Patel, wife of Hiren Bechar Patel vide sale deed dated November 18, 2023. (a) Interest in any transaction for acquisition of land, construction of building, supply of machinery Except as stated in above in “Interest in property acquired or proposed to be acquired by our Company”, our Directors do not have any interest in any transaction for acquisition of land, construction of building, supply of machinery. (b) Interest of our Directors in being a member of a firm or company No sum has been paid or agreed to be paid to any of our Directors or to the firms or companies in which they interested in as members, in cash or shares or otherwise, by any person, either to induce them to become, or to qualify them as Directors, or otherwise for services rendered by them or by such firms or companies in which they are interested, in connection with the promotion or formation of our Company. Changes in our Board during the last three (3) years and reasons The details of the changes to our Board during the three (3) years immediately preceding the date of this Prospectus are set forth below: Name Date of appointment / Designation at the time Reason change in designation of appointment / change / cessation in designation / cessation Dhanji Raghavji September 27, 2023 Director Change in Designation as a Chairman Patel (Board meeting) and and Managing Director September 30, 2023 (AGM) Hiren Bechar Patel October 13, 2023 Director Change in Designation as a Non- Executive Director Yashwant Suresh October 28, 2023 Additional Director Appointment as Independent Director Bhojwani (Independent Director) Nitin Pandurang October 28, 2023 Additional Director Appointment as Independent Director Patil (Independent Director) Harshini V Jadhav October 28, 2023 Additional Director Appointment as Independent Director (Independent Director) Bechar Raghavji March 1, 2024 (Board Director Change in Designation as a Whole- Patel meeting) and March 7, time Director 2024 (EGM) Yashwant Suresh July 3, 2025 Reappointment as Reappointed for a period of two (2) Bhojwani Independent Director years w.e.f October 13, 2025 Nitin Pandurang July 3, 2025 Reappointment as Reappointed for a period of two (2) Patil Independent Director years w.e.f October 13, 2025 429Name Date of appointment / Designation at the time Reason change in designation of appointment / change / cessation in designation / cessation Harshini V Jadhav July 3, 2025 Reappointment as Reappointed for a period of two (2) Independent Director years w.e.f October 13, 2025 Note: Yashwant Suresh Bhojwani, Nitin Pandurang Patil and Yashwant Suresh Bhojwani was appointed as Additional Directors on October 13, 2023. Corporate Governance The provisions of the Listing Agreement to be entered into with the Stock Exchanges and the applicable provisions of the Companies Act and the SEBI Listing Regulations with respect to corporate governance, will be applicable to us immediately upon the listing of our Equity Shares with the Stock Exchanges. Our Company is in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including those pertaining to the constitution of our Board and committees thereof. As on the date of this Prospectus, we have six (6) Directors on our Board, comprising of two (2) Executive Directors, one (1) Non-Executive Director and three (3) Independent Directors, of which one (1) is an Independent woman Director. Our Company undertakes to take all steps necessary to continue to comply with all the requirements of the SEBI Listing Regulations and the Companies Act, as may be applicable Board Committees Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders’ Relationship Committee; (d) Corporate Social Responsibility Committee; (e) Risk Management Committee; (f) IPO Committee For the purpose of the Offer, our Board has also constituted the IPO Committee. In addition to the above, our Company has also constituted an Internal Complaints Committee as per the guidelines provided by the ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. Details of each of these committees are as follows: Audit Committee The Audit Committee was constituted pursuant to a resolution passed by our Board at its meeting held on October 13, 2023 and the terms of reference were adopted on October 13, 2023. Further, the Audit Committee was reconstituted pursuant to a resolution passed by our Board at its meeting held on July 1, 2024. The Audit Committee is in compliance with section 177 and other applicable provisions of the Companies Act and regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises of: Sr. No. Name of Member Position in the Committee Position in the Company 1 Yashwant Suresh Bhojwani Chairperson Independent Director 2 Nitin Pandurang Patil Member Independent Director 3 Dhanji Raghavji Patel Member Chairman and Managing Director The Company Secretary acts as the secretary to the Audit Committee. The terms of reference of the Audit Committee are set forth below: 1. oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 4302. recommendation for appointment, remuneration and terms of appointment of auditors of the Company; 3. approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to: (i) matters required to be included in the director’s responsibility statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; (ii) changes, if any, in accounting policies and practices and reasons for the same; (iii) major accounting entries involving estimates based on the exercise of judgment by management; (iv) significant adjustments made in the financial statements arising out of audit findings; (v) compliance with listing and other legal requirements relating to financial statements; (vi) disclosure of any related party transactions; and (vii) modified opinion(s) in the draft audit report. 5. reviewing, with the management, the quarterly financial statements before submission to the Board for approval; 6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public issue or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process; 8. approval or any subsequent modification of transactions of the Company with related parties; 9. scrutiny of inter-corporate loans and investments; 10. valuation of undertakings or assets of the Company, wherever it is necessary; 11. evaluation of internal financial controls and risk management systems; 12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. discussion with internal auditors of any significant findings and follow up there on; 15. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 16. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. to look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. to review the functioning of the whistle blower mechanism; 43119. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 20. carrying out any other function as is mentioned in the terms of reference of the Audit Committee; 21. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding ₹ 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision; 22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and Further, the Audit Committee shall mandatorily review the following information: (a) management discussion and analysis of financial condition and results of operations; (b) management letters / letters of internal control weaknesses issued by the statutory auditors; (c) internal audit reports relating to internal control weaknesses; and (d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; (e) statement of deviations: 1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of regulation 32(1); 2. annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of regulation 32(7). Nomination and Remuneration Committee The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board at its meeting held on October 13, 2023 and the terms of reference were adopted on October 13, 2023. Further, the Nomination and Remuneration Committee was reconstituted pursuant to a resolution passed at its meeting held on July 1, 2024. The Nomination and Remuneration Committee is in compliance with section 178 and other applicable provisions of the Companies Act and regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises of: Sr. No. Name of Member Position in the Committee Position in the Company 1 Nitin Pandurang Patil Chairperson Independent Director 2 Yashwant Suresh Bhojwani Member Independent Director 3 Harshini V Jadhav Member Independent Director 4 Hiren Bechar Patel Member Non-Executive Director The terms of reference of the Nomination and Remuneration Committee are stated below: 1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of our Company; a policy relating to the remuneration of the directors, key managerial personnel and other employees; 2. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the 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. formulation of criteria for evaluation of performance of independent directors and the Board; 4. devising a policy on Board diversity; 4325. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; 6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; 7. Recommend to the Board, all remuneration, in whatever form, payable to senior management. Stakeholders Relationship Committee The Stakeholders Relationship Committee was constituted pursuant to a resolution passed by our Board at its meeting held on October 13, 2023 and the terms of reference were adopted on October 13, 2023. The Stakeholders Relationship Committee is in compliance with section 178 and other applicable provisions of the Companies Act and regulation 20 of the SEBI Listing Regulations. The Stakeholders Relationship Committee currently comprises of: Sr. No. Name of Member Position in the Committee Position in the Company 1 Nitin Pandurang Patil Chairperson Independent Director 2 Yashwant Suresh Bhojwani Member Independent Director 3 Hiren Bechar Patel Member Non-Executive Director The terms of reference of the Stakeholders Relationship Committee are stated below: 1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.; 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 & Share Transfer Agent; 4. 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. Risk Management Committee The Risk Management Committee was constituted pursuant to a resolution passed by our Board at its meeting held on October 13, 2023, and the terms of reference were adopted on October 13, 2023. The Risk Management Committee is in compliance with section 178 and other applicable provisions of the Companies Act and regulation 20 of the SEBI Listing Regulations. The Risk Management Committee currently comprises of: Sr. No. Name of Member Position in the Committee Position in the Company 1 Dhanji Raghavji Patel Chairperson Chairman and Managing Director 2 Hiren Bechar Patel Member Non-Executive Director 3 Yashwant Suresh Member Independent Director Bhojwani 4 Nitin Pandurang Patil Member Independent Director The terms of reference of the Risk Management Committee are stated below: 1. To formulate a detailed risk management policy which shall include: (i) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee; (ii) Measures for risk mitigation including systems and processes for internal control of identified risks; (iii) Business continuity plan. 2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; 4333. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; 5. To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken. 6. Review of the appointment, removal and terms of remuneration of the Chief Risk Officer (if any); 7. To coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board. Corporate Social Responsibility Committee (“CSR Committee”) The Corporate Social Responsibility Committee was reconstituted pursuant to a resolution passed by our Board at its meeting held on October 13, 2023, and the terms of reference were adopted on October 13, 2023. The CSR Committee currently comprises of: Sr. No. Name of Member Position in the Committee Position in the Company 1 Harshini V Jadhav Chairperson Independent Director 2 Dhanji Raghavji Patel Member Chairman and Managing Director 3 Bechar Raghavji Patel Member Whole-time Director 4 Hiren Bechar Patel Member Non-Executive Director The terms of reference of the CSR Committee are stated below: (i) To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act; (ii) To recommend to the Board the amount of expenditure to be incurred on CSR activities; (iii) To institute a transparent monitoring mechanism for implementation of CSR projects or activities; (iv) To monitor the CSR activities being undertaken by the Company. IPO Committee The IPO Committee was constituted pursuant to a resolution passed by our Board at its meeting held on October 13, 2023, and the terms of reference were adopted on October 13, 2023. The IPO Committee currently comprises of: Sr. No. Name of Member Position in the Committee Position in the Company 1 Dhanji Raghavji Patel Chairperson Chairman and Managing Director 2 Bechar Raghavji Patel Member Whole-time Director 3 Hiren Bechar Patel Member Non-Executive Director The IPO Committee be and is hereby authorised to do such acts, deeds and things, as may be necessary and expedient in connection with the IPO including with or without limitation, the following: (i) To make applications to the Securities and Exchange Board of India (“SEBI”), 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; (ii) To approve and file the Draft Red Herring Prospectus (“DRHP”) with SEBI, the Red Herring Prospectus (“RHP”) and Prospectus with the SEBI and the Registrar of Companies (including amending, varying, supplementing or modifying the same, or providing any notices, addenda, or 434corrigenda thereto, together with any summaries thereof as may be considered desirable or expedient) in relation to the Offer as finalised by the Company, therein; (iii) To decide in consultation with the book running lead manager (“BRLM”) on the timing, pricing and all the terms and conditions of the Offer, including the price band, Offer price, Offer size and to accept any amendments, modifications, variations or alterations thereto; (iv) To appoint and enter into arrangements with the BRLM, underwriters to the Offer, syndicate members to the Offer, brokers to the Offer, escrow collection bankers to the Offer, sponsor bank, monitoring agency, registrars, legal advisors, advertising agency and any other agencies or persons or intermediaries to the Offer and to negotiate and finalise the terms of their appointment; (v) To authorize the maintenance of a register of holders of the Equity Shares; (vi) To negotiate, finalise and settle and to execute where applicable and deliver or arrange the delivery of the DRHP, RHP, Prospectus, Offer agreement, Share Escrow Agreement, Syndicate Agreement, Underwriting Agreement, Escrow and Sponsor Bank Agreement, Monitoring Agency Agreement, Agreements with the Registrar and the Advertising Agency and all other documents, deeds, agreements and instruments and any notices, supplements and corrigenda thereto, as may be required or desirable in relation to the Offer; (vii) To open with the bankers to the Offer such accounts as may be required by the regulations issued by SEBI; (viii) To seek, if required, the consent of the lenders to the Company, parties with whom the Company has entered into various commercial and other agreements, and any other consents that may be required in relation to the Offer; (ix) To open and operate bank accounts 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; (x) 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 (given the proposing listing of the Company); (xi) To authorize and approve, the incurring of expenditure and payment of fees, commission, remuneration and expenses in connection with the Offer; (xii) To determine and finalise the bid opening and bid closing dates (including bid opening and bid closing dates for anchor investors), the floor price/price band for the Offer (including anchor investors Offer price), approve the basis of allotment and confirm allocation/allotment of the equity shares to various categories of persons as disclosed in the DRHP, the RHP and the Prospectus, in consultation with the BRLM and do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Offer including any alteration, addition or making any variation in relation to the Offer; (xiii) To issue allotment letters/confirmation of allotment notes with power to authorise one or more officers of the Company to sign all or any of the afore stated documents; (xiv) To authorize and approve notices, advertisements in relation to the Offer in consultation with the relevant intermediaries appointed for the Offer; (xv) To do all such acts, deeds, matters and things and execute all such other documents, etc., deemed 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; 435(xvi) 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; (xvii) To withdraw the DRHP, RHP and the Offer at any stage, if deemed necessary; (xviii) To make applications for listing of the equity shares in one or more stock exchange(s) and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchange(s); and (xix) 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. Management Organization Structure Key Managerial Personnel of our Company In addition to Dhanji Raghavji Patel, Chairman and Managing Director and Bechar Raghavji Patel, Whole-time Director of our Company, whose details are provided in “Our Management- Brief profiles of our Directors (Qualifications and Experience)” on page 423, the details of our other Key Managerial Personnel as on the date of this Prospectus are set forth below: Rahul Dhanji Patel, Chief Executive Officer Rahul Dhanji Patel, aged 28 years, is the one of the Promoter and Chief Executive Officerof our Company since September 27, 2023. He holds a Master of Science (Marketing) degree from Queen Mary University, London. He has been associated with our Company since 2020. He has been inducted in our Company to stabilize and expand our manufacturing and food processing operations. In FY 2024-25, he was paid a remuneration of ₹30.00 Lakhs. Bharat Haribhai Patel, Chief Operating Officer Bharat Haribhai Patel, aged 41 years, is the Chief Operating Officer of our Company since October 13, 2023. He does not hold any formal educational qualifications and has been associated with our Company since incorporation. He has over fifteen (15) years of experience in the line of business in which our Company operates. He has played a crucial role in the growth of the Company, specifically in expanding in our retail networks and building our supply chain. His key responsibilities include feasibility analysis with respect to identification of store locations, negotiating terms of trade (ToT), vendor identification and selection, sales and marketing 436strategies including formulation of discount schemes, and conducting review meetings from time to time. In FY 2024-25, he was paid a remuneration of ₹45.00 Lakhs. Manish Rambabu Agarwal, Chief Financial Officer Manish Rambabu Agarwal, aged 39 years, is the Chief Financial Officer of the Company since October 13, 2023. He is a qualified chartered accountant and an Associate member of the Institute of Chartered Accountants of India since 2013. He has been associated with our Company since July 18, 2019 as Director- Finance. He is responsible for establishing and executing the financial strategy of the Company and handles the accounts, taxation and finance function of the Company. Prior to joining our Company, he was a partner at Sachin Salian & Co., Chartered Accountants. He has over ten (10) years of post-qualification experience in the field of finance. In FY 2024-25, he was paid a remuneration of ₹30.00 Lakhs Lakhs. Prasad R Khopkar, Company Secretary Prasad R Khopkar, aged 42 years, is the Company Secretary and Compliance Officer of our Company since July 1, 2024. He is an Associate member of the Institute of Company Secretaries of India. He is responsible for ensuring compliance and conformity with the regulatory provisions applicable to the Company in letter and spirit and monitoring the grievances raised by investors. He was previously associated with BEW Engineering Limited as a Company Secretary and Compliance Officer. He has over ten (10) years of post-qualification experience in handling secretarial compliances. In FY 2024-25, he was paid a remuneration of ₹9.91 Lakhs. Senior Management Personnel of our Company Mahesh Haribhai Patel, General Manager - Retail Mahesh Haribhai Patel, aged 39 years, is the General Manager (Retail) of our Company since October 13, 2023. He does not hold any formal educational qualifications and has been associated with our Company since incorporation. His responsibility is to overlook the store operations- front end, which include identification of store locations, managing the day-to-day operations of the stores, understanding and introducing store specific schemes and marketing strategies, store interior and product placement and staff allocation. He supervises the store teams which comprises of operations head, cluster managers, store managers and the team below them. In FY 2024-25, he was paid a remuneration of ₹30.00 Lakhs. Hisal Veljibhai Shah, General Manager - Production Hisal Veljibhai Shah, aged 37 years, was appointed as the General Manager (Production) of our Company on October 4, 2024. He holds a Bachelor of Commerce degree from Kachchh University, Gujarat. He has over ten (10) years of experience in the field in which our Company operates. In FY 2024-25, he was paid a remuneration of ₹4.10 Lakhs. Status of Key Managerial Personnel and Senior Management All our Key Managerial Personnel and members of Senior Management are permanent employees of our Company. Relationship between our Key Managerial Personnel and Senior Management Except as disclosed in “Relationship between our Directors, Key Managerial Personnel or Senior Management”, none of our Key Managerial Personnel and Senior Management are related to each other or to any of our Directors. Service Contracts with our Key Managerial Personnel and Senior Management Our Key Managerial Personnel and Senior Management are governed by the terms of their respective employment letters / resolutions of our Board on their terms of appointment. None of our Key Managerial Personnel have entered into a service contract with our Company, entitling them to any benefits upon termination of employment. Arrangements and understanding with major Shareholders, customers, suppliers or others 437None of our Key Managerial Personnel or our Senior Management Personnel have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. Contingent and deferred compensation paid or payable to our Key Managerial Personnel and Senior Management As on the date of this Prospectus, there is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior Management that does not form part of their remuneration. Compensation paid to Key Managerial Personnel and Senior Management pursuant to a Bonus or Profit- sharing plan None of our Key Managerial Personnel and Senior Management are party to any bonus or profit-sharing plan of our Company. Shareholding of our Key Managerial Personnel and Senior Management of our Company Except as disclosed below, none of our Key Managerial Personnel and Senior Management hold any Equity Shares of our Company: Sr. Name of the Key Managerial Personnel Number of Equity Shares Percentage (%) No. held of face value of ₹10 each 1 Dhanji Raghavji Patel 1,62,86,528 65.45% 2 Bechar Dhanji Patel 46,72,000 18.78% 3 Rahul Dhanji Patel 6,40,000 2.57% Total 2,15,98,528 86.80 Sr. Name of the Senior Management Number of Equity Shares held Percentage (%) No. Personnel of face value of ₹10 each 1 Bharat Haribhai Patel 12,48,000 5.02% 2 Mahesh Haribhai Patel 3,20,000 1.29% Total 15,68,000 6.30% For details of Equity Shares held by our Key Managerial Personnel and Senior Management as on date of this Prospectus, please see “Capital Structure” on page 128. Changes in Key Managerial Personnel and Senior Management in the past three (3) years Set forth below are changes in our Key Managerial Personnel in the last three (3) years immediately preceding the date of filing of this Prospectus: Name Date of Change Reason Dhanji Raghavji Patel September 27, 2023 Change in designation- Chairman cum Managing (Board meeting) and Director September 30, 2023 (AGM) Rahul Dhanji Patel September 27, 2023 Appointment as Chief Executive Officer Deepesh Sanjay Somani September 27, 2023 Appointment as Whole-time Company Secretary Manish Rambabu Agarwal October 13, 2023 Appointment as Chief Financial Officer Bechar Raghavji Patel March 1, 2024 Change in designation- Whole-time Director (Board meeting) and March 7, 2024 (EGM) Deepesh Sanjay Somani May 6, 2024 Resignation as Whole-time Company Secretary due to personal reasons. Nilesh Baberwal May 7, 2024 Appointment as Whole-time Company Secretary and Compliance Officer 438Name Date of Change Reason Nilesh Baberwal May 13, 2024 Resignation as Whole-time Company Secretary and Compliance Officer on account of relocation to his hometown. Girish Narayan Nemade May 25, 2024 Resignation as Senior Management Prasad R Khopkar July 1, 2024 Appointment as Whole-time Company Secretary and Compliance Officer Hisal V Shah October 4, 2024 Appointment as Senior Management The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the industry in which we operate. Employee Stock Option Plan As on date of this Prospectus, our Company does not have any employee stock option plan or employee stock purchase scheme. Payment or benefit to our Key Managerial Personnel and Senior Management (non-salary related) in the preceding two (2) years No amount or benefit (non-salary related) was paid or given to our Key Managerial Personnel and Senior Management, within the two (2) preceding years or is intended to be paid or given to our Key Managerial Personnel and Senior Management, other than in the ordinary course of employment. Interest of Key Managerial Personnel and Senior Management Our Key Managerial Personnel and Senior Management do not have any interest in our Company other than (i) as stated in “Restated Financial Statements- Note 46- Related Party Disclosures” and “Interest of our Directors” on pages 450 and 427, respectively; or (ii) to the extent of remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. The Key Managerial Personnel and Senior Management may also be deemed to be interested to the extent of dividend payable to them and other distributions in respect of Equity Shares held by them in our Company. Other Confirmations Except for the directors who are also the promoters of our Company and as disclosed in Our Promoter and Promoter Group – Interest of our Promoters on page 442 , there is no conflict of interest between the lessors of immovable properties (which are crucial for operations of our Company) and any other Directors or Key Managerial Personnel. Further, there is no conflict of interest between the suppliers of raw materials or any third-party service providers (which are crucial for the operations of our Company) and any of our Directors or Key Managerial Personnel. 439OUR PROMOTERS AND PROMOTER GROUP OUR PROMOTERS The Promoters of our Company are: 1. Dhanji Raghavji Patel; 2. Bechar Raghavji Patel; 3. Hiren Bechar Patel*; and 4. Rahul Dhanji Patel*. (*Note: Identified as Promoters w.e.f. July 1, 2024, pursuant to a resolution passed by our Board) As on the date of this Prospectus, Dhanji Raghavji Patel holds 1,62,86,528 Equity Shares of face value of ₹10 each, Bechar Raghavji Patel holds 46,72,000 Equity Shares of face value of ₹10 each, Hiren Bechar Patel holds 6,40,000 Equity Shares of face value of ₹10 each and Rahul Dhanji Patel holds 6,40,000 Equity Shares having face value of ₹10 each, constituting 65.45%, 18.78%, 2.57% and 2.57% respectively, of the pre-Offer issued, subscribed and paid-up equity share capital of our Company. For details, please see “Capital Structure – History of build-up of our Promoters’ shareholding and lock-in of Promoters’ shareholding (including Promoters’ contribution) - Build-up of Promoters’ equity shareholding in our Company” and “Shareholding of our Promoters and the members of our Promoter Group” on pages 137 and 140, respectively. Details of our Promoters DHANJI RAGHAVJI PATEL Dhanji Raghavji Patel, aged 58 years, is one of our Promoters and the Chairman and Managing Director of our Company. Permanent Account Number: AAXPP8293M For the complete profile of Dhanji Raghavji Patel along with the details of his date of birth, personal address, educational qualifications, experience in business or employment, positions/ posts held in the past, other directorships held, special achievements, business and financial activities, please see “Our Management” on page 421. BECHAR RAGHAVJI PATEL Bechar Raghavji Patel, aged 69 years, is one of our Promoters and the Whole-time Director of our Company. Permanent Account Number: AAXPP8345C For the complete profile of Bechar Raghavji Patel along with the details of his date of birth, personal address, educational qualifications, experience in business or employment, positions/ posts held in the past, other directorships held, special achievements, business and financial activities, please see “Our Management” on page 421. 440HIREN BECHAR PATEL Hiren Bechar Patel, aged 39 years, is one of our Promoters and the Non-Executive Director of our Company. Permanent Account Number: AOLPP7438Q For the complete profile of Hiren Bechar Patel along with the details of his date of birth, personal address, educational qualifications, experience in business or employment, positions/ posts held in the past, other directorships held, special achievements, business and financial activities, please see “Our Management” on page 421. RAHUL DHANJI PATEL Rahul Dhanji Patel, aged 29 years, is one of our Promoters and the Chief Executive Officer (Key Managerial Personnel) of our Company. Permanent Account Number: EFYPP0148M Date of birth: December 30, 1996 Address: Plot No 111, Flat No 4 and 5, Akshardham, Kansai section section road, Near Chaudhary Hospital, Ambernath (East), Thane- 421501, Maharashtra, India Other directorships held: Nil For the complete profile of Rahul Dhanji Patel along with the details of his experience in business or employment, positions/ posts held in the past, special achievements, business and financial activities, please see “Our Management” on page 421. Our Company confirms that the permanent account number, bank account number, passport number, Aadhar card number and driving license number of each of our Promoters- Dhanji Raghavji Patel, Bechar Raghavji Patel, Hiren Bechar Patel and Rahul Dhanji Patel was submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus. Change in control of our Company Our present Promoters are amongst the original promoters and there has been no change in the control of our Company in the five (5) years immediately preceding the date of this Prospectus. Further, Dhanji Raghavji Patel and Bechar Raghavji Patel were identified as the only Promoters of our Company pursuant to a resolution passed by the Board of our Company dated September 27, 2023. Additionally, Hiren Bechar Patel and Rahul Dhanji Patel have been identified as Promoters of our Company pursuant to a resolution passed by our Board dated July 1, 2024. Other ventures of our Promoters Other than as disclosed below in “Interest of our Promoters”, “Our Management- Board of Directors- Other Directorships” and “History and Certain Corporate Matters” on pages 427, 421 and 406 respectively, our 441Promoters are not involved in any other venture which is in the same line of activity or business as that of our Company. Interest of our Promoters (i) Our Promoters, Dhanji Raghavji Patel and Bechar Raghavji Patel are interested in our Company (a) to the extent that they have promoted our Company; (b) to the extent of their shareholding in and control over our Company and the shareholding of their relatives in our Company; (c) the dividends payable, if any, and any other distributions in respect of their respective shareholding in our Company or of their relatives in our Company; (d) their directorships (of being Chairman and Managing Director and Whole-time Director, respectively) in our Company; and (e) any interest received from our Company. Additionally, our Promoters may be interested in transactions entered into or to be entered into by our Company with them, their relatives or other entities (a) in which our Promoters are members or hold shares; or (b) which are controlled by our Promoters. For further details, please see “Restated Financial Statements- Note 46- Related Party Disclosures” on page 450 and “Our Management” on page 421. (ii) Our Promoters, Hiren Bechar Patel and Rahul Dhanji Patel are interested in our Company (a) to the extent of their shareholding in our Company and the shareholding of their relatives in our Company; (b) the dividends payable, if any, and any other distributions in respect of their respective shareholding in our Company or of their relatives in our Company; (c) of being the Non-Executive Director and Chief Executive Officer, respectively in our Company; and (d) any interest received from our Company. Additionally, they may be interested in transactions entered into or to be entered into by our Company with them, their relatives or other entities (a) in which they are members or hold shares; or (b) which are controlled by them. For further details, please see “Restated Financial Statements- Note 46- Related Party Disclosures” on page 450 and “Our Management” on page 421. (iii) Our Promoters may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to them. For further details, please see “Our Management- Terms of Appointment of our Executive Directors” on page 425. (iv) Dhanji Raghavji Patel and Bechar Raghavji Patel, who are also Promoter Selling Shareholders, may be deemed to be interested to the extent of their participation in the Offer for Sale. (v) Our Promoters, Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel are also interested to the extent of unsecured loans provided by them to our Company and interest payable to them on the said loans, at the rate not exceeding 12% per annum. For further information, please see “Financial Indebtedness” on page 516, “Restated Financial Statements” on page 450 and “History and Certain Corporate Matters- Key terms of other subsisting material agreements” on page 409. (vi) Our Promoters collectively hold 2,22,38,528 Equity Shares of face value of ₹10 each, constituting 89.37 % of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company, as of the date of this Prospectus. (vii) Except as mentioned below, our Promoters have no interest in any property acquired by our Company during the three (3) years preceding the date of this Prospectus, or proposed to be acquired by it, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery: (f) Our Company has entered into two (2) leave and license agreements with our Directors i.e., Dhanji Raghavji Patel and Bechar Raghavji Patel, respectively, as regards usage of commercial properties located at Ambernath, Maharashtra, where our retail store is situated. For further details, please see “Restated Financial Statements- Note 46- Related Party disclosures” on page 450 and “Our Business- “Properties” at page 428. (g) Our Company has entered into a lease deed with our Non-Executive Director- Hiren Bechar Patel, as regards usage of property situated at Anjar, Kutch, Gujarat for warehousing and logistics purposes. For further details, please see “Restated Financial Statements- Note 46 - Related Party disclosures” on page 450. (h) Our Company has entered into a leave and license agreement with a promoter group entity- KBP Corporation as regards usage of commercial property situated at Ambernath, Maharashtra, where 442our retail store is situated. For further details, please see “Restated Financial Statements- Note 46 - Related Party disclosures” on page 450 and “Our Business- Properties” at page 428. (i) Our Company has entered into a leave and license agreement with a promoter group entity- Patel RPL Realty Private Limited as regards usage of a commercial property situated at Ambernath, Maharashtra, where our retail store is situated. For further details, please see “Our Business- Properties” on page 428. Details of rent paid to our Directors and Promoter Group entity are as under: Sr. Name of the Date of Property Term of Consideration No. Director/ Entity Agreement Description Rent/Lease (in ₹) period 1 Dhanji Raghavji May 1, 2023 Jain Plaza, Office 3 years (i.e., ₹15,000 per Patel Premises- 3, 4, 10, May 1, 2023- month 110, Ambernath April 30, (East)- 421501, 2026) Maharashtra, India 2 Bechar Raghavji May 1, 2023 Jain Plaza, Office 3 years (i.e., ₹15,000 per Patel Premises- 1, 2, 11, May 1, 2023- month 111 and 112, April 30, Ambernath (East)- 2026) 421501, Maharashtra, India 3 Hiren Bechar November Survey no. 733/ P34, 50 years (i.e., ₹10,000 per Patel 26, 2018 Village Dudhai, November month Taluka Anjar, 01, 2018 – Kutch, Gujarat October 31, [admeasuring about 2068) 7.975 acres] 4 M/s. KBP January 1, Ground Floor, 9 years ₹170,000 per Corporation 2019 Jainam Residency, (February 2, month for 3 Palegaon, 2019- years. Rent Ambernath (East) January 31, escalation after [about 3500 sq. ft.] 2027) every three (3) years at a rise of minimum 10% on the last rent paid. 5 Patel RPL Realty January 1, Gr. Gala No. 3, Opp. 9 years ₹50,000 per Private Limited 2024 Jathar Hospital, (January 1, month. Rent Ambernath (West) 2024- escalation by December 10% only after 31, 2032) completion of 3 years. (j) Our Company has acquired property situated at Revenue Survey no. (old) 425/ 11, City Survey no. NA425/ 11/ P2, Ward number 1, Village- Dhamdka, Taluka- Anjar, Kutch, Gujarat for a total consideration of ₹234.00 Lakhs, from Leelavati Hiren Patel, wife of Hiren Bechar Patel vide sale deed dated November 18, 2023. (viii) No sum has been paid or agreed to be paid to any of our Promoters or to the firms or companies in which they interested in as members, in cash or shares or otherwise, by any person, either to induce them to become, or to qualify them as Directors, or otherwise for services rendered by them or by such firms or companies in which they are interested, in connection with the promotion or formation of our Company. (ix) Our Promoters, Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel may be considered to be interested to the extent of personal guarantees given in favour of our Company against loans sanctioned to our Company. For details, please see “History and Certain Corporate Matters- Details of Guarantees given to third parties by Promoters participating in the Offer for Sale” on page 410. 443Payment or benefits to Promoters or our Promoter Group Except in ordinary course of business, there has been no payment or benefit given by our Company to our Promoters or any of the members of our Promoter Group during the two (2) years preceding the date of this Prospectus nor is there any intention to pay or give any benefit to our Promoters or members of our Promoter group, other than in ordinary course of business, as on the date of this Prospectus. For further details, please see “Our Management” on page 421 and “Restated Financial Statements- Note 46- Related Party Disclosures” on page 450. Other Confirmations As on the date of this Prospectus, our Promoters and members of our Promoter Group are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority / court. Our Promoters are not a promoter of any other company which is debarred from accessing the capital market by SEBI. Our Promoters have not been identified as wilful defaulters or fraudulent borrowers as defined under the SEBI ICDR Regulations. Our Promoters have not been declared as fugitive economic offenders in accordance with section 12 of the Fugitive Economic Offenders Act, 2018, as amended. Except as disclosed in “Outstanding Litigation and Material Developments” on page 520, there are no legal, regulatory proceedings involving our Promoters, as on the date of this Prospectus. There is no conflict of interest between the suppliers of raw materials and third party service providers (which are crucial for operations of our Company) and our Promoters and members of our Promoter Group. Except as disclosed in Our Promoter and Promoter Group – Interest of our Promoters on page 442 , there is no conflict of interest between the lessors of immovable properties (which are crucial for operations of our Company) and our Promoters and members of our Promoter Group. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof Our Company, Promoter Selling Shareholders (severally and not jointly), members of our Promoter Group, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Prospectus. Material guarantees given to third parties Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares of our Company, as on the date of this Prospectus. Details of companies or firms from which our Promoters have disassociated Except as stated below, our Promoters have not disassociated themselves from any other company or firm in the 3 (three) years preceding the date of this Prospectus: Sr. Name of the Name of the Company from Reason for disassociation Date of No. Promoter which our Promoter has disassociation disassociated 1 Dhanji Raghavji Patel Maritime (India) Private Due to other professional September 1, 2023 Patel Limited and personal pre-occupation Patel Structures Private Company struck-off from April 19, 2022 Limited the register of companies and the said company stands dissolved Patel Merchandise & Builtech Company struck-off from April 19, 2022 Private Limited the register of companies 444Sr. Name of the Name of the Company from Reason for disassociation Date of No. Promoter which our Promoter has disassociation disassociated and the said company stands dissolved 2 Bechar Raghavji Patel Structures Private Company struck-off from April 19, 2022 Patel Limited the register of companies and the said company stands dissolved Patel Merchandise & Builtech Company struck-off from April 19, 2022 Private Limited the register of companies and the said company stands dissolved Pramukh Infracon Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Rapid Corporation Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Vrudee Associates Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Divyanand Developers LLP Retired as a Partner. February 1, 2023 However, he continues to be associated with the LLP indirectly. Paramyogi Developers LLP Retired as a Partner. February 1, 2023 However, he continues to be associated with the LLP indirectly. Prayosha Infratech LLP LLP struck-off Struck-off (as per MCA portal)* Shayona Builders LLP LLP struck-off Struck-off (as per MCA portal)* Desire Reality Retired as a Partner. January 27, 2023 However, he continues to be associated with the partnership firm indirectly. Omkar Infrastructure Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Shreeram Realty Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Sahajanand Developers Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Param Infratech Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly. Nakshatra Lifespaces Retired as a Partner. February 1, 2023 However, he continues to be 445Sr. Name of the Name of the Company from Reason for disassociation Date of No. Promoter which our Promoter has disassociation disassociated associated with the partnership firm indirectly Pramukh Developers Retired as a Partner. February 1, 2023 However, he continues to be associated with the partnership firm indirectly 3 Hiren Bechar Prayosha Agro Industry LLP LLP struck-off Struck-off (as per Patel MCA portal)* *Note: Documents pertaining to strike-off of Prayosha Infratech LLP, Shayona Builders LLP and Prayosha Agro Industry LLP could not be traced. OUR PROMOTER GROUP In addition to our Promoters, 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: a) Natural persons forming part of the Promoter Group (other than our Promoters) The natural persons who are members of our Promoter Group, other than our Promoters are as follows: Sr. Name of Promoter Name of Promoter Group Member Relationship with Promoter No. 1 Dhanji Raghavji Patel Bechar Raghavji Patel Brother Ananthibhain S Patel Sister Jakhibenhari Verat Sister Shantaben Dharamshi Patel Sister Smitaben Dhanji Patel Wife Rahul Dhanji Patel Son Vaishali Panvelkar Daughter Asmita Dhanji Patel Daughter Arunaben Patel Spouse’s Sister Patel Bhartiben Rameshbhai Spouse’s Sister Radha Harilal Bera Spouse’s Sister Kuvarben Harkhabhai Nor Spouse’s Sister Chaudhari Shantaben Narashibhai Spouse’s Sister Hasmukh Jesha Patel Spouse’s Brother Narshi Jesha Patel Spouse’s Brother Shavji Jesha Patel Spouse’s Brother 2 Bechar Raghavji Patel Dhanji Raghavji Patel Brother Ananthibhain S Patel Sister Jakhibenhari Verat Sister Shantaben Dharamshi Patel Sister Punji Beacher Patel Wife Hiren Bechar Patel Son Ankit Beacher Patel Son Komal Rahul Waghela Daughter Patel Preeti Pankaj Daughter Ladiben Damji Patel Spouse’s Sister Patel Shantaben Ratilal Spouse’s Sister Devji Bhagawanji Verat Spouse’s Brother Shamji Bhagwanji Verat Spouse’s Brother Hari Verat Spouse’s Brother 3 Hiren Bechar Patel Bechar Raghavji Patel Father Punji Beacher Patel Mother 446Sr. Name of Promoter Name of Promoter Group Member Relationship with Promoter No. Ankit Beacher Patel Brother Komal Rahul Waghela Sister Patel Preeti Pankaj Sister Leelavati Hiren Patel Wife Param Hiren Patel Son Dhairya Hiren Patel Son Gokul Raja Patel Spouse’s Father Meghiben Gokul Patel Spouse’s Mother Bhavna Devendra Fatak Spouse’s Sister Nayana Suresh Patel Spouse’s Sister Lalu Gokul Patel Spouse’ Brother 4 Rahul Dhanji Patel Dhanji Raghavji Patel Father Smitaben Dhanji Patel Mother Vaishali Panvelkar Sister Asmita Dhanji Patel Sister Rekha Khimji Choudhari Wife Khimji Gokar Choudhari Spouse’s Father Amrut Khimji Chodhari Spouse’s Mother Vikas Khimji Chodhari Spouse’ Brother Rakesh Khimji Chodhari Spouse’ Brother b) Entities forming part of the Promoter Group (other than our Promoters): Sr. Name of the entity / company No. 1. DSB Properties 2. Elite Infrastructure 3. Magic Brick Realty 4. Mahalaxmi Enterprises 5. Param Builders and Devlopers 6. Navnirman Developers 7. Param Laxmi Developers 8. Paramyogi Builders and Developers LLP 9. Paramyogi Realty LLP 10. Patel’s Infratech Co. 11. Pramukh Infrastructures 12. Pramukh Realty 13. Pride Infrastructure 14. Ruvee Properties LLP 15. Shree Sahajanand Enterprises 16. Shree Sai Developers 17. Shree Paradise Construction 18. Dhanji Raghavji Patel HUF 19. Ankit Beacher Patel HUF 20. Hiren Bechar Patel HUF 21. MGN Properties LLP 22. Dharmik Structures 23. Param Infratech 24. Patel Maritime (India) Private Limited 25. Patel RPL Realty Private Limited 26. Panvelkar Bhoomi 27. J S Infrastructure 28. Pramukh Developers 29. R City Developers 30. Rapid Corporation 447Sr. Name of the entity / company No. 31. Rapid Infratech LLP (Formerly known as Rapid Infratech Private Limited) 32. Sahajanand Developers 33. Shiv Sai Builders and Developers 34. Vrudee Associates 35. Divyanand Developers LLP 36. Paramyogi Developers LLP 37. Dhanlaxmi Developers 38. Desire Realty 39. Ishwar Developers 40. Nakshatra Lifespaces 41. Neptune Enterprises 42. Nexa Construction LLP 43. Omkar Infrastructure 44. Pramukh Infracon 45. PRPL Garments Private Limited 46. Black Stone Realty 47. Dia Infratech 48. Dhairya Properties 49. Param Property Devlopers 50. Pinnacle Infratech & Developers 51. Rahul Enterprises 52. Serene Infratech Co 53. Trishul Enterprises 54. Shanthi Realtors 55. KBP Corporation 56. Shreeram Realty 57. Samarth Developers 58. Jay Garibdas BMS 59. Jay Garibdas Translink (proprietorship firm of Hiren Bechar Patel) 60. Studio Lumbr 61. Pragati Luggage 62. Arya Decor 63. Prayosha Interior Studio 64. Patel RPL Landscape and Infinity Realtors LLP 65. Madhava Regency 66. Namaskar Builders and Developers 67. Sparsh Buildcon 68. Tirath Enterprises Shareholding of the Promoter Group in our Company For details of the shareholding of our Promoters and members of our Promoter Group as on the date of this Prospectus, please see “Capital Structure- History of build-up of our Promoters’ shareholding and lock-in of Promoters’ shareholding (including Promoters’ contribution)- Shareholding of our Promoters and the members of our Promoter Group” on page 140. Other Confirmations There is no conflict of interest between the suppliers of raw materials and third party service providers (which are crucial for operations of our Company) and our Promoters and members of our Promoter Group. Except as disclosed in Our Promoter and Promoter Group – Interest of our Promoters on page 442 , there is no conflict of interest between the lessors of immovable properties (which are crucial for operations of our Company) and our Promoters and members of our Promoter Group. 448DIVIDEND POLICY The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association of our Company, Companies Act and other applicable law, and the dividend distribution policy of our Company may be reviewed and amended periodically by our Board in accordance with the same. The dividend distribution policy was approved and adopted by our Board in its meeting held on December 30, 2023. In terms of the policy, the dividend, if any paid, will depend on a number of internal and external factors, which amongst others, include capital requirements, profits, cash flows, contractual obligations and growth and expansion plans. 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 but not limited to earning stability, contractual obligations, applicable legal restrictions, overall financial position of our Company, macroeconomic and business conditions and other factors considered relevant by the Board. In addition, our ability to pay dividends may be impacted by a number of other factors, including restrictive covenants under the loan or financing documents our Company is currently a party to or may enter into from time to time, to finance our fund requirements for our business activities. For further details, please see “Financial Indebtedness” on page 516. Our Company has paid interim and final dividend of ₹1/- per Equity Share for the Fiscal 2023 We may retain all our future earnings, if any, for use in the operations and expansion of our business. For further details, please see “Risk Factors- Our ability to pay dividends in the future will depend upon our future earnings, cash flows, working capital requirements and capital expenditures and the terms of financing agreements.” on page 93. [The remainder of this page has been intentionally left blank] 449SECTION V- FINANCIAL INFORMATION RESTATED FINANCIAL STATEMENTS Financial Statements Page Nos. Restated Financial Statements 450 - 485 [The remainder of this page has been intentionally left blank] 450450451452453454455456Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) Statement Of Significant Accounting Policies & Notes To Restated Financial Statements 1 Company Overview The company is primarily engaged in retail supermarket chain operating in Tier-III cities and nearby suburban areas of Thane and Raigad District, offering Food, Non Food (FMCG), Apparels, Home Improvement, Small Home Applainces, Over the Counter Products, Personal Care and general Merchandise catering to the needs of the entire family. The Company is also engaged in processing and manufacturing of Whole Spices, Powder Spices, Wheat Flour, Peanuts, etc. from its unit loacted at Maharashtra and Kutch, Gujarat. During the Year, The Company has started Manufacturing of Blended Spices under the brand name " Indian Chaska" from its unit located at Kutch, Gujarat. The Company also undertakes trading activities. 2 Significant accounting policies (a) Basis of preparation (i) Statement of compliance The Restated Balance Sheets of the company as at 31 March 2025, 31 March 2024, 31 March 2023; the related Restated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Statement of Changes in Equity, and the Restated Statement of Cash Flows for the Year ended 31 March 2025, 31 March 2024 and 31 March 2023 and the Significant accounting policies have been extracted by the management from the audited financial statements for the March 31, 2025, March 31, 2024 and March 31, 2023, approved by the respective Board of Directors of the companies. The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India. The financial statements were authorized for issue by the Company's Board of Directors on 16th June 2025. These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lacs, unless otherwise indicated. (ii) Basis of measurement The Restated Financial Statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the Restated Financial Statements except where a newly issued accounting standard is initially adopted or revision to an existing accounting standard where a change in accounting policy hitherto in use. The Restated Financial Statements have been prepared under the historical cost convention except for certain financial instruments measured at fair value as explained in the accounting policies. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services at the time of their acquisition. (b) Current vs non-current classification The Company presents assets and liabilities in the balance sheet based on current / non-current classification. An asset is treated as current when it is: • Expected to be realised or intended to be sold or consumed in normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. All other assets are classified as non-current. A liability is current when: • It is expected to be settled in normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve month as its operating cycle. (c) Use of estimates and judgements The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively. 457Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) (d) 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. (I) Financial Assets (i) Classification The Company classifies its financial assets in the following measurement categories: (a) Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and (b) Those measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (a) For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. (b) For investments in debt instruments, this will depend on the business model in which the investment is held. (c) For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not measured at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (a) Debt instruments Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other income or other expenses (as applicable). Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the statement of profit and loss within other income or other expenses (as applicable) in the period in which it arises. Interest income from these financial assets is included in other income or other expenses, as applicable. (b) Equity instruments The Company subsequently measures all equity investments at fair value. Where the Company’s management has selected to present fair value gains and losses on equity investments in other comprehensive income and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses, as applicable in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (iii) Impairment of financial assets The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime credit losses (ECL) to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed. For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used. (iv) Derecognition of financial assets (a) The Company has transferred the rights to receive cash flows from the financial asset or (b) Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset. 458Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) (II) Financial Liabilities (i) Measurement Financial liabilities are initially recognised at fair value, reduced by transaction costs (in case of financial liability not at fair value through profit or loss), that are directly attributable to the issue of financial liability. After initial recognition, financial liabilities are measured at amortised cost using effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash outflow (including all fees paid, transaction cost, and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. At the time of initial recognition, there is no financial liability irrevocably designated as measured at fair value through profit or loss. (ii) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de- recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. (e) Inventories Valuation (i) Raw materials, components, stores & spares, packing material, semi-finished goods & finished goods are valued at lower of cost and net realisable value. (ii) Cost of Raw Materials, components, stores & spares and packing material is arrived at Weighted Average Cost and Cost of semi-finished good and finished good comprises, raw materials, direct labour, other direct costs and related production overheads is arrived through Weighted Average Cost. (iii) Scrap is valued at net realisable value. (iv) Due allowances are made in respect of slow moving, non-moving and obsolete inventories based on estimate made by the Management. (f) Revenue Recognition Revenueismeasuredatthefairvalueoftheconsiderationreceivedorreceivable.Amountsdisclosedasrevenueareinclusiveofexcisedutyandnetofreturns,tradediscount taxesandamountscollectedonbehalfofthirdparties.Discountisrecognisedoncashbasisinaccordancewiththecontractualtermoftheagreementwiththecustomers.The Company recognises revenue as under: (i) The Company recognizes revenue from sale of goods when: (a) The significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, which coincides with the delivery of goods. (b) The Company retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold. (c) The amount of revenue can be reliably measured. (d) It is probable that future economic benefits associated with the transaction will flow to the Company. (e) The cost incurred or to be incurred in respect of the transaction can be measured reliably. (f) The company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Interest on deployment of funds is recognised on accrual basis. Dividend income is recognised when right to receive dividend is established. Profit on sale of investments is recognised on sale of investments. (g) Property, plant and equipment (i) Recognition and measurement On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2020 measured as per the previous GAAP and used those carrying value as the deemed cost of the property, plant and equipment. Freehold land is carried at historical cost. All other items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. The cost of an item of property, plant and equipment comprises: a) its purchase price, including import duties and non-refundable taxes (net of GST), after deducting trade discounts and rebates. b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. c) borrowing costs for long-term construction projects if the recognition criteria are met. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital advances under other non-current assets and the cost of assets not ready to use before such date are disclosed under ‘Capital work-in-progress’. (ii) Subsequent expenditure Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in the Statement of Profit and Loss when incurred. (iii) Depreciation Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values, if any, over their estimated useful lives using the Reduced Balance method in the manner and at the rates prescribed by Part ‘C’ of Schedule II of the Act, except as stated below. Depreciation on additions/(disposals) is provided on a pro-rata basis i.e. from/ (upto) the date on which asset is ready for use / disposed off. The estimated useful lives of assets are as taken as per Companies Act, 2013 (h) Intangible assets OntransitiontoIndAS,TheCompanyhaselectedto continuewiththecarryingvalueof allofitsintangible assetsrecognisedasat 1April2020measuredasper theprevious GAAP and used those carrying value as the deemed cost of the intangible assets. (i)Anintangibleassetshallberecognisedif,andonlyif:(a)itisprobablethattheexpectedfutureeconomicbenefitsthatareattributabletotheassetwillflowtotheCompany and (b) the cost of the asset can be measured reliably. (iii)Computersoftwareiscapitalisedwhereitisexpectedtoprovidefutureenduringeconomicbenefits.Capitalisationcostsincludelicencefeesandcostsofimplementation/ system integration services. The costs are capitalised in the year in which the relevant software is implemented for use. The same is amortised over a period of 5 years on straight-line method. 459Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) (i) Leases Company as lessee: Lease under which the Company assumes substantially all the risks and rewards of ownership are classified as Finance Leases. The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as operating lease. Operating lease payments are recognised as expenses in the Statement of Profit and Loss. (j) Employee Benefit (i) Defined Contribution Plan Contribution to defined contribution plans are recognised as expense in the Statement of Profit and Loss, as they are incurred. (ii) Defined Benefit Plan Company's liabilities towards gratuity and leave encashment are determined using the projected unit credit method as at Balance Sheet date. Actuarial gains / losses are recognised immediately in the Statement of Profit and Loss. (k) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR), which is Company’s functional and presentation currency. (ii) Transactions and balances Foreigncurrencytransactionsaretranslatedintothefunctionalcurrencyusingtheexchangeratesatthedatesofthetransactions.Foreignexchangegainsandlossesresulting fromthesettlementofsuchtransactionsandfromthetranslationofmonetaryassetsandliabilitiesdenominatedinforeigncurrenciesatyearendexchangeratesaregenerally recognisedinprofitorloss. AlltheforeignexchangegainsandlossesarepresentedinthestatementofProfitandLossonanetbasiswithinotherexpensesorotherincomeas applicable. (l) Borrowing cost Borrowingcostsareinterest andother costs(includingexchangedifferences relatingto foreigncurrency borrowingsto theextent thatthey areregardedasanadjustmentto interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantialperiodoftimetogetreadyfortheirintendedusearecapitalisedaspartofthecostofthatasset.Otherborrowingcostsarerecognisedasanexpenseintheperiod (ini) wCohmichm tehnecye amree nint coufr creadp.italisation Capitalisationofborrowingcost as partofthe cost ofaqualifyingasset shallbeginon the commencement date.The commencement date forcapitalisation is the date when the entity first meets all of the following conditions: a. it incurs expenditures for the asset; b. it incurs borrowing costs; and c. it undertakes activities that are necessary to prepare the asset for its intended use or sale. (ii) Cessation of capitalisation Cessation of capitalisation shall happen when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. Other borrowing costs are recognised as an expense in the period in which they are incurred. (m) Earnings per share (i) Basic earnings per share Basic earnings per share is calculated by dividing: - the profit attributable to owners of the Company; and - by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year. ii) Diluted earnings per share Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account: - the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and - the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares. (n) Impairment of Assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount maynotberecoverable.Animpairmentlossisrecognisedfortheamountbywhichtheasset’scarryingamountexceedsitsrecoverableamount.Therecoverableamountisthe higherofanasset’sfairvaluelesscostsofdisposalandvalueinuse.Forthepurposesofassessingimpairment,assetsareCompanyedatthelowestlevelsforwhichthereare separately identifiable cash inflows which are largely independent of the cash inflows from other assets or Companys of assets (cash-generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. (o) Provisions, contingent liabilities and contingent assets (i) Provisions: ProvisionsarerecognisedwhentheCompanyhasapresentobligation(legalorconstructive)asaresultofapastevent,itisprobablethatanoutflowofresourcesembodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss. (ii) Contingent liabilities: A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements. (iii) Contingent Assets: Contingent Assets are disclosed, where an inflow of economic benefits is probable. 460Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) (p) Investments OntransitiontoIndAS,equityinvestmentsaremeasuredatfairvalue,withvaluechangesrecognisedinOtherComprehensiveIncome,exceptforthosemutualfundforwhich the Company has elected to present the fair value changes in the Statement of Profit and Loss. (q) Trade receivables Trade receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. (r) Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method. (s) Operating Cycle Based on the nature of products/activities of the Company and the normaltime between acquisition ofassets andtheir realisation in cashor cashequivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current. (t) Rounding of amounts All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rupees Lacs (upto two decimals), unless otherwise stated as per the requirement of Schedule III (Division II). (u) Government Grants, subsidies and export incentives Government grants and subsidies are accounted when there is reasonable assurance that the Company will comply with the conditions attached to them and it is reasonably certain that the ultimate collection will be made. Capital grants relating to specific fixed assets are reduced from the gross value of the respective fixed assets. Revenue grants are recognised in the Statement of Profit and Loss. Export benefits available under prevalent schemes are accrued in the year in which the goods are exported and there is no uncertainty in receiving the same. (v) Segment reporting Operating segment are reported in a manner consistent with the internal reporting provided to the Chief operating decision maker (CODM). Identification of segments : In accordance with Ind As 108 "operating segment", the operating segment used to present segment information reviewed by CODM to allocate resources to the segments and assess their performance. An operating segment is a component of the group that engages in the business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of the group's other components. (w) Dividend The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the distribution is authorised and the distribution is no longer at the discretion of the Company on or before the end of the reporting period. As per Corporate laws in India, a distribution in the nature of final dividend is authorized when it is approved by the shareholders. A corresponding amount is recognized directly in equity. (x) Income tax Tax expense comprise of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. At each balance sheet date unrecognized deferred tax assets are re-assessed. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized. (y) Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturities of three months or less from date of purchase to be cash equivalents. (z) Cash Flow Statement Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. (aa) Interest income Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. 461Patel Retail Limited (formerly known as "Patel Retail Private Limited") Notes to the Restated Balance Sheet Note "3" Property, Plant & Equipments and Intangible Assets (All amounts are in INR lakhs except per share data or otherwise stated) Property, Plant & Euipments Intangible Assets Leasehold Freehold Factory Plant & Electrical Office Furniture & Lab Motor Particulars Shop Computers Road Trademark Software CWIP Total Land Land Building Machinery Equipments Equipment Fixture Equipments Vehicle Gross Carrying Value Gross Carrying Value As at March 31, 2022 3 66.89 190.56 2,121.12 207.10 1,636.68 390.46 441.93 988.67 9.13 282.69 617.37 - 0 .38 38.12 2,679.18 9,970.26 Additions - - 7 85.84 - 1 ,527.03 242.53 1 12.85 147.49 29.22 3 2.83 24.69 76.07 - 3.70 - 2,982.24 Disposals / derecognised - - - - (4.98) - - - - - (12.79) - - - (2,504.36) ( 2,522.13) Gross Carrying Value As at March 31, 2023 3 66.89 190.56 2,906.95 207.10 3,158.73 632.99 554.78 1 ,136.16 3 8.35 315.52 629.27 7 6.07 0 .38 41.82 174.82 1 0,430.38 Additions - 234.00 60.49 - 325.52 65.96 66.88 163.66 - 5 3.77 35.57 - - 2.57 272.52 1,280.95 Disposals / derecognised - - - - - - - - - - - - - - - Gross Carrying Value As at March 31, 2024 3 66.89 424.56 2,967.44 207.10 3,484.25 698.95 621.66 1 ,299.82 3 8.35 369.29 664.84 7 6.07 0 .38 44.39 447.34 1 1,711.33 Additions - 1 .58 1 73.24 - 570.97 95.70 1 26.85 355.33 - 2 8.67 203.94 - - 4.60 1 4.49 1,575.36 Grants Received - - ( 10.44) - (12.62) (2.71) - - (0.80) - - (1.82) - - (53.82) (82.20) Disposals / derecognised - - - - - - - - - - (14.79) - - - (408.01) (422.81) Gross Carrying Value As at March 31, 2025 3 66.89 426.14 3,130.24 207.10 4,042.60 791.93 748.50 1 ,655.14 3 7.56 397.96 853.99 7 4.25 0 .38 48.99 - 1 2,781.67 Leasehold Freehold Factory Plant & Electrical Office Furniture & Lab Motor Particulars Shop Computers Road Trademark Software CWIP Total Land Land Building Machinery Equipments Equipment Fixture Equipments Vehicle Accumulated depreciation Accumulated depreciation As at March 31, 2022 36.90 - 858.40 21.53 7 13.70 228.10 353.79 707.21 4.37 256.94 361.55 - 0 .37 22.39 - 3,565.23 Depreciation charge during the year 3.98 - 1 75.16 9.04 378.62 95.19 56.69 93.61 5.88 2 8.02 66.50 19.64 - 7.03 - 939.35 Disposals / derecognised - - - - - - - - - - (10.98) - - - - (10.98) Accumulated depreciation As at March 31, 2023 40.87 - 1,033.55 30.57 1,092.32 323.28 410.48 800.82 1 0.24 284.96 417.07 1 9.64 0 .37 29.42 - 4,493.60 Depreciation charge during the year 3.98 1 73.87 8.60 394.54 82.89 67.36 96.92 6.97 2 4.68 56.10 14.61 - 1.27 - 931.79 Disposals / derecognised - Accumulated depreciation As at March 31, 2024 44.85 - 1,207.42 39.17 1,486.86 406.17 477.84 897.74 1 7.22 309.64 473.16 3 4.25 0 .38 30.69 - 5,425.39 Depreciation charge during the year 3.98 - 1 63.87 8.18 394.53 88.16 99.53 158.43 5.47 4 6.49 85.26 10.83 - 6.29 - 1,071.02 Disposals / derecognised - - (0.84) - (2.63) (0.94) - - (0.25) - (13.75) (0.63) - - - (19.05) Accumulated depreciation As at March 31, 2025 48.83 - 1,370.45 47.34 1,878.76 493.38 577.37 1 ,056.16 2 2.44 356.13 544.67 4 4.44 0 .38 36.99 - 6,477.33 Net carrying amount as at March 31, 2025 3 18.06 426.14 1,759.79 159.76 2,163.84 298.55 171.14 598.98 1 5.11 41.83 309.33 2 9.81 0 .00 12.01 - 6,304.33 Net carrying amount as at March 31, 2024 3 22.04 424.56 1,760.02 167.94 1,997.39 292.77 143.82 402.08 2 1.14 59.65 191.69 4 1.82 0 .00 13.70 447.34 6,285.95 Net carrying amount as at March 31, 2023 3 26.02 190.56 1,873.40 176.53 2,066.41 309.70 144.30 335.34 2 8.11 30.56 212.20 5 6.43 0 .00 12.40 174.82 5,936.79 Notes i) (cid:9)The company does not have any immovable property whose title deeds are not held in the name of the company except those held under lease arrangements for which lease agreements are duly executed in the favour of the company. ii) On transition to Ind AS (i.e. 1 April 2020), the company has elected to continue with the carrying value of all Property, Plant and Equipment measured as per the previous GAAP and use that carrying value as the deemed cost of Property, Plant and Equipment. CWIP* Less than 1 More than CWIP Ageing Schedule 1 - 2 Year 2 - 3 Year Total Year 3 Years Project In Progress: As at March 31, 2024 272.52 - 98.15 7 6.68 447.35 As at March 31, 2023 - 98.15 65.68 1 1.00 174.83 * The above ageing pertains to FY 2023-24. Capital Work-in-Progress has been captalised in the current financial year During the current year, the company has received government grant amounting to Rs. 53.82 lakhs in respect of Unit under work in progress and Rs. 28.39 lakhs in respect of APC unit from Ministry of Food Processing Industries. 462Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) 4 NON CURRENT INVESTMENTS As at As at Particulars March 31, 2025 March 31, 2024 Non Trade Investments - Unquoted Investment in equity instruments (fully paid-up) (FVOCI) Jai Hind Co-operative Bank Ltd. Nil: 31 March 2025, ( Nil 31 March 2024, 6,600: 31 March 2023 Equity shares Rs. 25/- each) - - Total - - 5 OTHER NON CURRENT FINANCIAL ASSETS As at As at Particulars March 31, 2025 March 31, 2024 (Unsecured, Considered Goods, unless specified otherwise) Other Deposits 612.95 609.27 Loans & advances to Others - - 6 12.95 6 09.27 6 OTHER NON CURRENT ASSETS As at As at Particulars March 31, 2025 March 31, 2024 (Unsecured, Considered Goods, unless specified otherwise) Capital Advances 325.30 259.27 Balance with govt authorities 934.69 1,157.39 1,259.99 1 ,416.66 7 OTHER NON CURRENT TAX ASSETS (NET) As at As at Particulars March 31, 2025 March 31, 2024 Advance Tax/ TDS/ TCS 68.19 118.34 [Advance Tax and Tax Deducted at Source - Net of Current Tax Provisions] 68.19 118.34 8 Deferred Tax Asset (Net) As at As at Particulars March 31, 2025 March 31, 2024 Deferred Tax Asset/ (Liabilities) on the below mentioned: On Property, plant and equipment/Other Intangible Assets 141.77 106.51 On allowance for Expected Credit Loss 70.25 98.15 On Lease deposits under Ind AS 1.63 1 .26 On lease right to use asset under Ind AS 2.23 1 .60 On gratuity 15.90 7 .59 On account of non-payment of dues to MSME 9.91 0 .70 On Bonus 4.83 - 2 46.52 215.81 463Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) 9 Inventories As at As at As at Particulars March 31, March 31, March 31, #REF! Raw Material 2 ,173.05 2,564.16 4 75.78 5352.15 Finished Goods and other Materials 12,198.92 10,136.00 7 ,191.86 95.48 14,371.97 1 2,700.16 7,667.65 ##### Finished Goods inventory includes Goods in Transit Rs. 464.32 lakhs (As at 31.03.2024 - Rs. 229.96 lakhs) and (As at 31.03.2023 - Rs. Nil lakhs) 10 TRADE RECEIVABLES As at As at As at Particulars March 31, March 31, March 31, #REF! (Unsecured) Considered Good 12,464.44 9,655.62 1 0,359.63 ##### Considered Doubtful 279.13 3 90.00 390.00 ##### 12,743.57 1 0,045.62 10,749.63 ##### Less: Impairment allowance (Allowance for bad and doubtful debts) ( 279.13) (390.00) ( 390.00) ##### 12,464.44 9 ,655.62 10,359.63 ##### 10 (a) Trade Receivables Ageing Schedule As at 31 March 2025 Outstanding for following period from due date of More Particulars Less than 6 6 months- Total 1-2 years 2-3 years than 3 months 1 year years (i) Undisputed Trade Receivables - 9,059.04 3,416.54 119.17 112.25 36.57 12,743.57 Considered good (ii) Undisputed Trade Receivables - - - - - - - considered doubtful (iv) Disputed Trade Receivables - - - - - - - Considered Good (v) Disputed Trade Receivables - - - - - - - Considered Doubtful 9,059.04 3,416.54 119.17 112.25 36.57 12,743.57 Less: Expected credit loss allowance (279.13) 12,464.44 464Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) As at March 31, 2024 Outstanding for following period from due date of More Particulars Less than 6 6 months- Total 1-2 years 2-3 years than 3 months 1 year years (i) Undisputed Trade Receivables - 8,005.80 1,612.99 293.27 8.68 124.86 10,045.62 Considered good (ii) Undisputed Trade Receivables - - - - - - - considered doubtful (iv) Disputed Trade Receivables - - - - - - - Considered Good (v) Disputed Trade Receivables - - - - - - - Considered Doubtful 8,005.80 1,612.99 293.27 8.68 124.86 10,045.62 Less: Expected credit loss allowance (390.00) 9,655.62 As at March 31, 2023 Outstanding for following period from due date of More Particulars Less than 6 6 months- Total 1-2 years 2-3 years than 3 months 1 year years (i) Undisputed Trade Receivables - 10002.45 369.59 161.13 65.39 151.08 10,749.64 Considered good (ii) Undisputed Trade Receivables - - - - - - - considered doubtful (iv) Disputed Trade Receivables - - - - - - - Considered Good (v) Disputed Trade Receivables - - - - - - - Considered Doubtful 10,002.45 369.59 161.13 65.39 151.08 10,749.64 Less: Expected credit loss allowance (390.00) 10,359.64 465Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) 11 CASH AND CASH EQUIVALENTS As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Cash on hand 2 05.45 1 51.73 3 9.95 Cash Collection* 36.81 93.41 8 0.44 Balance With Banks Bank Balance 32.35 48.13 1 44.24 274.61 293.26 2 64.62 * This represents the amount lying with cash collection agency 12 OTHER BANK BALANCES As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Fixed Deposits 9 64.17 69.44 6 6.23 964.17 6 9.44 6 6.23 Note: In FY 2024-25 out of the above FD's Amounting ₹64.10 Lakhs (In FY 2023-24 ₹69.44 Lakhs and In FY 2022- 23 ₹66.23 Lakhs) are on lien 13 OTHER FINANCIAL ASSETS As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured, Considered Good, unless specified otherwise) Claims Receivable - 24.55 - Loans & advances to Employees 1 38.33 1 04.67 9 5.56 Interest Receivable - 4.39 2 .76 Export License Receivable 2 19.23 4 67.18 3 61.07 357.56 600.79 459.39 14 OTHER CURRENT ASSETS As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured, Considered Good, unless specified otherwise) Prepaid expenses 1 67.43 1 42.81 2 63.80 Advance to Trade Payables 8 11.84 9 24.12 2 ,913.20 IPO related expenses 1 82.76 76.86 Custom Duty 7.49 7.49 - 1 ,169.52 1 ,151.27 3,176.99 466Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) 15 EQUITY SHARE CAPITAL As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Authorized Share Capital 3,51,00,000 Equity shares, Rs. 10/- par value (31 March 24 : 3,51,00,000 and 31 March 2023 : 50,00,000) Equity 3 ,510.00 3 ,510.00 5 00.00 shares Rs. 10/- each) 3 ,510.00 3,510.00 500.00 Issued, Subscribed and Fully Paid Up Shares 2,48,82,528 Equity shares, Rs. 10/- par value fully paid up(31 March 2024: 2,43,82,528 and 31 March 2023 : 38,09,770 Equity shares Rs. 10/- each fully paid up) 2 ,488.25 2 ,438.25 3 80.98 2 ,488.25 2,438.25 380.98 Note No 15.1: The reconcilation of the number of shares outstanding at the beginning and at the end of the period/year: As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars No. of Shares Amount No. of Shares Amount No. of Shares Amount Number of shares at the beginning 2,43,82,528 2,438.25 3 8,09,770 380.98 38,09,770 380.98 Add: Shares issued during the year (refer note 15.2 (c) & (d)) 5 ,00,000 5 0.00 2,05,75,758 2 ,057.27 - - Less : Shares bought back (if any) - - - Number of shares at the end 2,48,82,528 2,488.25 2,43,85,528 2 ,438.25 38,09,770 3 80.98 Note No 15.2: Terms/rights attached to equity shares (A) The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. (B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. (C) The Company has issued 5,00,000 Equity Shares of Face Value of ₹10/- each @ ₹300/- Per Share with a Share Premium of ₹290/- Per Share on account of pre- IPO allotment. (d) The Company has issued 2,05,72,758 Bonus Equity Shares in the ratio of 54:10 vide resolution of the shareholder dated December 30, 2023. 467Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) Note No 15.3: The details of shareholders holding more than 5% shares in the company : As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Name of the shareholder No. of Shares % holding No. of Shares % holding No. of Shares % holding Equity shares with voting rights Bechar R. Patel 46,72,000 18.78% 4 6,72,000 19.16% 7 ,30,000 19.16% Dhanji R. Patel 1,62,86,528 65.45% 1,62,86,528 66.80% 26,44,770 69.42% Bharat H. Patel 12,48,000 5.02% 1 2,48,000 5.12% - - Note No 15.4(a): The details of shareholding of Promoters : As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Name of the shareholder No. of Shares % holding No. of Shares % holding No. of Shares % holding Equity shares with voting rights Bechar R. Patel 46,72,000 18.78% 4 6,72,000 19.16% 7 ,30,000 19.16% Dhanji R. Patel 1,62,86,528 65.45% 1,62,86,528 66.80% 26,44,770 69.42% Hiren B. Patel 6 ,40,000 2.57% 6,40,000 2.62% 1 ,00,000 2.62% Rahul D. Patel 6 ,40,000 2.57% 6,40,000 2.62% Note No 15.4(b): The details of change in % shareholding of Promoters: As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 % change % change % change Name of the shareholder No. of Shares during the No. of Shares during the No. of Shares during the year year year Bechar R. Patel 46,72,000 - 4 6,72,000 - 7 ,30,000 - Dhanji R. Patel 1,62,86,528 - 1,62,86,528 -2.62% 26,44,770 - Hiren B. Patel 6 ,40,000 - 6,40,000 - Rahul D. Patel 6 ,40,000 - 6,40,000 2.62% 468Patel Retail Limited (formerly known as "Patel Retail Private Limited") Restated Notes to the Balance Sheet (All amounts are in INR lakhs except per share data or otherwise stated) 16 OTHER EQUITY As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Retained Earnings Opening Reserves 7 ,002.03 5 ,836.94 4 ,237.06 Profit for the year 2 ,527.81 2 ,253.34 1 ,637.97 Reserves utilised for issue of Bonus shares - 1 ,088.25 - Dividend Paid - - 3 8.10 2 ,527.81 1 ,165.09 1 ,599.88 Retained Earnings 9 ,529.84 8 ,090.28 5 ,836.93 Closing Reserves 9,529.84 7,002.03 5,836.94 Share Premium Opening Reserves - 969.02 969.02 Share Premium utilised for issue of Bonus Shares (refer note 15.2 (d)) - ( 969.02) Additions to Share Premium (refer note 15.2 (c)) 1 ,450.00 Closing Reserves 1,450.00 - 9 69.02 Other Comprehensive Income (OCI) Opening Reserves 0.05 ( 0.02) ( 2.82) -Remeasurement of net defined benefit plans (10.70) 0.07 2.80 -Fair Value of Equity Investments through OCI 7,002.03 5,836.94 Closing Reserves ( 10.65) 0.05 (0.02) 10,969.19 7,002.08 6,805.94 17 Long Term Borrowings As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Secured (Refer Note 17.1, 17.2, 17.3, 17.4 & 17.5) Bank Loan 563.72 881.94 9 47.01 5 63.72 8 81.94 9 47.01 Unsecured Director's Loan 1 ,452.15 1 ,803.88 2 ,580.05 1,452.15 1,803.88 2,580.05 2,015.87 2,685.82 3,527.06 Note I: Bank Loans carrying interest rates range in % per annum Particulars Interest Rate Range Interest Rate Range Interest Rate Range Term Loans 8.25% to 9.25% 8.25% to 9.25% 8.25% to 9.25% Vehicle Loans 7.00% to 9.00% 7.00% to 9.00% 7.00% to 9.00% Directors Loan 8.00% to 12.00% 8.00% to 12.00% 8.00% to 12.00% 469470471472473474475476477478479480481482483484485486OTHER FINANCIAL INFORMATION The audited financial statements of our Company as at and for the Fiscal 2025 and Fiscal 2024 and the special audited standalone financial statements for the Fiscals 2023, respectively (“Company’s Financial Statements”) are available at https://www.patelrpl.in. Our Company is providing these links on its website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Company’s Audited Financial Statements do not constitute, (i) a part of this Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Company’s Audited Financial Statements should not be considered as part of information that any investor should consider subscribing for or purchase any securities of our Company, or any entity in which its shareholders have significant influence (collectively, the “Group”) and should not be relied upon or used as a basis for any investment decision. None of the Group or any of its advisors, nor the BRLM or the Promoters, nor any of their respective employees, directors, affiliates, agents or representatives or the Promoter Selling Shareholders accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the Company’s Financial Statements or the opinions expressed therein. The accounting ratios derived from Restated Financial Statements required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below: (₹ in Lakhs, except ratios) As on / For Fiscal As on / For Fiscal As on / For Particulars 2025 2024 Fiscal 2023 Basic Earnings/ (loss) per Equity 10.30 9.24 6.72 Share (₹) * (After Bonus Issue) Diluted Earnings/ (loss) per 10.30 9.24 6.72 Equity Share (₹)* (After Bonus Issue) Return on Net Worth (%) * 19.02% 24.24% 23.66% Net Asset Value Per Equity Share 54.08 38.72 29.48 (₹) (After Bonus Issue) Adjusted Net Asset Value Per 53.41 38.13 28.39 Equity Share(₹) (After Bonus Issue) Earnings before interest, tax, 6,243.27 5,583.95 4,323.96 depreciation and amortisation (EBITDA)* (₹ in Lakhs) Earnings before interest, tax, 5,713.55 5,231.53 4,198.38 depreciation and amortisation and Other Income (Adjusted EBITDA)* (₹ in Lakhs) The Ratios have been computed as under: 1. Basic and diluted earnings/ (loss) per equity share: Basic and diluted earnings/ (loss) per equity share are computed in accordance with Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). 2. Net Worth: Net Worth is calculated as the sum of (i) Equity Shares; and (ii) other equity. 3. Return on Net Worth Ratio: Profit/ (loss) for the year / period attributable to Shareholders divided by Net Worth as attributable to Shareholders at the end of the year/period. 4. Net assets value per Equity Share (₹): Net assets at the end of the year/period divided by Total number of weighted average Equity Share outstanding at the end of the year/ period. 5. Adjusted Net assets value per Equity Share (₹): Net assets less prepaid expenses at the end of the year/period divided by Total number of weighted average Equity Share outstanding at the end of the year/ period. 6. Net asset means total assets minus total liabilities excluding revaluation reserves. 7. EBITDA is calculated as profit for the year/ period, plus total tax expenses, exceptional items, finance costs and depreciation and amortization expenses. 8. Adjusted EBITDA is calculated as profit for the year/ period, plus total tax expenses, exceptional items, finance costs and depreciation and amortization expenses, less Other income. 9. Accounting and other ratios are based on the Restated Financial Statements. 486MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations together with the Restated Financial Statements as of Fiscals 2025, 2024 and 2023, including the notes and significant accounting policies thereto and the report thereon, which appear on page 492. These financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act. Our fiscal year ends on March 31 of each year, so all references to a particular Fiscal or fiscal year are to the twelve-month period ended March 31 of that year. The following discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the section titled “Risk Factors” on page 40 of this Prospectus and elsewhere in this Prospectus. We have included various operational and financial performance indicators in this Prospectus, including certain non-GAAP financial measures and operational measures and certain other industry measures related to our operations and financial performance, that may vary from any standard methodology that is applicable across our industry and some of which may not be derived from our Restated Financial Statements or otherwise subjected to an audit or review by our auditors. The manner in which such operational and financial performance indicators, including non-GAAP financial measures, are calculated and presented, and the assumptions and estimates used in such calculation, may vary from that used by other companies. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision, and should consult their own advisors and evaluate such information in the context of the Restated Financial Statements and other information relating to our business and operations included in this Prospectus. For further details on risks related to reliance on non-GAAP financial measures, please see “Risk Factors –We have in this Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the Indian, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies on page 101 of this Prospectus. “Industry Report on Food & Grocery Retailing and Food Processing” updated on August 07, 2025 (“D&B Report”), has been exclusively prepared for the purpose of the Offer and issued by D&B and is commissioned and paid for by us, pursuant to an engagement letter executed on February 12, 2024, only for the purposes of understanding the industry exclusively in connection with the Offer. Unless otherwise indicated, all financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year refers to such information for the relevant financial year. The D&B Report will be available on our Company’s website at https://patelrpl.in/investor-relations/. Some of the information contained in this section, including information with respect to our strategies, contain forward- looking statements that involve risks and uncertainties. You should read the section titled “Forward- Looking Statements” on page 25 of this Prospectus for a discussion of the risks and uncertainties related to those statements and also the section titled “Risk Factors” and “Our Business” on pages 40 and 196, respectively, for a discussion of certain factors that may affect our business, results of operations and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these forward-looking statements. Unless otherwise stated, references to “the Company”, “our Company”, “we”, “us”, and “our” are to Patel Retail Limited. Overview We are primarily engaged as a retail supermarket chain operating in Tier-III cities and the nearby suburban areas, with focus on “value retail”, offering food, non-food (FMCG), general merchandise and apparel catering to the needs of the entire family. Incorporated in Fiscal 2008, our Company started its first store under the brand “Patel’s 487R Mart” at Ambernath, Maharashtra and since then, our operations are spread across the suburban area of Thane and Raigad district in Maharashtra. As on May 31, 2025 we operate and manage forty-three (43) stores, with a Retail Business Area27 of approx. 1,78,946 sq.fts. With our objective to increase margin and to promote our retail supermarket brand “Patel’s R Mart”, we launched our private label goods comprising of pulses (“Patel Fresh”) and spices (“Indian Chaska”), which we buy in bulk quantities and package and brand after our quality checks and inspections at our processing and packing facility at Ambernath, Maharashtra (“Facility 1”), mens wear (“Blue Nation”), home improving products (“Patel Essentials”), ready-to-cook / instant mix (“Patel Fresh”), ghee and papad (“Indian Chaska”) which we buy from third party vendors under our brands. Since incorporation in Fiscal 2008, we have increased our store offerings and as on May 31, 2025 we offer around 38 product categories with over 10,000 product SKUs in our stores. As our backward integration strategy and to control our supply chain, we started our production facility at Survey No. 145/1, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat - 370115 (“Facility 2”), where we process peanuts and whole spices, such as coriander seed and cumin seeds. Further as a part of our strategy to broaden our product offering across the value chain, we built an agri processing cluster, spread over 15.925 acres of land area at Survey No. 170/2, Bhuj Bachau Highway, Village Dudhai, Taluka Anjar, District Kutch, Gujarat – 370115, comprising of five (5) production units collectively (“Facility 3”), one (1) fruit pulp processing unit (“F&V Unit”), dry warehouse of 2546.29 sq. mtr. with storage capacity of 3040 MT, cold storage with capacity of 3000 MT and also our in-house testing and research laboratory (“Agri-cluster”). Our Facility 1, Facility 2 and Facility 3 will be hereinafter collectively referred to as “Facilities”, our Facility 1, Facility 2 and Agri-cluster will be hereinafter collectively referred to as “Manufacturing Facilities”, and Facility 2 and Agri- cluster will be collectively referred to as “Kutch Facilities” Further, by capitalizing our sourcing strength we ventured into export of staples, groceries, pulses, spices and pulps. We export these products under our brands- Patel Fresh and Indian Chaska and also that of the brand of our customers, from our Manufacturing Facilities. Furthermore, we also undertake domestic and export trading of assorted / mix containers of food and non-food products, such as FMCG goods, household items, kitchen appliances, etc. from reputed third party brands and also are into bulk trading of agri commodities such as, rice, sugar, pulses, edible oil etc. We have exported to over thirty five (35) countries during the disclosed financial period. Our business can be categorized (Retail and Non-Retail) as detailed herein below: For Fiscal 2025, Fiscal 2024 and Fiscal 2023, our total income was ₹82,599.01 Lakhs, ₹81,771.25 Lakhs and ₹1,01,980.36 Lakhs, respectively, and our profit after tax for the year was ₹2,527.82 lakhs, ₹2,253.34 lakhs and ₹1,637.97 Lakhs, respectively. Our EBITDA in Fiscal 2025, Fiscal 2024 and Fiscal 2023 was ₹6,243.27 Lakhs, ₹5,583.94 Lakhs and ₹4,323.96 Lakhs, respectively. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we generated 27 The built-up area of a store as per the lease/leave and license/sale agreement, as the case maybe. 488₹27,350.98 Lakhs, ₹40,651.96 Lakhs and ₹66,962.58 lakhs from gross export sales (processing plus trading sales), representing approximately 33.33%, 49.93% and 65.74%, respectively, of our revenue from operations. Principal Factors Affecting our Results of Operations Our financial performance and results of operations are influenced by a variety of factors, including without limitation, severe weather conditions, global and domestic competition, conditions in the markets of our customers, general economic conditions, change in costs of raw materials and government regulations and policies. Some of the more important factors are discussed below as well as in “Risk Factors” on page 40 of this Prospectus. Availability of Commercial Real Estate Our ability to increase our sales and our profitability is directly affected by the total number of stores we operate. Most of our stores operate from premises which we have acquired on a leave and license/ leasehold basis. Our average leave and license/ lease period is around five (5) years. Our ability to continue to secure densely populated residential neighborhood locations is a key factor in our success. As we expand our store network, we will need to secure more locations that meet our business needs whether on an ownership, long-term leasehold or rental basis, as we determine on a case-by-case basis. We have no control over future increases in real estate prices. If real estate prices increase, we will require greater capital to buy land or incur higher operational costs due to higher leasing or rental costs. If there is limited availability of real estate in the future, competition for such real estate may increase which may result in a further increase in prices. This may lead to delays and cost overruns in opening new stores. Expansion of our Store Network Since establishing our Company in Fiscal 2008, we have expanded our network to a total of forty-three (43) stores as of May 31, 2025. We expanded our store network from thirty-three (33) stores in Fiscal 2024 and forty-two (42) stores in Fiscal 2025. As on May 31, 2025, our stores are located across seventeen (17) cities / suburbans areas, within the Thane and Raigad district of Maharashtra. Recently we have opened new Stores in the central suburban area of the MMR such as Bhiwandi, Padgha, Diva, Vasind, Vangani & Neral.We plan to expand our network in Panvel, Vashi and other areas of Navi Mumbai and gradually in the western suburban area of the MMR such as Mira Road, Bhayander, Virar, Vasai and also in the municipal region of Pune, Maharashtra, following our cluster-focused expansion strategy. We believe that selection of suitable locations for our stores has been critical to our expansion plans. We aim to enter our target markets to take advantage of the opportunities offered by these under-served regions and actively search for suitable locations. We follow a cluster approach and target densely- populated neighbourhoods and residential areas with a majority of lower-middle, middle class and aspiring upper- middle class consumers. Our revenue from retail sales increased at a CAGR of 17.64% between Fiscal 2023 and Fiscal 2025 and continued expansion of our store network has been an important factor in contributing to revenue growth. Furthermore, our revenue growth can vary according to the level of maturity of our stores. The revenue a store generates depends on its stage of operation. Generally, revenue generated by a new store is lower at its initial stage of operations and tends to increase after the first few years of operation as the store gains customer loyalty and market recognition. Following this initial stage, growth in the revenue of a store will also depend on various factors such as the level of customer traffic, quality of store management, extent of redecoration and renovation, and rate of growth in the local economy. Product Assortment We offer an extensive range of products in a number of categories at our stores such as, food, non-food (FMCG), general merchandise and apparel. We strive to provide products at value for money for our customers and to respond to their needs and tastes by optimising the range of products we offer, in order to attract and maintain a large base of customers. We focus on providing our customers with basic, everyday products rather than luxury products or those which require discretionary spending. Our success in part depends upon our continued ability to understand evolving customer trends and accordingly achieving the correct product assortment. We will continue to manage the changing requirements of our customers by changing our product assortment, as necessary. 489Changes in the assortment of products we sell can impact our sales and operating profit and our profit margins also may vary across different product categories and different product sub-categories within each category. Further, the key driver in the growth of our revenue from manufacturing operations has been the volume of products we produce and sell. Increased production and sales volume favourably affect our results of operations as it enables us to benefit from economies of scale in procurement of raw materials and may improve our operating margins through our ability to leverage our fixed cost base. Our Manufacturing Facilities are relatively new and are yet to reach maximum production, we endeavour to increase our sales by adding new products and increasing our market presence. Cost and Availability of Raw Materials Our material costs constitute the largest component of our cost structure. Our material costs comprise cost of materials consumed, purchases of stock-in-trade and changes in inventories. For the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our material costs were ₹66,130.83 Lakhs, ₹65,889.50 Lakhs and ₹86,019.61 Lakhs, or 80.06%, 80.58% and 84.35% of our total income, respectively. We are thus exposed to fluctuations in cost and availability of our raw materials and there may be a time lag before we may effectively pass on all increases in cost of raw materials to our customers. Our ability to pass on the increases in cost of raw materials to our customers is also subject to prevailing market conditions. If we fail to pass on the increases in cost of raw materials, our margins, sales and overall results may be negatively affected. For further details, please see “Risk Factors- Our operations are dependent on the supply of large amounts of raw material such as wheat, spices and peanuts. We do not have long term agreements with suppliers for our raw materials and any increase in the cost of, or a shortfall in the availability of, such raw materials could have an adverse effect on our business and results of operations, and seasonable variations could also result in fluctuations in our results of operations” on page 45 of this Prospectus. Foreign exchange rate risk Our financial statements are prepared in Indian Rupees. However, our sales from exports and a portion of our raw material expenditures are denominated in foreign currencies, mostly the U.S. Dollar. Accordingly, we have currency exposures relating to buying, selling and financing in currencies other than in Indian Rupees, particularly the U.S. Dollar. The following table sets out our revenues denominated in foreign currencies and their percentage in comparison with revenue from operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023: (₹ in Lakhs, except percentage) Revenues Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from Export* 27,350.98 40,651.96 66,962.58 Percentage of Revenue from operations 33.33% 49.93% 65.74% Import of raw materials 912.65 3,757.38 - Percentage of Revenue from operations 1.11% 4.61% - Revenue from Operations 82,069.29 81,418.83 1,01,854.78 *gross of discount, claims and provisions Our revenue and profit are affected by volatility in the currencies in which we earn our revenues. Our results of operations will be impacted by the relative value of the rupee compared to other currencies. Unfavourable fluctuations in foreign currency exchange rates have had an adverse effect and could in the future have a material adverse effect, on our results of operations. To manage our foreign exchange risk, we hedge our foreign exchange exposure. Our Company has hedged its foreign currency risk and the forward contract cover position as on March 31, 2025 is Nil, against total foreign currency receivable of ₹9,928.83 Lakhs (equivalent to US Dollar 113.95 Lakhs, AUD 2.78 Lakhs, CAD 0.39 Lakhs, GBP 0.06 Lakhs). For the Fiscal 2025 and Fiscal 2024, we have recorded foreign exchange fluctuation gain of ₹402.60 Lakhs and ₹257.23 Lakhs, respectively, while we have recorded foreign currency loss of ₹328.62 Lakhs for Fiscal 2023. There can be no assurance that we will continue to record gains from foreign exchange fluctuations or any hedging measures we take will enable us to avoid the effect of any adverse fluctuations in the value of the Indian Rupee against the U.S. Dollar or other foreign currencies. 490Reliance on major customers Our customer base under our processing division and our trading activities currently comprises a host of international and domestic customers. However, our top five (5) customers represent a significant portion of our revenue. Of our revenue from operations in the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our largest customer contributed approximately 3.52%, 5.66% and 6.02% of our revenue from operations, respectively; our top 5 customers contributed to approximately 10.30%, 16.01% and 21.59% of our revenue from operations, respectively; and our top 10 customers contributed 15.67%, 24.07% and 32.21% of our revenue from operations, respectively. We expect that we will continue to be reliant on our major customers for the foreseeable future. We have long-term relationships and ongoing active engagements with many of our customers. For instance, our top 5 customers from Non-Retail business, as on March 31, 2025 are associated with us for over two (2) years. Accordingly, any decrease in orders from any of these select customers and/or failure to retain such customers on terms that are commercially viable could adversely affect our business, financial condition and results of operations. In addition, any defaults or delays in payments by a major customer or a significant portion of our customers may have an adverse effect on business, financial condition and results of operations. We do not have any supply contracts with our customers. Competition and Pricing Pressure We are facing increasing competition from a number of domestic and international market players in each of the businesses we operate. Some of our competitors may be larger than us, may have more financial and other resources and have products with greater brand recognition than ours. Our competitors in certain regions may also have better access to raw materials required in our operations and may procure them at lower costs than us. Some of our international competitors may be able to capitalize on their overseas experience to compete in the Indian market and also in the markets we operate. They may also significantly increase their advertising expenses to promote their brands and products, which may require us to similarly increase our advertising and marketing expenses. The success of our business is dependent on our ability to competitively price our products, and to also compete against lower-priced products from our competitors based on the higher quality of our products. Our pricing policy is based on several factors including the cost of operations and raw material, customer demands, our competitive position and the pricing of certain products in the markets. We seek to offset the effect of this pricing pressure by increasing the efficiency of our manufacturing operations at our facilities. Distribution Network Our processing business is relatively new and our growth in this business will be largely driven by the distribution network that we would create for distribution of our products in India. We have built a network of wholesalers and retail touch points to whom we sell through our wholesalers and also directly through our sales and marketing team. Further, we also undertake domestic trading through our network of wholesalers and retailers. We sell our products across nine (9) states with the majority of our sales coming from the state of Gujarat and Maharashtra. Our network of wholesalers and retailers with whom we have had business during the respective year is as detailed herein below: Particulars* Fiscal 2025 Fiscal 2024 Fiscal 2023 Wholesalers 234 238 199 - Gujarat 143 154 109 - Maharashtra 53 61 67 - Others 38 23 23 Retailers 72 202 329 - Gujarat 65 198 327 - Maharashtra 6 3 2 - Others 1 1 - * The number of wholesalers and retailers represent those parties with whom we had business transactions during the period. As of May 31, 2025, we have a two (2) member sales team to cater to our existing and potential customer. We constantly seek to grow our product reach to under-penetrated geographies, increase the penetration of our products in markets in which we are currently present and widen the portfolio of our products available in those markets by growing our distribution network. We may, however, not be successful in appointing new distributors 491/ wholesalers to expand our network or effectively manage our existing distribution network. Further, we may also face disruptions in the delivery of our products for reasons beyond our control, including poor handling of our products by third parties, transportation bottlenecks, natural disasters and labour issues, which could lead to delayed or lost deliveries. Government Regulations and Policies Government regulations and policies in India and in countries to which we export can affect the demand for our products. These regulations and policies are extensive and cover a broad range of industries, some of which are politically sensitive. These regulations and policies and the tax regimes to which we are subject to could change at any time, with little or no warning or time for us to prepare. For further details, please see “Risk Factors – Our business is operating under various laws which require us to obtain approvals from the concerned statutory/ regulatory authorities in the ordinary course of business. Some of our approvals are required to be transferred in the name of Patel Retail Limited from Patel Retail Private Limited, pursuant to change of name of our Company. Our inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business operations in a timely manner could materially and adversely affect our business, prospects, results of operations and financial condition” on page 44 of this Prospectus and Any inability to comply with food safety laws, environmental laws and other applicable regulations in relation to our manufacturing facilities and stores may adversely affect our business, financial condition and results of operations” on page 78 of this Prospectus. We are currently entitled to certain export benefits received from the Government of India under export promotion schemes like the Duty Drawback Scheme (“DDS”) and the Remission of Duties or Taxes on Export Products (“RODTEP”). The DDS and the RODTEP, enable us to claim rebate of all hidden central, state and local duties /taxes/levies on the goods exported which have not been refunded under any other existing scheme. Changes in regulations or withdrawal of such incentives and schemes could impact our revenues. We are also subject to the regulatory framework of the various international markets where we export our products. The markets where we export our products to, may become inaccessible or less accessible as a result of trade embargoes, import restrictions, quotas, anti-dumping duties, tariffs or other forms of trade barriers introduced by countries where we export our products. Further, export and import of agricultural products is closely monitored and regulated by Ministry of Commerce, GoI such as ban on export or import of agricultural products, imports quota on warehousing, etc. considering factors such as domestic crops, demand and supply gap, etc. For instance, the Ministry of Commerce, GoI has restricted export of sugar and wheat flour. Additionally, import of wheat is subject to condition that wheat flour is exported. These conditions / restrictions are imposed periodically and from time to time by the Government. Please see “Risk Factors- Failure to comply with export obligation may expose us to significant import duties and other penalties” on page 95 of this Prospectus. Transition from Indian GAAP to Ind AS The Ministry of Corporate Affairs, Government of India, has through a notification dated February 16, 2015, set out the Ind AS and the timelines for their implementation and applicability. As per the requirement of the SEBI, our Company is required to adopt and prepare its financial statements in accordance with Ind AS for periods beginning on or after April 1, 2020. Given that Ind AS differs in certain material aspects from Indian GAAP under which our financial statements are currently prepared, our financial statements for the periods commencing on or after April 1, 2020 may not be fully comparable to our statutory historical financial statements. We have quantified the impact of IND-AS on the financial data included in this Prospectus and have provided a reconciliation of the financial statements to those under Ind AS. (Refer note no. 48 of the restated financial statements. Significant Accounting Policies The notes to the Restated Summary Statements included in this Prospectus contain a summary of our significant accounting policies. Set forth below is a summary of our most significant accounting policies adopted in preparation of the Restated Summary Statements. (a) Basis of preparation (i) Statement of compliance: 492"The Restated Balance Sheets of the company as at 31 March 2025, 31 March 2024 and 31 March 2023; the related Restated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Statement of Changes in Equity, and the Restated Statement of Cash Flows for the year ended 31 March 2025, year ended 31 March 2024 and 31 March 2023 and the Significant accounting policies have been extracted by the management from the audited financial statements for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, approved by the respective Board of Directors of the companies. The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act and other accounting principles generally accepted in India. The Restated Financial Statements were approved by the Board of Directors of our Company on June 16, 2025. These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest Lakhs, unless otherwise indicated. (ii) Basis of measurement: "The Restated Financial Statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the Restated Financial Statements except where a newly issued accounting standard is initially adopted or revision to an existing accounting standard where a change in accounting policy hitherto in use. The Restated Financial Statements have been prepared under the historical cost convention except for certain financial instruments measured at fair value as explained in the accounting policies. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services at the time of their acquisition." (b) Current vs non-current classification: "The Company presents assets and liabilities in the balance sheet based on current / non-current classification. An asset is treated as current when it is: • Expected to be realised or intended to be sold or consumed in normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. All other assets are classified as non-current. A liability is current when: • It is expected to be settled in normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle." (c) Use of estimates and judgements: "The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively." 493(d) 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. (I) Financial Asset (i) Classification The Company classifies its financial assets in the following measurement categories: (a) Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and (b) Those measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. (a) For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. (b) For investments in debt instruments, this will depend on the business model in which the investment is held. (c) For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not measured at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (a) Debt instruments Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other income or other expenses (as applicable). Interest income from these financial assets is included in other income using the effective interest rate method. Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the statement of profit and loss within other income or other expenses (as applicable) in the period in which it arises. Interest income from these financial assets is included in other income or other expenses, as applicable. 494(b) Equity instruments The Company subsequently measures all equity investments at fair value. Where the Company’s management has selected to present fair value gains and losses on equity investments in other comprehensive income and there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses, as applicable in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (iii) Impairment of financial assets "The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime credit losses (ECL) to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed." For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used. (iv) Derecognition of financial assets (a) The Company has transferred the rights to receive cash flows from the financial asset or (b) Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset. (II) Financial Liabilities (i) Measurement Financial liabilities are initially recognised at fair value, reduced by transaction costs (in case of financial liability not at fair value through profit or loss), that are directly attributable to the issue of financial liability. After initial recognition, financial liabilities are measured at amortised cost using effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash outflow (including all fees paid, transaction cost, and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. At the time of initial recognition, there is no financial liability irrevocably designated as measured at fair value through profit or loss. (ii) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially 495different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. (e) Inventories Valuation (i) Raw materials, components, stores & spares, packing material, semi-finished goods & finished goods are valued at lower of cost and net realisable value (ii) Cost of Raw Materials, components, stores & spares and packing material is arrived at Weighted Average Cost and Cost of semi-finished good and finished good comprises, raw materials, direct labour, other direct costs and related production overheads is arrived through Weighted Average Cost. (iii) Scrap is valued at net realisable value. (iv) Due allowances are made in respect of slow moving, non-moving and obsolete inventories based on estimate made by the Management. (f) Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive of excise duty and net of returns, trade discount taxes and amounts collected on behalf of third parties. Discount is recognised on cash basis in accordance with the contractual term of the agreement with the customers. The Company recognises revenue as under: "(i) The Company recognizes revenue from sale of goods when:" "(a) The significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, which coincides with the delivery of goods." (b) The Company retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold. (c) The amount of revenue can be reliably measured. (d) It is probable that future economic benefits associated with the transaction will flow to the Company. (e) The cost incurred or to be incurred in respect of the transaction can be measured reliably. (f) The company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Interest on deployment of funds is recognised on accrual basis. Dividend income is recognised when right to receive dividend is established. Profit on sale of investments is recognised on sale of investments. (g) Property, plant and equipment (i) Recognition and measurement On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as at 1 April 2020 measured as per the previous GAAP and used those carrying value as the deemed cost of the property, plant and equipment. Freehold land is carried at historical cost. All other items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. The cost of an item of property, plant and equipment comprises: “a) its purchase price, including import duties and non-refundable taxes (net of GST), after deducting trade discounts and rebates. b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. c) borrowing costs for long-term construction projects if the recognition criteria are met. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.” Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital advances under other non-current assets and the cost of assets not ready to use before such date are disclosed under ‘Capital work-in-progress’. 496(ii) Subsequent expenditure Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in the Statement of Profit and Loss when incurred. (iii) Depreciation Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values, if any, over their estimated useful lives using the Reduced Balance method in the manner and at the rates prescribed by Part ‘C’ of Schedule II of the Act, except as stated below. Depreciation on additions/(disposals) is provided on a pro-rata basis i.e. from/ (upto) the date on which asset is ready for use / disposed off. The estimated useful lives of assets are as taken as per Companies Act, 2013 (h)Intangible assets On transition to Ind AS, The Company has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2020 measured as per the previous GAAP and used those carrying value as the deemed cost of the intangible assets. (i) An intangible asset shall be recognised if, and only if: (a) it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and (b) the cost of the asset can be measured reliably. (iii) Computer software is capitalised where it is expected to provide future enduring economic benefits. Capitalisation costs include licence fees and costs of implementation / system integration services. The costs are capitalised in the year in which the relevant software is implemented for use. The same is amortised over a period of 5 years on straight-line method. (i) Leases "Company as lessee: Lease under which the Company assumes substantially all the risks and rewards of ownership are classified as Finance Leases. The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as operating lease. Operating lease payments are recognised as expenses in the Statement of Profit and Loss." (j) Employee Benefit (i) Defined Contribution Plan Contribution to defined contribution plans are recognised as expense in the Statement of Profit and Loss, as they are incurred. (ii) Defined Benefit Plan Company's liabilities towards gratuity and leave encashment are determined using the projected unit credit method as at Balance Sheet date. Actuarial gains / losses are recognised immediately in the Statement of Profit and Loss. (k) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR), which is Company’s functional and presentation currency. (ii) Transactions and balances 497Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. All the foreign exchange gains and losses are presented in the statement of Profit and Loss on a net basis within other expenses or other income as applicable. (l) Borrowing cost Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred. (i) Commencement of capitalisation "Capitalisation of borrowing cost as part of the cost of a qualifying asset shall begin on the commencement date. The commencement date for capitalisation is the date when the entity first meets all of the following conditions: a. it incurs expenditures for the asset; b. it incurs borrowing costs; and c. it undertakes activities that are necessary to prepare the asset for its intended use or sale." (ii) Cessation of capitalisation "Cessation of capitalisation shall happen when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. Other borrowing costs are recognised as an expense in the period in which they are incurred." Earnings per share (i) Basic earnings per share Basic earnings per share is calculated by dividing: - the profit attributable to owners of the Company; and - by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year. ii) Diluted earnings per share Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account: - the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and - the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares. (n) Impairment of Assets Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are Companied at the lowest levels for which there are separately identifiable cash inflows which are largely 498independent of the cash inflows from other assets or Companys of assets (cash-generating units). Non- financial assets that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. (o) Provisions, contingent liabilities and contingent assets (i) Provisions: " Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss." (ii) Contingent liabilities: A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements. (iii) Contingent Assets: Contingent Assets are disclosed, where an inflow of economic benefits is probable. (p) Investments On transition to Ind AS, equity investments are measured at fair value, with value changes recognised in Other Comprehensive Income, except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and Loss. (q) Trade receivables Trade receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. (r) Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are recognised, initially at fair value, and subsequently measured at amortised cost using effective interest rate method. (f) Operating Cycle Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current. (t) Rounding of amounts All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rupees Lakhs (upto two decimals), unless otherwise stated as per the requirement of Schedule III (Division II). (u) "Government Grants, subsidies and export incentives" Government grants and subsidies are accounted when there is reasonable assurance that the Company will comply with the conditions attached to them and it is reasonably certain that the ultimate collection will be made. Capital grants relating to specific fixed assets are reduced from the gross value of the respective fixed assets. Revenue grants are recognised in the Statement of Profit and Loss. Export benefits available under 499prevalent schemes are accrued in the year in which the goods are exported and there is no uncertainty in receiving the same. (v) Segment reporting Operating segment are reported in a manner consistent with the internal reporting provided to the Chief operating decision maker (CODM). Identification of segments: In accordance with Ind As 108 "operating segment", the operating segment used to present segment information reviewed by CODM to allocate resources to the segments and assess their performance. An operating segment is a component of the group that engages in the business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of the group's other components. (w) Dividend The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the distribution is authorised and the distribution is no longer at the discretion of the Company on or before the end of the reporting period. As per Corporate laws in India, a distribution in the nature of final dividend is authorized when it is approved by the shareholders. A corresponding amount is recognized directly in equity. (x) Income tax Tax expense comprise of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. At each balance sheet date unrecognized deferred tax assets are re-assessed. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized. (y) Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturities of three months or less from date of purchase to be cash equivalents. (z) Cash Flow Statement Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. (aa) Interest income Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. 500(₹ in Lakhs, except for ratios and percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Income 82,599.01 81,771.25 1,01,980.36 Revenue from Operations 82,069.29 81,418.83 1,01,854.78 EBITDA(1) 6,243.27 5,583.94 4,323.96 EBITDA Margin(2) 7.61% 6.86% 4.25% PAT Margin(3) 3.08% 2.77% 1.61% Net Worth(4) 13,290.01 9,297.52 6,923.12 ROE(5) 19.02% 24.24% 23.66% Capital Employed(6) 31,465.58 27,989.71 25,385.68 ROCE(7) 14.43% 15.10% 12.66% Debt(8) 18,053.70 18,575.03 18,281.39 Net Debt(9) 17,015.88 18,402.49 18,054.07 Debt-Equity Ratio(10) 1.34 1.97 2.54 Net Debt-EBITDA Ratio(11) 2.73 3.30 4.18 Net Tangible Assets(12) 13,085.89 9,098.69 6,752.58 Monetary Assets(13) 282.20 293.26 264.62 % of Monetary Assets to Net Tangible 2.13% 3.22% 3.92% Assets(14) Adjusted Net Asset Value per Equity Share(15) 53.41 38.13 28.39 (1) EBITDA is calculated as the sum of (i) profit before tax and prior period items for the period/year, (ii) depreciation and amortization expenses, and (iii) finance costs. (2) EBITDA Margin is calculated as EBITDA divided by revenue from operations. (3) PAT Margin is calculated as profit for the period/year divided by revenue from operations. (4) Net worth attributable to the Equity Shareholders of our Company has been defined as the aggregate value of the paid-up equity 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, if any the aggregate value of the accumulated losses, prepaid expenses, deferred expenditure and miscellaneous expenditure not written off as per the Restated Financial Statement, but does not include reserves created out of revaluation of assets and write-back of depreciation, if any as on March 31, 2023, March 31, 2024 and March 31, 2025 in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. It also excludes OCI, NCI and deeply subordinate debt, as applicable. (5) Return on Equity (%) refers to restated profit after tax divided by Net worth attributable to the Equity Shareholders of our Company for the year/period. Restated profit after tax means restated profit / (loss) for the period/year as appearing in the Restated Financial Information. (6) Capital Employed is calculated as total equity plus total borrowings plus total lease liabilities and deferred tax liabilities(net) minus deferred tax assets (net). (7) Return on Capital Employed is calculated as adjusted EBITDA less depreciation and amortisation divided by Capital Employed. Adjusted EBITDA is calculated as EBITDA less other income. (8) Debt is calculated as the sum of current borrowings and non-current borrowings. (9) Net Debt is calculated as Debt plus lease liabilities less cash & cash equivalents. (10) Debt-Equity Ratio is calculated as Debt divided by Net worth attributable to the Equity Shareholders of our Company. (11) Net Debt-EBITDA Ratio is calculated as Net Debt divided by EBITDA. (12) Net Tangible Assets is calculated as the sum of all the net assets of our Company excluding, right of use assets, other intangible assets, deferred tax liabilities and prepaid expenses (13) Monetary Assets is calculated as cash and cash equivalents and bank balances less fixed deposits held as margin money. (14) % of Monetary Assets to Net Tangible Assets is calculated as Monetary Assets divided by Net Tangible Assets, expressed as a percentage. (15) Net Asset Value per Equity Share is calculated as Net worth attributable to the Equity Shareholders of our Company as at the end of Fiscal divided by the number of Equity Shares used in calculating basic earnings per share. EBITDA, EBITDA Margin, PAT Margin and ROE The following table sets forth our EBITDA, EBITDA Margin, PAT Margin and ROE, including a reconciliation of (i) EBITDA and EBITDA Margin to our restated profits/losses before tax and prior period items, and (ii) PAT Margin and ROE to our restated profits/losses, in each of the Fiscal 2023, Fiscal 2024 and Fiscal 2025. (₹ in Lakhs, except percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from Operations (A) 82,069.29 81,418.83 1,01,854.78 Profit before tax and prior period items (B) 3,432.80 3,061.18 2,224.73 501Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Add: Finance costs (C) 1,637.97 1,518.82 1,113.45 Add: Depreciation and amortization expenses (D) 1,172.50 1,003.95 985.78 EBITDA (E=B+C+D) 6,243.27 5,583.94 4,323.96 EBITDA Margin (F=E/A) 7.61% 6.86% 4.25% Profit for the period (G) 2,527.81 2,253.34 1,637.97 Net worth attributable to the Equity Shareholders of our 13,290.01 9,297.52 6,923.12 Company (H) PAT Margin (I=G/A) 3.08% 2.77% 1.61% ROE (J=G/H) 19.02% 24.24% 23.66% Capital Employed and Return on Capital Employed (ROCE) The following table sets forth our Capital Employed and Return on Capital Employed (ROCE), including a reconciliation of ROCE to our restated profits/losses before tax and prior period items in each of the Fiscal 2025, Fiscal 2024 and Fiscal 2023. (₹ in Lakhs, except percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Profit before tax and prior period items (A) 3,432.80 3,061.18 2,224.73 Add: Finance costs (B) 1,637.97 1,518.82 1,113.45 Less: Other income (C) 529.72 352.42 125.58 EBIT (D=A+B-C) 4,541.05 4,227.58 3,212.60 Total equity (E) 13,457.44 9,440.33 7,186.92 Non-current borrowings (F) 2,015.87 2,685.82 3,527.06 Current borrowings (G) 16,037.83 15,889.21 14,754.33 Total Lease Liabilities (H) 200.96 190.16 103.53 Deferred Tax Liabilities (net) (I) - - - Deferred Tax Assets (net) (J) 246.52 215.81 186.16 Capital Employed (K=E+F+G+H+I-J) 31,465.58 27,989.71 25,385.68 ROCE (L=D/K) 14.43% 15.10% 12.66% Debt, Net Debt, Debt-Equity Ratio and Net Debt-EBITDA Ratio The following table sets forth our Debt, Net Debt, Debt-Equity Ratio and Net Debt-EBITDA Ratio as at the Fiscal 2025, Fiscal 2024 and Fiscal 2023. (₹ in Lakhs, except ratios) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Non-current borrowings (A) 2,015.87 2,685.82 3,527.06 Current borrowings (B) 16,037.83 15,889.21 14,754.33 Debt (C=A+B) 18,053.70 18,575.03 18,281.39 Total equity (D) 13,457.44 9,440.33 7,186.92 Debt-Equity Ratio (E=C/D) 1.34 1.97 2.54 Non-current and Current borrowings (F) 18,053.70 18,575.03 18,281.39 Total Lease Liabilities (G) 200.96 190.16 103.53 Total liabilities (H=F+G) 18,254.66 18,765.19 18,384.92 Less: cash and cash equivalents and bank balances (I) 1,238.78 362.70 330.85 Net Debt (J=H-I) 17,015.88 18,402.49 18,054.07 EBITDA (K) 6,243.27 5,583.94 4,323.96 Net Debt-EBITDA Ratio (L=J/K) 2.73 3.30 4.18 Net Tangible Assets, Monetary Assets, % of Monetary Assets to Net Tangible Assets, Net Worth, Return on Net Worth, Pre-Tax Operating Profit and Net Asset Value per Equity Share Our Net Tangible Assets, Monetary Assets, % of Monetary Assets to Net Tangible Assets, Net Worth, Return on Net Worth, Pre-Tax Operating Profit and Net Asset Value per Equity Share, including a reconciliation to our Restated Financial Information for the three Financial Years ended on March 31, 2025, 2024 and 2023 are set forth below: 502(₹ in Lakhs, except as provided) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total assets (A) 38,286.35 33,301.72 30,311.99 Less: Other intangible assets (B) 12.01 13.70 71.10 Less: Right of use of assets (C) 192.10 185.13 99.44 Less: Prepaid expenses (D) 167.43 142.81 263.80 Less: Total liabilities (E) 24,828.92 23,861.39 23,125.07 Net Tangible Assets (F=A-B-C-D-E) 13,085.89 9,098.69 6,752.58 Cash and cash equivalents and bank balances (G) 274.61 293.26 264.62 Add: Other bank balances (H) 71.69 69.44 66.23 Less: Bank deposits with remaining maturity of more than 12 - - - months (I) Less: Fixed deposits held as margin money (J) 64.10 69.44 66.23 Monetary Assets (K=G+H-I-J) 282.20 293.26 264.62 % of Monetary Assets to Net Tangible Assets (L=(K/F)*100)) 2.16% 3.22% 3.92% (in %) Net Worth attributable to Equity Shareholders (M) 13,290.01 9,297.52 6,923.12 Issued subscribed and fully paid-up equity share capital (N) 2,488.25 2,438.25 380.98 General reserve (O) - - - Securities premium reserve (P) 1450.00 - 969.02 Retained earnings and legal reserves (Q) 9,519.19 7,002.08 5,836.92 Less: Pre-paid expenses (R) 167.43 142.81 263.80 Profit for the year/period attributable to Equity Shareholders 2,527.81 2,253.34 1,637.97 of the Company (S) Return on Net Worth attributable to Equity Shareholders 19.02% 24.24% 23.66% of the Company (T=S/M) (in %) Profit before tax and prior period items (U) 3,432.80 3,061.18 2,224.73 Less: Other income (V) 529.72 352.42 125.58 Add: Finance costs (W) 1,637.97 1,518.82 1,113.45 Pre-Tax Operating Profit (X=U-V+W) 4,541.05 4,227.58 3,212.60 Number of equity shares outstanding at the end of the period / 248.83 243.83 38.10 year, before adjustment of bonus issue (Y) (number in Lakhs) Effect of dilutive potential equity shares - - - Number of equity shares outstanding at the end of the period / 248.83 243.83 243.83 year, after adjustment of bonus issue (Z) (number in Lakhs) Adjusted Net Asset Value per Equity Share (basic and diluted) 53.41 38.13 28.39 (AA=M/Z) (in ₹)* Key Components of our Statement of Profit and Loss The following descriptions set forth information with respect to the key components of our profit and loss statements. Revenue Total income consists of revenue from operations and other income. Revenue from operations: Revenue from operations comprises revenue from sale of products, and other operating revenue. Other operating revenue includes, export benefit, display & listing income and miscellaneous operating income. 503Other income: Other income comprises of interest income, rent income, foreign exchange fluctuation gain and other non-operating income. Interest income primarily relates to interest income earned on bank deposits and financial assets (at amortized cost). Other non-operating income primarily relates to, profit on sale of fixed assets, miscellaneous income. Expenses Expenses consist of cost of materials consumed, purchase of stock-in-trade, changes in inventories of finished goods, employee benefits expense, finance costs, depreciation and amortization expense and other expenses. Cost of materials consumed: Cost of materials consumed comprises of purchase of raw materials and changes in opening and closing inventories of raw materials. Purchase of stock-in-trade: Purchase of stock-in-trade comprises of purchases of retail store merchandise and traded goods. Changes in inventories of finished goods and stock in trade: Changes in inventories of finished goods comprise net (increase)/decrease in inventories of finished goods and stock in trade. Employee benefit expenses: Employee benefit expenses comprises salaries, wages and bonus, contribution to provident and other funds, gratuity, staff welfare expenses, employee medical insurance expenses and other employee related expenses. Further, employee benefit expenses also include contract labour expenses. Finance costs: Finance costs comprises interest expenses on term loan, cash credit, packing credit loan, stand by letter of credit (SLC), car loans, other unsecured loans from directors and interest on lease liability. Loan processing fees consist of bank charges, professional fees and others. Depreciation and amortization expenses: Depreciation and amortization expenses comprises depreciation of tangible assets including our plant and machinery, building, furniture and fixture, vehicles, computer, electrical equipment’s, office equipment’s and amortization of intangible assets including computer software and trademark. Other expenses: Other expenses comprise primarily of labour charges, consumption of consumables, stores & spares, power, fuel and water charges, job work charges, laboratory expenses, amongst others. The largest components of expenses under the head selling and administration expenses include export expenses, freight outward, forex fluctuations, legal and professional expenses, advertisement & business promotion, vehicle expenses, corporate social responsibility expenditure and miscellaneous expenses. Other components of other expenses include rent, expenses relating to the repair and maintenance of machinery, building and others, insurance, payments to auditors, loss on sale of fixed assets, donation, loss on forward contracts and other expenses. Tax Expense Tax expense consists of current tax, deferred tax and adjustment of tax relating to earlier periods. Our Results of Operations The following tables set forth our selected financial data from our Restated Financial Statement of profit and loss for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 the components of which are also expressed as a percentage of total income for such years/periods: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Amount Amount % % % (₹ in lakhs) (₹ in lakhs) (₹ in lakhs) Revenue from operations 82,069.29 99.36% 81,418.83 99.57% 1,01,854.78 99.88% Other income 529.72 0.64% 352.42 0.43% 125.58 0.12% Total Income 82,599.01 100.00% 81,771.25 100.00% 1,01,980.36 100.00% Cost of materials consumed 35,243.56 42.67% 38,415.32 46.98% 32,407.46 31.78% Purchases of Stock-In-trade 32,950.20 39.89% 30,418.32 37.20% 55,451.87 54.38% 504Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Amount Amount % % % (₹ in lakhs) (₹ in lakhs) (₹ in lakhs) Changes in inventories of (2,062.92) (2.50%) (2,944.14) (3.60%) (1,839.72) (1.80%) finished goods Employee benefits expense 3,170.96 3.84% 2,717.83 3.32% 2,264.15 2.22% Finance costs 1,637.97 1.98% 1,518.82 1.86% 1,113.45 1.09% Depreciation and 1,172.50 1.42% 1,003.95 1.23% 985.78 0.97% amortization expenses Other expenses 7,053.94 8.54% 7,579.97 9.27% 9,372.63 9.19% Total expenses 79,166.21 95.84% 78,710.07 96.26% 99,755.63 97.82% Profit before exceptional 3,432.80 4.16% 3,061.18 3.74% 2,224.73 2.18% item and tax Exceptional items - - - Profit Before Tax 3,432.80 4.16% 3,061.18 3.74% 2,224.73 2.18% Current tax 928.70 1.12% 837.57 1.02% 591.18 0.58% Earlier years 3.39 Negligible (0.06) Negligible (1.06) Negligible Deferred tax (27.10) (0.03%) (29.67) (0.04%) (3.37) Negligible Total tax expenses 904.99 1.10% 807.83 0.99% 586.75 0.58% Profit for the year 2,527.81 3.06% 2,253.34 2.76% 1,637.97 1.61% Financial Year 2025 compared to Financial Year 2024 Particulars Fiscal 2025 Fiscal 2024 % Amount Amount Change (₹ in lakhs) (₹ in lakhs) Revenue from operations 82,069.29 81,418.83 0.80% Other income 529.72 352.42 50.31% Total Income 82,599.01 81,771.25 1.01% Cost of materials consumed 35,243.56 38,415.32 (8.26%) Purchases of Stock-In-trade 32,950.20 30,418.32 8.32% Changes in inventories of finished goods (2,062.92) (2,944.14) (29.93%) Employee benefits expense 3,170.96 2,717.83 16.67% Finance costs 1,637.97 1,518.82 7.84% Depreciation and amortization expenses 1,172.50 1,003.95 16.79% Other expenses 7,053.94 7,579.97 (6.94%) Total expenses 79,166.21 78,710.07 0.58% Profit before exceptional item and tax 3,432.80 3,061.18 12.14% Exceptional items - - - Profit Before Tax 3,432.80 3,061.18 12.14% Current tax 928.70 837.57 10.88% Earlier years 3.39 (0.06) (5750.00%) Deferred tax (27.10) (29.67) (8.66%) Total tax expenses 904.99 807.83 12.03% Profit for the year 2,527.81 2,253.34 12.18% Total Income: Total income increased by 1.01% to ₹82,599.01 Lakhs for the Fiscal 2025 from ₹81,771.25 Lakhs for the Fiscal 2024 due to marginal increase in revenue from operations. However, other income has increased significantly by 50.31% during Fiscal 2025 as compared to in Fiscal 2024. 505Revenue from operations: Revenue from operations increased marginally by 0.80% to ₹82,069.29 Lakhs for the Fiscal 2025 from ₹81,418.83 Lakhs for the Fiscal 2024, primarily due to increase in Retail sale from ₹28,972.19 Lakhs in the Fiscal 2024 to ₹36,886.98 Lakhs in the Fiscal 2025 representing an increase of 27.32%. The increase in retail sales is attributable to increase in sale volumes from existing stores and also contribution to revenue from the newly opened 9 (nine) stores. The number of stores increased from thirty-three (33) stores in Fiscal 2024 to forty-two (42) stores in Fiscal 2025. However, the increase in Retail sale was off-set by decrease in Trading sales from ₹14116.18 Lakhs in Fiscal 2024 to ₹8317.62 lakhs in Fiscal 2025 representing a decrease of 41.08%, mainly due to reduction in export sales. The decrease in export sale is on account of restriction levied by the Government of India on the export of Sugar, the export sale of sugar decreased from ₹6,398.39 Lakhs in the Fiscal 2024 to NIL in the Fiscal 2025 representing a decrease of 100%. Further, the revenue from processing sales reduced from ₹37256.33 Lakhs in Fiscal 2024 to ₹36117.33 Lakhs in Fiscal 2025 representing a decrease of 3.06%, mainly on account of limited availability of raw materials in the surrounding markets. The increase in revenue from sale of products was partially offset by decrease in other operating revenue from ₹1,074.13 Lakhs in Fiscal 2024 to ₹747.36 Lakhs in Fiscal 2025 representing a change of 30.42%. The decrease in other operating revenue is attributable to mainly due to decrease in export benefits from ₹770.36 Lakhs in Fiscal 2024 to ₹381.39 Lakhs in Fiscal 2025. The decrease in export benefit is attributable to decrease in export sales by 32.72%. The decrease in export benefit was partially off-set by increase in display income ₹227.99 Lakhs in the Fiscal 2024 to ₹287.38 Lakhs in the Fiscal 2025 and increase in miscellaneous operating income (majorly includes scrap sales, insurance claim received) from ₹75.78 Lakhs in Fiscal 2024 to ₹78.59 Lakhs in Fiscal 2025. Other Income: Other income increased by 50.31% from ₹352.42 Lakhs in Fiscal 2024 to ₹529.72 Lakhs in Fiscal 2025 primarily due to increase in exchange gain of ₹145.37 Lakhs in Fiscal 2025 as compared to Fiscal 2024 and reversal of expected credit loss of ₹30.00 Lakhs in Fiscal 2025 which was Nil in Fiscal 2024. The increase was partially off-set by decrease in interest income from ₹76.91 Lakhs in Fiscal 2024 to ₹51.63 Lakhs in Fiscal 2025. Total expenses: Total expenses increased marginally by 0.58% to ₹79,166.21 Lakhs for the Fiscal 2025 from ₹78,710.07 Lakhs in the Fiscal 2024 primarily due to increase in employee benefit expenses, finance cost and depreciation and amortisation expense. Cost of Materials Consumed: Cost of materials consumed decreased by 8.26% to ₹35,243.56 Lakhs in Fiscal 2025 from ₹38,415.32 Lakhs in Fiscal 2024, primarily due to decrease in processing sales. Cost of materials consumed comprises of purchase of raw materials and changes in opening and closing inventories of raw materials. Purchases of Stock-In-Trade: Purchases of stock-in-trade increased by 8.32% to ₹32,950.20 Lakhs in Fiscal 2025 from ₹30,418.32 Lakhs in Fiscal 2024, primarily due to increase in retail sales in the Fiscal 2025. Change in inventories of finished goods: Changes in inventories of finished goods decreased to ₹2,062.92 Lakhs during Fiscal 2025 as compared to ₹2,944.14 Lakhs in Fiscal 2024. In relation to inventories of finished goods, we had an opening stock of ₹10,136.00 Lakhs and a closing stock of ₹12,198.92 Lakhs for the Fiscal 2025, and an opening stock of ₹7,191.86 Lakhs and a closing stock of ₹10,136.00 Lakhs for the Fiscal 2024. The higher closing inventories for Fiscal 2025 can be attributed to increase in number of retail stores from thirty-three (33) in the Fiscal 2024 to fourty-two (42) in the Fiscal 2025. The closing inventory of finished goods for Fiscal 2025 is fifty-four (54) days of revenue from operations. Employee Benefits Expense: Our employee benefits expense increased by 16.67% from ₹2,717.83 Lakhs in Fiscal 2024 to ₹3,170.95 Lakhs in Fiscal 2025, due to an increase in basic salary, wages and allowances to ₹2,973.48 Lakhs in the Fiscal 2025 from ₹2,565.57 Lakhs for the Fiscal 2024. The increase was attributable to increase in the number of overall employee counts during the Fiscal 2025 and the increase in basic salary, wages and allowances is also attributable to annual increments in employee salaries, wages and bonus paid during the Fiscal 2025 including, the increase in salary payable to our Directors, KMPs and SMPs. Increase in employee benefit expenses is also attributable to increase in staff welfare expenses from ₹108.45 Lakhs in Fiscal 2024 to ₹138.00 Lakhs in Fiscal 2025 and increase in contribution towards provident fund and other funds from ₹43.81 Lakhs in Fiscal 2024 to ₹59.48 Lakhs in Fiscal 2025. Finance Costs: Our finance costs increased by 7.84% from ₹1,518.82 Lakhs in Fiscal 2024 to ₹1,637.97 Lakhs in Fiscal 2025, primarily due to an increase in interest on loan from bank by ₹96.52 Lakhs which is attributable to an increase in working capital loan from bank from ₹15,430.76 Lakhs in Fiscal 2024 to ₹15,573.82 Lakhs in Fiscal 2025. Further, interest on loan from directors decreased from ₹145.11 Lakhs in Fiscal 2024 to ₹142.78 Lakhs in Fiscal 2025 due to a decrease in loan from directors by ₹351.73 Lakhs in Fiscal 2025. 506Depreciation and Amortization Expense: Our depreciation and amortization expense increased by 16.79% from ₹1003.95 Lakhs in Fiscal 2024 to ₹1,172.50 Lakhs in Fiscal 2025, primarily due to additions of depreciable fixed assets of ₹1,085.14 Lakhs. Other expenses: Other expenses decreased by 6.94% from ₹7,579.97 Lakhs in Fiscal 2024 to ₹7.053.94 Lakhs in Fiscal 2025. The decrease in other expenses was primarily due to (i) clearing & Forwarding charges to ₹1,424.18 Lakhs for the Fiscal 2025 from ₹2,044.46 Lakhs for the Fiscal 2024, which was mainly attributable to decrease in export sales of sugar; (ii) commission & brokerage expenses to ₹91.64 Lakhs in Fiscal 2025 from ₹214.18 Lakhs for the Fiscal 2024, which was mainly attributable to decrease in export sales; (iii) Repair & maintainance expense to ₹262.56 Lakhs in Fiscal 205 from ₹275.06 Lakhs for the Fiscal 2024; Profit before exceptional items and tax increased by 12.14% to ₹3,432.80 Lakhs in Fiscal 2025 from ₹3,061.18 Lakhs in Fiscal 2025 as total expense to total income reduced to 95.84% in Fiscal 2025 as against 96.26% during Fiscal 2024. Profit before tax: As a result of the foregoing, we recorded an increase of 12.14% in our profit before tax, which amounted to ₹3,432.80 Lakhs in Fiscal 2025 as compared to ₹3,061.18 Lakhs in Fiscal 2024. Tax expenses: Our tax expenses (current, earlier year and deferred) increased by 12.03% from ₹807.83 Lakhs in Fiscal 2024 to ₹904.99 Lakhs in Fiscal 2025. Our effective tax rate in Fiscal 2025 and Fiscal 2024 was 26.36% and 26.39%, respectively. Restated Profit for the period: As a result of the foregoing, we recorded an increase of 12.18% in our profit for the Fiscal 2025 i.e. from ₹2,253.34 Lakhs in Fiscal 2024 to ₹2,527.81 Lakhs in Fiscal 2025. Financial Year 2024 compared to Financial Year 2023 (₹ in Lakhs) Particulars Fiscal 2024 Fiscal 2023 Amount Amount Change (%) (₹ in lakhs) (₹ in lakhs) Revenue from operations 81,418.83 1,01,854.78 (20.06%) Other income 352.42 125.58 180.64% Total Income 81,771.25 1,01,980.36 (19.82%) Cost of materials consumed 38,415.32 32,407.46 18.54% Purchases of Stock-In-trade 30,418.32 55,451.87 (45.14%) (2,944.14) 60.03% Changes in inventories of finished goods (1,839.72) Employee benefits expense 2,717.83 2,264.15 20.04% Finance costs 1,518.82 1,113.45 36.41% Depreciation and amortization expenses 1,003.95 985.78 1.84% Other expenses 7,579.97 9,372.63 (19.13%) Total expenses 78,710.07 99,755.63 (21.10%) Profit before exceptional item and tax 3,061.18 2,224.73 37.60% Exceptional items - - - Profit Before Tax 3,061.18 2,224.73 37.60% Current tax 837.57 591.18 41.68% Earlier year (0.06) (1.06) (93.90%) Deferred tax (29.67) (3.37) 780.45% 507Particulars Fiscal 2024 Fiscal 2023 Amount Amount Change (%) (₹ in lakhs) (₹ in lakhs) Total tax expenses 807.83 586.75 37.68% Profit for the year 2,253.34 1,637.97 37.57% Total Income: Total income decreased by 19.82% to ₹81,771.25 Lakhs for the Fiscal 2024 from ₹1,01,980.36 Lakhs for the Fiscal 2023 due to decrease in revenue from operations. However, other income has increased by 180.64% during Fiscal 2024 as compared to in Fiscal 2023. Revenue from operations: Revenue from operations decreased by 20.06% to ₹81,418.83 Lakhs for the Fiscal 2024 from ₹1,01,854.78 Lakhs for the Fiscal 2023, primarily due to a decrease in Export Trading sale from ₹41,967.28 Lakhs for the Fiscal 2023, to ₹12,444.30 Lakhs for the Fiscal 2024 representing a decrease of 70.35% which partly got offset by increase in Retail sale from ₹26,655.66 Lakhs in the Fiscal 2023 to ₹28,972.19 Lakhs in the Fiscal 2024 representing an increase of 8.69% and increase in processed sale from ₹31,042.15 Lakhs in the Fiscal 2023 to ₹37,256.33 in the Fiscal 2024 representing an increase of 20.02%. The decrease in export sale is on account of restriction levied by the Government of India on the export of Sugar, the export sale of sugar decreased from ₹30,981.74 Lakhs in the Fiscal 2023 to ₹6,398.39 Lakhs in the Fiscal 2024 representing a decrease of 79.35%. Further, retail sales increased from ₹26,655.66 Lakhs for the Fiscal 2023 to ₹28,972.19 Lakhs for the Fiscal 2024, representing an increase of 8.69%. The increase in retail sales is attributable to increase in sale volumes from existing stores and also contribution to revenue from the newly opened 3 (three) stores. The number of stores increased from thirty (30) stores in Fiscal 2023 to thirty-three (33) stores in Fiscal 2024. Furthermore, increase in processed sale is attributable to increase in sale volume at our Unit 1, Unit 2, Unit 3 of Agri-cluster which constituted an amount of ₹12,870.87 Lakhs for Fiscal 2024 as against an amount of ₹4,895.88 Lakhs for Fiscal 2023. The decrease in revenue from sale of products was partially offset by increase in other operating revenue from ₹1,035.99 Lakhs in Fiscal 2023 to ₹1,074.13 Lakhs in Fiscal 2024 representing a change of 3.68%. The increase in other operating revenue is attributable to increase in display income ₹94.20 Lakhs in the Fiscal 2023 to ₹227.99 Lakhs in the Fiscal 2024, increase in miscellaneous operating income (majorly includes scrap sales, insurance claim received) from ₹32.97 Lakhs in Fiscal 2023 to ₹75.78 Lakhs in Fiscal 2024 and reduction in export benefits income from ₹908.81 Lakhs in Fiscal 2023 to ₹ 770.36 Lakhs in Fiscal 2024. Other Income: Other income increased by 180.64% from ₹125.58 Lakhs in Fiscal 2023 to ₹352.42 Lakhs in Fiscal 2024 primarily due to exchange Gain of ₹257.23 in Fiscal 2024 as against exchange loss of ₹328.62 Lakhs in Fiscal 2023 and increase in interest income from ₹28.60 Lakhs in Fiscal 2023 to ₹76.91 Lakhs in Fiscal 2024. Total expenses: Total expenses decreased by 21.10% to ₹78,710.07 Lakhs for the Fiscal 2024 from ₹99,755.63 Lakhs in the Fiscal 2023 primarily due to decrease in purchase of stock-in trade and other expenses. Cost of Materials Consumed: Cost of materials consumed increased by 18.54% to ₹38,415.32 Lakhs in Fiscal 2024 from ₹32,407.46 Lakhs in Fiscal 2023, primarily due to higher volumes of products manufactured corresponding to higher sales and also on account of marginal increase in commodity prices. Cost of materials consumed comprises of purchase of raw materials and changes in opening and closing inventories of raw materials Purchases of Stock-In-Trade: Purchases of stock-in-trade decreased by 45.14% to ₹30,418.32 Lakhs in Fiscal 2024 from ₹55,451.87 Lakhs in Fiscal 2023, primarily due to lower volumes of trading sales during the period under consideration. The decrease is primarily attributable to lower volume of bulk sugar trade, i.e. purchase of 13,162 MT. sugar representing an amount of ₹5,067.26 Lakhs during Fiscal 2024 as against purchase of 76,543.30 MT. representing an amount of ₹27,180.18 Lakhs during Fiscal 2023. Change in inventories of finished goods: Changes in inventories of finished goods increased to ₹2,944.14 Lakhs during Fiscal 2024 as compared to increase by ₹1,839.72 Lakhs in Fiscal 2023. In relation to inventories of finished goods, we had an opening stock of ₹7,191.86 Lakhs and a closing stock of ₹10,136.00 Lakhs for the Fiscal 2024, and an opening stock of ₹5,352.15 Lakhs and a closing stock of ₹7,191.86 Lakhs for the Fiscal 2023. The higher closing inventories for Fiscal 2024 can be attributed to higher production during the period mainly due to increase in capacity utilization of the Agri-cluster. The closing inventory for Fiscal 2024 is fifty-seven (57) days of revenue from operations. 508Employee Benefits Expense: Our employee benefits expense increased by 20.04% from ₹2,264.15 Lakhs in Fiscal 2023 to ₹2,717.83 Lakhs in Fiscal 2024, due to an increase in basic salary, wages and allowances to ₹2,565.57 Lakhs in the Fiscal 2024 from ₹2,124.66 Lakhs for the Fiscal 2023. The increase was attributable to increase in the number of overall employee counts during the Fiscal 2024, the increase in basic salary, wages and allowances is mainly attributable to annual increments in employee salaries, wages and bonus paid during the Fiscal 2024 including, the increase in salary payable to our Directors, KMPs and SMPs. Further, increase in salary also contributed towards increase in contribution towards provident fund and other funds from ₹36.69 Lakhs in Fiscal 2023 to ₹43.81 Lakhs in Fiscal 2024 and also increase in staff welfare expenses from ₹102.81 Lakhs in Fiscal 2023 to ₹108.45 Lakhs in Fiscal 2024. Finance Costs: Our finance costs increased by 36.41% from ₹1,113.45 Lakhs in Fiscal 2023 to ₹1,518.82 Lakhs in Fiscal 2024, primarily due to an increase in interest on loan from bank by ₹519.91 Lakhs which is attributable to an increase in working capital loan from bank from ₹14,406.41 Lakhs in Fiscal 2023 to ₹15,430.76 Lakhs in Fiscal 2024. Further, interest on loan from directors decreased from ₹287.44 Lakhs in Fiscal 2023 to ₹145.11 Lakhs in Fiscal 2024 due to an decrease in loan from directors by ₹776.17 Lakhs in Fiscal 2024. Depreciation and Amortization Expense: Our depreciation and amortization expense increased by 1.84% from ₹985.78 Lakhs in Fiscal 2023 to ₹1003.95 Lakhs in Fiscal 2024, primarily due to additions of depreciable fixed assets of ₹1,222.25. Other expenses: Other expenses decreased by 19.13% from ₹9,372.63 Lakhs in Fiscal 2023 to ₹7,579.97 Lakhs in Fiscal 2024, generally in line with the decrease in our revenue from operations. The decrease in other expenses was primarily due to (i) clearing & Forwarding charges to ₹2,044.46 Lakhs for the Fiscal 2024 from ₹4,021.93 Lakhs for the Fiscal 2023, which was mainly attributable to decrease in decrease in export sales of sugar; (ii) Forex exchange fluctuation loss to ₹NIL Lakhs for the Fiscal 2024 from ₹328.62 Lakhs for the Fiscal 2023; (iii) commission & brokerage expenses to ₹214.18 Lakhs for the Fiscal 2024 from ₹386.66 Lakhs for the Fiscal 2023, which was mainly attributable to decrease in export sales; (iv) Advertisement & Sales Promotion Expenses to ₹55.44 Lakhs for the Fiscal 2024 from ₹154.77 Lakhs for the Fiscal 2023 (v) Legal and professional expense to ₹134.29 Lakhs for the Fiscal 2024 from ₹187.06 Lakhs for the Fiscal 2023; (vi) Repair & maintainance expense to ₹275.06 Lakhs for the Fiscal 2024 from ₹323.34 Lakhs for the Fiscal 2023; (vii) Travel & Conveyance expense to ₹216.12 Lakhs for the Fiscal 2024 from ₹247.30 Lakhs for the Fiscal 2023; (viii) APMC Charges to ₹Nil Lakhs for the Fiscal 2024 from ₹23.39 Lakhs for the Fiscal 2023; ; (ix) Bad debts to Nil for the Fiscal 2024 from ₹14.91 Lakhs for the Fiscal 2023; Printing & stationery expense to ₹14.06 Lakhs for the Fiscal 2024 from ₹26.59 Lakhs for the Fiscal 2023. Profit before exceptional items and tax increased by 37.60% to ₹3,061.18 Lakhs in Fiscal 2024 from ₹2,224.73 Lakhs in Fiscal 2023 as total expense to total income reduced to 96.26% in Fiscal 2024 as against 97.82% during Fiscal 2023. Profit before tax: As a result of the foregoing, we recorded an increase of 37.60% in our profit before tax, which amounted to ₹3,061.18 Lakhs in Fiscal 2024 as compared to ₹2,224.73 Lakhs in Fiscal 2023. Tax expenses: Our tax expenses (current, earlier year and deferred) increased by 37.68% from ₹586.75 Lakhs in Fiscal 2023 to ₹807.83 Lakhs in Fiscal 2024. Our effective tax rate in Fiscal 2024 and Fiscal 2023 was 26.39% and 26.37%, respectively. Restated Profit for the period: As a result of the foregoing, we recorded an increase of 37.57% in our profit for the Fiscal 2024 i.e. from ₹1,637.97 Lakhs in Fiscal 2023 to ₹2,253.34 Lakhs in Fiscal 2024. Capital Requirements Our primary sources of liquidity include cash generated from operations and from borrowings, both short-term and long-term, including cash credit, term and working capital facilities and unsecured loan from directors. As of March 31, 2025, we had cash and cash equivalents and other bank balances of ₹1,238.78 Lakhs. Our financing requirements are primarily for working capital and investments in our business such as capital expenditures to upgrade and increase the capacities of our Manufacturing Facilities. We expect that cash flow from operations and borrowings will continue to be our principal sources of funds in the long-term. We evaluate our funding requirements periodically in light of our net cash flow from operating activities, the requirements of our business and operations, acquisition opportunities and market conditions. 509Our net working capital days (which represents working capital divided by revenue from operations for the relevant year multiplied by 365 days) was 97 days, 85 days and 61 days for the Fiscals 2025, 2024 and 2023, respectively. The increase in our net working capital days from Fiscal 2024 toFiscal 2025 was primarily due to increases in our inventories, increase in trade receivables. Cash Flows The following table summarizes our cash flows for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 are as set forth below: (₹ in Lakhs) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Net Cash generated from Operating Activities 2,772.27 2,481.66 (556.18) Net Cash (Used in) Investing Activities (1,056.34) (1,166.57) (488.46) Net Cash from/(Used in) Financing Activities (839.85) (1,283.24) (3.98) Net Increase / (Decrease) in Cash and Cash Equivalents 876.08 31.85 (1048.62) Cash and Cash Equivalents at the beginning of the year 362.70 330.85 1,379.47 Cash and Cash Equivalents at the end of the year 1,238.78 362.70 330.85 Cash flows generated from operating activities We generated ₹2,772.27 Lakhs net cash from operating activities during Fiscal 2025. While our net profit before tax was ₹3,432.80 Lakhs, we had an operating profit before working capital changes of ₹6,039.79 Lakhs, primarily due to adjustments for depreciation and amortization expenses of ₹1,065.72 Lakhs and finance cost of ₹1,637.97 Lakhs, which were partially offset by unwinding of discount on security deposit ₹28.24 Lakhs, dividend and interest income of ₹23.40 Lakhs and unrealised gain / loss by ₹103.19 Lakhs, respectively. Our adjustments for working capital changes for Fiscal 2025 primarily consisted of increase in trade receivables of ₹2,597.99 Lakhs, increase in inventories of ₹1,671.81 Lakhs, increase in trade payable by ₹1,292.02 Lakhs, decrease in other financial assets of ₹243.23 Lakhs, decrease in other non-current assets of ₹156.67 Lakhs, decrease in other current assets of ₹18.25 Lakhs and increase in other current liabilities of ₹35.79 Lakhs. Our cash generated from operating activities was ₹3,577.54 Lakhs, adjusted by tax paid of ₹805.27 Lakhs. We generated ₹2481.66 Lakhs net cash from operating activities during Fiscal 2024. While our net profit before tax was ₹3061.18 Lakhs, we had an operating profit before working capital changes of ₹5406.07 Lakhs, primarily due to adjustments for depreciation and amortization expenses of ₹1003.96 Lakhs and finance cost of ₹1518.82 Lakhs, which were partially offset by unwinding of discount on security deposit ₹23.30 Lakhs, dividend and interest income of ₹54.03 Lakhs and unrealised gain / loss by ₹100.65 Lakhs, respectively. Our adjustments for working capital changes for Fiscal 2024 primarily consisted of decrease in trade receivables of ₹791.48 Lakhs, increase in inventories of ₹5032.52 Lakhs, increase in trade payable by ₹465.82 Lakhs, increase in other financial assets of ₹141.40 Lakhs, decrease in other non-current assets of ₹14.90 Lakhs, decrease in other current assets of ₹2025.72 Lakhs and decrease in other current liabilities of ₹155.89 Lakhs. Our cash generated from operating activities was ₹3272.06 Lakhs, adjusted by tax paid of ₹790.40 Lakhs. We generated ₹(556.18) Lakhs net cash from operating activities during Fiscal 2023. While our net profit before tax was ₹2224.73 Lakhs, we had an operating profit before working capital changes of ₹4215.61 Lakhs, primarily due to adjustments for depreciation and amortization expenses of ₹985.78 Lakhs and finance cost of ₹1113.45 Lakhs, which were partially offset by provision for expected credit loss reversed ₹84.00 Lakhs, unwinding of discount on security deposit ₹16.89 Lakhs, dividend and interest income of ₹11.99 Lakhs. Our adjustments for working capital changes for Fiscal 2023 primarily consisted of increase in trade receivables of ₹1908.07 Lakhs and increase in inventories of ₹2220.02 Lakhs, increase in trade payable by ₹1119.82 Lakhs, increase in other financial assets of ₹276.24 Lakhs, increase in other non-current assets of ₹206.15 Lakhs, decrease in other current assets of ₹427.69 Lakhs and decrease in other current liabilities of ₹1238.15 Lakhs. Our cash generated from operating activities was ₹(119.41) Lakhs, adjusted by tax paid of ₹436.77 Lakhs. Cash flows used in investing activities Net cash used in investing activities was ₹1,056.34 Lakhs in Fiscal 2025, primarily on account of purchase of 510property, plant and equipment, capital advance, proceeds from sale of property, plant and equipment, dividend received and interest received. Net cash used in investing activities was ₹1166.57 Lakhs in Fiscal 2024, primarily on account of purchase of property, plant and equipment, capital advance, proceeds from sale of property, plant and equipment, dividend received and interest received. Net cash used in investing activities was ₹488.46 Lakhs in Fiscal 2023, primarily on account of purchase of property, plant and equipment, capital advance, proceeds from sale of property, plant and equipment, dividend received and interest received. Cash flows generated from / (used in) financing activities Net cash used in financing activities in Fiscal 2025 amounted to ₹839.85 Lakhs, which primarily consisted of fresh and increased short term borrowing and increase in proceeds from issue of shares, decrease in long term borrowing, finance lease payment and interest paid. Net cash used in financing activities in Fiscal 2024 amounted to ₹1283.24 Lakhs, which primarily consisted of fresh and increased short term borrowing, decrease in long term borrowing, finance lease payment and interest paid. Net cash used in financing activities in Fiscal 2023 amounted to ₹3.98 Lakhs, which primarily consisted of fresh and increased short term borrowing, decrease in long term borrowing, finance lease payment, dividend payment and interest paid. Capital Expenditure Capital expenditures consist primarily of investments in new manufacturing facilities and equipment. We also make investments at our manufacturing facilities to improve our manufacturing capacity, upgradation and improvements. Capital expenditure will vary from year to year depending upon a number of factors, including the need to replace and update equipment. In the Fiscal 2025, Fiscal 2024 and Fiscal 2023, we incurred capital expenditure of ₹1085.14 Lakhs, ₹1222.25 Lakhs and ₹873.32 Lakhs, respectively. A significant amount of our capital expenditure was incurred towards Plant & Machinery, Furniture & Fixtures & Motor Vehicles. Financial indebtedness As of May 31, 2025, our total outstanding borrowings (current and non-current) were ₹16,428.82 Lakhs, which primarily consisted of term loans from banks, working capital loans and overdraft facility. For further details related to our indebtedness, see “Financial Indebtedness” on page 516 of this Prospectus. Capital and Other Commitments As of March 31, 2025, the estimated amounts of contract remaining to be executed on capital account and not provided for was NIL. The following table sets forth a summary of the maturity profile of our contractual undiscounted cash obligations with definitive payment terms as of March 31, 2025. Particulars Total Payment due by period Less than one year More than one year (₹ in Lakhs) Borrowings 18,053.70 16,037.83 2,015.87 Lease Liabilities 200.96 109.34 91.62 Trade Payables 6,039.93 6039.93 - Other financial liabilities 245.72 144.99 100.73 Total 24,540.31 22,332.09 2,208.22 511Contingent Liabilities Contingent liabilities, to the extent not provided for, as of March 31, 2025 and, as determined in accordance with Ind AS 37, are described below. Particulars Year ended March 31, 2025 A) Disputed Tax Liability Nil (i) Income Tax Liability Nil Nil (ii) GST Liability (iii) EPCG Liability Nil B) Bank Guarantee issued by bank to vendors/suppliers on behalf of the ₹67.80 Lakhs company Off-Balance Sheet Commitments and Arrangements We do not have any off-balance sheet arrangements, derivative instruments swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangement. Quantitative and Qualitative Analysis of Market Risks We are exposed to various types of market risks during the normal course of business. The market risks we are exposed to include credit risk, liquidity risk, interest rate risk, commodity price risk and foreign currency risk. Credit risk Credit risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities, primarily from trade receivables, and from our financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. We manage our credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which we grant credit terms in the normal course of business. We establish an allowance for doubtful debts and impairment that represents our estimate of incurred losses in respect of trade and other receivables and investments. Moreover, given the diverse nature of our business, trade receivables are spread over a number of customers with no significant concentration of credit risk. In addition, we hold bank balances with reputed and creditworthy banking institutions within the approved exposures limit of each bank. None of our cash equivalents, including time deposits with banks, are past due or impaired. Credit risk from balances with banks and financial institutions is managed by our treasury department in accordance with our policy. Investments of surplus funds are made in bank deposits and other risk-free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments. Liquidity risk Liquidity risk is defined as the risk that we will not be able to settle or meet our obligations on time or at reasonable price. Our objective is to at all times maintain optimum levels of liquidity to meet our cash and liquidity requirements. We closely monitor our liquidity position and deploy a robust cash management system. We maintain adequate sources of financing through the use of short term bank deposits and cash credit facilities. Processes and policies related to such risks are overseen by senior management, who monitor our liquidity position through rolling forecasts on the basis of expected cash flows. Interest rate risk Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We are exposed to market risk with respect to changes in interest rates related to our borrowings. Interest rate risk exists with respect to our indebtedness that bears interest at floating rates tied to 512certain benchmark rates as well as borrowings where the interest rate is reset based on changes in interest rates set by RBI. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the RBI, domestic and international economic and political conditions, inflation and other factors. Upward fluctuations in interest rates increase the cost of servicing existing and new debts, which adversely affects our results of operations and cash flows. As a part of our interest rate risk management policy, our treasury department closely tracks interest rate movements on a regular basis and determines investments of surplus funds. Commodity price risk Exposure to market risk with respect to commodity prices primarily arises from our purchases and sales of our raw materials. These are commodity products and also subject to various uncertainties including climate change, rainfall, the prices of which may fluctuate significantly over short periods of time. The prices of our raw materials generally fluctuate in line. Commodity price risk exposure is evaluated and managed through operating procedures, sourcing policies and also increasing the selling price. As of March 31, 2023, March 31, 2024 and March 31, 2025 we had not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating activities (when revenue or expense is denominated in a foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. We evaluate our exchange rate exposure arising from foreign currency transactions and follow established risk management policies. Unusual or Infrequent Events or Transactions Except as disclosed in this Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance. Known Trends or Uncertainties Our business has been subject, and we expect it to continue to be subject, to the trends identified above in “Significant Accounting Policies” and the uncertainties described in “Risk Factors -The occurrence of natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect the financial markets and our business”, on page 103 of this Prospectus. Except as disclosed in this Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations. Significant Economic Changes Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. Please see “Risk Factors” and “Significant Accounting Policies” on pages 40 and 492 of this Prospectus, respectively. Future Relationship between Cost and Revenue Other than as described in “Risk Factors”, “Our Business” and above in “Significant Accounting Policies” on pages 40, 293 and 492, 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 disclosed in this Prospectus, including as described in “Our Business” on page 293 of this Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition. 513Supplier or Customer Concentration In our Non-Retail Business, we have a wide customer base and have served over five hundred (500) customers as on March 31, 2025. However, our top five (5) customers contributed around 10.30% of our revenue from operations. We do not have any material dependence on a single or few suppliers. We procure our key raw materials from various parts of the country and process our products with utmost care without the use of artificial preservatives or chemicals, thereby creating a product portfolio of spices, peanut, flour, pulses, staples & groceries and mango pulp, which carry the freshness and goodness of each ingredient. We believe our unique business model has helped us to penetrate the niche segment of our market and establish a customer base in India and overseas. Systematic procurement of raw material in their respected seasons helps us to provide linear quality of our products for the whole year. We also source our raw materials directly from farmers, to ensure that we use absolutely natural ingredients in our products and also through traders and APMC markets. We source our raw materials from across the country to ensure that the products we manufacture have an authentic taste without artificially disturbing the natural taste of the spices or other food products. For instance, we source chillies from the APMC market of Guntur, Warangal, Gondal and our wheat flour is made from wheat grains which are sourced from Dahod, Rajkot, Gondal, Nimbahera, Jaipur and also sourced directly from Food Corporation of India (FCI) and the pulses / dal are sourced from Jalgaon, Rajkot and Dhanduka. Competitive Conditions We operate in a highly competitive industry and we expect competition from existing and new competitors to intensify. For details, please refer to the discussions of our competition in the sections “Risk Factors”, “Industry Overview” and “Our Business” on pages 40, 196, 293 of this Prospectus. Seasonality We typically experience higher sales during the second half of the Financial Year as compared to the first half of the Financial Year due to change in the climatic conditions prevailing in India. Please see “Risk Factors- Our operations are dependent on the supply of large amounts of raw material such as wheat, spices and peanuts. We do not have long term agreements with suppliers for our raw materials and any increase in the cost of, or a shortfall in the availability of, such raw materials could have an adverse effect on our business and results of operations, and seasonable variations could also result in fluctuations in our results of operations” on page 45 of this Prospectus. Change in Accounting Policies There have been no material changes in our accounting policies for the Fiscal 2025, Fiscal 2024 and Fiscal 2023. Significant Developments Occurring after March 31, 2025 Except as disclosed in this Prospectus, there are no circumstances that have arisen since March 31, 2025, the date of the last financial statements included in this Prospectus, which materially and adversely affect or is likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months. Recent Accounting Pronouncements As of the date of this Prospectus, there are no recent accounting pronouncements, which would have a material effect on our financial condition or results of operations. 514CAPITALISATION STATEMENT The following table sets forth our Company’s capitalization as at March 31, 2025, as derived from our Restated Financial Statement. This table should be read in conjunction with the sections titled “Risk Factors”, “Summary of Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 40, 114 and 487 respectively. (₹ in Lakhs) Particulars Pre-Offer as at March As Adjusted for the 31, 25 Proposed Offer* Borrowings Current Borrowing# (A) 15,573.82 15,573.82 Non-Current Borrowing (including current maturity#(B) 2,479.88 2,479.88 Total Borrowings (C) 18,053.71 18,053.71 Equity Equity Share Capital#** 2,488.25 3340.05 Other Equity# 10,969.19 31,828.09 Total Equity (D) 13,457.44 35,168.14 Non-Current Borrowing/Total Equity (B/D) 0.184 0.07 Total Borrowings/ Total Equity (C/D) 1.342 0.51 # These terms shall carry the meaning as per Schedule III of the Companies Act, 2013. ** The Company has issued bonus equity shares in the ratio of 54:10 vide Shareholders resolution dated December 30, 2023. Notes: 1. The amounts disclosed above are derived from the Restated Financial Information. 2. Non-current borrowings include current maturities of long-term borrowings. 3. Other Equity includes Securities Premium and Other Comprehensive Income. 515FINANCIAL INDEBTEDNESS Our Company has availed certain loans and borrowing facilities in the ordinary course of business purposes for meeting working capital and other business requirements. Pursuant to the Articles of Association, the applicable provisions of the Companies Act, and pursuant to a resolution passed by our Shareholders at the AGM of our Company held on September 30, 2023, our Board has been authorised to borrow from time to time, any sum or sums of monies, where the monies to be borrowed, together with the monies already borrowed by our Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of our paid-up share capital, free reserves and securities premium, provided that the total outstanding amount so borrowed shall not, exceed the limit of ₹35,000.00 Lakhs. For details of borrowing powers of our Board, please see “Our Management- Borrowing Powers of our Board” on page 427. In relation to the Offer, we have obtained the necessary consents required under the relevant financing documentation for undertaking activities in relation to the Offer, including dilution of the current shareholding of the Promoter and members of the promoter group, effecting changes in the Company’s management including key managerial personnel, shareholding pattern and Board’s composition. The following table sets forth the details of the aggregate outstanding borrowings of our Company as of May 31, 2025: (₹ in Lakhs) Sanctioned amount (to the Amount outstanding as Category of Borrowing extent applicable)(1) on May 31, 2025 Secured Term Loans 3,430.03 712.23 Working Capital Facilities a) Fund Based 16,320.00 15,459.90 b) Non Fund Based (BG+PSR) 1,600.00 77.80 Vehicle Loan 416.65 256.69 Unsecured Term Loans Nil Nil Working Capital Loans a) Fund Based Nil Nil Factoring of Trade Receivables Nil Nil Loans from Related Parties/Others NA 1,431.15 Total Borrowings 17,937.77 Note: As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants pursuant to their certificate dated June 24,2025. Note: Sanctioned amounts of borrowings as mentioned above are from various banks as detailed below: Amount Sanctioned Borrowing Date of outstanding as Bank Name amount In Date of renewal Type Sanction letter on May 31, Lakhs 2025 Secured Loans 04/04/2022 & 04/04/2022 & ₹712.23 Term Loans HDFC ₹3430.03 17/06/2023 17/06/2023 Working 04/04/2022 & 04/04/2022 & ₹7411.76 HDFC ₹8150.00 Capital Loans 17/06/2023 17/06/2023 (Includes Packing Credit, Cash 17/03/2023 & 17/03/2023 & Credit, YES ₹8170.00 21/07/2023 21/07/2023 ₹8048.14 Working Capital Demand Loan) 51625/06/2021; 29/11/2021; 30/01/2022; 05/02/2024; HDFC ₹302.54 28/06/2024; - ₹195.77 25/07/2024 ; 07/10/2024 07/11/2024 & Vehicle Loans 30/05/2025 Mercedes- Benz Financial ₹63.96 07/08/2024 - Services ₹57.83 India Pvt. Ltd. Bank of 30/06/2020 & ₹3.09 ₹50.15 - Baroda 23/11/2020 Bank 04/04/2022 & 04/04/2022 & ₹77.80 HDFC ₹100.00 Guarantee 17/06/2023 17/06/2023 PSR (Pre- - 04/04/2022 & 04/04/2022 & Settlement HDFC ₹1500.00 17/06/2023 17/06/2023 Risk) Principal terms of the borrowings availed by our Company Brief details of the terms of our various borrowing arrangements are provided below and there may be similar / additional terms, conditions and requirements under the borrowing arrangements entered into by our Company with their lenders: 1. Interest The interest rate for our working capital facilities and Term loans typically ranges between 6.00% to 11.00% per annum, for various fund and Non fund based facilities such as Pre-shipment finance, Post-shipment finance, Letter of Credit, Cash Credit etc., and are linked to benchmark rates along with a spread and as specified by the lenders during the time of disbursement. The interest rates for the vehicle loans availed by our Company typically range from 7% to 9.50% per annum. Interest rates for loans from directors ranges from 8% to 12% per annum. As per terms, the interest rate will not exceed 12% p.a. 2. Penal Interest We are bound to pay additional interest to our lenders for defaults in the payment of interest or other monies due and payable. This additional interest is charged as per the terms of our sanction letters and is typically 2% to 18% on overdue/ delays/ defaults of monies payable. 3. Tenor Our facilities are typically repayable within three (3) months to six (6) years or are repayable on demand. 4. Security In terms of our borrowings where security needs to be created, the Company is typically required to, inter alia: (i) Create charge by way of hypothecation on entire current assets, both present and future; and (ii) Create charge by way of hypothecation over all moveable and immovable fixed assets, both present and future; (iii) Create charge by way of mortgage over immovable fixed assets (iv) Execute corporate and personal guarantees Further facilities availed by our Company are secured by personal guarantees of Dhanji Raghavji Patel, Smita Dhanji Patel, Bechar Raghavji Patel and Hiren Bechar Patel. 5175. Pre-payment Prepayment charges @ 2% or as per the bank policy at the time of prepayment of loan. 6. Key covenants a) Enter into any scheme of merger, amalgamation, compromise or reconstruction without prior approval of lender; b) Obtain a no objection certificate from the lender prior to opening of current account with any other bank outside multiple banking arrangement; c) Take prior consent from the lenders to effect any dividend pay-out; d) Promptly inform the lenders for filing or initiation of insolvency, winding up or corporate insolvency resolution process; e) Not to transfer, sell, lease, grant on license or create any third party interest of any nature whatsoever on the security without the prior consent of the lenders; f) Guarantors not to issue any personal guarantee for any other loans without prior written permission of the lenders with certain exceptions; g) Take prior consent of the lenders for diversion of funds to any purpose and launch of any new scheme of expansion. 7. Events of default (i) Change in constitution, management or existing ownership or control of the borrower including by any reason of liquidation, amalgamation, merger or reconstruction; (ii) Failure and inability to pay amounts on the due date by our Company; (iii) Breach in any other loan/ facility agreement; (iv) Our Company’s failure to furnish additional security as required by lender; (v) Hypothicated asset is destroyed, or is stolen or untraceable; (vi) Death of any one of the Borrower; (vii) Failure in the business of our Company; (viii) Dissolution of our Company; (ix) Insolvency or bankruptcy proceedings against our Company; (x) An assignment made by our Company for the benefit of the creditors or taking advantage of any insolvency Law; (xi) Any other occurrence or existence of one or more events, conditions or circumstances (including any change in law), which in opinion. 8. Consequences of events of default (i) Terminate the sanctioned facilities; (ii) levy penal charges including interest; (iii) Enforce their security over the hypothecated / mortgaged assets without notice to the Company. Unsecured loans by shareholders The following shareholders have advanced unsecured loans to our Company. The company shall pay an interest not exceeding 12% per annum on the amounts payable to the shareholders by our Company are as follows: (₹ in Lakhs) Sr. Name of the Shareholder Amount outstanding No. as on May, 31, 2025 1 Dhanji Raghavji Patel 886.62 2 Bechar Raghavji Patel 544.54 3 Hiren Bechar Patel - Total 1431.15 As certified by our Statutory Auditor- Kanu Doshi Associates LLP, Chartered Accountants pursuant to their certificate dated June 24, 2025. 518Unsecured loans by person other than shareholders (₹ in Lakhs) Sr. Name of the Person Amount outstanding as on No. May 31, 2025 1 Nil Nil 519SECTION VI- LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated below, there are no outstanding (i) criminal proceedings involving our Company, Directors, Promoters or Group Companies (collectively, the “Relevant Parties”); (ii) actions taken by statutory or regulatory authorities involving the Relevant Parties; (iii) claims relating to direct and indirect taxes involving the Relevant Parties; (iv) other pending litigations or arbitration proceedings involving the Relevant Parties which has been determined to be material by our Board pursuant to the Materiality Policy (as disclosed herein below) in accordance with the SEBI ICDR Regulations and (v) criminal proceedings involving our KMPs and SMPs and actions taken by statutory or regulatory authorities against our KMPs and SMPs. Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs, including any outstanding action. For the purpose of material litigation in (iv) above, our Board in its meeting held on March 10, 2025 has considered and adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties (“Materiality Policy”). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by regulatory authorities and statutory authorities, will be considered material if: (i) the monetary amount of claim, to the extent quantifiable, in any such outstanding litigation is equivalent to lower of : (a) two percent of turnover, as per the last Audited Financial Statements of the listed entity; (b) two percent of net worth, as per the last Audited Financial Statements of the listed entity, except in case the arithmetic value of the net worth is negative; (c) five percent of the average of absolute value of profit or loss after tax, as per the last three Audited Financial Statements of the listed entity; (d) in case where the criteria specified in sub-clauses (a), (b) and (c) is not applicable, an event or information may be treated as being material if in the opinion of the Board, the event or information is considered material and will be disclosed in the Offer Documents. It is clarified that for the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties (excluding those notices issued by statutory, governmental, judicial or regulatory or taxation authorities threatening criminal action) shall not, unless otherwise decided by our Board, be considered as material until such time that the Relevant Party, is impleaded as defendant in litigation proceedings before any judicial forum. Further, in accordance with the Materiality Policy, our Company has considered such creditors to be ‘material’ if amounts due to such creditor is equivalent to or in excess of 2% of the trade payables of the Company as at the end of the most recent financial period covered in the Restated Financial Statements, as of March 31, 2025. For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available with our Company regarding the status of the creditor as defined under the Micro, Small and Medium Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder. Unless stated to the contrary, the information provided below is as of the date of this Prospectus. I. LITIGATION INVOLVING OUR COMPANY 1. Outstanding litigation against our Company (i) All criminal proceedings against our Company Except as stated in “All actions by regulatory and statutory authorities against our Company” below, there are no outstanding criminal proceedings against our Company. (ii) All actions by regulatory and statutory authorities against our Company Except as stated below in “Litigation involving our Directors - All criminal proceedings against our Directors on page 521, no other actions have been taken by regulatory and statutory authorities against our Company. (a) Point (c)- State of Maharashtra, Ambernath Police Station (“Complainant”) vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Bharat Haribhai Patel [In the Civil and Criminal Court, Ulhasnagar, Summons/ Summary Criminal Case (S.C.C.) no. 1720 of 2020]; 520(b) Point (f) - N. U. Pawar, Inspector of Legal Metrology (“Complainant”) vs. Dhanji Raghavji Patel, Bechar Raghavji Patel, Hiren Bechar Patel, Yashwant Suresh Bhojwani, Nitin Pandurang Patil, Harshini Vikas Jadhav and our Company (In the Court of Additional Chief Metropolitan Magistrate, Borivali, Mumbai, Summons Case - SS Cases S/2600105/2024); (c) Point (g) - S. N. Dhotre, Inspector of Legal Metrology (“Complainant”) vs. Dhanji Raghavji Patel, Bechar Raghavji Patel, Hiren Bechar Patel and our Company (In the Court of Additional Chief Metropolitan Magistrate, Borivali, Mumbai, Summons Case - SS Cases S/39/2020); (d) Point (h)- H. P. Kulthe, Inspector of Legal Metrology vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, Yashwant Suresh Bhojwani, Nitin Pandurang Patil, Harshini Vikas Jadhav and Patel Retail Limited (In the Court of Judicial Magistrate First Class, Khalapur, Raigad, Summons/ Summary Criminal Case – (S.C.C.) no. 276 of 2024); (e) Point (i) - K.D. Birjadar, Inspector of Legal Metrology, Shahapur Division vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, our Company and Others (In the Court of Judicial Magistrate First Class, Shahapur, Summons/ Summary Criminal Case (S.C.C.) no. 766 of 2024). (iii) Other pending material litigation against our Company As on the date of this Prospectus, there are no pending material litigation against our Company. 2. Outstanding litigation by our Company (i) All criminal proceedings by our Company As on the date of this Prospectus, there are no outstanding criminal proceedings by our Company. (ii) Other pending material litigation by our Company As on the date of this Prospectus, there are no other outstanding material litigations by our Company. II. LITIGATIONS INVOLVING OUR DIRECTORS 1. Outstanding litigation against our Directors (i) All criminal proceedings against our Directors (a) Nilesh Sonubal Vishe, Food Safety Officer, Food and Drug Administration, Thane (“Complainant”) vs. Paresh Jayantilal Chande (“Accused 1”), Bechar Raghavji Patel (“Accused 2”) and Kirti Gunwant Vithlani (“Accused 3”) [In the Court of Judicial Magistrate, First Class, First Court, Kalyan, Thane, Regular Criminal Case (R.C.C.) no. 803 / 2016]* (Accused 1, Accused 2 and Accused 3 are collectively referred to as “Accused Persons”) Our Company’s Store- Patel R Mart situated at Shop no. 1, 2, 3, 4, Omkar Complex, Kalyan, Murbad Road, Shahad, Kalyan (West) (“Company Store”) received a letter dated December 3, 2015 from the Complainant enquiring particulars of our Company and purchase bill of mukwas (Royal Fresh Tip Top) (“Food Article”). In response to the letter, the Company Store stated that it had purchased the said Food Article from M/s. Royal Mouth Fresheners. Thereafter, the Designated Officer and Assistant Commissioner (Food), Thane (Zone VIII), Food and Drug Administration, M.S. Thane ordered the Complainant to launch prosecution against the Accused Persons through his letter dated September 23, 2016, since the said Food Article was declared to be unsafe. Its sample contained synthetic food colors such as brilliant blue FCF, tartrazine, sunset yellow FCF and carmoisine. Therefore, the Complainant filed a complaint before the Court of Judicial Magistrate, First Class, First Court, Kalyan, Thane (“JMFC Kalyan”) dated September 27, 2016, alleging commission of offence by Accused 1 and Accused 2, of selling the aforesaid unsafe Food Article, in contravention of sections 26(1), 26(2)(i), 27(3)(c), 23(1), 23(2) 521read with section 3(1)(zz)(viii) read with section 3(1)(zf)(A)(i)(a) of the Food Safety & Standards Act, 2006 read with regulation 3.1.2(6) of the Food Safety & Standards (Food Products Standards and Food Additives) Regulations, 2011 read with regulation 2.2.2.9 of the Food Safety & Standards (Packaging and Labelling) Regulations, 2011. The learned JMFC Kalyan in its order dated October 12, 2016, found the allegations to be prima facie made out against the Accused Persons and directed issue of process against the said persons. The matter is currently pending. (b) Nilesh Sonubal Vishe, Food Safety Officer, Food and Drug Administration, Thane, (“Complainant”) vs. Paresh Jayantilal Chande (“Accused 1”), Bechar Raghavji Patel (“Accused 2”) and Kirti Gunwant Vithlani (“Accused 3”) [In the Court of Judicial Magistrate, First Class, First Court, Kalyan, Thane, Regular Criminal Case (R.C.C.) no. 804 of 2016]* (Accused 1, Accused 2 and Accused 3 are collectively referred to as “Accused Persons”) Our Company’s Store- Patel R Mart situated at Shop no. 1, 2, 3, 4, Omkar Complex, Kalyan, Murbad Road, Shahad, Kalyan (West) (“Company Store”) received a letter dated December 3, 2015 from the Complainant enquiring particulars of our Company and purchase bill of mukwas (Royal Fresh Pass Pass) (“Food Article”). In response to the letter, the Company Store stated that it had purchased the said Food Article from M/s. Royal Mouth Fresheners. Thereafter, the Designated Officer and Assistant Commissioner (Food), Thane (Zone VIII), Food and Drug Administration, M.S. Thane ordered the Complainant to launch prosecution against the Accused Persons through his letter dated September 23, 2016, since the said Food Article was declared to be unsafe. Its sample contained synthetic food colors such as brilliant blue FCF, tartrazine, sunset yellow FCF and carmoisine. Therefore, the Complainant filed a complaint before the Court of Judicial Magistrate, First Class, First Court, Kalyan, Thane (“JMFC Kalyan”) dated September 27, 2016, alleging commission of offence by Accused 1 and Accused 2, of selling the aforesaid unsafe Food Article, in contravention of sections 26(1), 26(2)(i), 27(3)(c), 23(1), 23(2) read with section 3(1)(zz)(viii) read with section 3(1)(zf)(A)(i)(a) of the Food Safety & Standards Act, 2006 read with regulation 3.1.2(6) of the Food Safety & Standards (Food Products Standards and Food Additives) Regulations, 2011 read with regulation 2.2.2.9 of the Food Safety & Standards (Packaging and Labelling) Regulations, 2011. The matter is currently pending. (c) State of Maharashtra, Ambernath Police Station vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Bharat Haribhai Patel [In the Civil and Criminal Court, Ulhasnagar, Summons/ Summary Criminal Case (S.C.C.) no. 1720 of 2020]* The Inspector of Legal Metrology, Ulhasnagar Division- Shriniwas B. Jadhavkar (“Complainant”) filed a complaint against Bechar Raghavji Patel, Dhanji Raghavji Patel, our Company and Bharat Haribhai Patel (collectively, “Accused Persons”) before the Ambernath (East) Police Station. The Complainant alleged violation of section 18(1) of the Legal Metrology Act, 2009 read with rules 6(1)(d)(e), 6(2), 10(1) of the Legal Metrology (Packaged Commodities) Rules, 2011 by the Accused Persons. The Complainant inspected the premises of our store- Patel R Mart situated at Shiv Ganga Nagar, Ambernath (East)- 421501, Thane and seized certain goods namely, dryfruit packages, Blender packages and Elegance packages. The Complainant observed the following (i) the dryfruit packages did not contain declarations as to the complete address of the manufacturer/ packer, customer care number, e-mail address and Maximum Retail Price (“MRP”); (ii) the Blender packages did not contain declarations as to the month and year of manufacturing/ packer and e-mail address; (iii) the Elegance packages did not contain declarations as to the customer care number, e-mail address, month and year of manufacturing/ packer and MRP. The matter is currently pending before the Civil and Criminal Court, Ulhasnagar. (d) State of Maharashtra, Shildaighar Police Station vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel and Others [In the District and Sessions Court, Thane, Regular Criminal Case (R.C.C.) no. 1453 of 2020] Rajendra Hiraman Jadhav, Assistant Rationing Officer (“Complainant”) filed a First Information Report (“FIR”) bearing number II 68/2015 before the Shildaighar Police Station, Thane against our Directors- Dhanji Raghavji Patel, Bechar Raghavji Patel and Hiren Bechar Patel and other persons 522(collectively referred to as “Accused Persons”) dated October 20, 2015 alleging commission of offences under section 3 (Powers to control production, supply, distribution etc. of essential commodities) and section 7 (Penalties) of the Essential Commodities Act, 1955 (“ECA Act”) and the Maharashtra Scheduled Commodities Whole-sale Dealers’ Licensing Order, 2015 (“2015 Licensing Order”). The Complainant conducted a search and inspection at R. P. Warehouse situated at Thane (“Premises”). During the inspection of the said Premises, the Complainant inter alia found 71.780 metric tonnes of toor (whole) (“Commodity”) belonging to our Company stored in the said Premises. The Complainant alleged that the said Commodity was intentionally hoarded for a period exceeding thirty (30) days, to increase its price. Therefore, the Complainant alleged commission of an offence by the Accused Persons under sections 3 and 7 of the ECA Act and the 2015 Licensing Order. The Controller (Ration and Directorate of Civil Supplies), Mumbai vide order dated January 18, 2024 directed that the seized stock of toor i.e., 450 gunny bags containing 22.46 metric tonnes of stock be deposited with the State government. A copy of the final report/ charge sheet under section 173 of the Criminal Procedure Code, 1973 (“CrPC”) has been filed before the First Class Magistrate, 9th Court, Thane. The matter is currently pending. (e) State of Maharashtra vs. Hiren Bechar Patel and Others [In the Civil and Criminal Court, Ulhasnagar, Summons / Summary Criminal Case (S.C.C.) no. 3951 of 2017] Siddharth Shahaji Kamble (“Complainant”) filed a FIR bearing number I 39/ 2017 (“FIR”) before the Ambernath Police Station, Thane against our Director, Hiren Bechar Patel, Dasi Mohan Kotya, Bharat Bhagwan Patil, Vinay Hariram Pillay, Nagarjun Shekhar Badgu and others (“Accused Persons”) dated February 2, 2017 alleging commission of offences under sections 448 (Punishment for house trespass), 427 (Mischief causing damage to the amount of fifty rupees) and 143 (Punishment) of the Indian Penal Code, 1860 (“IPC”). The Complainant’s father, late Shahji Babu Kamble purchased a plot of land (1.50 gunnta) situated at Mahatma Jotiba Phule Nagar, Javsai Pada, Ambernath (West) and constructed a house on the said plot. The Complainant alleged criminal trespassing and destruction of the house by the Accused Persons on September 17, 2016. One Arvind Walekar, partner at M/s. Elite Infrastructure (promoter group entity), over a telephonic conversation with the Complainant, offered an amicable settlement whereby the Complainant would receive two (2) flats, with no registration cost. Relying on the promise, the Complainant did not file a complaint against the Accused Persons. However, since the said promise was not made good, the Complainant filed the aforesaid FIR. The matter is currently pending. (f) N. U. Pawar, Inspector of Legal Metrology vs. Dhanji Raghavji Patel, Bechar Raghavji Patel, Hiren Bechar Patel, Yashwant Suresh Bhojwani, Nitin Pandurang Patil, Harshini Vikas Jadhav and our Company (In the Court of Additional Chief Metropolitan Magistrate, Borivali, Mumbai, Summons Case - SS Cases S/2600105/2024)* The Inspector of Legal Metrology, Borivali Division- N. U. Pawar (“Complainant”) filed a complaint against Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, Yashwant Suresh Bhojwani, Nitin Pandurang Patil, Harshini Vikas Jadhav and our Company (collectively, “Accused Persons”) before the Court of Additional Chief Metropolitan Magistrate, Borivali. The Complainant alleged violation of section 18(1) of the Legal Metrology Act, 2009 read with rules 6(1)(e) and 10 of the Legal Metrology (Packaged Commodities) Rules, 2011 by the Accused Persons. The Complainant inspected the premises of Ravariya Traders situated at Sayani Compound, Suhasini Pawaskar Road, Vaishali Nagar, opposite Cresent Sky Heights, Dahisar (East), Mumbai 400 068 and seized goods manufactured and marketed by our Company namely, ‘Akshar Chakki Fresh Atta -5 kg’. The Complainant observed that the packages did not contain declarations as to the retail sale price as inclusive of all taxes, consumer complaint address and manufacturing State. The matter is currently pending before the Court of Additional Chief Metropolitan Magistrate, Borivali. 523(g) S. N. Dhotre, Inspector of Legal Metrology (“Complainant”) vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel and Patel Retail Private Limited (In the Court of Additional Chief Metropolitan Magistrate, Borivali, Mumbai, Summons Case - SS Cases S/39/2020)* The Inspector of Legal Metrology, Malad Division- S. N. Dhotre filed a complaint against Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, and our Company (collectively, “Accused Persons”) before the Court of Additional Chief Metropolitan Magistrate, Borivali. The Complainant alleged violation of Rule 31(2), punishable under rule 32 of the Legal Metrology (Packaged Commodities) Rules, 2011 (“LM Rules”) by the Accused Persons. The Complainant inspected the advertisement published in the daily newspaper and found that certain third party products sold by our Company were not in conformity with the LM Rules i.e., the font size of net quantity were not the same as that of retail sale price. The matter is currently pending. (h) H. P. Kulthe, Inspector of Legal Metrology vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, Yashwant Suresh Bhojwani, Nitin Pandurang Patil, Harshini Vikas Jadhav and our Company (In the Court of Judicial Magistrate First Class, Khalapur, Raigad, Summons/ Summary Criminal Case (S.C.C.) no. 276 of 2024)* The Inspector of Legal Metrology, Karjat Division- H. P. Kulthe (“Complainant”) filed a criminal case against Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, Yashwant Suresh Bhojwani, Nitin Pandurang Patil, Harshini Vikas Jadhav and our Company (collectively, “Accused Persons”) before the Court of Judicial Magistrate First Class, Khalapur District, Raigad. The Complainant alleged violation of sections 18(1), 36 of the Legal Metrology Act, 2009 read with rules 2(m), 6(2) and (3) of the Legal Metrology (Packaged Commodities) Rules, 2011 by the Accused Persons. The Complainant inspected the premises of our store, Patel R Mart situated at S. No. 1873, Ward No. 21, House no. 78/1 Shilphata, Mulgaon. Taluka Khalapur, District Raigad, and seized certain goods namely, D/F Premium Combi – 1 kg (processed and packed by our Company) (“Seized Goods 1”) and Oreo Plast Little Hearts Pudding set packages (“Seized Goods 2”). The Complainant observed that (i) Seized Goods 1 did not contain declarations as to the retail sale price, and the name, address and e-mail address of the person to be contacted in case of consumer complaints; (ii) Seized Goods 2 did not contain declarations as to the name and address of manufacturer/ packer, the month and year of manufacture/ pre-packing, retail sale price, and name, address, telephone number and e- mail address of the person to be contacted in case of consumer complaints. Further, individual stickers were affixed on the packages of Seized Goods 2 for altering/ making declaration as required under the said rules. The matter is currently pending. (i) K.D. Birjadar, Inspector of Legal Metrology, Shahapur Division vs. Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, our Company and Others (In the Court of Judicial Magistrate First Class, Shahapur, Summons/ Summary Criminal Case (S.C.C.) no. 766 of 2024)* The Inspector of Legal Metrology, Shahapur Division- K.D. Birjadar (“Complainant”) filed a criminal case against Bechar Raghavji Patel, Dhanji Raghavji Patel, Hiren Bechar Patel, our Company and others (collectively, “Accused Persons”) before the Court of Judicial Magistrate First Class, Shahapur. The Complainant alleged violation of sections 18(1) of the Legal Metrology Act, 2009 read with Rule 18(1) of the Legal Metrology (Packaged Commodities) Rules, 2011 by the Accused Persons. The Complainant inspected the premises of our store, Patel R Mart situated at Savant Nagar, Cherpoli, Shahapur, and seized certain goods namely, two packets of Excellent Laminated PVC Colour Roll. The Complainant observed that the said seized goods did not contain declarations as to the address and retail sale price. The matter is currently pending. (j) K.D. Birjadar, Inspector of Legal Metrology, vs. Bechar Raghavji Patel, Dhanji Raghavji Patel and Hiren Bechar Patel (In the Court of Judicial Magistrate First Class, Bhiwandi, Summons/ Summary Criminal Case (S.C.C.) no. 10069 of 2025)* 524The Inspector of Legal Metrology, K.D. Birjadar (“Complainant”) filed a criminal case against Bechar Raghavji Patel, Dhanji Raghavji Patel and Hiren Bechar Patel (collectively, “Accused Persons”) before the Court of Judicial Magistrate First Class, Bhiwandi. The Complainant alleged violation of section 24 of the Legal Metrology Act, 2009 by the Accused Persons. The Complainant inspected the premises of our store, Patel R Mart situated at House No. 293, Parekh Timber Mart Compound, Agar Road, Kaneri, Bhiwandi, and seized certain goods namely, two electric scales. The Complainant observed that the said seized goods were not duly verified and stamped in accordance with the applicable legal requirements. The matter is currently pending. *In case of an adverse order against our company and our directors, a cumulative penalty not exceeding ₹ 20.00 lakhs may be imposed on the company as well as every person of who at the time of the offence, was in charge and was responsible to the company, for the conduct of its business. (ii) All actions by regulatory and statutory authorities against our Directors Except as stated above in “All criminal proceedings against our Directors” on page 521, there are no other actions by regulatory and statutory authorities against our Directors. (iii) Other pending material litigation against our Directors Mukul Developers vs. Jamiat Co-Op Housing Society Ltd, Bechar Raghavji Patel and Ors [In the Court of Jt. Civil Judge (S.D.), Kalyan (Special Civil Suit S.C.S. / 387/ 2021)] Mukul Developers (“Plaintiff”) filed a Special Civil Suit (“Suit”) for declaration and injunction under section 34 of the Special Relief Act, 1963 against Jamiat Co-op Housing Society Ltd (“Defendant 1”), Bechar Raghavji Patel (“Defendant 2”) and others, as regards Land bearing Survey No. 02, Hissa No. 01 (Part), City Survey No. 53/2, Survey No. 5. Hissa No. 02 (Part), City Survey No. 55- admeasuring 13,552 sq. yards (11,331.2 sq. metres) (“Suit Property”). The Plaintiff submitted that it had executed a Development Agreement dated February 27, 2008 (“Development Agreement”) with Defendant 1, with respect to three (3) properties including the Suit Property. The said Development Agreement granted rights of development and construction to the Plaintiff. However, at the time of execution of the said Development Agreement, Defendant 1 stated to the Plaintiff that the sale deed in respect of the Suit Property was not complete and that it had filed one special suit bearing no. 167/ 1980 before the Civil Judge (Sr. Dn.) [C.J.S.D.], Thane, decree for which had been granted in the Defendant 1’s favour (“Decree”). On the strength of the Development Agreement and Decree, the Plaintiff commenced construction work. On the other hand, Defendant 2 claimed ownership of the Suit Property on the basis of a Sale Agreement dated April 14, 1974 (“Sale Agreement”) executed between the Defendant 2 and one Gopal Kalu Bhoir. Since Gopal Kalu Bhoir expired on May 22, 1958, the rights to said Suit Property vested with his sons i.e., Krishna G. Bhoir (“KGB”) and Tanaji G. Bhoir (“TGB”). The said Suit Property was divided amongst his sons in two portions (“KGB Portion” and “TGB Portion”). Thereafter, since KBG expired in 2008, Defendant 2 approached two of his legal heirs, and executed two sale deeds dated December 8, 2014 (“Sale Deeds”) in his favour, with respect to the KGB Portion. However, since TGB refused to execute a sale deed with respect to his portion, Defendant 2 filed a Regular Civil Suit (R.C.S.) No. 214/15 before the Ld. Civil Judge (Jr. Dn.), Ulhasnagar. TGB was served with summons, but since he remained absent, it led to passing of an ex-parte decree. For execution of the said ex-parte decree, Defendant 2 filed an execution proceeding bearing Reg. Darkhast No. 14/15, but on account of TGB’s absence, the Ld. C.J. of Ulhasnagar appointed a Court Commissioner which executed and entered into a registered sale deed on behalf of TGB (in respect of the balance portion of the Suit Property). The Plaintiff alleges collusion and fraud by Defendant 2 as regards the Sale Agreement executed and the ex-parte decree obtained in his favour. Thereafter, the Plaintiff alleged that Defendant 2 with the help of the chairman and other members of Defendant 1, forcefully and unlawfully entered the Suit Property and carried out excavation works. The Plaintiff valued the suit at ₹3,88,00,000/- i.e. ₹388.00 Lakhs. In light of the aforesaid, the Plaintiff filed the said Suit seeking inter alia the following reliefs: (i) to declare the Sale Deeds with respect to KGB’s Portion of Suit Property as null and void; (ii) to declare Defendant 5252 as a trespasser, not having any right to make excavation works on the Suit Property; (iii) to pass an order directing the Defendant 2, its agents, assignees to stop excavation work on the Suit Property. Various interim applications and civil revision applications have been filed by and against our Company in relation to the said matter. The Plaintiff has also filed a miscellaneous application in relation to the said matter against our Company. The matter is currently pending. 2. Outstanding litigation by our Directors (i) All criminal proceedings by our Directors Hiren Bechar Patel, Non-Executive Director (a) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4366/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000097 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (b) M/s. Jay Garibdas BMS (partnership firm, through one of its partners- Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4368/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000105 and failure to make payment by the Respondent as regards goods supplied by the Complainant. The matter is currently pending. (c) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4383/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000100 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (d) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4381/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000101 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (e) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4365/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000099 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. 526(f) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4382/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000102 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (g) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4374/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000093 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (h) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4372/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000095 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (i) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4369/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000096 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (j) M/s. Jay Garibdas BMS (partnership firm, through one of its partners- Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) [In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4370/ 2021] The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000105 and failure to make payment by the Respondent as regards goods supplied by the Complainant. The matter is currently pending. (k) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) (In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4373/ 2021) The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000094 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. 527(l) M/s. Jay Garibdas Translink (proprietary firm of Hiren Bechar Patel) (“Complainant”) vs. Nagji Ambavi Duboriya (“Respondent”) (In the Court of Judicial Magistrate First Class, Ulhasnagar, Summary Criminal Case (S.C.C.) No. 4380/ 2021) The Complainant filed a criminal complaint under section 138 of the Negotiable Instruments Act, 1881 against the Respondent before the Court of Judicial Magistrate First Class, Ulhasnagar, claiming an amount of ₹50,000 for dishonour of a cheque bearing no. 000103 and failure to make payment by the Respondent as regards transportation services provided by the Complainant. The matter is currently pending. (ii) Other pending material litigation by our Directors As on the date of this Prospectus, there are no other outstanding material litigation by our Directors. III. LITIGATIONS INVOLVING OUR PROMOTERS 1. Outstanding litigation against our Promoters (i) All criminal proceedings against our Promoters Except as stated above in “All criminal proceedings against our Directors” on page 521, there are no criminal proceedings against our Promoters. (ii) All actions by regulatory and statutory authorities against our Promoters Except as stated above in “All criminal proceedings against our Directors” on page 521, there are no other actions by regulatory and statutory authorities against our Promoters. (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against our Promoters in the last five (5) financial years including outstanding action As on the date of this Prospectus there is no outstanding disciplinary action and there was no disciplinary action including penalty imposed by SEBI or Stock Exchanges in the last five (5) financial years. (iv) Other pending material litigation against our Promoters Except as stated in “Other pending material litigation against our Directors” on page 525, there are no other material litigation pending against our Promoters. 2. Outstanding litigation by our Promoters (i) All criminal proceedings by our Promoters Except as stated above in “All criminal proceedings by our Directors” on page526, there are no other criminal proceedings by our Promoters. (ii) Other pending material litigation by our Promoters As on the date of this Prospectus, there are no pending material litigation by our Promoters. IV. LITIGATIONS INVOLVING OUR KMPs AND SMPs Except as stated below and in addition to the proceedings disclosed above in “Litigations involving our Promoters”, there are no other outstanding criminal proceedings or any actions by regulatory and statutory authorities involving our KMPs and SMPs: Bharat Haribhai Patel (“Applicant”) vs. the Superintending Engineer, MSEDCL and the Additional Executive Engineer, MSEDCL (collectively “Respondents”) [In the Court of Hon’ble Sessions Judge at Kalyan (District Judge-1 & Special Electricity Court), Criminal Miscellaneous Application no. 135 of 2023] 528The Applicant has filed an application against the Respondents, before the Hon’ble Sessions Judge, Kalyan, under Section 154(5) & (6) of the Electricity Act, 2003, challenging two theft of electricity bills issued by MSEDCL for LT Consumer No. 021522598264 and HT Consumer No. 922109054770, amounting to ₹33,43,970 and ₹58,81,810, respectively. The Applicant contends that the bills are arbitrary, illegal, and exorbitant, based on incorrect assumptions regarding connected load and working hours. The electricity supply was allegedly disconnected without prior notice, compelling the Applicant to pay the amounts under protest for restoration. The Applicant seeks judicial determination of actual civil liability and prays for a declaration that the bills are illegal, and a refund of any excess amount paid along with interest. The matter is currently pending. V. LITIGATION INVOLVING OUR GROUP COMPANIES As on the date of this Prospectus, there are no outstanding litigations involving our Group Companies which have a material impact on our Company. VI. TAX CLAIMS AGAINST OUR COMPANY, PROMOTERS, DIRECTORS, KMP’S AND SMP’S Set out herein below are details of claims relating to direct and indirect taxes involving our Company, Promoters and Directors, KMP’s, SMP’s and Group Companies: Nature of the matter Number of matters Demand amount involved (₹ in Lakhs) Our Company Direct Tax 8 0.42 Indirect Tax 7 1458.16 Promoters Direct Tax 29 2307.21 Indirect Tax Nil Nil Directors (other than Promoters) Direct Tax Nil Nil Indirect Tax Nil Nil KMP’s and SMP’s (other than Promoters) Direct Tax 1 4.51 Indirect Tax Nil Nil Group Companies Direct Tax Nil Nil Indirect Tax 3 43.06 Notes: Amounts involved are to the extent quantifiable. VII. OUTSTANDING DUES TO CREDITORS As per our Materiality Policy, as at March 10, 2025, we had 3 material creditor(s) to whom an aggregate amount of ₹639.75 Lakhs was outstanding on a consolidated basis. In terms of the Materiality Policy, creditors of our Company to whom an amount exceeding 2% of our total trade payables as on March 31, 2025 was outstanding, were considered ‘material’ creditors. As per the Restated Financial Statements, our total trade payables as on March 31, 2025, was ₹6,039.94 Lakhs and accordingly, creditors to whom outstanding dues exceed ₹ 120.80 Lakhs (2% of ₹6,039.94 Lakhs of the Company’s trade payables for the last audited financial statements i.e. March 31, 2025) have been considered as material creditors for the purposes of disclosure in this Prospectus. The details of outstanding dues owed by our Company as at March 31, 2025is as under: Type of Creditors Number of Creditors Amount involved (₹ in Lakhs) Micro, Small and Medium Enterprises 201 1,177.48 Material creditors 3 639.75 Other creditors 879 4,222,71 Total 1083 6,039.94 The details pertaining to outstanding overdues 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://patelrpl.in/. 529VIII. MATERIAL DEVELOPMENTS SINCE THE DATE OF THE LAST BALANCE SHEET Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” on page 487, there have not been material developments nor have any circumstances arisen, since the date of the last Restated Financial Statements disclosed in this Prospectus, which may materially and adversely affect or are likely to affect our trading or profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next twelve (12) months. IX. OTHER CONFIRMATIONS There are no findings/observations of any inspections by SEBI or any other regulators that are material, and which need to be disclosed or non-disclosure of which may have bearing on the investment decision of potential investors in the Offer. 530GOVERNMENT AND OTHER STATUTORY APPROVALS Set out below is an indicative list of consents, licenses, registrations, permissions, and approvals obtained by our Company, which are considered material and necessary for the purposes of undertaking our businesses and operations. Except as mentioned below, no other material consents, licenses, registrations, permissions, and approvals are required to undertake the Offer or to carry on the business and operations of our Company. Unless otherwise stated, these material approvals are valid as on the date of this Prospectus, and in case of licenses and approvals which have expired in the ordinary course of business, we have either made an application for renewal, or are in the process of making an application for renewal. For further details in connection with the regulatory and legal framework within which we operate, please see “Key Regulations and Policies in India” on page 399. A. Approvals relating to the Offer For details regarding approval and authorisations obtained by our Company in relation to the Offer, please see “Other Regulatory and Statutory Disclosures- Authority for the Offer” on page 540. B. Material approvals obtained in relation to our Business (i) Incorporation details 1. Certificate of incorporation dated June 13, 2007, issued to our Company under the name ‘Patel Retail Private Limited’ by the Registrar of Companies, Maharashtra, Mumbai bearing Corporate Identity Number: U52100MH2007PTC171625. 2. Fresh certificate of incorporation dated August 28, 2023 issued to our Company by the Registrar of Companies, Maharashtra, Mumbai, pursuant to conversion of our Company to a public limited company and consequential change in our name from ‘Patel Retail Private Limited’ to ‘Patel Retail Limited’. 3. The CIN of our Company upon conversion is U52100MH2007PLC171625; 4. Certificate issuing Legal Entity Identification (“LEI”) number: 335800Y5VKRMWG77OA62, which is valid till May 18, 2026. (ii) Labour related approvals (i) Registrations for employees’ provident fund under the Employees’ Provident Fund Organization under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 with code numbers THTHA0201421000 and GJRAJ3213299000 for the states of Maharashtra and Gujarat respectively, which is a one-time registration; (ii) Registration for employees’ insurance with the relevant regional office of the Employees State Insurance Corporation under the Employees’ State Insurance Act, 1948, which is a one-time registration; (iii) Registration certificate under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the Office of the Assistant Commissioner of Labour, Kalyan, Maharashtra for Facility 1, which is valid till December 31, 2025; (Note: According to the said registration certificate, the maximum number of contract labour that can be employed on any day is 400 i.e., 200 each through two contractors. However, our Company is in the process of making an application to increase the number of contractors and consequently, the maximum number of contract labour.) (iv) Registrations under the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017 granted in relations to our stores situated in the state of Maharashtra (iii) Tax related registrations of our Company (i) Permanent account number of our Company being AAECP3782B issued by the Income Tax Department, Government of India under the Income Tax Act, 1961; 531(ii) Tax deduction account number of our Company being PNEP13056B issued by the Income Tax Department, Government of India under the Income Tax Act, 1961; (iii) Identification numbers issued under the Goods and Service Tax Act, 2017 in the states of Maharashtra and Gujarat, where our business operations are situated; (iv) Professional tax registration certificate and certificate of enrolment under the Maharashtra State Tax on Professions, Trades, Callings and Employment Act, 1975. [Note: Our Company has made application for change of name and address appearing in the profession tax enrolment certificate;] (iv) Material approvals in relation to our Manufacturing Facilities Facility situated at Plot no. M-2, Anand Nagar, Additional MIDC, Ambernath (East), Thane- 421506, Maharashtra (“Facility 1”) (i) Factory license issued by the Directorate of Industrial Safety and Health, Government of Maharashtra under the Factories Act, 1948 and rules made thereunder, which is valid till December 31, 2027; (ii) Central license (Trade/ Retail- Importer) issued by the Food Safety and Standards Authority of India, Government of India under the Food Safety and Standards Act, 2006 (“FSS Act”), which is valid till December 31, 2025; (iii) Central license [(a) Manufacturer- General manufacturing; (b) Repacker- General manufacturing; (c) Manufacturer- Exporter- Manufacturer; (d) Trade/ Retail- Trader/ Merchant- Exporter; (e) Trade/ Retail- Wholesaler; (f) Trade/ Retail- Retailer; (g) Trade/ Retail- Storage (Controlled atmosphere + Cold)] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till March 21, 2029; (iv) State licenses (Trade/ Retail- Transportation) issued by the Food and Drug Administration, Government of Maharashtra under the FSS Act, which us valid till February 28, 2029 (obtained for eighteen trucks); (v) Certificates of verification issued by the Inspector of Legal Metrology, Food, Civil Supplies and Consumer Protection, Government of Maharashtra under the Legal Metrology Act, 2009; (vi) Certificate of registration as packer of packaged commodities issued by the Legal Metrology Organisation under rule 27 of the Legal Metrology (Packaged Commodities) Rules, 2011, which is until suspended or wound-up. (vii) Certificate of approval on compliance of requirements of Food Safety Management System (ISO 22000:2018) issued by IR Class Systems and Solutions Private Limited, which is valid till March 13, 2027. (viii) Plan approval for DG set issued by the Industries, Energy and Labour Department, Government of Maharashtra. (ix) License to operate lift for Facility 1. Facility situated at R.S. 145/1, Village- Dudhai, Taluka- Anjar, District- Kutch- 370020, Gujarat (“Facility 2”) (i) Factory license issued by the Directorate of Industrial Safety and Health, Gujarat State under the Factories Act, 1948 and rules made thereunder, which is valid till December 31, 2031; (ii) Certificate of registration on compliance of requirements of Food Safety Management System (ISO 22000:2018) issued by Assurance Quality Certification LLC, which is valid till October 8, 2025; 532(iii) Certificate of registration on compliance of requirements of Quality Management System (ISO 9001:2015) issued by Assurance Quality Certification LLC, which is valid till March 25, 2027; (iv) Central license [(a) Manufacturer- General Manufacturing and (b) Manufacturer- Exporter- Manufacturer] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till August 17, 2029. Facility situated at Survey no. 170/Paiki 2, Village- Dudhai, Taluka- Anjar, District- Kutch, Gujarat (“Facility 3”) (i) Factory license issued by the Directorate of Industrial Safety and Health, Gujarat State under the Factories Act, 1948 and rules made thereunder, which is valid till December 31, 2026; (ii) Consent to Establish* issued by the Gujarat Pollution Control Board under the provisions of the Water Act and Air Act, which is valid till January 19, 2027; (iii) Consolidated consent and authorisation issued by the Gujarat Pollution Control Board under the provisions of the Water Act, Air Act and the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, which is valid till September 30, 2031; (iv) Certificate of registration on compliance of requirements of Food Safety Management System (ISO 22000:2018) issued to our Company (Unit IV) by Assurance Quality Certification LLC, which is valid till October 11, 2025; (v) Certificate for use of a boiler issued by the Assistant Director of Boilers, Kutch, Gujarat, which is valid till June 18, 2026; (vi) Central license for Facility 3 (Unit I) [(a) Manufacturer- General Manufacturing and (b) Manufacturer- Exporter- Manufacturer] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till February 23, 2026; (vii) Central license for Facility 3 (Unit II) [(a) Manufacturer- General Manufacturing and (b) Manufacturer- Exporter- Manufacturer] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till February 11, 2027; (viii) Central license for Facility 3 (Unit III) [(a) Manufacturer- General Manufacturing; (b) Manufacturer- Exporter- Manufacturer; (c) Trade/ Retail- Importer and (d) Trade/ Retail- Wholesaler] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till May 29, 2026; (ix) Central license for Facility 3 (Unit IV) [Manufacturer- General Manufacturing)] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till May 30, 2026; (x) Central license for Facility 3 (Unit V)) [(a) Manufacturer- Exporter- Manufacturer; (b) Trade/ Retail- Trader/ Merchant- Exporter; (c) Trade/ Retail- Wholesaler] issued by the Food Safety and Standards Authority of India, Government of India under the FSS Act, which is valid till January 31, 2027. [*Note: The said registrations/ certificates stand in the former name of our Company, i.e. Patel Retail Private Limited and our Company has made the necessary applications for change of name. (v) Material approvals in relation to our stores (i) State licenses issued by the Food and Drug Administration, Government of Maharashtra under the FSSA for the purposes of operating as a: (a) retailer; (b) wholesaler; (c) food business operator; (d) retailer, wholesaler; (e) trade/ retail- retailer and trade/retail- wholesaler in respect of our stores situated in the state of Maharashtra; 533(ii) Certificates of verification issued by the Inspector of Legal Metrology, Food, Civil Supply and Consumer Protection, Government of Maharashtra under the Legal Metrology Act, 2009 and rules made thereunder in respect of our stores situated in the state of Maharashtra; (iii) Licenses to sell, stock or exhibit for sale or distribution of insecticides issued by the Licensing Authority (Agriculture Officer), Government of Maharashtra under the Insecticides Act, 1968 in respect of our stores situated in the state of Maharashtra; (iv) Market Parwana licenses issued by the Kalyan Dombivali Municipal Corporation for our stores located at Dombivali and Kalyan. (vi) Miscellaneous (i) Registration-cum-membership certificate issued by the Indian Oil Seeds & Produce Export Promotion Council, Mumbai as merchant-cum-manufacturer exporter under the provisions of the Foreign Trade Policy, Government of India, which is valid till March 31, 2026; (ii) Registration-cum-membership certificate issued by the Agricultural and Processed Food Products Export Development Authority, Mumbai as manufacturer cum merchant exporter of groundnuts, pulses, rice, wheat, fruits and vegetables etc. under the provisions of the Foreign Trade Policy, Government of India, which is valid till March 31, 2028; (iii) Registration-cum-membership certificate issued by Shellac & Forest Products Export Promotion Council (SHEFEXIL), Kolkata as merchant-cum-manufacturer exporter under the provisions of the Foreign Trade Policy, Government of India, which is valid till March 31, 2026. (iv) Certificate of registration as Exporter of Spices issued by Spices Board under the provisions of the Spices Board Act, 1986, which is valid till March 31, 2027. (v) Kosher certificate issued by International Quality Certification Services UK Ltd., which is valid till July 17, 2026; (vi) BRCGS Global Standard Food Safety Certificate issued by SGS United Kingdom Ltd.., which is valid till April 5, 2026; (vii) Certificate issuing LEI number 335800Y5VKRMWG77OA62, which is valid till May 18, 2026; (viii) Halal certificate issued by Halal Certification Services India Private Limited, which is valid till June 26, 2026; (ix) License for Direct marketing of agricultural produce* (condiments and spices, cereals) issued by the Director of Agricultural Marketing, Maharashtra, which is valid until surrendered or cancelled. [This certificate stands in the name of Patel Retail Private Limited (erstwhile name) and our Company has made the necessary application for change of name.] (vii) Trade related approvals Our Company has obtained an importer exporter code (IEC) bearing number 0309022746 from the Office of Additional Director General of Foreign Trade, Mumbai, Ministry of Commerce and Industry on July 3, 2009. (viii) Intellectual property (1) Trademarks (Registered) For details on our intellectual property, please see “Our Business- Intellectual Property” on page 362. (2) Trademarks (Applied for and objected/opposed/abandoned) 534Sr. Trademark / Class / Application No. Copyright applied Logo Status Category no. for 1 Mumbai Chaska Class 32 4116707 Opposed 2 Royal Chaska Class 29 5292612 Abandoned* 3 Royal Chaska Class 30 5292616 Abandoned* 4 In-Din Chaska Class 29 5292614 Abandoned* 5 In-Din Chaska Class 30 5292617 Abandoned* 6 Indian Chaska Class 30 5292618 Opposed 7 Artistic Blixo 142654 Objected Work 8 Artistic Saniq 142655 Objected Work Artistic 9 Tidyflush 142656 Objected Work Artistic 10 Tidymax 142657 Objected Work Artistic 11 Washybar 142658 Objected Work Artistic 12 Blue Commando 142659 Objected Work Artistic 13 Yelo 142660 Work Objected Artistic 14 Ye-lo 142661 work Objected Artistic 15 R Care 142662 work Objected 535Sr. Trademark / Class / Application No. Copyright applied Logo Status Category no. for Artistic 16 BrightWave work 142624 Objected Note: An abandoned trademark refers to an application that is considered discontinued due to the applicant's failure to remedy a default in the prosecution process within a specified time. C. Material approvals or renewals for which applications are currently pending before relevant authorities Except as disclosed below, there are no material approvals or renewals which have been applied for and have not been received by our Company: Name of approval Name of the Date of Application Authority applied to Unit Consent to operate under the Facility 1 March 27, 2025 Maharashtra Pollution provisions of the Water Control Board (Prevention and Control of (“MPCB”) Pollution) Act, 1974 (“Water Act”), Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) and Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008, D. Material approvals expired and renewals to be applied for As on the date of this Prospectus, there are no material approvals expired and renewals to be applied for. E. Material Approvals required but not applied for or obtained (i) Contract labour licenses for our Facility 2 and Facility 3 situated in Kutch, Gujarat. (ii) Licenses to sell, stock or exhibit for sale or distribution of insecticides issued by the Licensing Authority (Agriculture Officer), Government of Maharashtra under the Insecticides Act, 1968 in respect of two recently opened stores situated in the state of Maharashtra. 536OUR GROUP COMPANIES In terms of the SEBI ICDR Regulations, the term ‘group companies’ for the purpose of disclosure in this Prospectus, includes: (i) such companies (other than promoters and subsidiaries, if any) with which there were related party transactions during the period for which the Restated Financial Statements has been included in this Prospectus, i.e., financial years 2022, 2023, and 2024 as covered under the applicable accounting standards; and (ii) such other companies as considered material by the Board, pursuant to the Materiality Policy. For the purposes of (ii) above, our Board in its meeting held on March 10, 2025has adopted the Materiality Policy and has considered group companies of our Company to be such companies (other than the companies covered under (i) above) that are a part of the Promoter Group (in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations), with which there were transactions with our Company in the most recent financial year and stub period, if any, to be included in the Offer Documents (“Test Period”) which individually or cumulatively in value, exceed 5% of the total restated revenue from operations of our Company from the Test Period or 10% of the net- worth of our Company during the Test Period, whichever is lower. Accordingly, basis the parameters outlined above, as on the date of this Prospectus, the following companies have been identified as our Group Companies: 1. PRPL Garments Private Limited 2. Patel Maritime (India) Private Limited In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Companies for the last three fiscals, extracted from their respective audited financial statements (as applicable) are available at the websites indicated below. Our Company has provided links to such website solely to comply with the requirements specified under the SEBI ICDR Regulations. Such information should not be considered as part of information that any investor should consider before making any investment decision Details of our Group Companies The details of our Group Companies are provided below: 1. PRPL Garments Private Limited In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements of our Group Companies for the preceding three (3) years shall be hosted on the website of our Company: (i) Reserves (excluding revaluation reserves); (ii) Sales; (iii) Profit after tax; (iv) Earnings per share; (v) Diluted earnings per share; and (vi) Net asset value. Registered Office The registered office of PRPL Garments Private Limited is situated at FL No-11, Shidhi Vinayak Aprt, Wadavali Section, Ambernath (East), Ambernath- 421501, Maharashtra, India. Financial Information The financial information derived from the audited financial statements of PRPL Garments Private Limited for the last three (3) financial years i.e., March 31, 2024, March 31, 2023, and March 31, 2022, as required by the SEBI ICDR Regulations, is available on our Company’s website at https://patelrpl.in/, since it does not have its own website. 5372. Patel Maritime (India) Private Limited In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements of our Group Company for the preceding three (3) years shall be hosted on the website of our Company: (i) Reserves (excluding revaluation reserves); (ii) Sales; (iii) Profit after tax; (iv) Earnings per share; (v) Diluted earnings per share; and (vi) Net asset value. Registered Office The registered office of Patel Maritime (India) Private Limited is situated at Shop No 10, Sawant Arcade Shiv Mandir Road, Ambernath East, Ambernath, Thane, Ambernath, Thane, Ambarnath, Maharashtra, India, 421501. Financial Information The financial information derived from the audited financial statements of Patel Maritime (India) Private Limited for the last three (3) financial years i.e., March 31, 2024, March 31, 2023, and March 31, 2022, as required by the SEBI ICDR Regulations, is available on our Company’s website at https://patelrpl.in/, since it does not have its own website. Nature and extent of interest of Group Companies In the promotion of our Company Our Group Companies dos not have any interest in the promotion of our Company. In the properties acquired by our Company in the past three (3) years prior to filing this Prospectus or proposed to be acquired by our Company Our Group Companies do not have any interest in the properties acquired by our Company in the past three (3) years preceding the filing of this Prospectus or proposed to be acquired by our Company. In transactions for acquisition of land, construction of building and supply of machinery, etc. Our Group Companies are not interested in any transactions for acquisition of land, construction of building, or supply of machinery. Common pursuits among the Group Companies and our Company There are no common pursuits among our Company and our Group Companies. Related Business Transactions within the Group and their significance on the financial performance of our Company Except as disclosed in “Restated Financial Statements- Note 46 - Related party disclosures” and “Summary of the Offer Document” on pages 450 and 27, there are no other related business transactions within the Group which are significant to the financial performance of our Company. Litigation Except as disclosed in “Outstanding Litigations and Material Developments” on page 520 of this Prospectus, there are no pending litigations involving our Group Companies which may have a material impact on our Company. Business interest of Group Companies Except in the ordinary course of business and as stated in “Restated Financial Statements- Note 46 - Related party disclosures” on page 450, respectively, our Group Companies do not have any business interest in our 538Company. Other confirmations As on the date of this Prospectus, our Group Companies do not have its securities listed on a stock exchange. Further, our Group Companies have not made any public or rights issue (as defined under SEBI ICDR Regulations) of securities in the three (3) years preceding the date of this Prospectus. For further details, please see “Other Regulatory and Statutory Disclosures- Capital issues in the preceding three (3) years by our Company, its listed group companies/ subsidiaries/ associates” on page 548. There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are crucial for operations of our Company) and our Group Companies and their directors. There is no conflict of interest between the lessors of the immovable properties (which are crucial for operations of our Company) and our Group Companies and their directors. 539OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer Corporate Approvals (i) The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on March 01, 2024. (ii) The Fresh Issue has been authorised by our Board pursuant to the resolution passed at its meeting dated March 01, 2024 and by our Shareholders pursuant to a special resolution dated March 07, 2024. (iii) Our Board and the IPO Committee approved the Draft Red Herring Prospectus for filing with SEBI pursuant to their resolutions dated March 29, 2024 and March 29, 2024, respectively. (iv) The Red Herring Prospectus has been approved pursuant to a resolution passed by the Board and IPO Committee on August 07, 2025 respectively. (v) This Prospectus has been approved pursuant to a resolution passed by the Board and IPO Committee on August 21, 2025 respectively (vi) A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. Authorisations by the Promoter Selling Shareholders The Promoter Selling Shareholders have, jointly and not severally, confirmed and approved their participation in the Offer in relation to their respective portion of Offered Shares, as set out below: Sr. Name of the Promoter Selling Date of consent letters Total number of Offered No. Shareholder Shares 1 Dhanji Raghavji Patel December 7, 2024 7,68,000* Equity Shares, aggregating to ₹ 1958.40 Lakhs 2 Bechar Raghavji Patel December 7, 2024 2,34,000* Equity Shares, aggregating to ₹ 596.70 Lakhs *Subject to finalisation of the Basis of Allotment. For details, please see “The Offer” on page 111. In-principle Listing Approvals Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant to their letters each dated July 26, 2024. Prohibition by SEBI or other Governmental Authorities Our Company, our Promoters (including Promoter Selling Shareholders) (severally and not jointly), members of our Promoter Group, the persons in control of our Promoters, and our Directors are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/ court. 540Our Promoters and Directors are not promoters or directors of any other company which is debarred from accessing the capital market by SEBI. Our Company, Promoters and Directors have not been declared as wilful defaulters. Our Company, Promoters and Directors have not been declared as fraudulent borrowers. Our Promoters or Directors have not been declared as fugitive economic offenders under the Fugitive Economic Offenders Act, 2018. There are no outstanding convertible securities or any other right which would entitle any person with any option to receive Equity Shares of our Company, as on the date of this Prospectus. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 Our Company, Promoter (including Promoter Selling Shareholders) (severally and not jointly), members of our Promoter Group, and the persons in control of our Promoters, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Prospectus. Directors associated with securities market None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding actions initiated by SEBI against any of our Directors, in the five (5) years preceding the date of this Prospectus. Eligibility for the Offer Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner: (i) Our Company has net tangible assets of at least ₹300 Lakhs, calculated on a restated basis, in each of the preceding three full years (of 12 months each), of which not more than fifty percent (50%) are held in monetary assets; (ii) Our Company has an average operating profit of at least ₹1500 Lakhs, calculated on a restated basis, during the preceding three years (of 12 months each), with operating profit in each of these preceding three years; (iii) Our Company has a net worth of atleast ₹100 Lakhs, in each of the preceding three full years (of 12 months each), calculated on a restated basis, (iv) Our Company has not changed its name in the last one year*, other than for deletion of the word “private” consequent to the conversion from a private limited company to a public limited company. *Note: Our Company was converted into a public limited company, approved vide shareholders’ resolution dated July 18, 2023, pursuant to which the name of our Company was changed to “Patel Retail Limited” and a fresh certificate of incorporation consequent upon change of name on conversion to public limited company was issued by the Registrar of Companies, Maharashtra, Mumbai dated August 28, 2023. For further details, please see “History and Certain Corporate Matters- Brief History of our Company” on page 406. Set forth below are our Company’s net tangible assets, monetary assets as a percentage of the net tangible assets, operating profit and net worth, derived from the Restated Financial Information included in the Red Herring Prospectus, as at and for the three immediately preceding FYs ended 2025, 2024 and 2023: (₹ in Lakhs) Particulars As at/ for the FY ended March 31, March 31, 2024 March 31, 2023 2025 Restated net tangible assets (A)(1) 13,253.32 9,241.50 7,016.38 Restated pre-tax operating profit (B)(2) 4,541.05 4,227.58 3,212.60 Average restated pre-tax operating profit for the 3,993.74 FY ended March 31, 2025, 2023 and 2022 (C) (5) Net worth (D)(3) as restated 13,457.44 9440.33 7186.92 Monetary assets(4)(E) 282.20 293.26 264.62 Monetary assets as a Percentage of the Net 2.13% 3.17 % 3.77% Tangible Assets (E/A) 541Notes: (1)Net tangible assets as restated, has been defined as the sum of total assets of the issuer, excluding right of use assets, and other intangible assets reduced by total liabilities excluding current and non-current lease liabilities and deferred tax liabilities (net) (2) Restated pre-tax operating profit represents the profit after tax for the year before finance costs, other income and tax expenses. (3) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss, after deducting the aggregate value of the accumulated losses,, deferred expenditure and miscellaneous expenditure not written off, as per the restated financial information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation as per Regulation 2(1)(hh) of the SEBI ICDR Regulations. (4)”Monetary Assets” means cash in hand, balance with bank in current and deposit account (net of bank deposits remaining maturity of more than twelve (12) months and fixed deposit held as margin money. (5) The average restated operating profit of the Company for the preceding three financial years, i.e., financial years ended March 31, 2023, March 31, 2024 and March 31, 2025. We are currently eligible to undertake the Offer as per rule 19(2)(b) of the SCRR read with regulation 6(1) of the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations, we are required to allocate: (i) not more than 30% of the Net Offer to QIBs, 5% of which shall be allocated to Mutual Funds exclusively; (ii) not less than 25% of the Net Offer to Non-Institutional Bidders; and (iii) not less than 45% of the Net Offer to RIBs, subject to valid Bids being received at or above the Offer Price. In the event we fail to do so, the full application money shall be refunded to the Bidders. Each of the Promoters (including Promoter Selling Shareholders) have, severally and not jointly, confirmed that it has held its respective portion of Offered Shares in accordance with applicable law, and that it is in compliance with Regulation 8 of the SEBI ICDR Regulations and are eligible for being offered in the Offer for Sale. Further, in accordance with regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Bidders to whom the Equity Shares will be Allotted shall be not less than 1,000, failing which, the entire application monies will be refunded forthwith, in accordance with the SEBI ICDR Regulations and applicable law. Our Company confirms that it is not ineligible to undertake the Offer in terms of regulations 5 and 7(1) of the SEBI ICDR Regulations, to the extent applicable. 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. The details of compliance with regulations 5 and 7(1) of the SEBI ICDR Regulations are as follows: (i) Our Company, our Promoter Selling Shareholders, members of our Promoter Group, our Directors are not debarred from accessing the capital market by SEBI. (ii) None of our Promoters or Directors are promoters or directors of any other company which is debarred from accessing the capital market by SEBI. (iii) None of our Company, our Promoters or Directors have been identified as a wilful defaulter or a fraudulent borrower (as defined under the SEBI ICDR Regulations). (iv) None of our Promoters or Directors have been declared as fugitive economic offenders. (v) As on the date of this Prospectus, there are no outstanding convertible securities or any right which would entitle any person with any option to receive Equity Shares of our Company. (vi) Our Company, along with the Registrar to the Offer has entered into tripartite agreements dated September 14, 2023 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares. (vii) The Equity Shares of our Company held by our Promoters are in the dematerialised form; and 542(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares existing as on the date of filing of this Prospectus. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance. Our Promoter Selling Shareholders confirm that they are in compliance with Regulation 8 of the SEBI ICDR Regulations and the Offered Shares are eligible for being offered in the Offer for Sale. (ix) There are no findings/observations of any of the inspections by SEBI or any other regulator which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already been disclosed in the offer document DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, BEING FEDEX SECURITIES PRIVATE LIMITED (“BRLM”), HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE 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 THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH 29, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THE FILING OF THE DRAFT RED HERRING PROSPECTUS, RED HERRING PROSPECTUS AND PROSPPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY AND PROMOTER SELLING SHAREHOLDERS FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to this Offer have been complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of section 32 of the Companies Act and have been complied with at the time of filing of this Prospectus with the RoC in terms of sections 26, 32, 33(1) and 33(2) of the Companies Act. Disclaimer from our Company, Promoter Selling Shareholders, Directors and the Book Running Lead Manager Our Company, our Directors, our Promoter Selling Shareholders and the BRLM accept no responsibility for statements made otherwise than in this Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance any other source of information, including our Company’s website- https://patelrpl.in/, would be doing so at their own risk. The Promoter Selling Shareholders accept no responsibility for any statements made in this Prospectus other than 543those statements or undertakings specifically made or confirmed by such Promoter Selling Shareholders in relation to themselves or their portion of Offered Shares. The BRLM accepts no responsibility, save to the limited extent as provided in the Offer Agreement and as will be provided in the Underwriting Agreement. All information, to the extent required in relation to this Offer, shall be made available by our Company, the Promoter Selling Shareholders and the BRLM to the Bidders and public at large and no selective or additional information would be available for a section of the Bidders in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding Centres or elsewhere. Bidders who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholders, the Underwriters and their respective directors, partners, designated partners, trustees, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not 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, our Promoter Selling Shareholders, the Underwriters and their respective directors, partners, designated partners, trustees, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. Neither our Company or BRLM or any member of the Syndicate shall be liable for any failure in (i) uploading the Bids due to faults in any software or hardware system or otherwise or (ii) the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Banks on account of any errors, omissions or non- compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. The BRLM and its respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for our Company, our Group Companies and their respective affiliates or associates or third parties, our Promoters (including Promoter Selling Shareholders), members of the Promoter Group, and their respective affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, our Promoter Selling Shareholders, and their respective affiliates or associates or third parties, for which they have received, and may in the future receive compensation. Disclaimer in respect of Jurisdiction This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, as amended), HUFs, companies, corporate bodies and societies registered under applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds registered with SEBI, domestic financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from RBI), systemically important NBFCs or trusts under applicable trust law and who are authorised under their constitution to hold and invest in equity shares, public financial institutions as specified in section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable law) and pension funds (subject to applicable law), National Investment Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI, and permitted Non-Residents including FPIs and Eligible NRIs, AIFs, FVCIs (under Schedule I of the FEM NDI Rules) and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares. This Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to or purchase the Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person in whose possession this Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus. Any dispute arising out of the Offer will be subject to the jurisdiction of the appropriate court(s) in Mumbai, 544Maharashtra, India only. No action has been, or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Prospectus has been filed with SEBI for its observations. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any offer or sale hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date of this Prospectus or that the information contained herein is correct as of any time subsequent to this date. Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India. Eligibility and Transfer Restrictions The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act, as amended 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, such Equity Shares are being offered and sold outside of the United States in “offshore transactions”, as defined in and in reliance on Regulation S of the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur / are made. Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Disclaimer Clause of BSE As required, a copy of this Prospectus shall be submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of the Red Herring Prospectus is set forth below: “BSE Limited (“the Exchange”} has given vide its letter dated July 26, 2024, permission to this Company to use the Exchange’s name in this offer document as one of the stock exchanges on which this company's securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner: - a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company. and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person 545consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever”. Disclaimer Clause of the NSE As required, a copy of this Prospectus shall be submitted to NSE. The disclaimer clause as intimated by NSE to our Company, post scrutiny of the Red Herring Prospectus is set forth as follows: “As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/3699 dated July 26, 2024, permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.” Disclaimer from the Promoters Selling Shareholders The Promoter Selling Shareholders accept no responsibility for statements made otherwise than in this Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information would be doing so at his or her own risk. Each of the Promoter Selling Shareholder, its directors, affiliates, associates, and officers, as applicable, accept no responsibility for any statements made in this Prospectus other than those specifically made or confirmed by such Promoter Selling Shareholder in relation to itself as a Promoter Selling Shareholder and with respect to its Offered Shares. The Promoter Selling Shareholders shall not be liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or otherwise; or (ii) the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Banks on account of any errors, omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. Bidders will be required to confirm and will be deemed to have represented to each of the Promoter Selling Shareholder and/or its 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 sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. The Promoter Selling Shareholders and/or its 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. Listing The Equity Shares offered through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and the NSE (“Stock Exchanges”). Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. NSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalised. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three (3) Working Days from the Bid/ Offer Closing Date or within such period as may be prescribed by SEBI. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, 546our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. Each of the Promoter Selling Shareholders, severally and not jointly, confirm that it shall extend reasonable support and co-operation (to the extent of its portion of the Offered Shares) as required by law for the completion of necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges, within three (3) Working Days from the Bid/ Offer Closing Date or within such other period as may be prescribed by SEBI. If our Company does not Allot the Equity Shares pursuant to the Offer within such within such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate prescribed under applicable law. For avoidance of doubt, no liability to make any payment of interest or expenses shall accrue to any Promoter Selling Shareholder unless the delay in making any of the payments/refund hereunder or the delay in obtaining listing or trading approvals or any other approvals in relation to the Offer is caused solely by, and is directly attributable to, an act or omission of such Promoter Selling Shareholder and to the extent of their portion of the Offered Shares. 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 – 1. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or 2. 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 3. 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 includes imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest, such term shall not be less than three (3) years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. Consents Consents in writing of the (a) Promoter Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, our Statutory Auditor, Independent Chartered Engineer, Chief Executive Officer, Chief Financial Officer, Legal Counsel to our Company as to Indian law, the Bankers to our Company, the BRLM, D&B and Registrar to the Offer, to act in their respective capacities, have been obtained; and (b) the Syndicate Member, Banker to the Offer (Escrow Collection Bank, Public Offer Account Bank, Sponsor Bank(s) and Refund Bank(s)) and Monitoring Agency to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under Companies Act. Further, consents received prior to filing of this Prospectus have not been withdrawn up to the time of delivery of this Prospectus with SEBI. Experts to the Offer Except as stated below, our Company has not obtained any expert opinions: (i) Our Company has received written consent dated June 24, 2025 from Kanu Doshi Associates LLP, Chartered Accountants, to include their name as required under section 26 of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) certificate on Key Performance Indicators dated June 24, 2025, (ii) examination report dated June 16, 2025relating to the Restated Financial Information; and (iii) report dated June 24, 2025on the statement of possible special tax benefits, included in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 547(ii) Our Company has also received written consent dated June 10, 2025, 2024 from V N Talithaya, Chartered Engineer to include their name as required under section 26 of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, and in their capacity as independent chartered engineer in respect to their certificate dated June 10, 2025, 2024 on our Company’s manufacturing capacity and its utilization at our manufacturing facilities. Such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an ‘expert’ under the U.S. Securities Act. Particulars regarding public or rights issues by our Company during the last five (5) years Our Company has not made any public issue or rights issue during the last 5 (five) years immediately preceding the date of this Prospectus. For details, please see “Capital Structure” on page 128. Commission or brokerage paid on previous issues in the last five (5) years Since this is the initial public offering of the Equity Shares, no sum has been paid or is payable as commission or brokerage by our Company for subscribing to or procuring or agreeing to procure public subscription for any of our Equity Shares in the last five (5) years preceding the date of this Prospectus. Capital issues in the preceding three (3) years by our Company, its listed group companies / subsidiaries / associates Except as disclosed in “Capital Structure- Notes to Capital Structure- Share Capital of our Company” on page 129, our Company has not made any capital issuances during the three (3) years preceding the date of this Prospectus. As on the date of this Prospectus, our Company does not have any listed subsidiary or group company or associate. Performance vis-à-vis Objects- Public / Rights issue of our Company Our Company has not made any public issue or rights issue in the last five (5) years immediately preceding the date of this Prospectus. Performance vis-à-vis Objects –Public / Rights issue of listed subsidiaries/ listed promoters As on the date of this Prospectus, our Company does not have a listed subsidiary or a listed Promoter. [The remainder of this page is intentionally left blank] 548Price Information of past issues handled by the Book Running Lead Manager- Fedex Securities Private Limited Fedex Securities Private Limited 1. Price information of past issues handled by Fedex Securities Private Limited (during the current Financial Year and two Financial Years preceding the current Financial Year) +/- % change in closing +/- % change in closing +/- % change in closing Issue Price price, [+/- % change in price, [+/- % change in Issue Size Opening price price, [+/- % change in Sr. No. Issue Name (₹) Listing date closing benchmark]- closing benchmark]- (Cr) on listing date closing benchmark]- 30th calendar days from 90th calendar days from 180th calendar days listing listing from listing MAINBOARD IPO Mukka Proteins 35.54% 11.07% 65.25% 1. 224.00 28.00 March 07, 2024 40.00 Limited 0.09% (2.71) % 12.38% Deepak Builders & (23.19)% (18.83) % (30.89) % 2. Engineers India 260.043 203.00 October 28,2024 200.00 (0.59)% (6.38)% (1.23) % Limited SME IPO 3. Vruddhi Engineering 99.71% 344.14% 212.07% 4.76 70.00 April 03, 2024 71.00 Works Ltd 0.99% 7.58% 14.11% 4. Finelistings (52.89) % (58.14%) (52.11%) 13.53 123.00 May 14, 2024 127 Technologies Limited 4.79 % 8.95% 8.74% 5. Magenta Lifecare 15.26% (14.29%) (24.11)% 7.00 35.00 June 12, 2024 45 Limited 4.30% 6.47% 6.40% 6. Broach Lifecare 12.04% 15.64% (8.64%) Hospital Limited 4.02 25.00 August 21, 2024 47.50 2.82% (4.41 %) (6.07%) 7. Boss Packaging September 06, (2.88%) (17.73)% (37.88%) 8.40 66.00 82.50 Solutions Limited 2024 (0.23%) (1.55)% (10.12%) 8. Naturewings Holidays September 10, (28.04%) 29.59% (28.38 %) 7.03 74.00 95.00 Limited 2024 (0.55%) (0.50)% (9.53 %) 9. Hvax Technologies October 07, 33.96% 88.41% 32.10% 33.52 458.00 486.00 Limited 2024 (2.35%) (4.76)% (7.63)% 10. Royal Arc Electrodes February 24, 6.62 % 36.67% 36.00 120 120.00 Not Applicable Limited 2025 4.95% 10.08% Source: All share price data is from www.bseindia.com and www.nseindia.com 549Notes: i. Opening price information as disclosed on the website of the Designated Stock Exchange. ii. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange. iii. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX 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. iv. In case 30th/90th/180th day is not a trading day, closing price on BSE/NSE of the next trading day has been considered. v. In case 30th/90th/180th days, scrips are not traded then last trading price has been considered. vi. This disclosure is restricted to last 10 issues handled by the Book Running Lead Manager. 2. Summary statement of price information of past issues handled by Fedex Securities Private Limited 3. Financial Total Total funds Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at year no. Raised (₹ in discount on 30th Calendar premium on 30th Calendar discount on 180th Calendar premium on 180th Calendar of Lakhs) Day from listing date Day from listing date Day from listing date Day from listing date IPO* Over Between Less than Over Between 25- Less Over Between 25- Less Over Between 25- Less 50% 25-50% 25% 50% 50% than 50% 50% than 50% 50% Than 25% 25% 25% Main Board *FY 2023-24 1 22,400 - - - - 1 - - - - 1 - - **FY 2024-25 1 26,004.3 - - 1 - - - - - - - 1 - FY 2025-26 - - - - - - - - - - - - - - SME Platform *FY 2023-24 13 31,752 - 4 3 3 2 1 - 3 3 2 2 3 **FY 2024-25 9 11,987 1 1 2 1 1 3 1 3 2 2 - - FY 2025-26 - - - - - - - - - - - - - - *The scripts of Pattech Fitwell Tube Components Limited, Yasons Chemex Care Limited, Pramara Promotions Limited, Kundan Edifice Limited, Oneclick Logistics India Limited, Sharp Chucks and Machines Limited, Committed Cargo Care Limited, KK shah Hospitals, IBL Finance Limited, Docmode Health Technologies Limited, Baweja Studios Limited, Polysil Irrigation Systems Limited, Deem Roll-Tech Limited & Mukka Proteins Limited were listed on April 21, 2023, August 03, 2023, September 13, 2023, September 26, 2023, October 11, 2023, October 12, 2023, October 18, 2023, November 6, 2023, January 16, 2024, February 02, 2024, February 06, 2024, February 16, 2024, February 27, 2024 & March 07, 2024, respectively. ** The scripts of Gconnect Logitech and Supply Chain Limited and Vruddhi Engineering Works Limited were listed on April 03, 2024. The scripts of Finelistings Technologies Limited, Magenta Lifecare Limited, Broach Lifecare Hospital Limited, Boss Packaging Solutions Limited and Naturewings Holidays Limited were listed on May 14, 2024, June 12, 2024, August 21, 2024, September 6, 2024 and September 10, 2024, respectively. The scripts of Hvax Technologies Limited and Deepak Builders & Engineers India Limited were listed on October 7, 2024 and October 28, 2024, respectively. The script of Royal Arc Electrodes Limited was listed on February 24, 2025 and has not completed 180 days. Source: www.nseindia.com and www.bseindia.com Notes: (a) The information is as on the date of this Issue document (b) The information for each of the financial years is based on issues listed during such financial year. (c) Since 30 or 180 calendar days from listing date has not elapsed for few issues, hence data for same is not available. 550Track record of past issues handled by the Book Running Lead Manager For details regarding the track record of the BRLM, as specified in circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the website of the BRLM, as set forth in the table below: Sr. Name of the BRLM Website No. 1 Fedex Securities Private Limited http://www.fedsec.in/ For further details in relation to the BRLM, please see “General Information- Book Running Lead Manager” on page 119. Stock Market Data of the Equity Shares This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity Shares. Mechanism for redressal of Investor Grievances SEBI, by way of its Master Circular No: SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (“June 2023 Circular”), Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021 Circular”) as amended by its circular dated April 20, 2022, 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. Subsequently, by way of its Circular dated June 2, 2021 (“June 2021 Circular”) and its Circular dated April 20, 2022 (“April 2022 Circular”), SEBI modified the process timelines and extended the implementation timelines for certain measures introduced by the March 2021 Circular. Pursuant to the March 2021 Circular read with the June 2021 Circular and the April 2022 Circular, SEBI has prescribed certain mechanisms to ensure proper management of investor issues arising out of the UPI Mechanism, including: (i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts and invoice in the inbox by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) hosting of a web portal by the Sponsor Bank(s) containing statistical details of mandate blocks/unblocks; (iv) limiting the facility of reinitiating UPI Bids to Syndicate Member only to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for non-allotted/ partially allotted applications is completed by the closing hours of one (1) Working Day subsequent to the finalisation of the Basis of Allotment. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018; SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 Dated May 30, 2022. Separately, pursuant to the March 2021 Circular, the following compensation mechanism shall be applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant SCSBs shall be liable to compensate the investor: Scenario Compensation amount Compensation period Delayed unblock for cancelled / ₹100 per day or 15% per annum of From the date on which the request withdrawn / deleted applications the Bid Amount, whichever is for cancellation / withdrawal / higher deletion is placed on the bidding 551platform of the Stock Exchanges till the date of actual unblock Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple the same Bid made through the funds other than the original amounts were blocked till the date UPI Mechanism application amount; and of actual unblock 2. ₹100/- per day or 15% per annum of the total cumulative blocked amount except the original Bid Amount, whichever is higher Blocking more than the Bid 1. Instantly revoke the difference From the date on which the funds Amount amount i.e., blocked amount to the excess of the Bid Amount less the Bid Amount; and were blocked till the date of actual 2. ₹100/- per day or 15% per unblock annum of the difference amount, whichever is higher Delayed unblock for non- Allotted ₹100 per day or 15% per annum of From the Working Day subsequent / partially Allotted applications the Bid Amount, whichever is to the finalisation of the Basis of higher Allotment till the date of actual unblock Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from the investor, for each day delayed, the post-Offer BRLM shall be liable to compensate the investor by ₹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. The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight (8) years from the date of listing and commencement of trading of the Equity Shares, or any such other later period as may be prescribed under the applicable law, to enable the Bidders to approach the Registrar to the Offer for redressal of their grievances. All grievances in relation to the Bidding process (other than of Anchor Investors) may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked, and the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the Registrar to the Offer. Anchor Investors are required to address all grievances in relation to the Offer to the BRLM. The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders. Our Company, the BRLM and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with their obligations under the applicable SEBI ICDR Regulations. Bidders/ Investors can contact our Company Secretary and 552Compliance Officer or the Registrar to the Offer in case any pre-Offer or post-Offer related problem such as non-receipt of letter of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode. For all Offer related queries and for redressal of complaints, Bidders may also write to the BRLM. For helpline details of the BRLM pursuant to the March 2021 Circular, please see “General Information- Book Running Lead Manager” on page 119. Disposal of Investor Grievances by our Company Our Company has obtained SCORES authentication in compliance with the SEBI Circular No: CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI Circular No: SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 and SEBI Circular No: SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances through SCORES. Our Company has also constituted a Stakeholders Relationship Committee to review and redress the grievances of the security holders of our Company. For further details, please see “Our Management – Board Committees – Stakeholders Relationship Committee” on page 433. Our Company has also appointed Prasad R Khopkar, Company Secretary of our Company, as the Compliance Officer for the Offer. For further details, please see “General Information- Company Secretary and Compliance Officer” on page 119. Our Company has not received any investor grievances in the last three (3) Financial Years preceding the date of this Prospectus. Further, there are no investor complaints in relation to our Company pending as on the date of this Prospectus. Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be ten (10) Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Each of the Promoter Selling Shareholders, severally and not jointly, has authorised our Company Secretary and Compliance Officer of the Company, and the Registrar to the Offer to redress any complaints received from the Bidders in respect of the Offer for Sale. Investors can contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode etc. Outstanding Debentures, Bonds or Redeemable Preference Shares As on the date of this Prospectus, our Company does not have any outstanding debentures, bonds or redeemable preference shares. Partly Paid-Up Shares As on the date of this Prospectus, there are no partly paid-up Equity Shares of our Company. Fees Payable to the Syndicate The total fees payable to the Syndicate (including underwriting commission and selling commission and reimbursement of their out-of-pocket expense) will be as per the Syndicate Agreement. For details of the Offer expenses, please see “Objects of the Offer” on page 150. Commission payable to SCSBs, Registered Brokers, CRTAs and CDPs For details of the commission payable to SCBS, Registered Brokers, CRTAs and CDPs, please see “Objects of the Offer” on page 150. 553Disposal of investor grievances by listed subsidiary(ies) As on the date of this Prospectus, our Company does not have a listed subsidiary. Capitalization of Reserves or Profits Except for bonus issue of its Equity Shares, our Company has not capitalized its reserves or profits at any time during the 5 (five) years immediately preceding the date of this Prospectus Revaluation of Assets Our Company has not revalued its assets since its incorporation. Other confirmation Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the initial public offer, except for fees or commission for services rendered in relation to the Offer. Exemption from complying with the provisions of securities laws, if any, granted by SEBI As on the date of this Prospectus, our Company has not sought any exemption nor has been granted any exemption from complying with any provisions of securities laws from SEBI. 554SECTION VII- OFFER RELATED INFORMATION TERMS OF THE OFFER The Equity Shares being issued, offered, Allotted and transferred pursuant to the Offer will be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the SCRA, the SCRR, our Memorandum of Association and Articles of Association, the terms of the Red Herring Prospectus, this Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN, any other terms and conditions as may be incorporated in the CAN, Allotment Advice and other documents and certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, offer for sale, and listing and trading of securities, issued from time to time by the SEBI, GoI, Stock Exchanges, the RoC, the RBI and/or other authorities, as in force on the date of this Offer and to the extent applicable, or such other conditions as maybe prescribed by such governmental, statutory and/or regulatory authority while granting their 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. Expenses for the Offer shall be shared amongst our Company and each of the Promoter Selling Shareholders in the manner agreed to among our Company and the Promoter Selling Shareholders and in accordance with applicable law. For further details, please see “Objects of the Offer” on page 150. Employee Discount Employee Discount of 7.84 % to the Offer Price (equivalent to ₹ 20 per Equity Share) offered to the Eligible Employees Bidding in the Employee Reservation Portion in accordance with the SEBI ICDR Regulations and details of which was announced at least two (2) Working Days prior to the Bid/Offer Opening Date. Ranking of the Equity Shares The Equity Shares being offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, our Memorandum and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of rights to receive dividends, voting and other corporate benefits, if any, declared by our Company after the date of Allotment, in accordance with applicable law. For further details, please see “Description of Equity Shares and Terms of the Articles of Association” on page 600. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to the Shareholders of our Company, as per the provisions of the Companies Act, the SEBI Listing Regulations, our Memorandum of Association and Articles of Association, and other applicable law including guidelines or directives that may be issued by the Government of India in this respect. All dividends, if any, declared by our Company after the date of Allotment (including pursuant to the transfer of Equity Shares in the Offer for Sale in this Offer), will be payable to the Allottees who have been Allotted Equity Shares in the Offer, in accordance with applicable law. For further details in relation to dividends, please see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association” on pages 449 and 600, respectively. Face Value, Offer Price, Floor Price and Price Band The face value of each Equity Share is ₹10 and the Offer Price is ₹ 255 per Equity Share. The Floor Price is ₹ 237 per Equity Share and the Cap Price is ₹ 255 per Equity Share, being the Price Band. The Anchor Investor Price is ₹ 255 per Equity Share. 555The Offer Price, Pre-Offer and Price Band advertisements and the minimum Bid Lot for the Offer was decided by our Company in accordance with applicable law, and in consultation with the BRLM, and was notified , in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and all editions of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located) at least two (2) Working Days prior to the Bid/Offer Opening Date respectively, and shall made available to the Stock Exchanges for the purpose of uploading the same on their respective websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, was pre-filled in the Bid cum Application Forms available at the respective websites of the Stock Exchanges. The Cap Price shall be atleast 105% of the Floor Price. The Offer Price was determined by our Company in compliance with the SEBI ICDR Regulations, and in consultation with the BRLM, after the Bid/Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process. At any given point in time, there will be only one denomination for the Equity Shares. Compliance with SEBI ICDR Regulations Our Company shall comply with all applicable requirements of the SEBI ICDR Regulations from time to time. Compliance with disclosure and accounting norms Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time. Rights of the Shareholders Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles of Association, our Shareholders will have the following rights: (i) Right to receive dividends, if declared; (ii) Right to attend general meetings and exercise voting powers, unless prohibited by law; (iii) Right to vote on a poll either in person or by proxy or e-voting in accordance with the provisions of the Companies Act; (iv) Right to receive offers for rights shares and be allotted bonus shares, if announced; (v) Right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied; (vi) Right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and other applicable laws including rules framed by RBI; and (vii) Such other rights as may be available to a shareholder of a listed public company under applicable law including the Companies Act, the SEBI Listing Regulations, and our Memorandum of Association and Articles of Association. For a detailed description of the main provisions of our Articles of Association of our Company relating to voting rights, dividend, forfeiture, lien, transfer, transmission, and/or consolidation/ splitting, please see “Description of Equity Shares and Terms of the Articles of Association” on page 600. Allotment of Equity Shares only in Dematerialised Form Pursuant to section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares will be Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can be applied for in dematerialised form only. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, our Company has entered into the following agreements: 556(i) Tripartite agreement dated September 14, 2023 among NSDL, our Company and the Registrar to the Offer; and (ii) Tripartite agreement dated September 14, 2023 among CDSL, our Company and Registrar to the Offer. The Company’s Equity Shares bear ISIN INE0R8B01010. For details in relation to the Basis of Allotment, please see “Offer Procedure” on page 571. Market Lot and Trading Lot Since the trading of our Equity Shares on the Stock Exchanges is in dematerialised form, the tradable lot is one Equity Share. Allotment of Equity Shares in the Offer will be only in dematerialised form in multiples of 58 Equity Shares of face value ₹ 10 each, subject to a minimum Allotment of 58 Equity Shares of face value ₹ 10 each. For further details, please see “Offer Procedure” on page 571. Jurisdiction The courts of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to this Offer. Joint holders Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of any Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship. Period of operation of subscription list Please see “Bid/ Offer Programme” on page 558. Nomination facility to Bidders In accordance with section 72 of the Companies Act, read with Companies (Share Capital and Debentures) Rules, 2014, as amended, the sole 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, the 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 death of the original holder(s), shall in accordance with section 72 of the Companies Act, be entitled to the same advantages/ benefits to which such person would be entitled if such person 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 the Equity Share(s), in the event of the holder’s death during the minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the holder of such Equity Share(s)/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 or variation to our Company in the prescribed form. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be made only on the prescribed form, which is available on request at our Registered and Corporate Office or with the Registrar and Share transfer agent. Any person who becomes a nominee by virtue of section 72 of the Companies Act as mentioned above, shall, upon the production of such evidence as may be required by our Board, elect either: (i) to register himself or herself as holder of Equity Shares; or (ii) to make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our 557Board may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there shall be no requirement for a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective Collecting Depository Participants. Bid/Offer Programme BID/OFFER OPENED ON TUESDAY, AUGUST 19, 2025(1) BID/OFFER CLOSED ON THURSDAY, AUGUST 21, 2025(2) (1) . The Anchor Investor Bid/Offer Period WAS one (1) Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations. (2) UPI mandate end time and date was at 5.00 p.m. on Bid/Offer Closing Date. An indicative timetable in respect of the Offer is set out below: Event Indicative Date Bid/ Offer Closing Date THURSDAY, AUGUST 21, 2025 Finalisation of Basis of Allotment with the On or about FRIDAY, AUGUST 22, 2025 Designated Stock Exchange Initiation of refunds (if any, for Anchor On or about MONDAY, AUGUST 25, 2025 Investors)/ Unblocking of Funds from ASBA Account* Credit of Equity Shares to demat accounts of On or about MONDAY, AUGUST 25, 2025 Allottees Commencement of trading of the Equity Shares On or about TUESDAY, AUGUST 26, 2025 on the Stock Exchanges *In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation / withdrawal / deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-Allotted / partially Allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid /Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLM shall, in its 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 Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended, SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI Circular No: SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022, and SEBI Master Circular No: SEBI/HO/CFD/PoD-2/P/CIR/ 2023/00094 dated June 21, 2023 and SEBI Circular No: SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, 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 on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. The above timetable is indicative and does not constitute any obligation or liability on our Company, the Promoter Selling Shareholders or the BRLM. 558While our Company and the Promoter Selling Shareholders shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days of the Bid/ Offer Closing Date or such period as may be prescribed by SEBI, with reasonable support and co-operation of the Promoter Selling Shareholders, as may be required in respect of the Offered Shares, the timetable may be extended due to various factors, such as extension of the Bid/Offer Period by our Company, in consultation with the BRLM, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges, and delay in respect of final certificates from SCSBs. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. Each Promoter Selling Shareholder, severally and not jointly, confirms that they shall extend such reasonable co-operation requested by our Company and/or the BRLM, for the timely completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the Bid/Offer Closing Date or within such other period, as may be prescribed by SEBI. SEBI vide Circular No: SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for initial public offerings (“IPO”). 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 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 No: SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three (3) Working Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Any circulars or notifications from SEBI after the date of this Prospectus may result in changes to the above-mentioned timelines. Further, the offer procedure is subject to change based on any revised SEBI circulars to this effect. Submission of Bids (other than Bids from Anchor Investors) Bid/ Offer Period (except the Bid/Offer Closing Date)* Submission and Revision in Bids Only between 10.00 a.m. and 5:00 p.m. IST Bid/ Offer Closing Date Submission of electronic applications (Online Only between 10.00 a.m. and up to 5:00 p.m. IST ASBA through 3-in-1 accounts) for RIBs and Eligible Employees Bidding in the Employee Reservation Portion Submission of electronic applications (Bank Only between 10.00 a.m. and up to 4:00 p.m. IST ASBA through online channels like internet banking, mobile banking and syndicate ASBA applications through UPI as a payment mechanism where Bid Amount is up to ₹5,00,000) Submission of electronic applications Only between 10.00 a.m. and up to 3:00 p.m. IST (Syndicate Non-Retail, Non-Individual applications) Submission of physical applications Only between 10.00 a.m. and up to 1:00 p.m. IST Submission of physical applications (Syndicate Only between 10.00 a.m. and up to 12:00 p.m. IST Non-Retail, Non-Individual applications where Bid amount is more than ₹5,00,000) 559Modification / Revision / Cancellation of Bids Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/ Institutional Bidders categories# Offer Closing Date Upward or downward Revision of Bids or Only between 10:00 a.m. and up to 5:00 p.m. IST cancellation of Bids by RIBs and Eligible Employees Bidding in the Employee Reservation Portion *UPI mandate end time was at 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 were required to 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 RIBs and Eligible Employees Bidding in the Employee Reservation Portion. On the Bid/Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received by Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and as reported by the BRLM to the Stock Exchanges. The Registrar to the Offer shall submit the details of cancelled / withdrawn / deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the BRLM and the Registrar to the Offer on a daily basis, as per the format prescribed in March 2021 Circular and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. To avoid duplication, the facility of re-initiation provided to Syndicate Member shall preferably be allowed only once per Bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is clarified that Bids 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 1:00 p.m. IST on the Bid/Offer Closing Date. Any reference to a particular time mentioned in this Prospectus is a reference to 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 in India, it may lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded on the electronic bidding system will not be considered for allocation under this Offer. Bids and any revision to the Bids will be accepted only during Working Days, during the Bid/Offer Period. Bids will be accepted only during Monday to Friday (excluding any public holiday), during the Bid/Offer Period. Bidders 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, Sundays 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. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 p.m. 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. Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Offer Period, in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap 560Price will be revised accordingly. The Floor Price shall not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be atleast 105% of the Floor Price and less than or equal to 120% of the Floor Price. 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. A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Eligible Employee Reservation Portion. In case of any revision in the Price Band, the Bid/Offer Period shall be extended by at least three (3) additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding ten (10) Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with the BRLM may, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three (3) Working Days, subject to the Bid/Offer Period not exceeding ten (10) Working Days, in compliance with the SEBI ICDR Regulations. 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 press release, and also by indicating the change on the respective websites of the BRLM and at the terminals of the Syndicate Member and by intimation to the Self Certified Syndicate Banks, other Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid lot shall remain the same. In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the purpose of Allotment. Minimum Subscription In the event our Company does not receive (i) the minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of underwriters, as applicable, within sixty (60) days from the date of Bid/Offer Closing Date; or (ii) a minimum subscription of 90% of the Fresh Issue on the Bid/Offer Closing Date; or (iii) if the subscription level falls below aforementioned minimum subscription after the Bid/ Offer Closing Date, due to withdrawal of Bids; or after technical rejections or any other reason; or (iv) if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares so offered under the Red Herring Prospectus, our Company shall forthwith refund the entire subscription amount received, in accordance with applicable law including the SEBI Circular No: SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and the SEBI Master Circular No: SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. If there is a delay beyond the prescribed time after our Company becomes liable to pay the amount, our Company and the Promoter Selling Shareholders to the extent applicable, shall pay interest prescribed under the applicable law. No liability to make any payment of interest shall accrue to any Promoter Selling Shareholder unless any delay in making any of the payments hereunder or any delay in obtaining listing and/or trading approvals or any other approvals in relation to the Offer is caused solely by, and is directly attributable to, an act or omission of such Promoter Selling Shareholder and to the extent of its portion of the Offered Shares Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of undersubscription in the Offer, Equity Shares up to 90% of the Fresh Issue (“Minimum Subscription”) will be issued prior to the sale of Equity Shares in the Offer for Sale, provided that the balance subscription in the Offer will be met in the following order of priority (i) such number of Equity Shares will first be Allotted by the Company such that 90% of the Fresh Issue portion is subscribed; (ii) upon (i), all the Equity Shares held by the Promoter Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in proportion to the 561Offered Shares being offered by each Promoter Selling Shareholder); and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by the Company towards the balance 10% of the Fresh Issue portion. Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders and subscription money will be refunded. In case of delay, if any, in unblocking the ASBA Accounts (including amounts blocked through the UPI Mechanism) within such timeline as prescribed under applicable laws, our Company and the Promoter Selling Shareholders shall be liable to pay interest on the application money in accordance with applicable laws. Arrangements for disposal of odd lots Since our Equity Shares will be traded in dematerialised form only, and the market lot for the Equity Shares will be one Equity Share, there are no arrangements for disposal of odd lots. New Financial Instruments Our Company is not issuing any new financial instruments through this Offer. Option to receive Equity Shares in Dematerialized Form Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized segment of the Stock Exchanges. Restrictions, if any, on Transfer and Transmission of Equity Shares Except for the lock-in of pre-Offer Equity Share capital of our Company, the Promoters’ Contribution and Equity Shares allotted to Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 128 and except as provided in our Articles of Association as detailed in “Description of Equity Shares and Terms of the Articles of Association” on page 600, there are no restrictions on transfers and transmission of Equity Shares and on their consolidation or splitting. Withdrawal of the Offer The Offer will be withdrawn in the event that 90% of the Fresh Issue portion of the Offer is not subscribed. Our Company in consultation with the BRLM, reserves the right not to proceed with the entire or portion of the Offer for any reason at any time, after the Bid/Offer Opening Date but before the Allotment. The Book Running Lead Manager through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks (in case of UPI Bidders using the UPI Mechanism), to unblock the bank accounts of the ASBA Bidders and the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to be listed. In terms of the UPI Circulars, in relation to the Offer, the Book Running Lead Manager will submit reports of compliance with applicable listing timelines and activities, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Further, in case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding three Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding three Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. In such an event, our Company would issue a public notice in the same newspapers in which the Pre-Offer and Price Band Advertisement were published, within two (2) 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. Further, the Stock 562Exchanges shall be informed promptly in this regard by our Company and the BRLM, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s), in case of the UPI Bidders using the UPI Mechanism, to unblock the bank accounts of the ASBA Bidders within one (1) 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. In the event of withdrawal of the Offer and subsequently, plans of a fresh offer by our Company, a fresh draft red herring prospectus will be submitted again to SEBI. Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three (3) Working Days or such other period as may be prescribed; and (ii) the final RoC approval of this Prospectus after it is filed with the RoC. If Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable law. 563OFFER STRUCTURE This Offer is being made through the Book Building Process. The Offer of 95,20,000* Equity Shares of face value of ₹10/- each, for cash at an Offer price of ₹ 255 per Equity Share (including a premium of ₹ 245 per Equity Share) aggregating to ₹ 24,265.80 Lakhs*# comprising a Fresh Issue of 85,18,000* Equity Shares of face value of ₹10/- each by our Company aggregating to ₹ 21,710.70 Lakhs*# and an Offer for Sale of to 10,02,000*Equity Shares of face value of ₹10/- each by the Promoter Selling Shareholders aggregating to ₹ 2555.10 Lakhs, details of which are set out below: Sr. No. Name of the Promoter Selling Number of Offered Shares Shareholders Promoter Selling Shareholder 1. Dhanji Raghavji Patel 7,68,000* Equity Shares having face value of ₹10 each aggregating to ₹ 1958.40 Lakhs 2 Bechar Raghavji Patel 2,34,000* Equity Shares having face value of ₹10 each aggregating to ₹ 596.70 Lakhs The Offer comprises a Net Offer of 94,69,000* Equity Shares having face value of ₹10 each, aggregating to ₹ 24,145.95 Lakhs and the Employee Reservation Portion of 51,000* Equity Shares having face value of ₹10 each, aggregating to ₹ 119.85 Lakhs. The Employee Reservation Portion shall not exceed 5% of the post-Offer paid-up Equity Share capital of our Company. A discount of 7.84 % to the Offer Price (equivalent to ₹ 20 per Equity Share) offered to the Eligible Employees bidding in the Employee Reservation Portion in accordance with the SEBI ICDR Regulations and details of which was announced at least two (2) Working Days prior to the Bid/ Offer Opening Date. *Subject to finalisation of the Basis of Allotment #A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Employee Reservation Portion The Offer and the Net Offer shall constitute 28.50 % and 28.35 %, respectively, of the post-Offer paid-up Equity Share capital of our Company. A Pre-IPO Placement was undertaken by our Company on November 27, 2024, in consultation with the BRLM, of 5,00,000 Equity Shares having face value of ₹10 each at a price of ₹300 per share, aggregating to ₹1500.00 lakhs. The Pre – IPO Placement was at a price decided by our Company in consultation with the BRLM and was completed prior to filing of the Red Herring Prospectus. The Equity Shares issued pursuant to the Pre-IPO Placement were reduced from the Fresh Issue, subject to the Offer complying with Rule 19(2)(b) of the SCRR and accordingly the revised Fresh Issue size is 85,18,000 Equity Shares having face value of ₹10 each. The Pre – IPO Placement, has not exceeded 20% of the Fresh Issue. Our Company has appropriately intimated 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 has been appropriately made in the relevant sections of this Prospectus. Further, since the Pre-IPO Placement was undertaken, our Company has intimated the Stock Exchanges with the details of such Pre-IPO Placement and made a public announcement which was published in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai edition of Navshakti (a widely circulated 564Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located). In terms of rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance with regulation 31 of the SEBI ICDR Regulations Eligible Non-Institutional Retail Individual Particulars QIBs (1) Employees Bidders / Investors Bidders / Investors Number of Equity 51,000 Equity Not more than Not less than 23,67,250 Not less than Shares available Shares of face 28,40,700 Equity Equity Shares of face 42,61,050 Equity for Allotment/ value of ₹10/- Shares of face value value of ₹10/- each Shares of face value allocation* (2) each, aggregating of ₹10/- each available for allocation of ₹10/- each up to ₹ 119.85 or Net Offer available less allocation to QIB for allocation or Net Lakhs Bidders and Offer Retail Individual less allocation to Bidders QIB Bidders and Non- Institutional Bidders Percentage of The Employee Not more than 30% of Not less than 25% of the Not less than 45% of Offer Size Reservation the Net Offer size Net Offer, or the Net the Net Offer, or the available for Portion shall shall be available for Offer less allocation to Net Offer less Allotment/ constituted 0.15 allocation to QIB QIB Bidders and Retail allocation to QIB allocation % of the post- Bidders. Individual Bidders will Bidders and Non- Offer paid-up be available for Institutional Equity Share However, up to 5% of allocation, subject to the Bidders. capital of our the Net QIB Portion following: Company. will be available for (a) one-third of the allocation Non-Institutional proportionately to Portion will be Mutual Funds only. available for Mutual Funds allocation to participating in the Bidders with an Mutual Fund Portion application size of will also be eligible more than for allocation in the ₹2,00,000 and up to remaining Net QIB ₹ 10,00,000; and Portion. The unsubscribed portion (b) two- third of the in the Mutual Fund Non-Institutional Portion will be added Portion will be to the Net QIB available for Portion. allocation to Bidders with an application size of more than ₹ 10,00,000. Under-subscription in either of these two sub- categories of the Non- Institutional Portion 565Eligible Non-Institutional Retail Individual Particulars QIBs (1) Employees Bidders / Investors Bidders / Investors may be allocated to Bidders in the other sub- category of the Non- Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Basis of Proportionate# Proportionate as The allotment of The Allotment to Allotment/ unless the follows (excluding the specified securities to each Retail allocation, if Employee Anchor Investor each Non-Institutional Individual Bidder respective Reservation Portion): Investor shall not be less shall not be less than category is Portion is than the minimum the minimum Bid oversubscribed* undersubscribed, (a) 56,815 Equity application size, subject Lot, subject to the value of Shares of face to availability of Equity availability of allocation to an value of ₹10/- Shares in the Non- Equity Shares in the Eligible each shall be Institutional Portion, Retail Portion and Employee shall available for and the remainder, if the remaining not exceed allocation on a any, shall be allocated available Equity ₹2,00,000 (net of proportionate on a proportionate basis, Shares if any, shall Employee basis to Mutual in accordance with the be allotted on a Discount). In the Funds only; and conditions specified in proportionate basis. event of under the SEBI ICDR For further details, subscription in the Regulations. For further please see “Offer (b) 10,79,497 Equity Employee details, please see Procedure” on page Shares of face Reservation “Offer Procedure” on 571. value of ₹10/- Portion, the page 571. each shall be unsubscribed Allotted on a portion may be proportionate Allocated, on a basis to all QIBs, proportionate including Mutual basis, to Eligible Funds receiving Employees allocation as per bidding in the (a) above. Employee Reservation Portion, for a Up to 60% of the QIB value exceeding Portion may be ₹2,00,000 (net of allocated on a Employee discretionary basis to Discount) subject Anchor Investors of to total Allotment which one-third shall to an Eligible be available for Employee not allocation to Mutual exceeding Funds only, subject to ₹5,00,000 (net of valid Bid received Employee from Mutual Funds at Discount). or above the Anchor Investor Allocation Price. 566Eligible Non-Institutional Retail Individual Particulars QIBs (1) Employees Bidders / Investors Bidders / Investors Mode of Bidding Through ASBA Through ASBA Through ASBA process Through ASBA ^ process only process only only (including the UPI process only (including the (excluding the UPI Mechanism for a Bid (including the UPI UPI Mechanism) Mechanism) except size of up to ₹5,00,000) Mechanism) for Anchor Investors Minimum Bid 58 Equity Shares Such number of 58 Such number of Equity 58 Equity Shares of of face value of Equity Shares of face Shares such that the Bid face value of ₹10/- ₹10/- each value of ₹10/- each in Amount exceeds each and in multiples of 58 Equity ₹2,00,000 and in multiples of 58 Shares, such that the multiples of 58 Equity Equity Shares of Bid Amount exceeds Shares of face value of face value of ₹10/- ₹2,00,000 ₹10/- each thereafter. each thereafter, such that the Bid Amount does not exceed ₹2,00,000 Maximum Bid Such number of Such number of Such number of Equity Such number of Equity Shares in Equity Shares in Shares in multiples of Equity Shares of multiples of 58 multiples of 58 Equity 58 Equity Shares of face face value of ₹10/- Equity Shares, so Shares of face value value of ₹10/- each not each in multiples of that the maximum of ₹10/- each not exceeding the size of the 58 Equity Shares so Bid Amount by exceeding the size of Net Offer (excluding the that the Bid Amount each Eligible The Net Offer QIB Portion), subject to does not exceed Employee in (excluding the Anchor limits prescribed under ₹2,00,000. Eligible Investor Portion), applicable law. Employee Portion subject to applicable does not exceed limits under ₹5,00,000 (net of applicable law. Employee Discount, if any). Mode of Compulsorily in dematerialised form Allotment Bid Lot 58 Equity Shares of face value of ₹10/- each and in multiples of 58 Equity Shares of face value of ₹10/- each thereafter Allotment Lot A minimum of 58 Equity Shares of face value of ₹10/- each and in multiples of 58 Equity Share of face value of ₹10/- each thereafter Trading Lot One Equity Share Who can Eligible Public financial Resident Indian Resident Indian apply(3)(4) Employees (such institutions as individuals, Eligible individuals, Eligible that the Bid specified in section NRIs, HUFs (in the NRIs and HUFs (in Amount does not 2(72) of the name of the karta), the name of the exceed Companies Act, companies, corporate karta) ₹5,00,000) scheduled bodies, scientific commercial banks, institutions, societies, Mutual Funds, and trusts and any Eligible FPIs, VCFs, individuals, corporate AIFs, FVCIs bodies and family registered with SEBI, offices which are re- multilateral and categorised as category bilateral development II FPIs and registered financial institutions, with SEBI. 567Eligible Non-Institutional Retail Individual Particulars QIBs (1) Employees Bidders / Investors Bidders / Investors state industrial development corporation, insurance companies registered with IRDAI, provident funds (subject to applicable law) with minimum corpus of ₹2500 Lakhs, pension funds (subject to applicable law) with minimum corpus of ₹2500 Lakhs, National Investment Fund set up by the Government of India, the insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important Non- Banking Financial Companies Terms of In case of Anchor Investors(4): Full Bid Amount shall be payable by the Anchor Investors Payment at the time of submission of their Bids. In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor Investors), or by the Sponsor Bank(s) through the UPI mechanism, that is specified in the Bid cum Application Form at the time of submission of the Bid cum Application Form. *Subject to finalisation of the Basis of Allotment. #A discount of 7.84% on the Offer Price (equivalent to ₹20 per Equity Share) was offered to Eligible Employees bidding in the Eligible Employee Reservation Portion ^ SEBI vide its Circular No: SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and NSE vide its Circular No: 25/2022 dated August 3, 2022 has mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the investors’ bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIB, NIB and RIB 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. #Eligible Employees Bidding in the Employee Reservation portion can Bid up to a Bid Amount of ₹5,00,000. However, a Bid by an Eligible Employee Bidding in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹2,00,000 (net of Employee Discount, if any). 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 Bidding in the Employee Reservation Portion who have Bid in excess of ₹2,00,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹5,00,000. 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. However, Bids by Eligible Employees in the Employee Reservation Portion and in the Non-Institutional Portion shall be treated as multiple Bids, only if an Eligible Employee has made an application of more than ₹2,00,000 (net of Employee Discount, if any) in the Employee Reservation Portion. 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. Our Company in consultation with the BRLM, and 568subject to Applicable Law, offer a discount of 7.84% on the Offer Price (equivalent of ₹20 per Equity Share) to Eligible Employees bidding in the Employee Reservation Portion which was announced two Working Days prior to the Bid/Offer Opening Date (1) Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to the Anchor Investors at the Anchor Investor Allocation 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 ₹1000 Lakhs, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹1000 Lakhs but up to ₹25,000 Lakhs under the Anchor Investor Portion, subject to a minimum Allotment of ₹500 Lakhs per Anchor Investor, and (iii) in case of allocation above ₹25,000 Lakhs under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹25,000 Lakhs, and an additional 10 Anchor Investors for every additional ₹25,000 Lakhs or part thereof will be permitted, subject to minimum allotment of ₹500 Lakhs per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹1000 Lakhs. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For further details, please see “Offer Procedure” on page 571. (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 read with regulation 45 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 30% of the Net Offer shall be available for allocation to QIBs on a proportionate basis. 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 25% of the Offer will 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 exceeding ₹2,00,000 and up to ₹10,00,000 and two-third of the Non- Institutional Portion will be available for allocation to Bidders with an application size of more than ₹10,00,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non- Institutional Portion in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 45% of the Net Offer will be available for allocation to Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Under-subscription, if any, in any category (Non-Institutional Portion or Retail Portion), except the QIB Portion, would be met with spill-over from any other category or a combination of categories, as applicable, at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to valid Bids being received at or above the Offer Price and in accordance with applicable laws. Under-subscription, if any, in the Net QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, please see “Terms of the Offer” and “Offer Procedure” on pages 555 and 571 respectively. (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. In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or multiple Bids in any or all categories. (4) Anchor Investors are not permitted to use the ASBA process. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Bid, provided that any positive difference between the Anchor Investor Allocation Price and the Offer Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. For details of terms of payment applicable to Anchor Investors, please see “General Information Document” available on the websites of the Stock Exchanges and the BRLM. Further, the 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. Bids by FPIs with certain structures as described under “Offer Procedure- Bids by FPIs” on page 580 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. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid. 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 category or a combination of categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be 569allowed to be met with spill-over from other categories or a combination of categories. For further details, please see “Terms of the Offer” on page 555. 570OFFER PROCEDURE All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars (“General Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information Document is available on the websites of the Stock Exchanges and the Book Running Lead Manager. Please refer to the relevant provisions of the General Information Document which are applicable to the Offer especially in relation to the process for Bids by UPI Bidders through 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 could 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 CAN and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making refunds; (xi) Designated Date; (xii) interest in case of delay in Allotment or refund; and (xiii) disposal of applications and electronic registration of Bids. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for UPI Bidders applying through Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for implementation of UPI Phase II till March 31, 2020. However, given the prevailing uncertainty due to the COVID-19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had decided to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days will be made effective using the UPI Mechanism for applications by RIBs (“UPI Phase III”), and modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 had introduced certain additional measures for streamlining the process of initial public issues and redressing investor grievances. Subsequently, the SEBI RTA Master Circular consolidated the aforementioned circulars (excluding SEBI circular no. 571SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to the extent relevant for the RTAs, and rescinded these circulars. The provisions of these circulars, as amended, are deemed to form part of this Prospectus. 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 public 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. Further, Investors shall be entitled to compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Further, our Company, the Promoter Selling Shareholders and the Syndicate are not liable for any amendment, modification or any responsibility for the completeness and accuracy of the information stated in this section and the General Information Document or change in the applicable law which may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Prospectus. Further, our Company, the Promoter Selling Shareholders and the Members of Syndicate are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in this Offer. Book Building Procedure The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 30% of the Offer shall be allocated on a proportionate basis to the QIBs, provided that our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, 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-allocation/ 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 having been received at or above the Offer Price. Further, not less than 25% of the Net Offer shall be available for allocation on a proportionate basis to Non- Institutional Bidders, out of which: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 2,00,000 and up to ₹ 1,00,00,000 and (ii) two- third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹1,00,00,000 , provided that the unsubscribed portion in either of the aforementioned sub- categories may be allocated to applicants in the other sub-category of Non- Institutional Bidders and not less than 45% of the Net Offer will be made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Furthermore, 51,000* Equity Shares having face value of ₹10 each, aggregating to ₹ 119.85 Lakhs was made available for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, if any. The Employee Reservation Portion shall not exceed 5% of our post - Offer paid-up equity share capital subject to valid Bids being received at or above the Offer Price, net of Employee Discount. *Subject to finalisation of the Basis of Allotment. 572Under-subscription, if any, in any category including Employee Reservation Portion, except the QIB Portion, would be allowed to be met with spill-over from any other category or categories, as applicable, at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to receipt of valid Bids received at or above the Offer Price. Under-subscription, if any, in the Net QIB Portion, will not be allowed to be met with spill-over from any other category or a combination of categories. Further, in the event of an under-subscription in the Employee Reservation Portion, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 2,00,000 (net of Employee Discount) subject to the total Allotment to an Eligible Employee not exceeding ₹ 5,00,000 (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion shall be added to the Net Offer. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the Central Board of Direct Taxes dated February 13, 2020 read with press releases dated June 25, 2021 and September 17, 2021, CBDT circular no. 7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023. Bidders should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI ID (in case of UPI Bidders using the UPI Mechanism), as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. Phased implementation of UPI for Bids by UPI Bidders as per the UPI Circulars SEBI has issued UPI circulars in relation to streamlining the process of public issue of equity shares and convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“Previous UPI Circulars”) and the UPI Circulars, 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 the ASBA) for applications by UPI Bidders through 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 and the Previous UPI Circulars have introduced and implemented the UPI payment mechanism in three phases in the following manner: Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this phase, an RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days. Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or floating of five main board public issues, whichever is later. SEBI, vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, 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 physical ASBA Form by RIBs through 573Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days during this phase. NPCI vide circular reference no. NPCI/UPI/OC No. 127/ 2021-22 dated December 09, 2021, inter alia, has enhanced the per transaction limit in UPI from ₹ 2,00,000 and up to ₹ 5,00,000 for UPI based Application Supported by Blocked Amount (ASBA) in initial public offerings. Phase 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 pursuant to the processes and procedures as notified in the T+3 Circular as applicable, subject to any circulars, clarification or notification issued by the SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. The 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, in compliance with the SEBI RTA Master Circular in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by SEBI and applicable law. 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, the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated April 20, 2022, and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“UPI Streamlining Circular”), SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Streaming Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post – Offer Book Running Lead Manager 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. The Offer is being made under Phase II of the UPI, unless Phase III of the UPI becomes effective and applicable on or prior to the Bid/Offer Opening Date. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders. SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹5,00,000 shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 2,00,000 and up to ₹ 5,00,000, using the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. For further details, please refer to the “General Information Document” available on the websites of the Stock Exchanges, and the BRLM. 574Bid 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 and Corporate Office. An 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. Copies of the Anchor Investors’ Application Form will be available at the offices of the BRLM. 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. Bidders (other than Anchor Investors and UPI Bidders) must provide bank account details and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Form that does not contain such detail 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, which shall be effective from September 1, 2022. UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected. UPI Bidders bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of the SEBI. ASBA Bidders must provide either (i) the bank account details or authorisation to block funds in the ASBA Form; or (ii) the UPI ID (in case of UPI Bidders) as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details will be rejected. Applications made by the UPI Bidders using third party bank account or using third party linked bank account UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Offer through the ASBA process. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which 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 including details as prescribed in Annexure II of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, all the ASBA applications in public issues shall be processed only after the application monies are blocked in the investors’ bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. The circular shall be applicable for all categories of investors i.e., RIB, QIB and NIB and also for all modes through which the applications are processed. In order to ensure timely information to Bidders, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked. Non-Institutional Bidders Bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application Form. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. For Anchor Investor, the Anchor Investor Application Form will be available at the offices of the BRLM. 575The prescribed colour of the Bid cum Application Form for the various categories is as follows: Colour of Bid cum Category Application Form* Resident Indians, including resident QIBs, Non-Institutional Investors, Retail White Individual Bidders and Eligible NRIs applying on a non-repatriation basis Non – Residents including Eligible NRIs, FVCIs, FPIs and registered bilateral Blue and multilateral institutions applying on a repatriation basis Anchor Investors White Eligible Employees Bidding in the Employee Reservation Portion Pink * Excluding electronic Bid cum Application Forms. Notes: (1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLM. (3) Bid cum Application Forms for Eligible Employees will be made available at the Registered Office of the Company. The Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Further, SCSBs shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory confirmation on the application monies blocked. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for blocking of funds. In case of ASBA Forms, the relevant Designated Intermediaries shall capture and upload the relevant bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank on a basis through API integration to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders, for blocking of funds. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. The Sponsor Bank shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. In accordance with circular issued by the National Stock Exchange of India Limited having reference no. 25/2022 dated August 3, 2022, and the notice issued by BSE Limited having reference no. 20220803- 40 dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer 576Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using 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. Further, modification of Bids shall be allowed in parallel during the Bid/Offer Period until the Cut-Off Time. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank, NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the issuer bank. The Sponsor Banks and the Bankers to the Offer shall provide the audit trail to the BRLM for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including details specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated April 20, 2022. Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial public offers opening on or after September 1, 2022: (i) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing process of UPI bid entry by syndicate members, registrars to the offer and depository participants shall continue till further notice. (ii) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued. (iii) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00 pm on the initial public offer closure day. (iv) Exchanges shall display initial public offer demand details on its website and for UPI bids the demand shall include/consider UPI bids only with latest status as RC 100 – Black Request Accepted by Investor/ Client, based on responses/status received from the Sponsor Bank. The Sponsor Bank will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank will undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the format and within the timelines as specified under the UPI Circulars. Sponsor Bank and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis. The Sponsor Bank shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer Opening Date till the date of listing of the Equity Shares 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 (i) 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. (ii) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus. 577(iii) Only Bids that are uploaded on the Stock Exchanges platform are considered for allocation/Allotment. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing. Participation by our Promoters, Promoter Group, the BRLM and the Syndicate Member and persons related to Promoters/Promoter Group/ the BRLM and Syndicate Member The BRLM and the Syndicate Member shall not be allowed to purchase Equity Shares in this Offer in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLM and the Syndicate Member may Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on behalf of their clients. All categories of investors, including the respective associates or affiliates of the BRLM and Syndicate Member, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Except as stated below, neither the BRLM nor any associate of the BRLM can apply in the Offer under the Anchor Investor Portion: (i) mutual funds sponsored by entities which are associate of the BRLM; (ii) insurance companies promoted by entities which are associate of the BRLM; (iii) AIFs sponsored by the entities which are associate of the BRLM; or (iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are associate of the BRLM. Except to the extent of participation in the Offer for Sale by the Promoter Selling Shareholder, shall not participate by applying for Equity Shares in the Offer. Furthermore, the persons related to the Promoters and their respective Promoter Groups shall not apply in the Offer under the Anchor Investor Portion. For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a person related to our Promoters or Promoter Group of our Company: (i) rights under a shareholders’ agreement or voting agreement entered into with the Promoters or Promoter Group of our Company; (ii) veto rights; or (iii) right to appoint any nominee director on our Board. Further, an Anchor Investor shall be deemed to be an associate of the BRLM, if: (i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding a nominee director, amongst the Anchor Investors and the BRLM. 578Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid without assigning any reason thereof, 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. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single company, provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible NRIs Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should 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 (including UPI ID, if activated), or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms should authorise their 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. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents (blue in colour). Participation of Eligible NRIs in the Offer shall be subject to the Foreign Exchange Management Act (“FEMA”) Non-debt Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign exchange will be considered for allotment. By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made by an Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for calculation of indirect foreign investment. For details of investment by NRIs, please see the section titled “Restrictions on Foreign Ownership of Indian Securities” on page 598 Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts. In accordance with the FEMA 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 579of 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. NRIs applying in the Offer using UPI Mechanism are advised to enquire with the relevant bank whether their bank account is UPI linked prior to making such applications. For details of restrictions on investment by NRIs, please see “Restrictions on Foreign Ownership of Indian Securities” on page 598. 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 the post-Offer paid-up capital. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason, subject to applicable laws. If the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. Further, in terms of the FEMA Rules, 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 51%). FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of regulation 21 of the SEBI FPI Regulations, an FPI is permitted to 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 if it complies with the following conditions: (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms as specified by SEBI; and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments issued by, or on behalf of it is subject to, inter alia, the following conditions: 580(i) such offshore derivative instruments are transferred to persons subject to fulfilment of the criteria provided under the SEBI FPI Regulations; and (ii) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred to, are pre-approved by the FPI. Further, Bids received from FPIs bearing the same PAN will be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the multiple investment manager structure in accordance with SEBI master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 (such structure “MIM Structure”) provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids: (i) FPIs which utilise the multi investment manager (“MIM”) structure (ii) Offshore derivative instruments 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 1 FPIs; and (vii) Entities registered as collective investment scheme having multiple share classes. A. The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs (with same PAN). B. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. C. The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non- residents. For details of restrictions on investment by NRIs, please see “Restrictions on Foreign Ownership of Indian Securities” on page 598. Bids by HUFs Bids by Hindu Undivided Families or HUFs, should be made in the individual name of the karta. The Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals. Bids by 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 581Regulations 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. Subject to compliance with applicable law and investment restrictions, the holding in any company by any individual VCF or FVCIs registered with SEBI should not exceed 25% of the corpus of the VCF or FVCI. Further, FVCIs and VCF’s 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. 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. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an initial public offering of a venture capital undertaking whose shares are proposed to be listed. AIFs which are authorised under the fund documents to invest in units of AIFs are prohibited from offering their units for subscription to other AIFs. 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 participate 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. Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules. Further, VCFs, Category I AIFs or Category II AIFs and FVCIs holding Equity Shares of the Company, shall be exempt from lock-in requirements, provided that such Equity Shares shall be locked in for a period of at least six months from the date of purchase by the venture capital fund or alternative investment fund of Category I or II or foreign venture capital investor. 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, or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid without assigning any reason thereof. Bids by banking companies In case of Bids made by banking companies registered with 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 BRLM reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949 (“Banking Regulation Act”) and the Master Direction – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016 (“RBI Master Directions”), as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid up share capital and reserves. 582However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is through restructuring of debt, or to protect the bank’s interest on loans/investments made to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a specified period to the RBI. A banking company would require a prior approval of the RBI to make (i) investment in excess of 30% of the paid-up share capital of the investee company; (ii) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed); and (iii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the RBI Master Directions, as amended. Bids by SCSBs SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars bearing numbers CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such applications. Bids by Eligible Employees The Bid must be for a minimum of 58 Equity Shares of face value of ₹10/- each and in multiples of 58 Equity Shares of face value of ₹10/- each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹ 5,00,000 (net of Employee Discount). The Allotment in the Employee Reservation Portion will be on a proportionate basis. Eligible Employees under the Employee Reservation Portion may Bid at Cut-off Price provided that the Bid does not exceed ₹ 5,00,000 (net of Employee Discount). However, Allotments to Eligible Employees in excess of ₹ 2,00,000 (net of Employee Discount) shall be considered on a proportionate basis, in the event of under-subscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible Employee not exceeding ₹ 5,00,000 (net of Employee Discount) (which will be less Employee Discount). Subsequent under-subscription, if any, in the Employee Reservation Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price. Bids under Employee Reservation Portion by Eligible Employees shall be: a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form). b) The Bidder should be an Eligible Employee as defined. In case of joint bids, the first Bidder shall be an Eligible Employee. c) Only Eligible Employees would be eligible to apply in the Offer under the Employee Reservation Portion. d) Only those Bids, which are received at or above the Offer Price, net of Employee Discount, if any would be considered for Allotment under this category. e) Eligible Employees can apply at Cut-off Price. f) If the aggregate demand in this category is less than or equal to 51,000 Equity Shares at or above the Offer Price, full allocation shall be made to the Eligible Employees to the extent of their demand. g) As per the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, Eligible Employees bidding in the Employee Reservation Portion can also Bid through the UPI Mechanism. 583h) The Bids must be for a minimum of 58 Equity Shares of face value of ₹10/- each and in multiples of 58 Equity Shares of face value of ₹10/- each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee subject to a maximum Bid Amount of ₹ 5,00,000 (net of Employee Discount). i) 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. j) Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Offer. In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from the Employee Reservation Portion. Please note that any individuals who are directors, employees or promoters of (a) the BRLM, Registrar to the Offer, or the Syndicate Member, or of the (b) ‘associate companies’ (as defined in the Companies Act, 2013, as amended) and group companies of such BRLM, Registrar to the Offer or Syndicate Member are not eligible to bid in the Employee Reservation Portion. In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion would be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 2 Lakhs, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹5 Lakhs. Bids by Insurance Companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, as amended read with the Investments- Master Circular dated October 27, 2022, each as amended (“IRDAI Investment Regulations”) are broadly set below: (a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or health insurer; (b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the investment assets in all companies belonging to the group, whichever is lower; and (c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case may be. *The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment assets of ₹ 25,00,000 or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹ 5,00,000 or more but less than ₹ 25,00,000. Insurance companies participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. 584Bids by provident funds/pension funds In case of Bids made by provident funds/pension funds, with minimum corpus of ₹ 2,500 Lakhs, registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLM reserves the right to reject any Bid, without assigning any reason thereof. Bids under power of attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible FPIs, AIFs, Mutual Funds, NBFC-SI, insurance companies, insurance funds set up by the army, navy or air force 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 ₹ 2,500 Lakhs and pension funds with a minimum corpus of ₹ 2,500 Lakhs (in each case, subject to applicable law and in accordance with their respective constitutional documents), 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, as applicable, must be lodged along with the Bid cum Application Form. Failing this, our Company in consultation with the BRLM, 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 BRLM in their absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions that our Company in consultation with the BRLM may deem fit. Bids by Systemically Important NBFCs In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of the (i) certificate of registration issued by RBI; (ii) certified copy of its last audited financial statements on a standalone basis; (iii) a net worth certificate from its statutory auditors; and (iv) such other approval as may be required by the Systemically Important NBFCs, are required to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLM, reserves the right to reject any Bid, without assigning any reason thereof. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, 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 Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms for participation by Anchor Investors are provided below: (i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the BRLM. (ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹1,000 Lakhs. 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 ₹1,000 Lakhs. (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. 585(v) Our Company in consultation with the BRLM will 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 ₹1,000 Lakhs; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹1,000 Lakhs but up to ₹25,000 Lakhs, subject to a minimum Allotment of ₹500 Lakhs per Anchor Investor; and (c) in case of allocation above ₹25,000 Lakhs under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹25,000 Lakhs, and an additional 10 Anchor Investors for every additional ₹25,000 Lakhs, subject to minimum allotment of ₹500 Lakhs per Anchor Investor. (vi) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by the BRLM 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 Allocation Price will be payable by the Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price. (ix) 50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of Allotment and the remaining 50% shall be locked – in for a period of 30 days from the date of Allotment. (x) Neither the (a) the BRLM nor any associate of the BRLM (except mutual funds sponsored by entities which are associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM or AIFs sponsored by the entities which are associates of the BRLM or FPIs, other than individuals, corporate bodies and family offices, sponsored by the entities which are associate of the BRLM) nor (b) the Promoters, Promoter Group or any person related to the Promoters or members of the Promoter Group shall apply under the Anchor Investors category. (xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. In accordance with the RBI regulations, OCBs cannot participate in the Offer. The information set out above is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments or modification or changes to applicable laws or regulations, which may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable law or regulations, or as specified in this Prospectus. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off- shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. 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 acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such 586acknowledgement slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Promoter Selling Shareholders and/or the BRLM are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company, nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the 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 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 Bidding Date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. 2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 3. Ensure that you have Bid within the Price Band; 4. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form; 5. Ensure that you (other than Anchor Investors) have mentioned the correct details of ASBA Account (i.e., bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not an UPI Bidder using the UPI Mechanism and if you are an UPI Bidder using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form; 6. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019 7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic bids) within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General Information Document. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate, sub-Syndicate Members, Registered Brokers, RTA or CDP 8. 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 the relevant Designated Intermediaries; 5879. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application Form; 10. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or acknowledgement specifying the application number as proof of having accepted the Bid cum Application Form for all your Bid options from the concerned Designated Intermediary; 11. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms. PAN of the First Bidder is required to be specified in case of joint Bids; 12. UPI Bidders bidding in the Offer shall ensure that they use only their own ASBA Account or only their own bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of any third party; 13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 14. Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and not with any other Designated Intermediary; 15. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Bank(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, including in case of any revisions of Bids, raised by the Sponsor Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circulars dated July 20, 2006 and September 26, 2008 respectively, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 17. Ensure that the Demographic Details are updated, true and correct in all respects; 18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; 58819. 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; 20. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents are submitted including a copy of the power of attorney, if applicable, are submitted; 21. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws; 22. Since the Allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID (for Bidders bidding through UPI Mechanism) are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID (for Bidders bidding through UPI Mechanism), if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID (for Bidders bidding through UPI Mechanism) available in the Depository database; 23. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the mobile application and the UPI handle being used for making the application in the Offer is also appearing in the “list of mobile applications for using UPI in public issues” displayed on the SEBI website and is also appearing in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; 24. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner; 25. 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 authorize the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a UPI Bidder Bidding through UPI Mechanism shall be deemed to have verified the attachment containing the application details of the UPI Bidder Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid Cum Application Form in his/her ASBA Account; 26. The ASBA bidders shall ensure that bids above ₹5,00,000 are uploaded only by the SCSBs; 27. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM; 28. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; 29. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in). 58930. 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. 31. 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. 32. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to release the funds blocked in the ASBA Account under the ASBA process. In case of UPI Bidders, once the Sponsor Bank issues the Mandate Request, the UPI Bidders would be required to proceed to authorize the blocking of funds by confirming or accepting the UPI Mandate Request to authorize the blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; 33. 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. 34. Bids by Eligible NRIs for a Bid Amount of less than ₹2,00,000 would be considered under the Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹2,00,000 would be considered under the Non-Institutional Category for allocation in the Offer. 35. Ensure that the Anchor Investors submit their Bid cum Application Forms only to the BRLM. D. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the list available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time and also specified in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected. Don’ts: 1. Do not Bid for lower than the minimum Bid Lot; 2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; 4. Do not Bid for a Bid Amount exceeding ₹2,00,000 (for Bids by Retail Individual Bidders); and ₹5,00,000 for Bids by Eligible Employees Bidding in the Employee Reservation Portion (net of Employee Discount);; 5. 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; 6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest; 7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; 8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 5909. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 10. Do not submit the Bid for an amount more than funds available in your ASBA account. 11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of a Bidder; 12. In case of ASBA Bidders (other than UPI Bidders using the UPI Mechanism), do not submit more than one Bid cum Application Form per ASBA Account; 13. If you are a UPI Bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID; 14. Anchor Investors should not Bid through the ASBA process; 15. Do not submit the Bid cum Application Form to any non-SCSB or our Company. 16. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 17. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 18. Do not submit the General Index Register (GIR) number instead of the PAN; 19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details (if you are a UPI Bidder Bidding through the UPI Mechanism). Further, do not provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; 20. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; 21. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per Demographic Details provided by the depository); 22. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price; 23. Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date; 24. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date; (for online applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);; 25. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; 26. Do not Bid for Equity Shares in excess of what is specified for each category; 27. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any bids above ₹5,00,000 ; 28. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws 591or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus; 29. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders or or Eligible Employees bidding in the Employee Reservation Portion can revise or withdraw their Bids on or before the Bid/ Offer Closing Date; 30. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are a UPI Bidder using the UPI Mechanism, do not submit the ASBA Form directly with the SCSBs; 31. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third party linked bank account UPI ID; 32. Do not Bid if you are an OCB; 33. 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; 34. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the UPI Mechanism; 35. Do not submit a Bid cum Application Form with a third party UPI ID or using a third party bank account (in case of Bids submitted by Retail Individual Bidders using the UPI Mechanism); and 36. 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. 37. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account. 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, please see “General Information” on page 118. For helpline details of the BRLM pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, please see “General Information” on page 118. For details of grounds for rejections of a Bid cum Application Form, please see the General Information Document. Further, Bid cum Application Forms are liable to be rejected if they do not comply with the criteria set out under “Restrictions on Foreign Ownership of Indian Securities” on page 598. 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 maybe rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 5922. 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 SCSB 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 UPI Bidders by using third party bank accounts or using third party linked bank account UPI IDs; 10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010; 11. GIR number furnished instead of PAN; 12. Bids by UPI Bidders with Bid Amount of a value of more than ₹2,00,000 (net of retail discount); 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 UPI Bidders uploaded after 5.00 p.m. on the Bid/Offer Closing Date, unless extended by the Stock Exchanges. On the Bid/Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Bidders, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid cum Application Forms as stated herein and as informed to the Stock Exchanges. Further, in case of any pre-Offer or post-Offer related matters regarding share certificates/demat credit/refund orders/unblocking etc., investors shall reach out to our Company Secretary and Compliance Officer. For details of our Company Secretary and Compliance Officer, please see “General Information” on page 118. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI circular dated March 16, 2021, June 2, 2021, April 20, 2022 and the SEBI Master Circular for Issue of Capital and Disclosure Requirements in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Names of entities responsible for finalising the Basis of Allotment in a fair and proper manner The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar to the Offer, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations. 593Method of Allotment as may be prescribed by SEBI from time to time Our Company will not make an Allotment if the number of prospective allottees is less than one thousand. Our Company will not make any Allotment in excess of the Equity Shares issued through the Offer through the Red Herring Prospectus except in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Offer may be made for the purpose of making Allotment in minimum lots. The Allotment of Equity Shares to Bidders/ applicants other than to the Retail Individual Bidders, Non- Institutional Bidders and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed. The Allotment of Equity Shares to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to the availability of shares in Retail Individual Bidders Portion, and the remaining available shares, if any, shall be allotted on a proportionate basis. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹2,00,000 and up to ₹10,00,000; and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹10,00,000 , provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non- Institutional Bidders. The Allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application Size, subject to 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. Payment into Escrow Account(s) for Anchor Investors Our Company in consultation with the BRLM, in their absolute discretion, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. For Anchor Investors, the payment instruments for payment into the Escrow Account(s) should be drawn in favour of: (a) In case of resident Anchor Investors: “Patel Retail Limited – Anchor R Account” (b) In case of Non-Resident Anchor Investors: “Patel Retail Limited – Anchor NR Account” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the BRLM, the Escrow Collection Bank and the Registrar to the Offer to facilitate collections of Bid Amounts from Anchor Investors. Pre-Offer and Price Band Advertisement Subject to Section 30 of the Companies Act, our Company shall, after filing the Red Herring Prospectus with the RoC, publish a Pre-Offer and Price Band Advertisement, in the form prescribed under the SEBI ICDR Regulations, in: (i) all editions of Financial Express, a widely circulated English national daily newspaper; (ii) all editions of Jansatta, a widely circulated Hindi national daily newspaper; and (iii) all edition of Navshakti, a widely circulated Marathi daily newspaper, Marathi also being the regional language of Maharashtra, where our Registered Office is located). 594In the Pre-Offer and Price Band Advertisement, we shall state the Bid/ Offer Opening Date, the Bid/ Offer Closing Date and the QIB Bid/Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Allotment Advertisement The Allotment Advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the Offer, before 9 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges. Our Company, the BRLM and the Registrar shall publish an allotment advertisement before commencement of trading, disclosing the date of commencement of trading in all editions of Financial Express (a widely circulated English national daily newspaper); all editions of Jansatta (a widely circulated Hindi national daily newspaper); and all editions of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra where our Registered Office is located). The information set out above is given for the benefit of the Bidders/applicants. Our Company, the Promoter Selling Shareholders, and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus. Bidders/applicants are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits under applicable laws or regulations. Signing of the Underwriting Agreement and the ROC filing (a) Our Company, the Promoter Selling Shareholders and the Underwriters have entered into an Underwriting Agreement for the Equity Shares proposed to be offered through the Offer. (b) This Prospectus contains details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and is complete in all material respects. Impersonation Attention of the Bidders/ applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which is reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹10,00,000 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 ten years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹10,00,000 or one per cent of the turnover of a company, whichever is lower, and does not involve public 595interest, 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 ₹50,00,000 or with both. Undertakings by our Company Our Company undertakes the following: (i) adequate arrangements shall be made to collect all Bid cum Application Forms; (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 the Stock Exchanges where the Equity Shares are proposed to be listed shall be taken in consultation with the BRLM within such period as may be prescribed under applicable law; (iv) if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act, the SEBI ICDR Regulations and applicable law for the delayed period; (v) it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer; (vi) the funds required for making refunds/ unblocking (to the extent applicable) as per the mode(s) disclosed shall be made available to the Registrar to the Offer by our Company; (vii) 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; (viii) ensure compliance with all disclosure and accounting norms as may be prescribed by SEBI from time to time; (ix) 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; (x) Except for Pre-IPO Placement, no further issue of Equity Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc.; and (xi) Our Company in consultation with the BRLM, reserves the right not to proceed with the Offer, in whole or in part thereof, after the Bid/Offer Opening Date but before the Allotment. In such an event, the reason thereof shall be given as a public notice within two days of the Bid/Offer Closing Date, or such other time as may be prescribed by SEBI. The public notice shall be issued in the same newspapers where the Pre-Offer and Price Band Advertisement were published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; (xii) that if the Offer is withdrawn after the Bid/Offer Closing Date, our Company shall be required to file a fresh offer document with SEBI, in the event a decision is taken to proceed with the Offer subsequently and (xiii) that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received; 596Undertakings by the Promoter Selling Shareholders Each Promoter Selling Shareholder, severally and not jointly undertakes and/or confirms the following in respect to himself as a Promoter Selling Shareholder and his respective portion of Offered Shares: (i) that the Offered Shares have been held for a minimum period of one year prior to the date of filing of this Prospectus with SEBI, in accordance with Regulation 8 of the SEBI ICDR Regulations; (ii) they are the legal and beneficial holders of and have full title to the Offered Shares, which have been acquired and held by them in full compliance with applicable law; (iii) the Offered Shares shall be transferred pursuant to the Offer, free and clear of any liens, charges, encumbrances and transfer restrictions of any kind whatsoever; (iv) they shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid in the Offer, except for fees or commission for services rendered in relation to the Offer; (v) that they shall provide all reasonable co-operation as requested by our Company to the extent of the Offered Shares of each Promoter Selling Shareholder in relation to the completion of Allotment and dispatch of the Allotment Advice and CAN, if required, and completion of the necessary formalities for listing and commencement of trading of its portion of the Offered Shares on the Stock Exchanges and refund orders to the extent of its portion of the Offered Shares; (vi) that they will provide such reasonable support and extend such reasonable cooperation as may be required by our Company and the BRLM in redressal of such investor grievances that pertain to their portion of the Offered Shares; (vii) they shall not have recourse to the proceeds from the Offer for Sale, which shall be held in escrow in their favour, until receipt by our Company of the final listing and trading approvals from all the Stock Exchanges; and (viii) his respective portion of the Offered Shares are fully paid-up, in dematerialised form. The statements and undertakings provided above, in relation to the Promoter Selling Shareholders, are statements which are specifically confirmed or undertaken by the Promoter Selling Shareholders in relation to themselves and the Offered Shares. All other statements or undertakings or both in this Prospectus in relation to the Promoter Selling Shareholders, shall be statements made by our Company, even if the same relate to the Promoter Selling Shareholders. Utilization of Offer Proceeds Our Board certifies that: (i) all monies received out of the Fresh Offer shall be credited/transferred to a separate bank account other than the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013; (ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilised; and (iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such unutilised monies have been invested. 597RESTRICTIONS 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. The RBI and the concerned ministries/ departments are responsible for granting approval for foreign investment. The Government of India, from time to time, has made policy announcements on Foreign Direct Investment (“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly Department of Industrial Policy and Promotion), Government of India (“DPIIT”) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from October 15, 2020 (“Consolidated FDI Policy”), which consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The Consolidated FDI Policy will be valid until the DPIIT issues an updated circular. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and such transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI / RBI. On October 17, 2019, Department of Economic Affairs, Ministry of Finance, had notified the FEM NDI Rules, which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident outside India) Regulations, 2017. Foreign investment in this Offer shall be on the basis of the FEM Rules. 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 of India, as prescribed in the Consolidated FDI Policy and the FEM 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 of India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 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 and/or RBI 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. In terms of the FEM NDI Rules, a FPI may purchase or sell equity instruments of an Indian company subject to certain limits: the total holding by each FPI or an investor group, shall be less than 10% of the total paid-up equity capital on a fully diluted basis or less than 10% 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 FPIs put together, including any other direct and indirect foreign investments in the Indian company, shall not exceed 24% of the paid-up equity capital on a fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants. The said limit of 10% and 24% shall be called the individual and aggregate limit, respectively. The aggregate limit of 24% may be increased by the Indian company concerned up to the sectoral cap/ statutory ceiling, with the approval of the board of directors and passing of a special resolution. As on the date of this Prospectus, our Company has not passed a resolution for revision of sectoral caps. The transfer of Equity Shares between an Indian resident and a non-resident does not require approval of the RBI, provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and such transfer does not attract the provisions of the SEBI Takeover Regulations; 598(ii) the non-resident shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/ RBI. For further details on the aggregate limit for investments by NRIs and FPIs in our Company, please see “Offer Procedure” on page 571. As per the existing policy of the Government of India, OCBs cannot participate in this Offer. Foreign Exchange Laws The foreign investment in our Company is governed by inter alia the FEMA, the FEM Rules and the Consolidated FDI Policy issued and amended by way of press notes. Under the Consolidated FDI Policy, up to 51% FDI is permitted in our Company which is engaged in multi- brand retail trading, under Government route. For more information on Bids by FPIs and Eligible NRIs, please see “Offer Procedure” on page 571. For further details of the aggregate limit for investments by NRIs and FPIs in our Company, please see “Offer Procedure- Bids by Eligible NRIs” and “Offer Procedure – Bids by FPIs” on pages 579 and 580 respectively. 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 only proposed to be offered and sold outside the United States in “offshore transactions”, as defined in and in reliance on Regulation S of the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur/ are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. For further details, please see “Offer Procedure” on page 571. The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders, severally and not jointly, and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. 599SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION Pursuant to the Companies Act and the SEBI ICDR Regulations, the main provisions of the Articles of Association are detailed below. Capitalised terms used in this section have the meaning given to them in the Articles of Association. Each provision below is numbered as per the corresponding article number in the Articles of Association and defined terms herein have the meaning given to them in the Articles of Association. THE COMPANIES ACT, 2013 (COMPANY LIMITED BY SHARES) ARTICLES OF ASSOCIATION28 OF PATEL RETAIL LIMITED29 (FORMERLY KNOWN AS PATEL RETAIL PRIVATE LIMITED) 1. INTERPRETATION (i) This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies Act, 2013 and by a special resolution passed at the Extraordinary General Meeting of PATEL RETAIL LIMITED (the “Company”) held on Thursday 07th March 2024. These Articles have been adopted as the Articles of Association of the Company in substitution for and to the exclusion of all the existing Articles thereof. A. PRELIMINARY (ii) Subject as hereinafter provided and in so far as these presents do not modify or exclude them, the regulations contained in the Table marked ‘F’ in Schedule I to the Companies Act, 2013, as amended from time to time, shall apply to the Company only so far as they are not inconsistent with any of the provisions contained in these Articles or modification thereof or are not expressly or by implication excluded from these Articles. (iii) The regulations contained in the Table marked ‘F’ in Schedule I to the Companies Act, 2013, as amended from time to time, shall not apply to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles or by the said Act. (iv) 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, as amended from time to time, be such as are contained in these Articles. 28The Members have consented by way of passing a Special Resolution in an Extra General Meeting held on Tuesday 18th July, 2023, to convert the Private Limited Company into Public Company and to change the name from “Patel Retail Private Limited” to “Patel Retail Limited”. 29 By a Special Resolution passed at the extra ordinary general meeting of the Company held on Thursday 07th March 2024, these articles were adopted as the Articles of Association of the Company in supersession of, substitution for and to the exclusion of all the existing articles of the Company. 600B. DEFINITIONS AND INTERPRETATION (v) In these Articles, the following words and expressions, unless repugnant to the subject, shall mean the following: (a) “Act” means the Companies Act, 2013 or any amendments, 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) “Annual General Meeting” means the annual general meeting of the Company convened and held in accordance with the Act. (c) “Articles of Association” or “Articles” mean these articles of association of the Company, as may be altered from time to time in accordance with the Act. (d) “Board” or “Board of Directors” means the board of directors of the Company in office at applicable times. (e) “Company” means Patel Retail Limited, a company incorporated under the laws of India. (f) “Depositories Act” means the Depositories Act, 1996 or any statutory modification or re- enactment thereof for the time being in force. (g) “Depository” means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the Depositories Act, 1996 and a company formed and registered under the Act and which has been granted a certificate of registration under sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992. (h) “Director” means any director of the Company, including alternate directors, Independent Directors and nominee directors appointed in accordance with and the provisions of these Articles. (i) “Equity Shares or Shares” means the issued, subscribed and fully paid-up equity shares of the Company of ₹10 (Rupee Ten only) each; (j) “Exchange” means BSE Limited and the National Stock Exchange of India Limited. (k) “Extraordinary General Meeting” means an extraordinary general meeting of the Company convened and held in accordance with the Act; (l) “General Meeting” means any duly convened meeting of the shareholders of the Company and any adjournments thereof; (m) “Independent Director” shall have the meaning assigned to the said term under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; (n) “Member” means a member of the Company within the meaning of sub- Section 55 of Section 2 of the Act, as amended from time to time; (o) “Memorandum” or “Memorandum of Association” means the memorandum of association of the Company, as may be altered from time to time; 601(p) “Office” means the registered office, for the time being, of the Company; (q) “Officer” shall have the meaning assigned thereto by the Act; (r) “Ordinary Resolution” shall have the meaning assigned thereto by the Act; (s) “Register of Members” means the register of members to be maintained pursuant to the provisions of the Act and the register of beneficial owners pursuant to Section 11 of the Depositories Act, 1996, in case of shares held in a Depository; and (t) “Special Resolution” shall have the meaning assigned thereto by the Act. (vi) Except where the context requires otherwise, these Articles will be interpreted as follows: (a) headings are for convenience only and shall not affect the construction or interpretation of any provision of these Articles; (b) where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings; (c) words importing the singular shall include the plural and vice versa; (d) all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders; (e) the expressions “hereof”, “herein” and similar expressions shall be construed as references to these Articles as a whole and not limited to the particular Article in which the relevant expression appears; (f) the ejusdem generis (of the same kind) rule will not apply to the interpretation of these Articles. Accordingly, include and including will be read without limitation; (g) any reference to a person includes any individual, sole proprietorship firm, unincorporated organization, corporation, partnership, , unlimited or limited liability company, trust, association, joint venture, government (or agency or political subdivision thereof)Hindu undivided family, trust, union, organization or other entity of any kind, that may be treated as a person under applicable law. A reference to any person in these Articles shall, where the context permits, include such person’s executors, administrators, heirs, legal representatives and permitted successors and assigns; (h) a reference to any document (including these Articles) is to that document as amended, consolidated, supplemented, novated or replaced from time to time; (i) references made to any provision of the Act shall be construed as meaning and including the references to the rules and regulations made in relation to the same by the Ministry of Corporate Affairs. The applicable provisions of the Companies Act, 1956 shall cease to have effect from the date on which the corresponding provisions under the Companies Act, 2013 have been notified. (j) a reference to a statute or statutory provision includes, to the extent applicable 602at any relevant time: • that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision; and • any subordinate legislation or regulation made under the relevant statute or statutory provision. (k) references to ‘writing’ or ‘written’ include any mode of reproducing words in a legible and non- transitory form; and (l) references to Rupees, Re., Rs., INR, ₹ are references to the lawful currency of India. C. PUBLIC COMPANY (vii) The Company is a public company within the meaning of the Act. 1. SHARE CAPITAL AND VARIATION OF RIGHTS AUTHORISED SHARE CAPITAL (i) The authorized share capital of the Company shall be such amount, divided into such class(es), denomination(s) and number of shares in the Company as stated in Clause V of the Memorandum of Association, with power to increase or reduce such capital from time to time and power to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, convertible, deferred, qualified, or other special rights, privileges, conditions or restrictions and to vary, modify or abrogate the same in such manner as may be determined by or in accordance with the Articles of the Company, subject to the provisions of applicable law for the time being in force. NEW CAPITAL PART OF THE EXISTING CAPITAL (ii) Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. KINDS OF SHARE CAPITAL (iii) The Company may issue the following kinds of shares in accordance with these Articles, the Act and other applicable laws and subject to such other approvals, permissions or sanctions as may be necessary: a) Equity share capital: • with voting rights; and/or • with differential rights as to dividend, voting or otherwise in accordance with the Actor guidelines issued by the statutory authorities and/or listing requirements and that the provisions of these Articles; and b) Preference share capital. 603SHARES AT THE DISPOSAL OF THE DIRECTORS (iv) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the shares in the capital of the Company shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of all or any of such shares to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of section 53 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the Company in General Meeting give to any person the option or right to call for any shares either at par or at a premium during such time and for such consideration as the Board of Directors think fit. Provided that option or right to call for Shares shall not be given to any person or persons without the sanction of the Company in the General Meeting. CONSIDERATION FOR ALLOTMENT (v) The Board of Directors may issue and allot shares of the Company as payment in full or in part, for any property purchased by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services rendered to the Company in the acquisition and/or in the conduct of its business; and any shares which may be so allotted may be issued as fully paid up shares and if so issued shall be deemed as fully paid up shares. However, the aforesaid shall be subject to the approval of shareholders under the relevant provisions of the Act and Rules. FURTHER ISSUE OF SHARES (i) Where at any time the Board or the Company, as the case may be, propose to increase the subscribed capital, either out of the unissued capital or increased Share Capital, by the issue of further shares then such shares shall be offered, subject to the provisions of section 62 of the Act, and the rules made thereunder: (i) To the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below; (ii) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days or such lesser number of days as may be prescribed under applicable Indian law and not exceeding thirty days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined. Provided that the notice shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue; (iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favor of any other person and the notice referred to in sub-clause (ii) shall contain a statement of this right; 604(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the Members and the Company; a) to employees under any scheme of employees’ stock option subject to Special Resolution passed by the Company and subject to the rules and such other conditions, as may be prescribed under applicable law; or b) to any person(s), if it is authorised by a Special Resolution, whether or not those persons include the persons referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer (where such valuation is required under the Act), subject to compliance with the applicable conditions of Chapter III of the Act and any other conditions as may be prescribed under the Act, the rules made thereunder and other applicable laws; (ii) Nothing in sub-clause(iii)of Clause (1)(A) 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 compromised in the renunciation. (iii) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares in the Company or to subscribe for shares of the Company: Provided that the terms of issue of such debentures or loans containing such an option have been approved before the issue of such debentures or the raising of such loans by a Special Resolution passed by the Company in a General Meeting. (iv) Notwithstanding anything contained in Article 13(3) hereof, where any debentures have been issued, or loan has been obtained from any government by the Company, and if that government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the Company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion: Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may, within sixty days from the date of communication of such order, appeal to National Company Law Tribunal which shall after hearing the Company and the Government pass such order as it deems fit. Where the Government has, by an order made under Article 12 (4), directed that any debenture or loan or any part thereof shall be converted into shares in the Company and where no appeal has been preferred to the Tribunal under Article 12 (4) or where such appeal has been dismissed, the memorandum of 605the Company shall, where such order has the effect of increasing the authorised share capital of the Company, stand altered and the authorised share capital of the Company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder. (v) In determining the terms and conditions of conversion under Article 12 (4), the Government shall have due regard to the financial position of the Company, the terms of issue of debentures or loans, as the case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider necessary. (vi) Where the Government has, by an order made under Article 12 (4), directed that any debenture or loan or any part thereof shall be converted into shares in the Company and where no appeal has been preferred to the Tribunal under Article 12 (4) or where such appeal has been dismissed, the memorandum of the Company shall, where such order has the effect of increasing the authorised share capital of the Company, stand altered and the authorised share capital of the Company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into. ALLOTMENT ON APPLICATION TO BE ACCEPTANCE OF SHARES (vii) Any application signed by or on behalf of an applicant for shares in the Company followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register of Members, shall, for the purpose of these Articles, be a Member. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT (viii) The Board shall observe the restrictions as regards allotment of shares to the public contained in the Act, and as regards return on allotments, the Directors shall comply with applicable provisions of the Act. MONEY DUE ON SHARES TO BE A DEBT TO THE COMPANY (i) The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, shall immediately on the inscription of the name of allottee in the Register as the name of the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly. INSTALLMENTS ON SHARES (ii) If, by the conditions of allotment of any shares, whole or part of the amount or issue price thereof shall be payable by installments, every such installment shall, when due, be paid to the Company by the person who, for the time being 606and from time to time, shall be the registered holder of the share or his legal representative. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS (iii) Every Member or his heirs, executors or administrators shall pay to the Company the portion of the capital represented by his share or shares which may, for the time being remain unpaid thereon, in such amounts, at such time or times and in such manner, as the Board shall from time to time, in accordance with these Articles require or fix for the payment thereof. VARIATION OF SHAREHOLDERS’ RIGHTS (i) If at any time the share capital of the Company is divided into different classes of shares, the rights attached to the shares of any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to provisions of the Act and whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourth 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 issued shares of that class, as prescribed by the Act. (ii) Subject to the provisions of the Act, to every such separate meeting, the provisions of these Articles relating to meeting shall mutatis mutandis apply. PREFERENCE SHARES (i) Redeemable Preference Shares The Company, subject to the applicable provisions of the Act and the consent of the Board and subject to such other approvals, permissions or sanctions as may be necessary, shall have the power to issue on a cumulative or non-cumulative basis, preference shares liable to be redeemed in such manner as the Company may determine before the issue of such preference shares and in any manner permissible under the Act, and the Directors may, subject to the applicable provisions of the Act, exercise such power in any manner as they deem fit and provide for redemption of such shares on such terms including the right to redeem at a premium or otherwise as they deem fit. (ii) Convertible Redeemable Preference Shares The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have power to issue on a cumulative or non- cumulative basis convertible redeemable preference shares liable to be redeemed in any manner permissible under the Act and the Directors may, subject to the applicable provisions of the Act, exercise such power as they deem fit and provide for redemption at a premium or otherwise and/or conversion of such shares into such securities on such terms as they may deem fit. (iii) The period of redemption of such preference shares shall not exceed the maximum period for redemption provided under the Act. PAYMENTS OF INTEREST OUT OF CAPITAL (i) The Company shall have the power to pay interest out of its capital on so much of the shares which have been issued for the purpose of raising 607money to defray the expenses of the construction of any work or building for the Company in accordance with the Act. AMALGAMATION (ii) Subject to provisions of these Articles, the Company may amalgamate or cause itself to be amalgamated with any other person, firm or body corporate subject to the provisions of the Act. ISSUE OF CERTIFICATE (i) 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 ₹20 (Indian Rupees Twenty)) to several certificates, each for one or more of such shares and the Company shall complete and have ready for delivery such certificates, unless prohibited by any provision of law or any order of court, tribunal or other authority having jurisdiction, within two (2) months from the date of allotment, or within one (1) month of the receipt of application of registration of transfer, transmission, sub division, consolidation or renewal of any of its shares as the case maybe or within a period of six (6) months from the date of allotment in the case of any allotment of debenture. 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 joint holders. Every certificate thereon and shall be signed by two directors or by a director and the company secretary and the common seal it shall be affixed in the presence of the persons required to sign the certificate. RULES TO ISSUE SHARE CERTIFICATES (ii) The Act shall be complied with in respect of the issue, reissue, renewal of share certificates and the format, sealing and signing of the certificates and records of the certificates issued shall be maintained in accordance with the Act. ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED (iii) If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if 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, being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every certificate under this Article shall be issued upon payment of such fees for each certificate as may be specified by the Board (which fees shall not exceed the maximum amount permitted under the applicable law). Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer. Provided that notwithstanding what is stated above, the Directors shall comply with such rules or regulation or requirements of any stock exchange or the rules made under the Act or the rules made under Securities Contracts 608(Regulation) Act, 1956 or any other act or rules applicable in this behalf. The provision of this Article shall mutatis mutandis apply to debentures of the Company. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC. (i) The Company may exercise the powers of paying commissions conferred by sub-Section (6) of Section 40 or the Act (as amended from time to time), provided that the rate per cent or amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder. (ii) The rate or amount of the commission shall not exceed the rate or amount prescribed under the applicable rules made under sub-Section (6) of Section 40 or the Act (as amended from time to time). (iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. 2. LIEN COMPANY’S LIEN ON SHARES / DEBENTURES (i) The Company shall subject to applicable law have a first and paramount lien on every share / debenture (not being a fully paid share / debenture) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that share / debenture. Unless otherwise agreed, the registration of transfer of shares / debentures shall operate as a waiver of the Company’s lien, if any, on such shares / debentures. Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The fully paid up shares shall be free from all lien on any account whatsoever and in the case of partly paid up shares, if any, the Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares. LIEN TO EXTEND TO DIVIDENDS, ETC. (ii) The Company’s lien, if any, on a share shall extend to all dividends or interest, as the case may be, payable and bonuses declared from time to time in respect of such shares / debentures. ENFORCING LIEN BY SALE (i) Subject to the provisions of the Act, 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— • unless a sum in respect of which the lien exists is presently payable; or • until the expiration of fourteen (14) 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 to the person entitled thereto by reason of his death 609or insolvency or otherwise. No Member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the Company has exercised any right of lien. VALIDITY OF SALE (i) 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 with reference to the sale. VALIDITY OF COMPANY’S RECEIPT (i) The receipt of the Company for the consideration (if any) given for the share on the sale thereof shall (if necessary, to execution of an instrument of transfer or a transfer by relevant system, as the case maybe) constitute a good title to the share and the purchaser shall be registered as the holder of the share. APPLICATION OF SALE PROCEEDS (ii) The proceeds of any such 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 and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. OUTSIDER’S LIEN NOT TO AFFECT COMPANY’S LIEN (iii) In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by law) be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person, whether a creditor of the registered holder or otherwise. The Company’s lien shall prevail notwithstanding that it has received notice of any such claim. PROVISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. (iv) The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including debentures, of the Company. 4. CALLS ON SHARES BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARES (i) The Board may subject to the provisions of the Act and any other applicable law, from time to time, make such call as it thinks fit upon the Members in respect of all moneys unpaid on the shares (whether on account of the nominal value of the shares or by 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. A call 610may be revoked or postponed at the discretion of the Board. The power to call on shares shall not be delegated to any other person except with the approval of the shareholders’ in a General Meeting. NOTICE FOR CALL (ii) Each Member shall, subject to receiving at least fourteen (14) 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. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in respect of one or more Members as the Board may deem appropriate in any circumstances. CALL WHEN MADE (i) The Board of Directors may, when making a call by resolution, determine the date on which such call shall be deemed to have been made, not being earlier than the date of resolution making such call, and thereupon the call shall be deemed to have been made on the date so determined and if no such date is so determined a call shall be deemed to have been made at the date when the resolution authorizing such call was passed at the meeting of the Board and may be required to be paid in installments. LIABILITY OF JOINT HOLDERS FOR A CALL (i) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. CALLS TO CARRY INTEREST (i) If a Member fails to pay any call due from him on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at the rate of ten percent or such other lower rate as shall from time to time be fixed by the Board but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such Member. The Board shall be at liberty to waive payment of any such interest wholly or in part. DUES DEEMED TO BE CALLS (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. EFFECT OF NON-PAYMENT OF SUMS (ii) In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 611PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST (i) The Board – a) may, subject to provisions of the Act, if it thinks fit, 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 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 as as may be agreed upon between the Board and the Member paying the sum in advance. Nothing contained in this Article shall confer on the Member (i) any right to participate in profits or dividends; or (ii) any voting rights in respect of the moneys so paid by him, until the same would, but for such payment, become presently payable by him. The Directors may at any times repay the amount so advanced. PROVISIONS AS TO CALLS TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. (ii) The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities, including debentures, of the Company. 5. TRANSFER OF SHARES REGISTER OF TRANSFERS (i) The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any shares. The Company shall also use a common form of transfer. ENDORSEMENT OF TRANSFER (ii) In respect of any transfer of shares registered in accordance with the provisions of these Articles, the Board may, at its discretion, direct an endorsement of the transfer and the name of the transferee and other particulars on the existing share certificate and authorize any Director or Officer of the Company to authenticate such endorsement on behalf of the Company or direct the issue of a fresh share certificate, in lieu of and in cancellation of the existing certificate in the name of the transferee INSTRUMENT OF TRANSFER (i) The instrument of transfer of any share shall be in writing and all the provisions of the Act, and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof. The Company shall use the form of transfer, as prescribed under the Act, in all cases. 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, 1996 shall apply. (ii) The Board may decline to recognize any instrument of transfer unless- a) the instrument of transfer is in the form prescribed under the Act; b) the instrument of transfer is accompanied by the certificate of shares to which it relates, and such other evidence as the Board may reasonably require 612to show the right of the transferor to make the transfer; and c) the instrument of transfer is in respect of only one class of shares. (iii) No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document. EXECUTION OF TRANSFER INSTRUMENT (iv) Every such instrument of transfer shall be executed, both, by or on behalf of both the transferor and the transferee and the transferor shall be deemed to remain holder of the shares until the name of the transferee is entered in the Register of Members in respect thereof. CLOSING REGISTER OF TRANSFERS AND OF MEMBERS (i) Subject to compliance with the Act and other applicable law, the Board shall be empowered, on giving not less than seven (7) days’ notice or such period as may be prescribed, to close the transfer books, Register of Members, the register of debenture holders at such time or times, and for such period or periods, not exceeding thirty (30) days at a time and not exceeding an aggregate forty five (45) days in each year as it may seem expedient. DIRECTORS MAY REFUSE TO REGISTER TRANSFER (ii) Subject to the provisions of these Articles and other applicable provisions of the Act or any other law for the time being in force, the Board may (at its own absolute and uncontrolled discretion) decline or refuse by giving reasons, whether in pursuance of any power of the Company under these Articles or otherwise, to register or acknowledge any transfer of, or the transmission by operation of law of the right to, any securities or interest of a Member in the Company, after providing sufficient cause, within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the Company. Provided that the registration of transfer of any securities shall not be refused on the ground of the transferor being alone or jointly with any other person or persons, indebted to the Company on any account whatsoever except where the Company has a lien on shares. TRANSFER OF PARTLY PAID SHARES (i) Where in the case of partly paid shares, an application for registration is made by the transferor alone, the transfer shall not be registered, unless the Company gives the notice of the application to the transferee in accordance with the provisions of the Act and the transferee gives no objection to the transfer within the time period prescribed under the Act. TITLE TO SHARES OF DECEASED MEMBERS (ii) The executors or administrators or the holders of a succession certificate issued in respect of the shares of a deceased Member and not being one of several joint holders shall be the only person whom the Company shall recognize as having any title to the shares registered in the name of such Members and in case of the death of one or more of the joint holders of any registered share, the survivor or survivors shall be entitled to the title or interest in such shares but nothing herein contained shall be taken to release 613the estate of a deceased joint holder from any liability on shares held by him jointly with any other person. Provided nevertheless that in case the Directors, in their absolute discretion think fit, it shall be lawful for the Directors to dispense with the production of a probate or letters of administration or a succession certificate or such other legal representation upon such terms (if any) (as to indemnify or otherwise) as the Directors may consider necessary or desirable. TRANSFERS NOT PERMITTED (iii) No share shall in any circumstances be transferred to any infant, insolvent or a person of unsound mind, except fully paid shares through a legal guardian. 6. TRANSMISSION OF SHARES TRANSMISSION OF SHARES (i) Subject to the provisions of the Act and these Articles, any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency of any Members, or by any lawful means other than by a transfer in accordance with these Articles, may with the consent of the Board (which it shall not be under any obligation to give), upon producing such evidence as the Board thinks sufficient, that he sustains the character in respect of which he proposes to act under this Article, or of his title, elect to either be registered himself as holder of the shares or elect to have some person nominated by him and approved by the Board, registered as such holder or to make such transfer of the share as the deceased or insolvent member could have made. 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. Provided, nevertheless, if such person shall elect to have his nominee registered, he shall testify that election by executing in favour of his nominee an instrument of transfer in accordance with the provision herein contained and until he does so he shall not be freed from any liability in respect of the shares. Further, all limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfer 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. RIGHTS ON TRANSMISSION (i) A person becoming entitled to a share by reason of the death or insolvency of the holder shall, subject to the Directors’ right to retain such dividends or money, 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. (ii) Provided that the Board may at any time give a 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 (90) days, the Board may thereafter withhold payment of all dividends, bonus or other moneys payable in respect of such share, until the requirements of notice have been complied with. 614SHARE CERTIFICATES TO BE SURRENDERED (i) Before the registration of a transfer, the certificate or certificates of the share or shares to be transferred must be delivered to the Company along with (save as provided in the Act) properly stamped and executed instrument of transfer. COMPANY NOT LIABLE TO NOTICE OF EQUITABLE RIGHTS (i) The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register) to the prejudice of persons having or claiming any equitable rights, title or interest in the said shares, notwithstanding that the Company may have had notice of such equitable rights referred thereto in any books of the Company and the Company shall not be bound by or required to regard or attend to or give effect to any notice which may be given to it of any equitable rights, title or interest or be under any liability whatsoever for refusing or neglecting to do so, though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so think fit. TRANSFER AND TRANSMISSION OF DEBENTURES (i) The provisions of these Articles, shall, mutatis mutandis, apply to the transfer of or the transmission by law of the right to any securities including, debentures of the Company. 7. FORFEITURE OF SHARES BOARD TO HAVE A RIGHT TO FORFEIT SHARES (i) If a Member fails to pay any call, or installment of a call or any money due in respect of any share, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on him requiring payment of so much of the call or installment or other money 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. NOTICE FOR FORFEITURE OF SHARES (ii) The notice aforesaid shall: a) name a further day (not being earlier than the expiry of fourteen days from the date of services of the notice) on or before which the payment required by the notice is to be made; and b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 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. 615RECEIPT OF PART AMOUNT OR GRANT OF INDULGENCE NOT TO AFFECT FORFEITURE (iii) Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any money which shall from time to time be due from any Member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture of such shares as herein provided. There shall be no forfeiture of unclaimed dividends before the claim becomes barred by applicable law. FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY (i) Any share forfeited in accordance with these Articles, shall be deemed to be the property of the Company and may be sold, re-allocated or otherwise disposed of either to the original holder thereof or to any other person upon such terms and in such manner as the Board thinks fit. ENTRY OF FORFEITURE IN REGISTER OF MEMBERS (ii) When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting member and any entry of the forfeiture with the date thereof, shall forthwith be made in the Register of Members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid. MEMBER TO BE LIABLE EVEN AFTER FORFEITURE (iii) 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, and shall pay, to the Company all monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares. All such monies payable shall be paid together with interest thereon at such rate as the Board may determine, from the time of forfeiture until payment or realization. The Board may, if it thinks fit, but without being under any obligation to do so, enforce the payment of the whole or any portion of the monies due, without any allowance for the value of the shares at the time of forfeiture or waive payment in whole or in part. 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. EFFECT OF FORFEITURE (iv) The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles expressly saved. CERTIFICATE OF FORFEITURE (v) 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. 616TITLE OF PURCHASER AND TRANSFEREE OF FORFEITED SHARES (i) 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. The transferee shall thereupon be registered as the holder of the share and 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. VALIDITY OF SALES (ii) Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the Board may, if necessary, appoint some person to execute an instrument for transfer of the shares sold and cause the purchaser’s name to be entered in the Register of Members in respect of the shares sold and after his name has been entered in the Register of Members in respect of such shares the validity of the sale shall not be impeached by any person. CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES (iii) 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. The Board may at any time before any share so forfeited shall have them sold, reallotted or otherwise disposed of, cancel the forfeiture thereof upon such conditions at it thinks fit. BOARD ENTITLED TO CANCEL FORFEITURE (i) The Board may at any time before any share so forfeited shall have them sold, reallotted or otherwise disposed of, cancel the forfeiture thereof upon such conditions at it thinks fit. SURRENDER OF SHARE CERTIFICATES (i) 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. SUMS DEEMED TO BE CALLS (i) The provisions of these Articles 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. 617PROVISIONS AS TO FORFEITURE OF SHARES TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. (i) The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other securities, including debentures, of the Company. 8. ALTERATION OF CAPITAL SUB-DIVISION, CONSOLIDATION AND CANCELLATION OF SHARE CERTIFICATE (i) Subject to the provisions of the Act, the Company in its General Meetings may, by an Ordinary Resolution, from time to time: a) Increase, reduce or otherwise alter the share capital by such sum, to be divided into shares of such amount as it thinks expedient; b) divide, sub-divide or consolidate its shares, or any of them, and the resolution whereby any share is sub-divided, may determine that as between the holders of the shares resulting from such sub- division one or more of such shares have some preference or special advantage in relation to dividend, capital or otherwise as compared with the others; c) cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. A cancellation of Shares pursuant to this Article shall not be deemed to be a reduction of the Share Capital within the meaning of the Act; d) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; provided that any consolidation and division which results in changes in the voting percentage of Members shall require applicable approvals under the Act; and e) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination. RIGHTS TO ISSUE SHARE WARRANTS (i) The Company may issue share warrants subject to, and in accordance with provisions of the Act. The Board may, in its discretion, with respect to any share which is fully paid up on application in writing signed by the person registered as holder of the share, and authenticated by such evidence (if any) as the Board may from time to time require as to the identity of the person signing the application, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require having been paid, issue a warrant. BOARD TO MAKE RULES (ii) The Board may, from time to time, make rules as to the terms on which it shall think fit, a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. SHARES MAY BE CONVERTED INTO STOCK (i) Where shares are converted into stock: 618a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same Articles under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose; b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage; c) such of the Articles of the Company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder”/“Member” shall include “stock” and “stock-holder” respectively. REDUCTION OF CAPITAL (i) 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— a) its share capital; and/or b) any capital redemption reserve account; and/or c) any share premium account and in particular without prejudice to the generality of the foregoing power may be: (i) extinguishing or reducing the liability on any of its shares in respect of share capital not paid up; (ii) either with or without extinguishing or reducing liability on any of its shares, (a) cancel paid up share capital which is lost or is unrepresented by available assets; or (b) pay off any paid up share capital which is in excess of the wants of the Company; and may, if and so far as is necessary, alter its Memorandum, by reducing the amount of its share capital and of its shares accordingly. DEMATERIALISATION OF SECURITIES The Company shall be entitled to treat the person whose name appears on the register of members as the holder of any Share or whose name appears as the Beneficial Owner of Shares in the records of the depository, as the absolute owner thereof. Provided however that provisions of the Act or these Articles relating to distinctive numbering shall not apply to the shares of the Company, which have been dematerialized. (ii) The Company shall recognise interest in dematerialised securities under the Depositories Act, 1996. Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue (in case of the Company only), deal in, hold the securities (including shares) with a Depository in electronic form and the 619certificates in respect thereof shall be dematerialized, in which event, the rights and obligations of the parties concerned and matters connected therewith or incidental thereof shall be governed by the provisions of the Depositories Act, 1996 as amended from time to time or any statutory modification(s) thereto or re-enactment thereof, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other applicable law. (iii) Dematerialisation/Re-materialisation of securities: Notwithstanding anything to the contrary or inconsistent contained in these Articles, the Company shall be entitled to dematerialise its existing securities, re materialise its securities held in Depositories and/or offer its fresh securities in the dematerialised form pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any. Notwithstanding anything contained herein, the Company shall be entitled to dematerialize its shares, debentures and other Securities pursuant to the Depositories Act and offer its shares, debentures and other Securities for subscription in a dematerialized form. The Company shall be further entitled to maintain a register of members with the details of members holding shares both in material and dematerialized form in any medium as permitted by Law including any form of electronic medium. Notwithstanding anything contained in the Articles, and subject to the provisions of the law for the time being in force, the Company shall on a request made by a Beneficial Owner, re-materialize the shares, which are in dematerialized form. (iv) Option to receive security certificate or hold securities with the Depository Every person subscribing to or holding securities of the Company shall have the option to receive the security certificate or hold securities with a Depository. Where a person opts to hold a security with the Depository, the Company shall intimate such Depository of the details of allotment of the security and on receipt of such information, the Depository shall enter in its Record, the name of the allottees as the beneficial owner of that Security. In the case of transfer of shares or other marketable Securities where the Company has not issued any certificates and where such shares or Securities are being held in an electronic and fungible form, the provisions of the Depositories Act shall apply. Every person subscribing to the shares offered by the Company shall receive such shares in dematerialized form. Such a person who is the Beneficial Owner of the shares can at any time opt out of a depository, if permitted by the law, in respect of any shares in the manner provided by the Depositories Act and the regulations made thereunder and the Company shall in the manner and within the time prescribed, issue to the Beneficial Owner the required certificate of shares. If a person opts to hold his shares with a depository, the Company shall intimate such depository the details of allotment of the shares, and on receipt of the information, the depository shall enter in its record the name of the allottee as the Beneficial Owner of the shares. 620(v) Securities in electronic form All securities held by a Depository shall be dematerialized and held in electronic form. No certificate shall be issued for the securities held by the Depository. (vi) Beneficial owner deemed as absolute owner Except as ordered by a court of competent jurisdiction or by applicable law required and subject to the provisions of the Act, the Company shall be entitled to treat the person whose name appears on the applicable register as the holder of any security or whose name appears as the beneficial owner of any security in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equity, equitable contingent, future, partial interest, other claim to or interest in respect of such securities or (except only as by these Articles otherwise expressly provided) any right in respect of a security other than an absolute right thereto in accordance with these Articles, on the part of any other person whether or not it has expressed or implied notice thereof but the Board shall at their sole discretion register any security in the joint names of any two or more persons or the survivor or survivors of them. All shares held by a depository shall be dematerialized and shall be in a fungible form. (i) Notwithstanding anything to the contrary contained in the Act or the Articles, a depository shall be deemed to be the registered owner for the purposes of effecting any transfer of ownership of shares on behalf of the Beneficial Owner. (ii) Save as otherwise provided in (i) above, the depository as the registered owner of the shares shall not have any voting rights or any other rights in respect of shares held by it. Every person holding shares of the Company and whose name is entered as the Beneficial Owner in the records of the depository shall be deemed to be the owner of such shares and shall also be deemed to be a Shareholder of the Company. The Beneficial Owner of the Shares shall be entitled to all the liabilities in respect of his Shares which are held by a Depository. Notwithstanding anything in the Act or the Articles to the contrary, where shares 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 any other mode as prescribed by law from time to time. In the case of transfer of shares or other marketable Securities where the Company has not issued any certificates and where such shares or Securities are being held in an electronic and fungible form, the provisions of the Depositories Act shall apply. (vii) Register and index of beneficial owners The Company shall cause to be kept a register and index of members with details of securities held in materialized and dematerialised forms in any media as may be permitted by law including any form of electronic media. The register and index of beneficial owners maintained by a Depository under the Depositories Act, 1996 shall be deemed to be a register and index of members for the purposes of this Act. The Company shall have the power to keep in any state or country outside India, a Register of Members, resident in that state or country. 9. CAPITALISATION OF PROFITS 621CAPITALISATION OF PROFITS (i) The Company in General Meeting, may, on recommendation of the Board resolve: a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of the Company’s reserve accounts or securities premium account 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 the sub-clause (ii) amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion. (ii) The sum aforesaid shall not be paid in cash but shall be applied, either in or towards: a) paying up any amounts for the time being unpaid on shares held by such Members respectively; b) paying up in full, unissued share of the Company to be allotted and distributed, credited as fully paid up, to and amongst such Members in the proportions aforesaid; or c) partly in the way specified in sub-clause (a) and partly that specified in sub - clause (b). d) A securities premium account and a capital redemption reserve account or any other permissible reserve account may be applied as permitted under the Act in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares. e) The Board shall give effect to the resolution passed by the Company in pursuance of these Articles. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall: a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares or other securities, if any; and b) generally do all acts and things required to give effect thereto. (ii) The Board shall have full power: a) to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as it thinks fit, in the case of shares or debentures becoming distributable in fractions; and b) to authorize any person to enter, on behalf of all the Members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or other securities 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 the profits resolved to be capitalized, 622of the amount or any parts of the amounts remaining unpaid on their existing shares. (iii) Any agreement made under such authority shall be effective and binding on such Members. 10. BUY-BACK OF SHARES BUY BACK OF SHARES (i) Notwithstanding anything contained in these Articles, but subject to all applicable provisions of the Act or any other law for the time being in force, the Company may purchase its own shares or other specified securities. 11. GENERAL MEETINGS ANNUAL GENERAL MEETINGS (i) The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meeting in that year. (ii) An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act. EXTRAORDINARY GENERAL MEETINGS (iii) All General Meetings other than the Annual General Meeting shall be called “Extraordinary General Meeting”. Provided that, the Board may, whenever it thinks fit, call an Extraordinary General Meeting. EXTRAORDINARY MEETINGS ON REQUISITION (iv) The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of the Company in the circumstances and in the manner provided under the Act. NOTICE FOR GENERAL MEETINGS (v) All General Meetings shall be convened by giving not less than clear twenty one (21) days’ notice, in such manner as is prescribed under the Act, specifying the place, date and hour of the meeting and a statement of the business proposed to be transacted at such a meeting, in the manner mentioned in the Act. Notice shall be given to all the Members and to such persons as are under the Act and/or these Articles entitled to receive such notice from the Company but any accidental omission to give notice to or non-receipt of the notice by any Member or other person to whom it should be given shall not invalidate the proceedings of any General Meetings. (vi) The Members may participate in General Meetings through such modes as permitted by applicable laws. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS (vii) Subject to the provisions of the Act and these Articles, notice of General Meeting shall be given: a) To the Members of the Company as provided by these Articles. b) To the persons entitled to a share in consequence of the death or insolvency of a Member. 623c) To the Directors of the Company. d) To the auditors for the time being of the Company; in the manner authorized by as in the case of any Member or Members of the Company. SHORTER NOTICE ADMISSIBLE (ii) Upon Compliance with the relevant provisions of the Act, an Annual General Meeting or any General Meeting may be convened by giving a shorter notice than twenty one (21) days. CIRCULATION OF MEMBERS’ RESOLUTION (iii) The Company shall comply with provisions of Section 111 of the Act, as to giving notice of resolutions and circulating statements on the requisition of Members. SPECIAL AND ORDINARY BUSINESS (iv) Subject to the provisions of the Act, all business shall be deemed special that is transacted at the Annual General Meeting with the exception of declaration of any dividend, the consideration of financial statements and reports of the Directors and auditors, the appointment of Directors in place of those retiring and the appointment of and fixing of the remuneration of the auditors. In case of any other meeting, all business shall be deemed to be special. (v) In case of special business as aforesaid, an explanatory statement as required under the applicable provisions of the Act shall be annexed to the notice of the meeting. 12. PROCEEDINGS AT GENERAL MEETINGS QUORUM FOR GENERAL MEETING (i) Five (5) Members or such other number of Members as required under the Act or the applicable law for the time being in force prescribes, personally present shall be quorum for a General Meeting and no business shall be transacted at any General Meeting unless the requisite quorum is present at the commencement of the meeting. TIME FOR QUORUM AND ADJOURNMENT (i) Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting, a quorum is not present, the meeting, if called upon the requisition of Members, shall be cancelled and in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine. If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be quorum and may transact the business for which the meeting was called. CHAIRMAN OF GENERAL MEETING (i) The chairman, if any, of the Board of Directors shall preside as chairman at every General Meeting of the Company. 624ELECTION OF CHAIRMAN (i) Subject to the provisions of the Act, if there is no such chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall elect another Director as chairman and if no Director be present or if all the Directors decline to take the chair, then the Members present shall choose a Member to be the chairman. 13. ADJOURNMENT OF MEETING ADJOURNMENT OF MEETING (i) Subject to the provisions of the Act, the chairman of a General Meeting may, with the consent given in the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn that meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When the meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as nearly to the original meeting, as may be possible. Save as aforesaid and as provided in Section 103 of the Act, it shall not be necessary to give any notice of adjournment of the business to be transacted at an adjourned meeting. 14. VOTING RIGHTS VOTING RIGHTS OF MEMBERS (i) Subject to any rights or restrictions for the time being attached to any class or classes of shares: a) On a show of hands every Member holding Equity Shares and present in person shall have one vote. b) On a poll, every Member holding Equity Shares therein shall have voting rights in proportion to his share in the paid up equity share capital. c) A Member may exercise his vote at a meeting by electronic means in accordance with the Act and shall vote only once. VOTING BY JOINT-HOLDERS (i) In case of joint holders the vote of first named of such joint holders in the Register of Members who tender a vote whether in person or by proxy shall be accepted, to the exclusion of the votes of other joint holders VOTING BY MEMBER OF UNSOUND MIND (i) 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 legal guardian may, on a poll, vote by proxy. NO RIGHT TO VOTE UNLESS CALLS ARE PAID (i) No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by him have been paid, or in regard to which the Company has lien and has exercised any right of lien 625VOTING AT MEETING (i) At any General Meeting, a demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than that on which a poll has been demanded. The demand for a poll may be withdrawn at any time by the person or persons who made the demand. Further, no objection shall be raised to the qualification of any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the General Meeting, whose decision shall be final and conclusive. DECISION BY POLL (ii) If a poll is duly demanded in accordance with the provisions of the Act, it shall be taken in such manner as the chairman directs and the results of the poll shall be deemed to be the decision of the meeting on the resolution in respect of which the poll was demanded. CASTING VOTE OF CHAIRMAN (iii) In case of equal votes, whether on a show of hands or on a poll, the chairman of the General Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled to as a Member. PASSING RESOLUTIONS BY POSTAL BALLOT (i) 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 Act, 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. (ii) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures as prescribed under the Act. (iii) 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. 15. PROXY PROXY (i) Any Member entitled to attend and vote at a General Meeting may do so either personally or through his constituted attorney or through another person as a proxy on his behalf, for that meeting. INSTRUMENT OF PROXY (ii) An instrument appointing a proxy shall be in the form as prescribed under the Act for this purpose. The instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney duly authorized in writing or if appointed by a body corporate either under its common seal or under the hand 626of its officer or attorney duly authorized in writing by it. Any person whether or not he is a Member of the Company may be appointed as a proxy. The instrument appointing a proxy and power of attorney or other authority (if any) under which it is signed or a notarized copy of that power or authority must be deposited at the Office of the Company not less than forty eight (48) hours prior to the time fixed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in case of a poll, not less than twenty four (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. VALIDITY OF PROXY (i) 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 shares in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at its Office before the commencement of the meeting or adjourned meeting at which the proxy is used. CORPORATE MEMBERS (i) Any corporation which is a Member of the Company may, by resolution of its Board of Directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company and the said person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could have exercised if it were an individual Member of the Company (including the right to vote by proxy). 16. BOARD OF DIRECTORS NUMBER OF DIRECTORS (i) Unless otherwise determined by General Meeting, the number of Directors shall not be less than three (3) and not more than fifteen (15), and at least one (1) Director shall be resident of India in the previous year. Provided that the Company may appoint more than fifteen (15) directors after passing a Special Resolution. The following were the first Directors of the Company: • Bechar Raghavji Patel • Dhanji Raghavji Patel SHARE QUALIFICATION NOT NECESSARY (ii) Any person whether a Member of the Company or not may be appointed as Director and no qualification by way of holding shares shall be required of any Director. 627INDEPENDENT DIRECTORS (iii) The Company shall have such number of Independent Directors on the Board of the Company, as may be required to comply with applicable laws, including the Act and the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015, as amended. ADDITIONAL DIRECTORS (iv) 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. ALTERNATE DIRECTORS (v) The Board may, subject to provisions of the Act, appoint a person, not being a person holding any alternate directorship for any other director in the Company or holding directorship in the Company, to act as an alternate director for a director during his absence for a period of not less than 3 (three) months from India (hereinafter in this Article called the “Original Director”). (vi) 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. If the term of office of the Original Director is determined before he returns to India the automatic re-appointment of retiring directors in default of another appointment shall apply to the Original Director and not to the alternate director. APPOINTMENT OF DIRECTOR TO FILL A CASUAL VACANCY (vii) 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. The director so appointed shall hold office only up to the date which the director in whose place he is appointed would have held office if it had not been vacated. REMUNERATION OF DIRECTORS (i) A Director (other than a managing Director or whole-time Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or the Central Government from time to time for each meeting of the Board of Directors or any committee thereof attended by him. The remuneration of Directors including managing Director and/or whole-time Director may be paid in accordance with the applicable provisions of the Act. (ii) The Board of Directors may allow and pay or reimburse any Director who is not a bona fide resident of the place where a meeting of the Board or of any committee is held and who shall come to such place for the purpose of attending such meeting or for attending its business at the request of the Company, such sum as the Board may consider fair compensation for travelling, and out-of-pocket expenses and if any Director be called upon to go or reside out of the ordinary place of his residence on the Company’s 628business he shall be entitled to be reimbursed any travelling or other expenses incurred in connection with the business of the Company. (iii) The managing Directors/ whole-time Directors shall be entitled to charge and be paid for all actual expenses, if any, which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. REMUNERATION FOR EXTRA SERVICES (iv) If any Director, being willing, shall be called upon to perform extra services or to make any special exertions (which expression shall include work done by Director as a Member of any committee formed by the Directors) in going or residing away from the town in which the Office of the Company may be situated for any purposes of the Company or in giving any special attention to the business of the Company or as member of the Board, then subject to the provisions of the Act, the Board may remunerate the Director so doing either by a fixed sum, or by a percentage of profits or otherwise and such remuneration, may be either in addition to or in substitution for any other remuneration to which he may be entitled. CONTINUING DIRECTOR MAY ACT (i) The continuing Directors may act notwithstanding any vacancy in the Board, but if the number is reduced below three, the continuing Directors or Director may act for the purpose of increasing the number of Directors to three or for summoning a General Meeting of the Company, but for no other purpose. VACATION OF OFFICE OF DIRECTOR (ii) The office of a Director shall be deemed to have been vacated under the circumstances enumerated under Act. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR (i) At the Annual General Meeting of the Company to be held every year, one third of such of the Directors as are liable to retire by rotation for time being, or, if their number is not three or a multiple of three then the number nearest to one third shall retire from office, and they will be eligible for re-election. Provided nevertheless that the managing director appointed or the Directors appointed as a debenture director under Articles hereto shall not retire by rotation under this Article nor shall they be included in calculating the total number of Directors of whom one third shall retire from office under this Article. RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION (ii) A retiring Director shall be eligible for re-election and the Company, at the Annual General Meeting at which a Director retires in the manner aforesaid, may fill up the vacated office by electing a person thereto. WHICH DIRECTOR TO RETIRE (iii) The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among 629themselves) be determined by lots. POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION (i) Subject to the provisions of the Act, the Company may by an Ordinary Resolution in General Meeting, remove any Director before the expiration of his period of office and may, by an Ordinary Resolution, appoint another person instead. Provided that an independent director re-appointed for second term under the provisions of the Act shall be removed by the company only by passing a Special Resolution and after giving him a reasonable opportunity of being heard. DIRECTORS NOT LIABLE FOR RETIREMENT (i) The Company in General Meeting may, when appointing a person as a Director declare that his continued presence on the Board of Directors is of advantage to the Company and that his office as Director shall not be liable to be determined by retirement by rotation for such period until the happening of any event of contingency set out in the said resolution. DIRECTOR FOR COMPANIES PROMOTED BY THE COMPANY (ii) Directors of the Company may be or become a director of any company promoted by the Company or in which it may be interested as vendor, shareholder or otherwise and no such Director shall be accountable for any benefits received as a director or member of such company subject to compliance with applicable provisions of the Act. MAINTENANCE OF FOREIGN REGISTER (i) The Company may exercise the powers conferred on it by the Act with regard to the keeping of a foreign register; and the Board may (subject to the provisions of those Sections) make and vary such regulations as it may think fit respecting the keeping of any register. 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 maybe, by such person and in such manner as the Board shall from time to time by resolution determine. 17. PROCEEDINGS OF THE BOARD MEETINGS OF THE BOARD (i) The Board of Directors shall meet at least once in every three (3) months with a maximum gap of One Hundred and Twenty (120) days between two (2) meetings of the Board for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in accordance with the Act, provided that at least four (4) such meetings shall be held in every year. Place of meetings of the Board shall be at a location determined by the Board at its previous meeting, or if no such determination is made, then as determined by the chairman of the Board. (ii) The chairman may, at any time, and the secretary or such other Officer of the Company as may be authorised in this behalf on the requisition of Director 630shall at any time summon a meeting of the Board. Notice of at least seven (7) days in writing of every meeting of the Board shall be given to every Director and every alternate Director at his usual address whether in India or abroad, provided always that a meeting may be convened by a shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting and in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any. (iii) The notice of each meeting of the Board shall include (i) the time for the proposed meeting; (ii) the venue for the proposed meeting; and (iii) an agenda setting out the business proposed to be transacted at the meeting. (iv) To the extent permissible by applicable law, the Directors may participate in a meeting of the Board or any committee thereof, through electronic mode, that is, by way of video conferencing i.e., audio visual electronic communication facility. The notice of the meeting must inform the Directors regarding the availability of participation through video conferencing. Any Director participating in a meeting through the use of video conferencing shall be counted for the purpose of quorum. QUESTIONS AT BOARD MEETING HOW DECIDED (i) Questions arising at any time at a meeting of the Board shall be decided by majority of votes and in case of equality of votes, the Chairman, in his absence the Vice Chairman or the Director presiding shall have a second or casting vote. QUORUM (ii) Subject to the provisions of the Act and other applicable law, the quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one-third being rounded off as one) or two Directors whichever is higher and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum. At any time the number of interested Directors is equal to or exceeds two- thirds of total strength, the number of remaining Directors, that is to say the number of Directors who are not interested, present at the meeting being not less than two, shall be the quorum during such time. The total strength of the Board shall mean the number of Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total strength of Board after deducting there from the number of Directors, if any, whose places are vacant at the time. The term ‘interested director’ means any Director whose presence cannot, by reason of applicable provisions of the Act be counted for the purpose of forming a quorum at meeting of the Board, at the time of the discussion or vote on the concerned matter or resolution. ADJOURNED MEETING (iii) Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting of the Board, a quorum is not present, the meeting, 631shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Directors may determine. ELECTION OF CHAIRMAN OF BOARD (i) The Board may elect a chairman of its meeting and determine the period for which he is to hold office. (ii) If no such chairman is elected or at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting the Directors present may choose one among themselves to be the chairman of the meeting. POWERS OF DIRECTORS (iii) The Board may exercise all such powers of the Company and do all such acts and things as are not, by the Act or any other applicable law, or by the Memorandum or by the Articles required to be exercised by the Company in a General Meeting, subject nevertheless to these Articles, to the provisions of the Act or any other applicable law and to such regulations being not inconsistent with the aforesaid regulationsor provisions, as may be prescribed by the Company in a General Meeting; but no regulation made by the Company in a General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. DELEGATION OF POWERS AND CONSTITUTION OF COMMITTEES OF THE BOARD (iv) Subject to Section 179 of the Act, the Board shall have the right to delegate any of their powers to such managers, agents or other Persons as they may deem fit and may at their own discretion revoke, vary or withdraw such powers. (v) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such members of its body as it thinks fit. (vi) Any committee so formed shall, in the exercise of the power so delegated conform to any regulations that may be imposed on it by the Board. ELECTION OF CHAIRMAN OF COMMITTEE (i) A committee may elect a chairman of its meeting. If no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be the chairman of the committee meeting. (ii) The quorum of a committee may be fixed by the Board of Directors QUESTIONS HOW DETERMINED (i) A committee may meet and adjourn as it thinks proper. (ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present as the case may be and in case of equality of vote, the chairman shall have a second or casting vote, in addition to his vote as a member of the committee. 632VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE (iii) All acts done by any meeting of the Board, 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 even such Director or such person has been duly appointed and was qualified to be a Director. RESOLUTION BY CIRCULATION (iv) Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with the necessary papers, if any, to all the Directors or to all the members of the committee then in India, not being less in number than the quorum fixed of the meeting of the Board or the committee, as the case may be and to all other Directors or Members at their usual address in India and approved by such of the Directors as are then in India or by a majority of such of them as are entitled to vote at the resolution shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or committee duly convened and held. BORROWING POWERS (i) Subject to the provisions of the Act and these Articles, the Board may from time to time at their discretion raise or borrow or secure the payment of any such sum of money for the purpose of the Company, in such manner and upon such terms and conditions in all respects as they think fit, and in particular, by promissory notes or by receiving deposits and advances with or without security or by the issue of bonds, debentures, perpetual or otherwise, including debentures convertible into shares of this Company or any other company or perpetual annuities and to secure any such money so borrowed, raised or received, mortgage, pledge or charge the whole or any part of the property, 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 to give the lenders powers of sale and other powers as may be expedient and to purchase, redeem or pay off any such securities; provided however, that the moneys to be borrowed, together with the money already borrowed by the Company apart from temporary loans (as defined under Section 180(1) of the Act) obtained from the Company’s bankers in the ordinary course of business shall not, without the sanction of the Company by a Special Resolution at a General Meeting, exceed the aggregate of the paid up capital of the Company, its free reserves and securities premium. Provided that every Special Resolution passed by the Company in General Meeting in relation to the exercise of the power to borrow shall specify the total amount up to which moneys may be borrowed by the Board of Directors. (ii) The Directors may by resolution at a meeting of the Board delegate the above power to borrow money otherwise than on debentures to a committee of Directors or managing Director or to any other person permitted by applicable law, if any, within the limits prescribed. (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 interests of the Company. 633(iv) Any bonds, debentures, debenture-stock or other securities may if permissible under applicable 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, attending (but not voting) in the General Meeting, 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. NOMINEE DIRECTORS (i) Subject to the provisions of the Act, so long as any moneys remain owing by the Company to Financial Institutions regulated by the Reserve Bank of India, State Financial Corporation or any financial institution owned or controlled by the Central Government or State Government or any Non- Banking Financial Company regulated by the Reserve Bank of India or any such company from whom the Company has borrowed for the purpose of carrying on its objects or each of the above has granted any loans / or subscribes to the debentures of the Company or so long as any of the aforementioned companies of financial institutions holds or continues to hold debentures /shares in the Company as a result of underwriting or by direct subscription or private placement or so long as any liability of the Company arising out of any guarantee furnished on behalf of the Company remains outstanding, and if the loan or other agreement with such institution/ corporation/ company (hereinafter referred to as the “Corporation”) so provides, the Corporation may, in pursuance of the provisions of any law for the time being in force or of any agreement, have a right to appoint from time to time any person or persons as a Director or Directors whole-time or non- whole-time (which Director or Director/s is/are hereinafter referred to as “Nominee Directors/s”) on the Board of the Company and to remove from such office any person or person so appointed and to appoint any person or persons in his /their place(s). (ii) The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board meetings and of the meetings of the committee of which Nominee Director/s is/are member/s as also the minutes of such Meetings. The Corporation shall also be entitled to receive all such notices and minutes. (iii) The Company may pay the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees commission, monies or remuneration in any form is payable to the Directors of the Company the fees, commission, monies and remuneration in relation to such Nominee Director/s may accrue to the nominee appointer and same shall accordingly be paid by the Company directly to the Corporation. (iv) Provided that the sitting fees, in relation to such Nominee Director/s shall also accrue to the appointer and same shall accordingly be paid by the Company directly to the appointer. 634MANAGING DIRECTOR(S) AND / OR WHOLE TIME DIRECTORS (v) The Board may from time to time and with such sanction of the Central Government as may be required by the Act, appoint one or more of the Directors to the office of the managing director and/ or whole time directors for such term and subject to such remuneration, terms and conditions as they may think fit. (vi) The Directors may from time to time resolve that there shall be either one or more managing directors and/ or whole-time directors. (vii) In the event of any vacancy arising in the office of a managing director and/or whole time director, the vacancy shall be filled by the Board of Directors subject to the approval of the Members. (viii) If a managing director and/or whole time director ceases to hold office as Director, he shall ipso facto and immediately cease to be managing director/whole time director. (ix) The managing director shall not be liable to retirement by rotation as long as he holds office as managing director. POWERS AND DUTIES OF MANAGING DIRECTOR OR WHOLE – TIME DIRECTOR (i) The managing director/whole time director shall subject to the supervision, control and direction of the Board and subject to the provisions of the Act, exercise such powers as are exercisable under these Articles by the Board of Directors, as they may think fit and confer such power for such time and to be exercised as they may think expedient and they may confer such power either collaterally with or to the exclusion of any such substitution for all or any of the powers of the Board of Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any such powers. The managing Directors/ whole time Directors may exercise all the powers entrusted to them by the Board of Directors in accordance with the Board’s direction. REGISTER OF CHARGES (i) The Directors shall cause a proper register to be kept, in accordance with the Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Act in regard to the registration of mortgages and charges therein specified. REIMBURSEMENT OF EXPENSES The managing Directors/whole-time Directors shall be entitled to charge and be paid for all actual expenses, if any, which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. 18. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER (i) Subject to the provisions of the Act — (ii) A chief executive officer, manager, company secretary and chief financial 635officer 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 and chief financial officer so appointed may be removed by means of a resolution of the Board. (iii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. Further, an individual may be appointed or reappointed as the chairperson of the Company as well as the managing Director or chief executive officer of the Company at the same time. (iv) A provision of the Act or the Articles 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 a Director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. 19. THE SEAL CUSTODY OF COMMON SEAL (i) The Board shall provide for the safe custody of the common seal, if any for the Company and they shall have power from time to time to destroy the same and/or substitute a new seal in lieu thereof. SEAL HOW AFFIXED (ii) The Directors shall provide a common seal, if any, for the purpose of the Company and shall have power from time to time to destroy the same and/or substitute a new seal in lieu thereof, and the Directors shall provide for the safe custody of the seal, if any, for the time being and the seal shall never be used except by or under the authority of the Directors or a committee of the Directors previously given, and in the presence of at least (1) one Director and of the company secretary or such other person duly authorised by the Directors or a committee of the Directors, who shall sign every instrument to which the seal is so affixed in his presence. The Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad and such powers shall accordingly be vested in the Directors or any other person duly authorized for the purpose. 20. DIVIDENDS AND RESERVE COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS (i) The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. INTERIM DIVIDENDS (ii) Subject to the provisions of the Act, the Board may from time to time pay to the members such interim dividends of such amount on such class of shares and at such times as it may think fit and as appear to it to be justified by the profits of the company. RIGHT TO DIVDEND AND UNPAID OR UNCLAIMED DIVIDEND (i) Where capital is paid in advance of calls, such capital, whilst carrying interest, shall not confer a right to dividend or to participate in the profits. 636(ii) Where the Company has declared a dividend but which has not been paid or claimed within thirty (30) days from the date of declaration, the Company shall within seven (7) days from the date of expiry of the said period of thirty (30) days, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of thirty (30) days, to a special account to be opened by the Company in that behalf in any scheduled bank to be called “Unpaid Dividend Account”. (iii) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of seven (7) 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 the Actand the Company shall send a statement in the prescribed form of the details of such transfer to the authority which administers the said fund and that authority shall issue a receipt to the Company as evidence of such transfer. (iv) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law and no unpaid dividend shall bear interest as against the Company. All other provisions under the Act will be complied with in relation to the unpaid or unclaimed dividend. DIVISION OF PROFITS (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. DIVIDEDS TO BE APPORTIONED (ii) 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. RESERVE FUNDS (i) The Board may, before recommending any dividends, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applied 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 think fit. (ii) The Board may also carry forward any profits when it may consider necessary not to divide, without setting them aside as a reserve. DEDUCTION OF ARREARS (i) Subject to the Act, no Member shall be entitled to receive payment of any 637interest or dividend in respect of his share or shares whilst any money may be due or owing from him to the Company in respect of such share or shares of or otherwise howsoever whether alone or jointly with any other person or persons and the Board may deduct from any dividend payable to any Members all sums of money, if any, presently payable by him to the Company on account of the calls or otherwise in relation to the shares of the Company. RETENTION OF DIVIDENDS (i) The Board may retain dividends payable upon shares in respect of which any person is, under Articles 57 to 70 hereinbefore contained, entitled to become a Member, until such person shall become a Member in respect of such shares. RECEIPT OF JOINT HOLDER (ii) Any one of two or more joint holders of a share may give effective receipt for any dividends, bonuses or other moneys payable in respect of such shares. DIVIDEND HOW REMITTED (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic mode or 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. DIVIDENDS NOT TO BEAR INTEREST (i) No dividends shall bear interest against the Company. TRANSFER OF SHARES AND DIVIDENDS (ii) Subject to the provisions of the Act, any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer. 21. ACCOUNTS WHERE BOOKS OF ACCOUNTS TO BE KEPT (i) The Books of Account shall be kept at the Office or at such other place in India as the Directors think fit in accordance with the applicable provisions of the Act. INSPECTION BY DIRECTORS (ii) The books of account and books and papers of the Company, or any of them, shall be open to the inspection of directors in accordance with the applicable provisions of the Act. INSPECTION BY MEMBERS (iii) No Member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by law or authorised by the Board. 22. WINDING UP 638(i) Subject to the applicable provisions of the Act – (a) If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not. (b) 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. (c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. (d) Any person who is or has been a Director or manager, whose liability is unlimited under the Act, shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of winding up, a member of an unlimited company, in accordance with the provisions of the Act. APPLICATION OF ASSETS (ii) Subject to the provisions of the Act as to preferential payment the assets of the Company shall, on its winding up, be applied in satisfaction of its liabilities pari passu and, subject to such application shall be distributed among the Members according to their rights and interests in the Company. 23. INDEMNITY DIRECTOR’S AND OTHERS’ RIGHT TO INDEMNITY (i) Subject to the provisions of the Act, every Director and Officer of the Company shall be indemnified by the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the tribunal. Provided, however, that such indemnification shall not apply in respect of any cost or loss or expenses to the extent it is finally judicially determined to have resulted from the negligence, willful misconduct or bad faith acts or omissions of such Director and/or Officer of the Company. INSURANCE (ii) 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. AUDIT (i) The appointment, removal, remuneration, rights, obligations and duties of the 639Auditor or Auditors shall be regulated by the provisions of the Act. MEMBERS TO NOTIFY ADDRESS IN INDIA (ii) Each registered holder of shares from time to time notify in writing to the Company such place in India to be registered as his address and such registered place of address shall for all purposes be deemed to be his place of residence. SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS (iii) If a Member has no registered address in India, and has not supplied to the Company any address within India, for the giving of the notices to him, a document advertised in a newspaper circulating in the neighborhood of Office of the Company shall be deemed to be duly served to him on the day on which the advertisement appears. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF MEMBERS (iv) A document may be served by the Company on the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name or by the title or representatives of the deceased, assignees of the insolvent by any like description at the address (if any) in India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by serving the document in any manner in which the same might have been served as if the death or insolvency had not occurred. NOTICE BY ADVERTISEMENT (v) Subject to the provisions of the Act any document required to be served or sent by the Company on or to the Members, or any of them and not expressly provided for by these Articles, shall be deemed to be duly served or sent if advertised in a newspaper circulating in the district in which the Office is situated. MEMBERS BOUND BY DOCUMENT GIVEN TO PREVIOUS HOLDERS (vi) Every person, who by the operation of law, transfer or other means whatsoever, shall become entitled to any shares, shall be bound by every document in respect of such share which, previously to his name and address being entered in the Register of Members, shall have been duly served on or sent to the person from whom he derived his title to such share. (vii) Any notice to be given by the Company shall be signed by the managing Director or by such Director or Secretary (if any) or Officer as the Directors may appoint. The signature to any notice to be given by the Company may be written or printed or lithographed. SECRECY (viii) No Member shall be entitled to inspect the Company’s works without the permission of the managing director/Directors or to require discovery of any information respectively and detail of the Company’s trading or any matter 640which is or may be in the nature of a trade secret, history of trade or secret process which may be related to the conduct of the business of the Company and which in the opinion of the managing director/Directors will be inexpedient in the interest of the Members of the Company to communicate to the public. GENERAL POWER (ix) Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided. (x) At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”), the provisions of the Listing Regulations shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations, from time to time. 641SECTION 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 (not being contracts entered into in the ordinary course of business carried on by our Company) which are, or may be deemed material will be attached to the copy of this Prospectus and filed with the RoC. Copies of the aforementioned contracts and documents and also the documents for inspection referred to hereunder, may be inspected at our Registered and Corporate Office, between 10.00 am and 5.00 pm on all Working Days and will also be available on the website of our Company at https://patelrpl.in/ from the date of the Red Herring Prospectus until the Bid/Offer Closing Date, except for such contracts and documents that will be entered into or executed subsequent to the completion of the Bid/Offer Closing Date. 1. Material Contracts for the Offer (a) Offer Agreement dated March 26, 2024 entered into between our Company, the Promoter Selling Shareholders and the BRLM. (b) Registrar Agreement dated March 18, 2024 entered into between our Company, the Promoter Selling Shareholders and the Registrar to the Offer. (c) Cash Escrow and Sponsor Bank Agreement dated November 29, 2024 as amended by the Addendum Agreement dated August 06, 2025 entered into amongst our Company, the Promoter Selling Shareholders, the BRLM, the Syndicate Member, the Escrow Collection Bank(s), Sponsor Bank(s), Public Offer Bank, the Refund Bank(s) and the Registrar to the Offer. (d) Share Escrow Agreement dated November 29, 2024 entered into amongst our Company, the Promoter Selling Shareholders and the Share Escrow Agent. (e) Syndicate Agreement dated July 17, 2025 and amended pursuant to the Addendum Agreement dated August 06, 2025 entered into amongst our Company, the Promoter Selling Shareholders, the BRLM, the Syndicate Members and the Registrar to the Offer. (f) Monitoring Agency Agreement dated November 29, 2024 entered into between our Company and the Monitoring Agency; (g) Underwriting Agreement dated August 21, 2025 entered into amongst our Company, the Promoter Selling Shareholders and the Underwriters. 2. Material Documents (a) Certified copies of the Memorandum of Association and Articles of Association of our Company; (b) Certificate of incorporation dated June 13, 2007 issued by the Registrar of Companies, Maharashtra, Mumbai; (c) Certificate of incorporation consequent upon conversion to public limited company dated August 28, 2023 issued by the Registrar of Companies, Maharashtra, Mumbai; (d) Resolution of our Board and Shareholders dated March 1, 2024 and March 7, 2024 respectively, approving the Offer and other related matters; (e) Resolution of our our Board dated March 29, 2024 and the IPO Committee dated March 29, 2024 taking on record and approving the Draft Red Herring Prospectus; 642(f) Resolution of our Board dated August 07 2025 and the IPO Committee dated August 07, 2025 taking on record and approving the Red Herring Prospectus; (g) Resolution of our Board dated August 21 2025 and the IPO Committee dated August 21, 2025 taking on record and approving the Prospectus (h) Consent letter from Dhanji Raghavji Patel dated December 7, 2024 consenting to participate in the Offer for Sale and approving the inclusion of his name as a Promoter Selling Shareholder; (i) Consent letter from Bechar Raghavji Patel dated December 7, 2024 consenting to participate in the Offer for Sale and approving the inclusion of his name as a Promoter Selling Shareholder; (j) Copies of the annual reports of our Company for the financial years ended March 31, 2025, March 31, 2024, March 31, 2023 and 2022; (k) The examination report of the Statutory Auditors dated June 16, 2025, on our Restated Financial Information, included in this Prospectus along with the Restated Financial Information; (l) The Statement of Special Tax Benefits dated June 24, 2025 issued by the Statutory Auditors included in this Prospectus; (m) Certificate dated June 24, 2025 issued by Kanu Doshi Associates LLP, Chartered Accountants, the statutory auditors of our Company certifying the Key Performance Indicators (“KPI”) set out in this Prospectus; (n) Resolution dated June 24, 2025, passed by the Audit Committee approving the KPIs for disclosure; (o) Written Consent of the Promoter Selling Shareholders, Directors, the BRLM, Registrar to the Offer, Underwriters, Bankers to our Company, Syndicate Member, Escrow Collection Bank(s), Public Offer Bank(s), Refund Bank(s), Sponsor Bank(s), Legal Advisors to the Company as to Indian Law, Company Secretary and Compliance Officer and Chief Financial Officer, as referred to in their specific capacities; (p) Contract of Service dated September 27, 2023 entered into between our Company and Dhanji Raghavji Patel, Managing Director of our Company; (q) Service letter dated August 01, 2023 entered into between our Company and Bechar Raghavji Patel, Whole time Director of our Company (r) Unsecured loan agreement dated June 30, 2023 between Dhanji Raghavji Patel (“Lender”) and our Company (“Borrower”) (s) Unsecured loan agreement dated June 30, 2023 between Bechar Raghavji Patel (“Lender”) and our Company (“Borrower”) (t) Unsecured loan agreement dated June 30, 2023 between Hiren Bechar Patel (“Lender”) and our Company (“Borrower”) (u) Written consent dated June 24, 2025 from Kanu Doshi Associates LLP, Chartered Accountants, to include their name as required under section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect 643of their (i) examination report dated June 16, 2025relating to the Restated Financial Statements; (ii) their report dated June 24, 2025on the statement of possible special tax benefits, in this Prospectus; and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act; (v) Consent from D&B dated August 07, 2025 issued for inclusion of their name and to reproduce the industry report titled “Food & Grocery Retailing in India and Food Processing” updated on August 07, 2025, included in this Prospectus; (w) Industry Report titled Food & Grocery Retailing in India and Food Processing prepared by D&B updated on August 07, 2025; (x) Consent dated June 10, 2025 from V N Talithaya, as chartered engineer to include their name as required under Section 26(5) of the Companies Act, 2013, read with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as independent chartered engineer in respect of their certificate dated June 10, 2025 on our Company’s manufacturing capacity and its utilization at manufacturing facilities. (y) Certificates dated June 24, 2025 from Kanu Doshi Associates LLP, Chartered Accountants, certifying the: a) working capital b) financial indebtedness c) unsecured loans from Directors d) business certificate e) Top 10 customers f) promoter and member of our promoter group have provided personal guarantee towards loan facilities availed by our Company g) repayment of loan towards object of the Offer Certificates dated August 21, 2025 from Kanu Doshi Associates LLP, Chartered Accountants, certifying the: a) Average cost of acquisition per Equity Share of our Company held by the Promoters and Promoter Selling Shareholders; weighted average cost of acquisition per Equity Share for the Promoters and Promoter Selling Shareholders; weighted average price at which all shares were transacted by all shareholders of our Company in the last year, last 18 months and last three years; Weighted average cost of acquisition of all shares transacted in the last three (3) years, eighteen (18) months and one (1) year; and weightage average cost of acquisition Certificates dated August 07, 2025 from Kanu Doshi Associates LLP, Chartered Accountants, certifying Top 10 suppliers. (z) Certificate dated June 24, 2025 from our Statutory Auditor certifying the utilisation of the proceeds from the Pre-IPO Placement. (aa) Certificate dated June 24, 2025 issued by peer reviewed independent chartered accountant i.e., Agarwal and Gupta, Chartered Accountant towards statutory dues payable by the Company. (bb) Tripartite Agreement dated September 14, 2023, entered into between our Company, CDSL and the Registrar to the Company; 644(cc) Tripartite Agreement dated September 14, 2023, entered into between our Company, NSDL and the Registrar to the Company; (dd) Due Diligence Certificate dated March 29, 2024 addressed to SEBI from the BRLM; (ee) In principle listing approvals each dated July 26, 2024 issued by BSE and NSE respectively; (ff) SEBI Final observation letter bearing reference number SEBI/HO/CFD/RAC- DIL1/P/OW/2024/26535/1 dated August 21, 2024. (gg) Letter to SEBI from the BRLM dated November 29, 2024 in relation to the Pre-IPO Placement undertaken by the Company along with confirmation on intimation by our Company to the allottees that there is no guarantee that our Company may proceed with the Offer or such Offer may be successful. (hh) Certificate on Compliance with Companies Act, 2013 dated June 17, 2025 issued by Pankita Lakhani & Associates, Practicing Company Secretaries. (ii) Report on Untraceable Records dated June 17, 2025 issued by Pankita Lakhani & Associates, Practicing Company Secretaries. (jj) Resolution of our Board dated March 29, 2024 and March 10, 2025 approving the opening of new stores in the MMR area. Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by the other parties, without reference to the Shareholders’, subject to compliance with the provisions contained in the Companies Act, 2013 and other applicable law. 645DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _________________________ DHANJI RAGHAVJI PATEL CHAIRMAN AND MANAGING DIRECTOR DIN: 01376164 Date August 21, 2025 Place: Ambernath, Thane 646DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________ BECHAR RAGHAVJI PATEL EXECUTIVE DIRECTOR DIN: 02169626 Date: August 21, 2025 Place: Ambernath, Thane 647DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________ HIREN BECHAR PATEL NON-EXECUTIVE DIRECTOR DIN: 01375968 Date: August 21, 2025 Place: Ambernath, Thane 648DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ YASHWANT SURESH BHOJWANI NON-EXECUTIVE, INDEPENDENT DIRECTOR DIN: 03562756 Date: August 21, 2025 Place: Nagpur 649DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ________________________________________ NITIN PANDURANG PATIL NON-EXECUTIVE, INDEPENDENT DIRECTOR DIN: 08431287 Date: August 21, 2025 Place: Thane 650DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________ HARSHINI VIKAS JADHAV NON-EXECUTIVE, INDEPENDENT DIRECTOR DIN: 10350490 Date: August 21, 2025 Place: Ambernath, Thane 651DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act and the guidelines/ regulations issued by the Government of India or the guidelines/regulations 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 Prospectus is contrary to the provisions of the Companies Act, the SEBI Act or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE KEY MANAGERIAL PERSONNEL OF OUR COMPANY _______________________________ MANISH RAMBABU AGARWAL CHIEF FINANCIAL OFFICER Date: August 21, 2025 Place: Ambernath, Thane 652DECLARATION I, Dhanji Raghavji Patel in my capacity as Promoter Selling Shareholder, hereby certify and declare that all statements, disclosures and undertakings made or confirmed by me in this Prospectus in relation to me, as the Promoter Selling Shareholder and my portion of 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 and undertakings made or confirmed by or relating to the Company or any other person(s) in this Prospectus. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE PROMOTER SELLING SHAREHOLDER ________________________ DHANJI RAGHAVJI PATEL Date: August 21, 2025 Place: Ambernath, Thane 653DECLARATION I, Bechar Raghavji Patel in my capacity as Promoter Selling Shareholder, hereby certify and declare that all statements, disclosures and undertakings made or confirmed by me in this Prospectus in relation to me, as the Promoter Selling Shareholder and my portion of 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 and undertakings made or confirmed by or relating to the Company or any other person(s) in this Prospectus. I further certify that all statements made in this Prospectus are true and correct. SIGNED BY THE PROMOTER SELLING SHAREHOLDER ________________________ BECHAR RAGHAVJI PATEL Date: August 21, 2025 Place: Ambernath, Thane 654